Banpu 00

BANPU PUBLIC COMPANY LIMITED

26th-28th Fl., Grand Amarin Tower, 1550 New Petchburi Rd., Ratchathewi, Bangkok 10320, ThailandTel. (662) 207-0688, 207-0730-1 Fax (662) 207-0695-8 www.banpu.co.th 2 0 0 0 J u l y 1 , 1 9 9 9 - J u n e 3 0, 2 0 0 0

B A N P U P U B L I C C O M P A N Y L I M I T E DA n n u a l R e p o r t

Financial Highlights ----------------------------------------------------------------------------------------- 1

Message from the Board of Directors ----------------------------------------------------------------- 2-3

Chief Executive Officer’s Review ----------------------------------------------------------------------- 4-5

Chief Financial Officer’s Review ------------------------------------------------------------------------ 6-7

Banpu’s Joint Investment in Power Projects --------------------------------------------------------- 8-9

Operational Results ------------------------------------------------------------------------------------10-11

The Industry and Competition -----------------------------------------------------------------------12-16

Milestones during the Previous Year ----------------------------------------------------------------17-19

Management Discussion and Analysis on Financial Statements -------------------------------20-26

Risk Factors --------------------------------------------------------------------------------------------27-28

Certain Investment Considerations ------------------------------------------------------------------29-30

The Outstanding of Bill of Exchange or Debentures --------------------------------------------- 31-32

Connected Person and Related Transactions ------------------------------------------------------ 33-35

Nature of Business -------------------------------------------------------------------------------------36-37

The Shareholders and Management ----------------------------------------------------------------38-39

Board of Directors and Executives -----------------------------------------------------------------40-45

Shareholdings of Management -------------------------------------------------------------------------- 46

Remuneration for Management ---------------------------------------------------------------------47-48

Other References ------------------------------------------------------------------------------------------- 49

Audit Committee Clarification --------------------------------------------------------------------------- 50

Auditor’s Report ------------------------------------------------------------------------------------------- 51

Financial Statements ----------------------------------------------------------------------------------52-89

Appendix : Shareholdings of Over 10% ---------------------------------------------------------------- 90

Appendix : Name, Address of Head Office,

Type of Business, Percentage of Holdings ----------------------------------------------------------91-92

Checklist to the SEC’s 56-2 Form ---------------------------------------------------- Inner-Back Cover

CONTENTS

P a g e

1. General Information

1.1 Company profiles 91, Back Cover

1.2 Entities which company holds over 10% of share 90-92

1.3 Other references 49

2. Message from the Board of Directors 2-3

3. Audit Committee Clarification 50

4. Summary of Financial Information

4.1 Information from financial statements 1

4.2 Financial ratios 1

5. Nature of Business

5.1 Revenue structure 36-37

5.2 Milestones in the past year 17-19

6. The Industry and Competition 12-16

7. The Shareholders and Management

7.1 The Shareholders 38-39

7.2 The Management 40-45

7.3 Remuneration for Management 47-48

8. Connected Person and Related Transactions 33-35

8.1 Inter-group transactions with mutual benefit

8.2 Inter-group transactions between Banpu Public Company Limited, Subsidiaries and Related companies

for which the related parties, hold more than 5% of the voting shares

8.3 Occurrence of inter-group transactions

8.4 Opinion of outside directors and independent experts

8.5 Opinion of outside directors about the commitments of conditions in the company prospectus

9. Risk Factors 27-28

10. Certain Investment Considerations

10.1 Legal disputation 29

10.2 Obligations for future share issuance 30

11. Information on Debentures or Bill of Exchange

(Particularly in case of the companies proposal to sell debentures and bill of exchange which were not issued) 31-32

12. Management Discussion and Analysis 20-26

12.1 Appropriateness of capital structure, sufficiency of liquidity, assets quality, potential of making profit and efficiency of operations.

12.2 Reasons for change in financial items and key ratios

12.3 Special items or items not occurring from ordinary operation, but having substantial affect on financial status and operations

12.4 The main reason which caused the difference between the operations of current year and the previous year of estimations

12.5 The main changes which occurred after the latest financial statements date and possible affect to the financial status and operations

12.6 Affect from shareholding adjustments of affiliated companies

12.7 Guarantee for other parties, possible liabilities, project investment commitments and other similar commitments

13. Financial Statements 52-89

T H E S E C ’ S 5 6 - 2 F O R M

C H E C K L I S T T O

1

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

P e r f o r m a n c e H i g h l i g h t s For the fiscal year ended June 30

2000 1999 1998

F I N A N C I A L H I G H L I G H T S

Total Assets (Million Baht) 13,769 14,567 13,274

Total Liabilities (Million Baht) 7,162 7,823 8,706

Total Shareholders’ Equity (Million Baht) 6,499 6,596 4,504

Sale Revenues (Million Baht) 4,439 3,662 3,238

Total Revenues (Million Baht) 4,723 5,666 4,360

Gross Profit (Million Baht) 776 1,045 782

Net Profit from Operation (Million Baht) (95) 2,275 791

Net Profit (Million Baht) (814) 1,807 (2,766)

Dividend per Share (Baht) 2.00 0.00 3.50

Book Value per Share (Baht) 31.01 62.95 85.97

Earnings per Share (Baht) (5.48) 22.37 (52.80)

F I N A N C I A L R A T I O H I G H L I G H T S

Gross Profit Margin (%) 17.49 28.54 24.16

Net Profit Margin (%) (18.34) 49.36 (85.44)

Return on Assets (%) (5.79) 12.64 (21.65)

Return on Equity (%) (12.27) 27.91 (45.89)

Interest Coverage Ratio (Times) 3.08 3.29 2.36

Net Debt to Equity Ratio (Times) 0.99 1.09 1.82

O P E R A T I O N H I G H L I G H T S

Coal - Sales (Thousand tons) 4,141 3,497 2,812

Engineering Services - Job Completed (Million BCM.) 48.99 45.72 49.05

Number of Employees (Persons) 858 884 978

H I G H L I G H T S

F I N A N C I A L

R e m a r k :

Financial figures are based on Banpu Public Company Limited consolidated financial statement.

2

A n

n u

a l

R e

p o

r t

2

0 0

0

In the past year, when the country’s economy was slowly recovering in the midst of

continued uncertainties and the absence of a sure sign of continual growth, Banpu Public

Company Limited relentlessly continued its reorganization, which set out in the previous year.

Both the corporate structure and strategy were restructured to further strengthen its

competitive edge, to lower overall risks and to reduce financial costs.

As a result of the reorganization to make the corporate structure more compact and

the lines of responsibility clearer in order to be competitive in the local and the international

markets, Banpu’s core business lines were divided into two major areas: the coal and

minerals business and the power business. Over the past year, both lines of business have

remarkably progressed.

The Coal and Minerals Business. The Company was able to further meet the

customers’ needs in terms of quality and quantity through the adjustment in production and

procurement strategies. In the past year, the Company increased annual sales from 3.49

million tons to 4.14 million tons, which was a 18.62% leap. The increase came from the

cement industry, the power industry and the sales in foreign markets. Although the increase

was lower than expected, the Company was able to expand its foreign markets, leading to

increased coal exports to India and Taiwan. As for the coal production project in Indonesia,

the Company has installed the machinery and finished the construction of the port at Jorong

Mine on Kalimantan Island. Coal has been produced and sold to customers in Indonesia,

Thailand and other countries in the region. Meanwhile, the calcium carbonate production

project in Vietnam has also been completed for serving various markets.

The Power Business. The past year saw a remarkable progress in the power

business especially in two projects: the Phase 3 power project of the Cogeneration Public

Company Limited, which was completed in March 2000 and has since then started its

production at full capacity to generate electricity and steam for the Electricity Generating

Authority of Thailand (EGAT) as well as all industrial customers; and the power project of

the Tri Energy Company Limited, which was also completed in June 2000 and has been

generating electricity for EGAT as scheduled. As regards to the BLCP power project, the

Company has signed an agreement with EGAT to confirm the four-year deferment of the

original schedule to be in line with the situation concerning the country’s needs for electricity.

Meanwhile, the Company has adjusted the project development strategy to respond to the

new project objectives. Moreover, the Company has expanded its power business in foreign

markets through the joint investment in Amata Power (Bien Hoa) Limited in Vietnam, which

is believed to have high potential for further development and expansion.

Mr. Metha Auapinyakul

C h a i r m a n

T H E B O A R D O F D I R E C T O R S

M E S S A G E F R O M

3

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

In the past year, the sales revenues rose from Baht 3,662 million to Baht 4,439

million, which was an increase of 21.20%. The increase came from coal sales, engineering

services for the excavation and transportation of soil and lignite for EGAT, industrial

minerals sales, port services and other services. The increase took place in all products and

services. However, the Jorong Mine on Kalimantan Island was at the early stage of its

operation and was not producing at its full capacity; the production costs per unit were

therefore higher than expected. In addition, there was also an increase of imported coal

sales at a lower profit margin than that of the local coal. Consequently, the company’s gross

profit margin was Baht 776 million, which was 17.50% of the total sales. The operating

profit was Baht 37 million after interest payment and income tax. Nevertheless, when

combined with Baht 140 million in foreign exchange loss, Baht 432 million in impairment

loss and the project written off, and Baht 279 million in operation loss and exchange loss

of the power subsidiary companies, the Company’s net loss was Baht 814 million.

In terms of financial management, the Company continued the reorganization of its

financial management to strengthen itself and yet be able to maintain its flexibility with

investment plans and particularly to lower the risk of foreign exchange rates by taking

appropriate advantage of liquidity in local money market and capital market. In the past

year, the Company sold local debentures worth Baht 2,000 million and increased its capital

to Baht 1,048 million so as to pay off loans which were of higher costs particularly foreign

debentures, certain portions of which would be paid off before the due date in 2003. Even

though the debentures settlement would be higher than the nominal rate attached to the

debentures, the investment would be worthwhile since it would save the Company from

spending more on capital and financial costs in the future. The foreign exchange risks will

also be reduced, which would enable the Company to make more profit in the coming years.

In addition, the Company alleviated all obligations made with associated companies back in

1997 in order to complete the construction of the power plant project regardless of the

economic crisis.

The success of local and overseas joint-venture projects, especially in the power

business, have demonstrated the effective cooperation between the Company and its partners

both in the Phase 3 power project of the Cogeneration Public Company Limited and the

power project of the Tri Energy Company Limited. The Company and its partners acquired

full funding to support the project development amidst the country’s economic slowdown

as well as proficiently managed the project so that it was able to generate electricity for all

customers. The Company is confident that the successful projects both in the coal and

minerals business and the power business together with the financial structure, which has

been reorganized so as to lower costs and reduce risks, will serve as a firm foundation for

the Company’s growth in the future.

Banpu's Board of Directors wishes to thank shareholders, customers, staff and

everyone for the trust and support they have extended to the Company over the years.

Mr. Chira Panupong

C h a i r m a n o f t h e E x e c u t i v e B o a r d

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

3

4

A n

n u

a l

R e

p o

r t

2

0 0

0

“The most significant progress last year was the completion of the construction

of the Phase 3 power project of the Cogeneration Public Company Limited (COCO) and

the Tri Energy IPP power project. The completion of both projects has tremendously

reduced the Company’s risks and relieved all contingent liabilities it has extended to the

Phase 3 power project of COCO since 1997. The Company is able to maintain the value

of its investment in COCO.”

“Although the coal market faced increasing competition and alternative

products exists, the Company was still able to increase its sales, expand the market,

and maintaining its business structure.”

“The past year saw a remarkable increase in sales of all the Company’s products

and services. The Company also completed the construction of the coal mining project

in Indonesia and the calcium carbonate project in Vietnam.”

Mr. Chanin Vongkusolkit

C h i e f E x e c u t i v e O f f i c e r

T h e E c o n o m i c E n v i r o n m e n t a n d B a n p u

In the past year the overall global economy experienced a good recovery with a growth of 3%, while Thailand’s economic recovery

has been gradual with the Gross Domestic Product showing a growth of 4%. Since the Company has engaged in business that is directly

related to the fundamental to economic growth, its businesses have been positively progressed. A higher Manufacturing Production Index

reflects an increase in the consumption of power and thus directly affects Banpu such as the increase in the power consumption in the

industrial sector. In particular, during the first six months, from January to June 2000, there has been an increase in coal consumption

in the cement industry as a result of higher production to meet increasing local demand and export.

E n e r g y S i t u a t i o n a n d B a n p u

Over the past year many events of special significance to the development of the Company have shaped which will positively affect

the Company. For instance, a steady increase in oil prices in the world market continued from last year, an increase from USD 19 in

June 1999 to USD 32 in June 2000; and this trend seems to show no sign of weakening. This can indeed be regarded as a continuous

increase and the price is at such a high level that this state of affairs could be considered the world’s third oil crisis. Meanwhile, the

price of coal for long-term contracts has once again dropped to the lowest level in April 2000, a drop of 4% as agreed upon and at

USD 28.75 per metric ton. It is considered to be the lowest ever after two connective drops in the last two years. It is a turning point

resulting in a higher demand for coal due to the cost benefits for various products. While the global economy is experiencing a

considerably high growth rate of 3%, the short-term price for coal rose during May and June 2000.

Thailand’s demand for energy has increased especially from January to June 2000. This particularly pertains to the demand for

electricity that on average increased by 6% from the previous year due to the manufacturing sector, specifically that aimed for export.

At the same time the increasing oil prices started to impact the overall economy, that is, the economy experienced a slower growth rate

because oil is an essential element for production and transportation. Thus higher oil prices resulted in considerably higher cost in

production and transportation. It is therefore imperative to rethink and reconsider carefully the choice of energy sources. The Company

believes that higher oil prices will increase the overall demand for coal in the Asia-Pacific region and will eventually effect an increase

in the price of coal.

R E V I E W

C H I E F E X E C U T I V E O F F I C E R ’ S

5

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

T h e C o m p a n y ’ s P r o g r e s s i n t h e Y e a r 1 9 9 9 / 2 0 0 0

The most significant progress for this past year is the completion of the construction of two power plants undertaken in times

of economic crisis, namely, the Phase 3 project of the Cogeneration Public Company Limited (COCO) and Tri Energy IPP power plant.

Both projects are large-scale power plants with a combined total investment of more than 1 billion dollars. The completion of both

projects reduced the Company’s risks significantly. Furthermore, it relieved the Company from all contingent liabilities it had posted for

COCO’s Phase 3 project in 1997, as well as enabled the Company to maintain its value of the investments.

Although in the past year the Company faced the problem of a slow economic recovery, a change in the coal market effecting

a lower price for coal, fiercer competition, and the replacement of coal with similar products, the Company was able to increase sales

and maintain its business position. The replacement of coal with other types of products still has limitations in terms of quality and usage

that are without a few problems. All in all the Company was able to expand its overseas market, laying the foundation for a more extensive

market than ever before.

The past year saw a remarkable increase in sales of all the Company’s products and services, thus expanding the realms of the

market through increased overseas sales. Furthermore, the Company completed the construction of the Jorong coal mine project in

Indonesia and the Yen Bai Calcium Carbonate project in Vietnam.

I n t e r n a t i o n a l i z a t i o n o f M a n a g e m e n t a n d D e v e l o p m e n t o f H u m a n R e s o u r c e s :

T h e V e r y H e a r t o f B u s i n e s s D e v e l o p m e n t

Even in times of economic depression, the Company continued to invest in organizational development through the implementation

of an up to date management system. It also retained services of various consultants at home and abroad to assist the Company to

manage the operation system and human resources and evaluate the performance. The scheme for the human resources development is

a long-term one in order to make it ready for the staff to effectively deal with business strategies by placing emphasis on the quality

of the staff. The Company has continuously invested in human resources development by allocating about 5% of the salary for staff

development as it did in the previous year.

I n f o r m a t i o n T e c h n o l o g y

As the global business current places alarming importance to the new economy in regard to information technology and borderless

communication -- as if the world were a village, the Company itself has a long-term plan concerning information technology in order to

increase efficiency in its operation, management and decision-making process. It has an Intranet system in operation and a web site,

http://www.banpu.co.th, as a tool to disseminate information to shareholders, investors and the general public. The Company has allocated

a budget for further developments of information technology to seriously study the benefits of the new and existing business so as to be

constantly in step with events and making the extension in order to derive the maximum benefit for the Company in the longer term.

Q u a l i t y , S a f e t y a n d E n v i r o n m e n t M a n a g e m e n t

The Quality Promotion Center and the Environmental and Safety Promotion Center play an important role in monitoring quality

and safety as well as protecting the environment. The Company’s operation in this respect is accepted by international institutions; this

past year, four of the Company’s projects received ISO 9002 certification. As regards to the environment, the Company’s goal is to adopt

international standards by following a master plan designed for all mines and operations, as well as utilizing technology that effectively

monitors environmental standards.

G o o d C o r p o r a t e G o v e r n a n c e

The Company has always been earnestly striving for good corporate governance, respect and acceptance by various organizations

in Thailand and overseas, and a management that can be best in governance which is a crucial mechanism for the stocks that are listed

on the stock exchange.

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

5

6

A n

n u

a l

R e

p o

r t

2

0 0

0

1998 1999 2000

1998 1999 2000

» Total assets in fiscal year 2000 were Baht 13,769 million, or 5.47% lower than

fiscal year 1999.

» The descrease resulted from the Company used the proceed from loan and interest

repayment from associated companies to repay loans and redeem some of Euro

Convertible Debenture.

» Banpu's total assets increased in the past three consecutive years with an average

annual growth rate of 4.11%.

T o t a l A s s e t s

15,000

10,000

5,000

0

S h a r e h o l d e r s ’ E q u i t y

N e t D e b t t o E q u i t y R a t i o

N e t S a l e s

» Shareholders’ equity in fiscal year 2000 was Baht 6,499 million, receded 1.47%

compare with fiscal year 1999.

» During the year, the Company paid the dividend at rate Baht 2.00 per share.

» The decrease of the shareholders’ equity resulted from changes in accounting

policy on deferred expenses, and impairment of asset.

» Net debt to equity ratio in fiscal year 2000 was at 0.99 times, reduced from

1.09 times in fiscal year 1999 and 1.82 times in fiscal year 1998.

» During the year, the Company had strengthen its financial structure by issuing

Baht 2,000 million of unsecured debentures and raised its capital from Baht

1,048 million to Baht 2,096 million. On the other hand, the Company has redeemed

its Euro Convertible Debenture to reduce the foreign exchange risk.

» Net sales in fiscal year 2000 were Baht 4,439 million, 21.33% higher than the

previous year resulted from an increase in sales revenues of all products and

services and substancially on imported coal.

» Coal sales contributed 61% of total sales revenues. Service revenues from

overburden romoval contracts with EGAT contributed in 28% of total sales

revenues. The remaining are from minerals and logistics business.

8,000

6,000

4,000

2,000

0

2.00

1.50

1.00

0.50

0

5,000

4,000

3,000

2,000

1,000

0

1998 1999 2000

1998 1999 2000

(Million Baht)

(Million Baht)

(Times)

(Million Baht)

R E V I E W

C H I E F F I N A N C I A L O F F I C E R ’ S

7

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

1,200

1,000

800

600

400

200

0

1998 1999 2000

N e t P r o f i t

E a r n i n g s ( L o s s ) p e r S h a r e

E B I T / E B I T D A

2,000

1,600

1,200

800

400

0

G r o s s P r o f i t

» Gross profit for the fiscal year 2000 was Baht 776 million compared with Baht

1,045 million in the previous year. Gross profit margin was 17.50% compared

with 28.54% in the year earlier.

» Fiscal year 2000 was the start up of coal production in Indonesia. Therefore,

production and sale volumes were still low, causing higher unit cost.

» The decrease of gross profit resulted from an increase in imported coal sales which

yielded lower margin.

» Fiscal year 2000 registered loss of Baht 814 million, consist of earnings after

interest and corporate tax before extra ordinary items Baht 262 million, redemption

expenses on Euro Convertible Debenture Baht 225 million, loss on impairment of

assets and project written off Baht 432 million, loss on foreign exchange Baht

140 million and equity in earnings (loss) from operation of associated companies

Baht (279) million.

» Fiscal year 2000, earnings (loss) per share were Baht (5.48) resulted from net loss

in the year. The number of ordinary shares has increased to 209.57 million shares

through a capital increase at the ratio of 1 : 1 at Baht 10 per share.

» Earnings before interest and tax (EBIT) for the year ended June 2000 was Baht

192.52 million, receded Baht 68.68 million from the previous year due to the

redemption expenses of Euro Convertible Debenture of Baht 225 million.

» Earnings before interest, tax, depreciation and amortization expenses (EBITDA)

in fiscal year 2000 was Baht 1,451 million, an increase of Baht 87.41 over the

previous year’s figures due to the increment of depreciation and amortization

expenses.

1998 1999 2000

40.00

20.00

0

-20.00

-40.00

-60.00

1998 1999 2000

EBIT EBITDA

(Million Baht)

(Million Baht)

(Baht)

1998 1999 2000

2,000

1,000

0

-1,000

-2,000

-3,000

(Million Baht)

8

A n

n u

a l

R e

p o

r t

2

0 0

0

Over the past three years, the country’s economic

downturn has adversely affected a number of industries and has

prompted intense restructuring in companies in order to survive

and maintain their operations amidst economic difficulties.

Power industry is one of the aforementioned industries.

The Electricity Generating Authority of Thailand (EGAT)

forecast in 1997-1999 that there would be a decline in the

country’s electricity consumption growth resulting in the surplus

of electricity reserve. The EGAT thus has postponed its purchase

of electricity from many private power projects.

Apart from the decline in electricity consumption growth,

a number of power projects that have been able to maintain their

projects have also suffered from loan availability in that power

projects need heavy investments and must have offshore loans as

their major investments.

Banpu Public Company Limited has jointly invested in the

country’s three power plant projects: the Phase 3 power project

of the Cogeneration Public Company Limited, the power project

of Tri Energy Company Limited and the power project of BLCP

Power Limited.

Similar to other companies, the Company’s three project

developments have been faced with problems arising from the

decline in electricity consumption growth and the difficulties in

finding loans. However, Banpu and its partners in all projects

who have expertise in power business and are the world’s major

public utility providers have put great effort in their cooperation

to manage and develop the projects to survive the country’s

economic crisis from 1997-1999. Those partners include the

Sithe Pacific Holdings Limited, Texaco Inc., Edison Mission

Energy, and PowerGen Holdings B.V.

The cooperation between the Company and its partners

has enabled the Phase 3 power project of the Cogeneration

Public Company Limited which is a small power producer (SPP)

and the power project of Tri Energy Company Limited - an

Independent Power Producer (IPP) - to have acquired loans and

completed their plant constructions. The projects have generated

electricity for all customers and have yielded revenues for the

Company. This has demonstrated the capability of the Company

in enabling its power business to develop even further.

T h e M a n a g e m e n t a n d t h e F i n a n c i a l O p e r a t i o n

The Company and its partners have managed to surmount

considerable difficulties in completing the Phase 3 power project

of the Cogeneration Public Company Limited. The project has

generated electricity to its customers and EGAT and has

operated at its full capacity. The Company has restructured

the financial management of the Cogeneration Public Company

Limited by taking advantage of liquidity in local money market

and capital market. In the past year, the Cogeneration Public

Company Limited raised its registered capital from Baht 8,830

million to Baht 12,845 million. Both the Company and its partners

increased their subscription of shares by a larger proportion

than the existing ratio making the Cogeneration Public Company

Limited financially stable, more prepared to clear up loans and

have alternatives to find funding to finance further expansion.

It was difficult for the Company and its partners to

procure offshore loans for the power project of Tri Energy

Company Limited since Thailand suffered continued decline of

the credit rating in 1997-1998. However, the Company and

its partners managed to find the syndicated loans to complete

the project without having to call for more investment from

shareholders. Significantly, the project was Thailand’s first

venture to have managed to acquire loans in July 1998 after the

floating of the baht in July 1997 with the US OPIC and Japan’s

MITI as the project’s risk guarantors. The plant construction of

the project was completed in June 2000 and has been generating

electricity for the EGAT as scheduled.

I N P O W E R P R O J E C T S

B A N P U ’ S J O I N T I N V E S T M E N T

9

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

T h e P r e f e r r e d T e c h n o l o g y

The Company and its partners have chosen to use certain

power plant technology not only out of consideration to its

advanced nature, high efficiency or popularity in power and utility

businesses worldwide. The technology used at Phase 3 power

project of the Cogeneration Public Company Limited is the

Hybrid Cogeneration Technology. The system can use two types

of fuels: natural gas and coal, resulting in the diversification

of fuels. The units are equipped with the Circulating Fluidized

Bed Boiler (CFB) to reduce obnoxious components before

exhaust emissions. The technology is known by both local and

international academics as Clean Coal Technology, which is

environmentally friendly.

As for the power plant of Tri Energy Company Limited,

the preferred technology is the Gas Turbine Combined Cycle

System, which is a natural gas production technology with

machines equipped with two units of gas turbine and one unit of

steam turbine. The system is designed to reuse heat emitted

from the gas turbines in producing steam to generate electricity

leading to the high generating efficiency. It is, therefore, the most

efficient production technology today.

T h e P r o j e c t M a n a g e m e n t

The Company’s years of experience and technical

expertise in power business coupled with its privileges of having

partners who are the world’s leading providers of power and

public utility have contributed to the exchange of knowledge and

technology and the sharing of experiences, enabling the Company

to develop its project management to be at the standard level as

the leading providers of power and public utility worldwide.

In the Phase 3 power project of the Cogeneration Public

Company Limited, the Company and its partners managed to

find experienced contractor specialized in building power plants

to work on the project. Even though the construction was

not completed as scheduled, the power plant managed to

generate and distribute steam and electricity to fill all customers’

requirements. Moreover, the Company and its partners were able

to find more customers leading to the plant’s production at

maximum capacity, which in turn generated additional revenues

for the Cogeneration Public Company Limited.

As regards the power project of Tri Energy Company

Limited, the Company and its partners hired a contractor who

developed the technology used at the plant to build the power

plant and to operate and maintain the generating units while

Tri Energy Company Limited would monitor and manage the

project. The power plant managed to generate electricity for the

EGAT as scheduled. Moreover, the construction expenditure was

USD 10.95 million lower than the budgeted amount, or 3% of

the total construction budget.

The progress and the completion of the two power projects

are reflections of the Company’s success in the management of

the power projects. The two power projects also demonstrate the

good combination of the appropriate financial management, the

right choice of technology, the effective contract management

and the smooth cooperation with the partners. The experience

gained from these two projects have enabled Banpu Public

Company Limited to be prepared to move forward to other

ventures both locally and internationally in the coming years.

A n

n u

a l

R e

p o

r t

2

0 0

0

1 0

C o a l a n d M i n e r a l s B u s i n e s s

» Domestic Coal

Banpu Public Company Limited and affiliates sold a total

of 4.022 million tons to the domestic market, an increase of

18.66% mainly due to sales of imported coal. The sales were

comprised of 2.67 million tons from local production and 1.352

million tons in imports, a sales increase of imported coal from

the previous 0.427 million tons. The Company enjoyed a market

share of 55% for domestic coal and 29% for imported coal,

resulting in the fact that the Company had a share of 42% in

Thailand’s coal market.

In the course of the year, the Company increased its

share in Chiang Muan Mining Company Limited from 25.00% to

70.17%, leading to the Company’s increase of 3.02 million ton

coal reserves from the Chiang Muan source and an increased

production capacity of 0.80 million tons per year. As a result, the

Company boasts a total production capacity of 3.80 million tons

annually and a total coal reserves of 20.093 million tons.

» Overseas Coal (Indonesia)

The Company has started its production and sales of

coal from Jarong Mine on South Kalimantan Island, Indonesia.

This is considered to be the first year of its operation as the

previous year was a trial production. Total production and sales

comprised 0.60 million tons, of which 0.48 million tons were sold

to power and cement producers in Thailand and 0.119 million

tons as shipments to customers in Indonesia, India and Taiwan.

This year production and sales were lower than estimated

because of delays at the power plant of the Company’s affiliate,

thus reducing the demand for coal. However, the respective power

plant is currently in full operation and receives a contractual

shipment of about 660,000 tons of coal per year.

Furthermore, the Company has installed the machinery

that increases the production capacity according to investment

scheme that enables Jorong to have a production capacity of

3.0 million tons per year and a reserve of 46.947 million tons.

» International Coal Trading

The Company has put the effort to expand its coal market

for coal produced at Jorong Mine, Indonesia through sales to

customers in Indonesia, India, Taiwan, and other Asian countries.

This sales strategy will also be extended next year.

» Engineering Services

Banpu has entered the ninth year of the 10-year contract

ending in September 2001 to provide overburden and lignite

removal services at Mae Moh Mine in Lampang province for the

Electricity Generating Authority of Thailand (EGAT). The year

saw the Company completing the excavation of a total of 48.99

million cubic meters of material comprised of the excavation of

40.36 million cubic meters of soil, along with the transportation

of 5.35 million cubic meters of soil, and the excavation of

3.277 million cubic meters of coal. All in all, the Company has

completed 89.32% of the contracted service, considerably

higher than the contract scheduled quantity.

» Industrial Minerals

Kaolin

Sanitary ware and ceramic industries, the major

consumers for kaolin, experienced an obvious recovery in the

past year. The Company was able to sell a total of 44,011 tons

of kaolin, an increase of 10.74% from the previous year. The

Company has continuously improved the quality of its product

and, therefore, has gained more customers’ confidence.

At present the Company has a production capacity of

73,000 tons per year and aims to expand its domestic and

overseas markets in the following years.

R E S U L T S

O P E R A T I O N A L

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

1 1

Ball Clay

The recovery for the ball clay market is in the same

direction as kaolin. The Company was able to sell 109,980 tons

of ball clay. It has also improved the quality of its product and

developed new products to meet the demand of its local and

international customers, as well as increased its export.

Calcium Carbonate

The Company started production and sales of 48,072

tons of calcium carbonate from the mine in Northern Vietnam

under the operation of Yen Bai Banpu Calcium Carbonate

Co., Ltd. for the first year. The majority of the sales was to

customers in Japan while the rest was sold in Vietnam.

» Port and Transportation

In the past year the A5 port at Laem Chabang deep-sea

port, Chon Buri province facilitated the export of 143,254

vehicles, an increase of 56.61% from the previous year due to

Thailand’s export increase of vehicles and the suitability of

the Company’s A5 port. The A5 port is capable of facilitating

the export of about 200,000 vehicles per year. This will increase

export services for vehicles and other general cargo in line with

projected plan.

P o w e r B u s i n e s s

» The Cogeneration Public Company Limited

The Cogeneration Public Company Limited (COCO)

invested in the project to sell the electricity to the industrial

users and EGAT under the Small Power Producer (SPP) program

with the total capacity of 815 megawatt. The construction of the

project was completed in March 2000 and the Company will

supply about 660,000 tons of coal per year to the project, which

needs coal as fuel.

The Company has signed a Call Option Agreement

with Sithe Pacific Holdings Limited to sell 22.07% of COCO’s

ordinary shares to Sithe Pacific Holdings Limited. Upon the

completion of the sale the company will receive about Baht

5,403 million and the Company’s share in COCO will be reduced

to about 10%.

On June 29, 2000 the Company sold 2.59% of the

COCO’s ordinary shares to Sithe Pacific Holdings Limited

according to the aforementioned agreement, thereby reducing

the Company’s share of COCO to 30.26% as of June 30, 2000.

» Tri Energy Company Limited

Tri Energy Company Limited (TECO) invested under

EGAT’s program to purchase power from Independent Power

Producer (IPP). The power plant, which uses natural gas as fuel,

is located in Ratchaburi province western Thailand and has

a production capacity of 700 MW. With a total investment of

USD 396 million the construction was completed and operation

has started since June 30, 2000.

Tri Energy Company Limited is a joint investment

between Banpu and foreign investors whereby the Company

holds a 37.5% stake.

» Amata Power (Bien Hoa) Limited

Banpu acquired the shares of Amata Power (Bien Hoa)

Limited (APBH), a power production company located in an

industrial estate in the South of Vietnam. The construction of the

Phase One 20 MW power project has been partly completed and

the plant has already produced 6.4 megawatt and generated

income since 1999. Today the Company holds a 30% stake and

is in the process of acquiring more shares to increase its stake

to 55% within the year 2000.

» BLCP Power Limited

BLCP Power Limited (BLCP) has been selected by

EGAT under Independent Power Producer (IPP) program to

operate the 1,400 MW coal-fired power project at Map Ta Phut

Industrial Estate, Rayong province eastern Thailand. Due to the

economic slowdown, however, the country’s demand for electricity

consumption has increased at a slower rate. Thus EGAT has

requested a deferment of the power delivery to October 2006.

A n

n u

a l

R e

p o

r t

2

0 0

0

1 2

I n t e r n a t i o n a l C o a l M a r k e t

In the calendar year of 1999, the total volume of

international coal trading was approximately 550 million tons.

The world’s first five major coal exporters were Australia, South

Africa, Indonesia, the United States and China, respectively. Their

coal exports volume altogether was about 387 million tons,

accounting for 70% of the world’s coal trading. Regarding to

the types of coal in the international markets, 67% was coal used

in generating electricity and providing energy while 33% was

used in iron smelting industry. The increase of total trade volume

in 1999 was rather low since many Asian countries, especially

Japan which was the world’s largest coal importer, were just

beginning to recover from their economic recession. However,

in 1999 Japan and Australia were the world’s leading trade

partners in terms of trade volume, leading to the significant

increase in the trade volume. Australia’s coal imports grew 2%

to 132 million tons. It was actually the first time that there was

a switch in market shares among the world’s major exporters.

This was because the United States’ coal market was suffering

falling prices and decreased production. The United States - the

world’s second largest exporter of all time - was therefore able

to export only 55 million tons of coal, which was a sharp drop

from 70-80 million tons per year in the past, causing the US to

become the fourth largest exporter after Australia, South Africa

and Indonesia. In the coming years there is a possibility for

international coal markets to expand in line with the economic

recovery in Japan and other countries in the region including

China, South Korea, Taiwan and Indonesia. Developing countries

in the region, in particular, stand a good chance of increasing coal

demand because coal is the lowest-priced fuel used in

generating electricity compared with other types of fuel. On top

of that, at present the advanced Clean Coal Technology has

already been developed in such a way that it will leave the

environment cleaner and it has contributed to the continued

expansion of coal markets. Moreover, the provision in the

Greenhouse Gas Emission under Kyoto Protocol Agreement signed

by leading industrialized countries has imposed restrictions on

major coal users like the US regarding production expansion in

the future. Besides, the countries in the European Union that

also signed the Agreement are restructuring their markets and

are using environmentally friendly quality coal together with

further developing Clean Coal Technology. These days many

markets in the European Union need to import larger volume of

coal to replace their local coal to reduce greenhouse gas

emissions in accordance with the Agreement. In term of quality,

Australian and Indonesian coal have a brighter future in this

case making Australia and Indonesia more competitive among

major coal exporters. Their coal has low sulphur and is in great

demand in the market.

A N D C O M P E T I T I O N

T H E I N D U S T R Y

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

1 3

V o l u m e o f C o a l E x p o r t s a n d I m p o r t s i n I n t e r n a t i o n a l M a r k e t s

N o t e : * approximate figures

** Coking Coal is used in iron smelting industry.

*** Steam Coal is used in electricity generating and steam industry.

Unit : million tons 1993 1994 1995 1996 1997 1998 1999 2000* 2001*

Volume of Exports 441.2 449.0 487.0 503.8 527.7 544.6 550.5 582.7 600.2

Australia 131.8 131.2 136.7 140.5 157.3 166.6 174.6 192.8 198.3

United States 67.6 64.7 80.2 81.8 75.3 70.5 55.2 55.4 59.6

South Africa 51.7 54.8 59.7 60.2 64.2 67.0 65.5 68.6 69.4

Indonesia 18.2 21.9 31.3 36.4 41.7 46.9 53.4 58.8 61.4

Canada 28.3 31.7 34.0 34.5 36.5 34.2 33.7 35.1 30.7

Poland 23.0 27.7 31.9 28.9 29.5 28.1 29.1 25.1 23.7

China 19.8 24.2 28.6 29.0 30.7 32.3 38.4 45.6 51.7

Columbia 18.4 17.7 19.7 24.2 27.2 29.6 28.6 33.6 37.8

Russia 25.9 23.1 26.3 23.5 22.8 23.4 26.1 24.6 24.0

Others 56.5 52.0 38.6 44.7 42.4 46.0 46.1 43.2 43.6

Volume of Imports 439.5 450.1 484.7 499.6 520.4 529.7 548.7 575.5 604.8

Europe 195.6 195.4 210.7 207.8 209.6 207.2 215.2 224.4 232.0

Japan 111.4 116.2 122.7 126.3 129.4 129.0 132.2 136.2 144.8

South Korea 36.0 39.4 43.8 45.8 49.8 52.2 53.4 59.1 63.0

Other Asian Countires 62.9 62.2 68.8 74.7 83.5 87.5 92.7 100.5 106.1

Others 33.7 36.9 38.7 45.1 48.0 53.9 55.2 55.2 59.0

Volume of Coking Coal Imports** 172.2 172.7 186.6 187.4 189.7 186.2 180.5 186.2 189.8

Europe 56.9 57.4 66.0 62.5 64.2 63.2 60.6 61.8 62.4

Japan 65.0 63.2 65.4 65.5 65.3 62.8 61.8 63.2 65.8

South Korea 17.3 16.9 17.2 18.2 17.6 18.0 17.8 18.6 18.3


Others 18.9 19.4 20.9 23.7 21.7 22.4 20.4 20.8 21.2

Volume of Steam Coal Imports*** 267.3 277.4 298.1 312.2 331.2 343.5 368.2 389.4 415.0

Europe 138.8 138.0 144.7 145.3 145.4 144.0 154.6 162.6 169.6

Japan 46.4 52.9 57.2 60.8 64.1 66.2 70.4 73.1 79.1

South Korea 18.7 22.5 26.7 27.6 32.3 34.2 35.7 40.5 44.7


Others 14.7 17.5 17.8 21.3 26.2 31.5 34.8 34.4 37.7

S o u r c e : International Energy Agency (IEA) and The US Energy Information Administration (EIA)

T h e W o r l d ’ s F i v e M a j o r C o a l E x p o r t e r s

Unit : Million Tons

225

150

75

0

1993 1994 1995 1996 1997 1998 1999 2000 2001

Australia United States South Africa Indonesia China

A n

n u

a l

R e

p o

r t

2

0 0

0

1 4

D o m e s t i c C o a l M a r k e t

Basically, there was a remarkable recovery in coal-related

industries such as cement industry, paper industry and power

industry. However, with the increased volume of exports under

the more competitive environment, the cement and the paper

industry then tried to lower production costs through the more

efficient use of fuels. Higher heat value coal was imported in

larger volume while other types of fuel like Petroleum Coke were

also imported for trial. This has somewhat affected the domestic

coal markets since 1 million tons of local coal was replaced in the

past year. Yet, those other types of fuel were used within certain

limitations and later on were faced with problems of higher costs

due to increased oil prices. Regarding to the country’s electricity

generation in the past year, generation capacity continually rose

6.7% from the previous year to 5,940 kilowatt/hour, and coal

consumption in the two privately owned power plants increased,

leading to a 5% increase of demand in domestic markets. It is

expected that domestic coal markets will further expand next

year since the global economy is undergoing the recovery.

Another contributing factor to the future expansion is that the

Organization of Petroleum Exporting Countries (OPEC) have

maintained their control over the oil markets, resulting in

continually high prices which in turn is contributing to the

demand for coal and its prices in the market.

» Indigenous Coal

Coal consumption both in the government agencies and

the private sector decreased in 1999/2000. The Electricity

Generating Authority of Thailand (EGAT) consumed 57% of coal

from local resources or 13 million tons per year, which was the

largest volume of all consumed by the government sector. The

decrease in consumption was 5%, or 740,000 tons. As for the

private sector, its consumption of local coal was 43% of the

market which was a 23% decrease (1.5 million tons) from the

previous year. The lower consumption of coal from local

resources was partly a result of the reduced generation capacity

at Mae Moh Power Plant, three units of which stopped their

operation, whereas the decrease in consumption in the private

sector was because the cement industry imported coal and used

alternative fuel to lower production costs. Consequently, the

demand of coal from local resources was at 18 million tons,

which was an 11% fall, or 2.24 million tons.

» Imported Coal

Imported coal was mainly from Indonesia as always

because their coal had higher heat value than the local coal and

had lower costs than others. There was a significant increase of

imported coal demand in 1999/2000, which ran counter to the

demand of local coal. The increased imported coal was meant to

replace some local coal in order to lower fuel costs. In the

previous year, coal price in the world’s market dropped to one of

the lowest price of all time and the Thai baht was stronger and

more stable than before; moreover, freight charge was sometimes

much lower than in the past. All these factors accounted for the

lower costs in importing coal. Coal users were then more

motivated to switch to imported coal, leading to a large volume

of imported coal (4.34 million tons), which was a 57% increase

(1.58 million tons).

P o w e r I n d u s t r y

In this day and age of globalization, power industry

worldwide has welcomed changes, adaptation and reorganization.

The age of industry monopoly and state control is slowly fading

out and in coming is the free competition. New breeds of market

structure in power business will include producer market,

wholesale market and retail market. There will be reformation of

the rules and regulations giving birth to investment law, trade law,

tax law, environmental law which stresses the importance of energy

efficiency, environmental preservation as well as foundation

structure of the economy in different countries. Industrialized

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

1 5

countries like the US and some European countries already

underwent these changes and reorganizations while the countries

in the East and some developing countries are just beginning to

pick up the trend.

In the long run, investment in this power industry is on

track with expansion in developing countries and is forecast to

have a greater expansion than in those industrialized countries.

This is because developing countries are in the Electricity age,

when they have higher growth rate of electricity consumption.

The US Energy Information Administration (EIA) has estimated

that within the next 20 years the global electricity consumption

will grow 70% from 12,000 billion kilowatt/hour to 22,000

billion kilowatt/hour. Developing countries in the Asian region

are projected to have the fastest growing rate of electricity

consumption in the world, followed by Central and South American

countries. These two groups of users will take up 52% of the

global consumption.

In addition, the course of fuel used in electricity

generation is changing too. Coal will still be in greater demand

than nuclear energy, oil, hydro power and other recycled fuels

respectively. However, different parts of the world will see

different proportions of each particular fuel used depending

on different contributing factors such as policies and plans

concerning energy, restrictions of environmental law, fuel resources

and capital investment in power plant construction in each

individual country. North American countries, China and some

developing countries still prefer coal as their major fuel in

electricity generation. Natural gas is the second major fuel

particularly in countries with their own gas resources or in

countries with gas pipe lines. Fuel oil and diesel will be the major

fuel in electricity generation during peak demand in all countries,

while nuclear and hydro power are on track to stay unchanging

in demand or to drop because of some restrictions imposed on by

environmental awareness and resistance from environmentalists.

W o r l d P o w e r G e n e r a t i o n I n p u t s b y F u e l 1 9 7 1 - 2 0 2 0

Unit : Million Tons

2,500

2,000

1,500

1,000

500

0

1970 1975 1980 1985 1990 1995 2000 2005 2010 2015 2020

Solid Fuel Oil Gas

Hydro Nuclear Other Renewables


A n

n u

a l

R e

p o

r t

2

0 0

0

1 6

I n d u s t r i a l M i n e r a l M a r k e t

» Kaolin and Ball Clay

Market demand for kaolin and ball clay, which are major

raw materials in ceramic industry, continually rose in the past

year due to the growing consumption of ceramic products like

floor tiles, sanitary ceramics, and table wares, as well as kitchen

utensils coupled with the increased exports. Production capacity

in the ceramic industry utilized to 70-80% of the capacity

for floor tiles and sanitary wares and 100% utilization of the

capacity for table wares. Floor tiles trade and sanitary wares

trade significantly recovered because the local construction

industry was beginning to pick up. Housing companies were able

to finish their housing projects, work on the interior design and

furnish the houses. A number of debt restructuring plans for the

unfinished projects were carried out. Apart from that, the lower

housing loans interest rate considerably helped contribute to

the recovery of housing market. Old houses were bought and

redecorated. Thus, there was an increased demand for floor tiles

and sanitary ceramics.

At present, kaolin and ball clay markets have a bright

future awaiting and are projected to be continually expanded due

to the possible recovery of the housing market in the coming

years. Moreover, Thailand’s ceramic industry has a strong

foundation with high potential for export expansion.

80

70

60

50

40

30

20

10

0

OBCD North America OBCD Europe OBCD Pacific Transition Economics China & Hong Kong Rest of the World World

Solid Fuel Oil Gas Nuclear Hydro Other Renewables


» Calcium Carbonate

Calcium carbonate is a kind of fine, white powder-like

limestone of great demand in both local and international

industries. It is used as a filler in the production of a wide

variety of products such as papers, plastics, paints, rubbers,

toothpaste, etc. Its prices are based on fineness, brightness, purity

and chemical properties. The country's major calcium carbonate

resources are in Lopburi, the central plain province, but the

quality of the mineral found there is of moderate standard,

leading to the need to import high-quality calcium carbonate for

local industries. In 1999, 5,000 tons of calcium carbonate worth

Baht 85 million was imported. However, calcium carbonate

from local resources was also exported to international markets.

In 1999, 24,700 tons worth Baht 76 million were exported.

There was a large gap between the export and the import

because the exported mineral was of moderate quality and was

priced at a lower rate than the imported calcium carbonate.

As for international markets, major importers in the

region were Japan, South Korea, and Taiwan while Malaysia was

the largest exporter of the region. However, Vietnam has become

increasingly very active in exporting the mineral which is of

a very high quality.

S h a r e s o f F u e l I n p u t s i n t o P o w e r G e n e r a t i o n i n 2 0 2 0

Unit : Percent

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

1 7

T H E P R E V I O U S Y E A R

M I L E S T O N E S D U R I N G

July 1999 MDR-ECC Co., Ltd., one of the Company’s subsidiaries, is the first Ball Clay producer in Asia to receive

ISO 9002 certification for its quality standards in production, installation and service from the Thai Industrial

Standard Institute, Ministry of Industry.

August 1999 Holders of Euro Convertible Debentures (ECD#1) are repaid for the remaining 9,711 units at USD 1,248.58

per unit, totaling USD 12.47 million, plus interest of USD 0.34 million, totaling USD 12.81 million or Baht

476 million.

Banpu Terminal Co., Ltd. (A5 Port), a wholely own subsidiary of the Company, is the first operator of port

handling services in Thailand to earn ISO 9002 for its quality management system from Lloyd’s Register

Quality Assurance (LRQA).

September 1999 The Company increases its registered capital from Baht 1,218,814,750 to Baht 3,540,504,790 (354,050,479

shares) by registering new 232,169,004 shares at Baht 10 par, amounting to Baht 2,321,690,040.

The registered capital are offered, together with warrants, to the existing shareholders, offer for the private

placement, and reserve for warrants' right to exercise.

November 1999 The Company appoints Mr. Manas Leeviraphan, Ms. Sukon Kanchanalai and Mr. Montree Mongkolsawad

as members of the Audit Committee.

The Company’s subsidiary, Banpu Minerals Co., Ltd., (99.99% of the registered capital owned by the

Company) invests in Ban-Sa Mining Co., Ltd. by purchasing 308,159 shares (approximately 51.35% of

the registered capital) at Baht 142 per share, amounting to Baht 43,758,578.

The Company offered and issued Baht 2,000 million Senior Unsecured Debentures in registered form on

November 3, 1999. The debentures were issued in two series with the following terms and conditions:

1) Banpu Debentures 3/2542

Issue size : 1,250,000 units (Baht 1,000 par)

Principal amount : Baht 1,250 million

Tenor : 3 years

Maturity date : November 3, 2002

Interest rate : 8.125% per annum

Interest payment : Semi-annually payable

Redemption : Partial principal repayment of Baht 250 per unit at second anniversary and the

remaining to be redeemed at maturity

2) Banpu Debentures 4/2542

Issue size : 750,000 units (Baht 1,000 par)

Principal amount : Baht 750 million

Tenor : 5 years

Maturity date : November 3, 2004

Interest rate : MLR - 0.25% per annum; MLR calculated by using the average of 4 major

commercial banks (Bangkok Bank, Thai Farmers Bank, Krung Thai Bank and

Siam Commercial Bank)

Interest payment : Semi-annually payable

Redemption : Partial principal repayment of Baht 250 per unit at fourth anniversary and the

remaining to be redeemed at maturity

A n

n u

a l

R e

p o

r t

2

0 0

0

1 8

December 1999 Banpu Minerals Co., Ltd. is ISO 9002 certified for its quality management system in Coal and Ball Clay Mining

Business (LP-2) in Lampang province northern by MASCI.

January 2000 The Company enters into a Call Option Agreement with Sithe Pacific Holdings Ltd., who is entitled to purchase

approximately 22.07% of total shares of the Cogeneration Public Co., Ltd. within November 16, 2000.

Accordingly, Sithe Pacific Holdings Limited has to pledge USD 10 million worth of collateral to guarantee

the exercise of the aforesaid right. If the right is fully exercised, the Company’s share ownership in

the Cogeneration Public Co., Ltd. will be reduced to approximately 10% of the total shares.

Banpu Minerals Co., Ltd. is awarded ISO 9002 for its quality management system in Engineering Services

Business from MASCI.

February 2000 The Company’s subsidiary, Banpu Coal Power Ltd. agreed to invest in BLCP Power Ltd. by purchasing

600,000 of its shares (15% of the registered capital) from Loxley Energy Co., Ltd. at Baht 97.25 per share

totaling Baht 58,349,960.50. (Before the share acquisition, Banpu Coal Power Ltd. already had substantial

shareholding in BLCP Power Ltd. at 35% of the registered capital. Subsequently, with the additional number

of shares, Banpu Coal Power Ltd.’s shareholding in BLCP Power Ltd. will increase to 50% of the registered

capital).

Banpu Minerals Co., Ltd. invested in Ban-Sa Mining Co., Ltd. by purchasing 184,513 of its shares (30.75%

of the registered capital) at Baht 142 per share, totaling Baht 26,200,646. (As a result of the share

acquisition, Banpu Minerals Co., Ltd.’s shareholding in Ban-Sa Mining Co., Ltd. has increased from

approximately 51.35% to 82.10% of the registered capital).*

The Company issued 5 series of non-transferable warrants to directors and employees of the Company and its

subsidiaries under the Employee Stock Ownership Program (ESOP) with 4,443,500 units in the first issue

allocated to the directors (1,155,000 units) and employees (3,288,500 units).

March 2000 The Cogeneration Public Co., Ltd., the Company’s affiliate, increased its registered capital from Baht

8,830 million to Baht 12,845 million by issuing 401,500,000 new ordinary shares at Baht 10 par. The shares

will be offered to the existing shareholders at the ratio of 2 existing shares to 1 new share with the aim to

recalibrate its own debt and equity structure.

April 2000 Banpu Power Vietnam 1 Pte., Ltd., a wholly own of Banpu Power Ltd. subsidiary, acquires 30% stake of the

registered capital in Amata Power (Bien Hoa) Ltd. from Electrowatt Engineering AG for USD 1,228,571

(or Baht 46,681,693).

June 2000 Sithe Pacific Holdings Ltd. exercises its right under the Call Option Agreement to purchase 31,236,759

ordinary shares of the Cogeneration Public Co., Ltd. at Baht 20.33 per share or 2.59%, after which the

Company’s shareholding in the Cogeneration Public Co., Ltd. remains at 30.26%.

N o t e : * As of June 30, 2000, Banpu Minerals Company Limited holds 88.57% in Ban-Sa Mining Company Limited.

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

1 9

S u m m a r y o f D e v e l o p m e n t s D u r i n g t h e P r e v i o u s Y e a r

» Coal and Minerals Business

The Company, through its subsidiary - Banpu Minerals Co., Ltd., has invested in Ban-Sa Mining Co., Ltd. by purchasing its shares

that amount to 88.57% of the registered capital. Because of Ban-Sa’s 51% shareholding in Chiang Muan Mining Co., Ltd., the Company

currently holds 70.17% in Chiang Muan Mining Co., Ltd. both directly and indirectly, thus providing the Company access to more stable

coal reserves for own production.

» Power Business

The Company has entered into a Call Option Agreement with Sithe Pacific Holdings Ltd. who is granted the right to buy

ordinary shares of the Cogeneration Public Co., Ltd. Up to 22.07% of the subscribed shares within November 16, 2000. Should Sithe

Pacific Holdings decide to fully exercise its right under the agreement, the proportion of Banpu’s shareholding in the Cogeneration Public

Company Limited will be reduced to approximately 10% of the subscribed shares.

At the end of June 2000, Sithe Pacific Holdings Ltd. decided to partially exercise the option and purchased 31,236,759

shares of the Cogeneration Public Co., Ltd. from the Company at Baht 20.33 per share, totaling 2.59%. Consequently, the Company’s

shareholding in the Cogeneration Public Co., Ltd. has been reduced to 30.26%.

The Company has invested in Amata Power (Bien Hoa) Ltd., a power plant located in the southern industrial estate of Vietnam,

by acquiring an investment of 30% of the registered capital from Electrowatt Engineering AG. The investment is held through

a subsidiary, Banpu Power Vietnam 1 Pte., Ltd. A plan is laid down to further expand the investment to 55% for this first overseas

investment project of the Company in power business.

» Debt Obligations

The Company repaid USD 12.81 million for its 9,711 units of Euro Convertible Debentures, Series 1 at maturity and USD 44.95

million to partially redeem 42,964 units of its Euro Convertible Debentures, Series 2 before maturity in order to minimize the Company’s

risk from foreign currency exposure.

On November 3, 1999, the Company issued and offered senior unsecured debentures totaling Baht 2,000 million in registered

form with partial principal repayment as follows:

Banpu Debentures, Series 3/2542; 1,250,000 units at Baht 1,000 par totaling Baht 1,250 million, maturing in 3 years on

November 3, 2002, carrying 8.125% p.a. coupon payable semiannually with partial principal redemption of Baht 250 per unit

on second anniversary date and the remaining redeemable at maturity.

Banpu Debentures, Series 4/2542; 750,000 units at Baht 1,000 par totaling Baht 750 million, maturing in 5 years on

November 3, 2004, carrying a coupon equivalent to the average of MLR rates as quoted by 4 commercial banks (Bangkok

Bank Plc., Thai Farmers Bank Plc., Krung Thai Bank Plc. and Siam Commercial Bank Plc.) minus 0.25% p.a. and payable

semiannually with partial principal redemption of Baht 250 per unit on fourth anniversary date and the remaining redeemable

at maturity.

» Registered Capital

The Company has increased its registered capital from Baht 1,218 million to Baht 3,540 million (354,050,479 shares) by

registering 232,169,004 new ordinary shares at Baht 10 par, totaling Baht 2,321 million. Paid-up capital has also been increased to

Baht 2,095.69 million after 104,784,502 shares were sold to the investors at Baht 10 per share.

A n

n u

a l

R e

p o

r t

2

0 0

0

2 0

The following are the operation results of Banpu Public Company Limited and its subsidiaries for the fiscal year ended June 30,

2000, compared with that for the fiscal year ended June 30, 1999, to be used as a reference in reading and better understanding the

consolidated financial statement. These statement should be read in conjunction with audited consolidated financial statement for the year

ended June 30, 2000 from page 51 to 89.

C o n s o l i d a t e d I n c o m e S t a t e m e n t s

1. Consolidated sales revenues were Baht 4,439 million, an increase of Baht 778 million or 21.23% from last year. Details are

as follows:

1.1 Revenues from coal sales increased Baht 496 million from Baht 2,221 million to Baht 2,717 million, account for 61.21%

of total sales, as a result of an increase in coal sales volume from 3.49 million tons to 4.14 million tons. Additional

tonnages of coal from Indonesia were supplied to cement industry, power industry and small boiler customers in Thailand

as well as to the power producer in Indonesia.

1.2 Revenues from EGAT overburden removal contract increased Baht 76 million from Baht 1,178 million to Baht 1,254

million, account for 28.25% of total sales. The operation for overburden and earth removal contract with EGAT increased

3.63 and 0.13 million cubic meters from 36.73 and 5.22 million cubic meters to 40.36 and 5.35 million cubic meters.

The operation for lignite excavation decreased 0.73 million tons, from 5.51 million tons to 4.78 million tons.

1.3 Revenues from industrial minerals increased Baht 95 million from Baht 134 million to Baht 229 million, account for

5.17% of total sales. Sales of calcium carbonate (CaCO3) were 48,072 tons amounting to Baht 36.65 million from

a subsidiary in Republic of Vietnam. Service fees received from an associated company were Baht 20.89 million for ash

management. Other minerals sales from ball clay and kaolin also increased Baht 18.51 million and Baht 14.23 million

respectively.

1.4 Revenues from Port handling services increased Baht 41 million from Baht 76 million to Baht 117 million, account

for 2.65% of total sales, resulted from higher automobile export. The Company has completed its investment in port

facility and has sufficient capacity for growth opportunity in automobile export from Thailand; and

1.5 Revenues from other services increased by Baht 69 million from Baht 52 million to Baht 121 million, account for 2.73%

of total sales. There was an increased in service fee received from an associated company and other customers for

coal stockyard management and coal mining services.

2. Consolidated other income were Baht 563 million, decreased from last year Baht 21 million or 3.58% resulted from last

year’s gained on selling Tri Energy Company Limited project and ordinary shares in the amount of Baht 111.55 million and

gained on selling 13.50 million ordinary shares in the Cogeneration Public Company Limited (COCO) of Baht 249.78 million.

This year the Company only realized gained from selling 31.24 million ordinary shares in COCO in the amount of Baht

335.51 million.

A n

n u

a l

R e

p o

r t

2

0 0

0

2 0

A N D A N A L Y S I S O N F I N A N C I A L S T A T E M E N T S

M A N A G E M E N T D I S C U S S I O N

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 1

3. Earnings (loss) from the operation of the associated companies was Baht (279) million derived from

Earning loss from the Cogeneration Public Company Limited Baht (273) million, of which Baht (49) million was operation

loss and Baht (224) million was unrealized loss on foreign exchange; and

Earning loss from operation of other associated companies i.e. Tri Energy Company Limited and Amata Power (Bien Hoa)

Limited totaling Baht (1) and (5) million respectively.

4. Consolidated cost of sales were Baht 3,663 million, increased by Baht 1,046 million or 39.97% from last year related to

higher sales revenues and greater portion of imported coal sales. In addition, production cost from own mine in Indonesia

was higher than plan as a result of production volume was lower than plan.

5. Consolidated gross profit were Baht 776 million registering gross margin at 17.50%, decreased from last year by Baht 269

million due to higher cost from sales of imported coal as stated in item 4.

6. Consolidated selling and administrative expenses were Baht 581 million, decreased by Baht 48 million or 7.62% from last

year, as a result from the Company’s success in its cost reduction program of Baht 32 million and decrease in depreciation

expenses for the amount of Baht 16 million.

7. Profit (Loss) from foreign exchange of Baht (140) million due to depreciation of Baht against US Dollar, compared to the

previous fiscal year. The exchange rate as of June 30, 2000 and 1999 were 39.2759 and 37.0009 Baht/USD respectively.

8. Loss from projects written off Baht 280.88 million resulted from the Company’s policy to realize project expenditures

in compliance with the new generally accepted accounting principles. Some of these projects are still on the Company’s

development plan for next few years.

9. Loss from impairment in the amount of Baht 125.96 million. To present the fair value of assets on a conservative basis and

in compliance with new accounting principles, the Company has realized loss from impairment of land and other assets of

Baht 82.60 million and non marketable securities of Baht 43.36 million.

10. Loss from write down of inventory Baht 24.78 million resulted from decreased in value of low quality coal inventory in

accordance with accounting principles of lower cost or market price basis.

11. Consolidated interest expenses were Baht 471 million, increased by Baht 56 million or 13.46% from last year resulted from

an issuance of local debentures of Baht 2,000 million. The proceeds were used to increase the Company’s liquidity and prepay

Euro Convertible Debentures with an objective to reduce foreign currency risk.

12. Financial expenses on bond redemption were Baht 225 million derived from the redemption premium and expenses of the

Euro Convertible Debentures. The Company has redeemed USD 52.66 million of such debentures.

13. Net profit (loss) for this year was Baht (814) million, of which Baht 37 million was the operation profit after interest

and tax, profit (loss) on foreign exchange was Baht (140) million, loss on impairment of assets and project written off

were Baht (432) million and earnings (loss) from operation of associated companies were Baht (279) million details as per

item 3.

14. Earnings (loss) per share for this year was Baht (5.48), compared to Baht 22.37 per share last year.

C o n s o l i d a t e d B a l a n c e S h e e t s

1. Total assets were Baht 13,769 million, decreased by Baht 797 million or 5.47%, compared to the total assets as of

June 30, 1999. Details are as follows:

Cash on hand and at bank decreased Baht 233 million or 32.43%;

Accounts and notes receivable-net decreased Baht 146 million or 17.78%, as a result of receipt of payment from

customers;

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 1

A n

n u

a l

R e

p o

r t

2

0 0

0

2 2

Loans and advances to subsidiary, associated and related companies decreased Baht 568 million or 89.01% due to receipt

of loan repayment from 2 associated companies;

Inventories decreased Baht 4 million or 0.93%;

Spare parts and machine supplies decreased by Baht 51 million or 23.24% resulted from utilizing of spare parts for

scheduled maintenance;

Other current assets decreased by Baht 109 million or 29. 69% resulted from accrued interest received from associated

companies;

Loans to other companies increased by Baht 184 million or 43%;

Investment in subsidiary and associated companies increased Baht 827 million or 22.84% from subscribing 138.23

million ordinary shares of the Cogeneration Public Company Limited at par value of 10 Baht/share in accordance with

its right offering and having sold part of them to Sithe Pacific Holdings Limited as well as recognition of earnings (loss)

from associated companies by equity method;

2. Total liabilities decreased Baht 661 million or 8.46% compared to last year. Details are as follows:

Bank overdrafts and bank loans decreased Baht 445 million or 33.77% from the loan repayment;

Trust receipt payable decreased Baht 89 million or 53.79% due to the payment for imported coal;

Accounts payable and notes payable increased Baht 120 million or 119.52%, as a result of more purchase of inventory

and supplies in the fourth quarter;

Long-term loan decreased Baht 342 million or 33.31% from loan repayment to local banks; and

Debentures increased Baht 171 million or 3.66% from new issuance of local debentures totaling Baht 2,000 million and

redemption of Euro Convertible Debentures in the amount of Baht 1,829 million.

3. Shareholder’s equity decreased Baht (136) million or 2.01% resulted from 1) Capital increase of 104,784,502 ordinary

shares at 10 Baht each totaling Baht 1,048 million, 2) Dividend paid to shareholders at Baht 2 per share in the sum of Baht

(210) million on November 24, 1999, 3) Net profit (loss) for this year of Baht (814) million and 4) Accumulated loss from

changed in accounting policy on deferred expenses in the amount of Baht (112) million.

Debt to equity ratio as of June 30, 2000 for the consolidated balance sheets was 1.10 times and for the Company was 1.12

times, lower than the ratio as of June 30, 1999 which were 1.19 and 1.22 times respectively.

Aging analysis of accounts and notes receivable as of June 30, 2000 and 1999 for consolidated financial statements were below.

A n

n u

a l

R e

p o

r t

2

0 0

0

2 2

Aging of Accounts Receivable as of June 30, 2000 as of June 30, 1999

Million Baht Million Baht

Accounts Receivable Due for payment 642.41 611.53

Accounts Receivable Due for payment:-

Less than 3 months 24.38 59.08

Over 3 months but not over 6 months 3.74 2.41

Over 6 months but not over 12 months 4.91 0.33

Over 12 months 260.37 270.10

Total 935.80 943.46

Notes Receivables - 147.58

Total 935.80 1,091.03

Less Allowance for Doubtful Accounts (259.97) (269.05)

Net 675.84 821.98

Allowance for Doubtful Accounts for the year - 143.27

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 3

C a s h F l o w S t a t e m e n t s

The consolidated cash flow statements for the fiscal year ended June 30, 2000, presented net cash flow provided from operation

of Baht 1,247 million accounted for cash flow return on equity (beginning of period) of 18.91%. Net cash used for investment activities

was Baht 1,478 million due to additional investment in an associated company and increased in fixed assets. Net cash used for financing

activities was Baht 2 million from dividend payment to shareholders in the sum of Baht 210 million, loan repayment to local bank of

Baht 788 million, trust receipt payment of Baht 89 million and repurchased Euro Convertible Debentures in the amount of Baht 1,829

million. The Company received cash of capital increase of Baht 1,048 million as well as net cash received from issuance of Baht debenture

of Baht 2,000 million for loan repayment and redemption of Euro Convertible Debentures. Total cash flow decreased Baht 862 million

as compared to last year were mainly from greater investment in associated companies and fixed assets, which will generate income in

the longer term.

C o n t i n g e n t L i a b i l i t i e s

The Company is obligated to provide financial support to The Aromatics (Thailand) Public Company Limited under the

Shareholders Support Agreement that requires each shareholder’s support, in proportion to the percentage of ownership, as follows:

The Petroleum Authority of Thailand 70.5%

Siam Cement Public Co., Ltd. 15.0%

Banpu Public Co., Ltd. 9.5%

Crown Property Bureau 5.0%

100.0%

As a condition of the agreement, each shareholder must provide financial support to the company in the following circumstances:

Financial support obligations of the shareholders Unit : USD Million

At construction stage, in case that the actual investment cost rises above the approved budget 60.0

(Cost Overrun Support)

At production stage, to enable the Company to repay loans to the banks (Cash Deficiency Support) 150.0

Total 210.0

Accordingly, Banpu Public Company Limited has the obligation to provide financial assistance to The Aromatics (Thailand) Public

Company Limited in case of Cost Overrun for USD 5.7 million and Cash Deficiency for USD 14.25 million, totaling USD 19.95 million

or 5.17% of the total assets. The supports are to be recorded as subordinated loans (whereas the Company is entitled to receive

repayment only after all principals plus interests are repaid to the lending banks.)

At present, The Aromatics (Thailand) Plc. has made a partial drawing of USD 16.625 million or Baht 601.597 million under

the Cash Deficiency Support Agreement at MLR+0.5% p.a. interest rate payable annually. In case of delayed payment, the interest will

be compound with the principal to calculate the amount of interest for the following year. However, the borrower must follow the

conditions under the borrower's Master Loan Agreement before any payment of interest and principal can be made, or alternatively this

loan may be converted into capital of the borrower. The remaining obligation of the Company, which will be the final payment under Cash

Deficiency Support, is USD 3.325 million in the year 2001.

In 1998, The Aromatics (Thailand) Plc. continued to experience a loss from its operations due to the declining sales prices as

compared to the previous years while the cost of raw materials increased as a result of higher oil price. Moreover, it suffered from

repeated production problems that often required the machines to halt.

The Aromatics (Thailand) Plc. has been successfully negotiating with the lending bank group regarding debt restructuring in

accordance with the company’s liquidity. It also looks forward to the execution of the new Shareholders Support Agreement in which

Banpu will be allowed to hold up to 6% of the total shares or 24 million shares. In addition, the performance shows sign of improvement

due to increasing oil and product prices.

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 3

A n

n u

a l

R e

p o

r t

2

0 0

0

2 4

A p p r o p r i a t e n e s s o f D e b t / E q u i t y S t r u c t u r e

The Company has increased its capital by selling 104.78 million ordinary shares at Baht 10 par, totaling Baht 1,048 million in

January 2000 and used the proceeds to repay loans to financial institutions and redeem Euro Convertible Debentures to reduce funding

cost as well as foreign exchange risk. Net debt to Equity ratios as at June 30, 2000 in the consolidated and “parent-company” financial

statements stood at 0.99 and 0.96, lower than those of the same period in 1999 at 1.09 and 1.04 respectively. Debt servicing ability

of the Company calculated from cash flow from operations before interest paid and income tax in the consolidated financial statements

was 3.65, the same level as 3.83 of the previous year, indicating that the Company’s financial structure is effective and appropriate.

S u f f i c i e n c y o f L i q u i d i t y

The Company has been able to maintain liquidity at adequate and appropriate level for its business operations. Current ratios

from the consolidated financial statements as of 2000 and 1999 were 1.03 and 1.32 while quick ratios for the same periods were 0.60

and 0.89 respectively. Inventory turnover period also improved from 53 days to 47 days as a result of more congruent planning between

production and distribution. In addition, average collection period reduced from 76 days in the previous year to 62 days. Reserve for

outstanding receivables with collection period longer than 12 months was fully provided for. Apart from improving efficiency in inventory

management and receivables collection, it is expected that during the accounting year ended June 30, 2001, Sithe Pacific Holdings Ltd.

will exercise its right to buy ordinary shares of the Cogeneration Public Company Limited from the Company under the Call Option

Agreement. The Company’s liquidity whereby will be strengthened.

R e s u l t s o f S u b s i d i a r y a n d A s s o c i a t e d C o m p a n i e s A f f e c t i n g t h e P e r f o r m a n c e o f t h e C o m p a n y

Operational results of the subsidiaries, which are approximately 99% owned by the Company, and the associates have direct

influence on the financial status and performance of the Company. For the fiscal year ended June 30, 2000, the Company realized its

portion of subsidiary losses of Baht 427.29 million. A sizable portion of Baht 338.22 million was mainly from the recording of losses

in accordance with the accounting standards on amortization of projects and asset impairment of Baht 238.62 million and 99.60 million

respectively. Loss from the operation of the associated companies was realized by the equity method at Baht 279 million, of which Baht

273 million was from the Cogeneration Public Company Limited resulted mainly from foreign exchange loss of Baht 224 million and

operational loss of Baht 49 million. The remaining Baht 6 million was realized loss of other associated companies, i.e. Tri Energy Co., Ltd.

and Amata Power (Bien Hoa) Ltd.

Presently, the Company holds shares in the Cogeneration Public Company Limited amounting to 30.26% of registered capital.

It is expected that, during the fiscal period ended June 30, 2001, Sithe Pacific Holdings Ltd. will exercise its right to buy the remaining

19.47% portion of ordinary shares of the Cogeneration Plc. from the Company under the Call Option Agreement. After the share

purchase, the Company’s shareholding in the Cogeneration Plc. will be reduced to only 10.79%. As a consequence, the Cogeneration Plc.

will no longer be one of the Company’s associates according to the accounting definition.

M a n a g e m e n t R e v i e w

For the fiscal year 2000, the Company has successfully increased its sales revenues by 21.23%. Those increases in sales revenues

were from all operations include coal and minerals as well as mining services and other services. In addition, the Company has commenced

sales and production from its own source in Indonesia. However, due to the delay in the start up of an associated company’s power plant,

the Company’s sales from Indonesian coal mine was below target. Whereby, on the production side, there was slight impediment, since

it was the first year of operation. The Company’s mineral business in Republic of Vietnam has also commenced operation, producing

Calcium Carbonate the fist time in the fiscal year 2000.

A n

n u

a l

R e

p o

r t

2

0 0

0

2 4

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 5

Two significant power projects of the associated companies have reached full commercial operation. The Cogeneration Public

Company Limited has declared commercial operation of its full capacity of 815 MW since March 2000. Tri Energy Co., Ltd. has also

start commercial operation of its 700 MW gas fired generation at the end of June 2000. In addition beside investment in power projects

in Thailand, the Company also has 30% investment in Amata Power (Bien Hoa) Ltd. in Republic of Vietnam. This project has produced

electricity supplying to the customers in the industrial estate in Southern Vietnam.

The Company has reduced its debt by redeeming the Euro Convertible Debentures (ECD) in substantial amount, achieving an

objective of reducing risk in terms of cost of debt and foreign currency exposure in long term, and consequently, will improve financial

performance in the years going forward. In doing so, there was extraordinary cost incurred in the amount of Baht 225 million.

There were also other extraordinary expenses for the fiscal year 2000. An impairment of assets together with projects written off totaling

Baht 432 million. Loss sharing on an equity basis from associated companies totaling Baht 279 million, which derived mostly from

translation foreign currency loss. The Company’s loss on exchange rate was Baht 140 million. The Company has applied new accounting

standard of impairment on a conservative basis to assure a fair value. Some of those projects written off are still in the Company’s plan

for developing to the mining stage within next few years. With the aforementioned extraordinary items, the Company registered loss in

the amount of Baht 814 million.

The Company has prudently taken notable actions as described above. Its mission is to preposition itself for future growth along

with better financial performance in the long run. For example, the commencement of Indonesian coal mine is targeting for local market

in Indonesia as well as export to Thailand market and other markets. Calcium Carbonate and other minerals produced by the Company

will also expand to sell more to international market. The Company has plan for market expansion with substantial growth for both coal

and minerals. Target market will be the countries in Asia.

Financially, beside an early redemption of ECD, the Company has issued Baht 2,000 million of local debentures in November 1999.

There was a capital increased in January 2000 totaling Baht 1,048 million. In the fiscal year 2001, the Company looks out for an exercise

of the Call Option Agreement to purchase ordinary shares of the Cogeneration Public Company Limited by Sithe Pacific Holdings Limited,

which will increase the Company’s liquidity and gear toward a lower debt to equity ratio.

A u d i t C o m m i t t e e ’ s R e p o r t o n t h e C o m p a n y ’ s O p e r a t i o n s D u r i n g t h e P r e v i o u s Y e a r

The Audit Committee has appointed independent auditors to give opinion regarding important matters in the financial statements.

In the auditors’ opinion, two major issues have been raised as follows:

1. Change of accounting principle. Pursuant to the Audit Committee’s Meeting No. 2/2542-43, it was resolved that the Company

should realize the impairment of assets in accordance with the Accounting Standard No. 36. Consequently, the Company has

realized Baht 126 million loss from impairment of assets, Baht 281 million loss from projects written off and Baht 25 million

loss from write-down of inventory.

2. Investment in subsidiary and associated companies of Baht 6,188 million as well as loans and advance to its subsidiary,

associated and related companies of Baht 2,022 million, totaling Baht 8,210 million. The amount is considered significant

since it is equivalent to 70% of the total assets. The Vice President of Finance clarified this matter in the meeting and there

were no further questions.

The Audit Committee is of the opinion that, in the fourth-quater and annual financial statements, the auditors have given no

conditions and notices in the auditors’ reports and found no indications or notices of irregularities in their review of the Company’s

financial statements. Explanation and analysis of the management have been clearly, sufficiently and correctly stated in all material

aspects in conformity with generally accepted accounting principles.

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 5

A n

n u

a l

R e

p o

r t

2

0 0

0

2 6

F u t u r e B u s i n e s s T r e n d s

» Domestic Coal Mining and Selling

Coal demand in the Kingdom is expected to reach approximately 10.48 million tons in 2001. The Company has set a target

for 49% market share by selling coal from the Company’s indigenous reserves and imported coal.

» Overseas Coal Mining and Selling

The Company has expanded its coal production capacity in Indonesia through PT. Jorong Barutama Grestor (JBG) to 3.0

million tons. Its targeted customers are those in power and cement industries in Thailand, Indonesia, India and other Asian

countries.

Apart from Kalimantan Island, the Company is planning to explore and develop other coal reserves in Indonesia. In the case

of the reserve in Sumatra where the Company has already been granted concession by the Indonesian government,

the exploration and development is in progress. According to the plan, it is anticipating to produce and sell the coal to

customers by the year 2002. In addition, it is negotiating to find additional coal reserves.

The Company is contemplating to expand the coal markets to other countries after the success in India and Taiwan.

» Port & Transportation

As the volume of automobile export is likely to strongly increase, the Company believes that the export of cars will increase to

180,000 units in 2001. The Company still has sufficient port area to expand its facilities in order to handle more ships should automobile

export continue to record long-term future growth.

» Industrial Minerals

Being the largest seller and the most trusted by users in the Kaolin and Ball Clay markets with extra production capacity provides

the Company with the competitive advantage in developing new markets.

» Overburden & Lignite Removal

The Company has entered into the new tender competition to bid for overburden and lignite removal concession opened to public

by EGAT in June 2000.

» Electricity & Steam

The Company is exploring the possibilities of investing in other power projects both in the Kingdom and other Asian countries

with the aim to expand its future capacity to create value in the power business.

A n

n u

a l

R e

p o

r t

2

0 0

0

2 6

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 7

M a r k e t R i s k

In the previous year, coal price in the world market

declined to the lowest level while domestic coal price adjusted

itself higher following the diesel price which is the main cost in

lignite production. Such situation may create market risk arising

from the competition of import coal from overseas because the

coal markets are freely accessible both in Thailand and overseas.

Last year, approximately 50% of the Company’s entire coal sales

in Thailand, with coal produced locally as well as imported

from Indonesia which contained volume and price agreement,

was in form of long-term contracts between one to fifteen

years. The rest was short-term with strong competition in

the market and will be subject to the risk of selling price and

volume fluctuations in the following years. Selling in the form of

long-term contracts will continue at the same level of 48-50%.

The Company’s ability to sustain its competitiveness and revenue

growth is largely depending upon the efficiency of its operation

and management, particularly in the areas of costs of coal

reserve and administrative costs. It is one of the reasons that the

Company has endeavored to constantly improve its operational

efficiency in various aspects for several consecutive years.

R i s k f r o m L o s i n g M a j o r C u s t o m e r s

The ten-year service agreement between the Company

and The Electricity Generating Authority of Thailand (EGAT) for

the overburden removal and lignite mining at Mae Moh Mine in

Lampang province will expire on September 30, 2001. In year

2000 the Company earned Baht 1,254 million or 28.25% of

total sales from the overburden and lignite removal service

performed for EGAT. If the Company is no longer awarded a

similar contract after the agreement expires, it will lose its steady

source of income from the overburden and lignite removal service

of approximately Baht 1,000 million.

R i s k f r o m I n c r e a s i n g C o s t s

Primary costs of the Company are generally diesel price,

cost of investment in imported machinery, price of imported spare

parts and interests. Approximately 50% of the sales are under

long-term agreements with formulae to allow adjustment of

diesel price. Risk from fuel price increase is therefore lying in the

remaining 50% short-term selling. Cost of imported spare parts

is significantly related to the overburden and lignite removal service

agreement with EGAT that will expire in September 2001.

However, EGAT has decided to compensate for such cost to the

Company in the current agreement. In power business of the

associated companies, namely the Cogeneration Public Company

Limited and Tri Energy Co., Ltd., the related agreements contain

lower risks from fuel, machinery, and spare part prices which

fluctuate largely due to foreign exchange rate.

The financial status of the Company and its subsidiaries

is subject to only minimal risk from increasing interest cost as

more than 50% of the entire borrowings are in form of debentures

with fixed interest rates. The remaining amount fluctuates with the

market rates, predominantly in the local money market. In the next

financial year, a substantial amount of borrowing will be reduced

which will help minimize the risk. In the case of Tri Energy Co., Ltd.

which is the main associated company with large amount of

borrowing, base interest under the loan agreements was fixed.

R i s k f r o m C a l l O p t i o n A g r e e m e n t w i t h S i t h e

P a c i f i c H o l d i n g s L i m i t e d

Pursuant to the terms and conditions of the Call Option

Agreement dated January 19, 2000 and the amendments on

May 8, and May 31, 2000, the Company has agreed to give

Sithe Pacific Holdings Limited the right to purchase 22.07% of

the Cogeneration’s total subscribed shares (or approximately

265,770,000 shares) held by the Company. Sithe Pacific Holdings

Limited may gradually exercise the right (but must finally purchase

all of the shares) until November 16, 2000. After Sithe Pacific

Holdings Limited exercises its right and purchases all of the shares,

Banpu’s shareholding in the Cogeneration Public Company Limited

will be reduced to about 10% of total subscribed shares.

F A C T O R S

R I S K

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 7

A n

n u

a l

R e

p o

r t

2

0 0

0

2 8

Should Sithe Pacific Holdings Limited decides not to

exercise the right within the specified period, it will have to

compensate the Company in the amount of USD 10 million

(secured by 38 million shares of the Cogeneration Public

Company Limited or a letter of credit or a letter of guarantee).

In addition, Sithe Pacific Holdings Limited must allow the

Company to purchase the equal amount of 22.07% of the total

subscribed shares from Sithe Pacific Holdings Limited. The

Company has the option not to buy the shares, but the decision

must be made within 271 days after the expiry date of the Call

Option Agreement.

F o r e i g n E x c h a n g e R i s k

As at June 30, 2000, the Company and its subsidiaries

have foreign currency obligations in the form of Euro Convertible

Debentures in the amount of USD 57 million redeemable in 2003

and short-term borrowings of USD 14.5 million. The risk is

covered under forward contracts for not more than one year,

totaling USD 26 million, to protect against foreign currency

fluctuation. The Company has a plan to further reduce the amount

of foreign currency obligations, both ECD and short-term

borrowings and explore the opportunities of using the appropriate

risk management instruments to lower the cost as well as the

risk.

The subsidiaries of the Company, the Cogeneration Public

Company Limited and Tri Energy Company Limited are also

exposed to foreign exchange fluctuation between USD and Baht

as both of them have borrowed in US Dollar. However, the

power purchase agreements that both companies signed with the

customers, particularly with EGAT, have incorporated the

fluctuation of USD and Baht as a mechanism in calculating the

revenue.

P o l i t i c a l R i s k i n I n d o n e s i a

As the Company invests and operates business in

Indonesia, it must keep abreast of the political disruptions in

Indonesia and monitor each political development very closely.

PT. Jorong Barutama Greston, which is 95% owned subsidiary

of the Company investing in coal reserves in South Kalimantan,

Indonesia, has been functioning commercially since July 1998

without being affected. In the current circumstance, Indonesia

still depends on investments from overseas to revive the economy.

It is anticipated that any political change that may occur in the

future will have no significant effect on foreign investors.

In any case, if political change in Indonesia adversely

affects the Company’s investment, forcing the Company to

discontinue its business in the country, the maximum loss

incurred should not be more than the total investment of USD

18 million with 3.0 million tons of production capacity. In

addition, it may lose the revenue from PT. Jorong Barutama

Greston of approximately USD 30 million for the fiscal year

ended June 30, 2001 and USD 50 million for the following years

after the subsidiary fully expands its sales.

E n v i r o n m e n t a l R i s k

Being in coal, minerals and power businesses, the

Company, its subsidiaries and associates are all exposed to risk

from the environmental aspect. Therefore, the Company must

operate its businesses with the emphasis on balancing between

the environmental impacts and the need to supply fuel and power

at low cost.

To minimize the risk, the Company, its subsidiaries and

associates have adopted the following preventative measures at

all business locations:

Develop a master plan for all project developments.

Establish environmental standards for all projects.

Monitor quality of the environment through inspection.

Audit and assess to ensure implementation.

Conduct public surveys in the surrounding areas.

Initiate the use of ISO 14001 Environmental

Management Procedures.

Implementation of the above measures is regularly

reported to the Company’s Quality Committee.

Although the risk arising from environmental issues

continues to exist, the Company believes that such risk should be

minimal as it has given special emphasis on the issues in its

management practice for 14 years. Utilization of good-quality

coal, together with the investment in technology suitable for power

plants, can minimize the risk and at the same time maximize the

coal usage efficiency.

A n

n u

a l

R e

p o

r t

2

0 0

0

2 8

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 9

C O N S I D E R A T I O N S

C E R T A I N I N V E S T M E N T

L e g a l D i s p u t a t i o n

On March 2, 1998, the Company filed a lawsuit against a customer in the civil court seeking payment for coal with interest

totaling Baht 240 million. The civil court has issued a moratorium due to the debtor had filed for a rehabilitation plan. To date, the

request for rehabilitation is accepted of the Central Bankruptcy Court. The Company will be repaid for the amount of Baht 206 million,

which is divided into ten years installment for Baht 20.6 million a year commencing from 2001-2010.

Opinion of the management on the impact from the legal dispute - the Company has written off the whole amount of the debt,

therefore there is no additional implication from it.

D i v i d e n d P o l i c y

The Company has the policy to pay dividends at the rate of 60% of net profit after corporate tax subject to the consideration

of the Company’s Board of Directors. Regarding to the consideration, the Board of Directors shall examine its operation profit, financial

condition and demand for capital.

The subsidiaries have the policy to pay dividends from net profit after deducting the provisions as required by law. With the Board

of Directors consider on the amount of profit from the operations, financial conditions and demand for capital then propose the

shareholders for approval the dividend policy.

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

2 9

R e m a r k : The dividend paid Baht 2 per share as of June 30, 2000, which is paid from the Company’s operations for the fiscal year ended June 30, 1999.

Net Profit (Thousand Baht) (814,063) 1,807,271 (2,766,309)

Dividend Payment (Thousand Baht) 209,569 - 183,373

Dividend Payment (Baht per Share) 2.00* - 3.50

Dividend Payment Ratio (%) (25.74) - (6.63)

The Payment of dividend that compared with net profit for the fiscal year ended June 30

B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s

Description 2000 1999 1998

A n

n u

a l

R e

p o

r t

2

0 0

0

3 0

O b l i g a t i o n s f o r F u t u r e S h a r e I s s u a n c e

As refer to the Company's issue of the Euro Convertible Debentures No. 2 for USD 100 on April 10, 1996, and the resolution

of annual general meeting of shareholders for 1998 approved the issue of warrants for sale to the board of directors as well as the

employees of the Company a maximum of 5,239,224 units, which will be implemented continuously as Employee Stock Ownership

Program (ESOP). Also, the resolution of the annual general meeting of 1999 on October 26, 1999 approved that the Company

shall issue naked warrants for sale to the existing shareholders for 104,784,502 shares with the approval for allocation of 21,000,000

ordinary shares for private placement to specific investors according to the office of the Securities and Exchange Commission (SEC)

No. Ko Joh 13/2537.

The Company is obligated to issue ordinary shares for exercise such rights with the following classification:

Shares Reserved for the Purposes (shares)

1. Euro Convertible Debenture #2 9,929,000

2. Warrants offered to the directors and employees 8,767,973

3. Warrants offered to the existing shareholders 104,784,502

4. Share reserves for private placement to specific investors 21,000,000

Total 144,481,475

Impact on issuing of shares (Dilution Effect) as a consequence in the future:

Earnings per share and share price shall be diluted as the number of shares shall be increased, however, the controlling power

shall not be effected.

The Company's policy on issuing additional shares to the existing shareholders:

In the offering of shares to the existing shareholders, the Company has no particular method. It will be depending on the

resolution of the shareholders' meeting to choose the method by rights issue or warrants or transferable warrants.

In the case that the Company proposes to sale the new ordinary share, the Company will certify that it will not call for the

resolution of shareholders' meeting, which may affect any rights or interests of the shareholders after the Company notify

the result of consideration until the date that the Ministry of Commerce has registered the new shareholding registration.

A n

n u

a l

R e

p o

r t

2

0 0

0

3 0

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

3 1

D e t a i l s o f t h e O u t s t a n d i n g L o a n i n t h e I s s u i n g o f B i l l o f E x c h a n g e a s o f J u n e 3 0 , 2 0 0 0

Issuer P/N No. Issued Date Issued to Amount ('000 Baht) Due Date

Banpu Plc. May 31, 2000 Bank of Ayudhya Plc. 99,000 August 31, 2000

Banpu Plc. May 31, 2000 Bank of Ayudhya Plc. 33,000 August 31, 2000

Banpu Plc. 43/0004 May 31, 2000 The Industrial Finance Corporation 31,500 August 31, 2000

of Thailand

Banpu Plc. 43/0003 May 31, 2000 The Industrial Finance Corporation 10,500 August 31, 2000

of Thailand

Banpu Plc. May 31, 2000 Siam City Bank Plc. 79,500 August 31, 2000

Banpu Plc. May 31, 2000 Siam City Bank Plc. 26,500 August 31, 2000

Banpu Plc. May 31, 2000 Siam Commercial Bank Plc. 131,250 August 31, 2000

Banpu Plc. 2000/002889 June 16, 2000 Citibank N.A., Bangkok Branch 110,000 August 14, 2000

Banpu Plc. 4/2543 June 16, 2000 Thai Farmers Bank Plc. 50,000 July 14, 2000

Banpu Plc. 4/2543 June 16, 2000 DBS Thai Danu Bank Plc. 20,000 July 14, 2000

Banpu Plc. June 21, 2000 Deutsche Bank, Bangkok Branch 90,000 July 5, 2000

B I L L O F E X C H A N G E O R D E B E N T U R E S

T H E O U T S T A N D I N G O F

D e t a i l s o f t h e O u t s t a n d i n g L o a n i n t h e I s s u i n g o f D e b e n t u r e s a s o f J u n e 3 0

2000 1999 1998

Domestic Debenture #1 (Baht Million) - - 1,200.00

Domestic Debenture #2 (Baht Million) 600.00 600.00 -

Domestic Debenture #3 (Baht Million) 1,250.00 - -

Domestic Debenture #4 (Baht Million) 750.00 - -

Total (Baht Million) 2,600.00 600.00 1,200.00

Euro Convertible Debentures #1 (USD Million) - 9.71 9.71

Euro Convertible Debentures #2 (USD Million) 57.04 100.00 100.00

Total (USD Million) 57.04 109.71 109.71

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

3 1

A n

n u

a l

R e

p o

r t

2

0 0

0

3 2

D e t a i l s o f D e b e n t u r e s

» Euro Convertible Debentures #2 (ECD)

As refer to April 10, 1996, the Company issued 100,000 units of Convertible Debentures, convertible into shares with face value

of USD 1,000 in the amount of USD 100 million or Baht 2,528.04 million. The Debentures have 7-year maturity period, which due on

April 10, 2003 and have interest rate 2.75% per annum. From, and including, July 1, 1996 up to, and including March 31, 2003,

Debenture holders may exercise their conversion rights each month. The conversion rate would be one Bond per 97.98 ordinary shares.

The conversion price would be Baht 258 per share. The Company has sold the entire issue to foreign investors.

» Unsecured Debentures

Domestic Debentures #2

As refer to January 29, 1999, the Company issued 600,000 units of unsecured and unsubordinated debentures without debenture

holder representative, with face value of Baht 1,000 in the amount of 600 million. The Debentures have 5-year maturity period, which

due on January 29, 2004 and have interest rate 11.00% per annum. The Company and debenture holders are eligible to exercise the

call/put option for early redemption of the bonds at par value on January 29, 2001. This debenture issue has been fully subscribed.


As refer to November 3, 1999, the Company issued 1,250,000 units of unsecured and unsubordinated debentures, with face value

of Baht 1,000 in the amount of Baht 1,250 million. The Debentures have 3-year maturity period, which due on November 3, 2002 and

have interest rate 8.125% per annum with semi-annually payable. The debentures will repay the principal amount of Baht 250 per unit

at the end of 2nd year. The remaining amount will repay on maturity date.


As refer to November 3, 1999, the Company issued 750,000 units of unsecured and unsubordinated debentures, with face value

of Baht 1,000 in the amount of Baht 750 million. The Debentures have 5-year maturity period, which due on November 3, 2004 and

have interest rate in MLR of four commercial banks (Bangkok Bank Plc., Thai Farmers Bank Plc., Krung Thai Bank Plc., Siam

Commercial Bank Plc.) minus 0.25% per annum with semi-annually payable. The debentures will repay the principal amount of Baht

250 per unit at the end of 4th year. The remaining amount will repay on maturity date.

A n

n u

a l

R e

p o

r t

2

0 0

0

3 2

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

3 3

C o n n e c t e d P e r s o n

Description of Relations Major Shareholders List of Board of DirectorsConnected Person/Type of Business

A N D R E L A T E D T R A N S A C T I O N S

C O N N E C T E D P E R S O N

1. Makkasan Real Estate 1. The largest shareholders of Makkasan Real Estate On September 1, 1999 1. Mr. Vitoon Wongkusolkit

(Real Estate and is Amarin Plaza group. Banpu and Amarin Plaza 1. Amarin Plaza 78.38% 2. Mr. Suphol Wattanavekin

Building Leasing) have the same major shareholders as described below: Plc. 3. Mr. Chanin Vongkusolkit

Shareholding Structure 2. JAIC 17.90% 4. Ms. Nutthika Wattanavekin

Amarin Plaza Banpu Plc. 5. Mr. Vit Janvatanavit

1. Ufinves Co., Ltd. 11.11% 7.58% 6. Mr. Isara Vongkusolkit

2. Mitr Phol Sugar 6.79% 2.25% 7. Ms. Panida Thepkanchana

Corp., Ltd. 8. Mr. Hiroshi Sohara

3. TME Capital Co., Ltd. 3.41% 11.48% 9. Mr. Luen Kitsanapheri

2. There are three joint directors:

1. Mr. Vitoon Wongkusolkit

2. Mr. Chanin Vongkusolkit

3. Mr. Vit Janvatanavit

3. Leasing to the parent company, subsidiaries and affiliates

and affiliates and relavant companies of Banpu group

in Grand Amarin Tower building.

2. Ufinves Co., Ltd. 1. It is a shareholder of (7.58%) of Amarin Plaza On April 20, 1999 1. Mr. Soonthorn Vongkusolkit

(Holding Company) who is the largest shareholder of Makkasan Real Estate. 1. Vongkusolkit 42.38% 2. Mr. Vitoon Wongkusolkit

2. Being the shareholder (11.11%) of TME Capital, Family 3. Mr. Chanin Vongkusolkit

which is the largest shareholder of Banpu Plc. 2. Janvatanavit 21.30% 4. Mr. Adisak Vongkusolkit

3. The largest shareholders are Vongkusolkit Family 5. Mr. Werajet Vongkusolkit

and Janvatanavit families, 3. Dr. Laksamee 5.38% 6. Mr. Vit Janvatanavit

are the same group holding shares of Banpu Plc. Putpongsiriporn 7. Mr. Kulwat Janvatanavit

4. There are four joint directors 4. Kanchanakamned 5.19% 8. Mr. Danai Janvatanavit

1. Mr. Soonthorn Vongkusolkit Family 9. Mr. Amnuay

2. Mr. Vitoon Wongkusolkit 5. Mr. Kittisak 5.06% Kanchanakamnerd

3. Mr. Chanin Vongkusolkit Jutichotipong

4. Mr. Vit Janvatanavit 6. Mrs. Kulrat 2.92%

Rattanaprapak

A n

n u

a l

R e

p o

r t

2

0 0

0

3 4

3. Mitr Phol Sugar 1. Being the one of the major shareholders of Banpu Plc., On February 23, 1999 1. Mr. Kamol Vongkusolkit

Corp., Ltd. holding 2.25% of the registered and paid-up capital. 1. Vongkusolkit 43.41% 2. Mr. Soonthorn

(Production and 2. The major shareholder is Vongkusolkit family, Family Vongkusolkit

Distribution of the same group holding shares of Banpu Plc. 2. Mitr Siam 32.00% 3. Mr. Vitoon Wongkusolkit

Sugar and Molasses) 3. There are three joint directors: Sugar Co., Ltd. 4. Mr. Isara Vongkusolkit

1. Mr. Soonthorn Vongkusolkit 5. Mr. Chanin Vongkusolkit

2. Mr. Vitoon Wongkusolkit 6. Mr. Banthoeng

3. Mr. Chanin Vongkusolkit Vongkusolkit

7. Mr. Phadung Dechakarin

8. Mr. Thaweewat

Thaweepiyamaporn

9. Wg. Cmr. Laksami

Putpongsiriporn

4. TME Capital Co., Ltd. 1. Being the one of the major shareholders of Banpu Plc., On April 20, 1999 1. Mr. Metha Auapinyakul

(Investment Company) holding 11.48% of the paid-up capital. 1. Vongkusolkit 52.42% 2. Mr. Metee Auapinyakul

2. The major shareholder is Vongkusolkit family, Family 3. Mr. Sawatdiparp

the same group holding shares of Banpu Plc. 2. Auapinyakul 20.48% Kantatham

3. Having nine joint shareholders are Family 4. Mr. Soonthorn

1. Mr. Metha Auapinyakul 3. Ufinves Co., Ltd. 7.58% Vongkusolkit

2. Mr. Metee Auapinyakul 4. Kanthatham 6.13% 5. Mr. Vitoon Wongkusolkit

3. Mr. Sawatdiparp Kantatham Family 6. Mr. Chanin Vongkusolkit

4. Mr. Soonthorn Vongkusolkit 5. Mrs. Panhatai 3.64% 7. Mr. Vit Janvatanavit

5. Mr. Vitoon Wongkusolkit Serirak 8. Mr. Prachuab Trinikorn

6. Mr. Chanin Vongkusolkit 6. Kanchanakamnerd 2.58% 9. Mr. Ongart Auapinyakul

7. Mr. Vit Janvatanavit Family

8. Mr. Prachuab Trinikorn 7. Putpongsiriporn 2.43%

9. Mr. Ongart Auapinyakul Family

Description of Relations Major Shareholders List of Board of DirectorsConnected Person/Type of Business

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

3 5L e a s e o f P r o p e r t y The parent company, its subsidiary, affiliated and related companies Baht 1.39 million

Makkasan Real Estate lease the office of Grand Amarin Tower building on 26th-29th Floors. per month

Co., Ltd. The total area is 6,004 square metres with the leasing period

of three years. The rental is average of Baht 232 per square metres,

depending on the agreed terms and conditions in the lease and payment

of each company.

1. Banpu Plc.

2. Banpu Minerals Co., Ltd.

3. Banpu Terminal Co., Ltd.

4. Mineral Resources Development Co., Ltd.

5. Silamani Corp., Ltd.

6. Banpu International Ltd.

7. Promsin Co., Ltd.

8. Silamani Marble Co., Ltd.

9. MRD-ECC Co., Ltd.

10. Chiang Muan Mining Co., Ltd.

11. Banpu Power Ltd.

12. Banpu Gas Power Ltd.

13. Banpu Coal Power Ltd.

14. Tri Energy Co., Ltd.

15. BLCP Power Ltd.

16. The Cogeneration Plc.

17. Thai Cogeneration Co., Ltd.

18. MTP Cogeneration Co., Ltd.

Makkasan Real Estate Co., Ltd. has rented the office space according

to the terms and conditions as specified for the general public.

The auditor has audited the inter-company transaction among the parent company, subsidiaries, affiliates and relevant companies

and stated in the financial statement that the transactions have the same terms and conditions as stipulated for the general public.

Connected Person Description of Relations Value

R e l a t e d T r a n s a c t i o n s

A n

n u

a l

R e

p o

r t

2

0 0

0

3 6

B a n p u P u b l i c C o m p a n y L i m i t e d U n i t : M i l l i o n B a h t

Revenue Structure of Banpu Public Company Limited and Its Subsidiaries for the Past Three Years as of June 30

S a l e s R e v e n u e s - T h a i l a n d

1. Domestic Coal BP 100 1,013 22.82 1,187 32.41 960 29.65

BMC 100 - - 11 0.30 48 1.48

SLMM 100 130 2.93 231 6.31 164 5.09

SLM 100 2 0.05 - - - -

CMMC 100 180 4.05 253 6.91 - -

2. Imported Coal BP 100 487 10.97 47 1.28 477 14.73

BMC 100 330 7.43 203 5.54 - -

BPS 100 216 4.87 112 3.06 139 4.29

JBG 95 339 7.64 138 3.77 - -

3. EGAT Overburden Removal Contract BP 100 1,254 28.25 1,178 32.17 1,264 39.04

4. Ball Clay MRD-ECC 51 65 1.46 66 1.80 59 1.82

5. Kaolin MRD 100 62 1.40 58 1.58 47 1.45

6. Logistics BTC 100 117 2.64 77 2.10 14 0.43

B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s U n i t : M i l l i o n B a h t

O F B U S I N E S S

N A T U R E

S a l e s R e v e n u e s - T h a i l a n d

1. Domestic Coal BP 100 1,013 33.70 1,187 43.82 960 33.02

2. Imported Coal BP 100 685 22.78 288 10.63 477 16.41

3. EGAT Overburden Removal Contract BP 100 1,254 41.72 1,178 43.48 1,264 43.48

4. Ball Clay and Other Minerals BP 100 48 1.60 29 1.07 135 4.64

5. Other Services BP 100 6 0.20 14 0.52 11 0.38

Total Sales Revenue - Thailand 3,006 100.00 2,696 99.52 2,847 97.94

S a l e s R e v e n u e s - O v e r s e a s

Ball Clay and Other Minerals BP 100 - - 13 0.48 60 2.06

Total Sales Revenue - Overseas - - 13 0.48 60 2.06

Grand Total 3,006 100.00 2,709 100.00 2,907 100.00

Products/ServicesConduct

by% of

Shareholding

2000 1999 1998

Revenue % Revenue % Revenue %


by% of

Shareholding

2000 1999 1998


B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

3 7

N o t e : BP : Banpu Public Company Limited

BMC : Banpu Minerals Company Limited

SLMM : Silamani Mable Company Limited

SLM : Silamani Corporation Limited

CMMC : Chiang Muan Mining Company Limited

BPS : Banpu Singapore Pte., Ltd.

JBG : PT. Jorong Barutama Greston

MRD-ECC : MRD-ECC Company Limited

MRD : Mineral Resources Development Company Limited

BTC : Banpu Terminal Company Limited

EE : Edifice Engineering Company Limited

YBB : Yen Bai Banpu Calcium Carbonate Company Limited

COCO : The Cogeneration Public Company Limited

TECO : Tri Energy Company Limited

APBH : Amata Power (Bien Hoa) Limited

7. Other Industrial Minerals BMC 100 8 0.18 5 0.14 3 0.09

EE 100 2 0.05 - - - -

8. Other Services BP 100 6 0.14 - - - -

BMC 100 113 2.55 57 1.56 20 0.62

EE 100 21 0.47 - - - -

MRD-ECC 51 5 0.11 - - - -

Total Sales Revenue - Thailand 4,350 98.00 3,623 98.94 3,195 98.67

S a l e s R e v e n u e s - O v e r s e a s

1. Coal - International Trade JBG 95 20 0.45 21 0.57 - -

2. Ball Clay MRD-ECC 51 21 0.47 - - - -

3. Kaolin MRD 100 11 0.25 - - - -

4. Calcium Carbonate YBB 66.66 37 0.83 - - - -

5. Other Minerals BPS 100 - - 18 0.49 43 1.33

Total Sales Revenue - Overseas 89 2.00 39 1.06 43 1.33

Grand Total 4,439 100.00 3,662 100.00 3,238 100.00

O t h e r s R e v e n u e s

Production & Distribution of Power & Steam COCO 30.26 (273) 97.85 654 107.04 (1,193) 100.00

Production & Distribution of Power TECO 37.50 (2) 0.72 (43) (7.04) - -

Production & Distribution of Power APBH 30.00 (4) 1.43 - - - -

Grand Total (279) 100.00 611 100.00 (1,193) 100.00

B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s U n i t : M i l l i o n B a h t


by% of

Shareholding

2000 1999 1998


A n

n u

a l

R e

p o

r t

2

0 0

0

3 8

Names and Shareholding Portion for the Past Five Years as of June 30

A N D M A N A G E M E N T

T H E S H A R E H O L D E R S

Major Shareholders No. No. No. No. No.

of Shares of Shares of Shares of Shares of Shares

2000 1999 1998 1997 1996

% % % % %

1. Thailand Securities 101,816,548 48.58 40,831,366 38.97 16,287,655 31.09 13,243,358 25.28 11,289,091 22.15

Depository Co., Ltd.

for Depositors

2. Thailand Securities 62,788,221 29.96 31,431,241 30.00 15,707,921 29.98 15,716,275 30.00 14,774,608 28.98

Depository Co., Ltd.

for Depositors - Foreigner

3. TME Capital Co., Ltd. 12,532,877 5.98 13,082,877 12.49 7,820,749 14.93 9,186,749 17.53 9,639,696 18.91

4. Mitr Phol Sugar Corp., Ltd. 3,818,988 1.82 4,558,988 4.35 2,279,494 4.35 - - - -

5. Ufinves Co., Ltd. 2,115,000 1.01 2,185,000 2.09 1,530,000 2.92 2,646,000 5.05 2,880,000 5.65

6. Mr. Soonthorn Vongkusolkit 3,182,297 1.52 2,207,498 2.11 1,394,899 2.66 1,914,393 3.65 1,964,393 3.85

7. Mr. Isara Vongkusolkit 4,924,344 2.35 2,461,947 2.35 1,318,050 2.52 1,418,050 2.71 1,468,050 2.88

8. Mr. Kamol Wongkusolkit 3,356,300 1.60 1,678,150 1.60 839,075 1.60 839,075 1.60 839,075 1.65

9. TISCO Investment Plc. 3,544,494 1.69 - - - - - - - -

R e m a r k : Part of the share portion from shareholders No. 3-9 were being held under Thailand Securities Depository Co., Ltd. for Depositors.

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

3 9

Names and Shareholding Portion of the First 10 Major Shareholders as of November 5, 1999

Major Shareholders No. of Shares %

1. TME Capital Co., Ltd. 12,034,400 11.48

2. Vongkusolkit Family 9,572,350 9.14

3. TISCO Investment Plc. 5,984,440 5.71

4. Chase Nominees Limited 1 5,291,334 5.05

5. HSBC (Singapore) Nominees Pte., Ltd. 3,598,700 3.43

6. Deutsche Borse Clearing AG 3,289,774 3.14

7. State Street Bank and Trust Company 2,624,156 2.50

8. Mitr Phol Sugar Corp., Ltd. 2,359,494 2.25

9. BBL for MFC the Thai Prime Fund 1,953,200 1.86

10. Ufinves Co., Ltd. 1,889,500 1.80

Total 48,597,348 46.36

Total Shareholders 104,784,502 100.00

Type of Business of the Company’s Major Shareholders and Their Major Shareholders

Company Name Type of Business Major Shareholders

1. TME Capital Business for Investment As of June 30, 2000 : Paid up capital of Baht 200,000

Co., Ltd. 1. Vongkusolkit Family 52.42% 5. Ms. Panhatai Serirak 3.64%

2. Auapinyakul Family 20.48% 6. Karnchanakumnerd Family 2.58%

3. Ufinves Co., Ltd. 7.58% 7. Puttapongsiriporn Family 2.43%

4. Kantatham Family 6.13%

2. TISCO Investment Finance Institution As of August 10, 1999 : Paid up capital of Baht 10,002,000,000

Plc. 1. B.T. Foreign Investment 10.00% 5. Ruamthunpaiboon Co., Ltd. 10.00%

2. CZONI Inc. 10.00% 6. Thai Farmers Bank Plc. 9.50%

3. Zebra Finance Co. 10.00% 7. Dai-Ichi Kang-Yo Bank 7.47%

4. Sahathunpaiboon Co., Ltd. 10.00% 8. Tamba Limited Liability 2.50%

3. Mitr Phol Sugar Production and As of February 23, 1999 : Paid up capital of Baht 824,582,200

Corp., Ltd. Distribution of Sugar 1. Vongkusolkit Family 43.41%

and Molasses 2. Mitr Siam Sugar Co., Ltd. 32.00%

4. Ufinves Co., Ltd. Holding Company As of April 20, 1999 : Paid up capital of Baht 520,000,000

1. Vongkusolkit Family 42.38% 4. Karnchanakumnerd Family 5.19%

2. Janvatanavit Family 21.30% 5. Mr. Kittisak Jutichotipong 5.06%

3. Dr. Luksami 5.38% 6. Ms. Kulrat Rattanaprapas 2.92%

Puttapongsiriporn

A n

n u

a l

R e

p o

r t

2

0 0

0

4 0

A N D E X E C U T I V E S

B O A R D O F D I R E C T O R S

1. Mr. Metha Auapinyakul Chairman

Other Positions Advisor to the Committee on Industry and Committee on Energy, House of Representatives

Advisor to the Minister of Education

Experience Member of Parliament

The Standing Committee on Environment, Committee on Energy and Committee on Industry,

House of Representatives

2. Mr. Soonthorn Vongkusolkit Vice Chairman

Other Positions Chairman, Mitr Phol Group

Chairman, Ufinves Company Limited

Experience Chairman, United Standard Terminal Public Company Limited

Vice Chairman, Amarin Plaza Public Company Limited

Director, Ploenchit Real Estate Company Limited

President, Vongtrakoon Foundation

3. Mr. Chira Panupong Director/Chairman of the Executive Board

Other Positions Chairman of the Executive Board/Chairman of the Board of Directors, The Cogeneration

Public Company Limited

Chairman of the Board of Directors, Tri Energy Company Limited

Director, BLCP Power Limited

Vice Chairman, Amata Corporation Public Company Limited

Vice Chairman, TUNTEX (Thailand) Public Company Limited

Experience Senator of the Senate

Secretary General of Board of Investment

Technical Planning Office of Minister of National Development

4. Mr. Somdee Chareonkul Director/Executive Director

Other Positions Director, Banpu Power Limited

Director, Thai Charoen Insurance Public Company Limited

Specialist of Committee on Environment, House of Representatives

Civil Service Sub-Commission, Ministry of Science, Technology and Environment

Certified Public Accountant (Thailand)

Experience Deputy Permanent Secretary, Ministry of Science, Technology and Energy

Director, National Research Council (Political Science and Public Administration)

Director, Thailand Institute of Scientific and Technological Research

Prime Minister’s Administrative Advisor

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

4 1

5. Mr. Manas Leeviraphan Independent Director/Chairman of the Audit Committee

Other Positions Advisor to the Board of Director, The State Railways of Thailand

Advisor to the Board of Director, Small Industrial Finance Corporation, Ministry of Finance

Councilor, Office of the Council of State

Chairman of the Audit Committee, United Communication Industry Public Company Limited

Chairman, Sarin Property Company Limited

Experience Director General of the Comptroller-General’s Department, Ministry of Finance

Director General of the Treasury Department, Ministry of Finance

Deputy Permanent Secretary, Ministry of Finance

Economic and Financial Counselor, The Royal Thai Embassy, Washington D.C.

6. Mr. Vitoon Wongkusolkit Director/Executive Director

Other Positions Director/Executive Director, Mitr Phol Group

Chairman, Royal and Sun Alliance Insurance (Thailand) Limited

Chairman, Makkasan Real Estate Company Limited

Director/Chairman, Amarin Plaza Public Company Limited

Managing Director, Erawan Hotel Public Company Limited

Director, The Cogeneration Public Company Limited

Experience Director, United Farmer and Industry Company Limited

Secretary, Sugar Manufacturer Trading Association

7. Mr. Vit Janvatanavit Director

Other Positions Executive Director, Makkasan Real Estate Company Limited

Director, Ufinves Company Limited

Director, TME Capital Company Limited

Experience Vice Chairman, Amarin Plaza Public Company Limted

Director, Erawan Hotel Public Company Limited

Deputy Chairman, United Finance Public Company Limited

8. Mr. Sawatdiparp Kantatham Director

Other Position Senator of the Senate

Experience Director, Bureau of the Budget

Director, Thai International Public Company Limited

Director, The Expressway and Rapid Transit Authority of Thailand

Director, The Government of Savings Bank

Director, The Government Phamaceutical Organization

A n

n u

a l

R e

p o

r t

2

0 0

0

4 2

9. Ms. Sukon Kanchanalai Independent Director/Audit Committee

Other Position Law Councilor, Office of the Council of State

Experience Senator of the Senate

Deputy Minister, Ministry of Commerce

Advisor to the Prime Minister (Economic)

Director, Office of the Civil Service Commission

Director General, Department of Business Economics, Ministry of Commerce

Director General, Department of Commercial Registration, Ministry of Commerce

Director General, Department of Export Promotion, Ministry of Commerce

10. Mr. Montri Mongkolsawat Director/Audit Committee

Other Positions Director/Chairman of the Executive Board, The Deves Insurance Public Company Limited

Director/Chairman of the Executive Board, Doikham Food Products Company Limited

Director/Chairman of the Audit Committee, The Aromatics (Thailand) Public Company Limited

Assistant Director - General, Crown Property Bureau

Experience Chairman/Chairman of the Audit Committee, Dhanasiam Finance and Securities Public

Company Limited

Director, Nakornthon Bank Public Company Limited

11. Mr. Chanin Vongkusolkit Director/Executive Director/Group President

Other Positions Director/Executive Director, The Cogeneration Public Company Limited

Director/Executive Director, Amarin Plaza Public Company Limited

Director, Mitr Phol Sugar Corporation Limited

Director, Royal and Sun Alliance Insurance (Thailand) Limited

Experience Director, United Securities Public Company Limited

Director, Prae Lignite Company Limited

12. Mr. Ongart Auapinyakul Director/Executive Director/Group Senior Vice President - Coal & Mineral Business

Other Positions President, Banpu Minerals Company Limited

Director, Banpu Terminal Company Limited

Director, PT. Nusantara Thai Mining Services

Director, Banpu Singapore Pte., Ltd.

Director, Yen Bai Banpu Calcium Carbonate Company Limited

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

4 3

13. Mr. Prachuab Trinikorn Director/Group Senior Vice President - Corporate Strategy & Development

Other Positions Director, Banpu Minerals Company Limited

Director, Banpu International Limited

Director, Yen Bai Banpu Calcium Carbonate Company Limited

Director, Banpu Singapore Pte., Ltd.

Experience Director, BLCP Power Limited

Director, Banpu Power Limited

Manager, SGV-Na Thalang & Company Limited

14. Mr. Metee Auapinyakul Group Executive Vice President

Other Positions Director/Executive Director, Provincial Electricity Authority of Thailand

Director, Royal and Sun Alliance Insurance (Thailand) Limited

Experience Director/Executive Director, Banpu Public Company Limited

Director, The Cogeneration Public Company Limited

15. Mr. Prayoon Vivechpuvanont Vice President, Internal Audit

Experience Vice President - Finance and Accounting, The Siam Stripmill Public Company Limited

Vice President - Internal Audit and System Development, The Thai Petrochemical Industry

Public Company Limited

Financial Advisor and Project Manager, The Sahamitr Machinery Public Company Limited

Division Manager - Finance and Purchasing, Paper and Packaging Business, Siam Cement Group

C o a l & M i n e r a l s B u s i n e s s

16. Mr. Amarit Suvansavate Vice President, Coal Thailand Business

Experience General Manager, Chiang Muan Mining Company Limited

Senior Manager, Mineral Exploration Project, Aus-Thai Company Limited

General Manager, Viriya Industry Company Limited

Chief of Exploration Division, Mining Industry Organization, Ministry of Industry

17. Mr. Songserm Vutipitayamongkol Vice President, Coal Indonesia Business

Experience Director - Mining Engineer, Thai-Lao Lignite Company Limited

Deputy Project Manager, Sahakol Engineers Company Limited

Mine Manager, Banpu Coal Company Limited

Mine Manager, Lanna Lignite Company Limited

A n

n u

a l

R e

p o

r t

2

0 0

0

4 4

18. Mr. Somyot Ruchirawat Vice President, International Trade Business

Experience Managing Director, PT. Nusantara Thai Mining Services

Managing Director, MRD-ECC Company Limited

Operation Manager, PPG Siam Sillica Company Limited

Lead Technologist, Thai Oil Company Limited

19. Mr. Dumrong Chantong Vice President, Engineering Services Business

Experience Vice President - Coal Domestic, Banpu Public Company Limited

Assistant Vice President - Marketing, Banpu Public Company Limited

Assistant Vice President - Mining Operation, Planning and Production,

Banpu Public Company Limited

20. Mr. Thongchai Makerd Vice President, Minerals Business

Experience Assistant Vice President - Exploration & Development Mine, Banpu Public Company Limited

Assistant Vice President - Business Development, Geological, Banpu Public Company Limited

Assistant Chief - Geological Survey Division, Electricity Generating Authority of Thailand

21. Mr. Aphimuk Taifayongvichit Vice President, Logistics Business

Other Position Managing Director, Banpu Terminal Company Limited

Experience Petroleum Engineer, Thai Shell (Thailand) Company Limited

Project Analyst, Bangkok Bank Public Company Limited

C o r p o r a t e S t r a t e g y & D e v e l o p m e n t

22. Ms. Somruedee Chaimongkol Vice President - Finance

Experience Manager - Finance Division, Banpu Public Company Limited

Manager - Accounting Division, Banpu Public Company Limited

23. Mr. Sathidpong Wattananuchit Vice President - Human Resources Department

Experience Director - Human Resources & Administration Department,

Bangkok Mass Transportation Public Company Limited

Director - Human Resources & Administration Department,

Thanayong Public Company Limited

Director - Human Resources & Administration Department,

Nithipat Public Company Limited

24. Mr. Radhakrisnan Chirukandath Vice President - Quality Promotion Center

Experience Director - Utilities Project, Banpu Public Company Limited

Chairman, Thai Peroxide Company Limited

Vice President - Project Development, Birla Group

Chief Development Manager, Tamil Nadu Industrial Development Corporation

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

4 5

25. Mr. Terdsakdi Virulhpanich Vice President - Environmental Quality and Safety Promotion Center

Experience Assistant Vice President - Office of the President, Banpu Public Company Limited

Assistant Vice President - Production, Banpu Public Company Limited

General Manager, Universal Exploration Company Limited

P o w e r B u s i n e s s

26. Mr. Nitikorn Tantitham Group Senior Vice President - Power Business

Other Positions President, Banpu Power Limited

Director, UOB Radanasin Bank

Experience Executive Vice President - Head of Risk Management Group,

DBS Thai Danu Public Company Limited

Securities Trading and Distribution Head, Citibank N.A.,

and Citicorp Finance & Securities (Thailand) Limited

27. Mr. Akaraphong Thaiyanonta Senior Vice President - Project Development, Banpu Power Limited

Experience Managing Director, Peregrine Nithi Finance and Securities Company Limited

Head of Corporate Lending Department, Thai Investment Securities Company Limited

28. Mr. Sorakrit Padhanapan Senior Vice President - Engineering, Banpu Power Limited

Experience Managing Director, Nawa Plastic Industries Company Limited - Siam Cement Group

Managing Director, The Concrete Products and Aggregate Company Limited -

Siam Cement Group

Project Division Manager, The Siam Cement Public Company Limited

29. Mr. Rawi Corsiri President, Tri Energy Company Limited

Other Position Director, Banpu Gas Power Company Limited

Experience Director, The Cogeneration Public Company Limited

Vice President - Business Development, Banpu Public Company Limited

Division Chief, Electricity Generating Authority of Thailand

30. Mr. Vatchara Noomahan Director - Operation, Tri Energy Company Limited

Experience Assistant Vice President - Power Project, Banpu Public Company Limited

Chief - Workshop Training Division, Electricity Generating Authority of Thailand

31. Mr. Niran Wongchanglor Director - Finance & Accounting, Tri Energy Company Limited

Experience Senior Manager - Investment Division, Banpu Public Company Limited

Senior Manager - Finance Division, Banpu Public Company Limited

A n

n u

a l

R e

p o

r t

2

0 0

0

4 6

1. Mr. Metha Auapinyakul 1,242,500 595,550 646,950 621,250 - 621,250 110,000 - 110,000

2. Mr. Soonthorn Vongkusolkit 3,804,896 2,207,498 1,597,398 1,787,398 - 1,787,398 85,000 - 85,000

3. Mr. Chira Panupong 288,858 138,809 150,049 150,049 - 150,049 150,000 - 150,000

4. Mr. Vitoon Wongkusolkit 5,414,873 2,698,995 2,715,878 2,727,678 - 2,727,678 70,000 - 70,000

5. Mr. Somdee Chareonkul 25,816 - 25,816 14,716 - 14,716 70,000 - 70,000

6. Mr. Chanin Vongkusolkit 1,373,149 883,210 489,939 835,639 - 835,639 200,000 - 200,000

7. Mr. Manas Leeviraphan - - - - - - 60,000 - 60,000

8. Ms. Sukon Kanchanalai - - - - - - 60,000 - 60,000

9. Mr. Sawatdiparp Kantatham 850,745 423,348 427,397 427,397 - 427,397 60,000 - 60,000

10. Mr. Vit Janvatanavit - - - - - - 60,000 - 60,000

11. Mr. Montri Mongkolsawat - - - - - - 30,000 - 30,000

12. Mr. Ongart Auapinyakul 689,593 333,248 356,345 356,345 - 356,345 100,000 - 100,000

13. Mr. Prachuab Trinikorn 186,727 101,411 85,316 92,816 - 92,816 100,000 - 100,000

14. Mr. Metee Auapinyakul 547,703 136,969 410,734 280,734 - 280,734 100,000 - 100,000

15. Ms. Somruedee Chaimongkol 45,500 - 45,500 - - - 50,000 - 50,000

16. Mr. Radhakrisnan Chirukandath - - - - - - 50,000 - 50,000

17. Mr. Terdsakdi Virulhpanich 8,874 22,555 -13,681 4,866 - 4,866 30,000 - 30,000

18. Mr. Sathidpong Wattananuchit - - - - - - 30,000 - 30,000

19. Mr. Prayoon Vivechpuvanont - - - - - - - - -

20. Mr. Amarit Suvansavate 25,454 - 25,454 12,454 - 12,454 50,000 - 50,000

21. Mr. Songserm Vuttipittayamongkol 8,600 - 8,600 - - - - - -

22. Mr. Somyot Ruchirawat - - - - - - 30,000 - 30,000

23. Mr. Dumrong Chantong - - - - - - 30,000 - 30,000

24. Mr. Thongchai Makerd 100,049 32,500 67,549 40,000 - 40,000 30,000 - 30,000

25. Mr. Aphimuk Taifayongvichit - - - - - - 30,000 - 30,000

26. Mr. Nitikorn Tantitham - - - - - - - - -

27. Mr. Sorakit Padhanapan - - - - - - 25,000 - 25,000

28. Mr. Akaraphong Thaiyanonta - - - - - - 50,000 - 50,000

29. Mr. Rawi Corsiri 64,049 44,698 19,351 34,049 - 34,049 50,000 - 50,000

30. Mr. Vatchara Noomahan - - - - - - 30,000 - 30,000

31. Mr. Nirun Wongchanglor - - - - - - 30,000 - 30,000

O F M A N A G E M E N T

S H A R E H O L D I N G S

As of June 30, 2000

Ordinary Share Warrant ESOP Warrant

June 30, June 30, Increase/ June 30, June 30, Increase/ June 30, June 30, Increase/

2000 1999 (Decrease) 2000 1999 (Decrease) 2000 1999 (Decrease)

Name/Surname

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

4 7

R e m u n e r a t i o n i n C a s h

Total Remuneration of the Board Baht 6,935,000

Total Remuneration of the Management Baht 66,232,800

Total Remuneration for the First 15 Management Earning Highest Remuneration Baht 50,369,405

R e m a r k :

1. Remuneration for the Board consists of meeting allowance and gratuity for the board members.

2. Remuneration for the Management consists of salary, bonus, meeting allowance and gratuity for the board members.

3. Above remunerations are the remuneration paid for the Management during the Company’s fiscal year.

4. Total remuneration of the Management includes those paid for former management.

O t h e r R e m u n e r a t i o n s

Allocation of non-transferable ESOP warrants issued by Banpu Plc. to the board members and management on February 24,

2000 as follows:

Name Position Quantity of Warrant

1. Mr. Metha Auapinyakul Chairman 110,000 Units

2. Mr. Soonthorn Vongkusolkit Vice Chairman 85,000 Units

3. Mr. Chira Panupong Chairman of the Executive Board 150,000 Units

4. Mr. Vitoon Wongkusolkit Executive Director 70,000 Units

5. Mr. Somdee Chareonkul Executive Director 70,000 Units

6. Mr. Chanin Vongkusolkit Group President 200,000 Units

7. Mr. Manas Leeviraphan Independent Director 60,000 Units

8. Ms. Sukon Kanchanalai Independent Director 60,000 Units

9. Mr. Sawatdiparp Kantatham Director 60,000 Units

10. Mr. Vit Janvatanavit Director 60,000 Units

11. Mr. Montri Mongkolsawat Director 30,000 Units

12. Mr. Ongart Auapinyakul Group Senior Vice President 100,000 Units

13. Mr. Prachuab Trinikorn Group Senior Vice President 100,000 Units

14. Mr. Metee Auapinyakul Group Executive Vice President 100,000 Units

15. Ms. Somruedee Chaimongkol Vice President - Finance 50,000 Units

16. Mr. Radhakrisnan Chirukandath Vice President - Quality Promotion Center 50,000 Units

17. Mr. Terdsakdi Virulhpanich Vice President - Environmental Quality

& Safety Promotion Center 30,000 Units

F O R M A N A G E M E N T

R E M U N E R A T I O N

A n

n u

a l

R e

p o

r t

2

0 0

0

4 8

Name Position Quantity of Warrant

18. Mr. Sathidpong Wattananuchit Vice President - Human Resources 30,000 Units

19. Mr. Prayoon Vivechpuvanont Vice President - Internal Audit - Units

20. Mr. Amarit Suvansavate Vice President - Coal Thailand 50,000 Units

21. Mr. Songserm Vuttipittayamongkol Vice President - Coal Indonesia - Units

22. Mr. Somyot Ruchirawat Vice President - Coal Indonesia 30,000 Units

23. Mr. Dumrong Chantong Vice President - Engineering Services 30,000 Units

24. Mr. Thongchai Makerd Vice President - Minerals 30,000 Units

25. Mr. Aphimuk Taifayongvichit Vice President - Logistics 30,000 Units

26. Mr. Nitikorn Tantitham Group Senior Vice President - Units

27. Mr. Sorakit Padhanapan Senior Vice President - Engineering, Banpu Power Ltd. 25,000 Units

28. Mr. Akaraphong Thaiyanonta Senior Vice President - Project Development,

Banpu Power Ltd. 50,000 Units

29. Mr. Rawi Corsiri President - Tri Energy Co., Ltd. 50,000 Units

30. Mr. Vatchara Noomahan Director - Operations, Tri Energy Co., Ltd. 30,000 Units

31. Mr. Nirun Wongchanglor Director - Finance and Accounting, Tri Energy Co., Ltd. 30,000 Units

Total 1,770,000 Units

T e r m s a n d C o n d i t i o n s o f E S O P

Offering price per unit : Baht 0.00

Ratio : One warrant can buy one ordinary share

Exercise prices : Series one, the exercise price is Baht 50.92.

Series two, the exercise price is Baht 58.55.

Series three, the exercise price is Baht 67.34.

Series four, the exercise price is Baht 77.44.

Series five, the exercise price is Baht 86.00.

Duration of exercise : Series one : Dec. 1999 - Dec. 2003

Series two : Dec. 2000 - Dec. 2003

Series three : Dec. 2001 - Dec. 2003

Series four : Dec. 2002 - Dec. 2003

Series five : Sep. 2003 - Dec. 2003

Project life : Not exceeding 5 years from the date of receiving permission

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

4 9

Ordinary Share Registrar : Thailand Securities Depository Company Limited for Depositors

Debenture Registrar : Thailand Securities Depository Company Limited for Depositors

The Second Convertible Debenture Registrar : Citibank, N.A. New York, U.S.A.

Auditor : Mr. Somchai Kurujitkosol

Accountants and Management Consultants Company Limited

77/225-226 Rajthevee Tower,

18th Floor, Phyathai Road, Bangkok 10400

Tel. 252-8874, 252-6637, 653-8091-3

Legal Advisor : Arttha-kij Law Office

8/64-67 Ratchadapisek Road,

Ladyao, Jatujak, Bangkok 10900

Tel. 511-1306, 513-8056, 938-1021, 938-1640

Financial Advisor : -None-

Advisor or Manager under Management Agreement : -None-

Audit Committee : Consists of 3 persons as follows:

1. Mr. Manas Leeviraphan

2. Ms. Sukon Kanchanalai

3. Mr. Montri Mongkolsawat

R E F E R E N C E S

O T H E R

A n

n u

a l

R e

p o

r t

2

0 0

0

5 0

R E P O R T

A U D I T C O M M I T T E E ’ S

To The Board of Directors and Shareholders of Banpu Public Company Limited

In the past year the Stock Exchange Commission and the Stock Exchange of Thailand realized the importance that listed companies exercise

Good Corporate Governance. Thus it was announced that all listed companies establish an audit committee by December 31, 1999. On November 25,

1999 the Board of Directors of Banpu appointed an Audit Committee consisting of three independent directors: Mr. Manas Leeviraphan as the Chairman

of the Audit Committee, Ms. Sukon kanchanalai and Mr. Montri Monkolsawasdi as committee members.

The Audit Committee has principal duties and responsibilities as follows:

to review that the financial statement is prepared according to the accounting standards with adequate and correct data, including the

disclosure of all connected tranactions or those with business conflicts,

to review that the Company has an appropriate and effective monitoring and auditing system,

to verify that the Company acts according to the rules and regulations related to the securities and the Stock Exchange of Thailand,

Exchange Commission, as well as any other laws pertinent to the Company’s business,

to select, propose the appointment and propose the remuneration for the auditors of the Company,

to fulfill other duties assigned by the Company’s Board of Directors which is agreed by the Audit Committee.

For the fiscal year ended on June 30, 2000, the Audit Committee met four times and in those meetings the committee reviewed and approved

the financial statement of the fiscal year ended on June 30, 2000 of the Company and the consolidated financial statements of subsidiary companies.

Based on the financial statement ended on June 30, 2000 and the reports of the external auditors, the management and the internal auditors, the Audit

Committee holds the opinion that for the aforementioned financial statement the auditors recorded no conditions and observations in their audit report;

and the Audit Committee is of the opinion that there is no material misstatement in the proposed financial statement and that the explanation and analysis

of the management is clear, adequate and correct according to generally accepted accounting principles. The financial statements are correct and

complete according to accounting standards. In addition, having reviewed the production risks, inventory, foreign exchange commitments and overseas

investments, the Audit Committee is of the opinion that management was considerably good and the policy was clear to eliminate risks. The Company,

therefore, was able to manage risks and experienced no adverse impact.

Based on the audit of the financial statement of the fiscal year ended on June 30, 2000, the Company’s overall internal monitoring system is

considerably good without any material mistake. Nevertheless, the year marks only the beginning of the Audit Committee’s work. All operations are

still preliminary. In the future, the Audit Committee will push for a more extensive internal audit and a higher efficiency of personnels in order that

the Company develops to be an organization with Good Corporate Governance and one that is accepted by varying companies both at home and abroad.

For the fiscal year 1999/2000 the Audit Committee has proposed to the Board of Directors the appointment of Ms. Wanya Puthasatien, Certified

Accountant No. 4387, and Ms. Susan Eiamvanitcha, Certified Accountant No. 4306, of the AMC Company Limited to be auditors with an annual

remuneration of Baht 400,000 which is the same amount as the previous year for the review of the quarter result, the consolidated financial statements

and the translation into English of the financial statements for approval at the General Shareholders’ meeting.

August 18, 2000

on behalf of the Audit Committee

(Mr. Manus Leeviraphan)

Chairperson of the Audit Committee

Banpu Public Company Limited

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

5 1

To the Board of Directors and Shareholders of Banpu Public Company Limited

I have audited the consolidated balance sheets of BANPU PUBLIC COMPANY LIMITED and its subsidiary companies as of June 30, 2000

and 1999 the related consolidated statements of income, changes in shareholders’ equity, retained earnings and the consolidated cash flow statements

for the years then ended and also the financial statements of BANPU PUBLIC COMPANY LIMITED only for the same periods. These financial

statements are the responsibility of the Company’s management as to their correctness and completeness in the presentation. My responsibility is to

express an opinion on these financial statements based on my audit.

Apart from matters mentioned below, I conducted my audit in accordance with the standards on auditing. Those standards require that I plan

and perform the audit to obtain moderate assurance about whether the financial statements are free of significant misstatement. An audit includes

examine on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting

principles used and significant estimates made by management, as well as evaluating, the overall financial statement presentation. I believe that my audit

provides a reasonable basis for my opinion.

The financial statements for the years ended on June 30, 2000 and 1999 of 6 and 5 subsidiary companies respectively, which were used for

recording these investments by equity method as mentioned in notes to financial statements No. 11 and for consolidation purposes, had not yet been

examined and reviewed by their respective auditors. The financial statements of these subsidiary companies showed assets in percentage of the total

consolidated assets equal to 9.08% and 9.25% respectively and revenue in percentage of the total consolidated revenue for the year equal to 12.47%

and 8.12% respectively. The financial statements for the year ended on June 30, 2000 of 2 associated companies, which were used for recording

investments by equity method as mentioned in notes to financial statements No. 11 had not yet been reviewed by their respective auditors.

The financial statements for the year ended on June 30, 2000 and 1999 of 1 and 3 associated companies respectively, which were used for

recording these investments by equity method as mentioned in notes to financial statements No. 11 were audited by their respective auditors, who gave

unqualified reports on August 10, 2000 and August 18, 1999 respectively.

In my opinion, except for the effects of possible adjustments to the consolidated financial statements if the financial statements of subsidiary

companies as said in the third paragraph had been audited and reviewed by their respective auditors and the fact that the financial statements of

associated companies had been audited by their respective auditors as said in the fourth paragraph, all of which may have an effect the consolidated

financial statements and the financial statements of the company only for the year ended on June 30, 2000 and 1999, then the consolidated financial

statements presented herein show the consolidated financial position of BANPU PUBLIC COMPANY LIMITED and its subsidiaries as of June 30, 2000

and 1999 and the consolidated operating results and cash flows and those of the company only for the years then ended in accordance with generally

accepted accounting principles.

As mentioned in notes to financial statements No. 11, there was a change in the number of companies for the preparation of the consolidated

financial statements.

(Somchai Kurujitkosol)

Authorised Auditor No. 3277

Bangkok,

August 11, 2000

R E P O R T

A U D I T O R S ’

A n

n u

a l

R e

p o

r t

2

0 0

0

5 2

ASSETS

CURRENT ASSETS

Cash on Hand and at Banks 424,662 718,146 290,785,053.04 638,089,404.98

Short-Term Investments 60,556 - 50,000,000.00 -

Accounts and Notes Receivable-Net (Note 7) 675,835 821,984 480,291,102.05 770,979,300.34

Loans and Advances to Subsidiary,

Associated and Related Companies (Note 8) 69,565 637,709 2,022,448,847.93 1,821,054,003.41

Inventories 472,212 476,622 313,119,369.30 409,570,072.17

Spare Parts and Machinery Supplies 167,414 218,108 162,855,626.82 214,479,917.74

Other Current Assets (Note 9) 258,333 367,406 215,322,594.54 422,107,203.76

TOTAL CURRENT ASSETS 2,128,577 3,239,975 3,534,822,593.68 4,276,279,902.40

LOANS TO EMPLOYEES 1,868 1,537 919,686.00 1,380,332.37

LOAN TO OTHER COMPANY (Note 10) 612,691 428,652 601,596,857.97 428,652,540.00

INVESTMENTS IN SUBSIDIARY AND

ASSOCIATED COMPANIES (Note 11) 4,445,729 3,619,208 6,187,977,913.96 5,884,178,392.19

OTHER INVESTMENTS-NET (Note 12) 1,207,714 1,256,758 192,648,520.00 165,115,904.70

PROPERTY, PLANT AND EQUIPMENT-NET (Note 13) 2,711,977 3,264,662 1,956,029,889.20 2,530,686,364.08

PROJECT UNDER CONSTRUCTION 180,468 434,013 149,064,266.40 188,922,905.10

OTHER ASSETS-NET (Note 14) 2,480,384 2,321,709 1,180,906,072.35 1,197,033,031.62

TOTAL ASSETS 13,769,408 14,566,514 13,803,965,799.56 14,672,249,372.46

Notes to financial statements are an integral part of the above financial statements.

B A L A N C E S H E E T S

B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s As of June 30, 2000 and 1999

C o n s o l i d a t e d T h e P a r e n t C o m p a n y O n l y

2000 1999 2000 1999

’000 Baht ’000 Baht Baht Baht

(Revised) (Revised)

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

5 3

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Bank Overdrafts and Loans from Banks (Note 15) 872,137 1,316,923 869,103,525.52 1,215,664,133.92

Trust Receipts Payable (Note 15) 76,346 165,198 - 148,139,625.26

Accounts and Notes Payable 220,790 100,580 68,107,332.20 104,633,414.54

Advances and Loans from Subsidiary and

Associated Companies (Note 16) 75,070 81,070 710,938,722.49 775,879,033.43

Current Portion of Long-Term Loans (Note 17) 437,246 339,749 397,245,500.00 298,750,000.00

Accrued Interest Payable (Note 15) 72,130 84,846 145,248,737.00 138,083,305.19

Other Current Liabilities 305,391 361,996 163,457,164.59 213,099,104.84

TOTAL CURRENT LIABILITIES 2,059,110 2,450,362 2,354,100,981.80 2,894,248,617.18

LONG-TERM LOANS (Note 17) 247,618 687,144 119,618,250.00 519,144,050.00

DEBENTURES (Note 18) 4,830,103 4,659,406 4,830,103,280.76 4,659,405,739.90

OTHER LIABILITIES 24,829 26,220 1,049,398.20 3,794,100.00

TOTAL LIABILITIES 7,161,660 7,823,132 7,304,871,910.76 8,076,592,507.08





2000 1999 2000 1999


(Revised) (Revised)

A n

n u

a l

R e

p o

r t

2

0 0

0

5 4

SHAREHOLDERS’ EQUITY (Note 19)

Share Capital

Authorized Share Capital

354,050,479 Ordinary Shares

@ Baht 10.00 each 3,540,505 - 3,540,504,790.00 -


@ Baht 10.00 each - 1,218,815 - 1,218,814,750.00

Issued and Paid-Up Share Capital


@ Baht 10.00 each 2,095,690 - 2,095,690,040.00 -


@ Baht 10.00 each - 1,047,845 - 1,047,845,020.00

Premium on Share Capital 3,698,319 3,698,319 3,698,318,882.68 3,698,318,882.68

Surplus from Change of Shareholding

in Subsidiary Companies 1,009,854 1,070,108 1,009,853,629.97 1,070,107,629.97

Unrealized Net Gain on Non-Current

Marketable Securities 19,129 - 19,129,120.12 -

Unrealized Net Loss on Non-Current

Marketable Securities of Subsidiary Companies (128,058) - (128,057,656.09) -

Retained Earnings

Appropriated

Legal Reserve

of Parent and Subsidiary Companies 136,448 107,550 136,448,409.00 107,550,000.00

Unappropriated (462,390) 535,330 (462,390,356.70) 535,330,470.13

Adjustment from Foreign Exchange Conversion 130,102 136,505 130,101,819.82 136,504,862.60

Minority Shareholders’ Interest 108,654 147,725 - -

TOTAL SHAREHOLDERS’ EQUITY 6,607,748 6,743,382 6,499,093,888.80 6,595,656,865.38

TOTAL LIABILITIES AND

SHAREHOLDERS’ EQUITY 13,769,408 14,566,514 13,803,965,799.56 14,672,249,372.46





2000 1999 2000 1999


(Revised) (Revised)

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

5 5

REVENUES FROM OPERATION

Sales 4,439,107 3,661,670 3,005,708,643.18 2,709,034,297.21

Gain from Exchange Rate (Note 20) - 810,329 - 707,643,320.63

Other Income (Note 21) 562,669 583,542 675,805,012.24 614,002,916.19

Participating Profit (loss) in Subsidiary Companies - - (427,287,741.07) 44,911,032.16

Participating Profit (loss) in Associated Companies (278,736) 610,213 (278,735,526.03) 610,212,996.86

TOTAL REVENUES 4,723,040 5,665,754 2,975,490,388.32 4,685,804,563.05

EXPENSES FROM OPERATION

Cost of Sales 3,662,672 2,616,687 2,506,108,163.17 1,919,171,082.46

Selling and Administrative Expenses 580,517 628,399 328,791,679.47 412,339,538.61

Doubtful Accounts - 143,269 - 117,527,120.43

Directors’ Remuneration 3,395 2,120 3,035,304.82 2,120,106.42

Loss from Exchange Rate (Note 20) 139,878 - 148,596,595.58 -

Loss from Written Off Project 280,879 - 42,259,622.82 -

Loss from Impairment 125,960 - 26,361,718.95 -

Loss from Write Down of Inventory 24,783 - 24,782,623.70 -

TOTAL EXPENSES 4,818,084 3,390,475 3,079,935,708.51 2,451,157,847.92

PROFIT (LOSS) FROM OPERATION BEFORE INTEREST

EXPENSES AND CORPORATE INCOME TAX (95,044) 2,275,279 (104,445,320.19) 2,234,646,715.13

FINANCIAL EXPENSES OF BOND REDEMPTION 224,935 - 224,934,621.34 -

INTEREST EXPENSES 470,792 414,925 484,683,315.32 427,375,679.56

CORPORATE INCOME TAX (Note 22) 398 19,549 - -

NET PROFIT (LOSS) BEFORE ACQUISITION OF SHARES (791,169) 1,840,805 (814,063,256.85) 1,807,271,035.57

PLUS (LESS) LOSS (PROFIT) BEFORE

ACQUISITION OF SHARES (6,514) -

NET PROFIT (LOSS) BEFORE MINORITY

SHAREHOLDERS’ INTEREST (797,683) 1,840,805

PLUS (LESS) NET LOSS (PROFIT) OF

MINORITY SHAREHOLDERS’ INTEREST (16,380) (33,534)

NET PROFIT (LOSS) (814,063) 1,807,271

EARNINGS (LOSS) PER SHARE (Baht) (Note 23) (5.48) 22.37 (5.48) 22.37

DILUTED EARNINGS (LOSS) PER SHARE (Baht) (Note 23) (5.48) 15.42 (5.48) 15.42

I N C O M E S T A T E M E N T S

B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s For the Year ended on June 30, 2000 and 1999



2000 1999 2000 1999


(Revised) (Revised)

A n

n u

a l

R e

p o

r t

2

0 0

0

5 6

SHARE CAPITAL

Common Shares

Beginning Balance 1,047,845 523,923 1,047,845,020.00 523,922,510.00

Increase in the Period 1,047,845 523,922 1,047,845,020.00 523,922,510.00

Decrease in the Period - - - -

Ending Balance 2,095,690 1,047,845 2,095,690,040.00 1,047,845,020.00

Premiums on Share Capital

Beginning Balance 3,698,319 3,698,319 3,698,318,882.68 3,698,318,882.68

Increase in the Period - - - -


Ending Balance 3,698,319 3,698,319 3,698,318,882.68 3,698,318,882.68

Surplus from Change of Shareholding in

Subsidiary Companies

Beginning Balance 1,070,108 1,070,108 1,070,107,629.97 1,070,107,629.97


Decrease in the Period (60,254) - (60,254,000.00) -

Ending Balance 1,009,854 1,070,108 1,009,853,629.97 1,070,107,629.97

Unrealized Net Gain (Loss) on Non-Current

Marketable Securities

Beginning Balance - (6,148) - (6,148,441.86)

Increase in the Period 19,129 6,148 19,129,120.12 6,148,441.86


Ending Balance 19,129 - 19,129,120.12 -

Unrealized Net Gain (Loss) on Non-Current

Marketable Securities of Subsidiary Companies

Beginning Balance - (145,411) - (145,411,000.00)

Increase in the Period - 145,411 - 145,411,000.00


Ending Balance (128,058) - (128,057,656.09) -



2000 1999 2000 1999


(Revised) (Revised)

S T A T E M E N T S O F C H A N G E S I N S H A R E H O L D E R S ’ E Q U I T Y


B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

5 7

Adjustment from Foreign Exchange Conversion

Beginning Balance 136,505 136,505 136,504,862.60 136,504,862.60



Ending Balance 130,102 136,505 130,101,819.82 136,504,862.60

Retained Earnings

Appropriated

Legal Reserve

Beginning Balance 107,550 107,550 107,550,000.00 107,550,000.00

Increase in the Period 28,898 - 28,898,409.00 -


Ending Balance 136,448 107,550 136,448,409.00 107,550,000.00

Unappropriated

Beginning Balance 649,183 (988,697) 649,183,469.88 (988,696,635.34)

Less Accumulated Effect of Adjustment Due to

Change to Accounting Policy (Note 24) (113,853) (129,927) (113,852,999.75) (129,926,728.75)

535,330 (1,118,624) 535,330,470.13 (1,118,623,364.09)

Increase in the Period 58,800 1,807,271 58,799,843.02 1,807,271,035.57

Decrease in the Period (1,056,520) (153,317) (1,056,520,669.85) (153,317,201.35)

Ending Balance (462,390) 535,330 (462,390,356.70) 535,330,470.13

Minority Shareholders’ Interest 108,654 147,725 - -

TOTAL SHAREHOLDERS’ EQUITY 6,607,748 6,743,382 6,499,093,888.80 6,595,656,865.38



2000 1999 2000 1999


(Revised) (Revised)

S T A T E M E N T S O F C H A N G E S I N S H A R E H O L D E R S ’ E Q U I T Y


A n

n u

a l

R e

p o

r t

2

0 0

0

5 8

Retained Earnings (Loss)-Beginning Balance 756,733 (881,147) 756,733,469.88 (881,146,635.34)

Less Accumulated Effect of Adjustment Due to

Change to Accounting Policy (Note 24) (113,853) (129,927) (113,852,999.75) (129,926,728.75)

Beginning Balance After Adjustment 642,880 (1,011,074) 642,880,470.13 (1,011,073,364.09)

Plus (Less) Adjustment to the Previous Year’s Retained

Earnings (Loss) (Note 25) 58,800 (149,927) 58,799,843.02 (149,927,201.35)

Dividend Paid (Note 19) (209,569) - (209,569,004.00) -

Directors’ Emolument (3,990) (3,390) (3,990,000.00) (3,390,000.00)

Net Profit (Loss) (814,063) 1,807,271 (814,063,256.85) 1,807,271,035.57

Retained Earnings (Loss)-Ending Balance (325,942) 642,880 (325,941,947.70) 642,880,470.13

Ending Retained Earnings (Loss) consist of:-

Appropriated

Legal Reserve 136,448 107,550 136,448,409.00 107,550,000.00

Unappropriated (462,390) 535,330 (462,390,356.70) 535,330,470.13

TOTAL (325,942) 642,880 (325,941,947.70) 642,880,470.13



2000 1999 2000 1999


(Revised) (Revised)

R E T A I N E D E A R N I N G S S T A T E M E N T S


B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

5 9

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit (Loss) (814,063) 1,807,271 (814,063,256.85) 1,807,271,035.57

Adjustment to Net Profit (Loss) for Cash Receipts (Payments)

from Operations

Depreciation 846,177 738,668 769,502,613.37 674,156,168.80

Amortization 413,861 364,701 332,677,826.51 237,757,604.84

Allowance for Doubtful Accounts - 143,269 - 117,527,120.43

Loss from Write Down of Inventory 24,783 - 24,782,623.70 -

Loss from Written off Project 280,879 - 42,259,622.82 -

Loss from Impairment 125,960 - 26,361,718.95 -

Premium on Deferred Risk Management 3,261 13,774 2,086,460.84 13,773,659.49

Unrealized (Gain) Loss from Foreign Exchange Rate 85,189 (686,137) 48,175,549.01 (722,902,435.77)

Participating (Profit) Loss in Subsidiary and Associated Companies 278,736 (610,213) 706,023,267.10 (655,124,029.02)

(Profit) Loss from Sales of Investment (333,399) (274,602) (331,687,196.01) (246,649,173.49)

(Profit) Loss from Sales of Fixed Assets (3,451) 1,546 (6,196,270.65) 288,058.77

Profit (Loss) of Minority Shareholders’ Interest 16,380 33,534 - -

Adjustment to the Previous Year’s Retained Earning - 6,724 - 6,724,409.36

(Increase) Decrease in Accounts and Notes Receivable 144,547 (206,486) 290,688,198.29 (69,685,822.79)

(Increase) Decrease in Inventories (20,373) (210,826) 71,668,079.17 (209,473,380.88)

(Increase) Decrease in Spare Parts and Machinery Supplies 50,694 (43,376) 51,624,290.92 (42,940,955.66)

(Increase) Decrease in Other Current Assets 104,035 12,351 201,746,279.84 (37,404,034.87)

Increase (Decrease) in Accounts and Notes Payable 120,210 8,759 (36,526,082.34) 23,947,341.82

Increase (Decrease) in Accrued Interest Payable (10,537) 7,538 9,115,404.72 42,389,430.57

Increase (Decrease) in Other Current Liabilities (62,156) 53,157 (49,591,521.70) 27,055,476.01

Directors’ Emolument (3,990) (3,390) (3,990,000.00) (3,390,000.00)

Net Cash Provided from Operating Activities 1,246,743 1,156,262 1,334,657,607.69 963,320,473.18



2000 1999 2000 1999


(Revised) (Revised)

C A S H F L O W S T A T E M E N T S


A n

n u

a l

R e

p o

r t

2

0 0

0

6 0

CASH FLOW FROM INVESTMENT ACTIVITIES

(Increase) Decrease in Loans and Advances to Subsidiary,

Associated and Related Companies 568,415 1,351,517 (147,029,624.79) 511,702,298.91

(Increase) Decrease in Loans to Employees (331) (30) 460,646.37 (76,581.87)

(Increase) Decrease in Loan to Other Companies (184,039) (428,652) (172,942,546.62) (428,652,540.00)

(Increase) Decrease in Investments in Subsidiary

and Associated Companies (838,711) 95,441 (817,281,739.13) 19,895,217.32

(Increase) Decrease in Other Investments (20,627) (810,712) (12,223,956.36) (33,203,590.01)

(Increase) Decrease in Project under Construction (27,334) 23,001 (2,400,984.12) 86,418,715.37

(Increase) Decrease in Other Assets (640,731) (490,590) (328,510,552.69) (308,021,583.17)

Purchase of Fixed Assets (333,374) (591,965) (229,683,037.67) (344,092,257.12)

Sale of Fixed Assets 32,602 16,718 30,301,323.70 2,012,240.67

Dividend Received 21,432 - 7,049,980.26 -

Change in Minority Shareholder’s Interest (55,451) 4,795 - -

Net Cash Used for Investment Activities (1,478,149) (830,477) (1,672,260,491.05) (494,018,079.90)



2000 1999 2000 1999


(Revised) (Revised)



B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

6 1

CASH FLOW FROM FINANCING ACTIVITIES

Increase (Decrease) in Bank Overdrafts and Loans from Banks (448,804) (714,619) (350,578,539.59) (717,429,520.24)

Increase (Decrease) in Trust Receipts Payable (88,852) 159,046 (148,139,625.26) 141,532,583.48

Increase (Decrease) in Advances and Loans from Subsidiary

and Associated Companies - - (43,938,097.97) 53,204,409.93

Increase (Decrease) in Loans from Other Company (6,000) 81,070 - -

Increase (Decrease) in Current Portion of Long-Term Loans 97,497 298,749 98,495,500.00 298,750,000.00

Increase (Decrease) in Long-Term Loans (437,246) 547,750 (397,245,500.00) 411,250,000.00

Increase (Decrease) in Debentures 44,998 (599,999) 46,173,480.04 (600,000,000.00)

Increase (Decrease) in Other Liabilities (1,391) 7,564 (2,744,701.80) 1,064,100.00

Increase in Capital 1,047,845 523,923 1,047,845,020.00 523,922,510.00

Dividend Payment (209,569) - (209,569,004.00) -

Net Cash Provided (Used) for Financing Activities (1,522) 303,484 40,298,531.42 112,294,083.17

CASH AND CASH EQUIVALENT ITEMS INCREASE (DECREASE) NET (232,928) 629,269 (297,304,351.94) 581,596,476.45

CASH AND CASH EQUIVALENT ITEMS AT THE BEGINNING

OF THE PERIOD 718,146 88,877 638,089,404.98 56,492,928.53

CASH AND CASH EQUIVALENT ITEMS AT THE ENDING

OF THE PERIOD 485,218 718,146 340,785,053.04 638,089,404.98

Additional Information on Cash Flow Statements

1. Cash paid during the Year

Interest paid 418,437 387,135 412,446,571.13 365,447,025.51

Corporate income tax - 20,136 - -

2. Cash equivalents, include cash, bank deposits and short-term investments (three month promissory notes with financial institutions)



2000 1999 2000 1999


(Revised) (Revised)



6 2

A n

n u

a l

R e

p o

r t

2

0 0

0


The company was registered under the Civil and Commercial Code on May 16, 1983, registration number 1960/2526 and later

registered as a public company on July 29, 1993, registration number Bor Mor Jor 152. Its main business activity is coal mining and

engineering service. Its employee data as of June 30, 2000 and 1999 are as follows:

2000 1999

Employee (persons) 858 884

Employees’ expenses (Million Baht) 247.37 274.54

2. Basis of Consolidation

2.1 These consolidated financial statements consist of the accounts of Banpu Public Company Limited and its subsidiary

companies in which Banpu Public Company Limited holds shares not less than 50% of authorized share capital including

other companies in which such subsidiary companies hold shares not less than 50% of authorized share capital based on

equity method, after having eliminated remaining balances and trade transactions among themselves.

2.2 These consolidated financial statements are prepared in accordance with the regulations of the Stock Exchange of Thailand

with the sole objective of showing the combined financial position and operational result of Banpu Public Company Limited

and its subsidiary companies. Using the information shown on the mentioned consolidated financial statements for any other

purpose may be of limited use as the business nature of each of the companies which were consolidated differs considerably.

3. Benefits and Privileges from Obtaining Investment Promotion Certificates

Banpu Public Company Limited was granted investment promotion certificates from the Board of Investment and obtains

significant benefits and privileges of the Investment Promotion Act B.E. 2520 (1977) as follows:-

N O T E S T O F I N A N C I A L S T A T E M E N T S

B a n p u P u b l i c C o m p a n y L i m i t e d a n d I t s S u b s i d i a r i e s

Term of Exemption from

Certificate No. Privileges under Section Corporate Income Tax

(Under Section 31)

1058/2537 25, 26, 29, 31, 34 and 37 6 Years Category 2.3 Mining or December,

Lignite Improvement B.E. 2542 (1999)

8023/2536 25, 26, 28, 30, 31, 34, 35 (2), 8 Years Category 2.3 Mining or September,

35 (3), 35 (4) and 37 Lignite Improvement B.E. 2544 (2001)

1117/2537 25, 26, 28, 30, 31, 34, 35 (2), 8 Years Category 2.3 Mining or August,


1749/2540 25, 26, 28, 31, 34, 35 (2), 8 Years Category 2.3 Mining or June,


Type of Income Expiry of

Granted Promotion Certificate

6 3

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

Direct Shareholding:

Banpu Minerals Co., Ltd. Jan. 1-Dec. 31 Coal Mining Common 40,000 40,000 99.99 99.99

Management

Banpu Terminal Co., Ltd. Jul. 1-Jun. 30 Terminal Common 180,000 120,000 99.99 99.99

Management

Mineral Resources Jan. 1-Dec. 31 Kaolin Production Common 300,000 300,000 99.99 99.99

Development Co., Ltd. Management

Banpu International Ltd. Jun. 1-May 31 Mining Investment Common 250,000 250,000 99.99 99.99

in Indonesia Management

Banpu Australia Pty., Ltd. Jul. 1-Jun. 30 Mining Investment Common 396,351 396,351 99.99 99.99

in Australia Management

Silamani Corp., Ltd. Jul. 1-Jun. 30 Coal Trading Common 300,000 300,000 99.99 99.99

Management

Promsin Co., Ltd. Jan. 1-Dec. 31 Property Development Common 580,000 580,000 99.99 99.99

Management

Edifice Engineering Co., Ltd. Jan. 1-Dec. 31 Coal Ash Management Common 5,000 5,000 99.99 99.99

Management

Universal Exploration Co., Ltd. Jan. 1-Dec. 31 Drilling & Exploration Common 520,000 514,000 99.98 99.98

Management

Banpu Singapore Pte., Ltd. Jul. 1-Jun. 30 Coal Trading Common 26,895 26,895 99.99 99.99

Management

Banpu Power Limited Jul. 1-Jun. 30 Power Investment Common 65,000 1,000 99.99 99.99

Management

PT. Jorong Barutama Greston Jan. 1-Dec. 31 Coal Mining in Indonesia Common 41,285 41,285 95.00 95.00

Management

Yen Bai Banpu Calcium Jan. 1-Dec. 31 CaCO3 Production Management 107,179 107,179 66.66 66.66

Carbonate Co., Ltd. in Vietnam Participation

Overseas Development Oct. 1-Sep. 30 Investment Management 15,000 15,000 51.00 51.00

Corp., Ltd. in China Participation

The Cogeneration Public Jul. 1-Jun. 30 Power & Utilities Management 12,045,000 8,030,000 30.26 32.07

Co., Ltd. Participation

Chiang Muan Mining Co., Ltd. Jan. 1-Dec. 31 Coal Mining Management 100,000 100,000 25.00 25.00

Participation

4. List of Subsidiary and Associated Companies and Percentage of Shareholdings

Consist of:

Paid-up Share Percentage of

Capital, June 30 Shareholding, June 30

2000 1999 2000 1999

’000 Baht ’000 Baht % %

Name of Company Accounting Year Business Relation

6 4

A n

n u

a l

R e

p o

r t

2

0 0

0

Indirect Shareholding

The Subsidiary Company of

Banpu Minerals Co., Ltd.

is as follow:

Ban-Sa Mining Co., Ltd. Jan. 1-Dec. 31 Coal Mining - 60,000 - 88.57 -


Ban-Sa Mining Co., Ltd.

is as follow:

Chiang Muan Mining Co., Ltd. Jan. 1-Dec. 31 Coal Mining Management 100,000 - 51.00 -

Participation

The Subsidiary Companies of

Mineral Resources

Development Co., Ltd.

are as follows:

MRD-ECC Co., Ltd. Jul. 1-Jun. 30 Ball Clay Management 50,000 50,000 51.00 51.00

Productions Participation

Silamani Marble Co., Ltd. Jan. 1-Dec. 31 Coal Trading Common 185,500 185,500 99.99 99.99

Management


Banpu International Limited

is as follow:

PT. Nusantara Thai Mining Jul. 1-Jun. 30 Mining Related Common 6,266 6,266 80.00 80.00

Service Services in Indonesia Management


Banpu Power Ltd.

are as follows:

Banpu Gas Power Ltd. Jul. 1-Jun. 30 Power Investment Common 50,000 12,500 99.99 99.99

Management

Banpu Coal Power Ltd. Jul. 1-Jun. 30 Power Investment Common 10,000 250 99.99 99.99

Management

Banpu Power Vietnam 1 Jul. 1-Jun. 30 Power Investment Common 58,606 - 100.00 -

Pte., Ltd. Management

The Associated Company of

Banpu Power Vietnam 1

Pte., Ltd. is as follow:

Amata Power (Bien Hoa) Jan. 1-Dec. 31 Power Investment Management 169,920 - 30.00 -

Ltd. Participation




2000 1999 2000 1999

’000 Baht ’000 Baht % %

6 5

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D


Banpu Gas Power Ltd.

is as follow:

Tri Energy Co., Ltd. Jan. 1-Dec. 31 Power Investment Management 25,850 25,850 37.50 37.50

Participation


Banpu Coal Power Ltd.

is as follow:

BLCP Power Limited Jan. 1-Dec. 31 Power Investment Management 322,500 322,500 35.00 30.00

Participation


The Cogeneration Public

Company Limited

are as follows:

Thai Cogeneration Co., Ltd. Jul. 1-Jun. 30 Utilities Management 7,353,390 7,353,390 99.99 99.99

Participation

MTP Cogeneration Co., Ltd. Jul. 1-Jun. 30 Utilities Management 4,295,221 4,295,221 99.99 99.99

Participation

The accounting periods of all subsidiary companies which were consolidated, were adjusted to Banpu Public Company Limited

accounting ending period. Minority shareholding interest of less than 1% in subsidiary companies was not material, so this minority

interest was not taken into account.

As of June 30, 2000 and 1999, in the financial statements of Banpu Australia Pty., Ltd., Banpu Singapore Pte., Ltd.,

PT. Nusantara Thai Mining Services (Banpu International Limited’s subsidiary), Yen Bai Banpu Calcium Carbonate Co., Ltd., PT. Jorong

Barutama Greston and Banpu Power Vietnam 1 Pte., Ltd. (Banpu Power Ltd.’s subsidiary) the income statements were translated into

Baht at the average exchange rate prevailing during the accounting period, while the remaining balance of assets and liabilities was

translated into Baht at the exchange rate prevailing at the end of the period. The difference occurring from this translation has been

shown as adjustment from Foreign Exchange Conversion under Shareholders’ Equity in related balance sheets.

As of June 30, 2000, Chiang Muan Mining Co., Ltd. (a subsidiary) had paid Baht 28.2 million in dividends and as of June 30,

1999, subsidiary companies had paid no dividends.




2000 1999 2000 1999

’000 Baht ’000 Baht % %

6 6

A n

n u

a l

R e

p o

r t

2

0 0

0

5. Summary of Significant Accounting Policies

These financial statements are prepared in accordance with the accounting standard announced by the Institute of Certified

Accountants and Auditors of Thailand. The main accounting policies can be summarized as follows:

5.1 Income is recognized when goods and services are delivered.

5.2 Allowance for doubtful accounts is estimated by considering the collectibility of each account receivable.

5.3 Inventories of finished goods, spare parts and machine supplies are valued at the lower of moving average cost or net

realizable value.

5.4 Investments

5.4.1 Short-term investments are recorded at fair value.

5.4.2 Long-term investments in marketable securities for sale are recorded at fair value.

5.4.3 Long-term investments in non-marketable securities which the company considers as general purpose investments are

recorded at cost value.

5.4.4 Investments in subsidiary and associated companies are recorded by using equity method.

5.5 Fixed assets are recorded at cost plus interest on the amount borrowed for construction and installation of such assets and

depreciated on straight-line method over their approximate work life as follows : 20 years for land improvement and building

and construction, 10 years for machines and equipment and some are depreciated on a straight line method within the period

of the relevant mining leases, 5 years for furniture and office equipment, tools and vehicles.

5.6 Pre-operating project expenses are deferred and amortized on a straight-line method within the relevant period of mining

leases.

5.7 Expenses incurred on mine exploration, mine development, and earth removal are amortized in accordance with the quantity

of minerals actually mined-out in relation to the total expected quantity of the project.

5.8 Goodwill from surplus of investment in a subsidiary in excess of its book value at the purchasing date is amortized by using

straight-line method within 5 years.

5.9 Transactions in foreign currencies are translated into Baht at the exchange rate prevailing on the date the transaction

occurred. Assets and liabilities denominated in foreign currencies, which are outstanding at the balance sheet date, are

translated into Baht at the prevailing rates on period end date. Gains or losses from such translation are shown as revenues

or expenses in that period.

For assets and liabilities in foreign currencies under forward contract which has premium or discount, they will be

recognized as income or expense in the income statement in relation to the term of each foreign currency forward contract

accordingly.

5.10 Earnings (Loss) per share

5.10.1 Basic earnings (loss) per share is calculated by dividing net profit (loss) with the weighted average number of the

issued and paid-up shares during the relevant year.

5.10.2 Diluted earnings (loss) per share is calculated by dividing net profit (loss) after adjustments for the effect of diluted

common share equivalents, by the weighted average number of the issued and paid up shares and the weighted

average number of fully diluted common share equivalents that will be needed to cover the rights of the debenture

issue and warrants.

6 7

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

5.11 The Company should appropriate a part of retained earnings under the Public Companies Act 1992 as a legal reserve fund

of not less than 5% of annual net profit less any retained loss carried forward until such time as the reserve fund holds

not less than 10% of registered capital.

5.12 A provident fund has been established under the Provident Fund Act of 1987 under which employees make monthly

contributions and the company also makes a contribution. The fund is managed by a local financial institution.

6. Inter-Company Transactions within the Group

Significant items are summarized as follows:


2000 1999 2000 1999

’000 Baht ’000 Baht ’000 Baht ’000 Baht

Parent and Subsidiary Companies

6.1 Amount of sale-purchases and services 614,015 216,764 262,820 216,764

6.2 Amount of other income and other expenses - 13,627 - 11,929

6.3 Amount of interest received and paid 293,047 236,498 193,330 157,703

6.4 Amount of accounts receivable and accounts payable 245,235 315,245 168,743 315,245

6.5 Amount of other accounts receivable

and other accounts payable 599 356 - -

6.6 Amount of advances receivable and payable 83,836 17,228 73,771 18,508

6.7 Amount of interest receivable and payable 227,584 298,008 191,946 213,959

6.8 Amount of inter-company borrowing and loans 3,681,469 2,811,448 2,596,419 1,956,530

Parent, Associated and Related Companies

6.9 Amount of sale-purchases and services 408,724 216,194 - -

6.10 Amount of other income and other expenses 16,490 86,836 16,940 85,367

6.11 Amount of interest received and paid 69,942 118,478 69,249 109,335

6.12 Amount of accounts receivable and accounts payable 92,070 109,226 - -

6.13 Amount of dividends receivable and payable - 147,577 - 147,577

6.14 Amount of advances receivable and payable 69,438 8,252 62,943 3,948

6.15 Amount of interest receivable and payable 20,431 160,284 18,835 156,522

6.16 Amount of inter-company borrowing and loans 687,761 1,134,079 601,597 1,045,890

Above inter-company transactions, including accrued inter-debts of subsidiary companies, have been eliminated from the financial

statements of the parent and subsidiary companies in the process of the consolidated financial statements preparation. Prices for trade

and service inter-company transactions are determined under the same conditions as those between the company and its general

customers.

6 8

A n

n u

a l

R e

p o

r t

2

0 0

0


2000 1999 2000 1999


7. Accounts and Notes Receivable-Net

Consist of:

As of June 30, 2000 and 1999, in the financial statements of the parent company only were accounts receivable for the

amount of Baht 164.40 million and Baht 179.79 million respectively duefrom a subsidiary company. Payment was to be made as soon

as the subsidiary company brought these inventories into production.

As of June 30, 1999, in the consolidated financial statements and the financial statements of the parent company only was notes

receivable for the amount of Baht 147.58 million for accrued dividend receivable from an associated company. As of June 30, 2000

this dividend had been paid.

8. Loans and Advances to Subsidiary, Associated and Related Companies

Consist of:

Accounts Receivable Due for Payment 642,407 611,527 474,580,834.57 472,417,779.88

Aging of Accounts Receivable:-

Less than 3 months 24,376 59,083 1,135,910.02 132,605,412.13

Over 3 months but not over 6 months 3,741 2,411 - -

Over 6 months but not over 12 months 4,913 332 - 14,427,862.79

Over 12 months 260,366 270,104 229,974,808.38 239,005,186.42

Total 935,803 943,457 705,691,552.97 858,456,241.22

Notes Receivable - 147,577 - 147,577,300.00

Total 935,803 1,091,034 705,691,552.97 1,006,033,541.22

Less Allowance for Doubtful Accounts (259,968) (269,050) (225,400,450.92) (235,054,240.88)

Net 675,835 821,984 480,291,102.05 770,979,300.34

Allowance for doubtful accounts for the year - 143,269 - 117,527,120.43

Loans to Subsidiary Companies-Promissory Notes - - 1,887,945,122.00 1,179,321,533.37

Loans to Associated Companies-Subordinated Loans - 617,238 - 617,237,500.00

Loans to Associated and Related

Companies-Promissory Notes - 10,077 - 3,000,000.00

Advances to Subsidiary Companies - - 71,403,332.85 15,948,049.22

Advances to Associated and Related Companies 69,565 10,394 63,100,393.08 5,546,920.82

Total 69,565 637,709 2,022,448,847.93 1,821,054,003.41


2000 1999 2000 1999


6 9

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

The financial statements of the parent company only

As of June 30, 2000 and 1999, loans to subsidiary and associated companies in the form of promissory notes in foreign currency

consisted of the amount of USD 40.58 million and AUD 3.67 million for 2000 and the amount of USD 25.29 million and AUD 3.67

million for 1999. These foreign currency loans had an interest rate of 9.03% - 12.10% and 8.06% - 10.75% per annum respectively.

As of June 30, 1999 loans to associated companies were subordinated loans for two associated companies with interest rates

of 15.00% per annum, the terms of repayment of the principal and interest are as follows:

For the principal amount of Baht 489.30 million, the associated companies will make repayment after having agreed on

the amount of the liquidated damages to the Electricity Generating Authority of Thailand (EGAT) and also on the new

commercial operation date (to start providing electricity power) without any cost overrun.

For the principal amount of Baht 127.94 million, the associated companies will repay the principal together with interest

once the loan amount has no further obligations under the existing loan agreement of associated companies.

As of June 30, 2000, the company had fully received repayment of these loans.

9. Other Current Assets

Consist of:

Advances to Employees 14,117 35,707 8,058,125.08 33,488,083.49

Accrued Interest Receivable

from Subsidiary Companies - 160 118,353,938.31 160,387,191.50

Accrued Interest receivable from

Associated, Related and Other Companies 24,020 178,023 18,835,066.24 158,872,930.20

Account Receivable-Other - 14,014 18,000,456.27 41,111,003.30

Account Receivable-Revenue Department 2,002 11,989 1,016,137.30 7,529,981.82

Other 218,194 127,513 51,058,871.34 20,718,013.45

Total 258,333 367,406 215,322,594.54 422,107,203.76

10. Loans to Other Company

As of June 30, 2000 and 1999, this loan to other company was in the form of a subordinated loan amounting to USD 19.95

million under the obligation of the Shareholders Support Agreement. The borrower has partly used this loan facility to the amount of Baht

561.51 million (USD 14.96 million) and Baht 428.65 million (USD 11.40 million) respectively. The interest of this loan is MLR+0.50%

per annum and payable annually with the principal repayable after payment of interest. However, the borrower must follow the conditions

under the borrower’s Master Loan Agreement before any payment of the interest and principal can be made or alternatively this loan

may be converted into capital of the borrower.

As of June 30, 2000, the company has converted accrued interest of associated company amounting to Baht 40.28 million to

the principal with the interest rate MLR+0.50% per annum.


2000 1999 2000 1999


7 0

A n

n u

a l

R e

p o

r t

2

0 0

0


2000 1999 2000 1999


For the year ended on June 30, 2000, the company has increased the portion of investment in Chiang Muan Mining Co., Ltd.

from 25% to 70.16% (holding via Ban-Sa Mining Co., Ltd. a subsidiary). This resulted in a change in the number of companies used

for consolidated financial statements preparation and therefore adjustment to the previous year’s financial statements had to be made

retroactively. In order to show the effect of this change in conformity with generally accepted accounting principles.

11. Investments in Subsidiary and Associated Companies

Banpu Minerals Co., Ltd. - - 39,994,000.00 39,994,000.00

Banpu Terminal Co., Ltd. - - 179,999,300.00 179,999,300.00

Mineral Resources Development Co., Ltd. - - 299,999,400.00 299,999,400.00

Banpu International Limited - - 249,999,985.00 249,999,985.00

Silamani Corp., Ltd. - - 236,500,000.00 236,500,000.00

Promsin Co., Ltd. - - 580,515,641.00 580,515,641.00

Edifice Engineering Co., Ltd. - - 4,010,000.00 4,010,000.00

Universal Exploration Co., Ltd. - - 508,931,068.80 502,931,068.80

Banpu Power Limited - - 64,999,930.00 999,930.00

Overseas Development Corp., Ltd. - - 7,649,300.00 7,649,300.00

Banpu Australia Pty., Ltd. - - 396,351,599.92 396,351,599.92

Banpu Singapore Pte., Ltd. - - 26,895,000.00 26,895,000.00

Yen Bai Banpu Calcium Carbonate Co., Ltd. - - 73,946,314.32 73,946,314.32

PT. Jorong Barutama Greston - - 65,716,975.38 65,716,975.38

Chiang Muan Mining Co., Ltd. - - 25,000,000.00 25,000,000.00

The Cogeneration Public Co., Ltd. 3,879,458 2,829,608 3,879,458,023.04 2,829,608,378.32

Amata Power (Bien Hoa) Ltd. 58,606 - - -

Tri Energy Co., Ltd. 37,538 9,694 - -

BLCP Power Limited 108,872 108,872 - -

Plus (Less) Participating Profit (Loss) from Investments

in Subsidiary and Associated Companies 361,255 671,034 (451,988,623.50) 364,061,499.45

Net 4,445,729 3,619,208 6,187,977,913.96 5,884,178,392.19

7 1

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D


2000 1999 2000 1999


As of June 30, 2000 and 1999, the financial statements of 6 and 5 subsidiary companies respectively, which were accounted by

using the equity method, had not yet been audited and reviewed by their respective auditors since these subsidiary companies were

established overseas.

As of June 30, 2000 and 1999, the financial statements of 2 and 1 associated company respectively, which were accounted by

using the equity method, had not yet been audited and reviewed by its auditor.

As of June 30, 2000 and 1999, the financial statements of 1 and 3 associated companies respectively, which were accounted by

using the equity method, had been audited and reviewed by their respective auditors who gave unqualified reports on August 10, 2000

and August 18, 1999 respectively.

12. Other Investments-Net

Consist of:

Investments in Other Companies:

Securities for Sale-Investments in Marketable

Securities 122,390 133,488 85,636,500.00 44,846,256.16

Securities for General Purpose-Investments in

Non-Marketable Securities 302,591 434,355 107,012,020.00 120,269,639.54

Investments in Other Companies-Net 424,981 567,843 192,648,520.00 165,115,904.70

Long-Term Investments - 6,999 - -

Bank Deposit used as a Guarantee to the

Forestry Department 1,334 1,282 - -

Bank Deposit used as Collateral 781,399 680,634 - -

Total 1,207,714 1,256,758 192,648,520.00 165,115,904.70

As of June 30, 2000 and 1999, in the consolidated financial statements, a subsidiary company had a secured bank deposit in

a foreign bank for each year of USD 20.00 million and USD 18.51 million with an interest rate of 6.5344 and 5.0334% per annum

respectively. The whole amount was used as a collateral security by the associated companies for Equity Bridge Loans.

7 2

A n

n u

a l

R e

p o

r t

2

0 0

0

13. Property, Plant and Equipment-Net

Consist of:

The Consolidated Financial Statements

( U n i t : ’ 0 0 0 B a h t )

Land Land Building Machinery Furniture Tools Vehicles Assets Total

Improve- Improve- and Under

ment ment Fixtures Construc-

tion

Cost:

As of June 30, 1999 141,172 132,195 676,443 5,138,515 195,438 114,415 67,193 144,209 6,609,580

Purchase/Transfer in 7,570 6,278 17,237 197,659 9,000 9,568 25,467 60,595 333,374

Sale/Transfer out - - (24,194) (76,885) (5,444) (2,542) (14,984) (38,707) (162,756)

As of June 30, 2000 148,742 138,473 669,486 5,259,289 198,994 121,441 77,676 166,097 6,780,198

Accumulatd Depreciation:

As of June 30, 1999 - (24,348) (149,840) (2,920,195) (131,099) (78,631) (40,805) - (3,344,918)

Sale - 329 1,974 115,253 3,398 1,742 10,910 - 133,606

Depreciation for the year - (10,049) (40,029) (752,752) (22,208) (11,605) (9,534) - (846,177)

As of June 30, 2000 - (34,068) (187,895) (3,557,694) (149,909) (88,494) (39,429) - (4,057,489)

Allowance for Loss from Impairment:

As of June 30, 1999 - - - - - - - - -

Loss from impainment - - - (10,732) - - - - (10,732)

As of June 30, 2000 - - - (10,732) - - - - (10,732)

Net Book Value:

As of June 30, 1999 141,172 107,847 526,603 2,218,320 64,339 35,784 26,388 144,209 3,264,662

As of June 30, 2000 148,742 104,405 481,591 1,690,863 49,085 32,947 38,247 166,097 2,711,977

Depreciation in the Income

Statements for the Year Ending

June 30, 1999 738,668

June 30, 2000 846,177

7 3

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

( U n i t : B a h t )

Cost:

As of June 30, 1999 104,575,563.47 57,420,942.43 281,733,987.65 4,780,533,327.50 148,464,863.07 80,825,038.31 52,393,276.45 56,079,894.41 5,562,026,893.29

Purchase/Transfer in - 5,782,930.00 1,314,183.45 175,524,620.13 4,845,046.92 2,848,958.94 21,771,747.74 17,595,550.49 229,683,037.67

Sale/Transfer out - - (515,421.00) (39,746,785.04) (3,008,252.58) (140,394.00) (14,666,532.74) (15,714,411.80) (73,791,797.16)

As of June 30, 2000 104,575,563.47 63,203,872.43 282,532,750.10 4,916,311,162.59 150,301,657.41 83,533,603.25 59,498,491.45 57,961,033.10 5,717,918,133.80

Accumulatd Depreciation:

As of June 30, 1999 - (16,372,334.00) (109,699,506.23) (2,718,953,326.51) (96,601,271.18) (58,014,439.80) (31,699,651.49) - (3,031,340,529.21)

Sale - - 515,421.00 37,737,829.09 1,058,767.10 161,654.00 10,213,072.92 - 49,686,744.11

Depreciation for the nine month - (5,207,752.00) (17,375,638.19) (712,811,753.00) (17,038,177.66) (9,835,239.00) (7,234,053.52) - (769,502,613.37)

As of June 30, 2000 - (21,580,086.00) (126,559,723.42) (3,394,027,250.42) (112,580,681.74) (67,688,024.80) (28,720,632.09) - (3,751,156,398.47)

Allowance for Loss from Impairment:

As of June 30, 1999 - - - - - - - - -

Loss from impainment - - - (10,731,846.13) - - - - (10,731,846.13)

As of June 30, 2000 - - - (10,731,846.13) - - - - (10,731,846.13)

Net Book Value:

As of June 30, 1999 104,575,563.47 41,048,608.43 172,034,481.42 2,061,580,000.99 51,863,591.89 22,810,598.51 20,693,624.96 56,079,894.41 2,530,686,364.08

As of June 30, 2000 104,575,563.47 41,623,786.43 155,973,026.68 1,511,552,066.04 37,720,975.67 15,845,578.45 30,777,859.36 57,961,033.10 1,956,029,889.20

Depreciation in the Income Statements for the Year Ending

As of June 30, 1999 674,156,168.80

Af of June 30, 2000 769,502,613.37

The Parent Company Only

Land Land Building Machinery Furniture Tools Vehicles Assets Total

Improve- Improve- and Under

ment ment Fixtures Construc-

tion

7 4

A n

n u

a l

R e

p o

r t

2

0 0

0


2000 1999 2000 1999


In the consolidated financial statements as of June 30, 2000 and 1999, fixed assets totaling Baht 314.05 million of a subsidiary

company was fixed assets for Laem Chabang Port Project. Once this project is completed under the contract, all immovable property and

infrastructure ownership will revert to the Port Authority of Thailand.

As of June 30, 2000 and 1999, in the financial statements of the parent company only, the parent company pledged almost all

fixed assets used for operation under contract with the Electricity Generating Authority of Thailand as collateral against credit facilities

agreement in the form of revolving loan and guarantee facilities. The parent company had drawn on these loans as said in Note 17.

14. Other Assets-Net

Consist of:

Deferred Charges:

Mineral Research & Exploration Expenses 398,862 239,835 108,616,836.95 108,616,836.95

Land Surface Removal 3,095,358 2,619,638 2,297,510,917.37 1,977,337,892.15

Land Rights and Other 177,010 239,287 77,513,933.34 77,513,933.34

Mine Development Expenses 77,881 91,760 77,881,128.74 77,881,128.74

Underwriting Fee for Issuing Debentures-Deferred 87,740 169,229 87,740,298.81 169,229,177.14

Stamp Duty 13,027 13,027 11,528,971.00 11,528,971.00

Total 3,849,878 3,372,776 2,660,792,086.21 2,422,107,939.32

Less Accumulated Amortization (2,607,953) (2,284,089) (1,795,505,226.45) (1,561,262,479.07)

Deferred Expenses-Net 1,241,925 1,088,687 865,286,859.76 860,845,460.25

Prior Year’s Corporate Income Tax-Net 43,954 33,869 39,960,630.11 30,451,350.04

Building Rent 34,794 47,864 25,604,938.63 34,641,975.79

Investment in Land 724,357 781,804 - -

Advance for Land Deposit 238,761 260,000 238,760,846.25 260,000,000.00

Other 196,593 109,485 11,292,797.60 11,094,245.54

Total 2,480,384 2,321,709 1,180,906,072.35 1,197,033,031.62

As of June 30, 2000 and 1999, advance for land deposit was an advance to a director for the acquisition of land for the company.

As of June 30, 2000 the whole amount of investment in land of the Universal Exploration Co., Ltd. and Promsin Co., Ltd. was

the cost of land inclusive of other expenses which were paid to acquire such land. Both subsidiary companies had had the land value

appraised by using the appraisal price of the Land Department, which appraised the land value at Baht 13.72 million and 42.51 million

below cost respectively.

7 5

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D


As of June 30, 2000 and 1999, the whole amount of foreign currency loans from banks was in the form of promissory notes of

USD 14.50 million and USD 25.50 million respectively which were obtained from local and foreign commercial banks at the interest rate

of 3.6% - 8.955% and 6.85% - 7.8749% per annum respectively.

As of June 30, 1999, the amounts of due from counter-signed bank, due to counter - signed bank and deferred premium on risk

management were derived from execution of forward contracts for the amount of USD 28.0 million in order to hedge currency risk.

The amount of premium on risk management of Baht 16.88 million was written off by Baht 13.77 million.

Some bank overdrafts and loans from commercial banks to the parent company were supported by cross - guarantees between

the company and its subsidiaries.

15. Bank Overdrafts and Loans from Banks/Trust Receipts/Accrued Interest Payable

Consist of:

Bank Overdrafts and Loans from Banks:

Bank Overdrafts 32,363 121,985 29,602,975.52 20,726,051.75

Local Currency Loans from Banks 270,061 238,000 270,000,000.00 238,000,000.00

Foreign Currency Loans from Banks 569,713 - 569,500,550.00 -

Foreign Currency Loans from Banks under Foreign

Currency Forward Contract - 943,523 - 943,522,950.00

Plus (Less) Due to Counter-signed Bank - 959,835 - 959,834,600.00

Due from Counter-signed Bank - (943,523) - (943,522,950.00)

Deferred Premium on Risk Management - (2,897) - (2,896,517.83)

Total Bank Overdrafts and Loans from Banks 872,137 1,316,923 869,103,525.52 1,215,664,133.92

Trust Receipts Payable:

Trust Receipts Payable 76,346 128,652 - 111,593,870.97

Trust Receipts Payable under Foreign




Deferred Premium on Risk Management - (74) - (74,245.71)

Total Trust Receipts Payable 76,346 165,198 - 148,139,625.26

Accrued Interest Payable:

Accrued Interest Payable 72,130 28,632 145,248,737.00 81,869,454.13

Accrued Interest Payable under Foreign




Deferred Premium on Risk Management - (136) - (136,148.94)

Total Accrued Interest Payable 72,130 84,846 145,248,737.00 138,083,305.19


2000 1999 2000 1999


For the Year ended on June 30,

7 6

A n

n u

a l

R e

p o

r t

2

0 0

0

16. Advances and Loans from Subsidiary and Associated Companies

Consist of:

Loans from Subsidiary Companies-Promissory Notes - - 708,574,951.24 775,022,965.00

Loans from Associated Companies-Promissory Notes 75,070 81,070 - -

Advances from Subsidiary Companies - - 2,363,771.25 856,068.43

Advances from Associated Companies - - - -

Total 75,070 81,070 710,938,722.49 775,879,033.43


2000 1999 2000 1999


As of June 30, 2000, in the financial statements of the parent company only, loans from subsidiary companies were obtained in foreign

currency for the amount of USD 0.48 million and AUD 24.64 million at the interest rate of 5.91% - 8.17% per annum, and as of June 30,

1999, loans from subsidiary companies were obtained in foreign currency for the amount of USD 3.49 million and AUD 24.64 million at the

interest rate of 5.00% - 9.15% per annum.

In the consolidated financial statements as of June 30, 2000 and 1999, loans from associated companies for the amount of

Baht 75.07 million and Baht 68.57 million respectively incurred no interest charges.

17. Long-Term Loans

Consist of:

Local Currency Loans 579,250 918,999 411,250,000.00 710,000,000.00

Foreign Currency Loans 105,614 107,894 105,613,750.00 107,894,050.00

Total 684,864 1,026,893 516,863,750.00 817,894,050.00

Less Current Portion of Long-Term Loans (437,246) (339,749) (397,245,500.00) (298,750,000.00)

Net 247,618 687,144 119,618,250.00 519,144,050.00


2000 1999 2000 1999


17.1 Long-term loans of the parent company had the following conditions:

As of June 30, 2000 and 1999, a foreign currency loan was obtained from a foreign commercial bank for the

principal of DM 5.5 million. The principal will be repaid by installments of DM 1.1 million every six months commencing

from December 22, 2000 to December 23, 2002 at an interest rate of LIBOR + 2.0% per annum payable with semi-

annual payment.

7 7

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

Local currency loans consist of two credit facilities as follows:

As of June 30, 2000 and 1999, the amount of Baht 700.0 million was obtained from 2 commercial banks and

another financial institution. The principal will be repaid by installments of Baht 70.0 million every three months commencing

from February 26, 1999 to May 31, 2001 at an interest rate of MOR+0.5% per annum payable each month. These loans

were collateralised by almost all fixed assets used for operation under work contract with the Electricity Generating

Authority of Thailand as said in Note 13. As of June 30, 2000 and 1999, the remainder outstanding was Baht 280 million

and Baht 560 million respectively.

As of June 30, 2000 and 1999, the amount of Baht 150.0 million was obtained from a commercial bank. The

principal will be repaid by installments of not less than of Baht 18.75 million every three months commencing from May,

2000 to May, 2002 at interest of MLR+0.25% per annum payable at the end of each month.

17.2 Long-term loans of two subsidiary companies had the following conditions:

17.2.1 The first subsidiary company had the following conditions.

As of June 30, 2000 and 1999, the whole amount was a loan from a financial institution at an interest rate

of MLR-1% per annum. The principal will be repaid by 20 installments every three months, ending on April 30,

2004. The loan was collateralised by agreement to transfer the right under investment contract to build, manage

and operate a sea port. As of June 30, 2000 and 1999, the remainder outstanding was Baht 152.00 million and

Baht 180.00 million respectively.

17.2.2 The second subsidiary company had the following conditions:

As of June 30, 2000 and 1999, the whole amount was a long-term loan in the form of promissory notes from

a financial institution. The principal of Baht 40 million will be repaid annually at the beginning of each year commencing

from May 29, 1998 to May 29, 2002 at an estimated interest rate of 7.25% and 10.00% - 10.25% per annum

respectively, payable every month. As of June 30, 2000 and 1999, the remainder outstanding was Baht 24.00 million.

18. Debentures

Consist of:

Debentures sold locally 2,600,000 600,000 2,600,000,000.00 600,000,000.00

Convertible Debentures sold Overseas 1,218,967 4,059,406 1,218,966,832.40 4,059,405,739.90

Total 3,818,967 4,659,406 3,818,966,832.40 4,659,405,739.90

Foreign Currency Loan from Bank under

Foreign Currency forward Contract 1,021,173 - 1,021,173,400.00 -

Plus (Less) Due to Counter-signed Bank 986,280 - 986,280,000.00 -

Due from Counter-signed Bank (1,021,173) - (1,021,173,400.00) -

Deferred Discount on Risk Management 24,856 - 24,856,448.36 -

Total 4,830,103 4,659,406 4,830,103,280.76 4,659,405,739.90


2000 1999 2000 1999


As of June 30, 2000, the amounts of due from counter-signed bank, due to counter-signed bank and deferred discount on risk

management were derived from execution of forward contracts for the amount of USD 26.0 million in order to hedge currency risk.

The amount of discount on risk management of Baht 27.57 million was written off by Baht 2.72 million.

7 8

A n

n u

a l

R e

p o

r t

2

0 0

0

18.1 Local debentures have the following conditions:

Second Tranche of Banpu Bond Third Tranche of Banpu Bond Fourth Tranche of Banpu Bond

Bond Description Issue 2/1999 Issue 3/1999 Issue 4/1999

(Value Baht 600 million) (Value Baht 1,250 million) (Value Baht 750 million)

Type Unsubordinated unsecured Unsubordinated unsecured Unsubordinated unsecured

debentures. No bondholder debentures. Principal to be debentures. Principal to be

representative. repaid in installments. repaid in installments.

Category In holder name In holder name In holder name

Offering Price Baht 1,000 Baht 1,000 Baht 1,000

Issue Amount 600,000 Units 1,250,000 Units 750,000 Units

Par Value Baht 1,000 Baht 1,000 Baht 1,000

Offering Price Per Unit Baht 1,000 Baht 1,000 Baht 1,000

Interest Rate Per Year 11.00% 8.125% Interest rate shall be

MLR rate average from

4 Commercial Banks

-0.25% per annum

Interest Paid Twice a year Twice a year Twice a year

Life 5 years 3 years 5 years

Issue Date 29th January 1999 3rd November 1999 3rd November 1999

Maturity Date of Bond 29th January 2004 3rd November 2002 3rd November 2004

Redemption Right of Once, at the end of the -Nil- -Nil-

Bond Holder Prior to Maturity second year on the

29th January 2001.

Redemption Right of Once, at the end of the -Nil- -Nil-

Bond Issuer Prior to Maturity second year on the

29th January 2001.

Value of Redemption Baht 1,000 -Nil- -Nil-

Prior to Maturity

Principal Repayment -Nil- At the end of the second year, At the end of the fourth year,

Prior to Maturity of principal amount of Baht 250 principal amount of Baht 250

Redemption per Unit per unit may be redeemed. per unit may be redeemed.

The balance shall be payable on The balance shall be payable on

maturity of bond redemption. maturity of bond redemption.

Redemption Price Per Baht 1,000 Baht 750 Baht 750

Unit at Maturity

Secondary Market The Company would arrange to The Company would arrange to The Company would arrange to

apply to change the debentures apply to change the debentures apply to change the debentures

into registered debt instruments into registered debt instruments into registered debt instruments

on the Thai debt market. on the Thai debt market. on the Thai debt market.

18.2 Overseas debentures separated into two tranches have the following conditions:

18.2.1 The Company issued USD 80 million convertible debentures or equivalent to Baht 2,001.28 million. The debentures

had a 10-year maturity period from November 25, 1994 up to July 25, 2004 and beared 3.5% per annum interest

rate. The Company had reserved 6.0 million ordinary shares at convertible price of Baht 262.0 per share. The

debentures carried a put option of 128.458% of the par value, which could be exercised on August 25, 1999 and

the company had fully redeemed the convertible debentures on this date.

7 9

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

18.2.2 The Company issued USD 100 million convertible debentures in the overseas market or equivalent to Baht

2,528.06 million, which have a 7-year maturity period. The debentures bear 2.75% per annum interest rate.

The Company had reserved 3.507 million ordinary shares at convertible price of Baht 258 per share exercisable

from July 1, 1996 to June 30, 2003. The Company may exercise “call option” or “early redemption” on all or

some of the debentures at the following redemption prices :-

Redemption price (%) During the period between

115.37 April 10, 1999 and April 9, 2000

121.27 April 10, 2000 and April 9, 2001

127.63 April 10, 2001 and April 9, 2002

134.46 April 10, 2002 and April 9, 2003

The Company has repurchased part of the convertible debentures for the amount USD 42.96 million. As of June 30, 2000,

the remaining balance after the repurchase amounted to USD 57.04 million.

18.3 As of June 30, 2000, the amounts of due from counter-signed bank, due to counter-signed bank and deferred discount on

risk management were derived from execution of forward contracts for the amount of USD 26.00 million in order to hedge

currency risk. The amount of discount on risk management of Baht 27.57 million was written off by Baht 2.72 million.

19. Shareholders’ Equity

The parent company’s general meeting of shareholders for 1999 held on October 26, 1999 passed the following resolutions:

Declared a dividend payment of 2 Baht per share from retained earnings and business operations arising from activities

which had been granted promotional privilege for the fiscal year ended on June 30, 1999 in respect of 104,784,502

shares, totalling Baht 209.57 million, to be paid on November 24, 1999.

To appropriate Baht 21.88 million from net profit arising out of activities which had not been granted promotional

privilege, as a legal reserve as provided by the regulations.

Authorized the payment of directors’ emoluments of Baht 3.99 million for 1998/1999.

Approved the allocation of warrants to directors and employees and extended the scope of allocating the warrants to

employees of subsidiary companies. The initial allocation of warrants started on November 30, 1999 and was completed

on February 24, 2000.

Approved the issue and limited offer of new ordinary shares with warrants to existing shareholders and to specific investors

by way of private placement as follows:

1) Ordinary Shares (Rights)

Category : Ordinary shares in specified name of shareholders on behalf of

Banpu Public Company Limited.

Issue Amount : 104,784,502 shares.

Ratio to Subscription : 1 existing share to 1 new ordinary share with 1 unit of warrant.

Par Value : Baht 10

Offer Price Per Share : Baht 10

Secondary Market : The Company would arrange to apply for the new shares to be listed on

the Stock Exchange of Thailand.

8 0

A n

n u

a l

R e

p o

r t

2

0 0

0

2) Warrants

Category : Warrants of Banpu Public Company Limited

Amount : 104,784,502 Units.

Ratio of Subscription : a shareholder who subscribes for one new ordinary share will be entitled

to receive 1 unit of warrant.

Par Value : Baht 0

Offer Price Per Unit : Baht 0

Life : Not exceeding 3 years

Exercise Price : The average closing price plus 20% of shares traded on the SET for a period of

15 business days commencing from the book closure date of the share registration

in determining the right of shareholders to subscribe for new shares with warrants.

Secondary Market : The Company would arrange to apply for warrants to be listed on the Stock

Exchange of Thailand.

3) Ordinary Shares (Private Placement)

To allocate 21,000,000 new ordinary shares with par value of Baht 10 per share to specific investors by way

of private placement pursuant to the Notification of the Securities and Exchange Commission.

The directors of the Company would be empowered to consider and determine specific details in relation to the

offering of ordinary shares and warrants with the view to generating the highest benefits to all the shareholders of the Company.

To approve the increase of registered capital by Baht 2,321,690,040 by issuing 232,169,004 ordinary

shares with the par value of Baht 10 per share. The total registered capital will be Baht 3,540,504,790.

The company has already registered such increase of capital with the Ministry of Commerce on November 1, 1999

and has called for payment on the 104,784,502 shares with par value of Baht 10 per share for a total paid up capital of Baht

2,095,690,040 and the company has already registered this with the Ministry of Commerce on January 28, 2000.

The new ordinary shares would be allocated, offered and/or reserved for the following purposes:

1) to allocate and offer ordinary shares to existing shareholders for an aggregate of 104,784,502 shares; and

2) to allocate and reserve new ordinary shares for the exercise of warrants issued to purchase new ordinary shares

(issued and offered to existing shareholders as referred to above), and for the exercise of warrants to be allotted to

directors and employees of the Company and its subsidiaries (ESOP) and for conversion by the holders of convertible

bonds, issued and offered abroad in their entirety for an aggregate of 106,384,502 shares; and

3) to allocate and offer ordinary shares to specific investors by way of private placement pursuant to the Notification

of the Securities and Exchange Commission in an aggregate of 21,000,000 shares.

Approved the allocation of unissued ordinary shares as follows:

1) to allocate and offer new ordinary shares with warrants to existing shareholders, with the following details:

Number of shares : 104,784,502 shares.

Ratio : 1 existing share to 1 new ordinary share; the subscribers of 1 new ordinary

share will be entitled to receive 1 new warrant free of charge.

2) to allocate and reserve new ordinary shares for the exercise of the warrants and for the conversion of the convertible

debentures as follows:

an aggregate number of 104,784,502 ordinary shares, for the exercise of the warrants, issued and offered to existing

shareholders together with new ordinary shares free of charge.

an aggregate number of 8,767,973 shares for the exercise of the warrants to be allotted to directors and employees

according to the resolutions of the Annual General Meeting of 1998 held on October 29, 1998, as follows:

8 1

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

(i) an aggregate number of 5,239,224 shares reserved for the above purpose according to the resolutions of the

Annual General Meeting of 1998 held on October 29, 1998;

(ii) an aggregate number of 2,028,749 shares, remaining from the shares reserved for conversion by the convertible bond

holders (ECD-1) since the entire amount of the bonds were converted and/or redeemed as of August 25, 1999; and

(iii) an aggregate number of 1,500,000 shares additionally allocated due to an adjustment of exercise price according

to the resolutions of Annual General Meeting of 1999 held on October 26, 1999;

an aggregate number of 9,929,000 shares reserved for conversion by the convertible bondholders (ECD-2) issued and

offered abroad in their entirety according to the resolutions of Extraordinary General Meeting of the Shareholders

No. 1/1996 held on March 6, 1996 as follows:

(i) an aggregate number of 5,000,000 shares reserved for the above purpose according to the resolutions of

Extraordinary General Meeting of the Shareholders No. 1/1996 held on March 6, 1996;

(ii) an aggregate number of 4,829,000 shares reserved for the above purpose according to the resolutions of the

Annual General Meeting of 1998 held on October 29, 1998; and

(iii) an aggregate number of 100,000 shares, additionally allocated due to an adjustment of conversion price according

to the resolutions of Annual General Meeting of 1999 held on October 26, 1999;

3) To allocate 21,000,000 new ordinary shares, with par value of Baht 10 per share, for issue and offer to specific investors

by way of private placement according to the Notification of the Securities and Exchange Commission.

Concerning the new share offering, the directors of the Company are empowered to set the guidelines, conditions,

number of shares and price and period of payment and any other relevant details relating to the allocation, reservation,

and offering of new ordinary shares.


The suspension of the annual dividend payment for the 12 month period from July 1, 1997 to June 30, 1998 due to single

realization of foreign exchange loss of the Company.

To reduce the company’s approved registered capital from Baht 1,000 million to Baht 642.5 million by cancelling an

aggregate number of 35.75 million unissued and unallocated ordinary shares. The Company has already registered this

matter with Ministry of Commerce on November 12, 1998.

To increase the registered capital by Baht 576,314,750 by issuing 57,631,475 ordinary shares with the par value of Baht

10 per share to make the total registered capital of Baht 1,218,814,750. The Company has already registered this matter

with Ministry of Commerce on December 22, 1998 and the new shares were allocated in accordance to the shareholders’

meeting resolution as follows:

To allocate to existing shareholders in the ratio of 1 existing share to 1 new share.

To allocate and reserve an aggregate number of 5,239,224 shares for the exercise of warrants offered to directors

and employees.

To change the aggregate number of 6 million shares initially reserved for the exercise of warrants issued in conjunction

with bonds following the resolution of the shareholders’ extraordinary meeting No. 1/1993 held on September 3, 1993.

As of the date of this meeting the company issued 1,171,000 shares and the remainder outstanding was 4,829,000

shares. As the ex-right date (November 16, 1998) is scheduled after the last day on which the warrantholders may

exercise their right to purchase shares (November 15, 1998), the Company should not be required to adjust the exercise

price of the warrants and make an additional reserve of shares. However, if on the last exercise date of the warrants

(November 15, 1998), not all of the warrantholders exercise the right and there remains a certain number of unissued

shares reserved for such warrants, then such unissued shares will be changed to be reserved for conversion by the

convertible bondholders, (ECD-2) issued and offered in their entirety abroad according to the resolution of the

shareholders’ extraordinary meeting No. 1/1996 held on March 6, 1996.

8 2

A n

n u

a l

R e

p o

r t

2

0 0

0

20. Gain (Loss) from Exchange Rate

Consist of:

Gain (Loss) from Exchange Rate:-

Unrealized (28,814) 128,092 (7,458,857.16) 63,197,021.59

Realized 23,402 2,345 (37,273,591.43) 1,920,925.90

Total (5,412) 130,437 (44,732,448.59) 65,117,947.49

Gain (Loss) from Exchange Rate:-

Unrealized (85,189) 686,137 (48,175,549.01) 722,902,435.77

Realized (54,689) 124,192 (100,121,046.57) (15,259,115.14)

Total (139,878) 810,329 (148,596,595.58) 707,643,320.63

21. Other Income

Consist of:


2000 1999 2000 1999


For the Quarter ended on June 30,

Interest Received 29,320 48,243 71,172,435.31 66,070,191.96

Gain on Investment Sold 331,685 244,480 331,685,196.01 246,064,540.91

Service Income 61 - 664,033.98 -

Other 21,554 35,354 28,669,676.28 15,263,978.07

Total 382,620 328,077 432,191,341.58 327,398,710.94


2000 1999 2000 1999




2000 1999 2000 1999



8 3

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

22. Corporate Income Tax

Corporate income tax was calculated at 30% of net profit arising from activities not granted promotional privileges.

23. Earnings (Loss) per Share

The basic earnings (loss) per share and the diluted earnings (loss) per share for the year ended on June 30, 2000 and 1999

were calculated as follows:

Interest Received 167,486 166,544 279,821,197.78 241,625,925.97

Gain on Investment Sold 333,399 274,602 331,687,196.01 246,649,173.49

Service Income 2,834 16,707 3,840,653.87 83,598,701.76

Other 58,950 125,689 60,455,964.58 42,129,114.97

Total 562,669 583,542 675,805,012.24 614,002,916.19


2000 1999 2000 1999



For the Quarter For the Year

2000 1999 2000 1999

Revised) (Revised)

The diluted loss per share for the quarter and for the year ended on June 30, 2000 were not presented as to the conversion of

bonds and the allocation of warrants resulting the reduction of loss per share.

The calculation of basic earnings (loss) per share:

Net profit (loss) (Thousand Baht) = (355,234) 473,691 (814,063) 1,807,271

Weighted average number of shares

(Thousand Shares) end of period:

Issued period Jul. 1, 1999 - Jan. 28, 2000

equivalent number of shares = - - 61,125 -

Issued period Jan. 29, 2000 - Jun. 30, 2000

equivalent number of shares = 209,570 - 87,321 -

Issued period Jul. 1, 1998 - Dec. 21, 1998

equivalent number of shares = - - - 24,013

Issued period Dec. 22, 1998 - Jun. 30 1999

equivalent number of shares = - 104,785 - 56,759

Total 209,570 104,785 148,446 80,772

Basic earnings (loss) per share (Baht) = (1.70) 4.52 (5.48) 22.37

The calculation of fully-diluted earnings (loss) per share:

Net profit (loss) after adjustment (Thousand Baht) = - 431,210 - 1,344,752

Number of shares used for calculating the diluted

earnings (loss) per share (Thousand Shares) = - 111,233 - 87,221

Diluted earnings (loss) per share (Baht) = (1.70) 3.88 (5.48) 15.42

8 4

A n

n u

a l

R e

p o

r t

2

0 0

0

REVENUES

Sales 1,626,868,587.06 1,378,840,056.12 3,005,708,643.18

Other Income 3,485,591.19 672,319,421.05 675,805,012.24

TOTAL REVENUES 1,630,354,178.25 2,051,159,477.17 3,681,513,655.42

EXPENSES

Cost of Sales 1,065,332,441.43 1,440,775,721.74 2,506,108,163.17

Selling and Administrative Expenses 153,127,907.74 420,699,637.60 573,827,545.34

Interest Expenses 256,440,629.82 453,177,306.84 709,617,936.66

TOTAL EXPENSES 1,474,900,978.99 2,314,652,666.18 3,789,553,645.17

NET PROFIT (LOSS) FROM OPERATION 155,453,199.26 (263,493,189.01) (108,039,989.75)

PLUS PARTICIPATING PROFIT (LOSS) FROM OPERATION

OF SUBSIDIARY COMPANIES (427,287,741.07)

PARTICIPATING PROFIT (LOSS) FROM OPERATION

OF ASSOCIATED COMPANIES (278,735,526.03)

NET PROFIT (LOSS) (814,063,256.85)

( U n i t : B a h t )

Activities granted Activities not granted Total

promotion privileges promotion privileges

For the Year ended on June 30, 2000

2000 1999

Baht Baht

Correction of Previous Year’s Error - 20,012,798.65

Correction of an Error in the Financial Statements of Overseas Subsidiary Company 58,170,000.00 (169,940,000.00)

Correction of an Error in the Financial Statement of Local Subsidiary Company 629,843.02 -

Total 58,799,843.02 (149,927,201.35)

24. Adjustment Due to Change to Accounting Policy

In 2000 the company changed accounting policy for deferred expenses to become expenses in order to comply with accounting

standard No. 4 concerning “Impairment of assets which developing and developed firms have recorded as assets” of The Institute of

Certified Accountants and Auditors of Thailand. The comparative financial statements of the previous period have been retroactively

adjusted as if the deferred expense had always been recorded in accordance with this new policy. Therefore the comparative information

for 1999 has been prepared in accordance with this new policy. The accumulated effect of this change from the beginning to the start

to the present year has been an amendment to retained earnings at the beginning of the accounting period amounting to Baht 113.86

million and the accumulated effect from the beginning until the start of 1999 which had to be adjusted in the beginning retained earnings

of 1999 totalled Baht 129.93 million.

25. Adjustment to the Previous Year’s Retained Earnings

Consist of:-

26. Details of Income Statements segregated between activities granted promotion privileges and those which were not


8 5

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E DREVENUES

Sales - Locally 2,220,978,152.73 474,700,967.85 2,695,679,120.58

Sales - Overseas - 13,355,176.63 13,355,176.63

Other Income 964,387.23 1,320,681,849.59 1,321,646,236.82

TOTAL REVENUES 2,221,942,539.96 1,808,737,994.07 4,030,680,534.03

EXPENSES

Cost of Sales 1,568,101,062.40 351,070,020.06 1,919,171,082.46

Selling and Administrative Expenses 256,774,630.12 275,212,135.34 531,986,765.46

Interest Expenses 271,942,543.37 155,433,136.19 427,375,679.56

TOTAL EXPENSES 2,096,818,235.89 781,715,291.59 2,878,533,527.48

NET PROFIT FROM OPERATION 125,124,304.07 1,027,022,702.48 1,152,147,006.55

PLUS PARTICIPATING PROFIT (LOSS) FROM

OPERATION OF SUBSIDIARY COMPANIES 44,911,032.16

PARTICIPATING PROFIT (LOSS) FROM

OPERATION OF ASSOCIATED COMPANIES 610,212,996.86

NET PROFIT (LOSS) 1,807,271,035.57

( U n i t : B a h t )

Activities granted Activities not granted Total

promotion privileges promotion privileges

Revised)

For the Year ended on June 30, 1999

As of June 30, 2000 and 1999, selling and administrative expenses including interest expenses, which could not be directly charged,

were appropriated to each type of activities in proportion to their total revenue except for the dividend income from the subsidiary and

other companies for the amount of Baht 13.73 million and Baht 4.66 million respectively.

Corporate income tax was calculated at 30% of net profit from activities not granted promotion privileges.

27. The Fourth Quarter Performance

The fourth quarter operation result for the year ended on June 30, 2000 was presented in comparison with the same period last

year. The fourth quarter result has been reviewed in accordance with accounting standards set by The Institute of Certified Accountants

and Auditors of Thailand.

8 6

A n

n u

a l

R e

p o

r t

2

0 0

0 REVENUES FROM OPERATION

Sales 1,184,073 1,001,802 667,417 776,914

Gain on Exchange Rate (Note 20) - 130,437 - 65,118

Other Income (Note 21) 382,620 328,077 432,191 327,399

Participating Profit (loss) from Operation

of Subsidiary Companies - - (341,494) 50,235

Participating Profit (loss) from Operation

of Associated Companies (127,505) 77,446 (127,505) 77,446

Total Revenue 1,439,188 1,537,762 630,609 1,297,112

EXPENSES FROM OPERATION

Cost of Sales 1,017,239 715,309 590,134 563,921

Selling and Administrative Expenses 162,657 186,210 84,669 115,752

Allowance for Doubtful Account - 34,708 - 29,382

Director’s Remuneration 1,040 450 1,040 450

Loss on Exchange Rate (Note 20) 5,412 - 44,733 -

Loss from Written Off Project 280,879 - 42,260 -

Loss from Impairment 114,667 - 14,402 -

Loss from Write Down of Inventory 24,783 - 24,783 -

Total Expenses 1,606,677 936,677 802,021 709,505

Gain (Loss) from Operation before Interest

Expenses and Corporate Income Tax (167,489) 601,085 (171,412) 587,607

Financial Expenses of Bond Redemption (60,670) - (60,670) -

Interest Expenses (124,415) (110,722) (123,152) (113,916)

Corporate Income Tax (Note 22) 372 (5,166) - -

Net Profit (Loss) before Acquisition of Shares (352,202) 485,197 (355,234) 473,691

Less Loss (Profit) before Acquisition of Shares 240 -

Net Profit (Loss) before Minority

Shareholders’ Interest (351,962) 485,197

Plus (Less) Net Loss (Profit) of Minority

Shareholder’s Interest (3,272) (11,506)

Net Profit (Loss) (355,234) 473,691

Earnings (Loss) per share (Baht) (Note 23) (1.70) 4.52 (1.70) 4.52

Diluted Earnings (Loss) per share (Baht) (Note 23) (1.70) 3.88 (1.70) 3.88


2000 1999 2000 1999

’000 Baht ’000 Baht ’000 Baht ’000 Baht

(Revised) (Revised)


8 7

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

28. Sectoral Business Operation

Details of the sectoral business operation for the year ended on June 30, 2000 and 1999 were as follows:-

The Consolidated Financial Statements

Net Sales 3,074 2,435 1,248 1,178 117 49 4,439 3,662

Profit (Loss) from Operation 1,386 1,646 (100) (32) 53 15 1,339 1,629

Common Expenses 1,016 774

(Gain) Loss from Exchange Rate 140 (810)

Interest Expenses and Financial

Expenses of Bond Redemption 696 415

Corporate Income Tax 1 20

Net Profit (Loss) from Operation (513) 1,230

Plus (Less) Loss (Profit) Before

Acquisition of Shares (6) -

Participating Profit (Loss)

from Investment in

Subsidiary and

Associated Companies (279) 610

Net Loss (Profit) of Minority

Shareholders’ Interest (16) (33)

Net Profit (Loss) (814) 1,807

Total Assets by Business Unit

As of June 30, 1,064 1,281 1,344 1,648 304 314 2,712 3,243

Total Shared Assets 11,057 11,323

Total Assets As of June 30, 13,769 14,566

( U n i t : M i l l i o n B a h t )

Coal and Engineering Logistics and Total

Minerals Service Transportation

2000 1999 2000 1999 2000 1999 2000 1999

(Revised)

8 8

A n

n u

a l

R e

p o

r t

2

0 0

0

( U n i t : M i l l i o n B a h t )

Coal and Engineering Total

Minerals Service

2000 1999 2000 1999 2000 1999

(Revised)


June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999

Million Baht Million Baht Million Baht Million Baht

The Parent Company Only

Net Sales 1,758 1,531 1,248 1,178 3,006 2,709

Profit (Loss) from Operation 1,275 1,436 (100) (32) 1,175 1,404

Common Expenses 425 532

(Gain) Loss from Exchange Rate 149 (707)

Interest Expenses and Financial Expenses

of Bond Redemption 710 427

Net Profit (Loss) from Operation (108) 1,152

Plus (Less) Participating Profit (Loss) from

Investment in Subsidiary and

Associated Companies (706) 655

Net Profit (Loss) (814) 1,807

Total Assets by Business Unit

As of June 30, 612 882 1,344 1,648 1,956 2,530

Total Shared Assets 11,847 12,142

Total Assets As of June 30, 13,803 14,672

29. Contingent Liabilities and Obligations

As of June 30, 2000 and 1999, the Company had contingent liabilities with banks as follows:

Letters of Guarantee 1,365 941 1,254 823

Letters of Credit 220 106 130 106

Guarantee for Subsidiary Companies 1 1 1 1

30. Development Plan for Year 2000

The Company started to assess and solve the problems of the year 2000 since August 19, 1998 as required by the rules of

The Stock Exchange of Thailand and The Securities and Exchange Commission. The Company established work-teams and a committee

to follow-up the result of solving the year 2000 computer problems, for example problems in the computer equipment system, operations

system, accounting system, process system and maintenance system, etc. In the second quarter of 1999, according to Company

management, the problem was completely solved and it was Y2K compliant. The expenditure of solving the year 2000 computer problems

is not of material importance.

8 9

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

31. Additional Information


Approval of an issue and offering of bonds under the following terms:

Category : Bonds (“Bonds”)

Issue Amount : Not exceeding Baht 3,000 million or an equivalent amount in any other

currency.

Trustee : There may be a Bondholder Representative

Life : Not exceeding 10 years.

Call Option : The Company may redeem the Bonds prior to their maturity.

Put Option : The Company may give investors a put option, which may be exercised

at the rates and within the time to be further specified by the terms and

conditions of the Bonds.

Offering : The Bonds may be offered in their entirety to investors in foreign markets

and/or to investors in the domestic market by any means, and may be

offered in one or several tranches or issues.

Secondary Market : May be listed on reputable domestic and/or foreign stock exchange.

Offering price, subscription and payment dates, interest rate and payment of interest, offering and redemption date, financial

advisor, and other details concerning the issue and offering of the Bonds, including the application for the issue and offering of the Bonds

from relevant authorities, shall be subject to the discretion of the board of directors, authorized directors and/or the President of the

Company.

Should the Bonds be redeemed (purchased or otherwise deemed to have been redeemed) resulting in the reduction of total

outstanding principal of the Bonds, the Company is authorized to issue new Bonds in conformity with the above conditions and authorized

amount.

For the third quarter of 1998/1999 the Company issued Baht 600.00 million of unsecured debentures and for the second quarter

of 1999/2000 the balance of unsecured debentures to the amount of Baht 1,250.00 million and Baht 750.00 million were issued as said

in Note 18.

32. Reclassification of Accounting Items

Certain accounting items in the financial statements as of June 30, 1999 werereclassified in order to be comparable with the

financial statements as of June 30, 2000.

33. Presentation of Financial Statements

Changes have been made to the comparative financial statements in order to comply with accounting standard No. 41 concerning

interim financial statements.

9 0

A n

n u

a l

R e

p o

r t

2

0 0

0

35.00%BLCP Power Ltd.

(Baht 400.0 million)Power/Bangkok

37.50%Tri Energy Co., Ltd.(Baht 100.0 million)

Power/Bangkok

30.00%Amata Power (Bien Hoa) Ltd.

(USD 5.5 million)Power/Vietnam

80.00%PT. Nusantara Thai Mining Services

(USD 0.25 million)Mining Related Services/Indonesia

51.00%MRD-ECC Co., Ltd.(Baht 50.0 million)

Ball Clay Production/Bangkok

Banpu Plc.Registered Baht 3,540.50 millionPaid up Baht 2,095.69 million

Energy/Bangkok

99.99%

99.99%

99.99%

99.99%

99.99%

99.99%

99.99%

99.99%

99.98%

99.99%

95.00%

66.66%

51.00%

30.26%

25.00%

13.43%

Banpu Terminal Co., Ltd.(Baht 180.0 million)

Logistics/Bangkok

Banpu Singapore Pte., Ltd.(SGD 2.0 million)

Coal Trading/Singapore

Mineral Resources Development Co., Ltd.(Baht 300.0 million)

Kaolin Production/Bangkok

Silamani Corp., Ltd.(Baht 300.0 million)Coal Trading/Bangkok

Banpu International Ltd.(Baht 250.0 million)

Mining Investment in Indonesia/Bangkok

Promsin Co., Ltd.(Baht 580.0 million)

Property Development/Bangkok

Banpu Power Ltd.(Baht 250.0 million)

Power/Bangkok

Banpu Australia Pty., Ltd.(AUD 20.0 million)

Mining Investment in Australia/New South Wales

Universal Exploration Co., Ltd.(Baht 520.0 million)

Drilling & Exploration/Bangkok

Edifice Engineering Co., Ltd.(Baht 5.0 million)

Coal Ash Management/Bangkok

PT. Jorong Barutama Greston(IDR 4,500 million)

Coal Mining/Indonesia

Yen Bai Banpu Calcium Carbonate Co., Ltd.(USD 3.172 million)

Calcium Carbonate Production/Vietnam

Overseas Development Co., Ltd.(Baht 15.0 million)

Investment in China/Bangkok

The Cogeneration Plc.(Baht 12,845.0 million)

Power & Utilities/Bangkok

Chiang Muan Mining Co., Ltd.(Baht 100.0 million)Coal Mining/Bangkok

Advance Medical Center Co., Ltd.(Baht 230.0 million)

Hospital/Bangkok

99.99%Banpu Minerals Co., Ltd.

(Baht 40.0 million)Coal & Minerals/Prae

88.57%Ban-Sa Mining Co., Ltd.

(Baht 60.0 million)Mining Investment/Chiang Rai

5.00%Royal & Sun Alliance Insurance (Thailand) Ltd.

(Baht 60.0 million)Insurance/Bangkok

5.00%

8.33%

99.99%Silamani Marble Co., Ltd.

(Baht 200.0 million)Coal Trading/Bangkok

15.00%Asian Bleaching Earth Co., Ltd.

(Baht 50.0 million)Clay Bleaching/Samut Sakhon

99.99%Banpu Coal Power Ltd.


99.99%Banpu Gas Power Ltd.


100.00%Banpu Power Vietnam I Pte., Ltd.

(Baht 2.751 million)Power/Singapore

99.99%Thai Cogeneration Co., Ltd.

(Baht 7,353.4 million)Utilities/Bangkok

99.99%MTP Cogeneration Co., Ltd.

(Baht 4,295.2 million)Utilities/Bangkok

( R e g i s t e r e d C a p t i c a l )

T y p e o f B u s i n e s s / R e g i s t e r e d O f f i c e

as of June 30, 2000

O F O V E R 1 0 %

S H A R E H O L D I N G S

9 1

B A

N P

U

P U

B L

I C

C O

M P

A N

Y L

I M

I T

E D

1 Banpu Plc. Energy Baht 3,540.5 209,569,040 - 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

million New Petchburi Rd., Ratchathewi, Bangkok

S u b s i d i a r y

C o m p a n y

2 Banpu Minerals Coal & Minerals Baht 40.0 40,000 99.99% 58/1 Soi Thungkwao 1, Yontrakijkosol Rd., Moo 1, 207-0688

Co., Ltd. million Tambon Thungkwao, Amphoe Muang Prae, Prae

3 Banpu Terminal Logistics Baht 180.0 1,800,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Co., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok

4 Banpu Singapore Coal Trading SGD 2.0 2,000,000 99.99% 36 Robinson Road, #18-01 City House, 65 420-7606

Pte., Ltd. million Singapore 068877

5 Mineral Resources Kaolin Production Baht 300.0 3,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Development million New Petchburi Rd., Ratchathewi, Bangkok

Co., Ltd.

6 Silamani Coal Trading Baht 300.0 30,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Corp., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok

7 Banpu Mining Investment Baht 250.0 25,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

International in Indonesia million New Petchburi Rd., Ratchathewi, Bangkok

Co., Ltd.

8 Promsin Co., Ltd. Property Baht 580.0 5,800,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Development million New Petchburi Rd., Ratchathewi, Bangkok

9 Banpu Power Ltd. Power Baht 250.0 25,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688


10 Banpu Australia Mining Investment AUD 20.0 20,000,000 99.99% 50 Bridge Street, Sydney, NSW 2000, Australia

Pty., Ltd. in Australia million

11 Universal Drilling & Baht 520.0 5,200,000 99.98% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Exploration Co., Ltd. Exploration million New Petchburi Rd., Ratchathewi, Bangkok

12 Edifice Engineering Coal Ash Baht 5.0 50,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Co., Ltd. Management million New Petchburi Rd., Ratchathewi, Bangkok

13 PT. Jorong Coal Mining IDR 4,500.0 300 95.00% 13th Floor, PLAZA CENTRIS, 6221 5268960

Barutama Greston in Indonesia million Building Jl, H.R. Rasuna Said, Kav. B5,

Kuningan Jakarta, 12920, Indonesia

14 Yen Bai Banpu CaCO3 Production USD 3.172 3,172,500 66.66% 3rd Floor, Lottery Company Building,

Calcium Carbonate in Vietnam million 4th Km., Dien Bien R, Yen Bai Province,

Co., Ltd. S.R. of Vietnam

15 Overseas Investment Baht 15.0 150,000 51.00% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Development Co., Ltd. in China million New Petchburi Rd., Ratchathewi, Bangkok

T Y P E O F B U S I N E S S , P E R C E N T A G E O F H O L D I N G S

N A M E , A D D R E S S O F H E A D O F F I C E ,

Name Type of Business Address of Head Office Tel.Registered Paid up % of

Capital Share Capital Holdings

9 2

A n

n u

a l

R e

p o

r t

2

0 0

0

A s s o c i a t e d

C o m p a n i e s

16 The Cogeneration Power & Utilities Baht 12,845.0 1,204,500,000 30.26% 1550 Grand Amarin Tower, 29th Fl., 207-0966-76

Plc. million New Petchburi Rd., Ratchathewi, Bangkok

17 Chiang Muan Coal Mining Baht 100.0 10,000,000 25.00% 1550 Grand Amarin Tower, 25th Fl., 207-0754

Mining Co., Ltd. million New Petchburi Rd., Ratchathewi, Bangkok

O t h e r

C o m p a n i e s

18 Ban-Sa Mining Mining Investment Baht 60.0 600,000 88.57% 779/2 Singhaklai Rd., Tambon Wieng,

Co., Ltd. million Amphoe Muang Chiang Rai, Chiang Rai

19 Silamani Marble Coal Trading Baht 200.0 2,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688


20 MRD-ECC Co., Ltd. Ball Clay Baht 50.0 5,000,000 51.00% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Production million New Petchburi Rd., Ratchathewi, Bangkok

21 PT. Nusantara Mining Related USD 0.25 250,000 80.00% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Thai Mining Services in Indonesia million New Petchburi Rd., Ratchathewi, Bangkok

Services

22 Banpu Gas Power Power Baht 50.0 5,000,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Ltd. million New Petchburi Rd., Ratchathewi, Bangkok

23 Banpu Coal Power Power Baht 10.0 100,000 99.99% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688

Ltd. million New Petchburi Rd., Ratchathewi, Bangkok

24 Banpu Power Power SGD 2.751 - 100.00% 1 Temasek Avenue #27-01,

Vietnam 1 Pte., Ltd. million Millenia Tower, Singapore 039192

25 Tri Energy Co., Ltd. Power Baht 100.0 1,000,000 37.50% 1550 Grand Amarin Tower, 16th Fl., 207-0307-16


26 BLCP Power Ltd. Power Baht 400.0 900,000 35.00% 1550 Grand Amarin Tower, 26th-28th Fl., 207-0688


27 Amata Power Power USD 5.5 - 30.00% Long Binh Ward, Bien Hoa City,

(Bien Hoa) Ltd. million Dong Nai Province, S.R. of Vietnam

28 Thai Cogeneration Utilities Baht 7,353.4 735,339,000 30.26% 1550 Grand Amarin Tower, 29th Fl., 207-0966-76


29 MTP Cogeneration Utilities Baht 4,295.2 429,522,100 30.26% 1550 Grand Amarin Tower, 29th Fl., 207-0966-76


O t h e r

C o m p a n i e s

( I n d i r e c t

I n v e s t m e n t )

30 Royal and Sun Insurance Baht 60.0 600,000 18.33% 1550 Grand Amarin Tower, 24th Fl., 207-0266-86

Alliance Insurance million New Petchburi Rd., Ratchathewi, Bangkok

(Thailand) Ltd.

31 Asian Bleaching Clay Bleaching Baht 50.0 500,000 15.00% Settakij 1 Rd., Amphoe Kratoomban, Samut Sakhon -

Earth Co., Ltd. million

32 Advance Medicial Hospital Baht 230.0 23,000,000 13.43% 362/114 Moo 6, Paholyothin Rd., Sapanmai, Bangkok 552-8801

Co., Ltd. million

Name Type of Business Address of Head Office Tel.Registered Paid up % of

Capital Share Capital Holdings

Financial Highlights ----------------------------------------------------------------------------------------- 1

Message from the Board of Directors ----------------------------------------------------------------- 2-3

Chief Executive Officer’s Review ----------------------------------------------------------------------- 4-5

Chief Financial Officer’s Review ------------------------------------------------------------------------ 6-7

Banpu’s Joint Investment in Power Projects --------------------------------------------------------- 8-9

Operational Results ------------------------------------------------------------------------------------10-11

The Industry and Competition -----------------------------------------------------------------------12-16

Milestones during the Previous Year ----------------------------------------------------------------17-19

Management Discussion and Analysis on Financial Statements -------------------------------20-26

Risk Factors --------------------------------------------------------------------------------------------27-28

Certain Investment Considerations ------------------------------------------------------------------29-30

The Outstanding of Bill of Exchange or Debentures --------------------------------------------- 31-32

Connected Person and Related Transactions ------------------------------------------------------ 33-35

Nature of Business -------------------------------------------------------------------------------------36-37

The Shareholders and Management ----------------------------------------------------------------38-39

Board of Directors and Executives -----------------------------------------------------------------40-45

Shareholdings of Management -------------------------------------------------------------------------- 46

Remuneration for Management ---------------------------------------------------------------------47-48

Other References ------------------------------------------------------------------------------------------- 49

Audit Committee Clarification --------------------------------------------------------------------------- 50

Auditor’s Report ------------------------------------------------------------------------------------------- 51

Financial Statements ----------------------------------------------------------------------------------52-89

Appendix : Shareholdings of Over 10% ---------------------------------------------------------------- 90

Appendix : Name, Address of Head Office,

Type of Business, Percentage of Holdings ----------------------------------------------------------91-92

Checklist to the SEC’s 56-2 Form ---------------------------------------------------- Inner-Back Cover

CONTENTS

P a g e


1.1 Company profiles 91, Back Cover

1.2 Entities which company holds over 10% of share 90-92

1.3 Other references 49

2. Message from the Board of Directors 2-3

3. Audit Committee Clarification 50

4. Summary of Financial Information

4.1 Information from financial statements 1

4.2 Financial ratios 1

5. Nature of Business

5.1 Revenue structure 36-37

5.2 Milestones in the past year 17-19

6. The Industry and Competition 12-16

7. The Shareholders and Management

7.1 The Shareholders 38-39

7.2 The Management 40-45

7.3 Remuneration for Management 47-48

8. Connected Person and Related Transactions 33-35

8.1 Inter-group transactions with mutual benefit

8.2 Inter-group transactions between Banpu Public Company Limited, Subsidiaries and Related companies

for which the related parties, hold more than 5% of the voting shares

8.3 Occurrence of inter-group transactions

8.4 Opinion of outside directors and independent experts

8.5 Opinion of outside directors about the commitments of conditions in the company prospectus

9. Risk Factors 27-28

10. Certain Investment Considerations

10.1 Legal disputation 29

10.2 Obligations for future share issuance 30

11. Information on Debentures or Bill of Exchange

(Particularly in case of the companies proposal to sell debentures and bill of exchange which were not issued) 31-32

12. Management Discussion and Analysis 20-26

12.1 Appropriateness of capital structure, sufficiency of liquidity, assets quality, potential of making profit and efficiency of operations.

12.2 Reasons for change in financial items and key ratios

12.3 Special items or items not occurring from ordinary operation, but having substantial affect on financial status and operations

12.4 The main reason which caused the difference between the operations of current year and the previous year of estimations

12.5 The main changes which occurred after the latest financial statements date and possible affect to the financial status and operations

12.6 Affect from shareholding adjustments of affiliated companies

12.7 Guarantee for other parties, possible liabilities, project investment commitments and other similar commitments

13. Financial Statements 52-89

T H E S E C ’ S 5 6 - 2 F O R M

C H E C K L I S T T O

BANPU PUBLIC COMPANY LIMITED

26th-28th Fl., Grand Amarin Tower, 1550 New Petchburi Rd., Ratchathewi, Bangkok 10320, ThailandTel. (662) 207-0688, 207-0730-1 Fax (662) 207-0695-8 www.banpu.co.th 2 0 0 0 J u l y 1 , 1 9 9 9 - J u n e 3 0, 2 0 0 0

B A N P U P U B L I C C O M P A N Y L I M I T E DA n n u a l R e p o r t

Banpu 00

Documents

Transcript of Banpu 00