1. GENERAL INFORMATION 1.1 Corporate information

21
(UNAUDITED BUT REVIEWED) RAYONG PURIFIER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED 30 SEPTEMBER 2006 AND 2005 1. GENERAL INFORMATION 1.1 Corporate information Rayong Purifier Public Company Limited (hereinafter referred to as “the Company”) was incorporated as a public company under Thai laws. The Company operates in Thailand and is principally engaged in the manufacture and trading of fuel oil and petrochemical products. The Company’s registered office, which is the head office, is located at 19 SCB Park Plaza East, Ratchadapisek Road, Khwang Chatuchak, Khet Chatuchak, Bangkok. The Company’s branch, which is the plant, is located at 7/3 Pakorn Songkrohrad Road, Map-ta- phut, Muang, Rayong. In addition, the Company has 4 oil depots dispersed across the various regions of Thailand. The Company’s major shareholder is Petro-Instruments Company Limited, a limited company under Thai laws, which as at 30 September 2006 held 30.27 percent of the issued and paid-up capital of the Company. 1.2 Basis for the preparation of interim financial statements These interim financial statements are prepared in accordance with Accounting Standards Pronouncement No. 41 “Interim financial statements”, with the Company choosing to present condensed interim financial statements. However, the Company has presented the balance sheets, and the statements of earnings, changes in shareholders’ equity and cash flows in the same format as that used for the annual financial statements. The interim financial statements are intended to provide information additional to that included in the latest annual financial statements. Accordingly, they focus on new activities, events and circumstances so as not to duplicate information previously reported. These interim financial statements should therefore be read in conjunction with the latest annual financial statements. - 1 -

Transcript of 1. GENERAL INFORMATION 1.1 Corporate information

(UNAUDITED BUT REVIEWED)

RAYONG PURIFIER PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED 30 SEPTEMBER 2006 AND 2005

1. GENERAL INFORMATION

1.1 Corporate information

Rayong Purifier Public Company Limited (hereinafter referred to as “the Company”) was incorporated as a public company under Thai laws. The Company operates in Thailand and is principally engaged in the manufacture and trading of fuel oil and petrochemical products. The Company’s registered office, which is the head office, is located at 19 SCB Park Plaza East, Ratchadapisek Road, Khwang Chatuchak, Khet Chatuchak, Bangkok. The Company’s branch, which is the plant, is located at 7/3 Pakorn Songkrohrad Road, Map-ta-phut, Muang, Rayong. In addition, the Company has 4 oil depots dispersed across the various regions of Thailand.

The Company’s major shareholder is Petro-Instruments Company Limited, a limited company under Thai laws, which as at 30 September 2006 held 30.27 percent of the issued and paid-up capital of the Company.

1.2 Basis for the preparation of interim financial statements

These interim financial statements are prepared in accordance with Accounting Standards Pronouncement No. 41 “Interim financial statements”, with the Company choosing to present condensed interim financial statements. However, the Company has presented the balance sheets, and the statements of earnings, changes in shareholders’ equity and cash flows in the same format as that used for the annual financial statements.

The interim financial statements are intended to provide information additional to that included in the latest annual financial statements. Accordingly, they focus on new activities, events and circumstances so as not to duplicate information previously reported. These interim financial statements should therefore be read in conjunction with the latest annual financial statements.

- 1 -

(UNAUDITED BUT REVIEWED)

1.3 Basis of consolidation

The consolidated financial statements included the financial statements of Rayong Purifier Public Company Limited and its subsidiaries, and have been prepared on the same basis as applied for the consolidated financial statements for the year ended 31 December 2005, and included a subsidiary’s financial statements as detail below.

On 11 May 2006, a meeting No. 2/2006 of the Board of Directors of the Company approved a joint investment between the Company and Sammakorn Public Company Limited (SAMCO) to establish Pure Sammakorn Development Co., Ltd. (PSDC) to develop land in Bangkok and its environs into a community mall and fuel oil station “Pure”. The Company and SAMCO entered into the Business Joint Venture Agreement on 15 June 2006, to establish the new company with a registered capital of Baht 50 million, with the Company holding 51 percent and SAMCO 49 percent. PSDC will operate at the beginning of 2007.

1.4 Significant accounting policies

The interim financial statements are prepared using the same accounting policies and methods of computation as were used for the financial statements for the year ended 31 December 2005, except for the accounting policy for computation of basic earnings per share which is calculated by dividing the net earnings (loss) for the period by the weighted average number of ordinary shares issued during the period, after adjusting the number of ordinary shares in proportion to the change in the number of shares as a result of stock dividend as discussed in Note 11. The Company recalculated earnings (loss) per share for the three-month and nine-month periods ended 30 September 2005 and the number of ordinary shares used in the computation of earnings per share has been adjusted, as if the stock dividend had been distributed since the beginning of the reported period.

- 2 -

(UNAUDITED BUT REVIEWED)

2. TRADE ACCOUNTS AND NOTES RECEIVABLE

Trade accounts and notes receivable as at 30 September 2006 and 31 December 2005 are classified by aging as follows:

(Unit: Thousand Baht) Consolidated The Company Only 30 September 31 December 30 September 31 December 2006 2005 2006 2005 Trade accounts and notes receivable - others Not over 3 months 725,259 206,961 638,180 135,703 Over 3 months to 6 months 7,811 2,007 - 203 Over 6 months to 12 months 3,653 2,200 143 - Over 12 months 14,397 14,151 820 643 Total 751,120 225,319 639,143 136,549 Less: Allowance for doubtful accounts (9,437) (10,235) (617) (617) Trade accounts and notes receivable - others, net 741,683 215,084 638,526 135,932 Trade accounts and notes receivable - related parties Not over 3 months 154 - 254,728 241,389 Trade accounts and notes receivable - related parties 154 - 254,728 241,389

3. PLEDGED DEPOSITS AT FINANCIAL INSTITUTIONS

As at 30 September 2006 and 31 December 2005, the Company has pledged these fixed deposits to secure credit facilities granted by several financial institutions.

4. RELATED PARTY TRANSACTIONS

The relationship between the Company and related parties can be summarised below.

Name RelationshipPure Thai Energy Co., Ltd. (formerly known as “Yothin Petroleum Co., Ltd.”)

Subsidiary

RPC Asia Co., Ltd. Subsidiary VTN-P Petrochemical Joint Venture Co., Ltd. (“VTN-P”) Subsidiary SCT Petroleum Co., Ltd. Subsidiary Isan Rungreang Petroleum Co., Ltd. Subsidiary Mitsumphan Petroleum Co., Ltd. Subsidiary Metro Petroleum Co., Ltd. Subsidiary

- 3 -

(UNAUDITED BUT REVIEWED) Name Relationship

Jatuchak Oil Co., Ltd. Subsidiary Benja Petroleum Co., Ltd. Subsidiary Burapha Rungroch Petroleum Co., Ltd. Subsidiary Jaturatis Transport Co., Ltd. Subsidiary Pure Sammakorn Development Co., Ltd. (“PSDC”) Subsidiary SCT Sahaphan Co., Ltd. Common directors Jazzy Creation Co., Ltd. Common directors Petro-Instruments Co., Ltd. 30.27 percent of shares held in the

Company Machine Automation Joint Stock Company 14 percent of shares held in VTN-P Blue Planet Travel Co., Ltd. Common directors Sammakorn Plc. 49 percent of shares held in PSDC and

common directors Bac Brother Co., Ltd. Common directors

During the periods, the Company had significant business transactions with related parties. Such transactions are summarised below.

(Unit: Thousand Baht) Consolidated The Company Only For the three-month For the three-month periods ended 30 September periods ended 30 September Pricing policy 2006 2005 2006 2005 Transactions with subsidiaries (Eliminated from consolidated financial statements)

Sales - - 1,840,438 1,477,958 Note 1 Management fee income - - 11,996 27,569 Note 2 Interest income - - 970 - 5% p.a. and LIBOR 1 month

+ 2% p.a. Other income - other services - - 832 9,115 Contract price Purchase of inventories - - 98,017 - Approximate market price Purchase of fixed assets - - 67 - Net book value Purchase of investment - - 18,615 - Baht 100 per share Transportation expense - - 55,541 35,528 Contract price Other expenses - - 459 2,712 Actual cost Transactions with related parties Management fee income 882 1,855 882 1,855 Note 2 Sales of fixed assets - 136 - - Market price Purchases of fixed assets 140 11,992 - 393 Contract price Advertising and promotion expenses 222 28 222 9 Contract price Other expenses 387 523 253 468 Actual cost

- 4 -

(UNAUDITED BUT REVIEWED) (Unit: Thousand Baht)

Consolidated The Company Only For the nine-month For the nine-month periods ended 30 September periods ended 30 September Pricing policy 2006 2005 2006 2005 Transactions with subsidiaries

(Eliminated from consolidated financial statements)

Sales - - 5,386,940 3,971,299 Note 1 Management fee income - - 25,049 27,569 Note 2 Interest income - - 995 - 5% p.a. and LIBOR 1

month + 2% p.a. Other income - other services - - 2,202 17,947 Contract price Purchase of inventories - - 128,654 - Approximate market price Purchases of fixed assets - - 67 3,338 Net book value Purchase of investment - - 25,372 - Baht 100 per share Transportation expense - - 141,493 99,142 Contract price Other expenses - - 1,415 3,440 Actual cost Transactions with related parties Management fee income 2,818 1,855 2,818 1,855 Note 2 Dividend income - 1,500 - 1,500 As declared Sales of fixed assets - 136 - - Market price Purchase of inventories - 53 - - Market price Purchase of fixed assets 5,548 23,023 1,087 822 Contract price Purchase of investment - 6,898 - 6,898 Baht 5 per share Advertising and promotion expenses 782 286 782 267 Contract price Other expenses 1,147 1,075 865 964 Actual cost Interest expense - 42 - 42 2.61% - 2.72% p.a.

Note 1 - The selling price is set out based on the market price with discount for oil wholesale business, provided according to the volumes of order.

The selling price is set out based on the market price with the fixed rate marketing margin discount for oil retail business. The selling price is set out based on the market price for overseas sales and oil transportation businesses.

Note 2 - Calculation based on quantities of products sold for oil wholesale and retail businesses. Calculation at fixed rates for overseas sales business. Calculation based on quantities of delivered products for oil transportation business.

In addition, the Company purchased machines and refinery processing equipment from local and overseas suppliers on behalf of VTN-P reimbursing all expenses incurred from that subsidiary at actual cost. The value of the associated transactions for the nine-month period ended 30 September 2006 amounted to Baht 5.5 million.

- 5 -

(UNAUDITED BUT REVIEWED)

The outstanding balances of related party transactions have been separately shown in the balance sheets as follows:

(Unit: Thousand Baht) Consolidated The Company Only 30 September 31 December 30 September 31 December 2006 2005 2006 2005 Trade accounts and notes receivable - related parties Pure Thai Energy Co., Ltd. - - 141,568 96,105 SCT Petroleum Co., Ltd. - - 18,703 23,116 Isan Rungreang Petroleum Co., Ltd. - - 15,874 11,396 Mitsumphan Petroleum Co., Ltd. - - 25,610 53,338 Metro Petroleum Co., Ltd. - - 835 18,124 Jatuchak Oil Co., Ltd. - - 15,619 5,923 Benja Petroleum Co., Ltd. - - 24,553 3,890 Burapha Rungroch Petroleum Co., Ltd. - - 10,431 28,130 Jaturatis Transport Co., Ltd. - - 1,535 1,367 Sammakorn Plc. 154 - - - Total 154 - 254,728 241,389 Amounts due from related parties Pure Thai Energy Co., Ltd. - - 3,247 543 RPC Asia Co., Ltd. - - - 128 SCT Petroleum Co., Ltd. - - 2,133 227 Isan Rungreang Petroleum Co., Ltd. - - 1,914 1,070 Mitsumphan Petroleum Co., Ltd. - - 2,160 695 Metro Petroleum Co., Ltd. - - 887 109 Jatuchak Oil Co., Ltd. - - 947 130 Benja Petroleum Co., Ltd. - - 114 57 Burapha Rungroch Petroleum Co., Ltd. - - 870 356 Jaturatis Transport Co., Ltd. - - 9,901 1,249 Pure Sammakorn Development Co., Ltd. - - 238 - SCT Sahaphan Co., Ltd. 1,797 618 1,797 618 VTN-P Petrochemical Joint Venture Co., Ltd. - - 29,572 21,862 Sammakorn Plc. 17,885 - - - Total 19,682 618 53,780 27,044 Short-term loans to related parties Jaturatis Transport Co., Ltd. - - - 2,000 VTN-P Petrochemical Joint Venture Co., Ltd. - - 29,961 -

- 6 -

Total - - 29,961 2,000

- 7 -

(UNAUDITED BUT REVIEWED)

(Unit: Thousand Baht) Consolidated The Company Only 30 September 31 December 30 September 31 December 2006 2005 2006 2005 Advances for purchase of assets - related party Machine Automation Joint Stock Company - 8,390 - - Total - 8,390 - - Trade account payable - related party SCT Petroleum Co., Ltd. - - 5,688 - Total - - 5,688 - Amounts due to related parties Pure Thai Energy Co., Ltd. - - 105 169 SCT Petroleum Co., Ltd. - - 4,214 3,852 Jaturatis Transport Co., Ltd. - - 29,295 19,684 Jazzy Creation Co., Ltd. 242 197 242 197 SCT Sahaphan Co., Ltd. 831 791 105 3 Petro-Instruments Co., Ltd. 34 - 34 - Blue Planet Travel Co., Ltd. 37 - 37 - Sammakorn Plc. 41 - - - Machine Automation Joint Stock Company 399 - - - Pure Sammakorn Development Co., Ltd. - - 18,615 - Total 1,584 988 52,647 23,905

During the period, movements of short-term loans to related parties are as follows:

(Unit: Thousand Baht) Balance as at During the period Balance as at 1 January 30 September 2006 Increase Decrease 2006 Interest rate The Company Only Short-term loans to related parties Jaturatis Transport Co., Ltd. 2,000 - (2,000) - 5.0% p.a. VTN-P Petrochemical Joint LIBOR 1 month Venture Co., Ltd. - 29,961 - 29,961 + 2% p.a. and repayment in December 2006 Total 2,000 29,961 (2,000) 29,961

- 8 -

- 9 -

(UNAUDITED BUT REVIEWED)

5. INVENTORIES

Inventories as at 30 September 2006 included oil of Baht 588.1 million (31 December 2005: Baht 593.1 million) reserved in accordance with the Ministry of Commerce regulations. Baht 102.0 million (31 December 2005: Baht 89.9 million) of this amount represents stocks covered by agreements for the sale and purchase of oil to maintain stipulated legal reserves, which the Company is committed to sell back to the sellers upon the expiry of the agreements.

The Company entered into an agreement with a financial institution to pledge all the Company’s raw materials and finished goods as collaterals for the credit facilities obtained from that financial institution.

6. SHORT-TERM LOAN - OTHER

On 14 January 2006 the Company entered into a Petroleum Product Business Joint Venture Agreement with T.C.S. Oil Company Limited (T.C.S.) for the purpose of the joint oil business in Cambodia. The agreement is effective for a period of 15 years, expiring in 2020. The Company is obliged to provide fuel and a Baht 35 million loan to T.C.S. The loan is subject to fixed interest rate, payable on a monthly basis. The repayment of loan principal is stipulated in the agreement. The Company will receive share of profit from the operating results of T.C.S., as specified in the agreement, upon receipt of full loan repayment.

As at 30 September 2006 the Company provided Baht 6.9 million to T.C.S.

- 9 -

(UNAUDITED BUT REVIEWED) 7. INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD Investments accounted for under equity method comprise investments in ordinary shares of the following companies:

(Unit: Thousand Baht) Place of Investment Investment

Company’s name Nature of business incorporation Paid-up/call-up capital proportion Cost method Equity method 30 September 31 December 30 September 31 December 30 September 31 December 30 September 31 December 2006 2005 2006 2005 2006 2005 2006 2005

Percent Percent The Company Only Subsidiaries held by the Company Pure Thai Energy Co., Ltd. Trading of fuel oil Thailand Baht 50 million Baht 50 million 100 100 49,999 49,999 23,589 29,442 RPC Asia Co., Ltd. Manufacture & trading Thailand Baht 10 million Baht 10 million 100 100 10,000 10,000 10,540 9,860 of petroleum and petrochemical products SCT Petroleum Co., Ltd. and Trading of fuel oil Thailand Baht 10 million Baht 10 million 100 100 10,000 10,000 40,073 23,423 its subsidiaries VTN-P Petrochemical Manufacture & trading Vietnam USD 3.5 USD 3.5 60 60 86,589 86,589 39,721 68,689 Joint Venture Co., Ltd. of petrochemical products million million Pure Sammakorn Development Real estate rental and Thailand Baht 49.75 - 51 - 25,372 - 23,532 - Co., Ltd. service million Total investments accounted for under equity method 181,960 156,588 137,455 131,414

A resolution of the Extraordinary Meeting of the shareholders of PSDC held on 13 September 2006 approved the call up of an additional Baht 36.5 million of its registered share capital, increasing its paid-up capital from Baht 13.25 million to Baht 49.75 million. The Company has recorded payable to this investment of Baht 18.6 million (51 percent of addition in call up share capital) under the caption of “Amounts due to related parties” in the Company’s financial statements and receivable from this investment of Baht 17.9 million under the caption of “Amounts due from related parties” in the consolidated financial statements as at 30 September 2006.

During the second quarter of 2006, the Company invested Baht 0.51 million in PSDC’s initial registered capital of Baht 1 million, and then invested a further Baht 6.25 million to acquire 25 percent of additional registered capital of Baht 49 million of that company, making a total investment of Baht 6.76 million.

(UNAUDITED BUT REVIEWED)

8. OTHER LONG-TERM INVESTMENT

In 2004, the Company entered into an agreement to sell investment in ordinary shares of Siam Gulf Petrochemical Co., Ltd. to a group of unrelated individuals, at a price of Baht 90 million, for which the Company received the payment of share subscription in 2004 and 2005 and transferred all shares to buyers. The sales agreement stipulated certain conditions, such as, the Company’s right to repurchase the shares back from the buyers within a certain period at the price stipulated in the agreement, the Company’s right to purchase raw materials from that company in the quantity and at the price specified in the agreement, and that the Company is to provide technical support in relation to the project of the company.

9. PROPERTY, PLANT AND EQUIPMENT

Movements of the property, plant and equipment account during the nine-month period ended 30 September 2006 are summarised below.

(Unit: Thousand Baht) Consolidated The Company only

Net book value as at 1 January 2006 938,937 603,000 Acquisitions during period 102,411 39,825 Disposals during period (5,841) (5,314) Depreciation for period (90,044) (59,712) Translation adjustments (27,044) - Net book value as at 30 September 2006 918,419 577,799

As at 30 September 2006, certain motor vehicles, with a net book value of Baht 12.4 million (31 December 2005: Baht 19.2 million) in the consolidated financial statements, and Baht 0.3 million (31 December 2005: Baht 0.6 million) in the Company’s financial statements, have been placed as collateral under financial leases with repayment periods of 36-48 months.

- 10 -

(UNAUDITED BUT REVIEWED)

10. LONG-TERM LOANS

(Unit: Thousand Baht) Consolidated The Company Only

30 September 31 December 30 September 31 December 2006 2005 2006 2005

Long-term loans 191,594 269,892 62,730 125,457 Less: Current portion (76,905) (154,344) (62,730) (125,457)

Non-current portion 114,689 115,548 - -

Movements in the long-term loans account during the nine-month period ended 30 September 2006 are summarised below.

(Unit: Thousand Baht) Consolidated The Company Only Balance as at 1 January 2006 269,892 125,457 Less: Repayment (62,727) (62,727) Less: Unrealised gain on exchange (15,571) - Balance as at 30 September 2006 191,594 62,730

On 20 April 2006, the subsidiary (VTN-P Petrochemical Joint Venture Co., Ltd.) was granted approval by the Export and Import Bank of Thailand to reschedule the Repayment Date of principal. The term of loan repayment starts from October 2006 to October 2010.

- 11 -

(UNAUDITED BUT REVIEWED)

11. SHARE CAPITAL AND DIVIDEND PAYMENT

On 31 March 2006, the 2006 Annual General Meeting of the Company’s shareholders passed a resolution approving the allocation of statutory reserve of Baht 849,000 (already recorded in 2005) and the payment of dividend of Baht 0.70 per share or a total of Baht 291,872,940 from the 2005 earnings. However, as an interim dividend of Baht 0.35 per share or a total of Baht 145,442,500 was paid in year 2005, the remaining dividend of Baht 0.35 per share or a total of Baht 146,430,440 was paid on 28 April 2006. The details of dividend payment are provided below.

a) Cash dividend is paid at the rate of Baht 0.10 per share, or a total of Baht 41,837,269.

b) Payment of stock dividends of 104,593,171 ordinary shares of the Company (with a par value of Baht 1 each) is made to the shareholders of the Company at the ratio of 4 exiting shares to 1 new share, totaling Baht 104,593,171, or equivalent to Baht 0.25 per share. If a shareholder has fraction of remaining shares of less than 4 shares, the shareholder will receive dividend in the form of cash dividend of Baht 0.25 per share.

In addition, the meeting approved an increase in the registered share capital of the Company from Baht 424,040,000 to Baht 530,048,171 through the issue of 106,008,171 ordinary shares with a par value of Baht 1 each, 104,593,171 shares of which are for the distribution of stock dividends, and 1,415,000 shares of which are to support changes in the exercise ratio of the ESOP No. 1 warrants which were affected by the distribution of stock dividends. The Company registered the increase in its share capital with the Ministry of Commerce on 7 April 2006.

During the second quarter of 2006, the Company paid cash dividend of Baht 41,837,370 and stock dividends of Baht 104,593,070.

On 1 September 2006, the Company paid interim dividend in cash at Baht 0.25 per share or a total of Baht 130,741,439 in accordance with the resolution of the Board of Directors Meeting No. 3/2006 dated 9 August 2006.

- 12 -

(UNAUDITED BUT REVIEWED) 12. COST OF SALES AND SERVICES

Cost of sales of the period was higher than normal because, in the third quarter of 2006, the supplier suddenly delivered raw materials of which the quality was different from that specified in the agreement. Therefore, the Company had additional cost for product improvement and compensation amounting to Baht 136.45 million. Based on the negotiation with the supplier, the Company will receive the compensation of Baht 52.7 million. That amount therefore be recorded by decreasing cost of sales in this period. The partial balance of Baht 26 million will be settled by a credit note in November 2006 and the less of Baht 26.7 million will be compensated when both parties conclude the extension of raw material sales and purchases agreement.

13. WARRANTS On 1 August 2005, the Company issued 8,490,000 registered and non-transferable warrants (RPC-

W1) to directors, advisors, management and employees of the Company and its subsidiaries. The warrants are divided into three issues, with issue No. 1 comprising 2,830,108 warrants, issue No. 2 comprising 2,829,987 warrants and issue No. 3 comprising 2,829,905 warrants, with an offer price of Baht 0 each. The life of the warrants is not more than 36 months, expiring on 30 November 2007, the warrants have an exercise ratio of 1 warrant to 1 new ordinary share and the exercise price is Baht 1 per share (unless there is any adjustment of the exercise price or exercise ratio). The periods to exercise each issue are as follows:

- Issue No. 1 : 30 November 2005 - Issue No. 2 : 30 November 2006 - Issue No. 3 : 30 November 2007 The above warrants are not listed in the Stock Exchange of Thailand. As at 30 September 2006

and 31 December 2005, the Company has outstanding warrants of 5,659,892 units. Consequently, a resolution of the 2006 Annual General Meeting of the Company’s shareholders,

held on 31 March 2006, approved an adjustment in the exercise ratio under ESOP No. 1. Summary of the adjustment is shown below.

Existing exercise ratio 1 warrant can be used to buy 1 ordinary share New exercise ratio 1 warrant can be used to buy 1.25 ordinary shares Effective date 31 March 2006 Existing number of shares reserved for exercise right 8,490,000 shares Additional shares 1,415,000 shares Total shares reserved as at approved date 9,905,000 shares

- 13 -

(UNAUDITED BUT REVIEWED)

14. RECONCILIATION OF DILUTED EARNINGS PER SHARE Consolidated / The Company Only For the three-month periods ended 30 September

Weighted average number Earnings (loss) Net earnings (loss) of ordinary shares per share

2006 2005 2006 2005 2006 2005 Thousand

Baht Thousand

Baht Thousand

shares Thousand

shares

Baht

Baht Basic earnings (loss) per share Net earnings (loss) (41,884) 125,955 522,966 520,143 (0.08) 0.24 Effect of dilutive potential ordinary shares (RPC-W1) - - -* 4,928 Diluted earnings (loss) per share Net earnings (loss) of ordinary shareholders assuming the conversion of dilutive potential ordinary shares (41,884) 125,955 522,966 525,071 (0.08) 0.24

* Since the effect of dilutive potential ordinary shares would decrease diluted loss per share for the three-month periods ended 30 September 2006, therefore the Company has not assumed conversion of the warrants in the calculation of diluted earnings (loss) per share.

Consolidated / The Company Only For the nine-month periods ended 30 September

Weighted average number Net earnings of ordinary shares Earnings per share

2006 2005 2006 2005 2006 2005 Thousand

Baht Thousand

Baht Thousand

shares Thousand

shares

Baht

Baht Basic earnings per share Net earnings 193,065 398,424 522,966 520,143 0.37 0.77 Effect of dilutive potential ordinary shares (RPC-W1) - - 5,935 1,661 Diluted earnings per share Net earnings of ordinary shareholders assuming the conversion of dilutive potential ordinary shares 193,065 398,424 528,901 521,804 0.37 0.76

- 14 -

- 15 -

(UNAUDITED BUT REVIEWED)

Weighted average number of ordinary shares is calculated as follows: (Thousand shares)

30 September 2006 2005

Issued and paid-up ordinary shares as at the beginning period 418,373 415,550 Number of stock dividends 104,593 104,593 Issued and paid-up ordinary shares as at ended period 522,966 520,143

15. FINANCIAL INFORMATION BY SEGMENT

The operations of the Company and its subsidiaries can be divided into two business segments, comprising the manufacturing and trading of petroleum and petrochemical products and the provision of oil transportation service, which are carried on in two geographic areas of Thailand and Vietnam. The financial information of the Company and its subsidiaries by geographical and business segments for the three-month and nine-month periods ended 30 September 2006 and 2005, is as follows:

(UNAUDITED BUT REVIEWED)

(Unit: Million Baht)

Consolidated

For the three-month periods ended 30 September

Vietnam Thailand

Manufacture & trading Manufacture & trading of petroleum and of petroleum and petrochemical products petrochemical products Oil transportation Total Elimination Total

2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005Sales and services from external customers Domestic - - 4,073 3,402 7 10 4,080 3,412 - - 4,080 3,412 Overseas - 2 1,599 700 - - 1,599 702 - - 1,599 702

Total sales and services from external customers - 2 5,672 4,102 7 10 5,679 4,114 - - 5,679 4,114

Inter-segment sales and services Domestic - - 1,976 1,480 57 37 2,033 1,517 (2,033) (1,517) - -

Total inter-segment sales and services - - 1,976 1,480 57 37 2,033 1,517 (2,033) (1,517) - -

Total revenues - 2 7,648 5,582 64 47 7,712 5,631 (2,033) (1,517) 5,679 4,114

Segment operating profit (loss) (10) (7) (42) 186 5 (5) (47) 174 2 (2) (45) 172

Unallocated income (expenses): ncome

Other i 2 2 Interest expense (14) (5) Corporate income tax 9 (44) Net loss attributable to minority interest 6 2

Net earnings (loss) for the period (42) 126

- 16 -

Consolidated For the nine-month periods ended 30 September Vietnam Thailand Manufacture & trading Manufacture & trading of petroleum and of petroleum and petrochemical products petrochemical products Oil transportation Total Elimination Total 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005Sales and services from external customers Domestic - - 12,170 8,844 35 43 12,205 8,887 - - 12,205 8,887 Overseas 31 2 3,163 1,387 - - 3,194 1,389 - - 3,194 1,389 Total sales and services from external customers 31 2 15,333 10,231 35 43 15,399 10,276 - - 15,399 10,276 Inter-segment sales and services Domestic - - 5,523 3,986 148 105 5,671 4,091 (5,671) (4,091) - - Total inter-segment sales and services - - 5,523 3,986 148 105 5,671 4,091 (5,671) (4,091) - - Total revenues 31 2 20,856 14,217 183 148 21,070 14,367 (5,671) (4,091) 15,399 10,276 Segment operating profit (loss) (29) (7) 288 540 14 10 273 543 2 (2) 275 541 Unallocated income (expenses): Other income 7 5

16

Interest expense (30) (14) Corporate income tax (75) (135) Net loss attributable to minority interest 3 Net earnings for the period 193 398

(UNAUDITED BUT REVIEWED)

(Unit: Million Baht)

- 17 -

(UNAUDITED BUT REVIEWED)

16. LETTERS OF GUARANTEE

a) As at 30 September 2006, there were outstanding bank guarantees of Baht 137.8 million (31 December 2005: Baht 123.8 million) issued by banks on behalf of the Company and the subsidiaries in respect of certain performance bonds required in the normal course of businesses of the Company and the subsidiaries.

b) As at 30 September 2006, the Company issued letters of guarantee amounting to USD 7.0 million (31 December 2005: USD 7.0 million) to the Export and Import Bank of Thailand to secure the credit facilities of its overseas subsidiary. The guarantees are effective for as long as the underlying obligations have not been discharged by that subsidiary. No guarantee fee has been charged by the Company. In addition, all shareholders of that subsidiary entered into a Shareholder Guarantee Agreement to secure its credit facilities in proportion to their shareholdings.

c) As at 30 September 2006, the Company issued letters of guarantee amounting to USD 3.5 million to the Export and Import Bank of Thailand and Baht 120 million to BankThai Public Company Limited to secure the credit facilities of RPC Asia Co., Ltd. (“subsidiary”). The guarantees are effective for as long as the underlying obligations have not been discharged by the subsidiary. No guarantee fee has been charged by the Company.

d) As at 30 September 2006, SCT Petroleum Co., Ltd. (“SCT”) issued letters of guarantee to a leasing company to secure the liabilities of Jaturatis Transport Co., Ltd. (“subsidiary”) under financial leases. The guarantees are effective for as long as the underlying obligations have not been discharged by that subsidiary. The balance of the related liabilities under financial leases as at 30 September 2006 amounted to Baht 4.2 million (31 December 2005: Baht 8.9 million).

17. COMMITMENTS

As at 30 September 2006, the Company and the subsidiaries have the following commitments:

a) Capital commitments of Baht 25 million, USD 5 million and VND 176 million (31 December 2005: Baht 3 million, USD 1 million and VND 365 million) in respect of construction of fuel oil station and community mall, their plants, and oil depots and the purchase of machinery.

- 18 -

(UNAUDITED BUT REVIEWED)

b) Commitments totalling Baht 121 million (31 December 2005: Baht 68 million) under long-term rental and service agreements relating to the lease of land, office space, equipment, motor vehicles and part of an oil depot from the years 2006 to 2031.

c) Commitments totalling Baht 48 million (31 December 2005: Baht 48 million) under long-term rental and service agreements relating to the lease of oil stations from the years 2006 to 2020.

d) Commitments in respect of services from financial advisor agreements amounted to Baht 1.5 million.

e) Under a shareholders’ support agreement, the Company and shareholders of a subsidiary (VTN-P Petrochemical Joint Venture Co., Ltd.) have commitments to provide adequate financial support to that subsidiary, including the provision of working capital, in proportion to their shareholdings, if the cost of a project exceeds USD 7.0 million. This complies with a condition stipulated in the loan agreement between the subsidiary and the Export and Import Bank of Thailand.

f) In 1995, the Company entered into an agreement with PTT Public Company Limited to purchase raw materials in a quantity and at a price stipulated in the agreement, which is for a period of 15 years and may be extended. The agreement stipulated that the Company had to provide a bank guarantee of a certain amount as security against payment for goods purchased. The security will be returned to the Company upon expiry of the agreement. On 31 March 2006, the Company entered into a memorandum for a purchase of additional raw materials at the quantity stipulated in the agreement. This additional agreement will expire in December 2006.

g) Commitments of Baht 0.13 million in respect of the uncalled portions of investment in a subsidiary.

- 19 -

(UNAUDITED BUT REVIEWED)

18. FINANCIAL INSTRUMENT

The Company and subsidiaries had outstanding forward foreign currency contracts to sell totaling USD 14.5 million as at 30 September 2006. Applicable forward rates are Baht 37.28 - 37.54 per USD 1 and the contracts are due starting from October to December 2006.

19. SUBSEQUENT EVENT

On 11 October 2006, the Federation of Accounting Professions (“FAP”) issued the Notification No. 26/2006 regarding Accounting Standard No. 44 “Consolidated Financial Statements and Accounting for Investments in Subsidiaries” (Amendment No. 1), under which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate financial statements under the cost method rather than the equity method. Entities that are not ready to adopt the cost method in 2006, can continue to use the equity method through to the end of 2006 and adopt the cost method as from 1 January 2007.

This Notification of the FAP was announced in the Royal Gazette and is effective from 30 October 2006.

20. APPROVAL OF INTERIM FINANCIAL STATEMENTS

These interim financial statements were authorised for issue by the Company’s Board of Directors on 13 November 2006.

- 20 -