PTT Global Chemical : Note to Financial Statement Q2 2022

PTT Global Chemical Public Company Limited and its Subsidiaries

Notes to the condensed interim financial statements

For the three-month and six-month periods ended 30 June 2022 (Unaudited)

Notes Contents

1 Basis of preparation of the interim financial statements

2 Acquisition of businesses

3 Related parties

4 Trade accounts receivables

5 Investments in subsidiaries, joint ventures and associates

6 Property, plant and equipment

7 Debentures

8 Segment information and disaggregation of revenue

9 Earnings per share

10 Dividends

11 Financial instruments

12 Commitments with non-related parties

13 Litigations

14 Event after the reporting period

These notes form an integral part of the interim financial statements.

The interim financial statements issued for Thai regulatory reporting purposes are prepared in the Thai language. These English language financial statements have been prepared from the Thai language financial statements and were approved and authorised for issue by the Board of Directors on 10 August 2022.

1 Basis of preparation of the interim financial statements

The condensed interim financial statements are presented in the same format as the annual financial statements together with notes to the interim financial statements on a condensed basis ("interim financial statements") in accordance with Thai Accounting Standard (TAS) No. 34 Interim Financial Reporting, guidelines promulgated by the Federation of Accounting Professions and applicable rules and regulations of the Thai Securities and Exchange Commission. The interim financial statements focus on new activities, events and circumstances to avoid repetition of information previously reported in annual financial statements. Accordingly, these interim financial statements should be read in conjunction with the financial statements of the Company and its subsidiaries for the year ended 31 December 2021.

In preparing these interim financial statements, judgements and estimates are made by management in applying the Company's accounting policies. Actual results may differ from these estimates. The accounting policies, methods of computation and the key sources of estimation uncertainty were the same as those that described in the financial statements for the year ended 31 December 2021.

2 Acquisition of businesses

As previously disclosed in the financial statements for the year ended 31 December 2021, the fair values of identifiable assets acquired, and liabilities assumed in relation to the business acquisition of Allnex Holding GmbH were provisionally assessed at the previous reporting date.

The purchase under this condition is in accordance with TFRS 3 Business Combinations, requires the recognition of assets, liabilities and contingent liabilities acquired at the acquisition date at fair value within the measurement period, which must not exceed one year from the acquisition date. The Group hired an independent appraiser to determine the fair value of assets and liabilities acquired, from the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. However, as at the reporting date, the reviews have not yet been completed therefore the determination of the fair value and the allocation of the purchase price was determined provisionally and is subject to potential amendment.

Such business acquisition was completed on 29 December 2021. However, the Group used the financial information as at 31 December 2021 to determine the fair value of assets and liabilities acquired because the variance arising is immaterial.

The following summarises the major classes of consideration transferred, and the recognised amounts of assets and liabilities acquired at the acquisition date:

				Fair value
				(in million Baht)
Total identifiable net assets			62,460
Less Non-controlling interest			(1,126)
Total identifiable net assets received			61,334
Loss on derivatives			820
Goodwill			74,587
Total consideration transferred				136,741
Net cash received from acquisition in subsidiary				(4,068)
Net consideration			132,673

3 Related parties

Relationships with subsidiaries, associates and joint ventures that have material changes are described in note 5. Relationship with other related parties have no material change during six-month period ended 30 June 2022.

Significant transactions with related parties	Consolidated financial statements		Separate financial statements
Six-month period ended 30 June	2022		2021		2022		2021
	(in million Baht)
Parent
Sales of goods or rendering of services	6,402		8,706		6,286		8,659
Purchases of goods or receiving of services	200,675		121,354		200,014		120,975
Gain from sale of investment in an associate	-		10,056		-		10,522
Other income	49		5		49		5
Interest expense	10		7		9		7
Other expenses	26		117		26		115
Expense capitalised to fixed assets	1		101		1		99
Subsidiaries
Sales of goods or rendering of services	-		-		83,102		62,660
Purchases of goods or receiving of services	-		-		2,843		1,899
Net derivative gain	-		-		-		157
Interest income	-		-		1,757		18
Dividend income	-		-		11,912		3,593
Other income	-		-		815		545
Interest expense	-		-		1,986		886
Other expense	-		-		742		669
Expense capitalised to fixed assets	-		-		1,142		894
Joint ventures
Sales of goods or rendering of services	7,868		5,197		3,802		2,053
Purchases of goods or receiving of services	2,710		1,992		91		191
Interest income	11		7		10		6
Dividend income	-		-		874		207
Other income	46		44		37		35
Other expense	-		1		-		1
Income capitalised to fixed assets	-		(71)		-		(71)
Associates
Sales of goods or rendering of services	4,729		2,370		3,805		1,906
Purchases of goods or receiving of services	455		5,784		144		3,036
Dividend income	1		1		1,127		962
Other income	79		98		78		97
Interest expense	-		1		-		-
Other expense	213		203		187		157
Expense / (income) capitalised to fixed assets	36		(378)		18		(392)
Other related parties
Sales of goods or rendering of services	143,468		74,936		137,433		69,707
Purchases of goods or receiving of services	28,810		5,389		20,257		4,499
Gain from sale of investment in an associate	-		1,778		-		1,861
Net derivative loss	(1,332)		(70)		(1,332)		(70)
Dividend income	282		-		282		-
Other income	83		53		82		51
Interest expense	206		1		205		1
Other expense	131		174		92		107
Expense / (income) capitalised to fixed assets	2		-		2		(4)
Key management personnel
Key management personnel compensation
Short-term employee benefit	247		146		120		85
Post-employment benefits and other long-term benefits	3		3		2		2
Total key management personnel compensation	250		149		122		87

	Consolidated financial statements		Separate financial statements
Balances with related parties as at	30 June 2022		31 December 2021		30 June 2022		31 December 2021
	(in million Baht)
Trade accounts receivables
Parent	579		2,063		522		2,011
Subsidiaries	-		-		14,176		12,785
Joint ventures	2,481		1,764		732		441
Associates	843		841		635		633
Other related parties	20,121		13,402		19,365		12,528
Total	24,024		18,070		35,430		28,398
Other current receivables
Parent	282		497		281		497
Subsidiaries	-		-		11,172		3,267
Joint ventures	21		42		12		29
Associates	104		40		98		39
Other related parties	333		318		227		173
Total	740		897		11,790		4,005
Derivatives - Current assets
Other related parties	99		79		99		79
Total	99		79		99		79
Short-term loans to
Subsidiaries	-		-		2,898		2,829
Total	-		-		2,898		2,829
Long-term loans to
Subsidiaries	-		-		101,673		103,088
Joint ventures	805		762		805		762
Total	805		762		102,478		103,850
Lesscurrent portion	-		(53)		-		(53)
	805		709		102,478		103,797
Trade accounts payable
Parent	48,816		47,288		48,683		47,164
Subsidiaries	-		-		165		166
Joint ventures	541		372		16		14
Associates	93		102		41		35
Other related parties	6,751		3,121		4,906		2,207
Total	56,201		50,883		53,811		49,586
Other current payables
Parent	130		103		128		99
Subsidiaries	-		-		2,087		1,504
Joint ventures	4		8		1		2
Associates	78		141		63		93
Other related parties	462		379		431		341
Total	674		631		2,710		2,039
Derivatives - Current liabilities
Other related parties	533		86		533		86
Total	533		86		533		86
Payables to contractors
Subsidiaries	-		-		1,349		1,135
Associates	22		57		21		56
Other related parties	1		5		1		4
Total	23		62		1,371		1,195
Lease liabilities
Parent	578		560		527		529
Subsidiaries	-		-		212		490
Joint ventures	7		6		-		-
Associates	12		14		6		7
Other related parties	218		250		152		176
Total	815		830		897		1,202
Short-term loans from
Subsidiaries	-		-		2,217		10,089
Total	-		-		2,217		10,089
Long-term loans from
Subsidiaries	-		-		110,152		68,042
Other related parties	-		55,600		-		55,600
Total	-		55,600		110,152		123,642
Lesscurrent portion	-		-		(17,582)		(16,645)
	-		55,600		92,570		106,997

Significant agreements with related parties

As at 30 June 2022, significant agreements with related parties that have material changes are as follows:

Olefins Sales and Purchase Agreements

The Company has 4 Ethylene sales and purchase agreements with 3 related parties. Selling prices are determined based on Ethylene price in the world market. Two agreements are for the periods from 10 years to 21 years, commencing from the effective date specified in each agreement and expiring from December 2027 to December 2031 and two agreements are for the period of 10 years and 15 years, start from the plant commercial operation date.

Utilities and Other Services Agreements

The Company and subsidiaries have many Utilities agreements for the industries covering electricity, steam, and water for industrial use with 2 related parties. These agreements are for the periods from 1 year to 25 years, commencing from the date as specified in each agreement and expiring from December 2022 to June 2045 and one agreement is automatically renewed except for a cancellation through written notice by either party.

The Company has Tank Farm Storage and Service Agreements with related parties covering utilities and transportation of product. These agreements are for the periods from 10 years to 20 years, commencing from the effective date as specified in the agreement and expiring from December 2031 to March 2039, with the service charge as stipulated in the agreement.

Feedstock and Fuel Gas Sales and Purchase Agreements

The Company has a Natural Gas sales and purchase agreement with a parent company. The selling price is determined based on gas price as specified in the agreement. The agreement is for the period of 25 years, commencing from the date as specified in the agreement and expiring in March 2047.

The Company has 2 Natural Gas sales and purchase agreements with a parent company. Selling prices are determined based on gas price as specified in each agreement and Thailand Producer Price Index as classification of products by activity (CPA). These agreements are for the periods from 3 years 9 months to 10 years, commencing from the date as specified in each agreement and expiring in December 2025 and December 2029.

The Company and 2 subsidiaries have various Natural Gas sales and purchase agreements with a parent company. Selling prices in these agreements are determined based on fuel oil prices and Thailand Producer Price Index (PPI). These agreements are for the periods from 1 year to 15 years, commencing from the date as specified in each agreement and expiring from March 2023 to December 2029.

Crude Oil Price Hedging Agreements

The Company has entered into many crude oil price hedging agreements to mitigate price risk with a related party. As at 30 June 2022, the Company has oil volume under the agreements of 200,000 barrels.

Sales and Purchase Aromatics Product Agreements

The Company has entered into many raw material and product sales and purchase agreements with certain related parties. The sales and purchase prices of raw material and product are based on the prices specified in the agreements. These agreements are for the periods from 1 year to 11 years 9 months, commencing from the effective date as specified in each agreement. The agreements will expire from December 2022 to December 2026. Other agreements are automatically renewed except for a cancellation through written notice by each party.

Lending and Borrowing Agreements

The Company has unsecured short-term lending agreements for the period of 3 years through Liquidity Management System ("LMS") with 9 related parties with the credit facilities of Baht 3,500 million, Baht 3,000 million, Baht 1,500 million, Baht 800 million, Baht 500 million, Baht 300 million, Baht 200 million, Baht 100 million and Baht 20 million. These loans bear interest based on market rate referenced to BIBOR O/N plus interest rate spread.

The Company has a secured long-term lending agreement for the period of 7 years with a related party with the credit facility of USD 7.90 million. This loan bears interest at the fixed rate.

The Company has an unsecured long-term lending agreement for the period of 10 years with a related party with the credit facility of USD 994.09 million. This loan bears interest at the fixed rate.

The Company has an unsecured long-term lending agreement for the period of 30 years with a related party with the credit facility of USD 298.28 million. This loan bears interest at the fixed rate.

The Company has an uncommitted and unsecured short-term Inter-Company Borrowing & Lending agreement (ICBL) for the period of 3 year with a related party with the borrowing credit facility of Baht 300 million and lending credit facility of Baht 300 million. The agreement will expire on 20 February 2025. This facility bears interest based on market rate referenced to BIBOR plus interest rate spread by taking into account the return on short-term investment, short-term interest rate and the credit ratings of the Company or the borrowing company.

4 Trade accounts receivables

		Consolidated financial statements		Separate financial statements
		30 June		31 December		30 June		31 December
	Note	2022		2021		2022		2021
		(in million Baht)
Related parties	3	24,024		18,070		35,430		28,398
Other parties		40,353		32,619		5,106		3,965
Total		64,377		50,689		40,536		32,363
Less allowance for expected credit loss		(141)		(149)		(19)		(19)
Net		64,236		50,540		40,517		32,344
Related parties
Within credit terms		23,949		17,961		35,430		28,397
Overdue:
Less than 3 months		60		98		-		1
3 - 6 months		3		6		-		-
6 - 12 months		9		5		-		-
Over 12 months		3		-		-		-
Total		24,024		18,070		35,430		28,398
Other parties
Within credit terms		38,759		31,357		5,086		3,615
Overdue:
Less than 3 months		1,129		1,074		1		331
3 - 6 months		224		43		-		-
6 - 12 months		92		26		-		-
Over 12 months		149		119		19		19
Total		40,353		32,619		5,106		3,965
Less allowance for expected credit loss		(141)		(149)		(19)		(19)
Net		64,236		50,540		40,517		32,344

The normal credit term granted by the Group ranges from 7 days to 135 days

5 Investments in subsidiaries, joint ventures and associates

Material movements for the six-month period ended 30 June 2022		Consolidated financial statements		Separate financial statements
		(in million Baht)
Subsidiaries
Increase capital in GC Ventures Co., Ltd.		-		526
Increase capital in Envicco Limited		-		38
Increase capital in PTTGC America Corporation		-		39
Increase capital in PTTGC International Private Limited		-		552
Joint Venture
Increase capital in GGC KTIS Bioindustrial Co., Ltd.		54		-
Associates
Increase capital in Kuraray GC Advanced Materials Co., Ltd.		93		93
Purchase investment in Vinythai Public Company Limited		5,934		5,934
Dispose of shares in Thai Eastern Top Seeds Oil Co., Ltd.		-		-

Changes in investments in subsidiaries, joint venture and associates

GC Ventures Co., Ltd.

During the six-month period ended 30 June 2022, GC Ventures Co., Ltd., a subsidiary of the Company, has called for an increase in paid-up capital approved in the 2021 Extraordinary Annual General Meeting of shareholders of the subsidiary held on 5 July 2021 and the 2022 Annual General Meeting of shareholders of the subsidiary held on 23 March 2022 for investment in Corporate Venture Capital (CVC) totalling Baht 526.39 million. The amount was fully paid during the six-month period ended 30 June 2022.

Envicco Limited

On 16 March 2022, ENVICCO Limited, a subsidiary of the Company, has called for an increase in paid-up capital approved in the Board of Directors' Meeting of the subsidiary held on 23 July 2020 for conducting a Recycled Plastic Project totalling Baht 37.80 million. The amount was fully paid in April 2022.

PTTGC America Corporation

On 23 February 2022, PTTGC America Corporation, a subsidiary of the Company, has called for an increase in paid-up capital approved in the Board of Directors' Meeting of the subsidiary held on 18 February 2022 for the purpose of US Petrochemical Complex Project investment totalling USD 1.18 million or equivalent to Baht 38.60 million. The amount was fully paid in February 2022.

PTTGC International Private Limited

On 22 June 2022, PTTGC International Private Limited ("GC Inter"), a subsidiary of the Company, has called for an increase in paid-up capital approved in the Board of Directors' Meeting of the subsidiary held on 16 June 2022 for investment in PTTGC International (Netherlands) B.V. ("GC Inter B.V."), a subsidiary 100% shareholding by GC Inter, at EUR 14.81 million or equivalent to Baht 552.06 million. The amount was fully paid in June 2022. GC Inter B.V. has utilised such investment for the acquisition of the 9.18% ordinary shares in Vencorex Holding SAS ("Vencorex") from Perstorp Holding AB. As a result, GC Inter B.V.'s shareholding interest in Vencorex increased from 90.82% to 100%. GC Inter B.V. has signed a share sale and purchase agreement and completed the share payment on 30 June 2022. The Group recognised a decrease in non-controlling interest of Baht 464.55 million, difference arising from the change in the ownership interest in an investment of Baht 941.91 million, and an increase in the translation reserve of Baht 120.37 million attributable to owners of the Group of changes in the Group's ownership interests in Vencorex.

GGC KTIS Bioindustrial Co., Ltd.

On 8 April 2022, GGC KTIS Bioindustrial Company Limited, an indirect joint venture of the Group, has called for an increase in paid-up capital of 3,575,000 shares at Baht 15 per share, totalling Baht 53.63 million, from GGC Biochemicals Company Limited, a subsidiary of the Company. The amount was fully paid in May 2022.

Kuraray GC Advanced Materials Co., Ltd.

On 10 March 2022, Kuraray GC Advanced Materials Co., Ltd., a direct associate of the Group, has called for an increase in paid-up capital of 933,530 shares at Baht 100 per share, totalling Baht 93.35 million. The amount was fully paid in April 2022.

Vinythai Public Company Limited

On 1 March 2022, the Company has completed the tender offer for the securities of Vinythai Public Company Limited ("VNT"), an associate of the Company. The Company paid for the shares under the tender offer for the securities of VNT totalling 151,149,415 shares which is equivalent to 12.75% of VNT's issued and paid-up share capital with the tender offer price at Baht 39 per share, in the total amount of Baht 5,894.83 million. As a result, the Company's shareholding interest in VNT increased from 24.98% to 37.73% of the authorised and paid-up share capital. The Board of Governors of the Stock Exchange of Thailand ("SET") has also delisted the securities of VNT from being listed on the SET, which was effective on 12 March 2022 onward.

At the Extraordinary General Meeting of Shareholders of VNT held on 11 April 2022, the amalgamation between VNT and a subsidiary under AGC Inc. was approved by 99.8975% and disapproved by 0.1024% or equivalent to 1,205,517 shares. The Company offered to purchase VNT's shares from the dissenting shareholders at the offer price of Baht 39 per share, which is the same price as the price offered by the Company for the delisting tender offer of VNT from being listed on the SET. The dissenting shareholders who had offered to sell their shares were 995,017 shares, totalling to Baht 38.81 million. The shares purchase was completed on 3 May 2022, resulting in the Company's shareholding interest in VNT increased from 37.73% to 37.82%. The Company also planned to proceed with supporting the amalgamation between VNT and the subsidiary under AGC Inc. to form a new company, namely AGC Vinythai Public Company Limited.

Thai Eastern Top Seeds Oil Co., Ltd

On 13 January 2022, Global Green Chemicals Plc. ("GGC"), a subsidiary of the Company, has completed the sales of shares in Thai Eastern Top Seeds Oil Co., Ltd., an indirect associate, in which GGC held 30% of authorised and paid-up share capital, by the approval of the Board of Directors' Meeting of GGC held on 15 September 2021, to a company for a consideration of Baht 1.

6 Property, plant and equipment

For the six-month period ended 30 June 2022	Consolidated financial statements		Separate financial statements
	(in million Baht)
Acquisitions and transfers in - at cost	11,640		6,908
Disposals and transfers out - net book value	(3,796)		(2,283)
Depreciation	(9,736)		(5,655)

For the six-month period ended 30 June 2022, capitalised borrowing costs, relating to the acquisition of the land and the construction of a new factory, were included in a part of purchases of assets amounting to Baht 44 million and Baht 11 million in the consolidated and separate statements of financial position, respectively. The Group capitalised borrowing costs using the rates of 2.65 to 4.00 per annum.

Security

As at 30 June 2022, property, plant and equipment of the Group with a net book value amounting to Baht 22,583 million were registered to secure loans from financial institutions. In addition, certain subsidiaries pledged bank accounts and various rights as collateral. However, the pledged bank accounts can be withdrawn in accordance with the objective and conditions stipulated in the loan agreements for use as working capital required in the normal course of business of subsidiaries.

Review of the useful life of assets

In 2022, the management reviewed the useful life of assets through an assessment by the Group's engineers. As a result, changes in the estimated useful life of certain classes of assets has been recognised prospectively from 1 January 2022 as follow:

	Consolidated financial statements		Separate financial statements
For the reporting period ended	30 June		31 December		30 June		31 December
	2022		2021		2022		2021
Plant, machinery, equipment and factory tools	3 - 50 years		3 - 35 years		5 - 50 years		5 - 35 years
Buildings and buildings improvement	5 - 40 years		5 - 30 years		5 - 40 years		5 - 30 years

The change in the estimated useful lives of assets resulted in decreases in depreciation expenses of the Group and the Company for the six-month period ended 30 June 2022 amounting to Baht 1,591 million and Baht 1,262 million, respectively.

7 Debentures

For the six-month period ended 30 June 2022	Consolidated financial statements		Separate financial statements
	(in million Baht)
At 1 January	109,500		51,893
Issued of debentures	98,841		55,000
Transaction cost adjusted by effective interest rate method	(403)		(39)
Effect from exchange differences	6,218		944
At 30 June 2022	214,156		107,798

Issuance and offering of THB 30,000 million debentures to institutional investors and/or high net worth investors

On 25 January 2022, the Company issued and offered unsubordinated and unsecured debentures in Thai Baht with debenture holders' representative. The Company issued 30 million debenture units with an issue price per unit of Baht 1,000, totalling Baht 30,000 million, which were offered to institutional investors and/or high net worth investors. The issue can be separated into 4 tranches,

· A 5-year tenor, Baht 14,000 million, carrying a 2.13% coupon rate per annum with interest payable on semi-annual basis and maturity in January 2027.

· A 7-year tenor, Baht 2,000 million, carrying a 2.65% coupon rate per annum with interest payable on semi-annual basis and maturity in January 2029.

· A 10-year tenor, Baht 2,000 million, carrying a 3.05% coupon rate per annum with interest payable on semi-annual basis and maturity in January 2032.

· A 12-year tenor, Baht 12,000 million, carrying a 3.29% coupon rate per annum with interest payable on semi-annual basis and maturity in January 2034.

The use of proceeds is for debt repayment and/or repayment of US dollar debentures with the maturity date in September 2022, and/or debt prepayment and/or working capital for general corporate purposes.

Issuance and offering of THB 8,000 million debentures to institutional investors and/or high net worth investors

On 15 June 2022, the Company issued and offered unsubordinated and unsecured debentures in Thai Baht with debenture holders' representative. The Company issued 8 million debenture units with an issue price per unit of Baht 1,000, totalling Baht 8,000 million, which were offered to institutional investors and/or high net worth investors. The issue can be separated into 2 tranches,

· A 5-year tenor, Baht 5,000 million, carrying a 3.21% coupon rate per annum with interest payable on semi-annual basis and maturity in June 2027

· A 12-year tenor, Baht 3,000 million, carrying a 4.00% coupon rate per annum with interest payable on semi-annual basis and maturity in June 2034

The use of proceeds is for loan repayment.

Issuance and offering of THB 17,000 million debentures bypublic offering

On 30 June 2022, the Company issued and offered unsubordinated and unsecured debentures in Thai Baht with debenture holders' representative. Debenture issuer has rights to redeem the debentures prior to maturity after one year of issuance. The Company issued 17 million debenture units with an issue price per unit of Baht 1,000, totalling Baht 17,000 million. The coupon rate is 3.50% per annum with interest payable on semi-annual basis and maturity in June 2029.

The use of proceeds is for loan repayment and/or for working capital in business operations.

Issuance and offering of USD 1,300 million debentures to offshore investors

On 30 March 2022, a subsidiary issued and offered, unsubordinated and unsecured debentures in United States dollar. The debentures issue price per unit is USD 1,000, totalling USD1,300 million. The Company is a guarantor of the total amount of the debentures. The debentures were offered to institutional investors and can be separated into 2 tranches:

· A 10-year tenor, USD 1,000 million, carrying a 4.40% coupon rate per annum with interest payable on semi-annual basis and maturity in March 2032.

· A 30-year tenor, USD 300 million, carrying a 5.20% coupon rate per annum with interest payable on semi-annual basis and maturity in March 2052.

The use of proceeds will be used by the Group for general corporate purposes, including, but not limited to debt repayment (including the repayment of the outstanding amount of the shareholder loan from PTT Treasury Center Company Limited), funding acquisitions and investment activities and on-lending to entities within the Group.

8 Segment information and disaggregation of revenue

The Group has significant business segments which offer different products and services, and are managed separately. For each of the business segments, the chief operating decision maker (CODM) reviews internal management reports on at least a quarterly basis. The operations in each of the Group's reportable segments are as follows;

Segment 1	Refinery
Segment 2	Aromatics
Segment 3	Olefins and Derivatives
Segment 4	Green Chemicals
Segment 5	Performance Materials and Chemicals
Segment 6	Service and Others
Segment 7	Investments in Other Joint Ventures and Associates

PTT Global Chemical Public Company Limited and its Subsidiaries

Notes to the condensed interim financial statements

For the three-month and six-month periods ended 30 June 2022 (Unaudited)

Performance information of each reportable segment is measured based on profit before finance cost, income tax, depreciation, amortisation and others which as included in the internal management reports that are reviewed by the Group's CODM. Management believes that using profit before finance cost, income tax, depreciation, amortisation and others to measure performance is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

2

For the six-month period ended 30 June 2022	Refinery		Aromatics		Olefins and Derivatives		Green Chemicals		Performance Materials and Chemicals		Service and Others		Investments in other joint ventures and associates		Elimination		Total
	(in million Baht)
External revenues	149,866		21,421		99,789		12,911		88,862		1,521		-		-		374,370
Inter-segment revenues	24,991		65,224		13,429		1,908		-		2,792		-		(108,344)		-
Total revenues	174,857		86,645		113,218		14,819		88,862		4,313		-		(108,344)		374,370
Cost of sales and rendering of services	(156,152)		(83,099)		(98,788)		(13,072)		(69,655)		(2,989)		-		107,537		(316,218)
Selling, distribution and administrative expenses	(298)		(431)		(5,667)		(372)		(9,899)		(1,147)		-		1,832		(15,982)
Profit (loss) before finance costs, income tax, depreciation, amortisation and others	(826)		1,163		9,321		1,399		9,414		991		-		506		21,968
Investment income	33		22		160		2		30		14,612		-		(14,329)		530
Finance costs	(379)		(238)		(802)		(25)		(1,249)		(4,362)		-		2,526		(4,529)
Depreciation and amortisation	(1,282)		(1,399)		(4,890)		(324)		(6,031)		(353)		-		634		(13,645)
Reversal of (loss) on impairment and disposal of assets	8		6		376		(4)		(30)		1		-		-		357
Share of profit of joint ventures and associates accounted for using equity method	-		-		2		44		-		-		2,590		56		2,692
Others	366		148		601		(7)		113		(1,509)		-		(718)		(1,006)
Profit (loss) before income tax	(2,080)		(298)		4,768		1,085		2,247		9,380		2,590		(11,325)		6,367
Profit (loss) for reportable segment
Owners of the Company	(997)		(70)		3,816		645		1,977		8,964		2,590		(11,325)		5,600

For the six-month period ended 30 June 2021	Refinery		Aromatics		Olefins and Derivatives		Green Chemicals		Performance Materials and Chemicals		Service and Others		Investments in other joint ventures and associates		Elimination		Total
	(in million Baht)
External revenues	80,976		19,882		72,403		8,835		32,132		1,075		-		-		215,303
Inter-segment revenues	13,613		36,494		8,935		941		-		3,308		-		(63,291)		-
Total revenues	94,589		56,376		81,338		9,776		32,132		4,383		-		(63,291)		215,303
Cost of sales and rendering of
services	(91,186)		(50,862)		(61,353)		(8,992)		(21,529)		(3,046)		-		62,919		(174,049)
Selling, distribution and administrative expenses	(282)		(447)		(4,065)		(323)		(1,427)		(1,142)		-		332		(7,354)
Profit before finance costs, income tax, depreciation, amortisation and others	2,328		4,690		16,075		555		9,242		826		-		(501)		33,215
Investment income	34		21		133		4		23		14,189		-		(3,611)		10,793
Gain from sale of investment in an associate	-		-		-		-		-		11,834		-		-		11,834
Finance costs	(367)		(213)		(588)		(28)		(488)		(1,200)		-		171		(2,713)
Depreciation and amortisation	(1,465)		(1,839)		(5,369)		(353)		(2,326)		(268)		-		542		(11,078)
Loss on impairment and disposal of assets	(48)		(62)		(64)		(3,016)		(38)		(7)		-		-		(3,235)
Share of profit of joint ventures and associates accounted for using equity method	-		-		46		44		-		-		4,134		(8)		4,216
Others	389		161		628		(2)		85		(2,983)		-		4		(1,718)
Profit (loss) before income tax	871		2,758		10,861		(2,796)		6,498		22,391		4,134		(3,403)		41,314
Profit (loss) for reportable segment
Owners of the Company	972		2,548		9,926		(2,840)		6,156		17,220		4,134		(3,386)		34,730

	Refinery		Aromatics		Olefins and Derivatives		Green Chemicals		Performance Materials and Chemicals		Service and Others		Investments in Other Joint Ventures and Associates		Elimination		Total
	(in million Baht)
As at 30 June 2022
Segment assets	96,557		98,581		211,679		14,316		222,233		438,354		48,432		(337,496)		792,656
As at 31 December 2021
Segment assets	77,147		110,184		178,887		13,823		225,851		407,017		42,367		(301,161)		754,115

9 Earnings per share

	Consolidated		Separate
	financial statements		financial statements
For the three-month period ended 30 June	2022		2021		2022		2021
	(in million Baht / million shares)
Profit for the period attributable to ordinary shareholders of the Company (basic)	1,388.26		25,034.73		10,643.70		20,687.86
Number of ordinary shares as at 1 April	4,508.85		4,508.85		4,508.85		4,508.85
Effect of treasury stock	-		(22.30)		-		(22.30)
Weighted average number of
ordinary shares (basic)	4,508.85		4,486.55		4,508.85		4,486.55
Earnings per share (basic) (in Baht)	0.31		5.58		2.36		4.61

	Consolidated		Separate
	financial statements		financial statements
For the six-month period ended 30 June	2022		2021		2022		2021
	(in million Baht / million shares)
Profit for the period attributable to ordinary shareholders of the Company (basic)	5,599.93		34,729.60		11,459.48		27,873.73
Number of ordinary shares as at 1 January	4,508.85		4,508.85		4,508.85		4,508.85
Effect of treasury stock	-		(22.30)		-		(22.30)
Weighted average number of
ordinary shares (basic)	4,508.85		4,486.55		4,508.85		4,486.55
Earnings per share (basic) (in Baht)	1.24		7.74		2.54		6.21

The Company did not have any potential dilutive ordinary shares during the three-month and six-month periods ended 30 June 2022 and 2021, so there is no impact to diluted earnings per share.

10 Dividends

	Approval date	Payment schedule	Dividend rate per share		Amount
			(in Baht)		(in million Baht)
2022
2021 Annual dividend	4 April 2022	22 April 2022	1.75		7,890
2021
2020 Annual dividend	5 April 2021	23 April 2021	1.00		4,486

11 Financial instruments

Carrying amounts and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, but does not include fair value information for financial assets and financial liabilities measured at amortised cost if the carrying amount is a reasonable approximation of fair value.

	Consolidated financial statement
	Carrying amount		Fair value
At 30 June 2022	Hedging instruments		Financial instruments measured at FVTPL		Financial instruments measured at FVOCI		Financial instruments measured at amortised cost		Total		Level 1		Level 2		Level 3		Total
	(in million Baht)
Financial assets
Cash and cash equivalents	-		-		251		49,305		49,556		-		251		-		251
Current financial assets	-		-		945		35,644		36,589		-		945		-		945
Current derivatives assets	123		904		-		-		1,027		-		1,027		-		1,027
Non-current financial assets	-		581		21,551		-		22,132		18,764		1,767		1,601		22,132
Non-current derivatives assets	-		1,777		-		-		1,777		-		1,777		-		1,777
Financial liabilities
Current derivatives liabilities	1		8,492		-		-		8,493		-		8,493		-		8,493
Long-term borrowings from financial institutions	-		-		-		88,117		88,117		-		1,403*		-		1,403
Debentures	-		-		-		214,156		214,156		-		200,046		-		200,046
Non-current derivative liabilities	-		126		-		-		126		-		126		-		126
* Fair value of long-term borrowings from financial institutions with fixed interest rate only.

	Consolidated financial statement
	Carrying amount		Fair value
At 31 December 2021	Hedging instruments		Financial instruments measured at FVTPL		Financial instruments measured at FVOCI		Financial instruments measured at amortised cost		Total		Level 1		Level 2		Level 3		Total
	(in million Baht)
Financial assets
Cash and cash equivalents	-		-		42		55,571		55,613		-		42		-		42
Current financial assets	-		-		996		18,385		19,381		-		996		-		996
Current derivatives assets	29		1,279		-		-		1,308		-		1,308		-		1,308
Non-current financial assets	-		598		28,559		-		29,157		25,879		1,969		1,309		29,157
Non-current derivatives assets	63		-		-		-		63		-		63		-		63
Financial liabilities
Current derivatives liabilities	5		1,857		-		-		1,862		-		1,392		470		1,862
Long-term borrowings from financial institutions	-		-		-		97,238		97,238		-		1,455*		-		1,455
Long-term borrowings from related parties	-		-		-		55,600		55,600		-		55,600		-		55,600
Debentures	-		-		-		109,501		109,501		-		113,687		-		113,687
Non-current derivatives liabilities	-		18		-		-		18		-		18		-		18

* Fair value of long-term borrowings from financial institutions with fixed interest rate only.

	Separate financial statements
	Carrying amount		Fair value
At 30 June 2022	Hedging instruments		Financial instruments measured at FVTPL		Financial instruments measured at FVOCI		Financial instruments measured at amortised cost		Total		Level 1		Level 2		Level 3		Total
	(in million Baht)
Financial assets
Cash and cash equivalents	-		-		251		28,815		29,066		-		251		-		251
Current financial assets	-		-		945		35,130		36,075		-		945		-		945
Current derivatives assets	123		886		-		-		1,009		-		1,009		-		1,009
Non-current financial assets	-		361		19,958		-		20,319		18,548		1,767		4		20,319
Non-current derivatives assets	-		1,777		-		-		1,777		-		1,777		-		1,777
Financial liabilities
Current derivatives liabilities	-		8,176		-		-		8,176		-		8,176		-		8,176
Long-term borrowings from related parties	-		-		-		110,152		110,152		-		98,862*		-		98,862
Debentures	-		-		-		107,798		107,798		-		105,709		-		105,709
*Fair value of long-term borrowings from related parties with fixed interest rate only.

	Separate financial statements
	Carrying amount		Fair value
At 31 December 2021	Hedging instruments		Financial instruments measured at FVTPL		Financial instruments measured at FVOCI		Financial instruments measured at amortised cost		Total		Level 1		Level 2		Level 3		Total
	(in million Baht)
Financial assets
Cash and cash equivalents	-		-		42		33,262		33,304		-		42		-		42
Current financial assets	-		-		996		18,058		19,054		-		996		-		996
Current derivatives assets	29		1,269		-		-		1,298		-		1,298		-		1,298
Non-current financial assets	-		374		26,998		-		27,372		25,399		1,969		4		27,372
Non-current derivatives assets	63		-		-		-		63		-		63		-		63
Financial liabilities
Current derivatives liabilities	2		1,329		-		-		1,331		-		1,331		-		1,331
Long-term borrowings from related parties	-		-		-		123,642		123,642		-		119,119*		-		119,119
Debentures	-		-		-		51,894		51,894		-		52,995		-		52,995

PTT Global Chemical Public Company Limited and its Subsidiaries

Notes to the condensed interim financial statements

For the three-month and six-month periods ended 30 June 2022 (Unaudited)

*Fair value of long-term borrowings from related parties with fixed interest rate only.

2

The following table presents valuation technique of financial instruments measured at fair value in statement of financial position, which have significant changes in valuation technique during the period.

Type	Valuation technique
Over-the-counter commodity derivatives	Based on an estimated price by the organization that has expertise in petroleum and petrochemical areas as well as reliability from buyers and sellers in markets. The price forecast methodology takes account of fundamental factors including demand, supply and other factors that will affect the price direction in the future.

12 Commitments with non related parties

At 30 June 2022	Consolidated financial statements		Separate financial statements
	(in million Baht)
Capital commitments
Land	2		-
Plant, machinery and equipment	6,669		3,536
Buildings and furniture, fixtures and equipment	919		77
Others	355		198
Total	7,945		3,811
Non-cancellable lease commitments
Within one year	72		62
After one year but within five years	53		48
Total	125		110
Other commitments
Letters of credits	337		15
Bank guarantees	6,126		2,472
Guarantees to subsidiaries and joint ventures for credit facilities, debentures and bank guarantees	371		138,825
Others	11,902		7,844
Total	18,736		149,156

As at 30 June 2022, there was no material changes in contractual commitments during the period which required additional disclosures from notes to the financial statements for the year ended 31 December 2021.

13 Litigations

(a) Oil spill incident legal case

During the third quarter of 2014, a number of people in Rayong filed several lawsuits with the Civil Court and the Rayong Provincial Court against the Company to claim extra compensation from an oil spill incident and to perform the rehabilitation of the sea and natural environmental recovery. Some cases have been dismissed and some cases have been passed a judgement by the Civil Court on 25 August 2016 by ordered the Company to compensate for damages including interest and rehabilitation of approximately Baht 11.26 million. The Company has appealed on 17 February 2017. Subsequently, on 11 May 2018, the Company made compromise agreements with majority plaintiffs at the Civil Court. On 20 December 2018, the Court of Appeal has passed the judgement according to the compromise agreements which the Company has already paid compensation in full amount. For the remaining plaintiffs, the Court of Appeal ordered the Company to pay compensation with its interest according to the judgement of the Court of First Instance and reduced the amount of interest. The Company has paid the compensation to all plaintiffs completely and no petition is submitted to Supreme Court by any plaintiffs. This case has become final.

For the case at Rayong Provincial Court, on 28 September 2018, the Court has made a judgement ordering the Company to pay damage costs with interest of approximately Bath 38 million by deducting the remedy payment paid to the plaintiffs of Baht 24 million. The Company deposited the remaining damage costs with interest with the Rayong Provincial Court on 25 February 2019. Some plaintiffs filed an appeal with the Rayong Provincial Court and the Company has filed an answer to the appeal with the Rayong Provincial Court on 2 October 2019. Subsequently, on September 1, 2020, the Court of Appeal Region 2 passes the judgement ordering the Company to pay additional damages including interest to the plaintiffs. The Company deposited the additional amount of Baht 25 million to the Rayong Provincial Court on 30 September 2020, which is cover the additional damages under the judgement ordering. Afterwards, on 14 October 2020, the Rayong Provincial Court set an appointment to hear the judgement or the order of the Court of Appeal Region 2 on 26 November 2020. Then, the plaintiffs have filed the Dika appeal period on 1 March 2021. The Supreme Court has issued an order accepting the Dika appeal of the plaintiffs on 2 March 2022 and sent a copy of Dika appeal to the Company on 19 March 2022. The Company is in the process of preparing an answer to the Dika appeal.

(b) Transfer of right for the payment of raw materials legal case of the subsidiary

(b.1) On 18 August 2017, Anatta Green Company Limited ("Anatta"), later changed its name to Thai Bio Innovation Company Limited, a subsidiary and Asia Capital Group Public Company Limited ("ACAP") entered a tripartite MOU where Anatta agreed to be responsible for supplying crude palm oil to the subsidiary and ACAP agreed to provide financial support to Anatta for payment to its suppliers. On the same day, Anatta entered into a loan agreement with ACAP and transferred its right to receive payment for raw materials to ACAP, along with notifying the transfer of such claim to the subsidiary and the subsidiary has given consent to such transfer.

During the 2nd quarter of 2018, the subsidiary disclosed the material event of inventory issue to the Stock Exchange of Thailand. At the same time, ACAP has demanded that the subsidiary pay for the raw materials purchased from Anatta under the transfer of claim, a total of 11 items. The subsidiary considered the documents received and clarified to ACAP that such documents were not in the subsidiary's system and did not find evidence of the delivery of the raw materials from Anatta as specified.

Subsequently, on 20 August 2018, ACAP filed a lawsuit in the Civil Court, claiming Anatta and the subsidiary jointly to pay damages totalling Baht 324.65 million and 15% interest per annum. The subsidiary's legal advisor had considered the relevant facts and evidence and provided an opinion that the subsidiary is not liable for the allegation. Therefore, the subsidiary appointed a lawyer and submitted a statement to defend itself.

The Court of First Instance issued its judgement on 10 June 2020, requiring the subsidiary to compensate ACAP in the amount of Baht 289.56 million plus interest of 15% per annum from the date of default until the payment is complete. If the subsidiary does not pay the said debt in full, Anatta shall pay the remaining balance. The subsidiary filed a legal appeal on 25 November 2020.

On 20 January 2022, the Appeal Court upheld the judgment of the Court of First Instance. However, the subsidiary did not agree with the Appeal Court's decision and submitted a request for a petition to the Supreme Court on 9 March 2022. The subsidiary believes that its defenses in facts, laws, and the exercising rights in court in good faith, in the end, the Supreme Court will consider evidences in the case and adjudicate the subsidiary not to be liable for payment of debts according to the judgments of the Court of First Instance and the Court of Appeal. The subsidiary also believes that evidences that the subsidiary has submitted additionally in the Court of Appeal as important evidences, directly related to the issue of the case, and is new evidence that the inquiry official in criminal cases has gathered and prepared from the investigation after the Court of First Instance decided the case, are solid evidences that will make the Supreme Court hear that the transaction documents prepared by Anatta and assisted by former employees of the subsidiary including the evidence used by ACAP for filing against the subsidiary are dishonest and unlawful acts. This is consistent with the fact that the SEC has found fraudulent acts related to inventory issue and unlawful exploitation which caused the subsidiary to be damaged. It is considered as an offense under the Securities and Exchange Act B.E. 2535. The inquiry official has made recommendation to pursue prosecution in some criminal cases and submitted the investigation documents to the public prosecutor already. Therefore, the subsidiary believes that the subsidiary has no debts to be liable to ACAP under the contracts arising from dishonest and unlawful acts. However, the subsidiary has decided to record a provision for damages from the said case amounting to Baht 444 million during 2021.

On 31 March 2022, the enforcement officer at the request of ACAP issued an order to freeze the deposits of the subsidiary. The subsidiary filed a request to withdraw the execution with the Civil Court. Subsequently, on 17 May 2022, the Civil Court has investigated and issued an order granting permission to unfreeze the deposit of the subsidiary and order the subsidiary to provide a bank guarantee amounting to Baht 503.31 million to the Court as guarantee. The subsidiary has pledged certain deposits of the subsidiary as collateral against the guarantee that the subsidiary received from the bank.

(b.2) A company, which was a former supplier of the subsidiary, filed 3 civil lawsuits against the subsidiary regarding breach of agreements concerning the reclaiming of purchase price on raw materials and claiming damages. The total principal and interest are Baht 1,069.23 million. The subsidiary and the subsidiary's legal advisor have considered relevant facts and evidence and provided the opinion that the subsidiary has not breached the agreements and has no obligation to pay as claimed. The subsidiary has appointed a lawyer to assist with the defense. Currently, the cases are under examination and trial at the Court of First Instance. Therefore, the subsidiary has not recorded any provision against any losses from such case.

(c) Civil Court plaint regarding tort, breach of agreements, breach of promise and claiming damages occurred in year 2021 of the subsidiary

On 28 June 2021, the subsidiary received a summons and a copy of the Civil Court plaint in which a company filed a lawsuit against the subsidiary in the Civil Court regarding tort, breach of agreements, breach of promise and claiming damages amounting to Baht 449.77 million, together with interest at the rate of 7.5% per annum. The subsidiary and legal advisor of the subsidiary considered relevant facts and evidence and provided the opinion that the issue of this lawsuit is the same as the case that the subsidiary had filed against such company and the subsidiary has not committed a wrongful act and has not breached the agreements against the plaintiff as claimed. The subsidiary appointed a lawyer and submitted a file testimony with its defense. Subsequently, on 21 March 2022, the Civil Court has rendered its judgment to dismiss such case. However, the case is not yet final as both the plaintiff and the subsidiary have exercised their right to appeal on 21 May 2022 and 20 May 2022, respectively.

14 Event after the reporting period

The acquisition of the entire business of GC Glycol Co.,Ltd. and GC Styrenics Co.,Ltd.

At the Board of Directors' meeting, held on 13 December 2021, the Board approved the acquisition of the entire or part of the business and the dissolution of the direct and indirect subsidiaries with 100% shareholding by the Company. The group business restructuring will better support the Company's long-term strategy including the business expansion internationally, sales and development of High Value Products, enhancing the Company's governance efficiency of group of companies both domestically and internationally, and also support the Company's Sustainability strategy.

The acquisition of the entire business of GC Glycol Co.,Ltd. ("Glycol") and GC Styrenics Co.,Ltd. ("GCS") is part of the business restructuring plan which is effective under the law on 1 July 2022 and the Company will further proceed with the dissolution of Glycol and GCS.

The amalgamation of Vinythai Public Company Limited and AGC Chemicals (Thailand) Co., Ltd.

On 3 May 2022, the Company's ownership of Vinythai Public Company Limited ("VNT") was 37.82%. The Company planned to proceed with supporting the amalgamation between VNT and AGC Chemical (Thailand) Co., Ltd. ("AGC-TH") to form a new company, namely AGC Vinythai Public Company Limited ("AVT"). The amalgamation and the establishment of AVT was completed on 1 July 2022, and after the share allocation of AVT, the Company effectively holds 27.32% of the ordinary share in AVT.

2