Form 56-1 One Report

2022
Contents
Message from the Chairman 8

01



Business Operations and Operating Results 12
1. Structure and Operations of the Group
2. Risk Management
14
59

3. Pursuit of Sustainbility Corporate Sustainability

Governance 64
4. Management Discussion and Analysis (MD&A) 105
5. General and Other Important Information 120

02 Corporate Governance 124
6. Corporate Governance Policy 126
7. Corporate Governance Structure, Directors,
Subcommittees, Management Employees
and Other 137

8. Highlights of Corporate Governance 154

03 Financial Report 186

Attachments 272
Attachment 1 Profiles of Directors, Executives, Head of finance and 274
accounting, Accounting Supervisor and
Company Secretary
Attachment 2 Directorship of Subsidiaries/Joint Ventures/ 295
Related Companies
Attachment 3 Details of of Head of Internal Audit and 297
Head of Compliance
Empowering
Green Lifestyle
Beyond creating financial value and return on investment, BCPG is
an integrated power generation company and service provider of
smart energy systems.
Focusing on participation, safeguarding the environment,
giving back to society. Together to make the world
a sustainable place.
 GREEN EXPANDED
BCPG continues
to expand its green power
production capacity
in the Asia-Pacific region

Builds confidence.
strength in financial position to
support both short-term and
long-term investment plans.

Continues investments in
large energy storage system
businesses
to manage the use of electricity
generated by Clean energy and to
support future trends.

GREEN INNOVATIONS

GREEN INNOVATIONS
Committed to developing
Cleanenergy innovations to respond
to sustainable energy consumption
and environmentally friendly
lifestyles.

GREEN TARGET
GREEN TARGET
Sets a net-zero carbon goal
by 2030
to extend a balanced world to
future generations.
VISION, MISSION, SPIRIT, GOAL
AND STRATEGY

Vision
VISION
BCPG Public Company Limited (“BCPG” or the “Company”)
and its subsidiaries (altogether called “BCPG group”)
has stated BCPG group’s vision as
“Energizing A Greener and Sunstainable World”

Mission
MISSION
Accelerate energy transition towards sustainable and reliable power through
innovative energy solutions for all.

Spirit
Innovative
Proactively strive for innovation excellence while
maintaining an environmentally-friendly stance
towards change.

Integrity
Value integrity as the core attribute in doing
business, assuring stakeholders of good governance
and transparency.

International
Build a global platform with multi-cultural
adaptability and international synergy.
GOAL AND STRATEGY
By 2025, we will be a prominent renewable energy
player in Asia Pacific with sustainable growth.

Growing through smart investments,

leveraging the strengths of the Group and
long-term relationships with the preferred
partners.

Providing energy as a service,

connecting consumers and communities
through innovative business platforms.

Creating values for the shareholders

as a leading integrated greenergy company
with operational excellence and social and
environmental responsibilities.
 Capacity: BCPG was established in 2015 to become a prominent Asia

1,191.139.5 MW
Pacific renewable-energy player through various
technologies. We value innovation excellence to address
Open for operation: % consumers’ energy consumption while easing environmental
Under development: 60.5% impacts.

Japan
Contractual Capacity:
89.7 MW
1,108.535.2 MW
Open for operation: %
Under development: 64.8%

Lao PDR/Vietnam
344.0 MW
Taiwan
469.0 MW
The Philippines
19.7 MW
Thailand:
186.1 MW

231 Persons
Employment of local labor in
communities around our power
plants across Thailand
476 thousand hours/year
Safety Hours
Management Structure Revenue & Net Profit &
Twelve directors made up of: Earning Per Share (THB million)
Revenue Net Profit Earnings Per Share (Baht)
2022 5,405.2 2,631.9 0.91

3 Directors
1 Non-Executive
Director 8 Independent
Directors
2021 4,668.8 2,010.8 0.76

Return on Equity (ROE) &

Return on Asset (ROA) (%)

7 150
Executives Employees
2022
2021 8.1 3.7
Return on Equity
9.3
Return on Asset
4.6

Dividend Per Share & Dividend

Payout Ratio (THB)

6 5 5
Awards
in 2022
Points for
governance
score
Years in
a row for
ESG100
2022
Dividend Per Share Dividend Payout Ratio

2021 0.33 45.1%

0.36

BCPG’s share price as of December 30, 2022

41.6%

Dividend Yield
Paid-up Capital Dividend Payout Ratio
14,538.4 million 1,044.4 million 3.1%
Total Market Capitalization Highest/Lowest Price in 52 Weeks P/E ratio Free Float
29,658.4 million THB 9.85-13.00 per share 11.5 X 42.4%

2,158 thousand
hours
Cumulative Safety
Hours
34 hours training hours/person/year
• No work-related injuries among employees
• No corruption-related complaints
• No data leak found
Message
from the Chairman
Dear Shareholders
The year 2022 saw BCPG align its business direction with global energy transformation from conventional energy to green and
sustainable energy, as illustrated by the revised vision (“Energizing a Greener and Sustainable World”) to underline an organization
rooted in such energy and poised to pursue a green, sustainable planet.

With this new vision, we all at BCPG now command a new, crucial
mission of earnestly supporting as well as pursuing consumption
of clean energy. We must still value energy security for all sectors,
leading to improved energy management efficiency with due
regard for environmental impacts, which affects global
sustainability. To this end, we follow our strategic plans that stress
investment in clean energy together with new infrastructure and
businesses that accommodate such energy transition, hence our
“Accelerate energy transition towards sustainable and reliable
power through innovative energy solutions for all” mission.

The new vision and mission require BCPG to modify its logo from
one leaf to three leaves, denoting the energy business, innovation
and technology, and overall sustainability, while maintaining the
unique BCPG ID shade. The synergy of three leaves conveys
our secure growth in diverse energy businesses, driven by
innovation and technology to improve all people’s quality of life
while maintaining environmental equilibrium.

This year the Board has set a goal to become the leader in
renewables power generation and green utilities by relentlessly
growing investment in power generation, public utilities, and other
downstream business around the world. To this end, it stresses
secure and sustainable growth in both asset quality and long-term
profitability for investors. The Board has paid full attention to
proper risk management, retention of environmental sustainability,
and delays of impacts leading up to climate change, focusing
particularly on our Net-Zero goal achievement by 2050.

On the part of the Enterprise-wide Risk Management Committee

(ERMC), the commitment is to enable BCPG to command good
corporate governance and to properly manage risks. ERMC
advises internal units to play a role in the development of BCPG’s
risk management system to ensure that BCPG Group is equipped
with complete risk management practices in core activities that
align with the corporate strategic direction and goals of our risk
management plans.

Our Corporate Governance and Sustainable Development

Committee (CGSDC) has benchmarked our CG code and
practices against SEC’s CG Code 2017 and reviewed action
plans for corporate governance, code of conduct, anti-corruption,
and treatment of stakeholders, and advised executives to This year, TRIS Rating revised our corporate and debt instrument
implement communication, nurture transparency aspects of the ratings to “A” with a “Stable” outlook, thanks to our activities
corporate culture, and treat all stakeholders fairly, equitably, and illustrating the significance of BCPG’s support to Bangchak
thoroughly. CGSDC has also steered CSR activities by promoting Group’s strategies for business growth and achievement of the
BCPG’s engagement in assorted activities to improve Net-Zero goal. Apart from these, we have still maintained the
communities around BCPG installations, spanning education, resilience of the revenue streams from power assets, distributed
health and hygiene, religion, culture and tradition, and investment equities in diverse energy sources, and retained
environmental conservation aspects. As a result, BCPG sufficient cash flows for investing activities, as well as the
continually earned certification, including our selection among readiness to generate revenue from projects under development
the ESG100 securities companies with outstanding performance and emerging projects to offset our gradually tapering Adder
in environmental, social, and governance aspects for the fifth revenue.
consecutive year; we gained recognition among the ASEAN Asset
Class group by the ASEAN Corporate Governance Scorecard;
finally, we were selected among the prestigious THSI (Thailand
Sustainability Index) group for the second consecutive year.

This year the Audit Committee (AC) has performed its

energy management efficiency with due regard for
duties with freedom as required by its charter, which environmental impacts, which affects global
had undergone revision to align with the current sustainability. To this end, we follow our strategic plans
situation. The committee conducted prudent reviews that stress investment in clean energy together with
to ensure that BCPG’s financial reports were accurate, new infrastructure and businesses that accommodate
with complete disclosure under financial reporting
standards, commanded a proper internal-control system such energy transition, hence our “Accelerate energy
and risk management, and complied with applicable laws. transition towards sustainable and reliable power
AC has constantly monitored our business for alignment with through innovative energy solutions for all
the current business environment.

The Nomination and Compensation Committee (NRC) has Valuing all aspects of sustainability-economic, social, and
executed its duties with prudence, transparency, and fairness environmental-BCPG organized “Breath of the World” activities
under corporate governance so that BCPG could retain to improve and rehabilitate nature in various areas, while
competent individuals as directors, chief executive officer, upgrading people’s quality of life with innovation and renewables
presidents, and senior management whose compensation is for better surroundings, including forestation in power plants
commensurate with their duties and responsibility and is on a (where we turned an area around power plants into 12 rai of
par with peer listed companies. The bottom line is the interests forest), installation of a solar farm for Bamnet Narong Hospital in
of BCPG and its shareholders. Chaiyaphum, and Edutainment learning activities to cultivate the
Circular Economy concept among students of schools around
As always, the Investment Committee (IC) has treated our our power plants.
investment strategic plans very seriously, stressing investment
in clean energy, infrastructure, and new businesses to sustain On behalf of the Board of Directors, management, and all
global energy transition. IC has also examined investment employees of BCPG, may I therefore express my wholehearted
opportunities proposed by management and continually tracked appreciation to all stakeholders for putting your trust in us as well
investment progress. It has approved key investment projects, as supporting our businesses to develop the national economy
including development of solar farm projects in Thailand under and the ASEAN economy through the years. BCPG remains
the FIT renewables power purchase project for 2022-2030, committed to our corporate governance code with responsibility
development of a solar farm project in Taiwan, and investment for society and the environment, upgrading community residents’
in the Nabas-2 wind power project in the Philippines. IC has also quality of life, and adapting ourselves to the changing world. All
monitored opportunities of and obstacles to international current these activities are meant to pursue international business
and new investment projects, while recommending key factors acceptance of BCPG as a robust and sustainable corporation.
that could affect corporate operations and strategies-whether
economic or financial structure, etc.-to ensure the best interests
of all stakeholders. (Mr. Pichai Chunhavajira)
Chairman
AWARDS AND RECOGNITION 2022
BCPG values sustainable business operations with socio-environmental responsibility while
adhering to good governance. We relentlessly strive to produce innovations in the energy
business and promote technology. In 2022 we garnered awards and achieved prestigious
rankings as well as certifications from leading international institutions and journals,
including Best Clean Energy Community Solutions Southeast Asia 2022 and Innovative Power
Technology of the Year – Thailand.

4
1. Thailand Sustainable Investment (THSI) 2022 4. CFI.co Awards 2022: Best Clean Energy
The Stock Exchange of Thailand Community Solutions
Southeast Asia 2022
2. SET Awards 2022: Outstanding CFI.co
Investor Relations Award (a UK-based business and financial journal)
The Stock Exchange of Thailand
5. Asian Power Awards 2022: Solar Power
3. 2022 ESG100 (five consecutive years) Initiative of the Year- Thailand
Thaipat Institute Asian Power Magazine (Asia’s leading
power and technology publication)

6. Asian Power Awards 2022: Innovative

Power Technology of the Year – Thailand
Asian Power Magazine

6
01
Business Operations and
Operating Results

1. Structure and Operations of the Group

2. Risk Management
3. Driving Business for Sustainability
4. Management Discussion and Analysis (MD&A)
5. General and Other Important Information
STRUCTURE AND OPERATIONS
OF THE GROUP
The Company was established on July 17, 2015, with an initial registered capital of THB 20.0 million. As of
December 31, 2021, the Company posted paid-up capital of THB 14,538.4 billion, made up of 2,907.7 billion
ordinary shares with a par value of THB 5.0 per share. It engages in the investment business and generation
of electricity using renewable energy (renewables) such as solar power, wind power, geothermal energy, and
hydropower. The Group’s total contractual capacity of 1,108.5 MW (the total installed capacity 1,191.1 MW) is
calculated by equity, which consists of
Japan
89.7 MW
Operating: 79.7 MW
Developing: 10.0 MW

1,108.5 MW
Capacity classified
by status
Lao PDR/Vietnam
344.0 MW
Operating: 114.0 MW
Developing: 230.0 MW
Republic of China (Taiwan)
469 MW
Total contractual capacity:
469 MW

Thailand
186.1 MW
Operating: 182.6 MW
Developing: 3.5 MW

Republic of the Philippines

19.7 MW
Operating: 14.4 MW
Developing: 5.3 MW

14 Form 56-1 One Report 2022

Solar Farms (Thailand, Japan and Wind Power Plant Project (Thailand,
Republic of China (Taiwan)) Republic of the Philippines and Lao
Total contractual capacity: 735.8 MW PDR/Vietnam)
(total installed capacity: 817.4 MW) Total contractual capacity 258.7 MW
(total installed capacity 259.7 MW)

Hydroelectric Power Project (Laos

PDR/Vietnam)
Production capacity: 114.0 MW

Operating
390.7 MW
(35.2%)

Developing
717.8 MW
(64.8%)

BCPG Public Company Limited 15

MAJOR CHANGES AND DEVELOPMENTS IN THE PAST 3 YEARS (2020 - 2022)

2020
• January 2020: Signed PPAs for hydropower plants Such allocation of newly-issued shares is set forth as follows:
(Nam San 3A and Nam San 3B) in Lao PDR with (1) Offered up to 250.00 million ordinary shares to existing
Vietnam Electricity (EVN) for 25 years from its shareholders for sale at a ratio of 8 existing shares per
commercial operation date. newly issued ordinary share at a price of THB 11.50
per share.
• February 2020: Invested through a subsidiary in a (2) Facilitated the right to exercise a warrant to purchase
hydropower plant project (Nam San 3B) in Lao PDR up to 178.6 million shares of the Company’s newly
with a capacity of 45.0 MW and agreed to invest in a issued ordinary shares for existing shareholders who
transmission line and substation development project have subscribed and been allotted shares.
(Lao PDR-Vietnam) (3) Conducted private placement for up to 391.5 million
shares at the price of THB 11.5.
• August 2020: Acquired all shares in four solar farms (4) Facilitated the right to exercise a warrant to purchase up
located in Kanchanaburi, Lop Buri, and Prachinburi at to 178.6 million of the Company’s newly issued ordinary
a total contractual capacity of 20.0 MW. shares allotted to pre-selected investors under (3)
(5) Offered up to 283.0 million shares for sale to
• October 2020: Established a joint venture, namely pre-selected investors by assigning the Company’s
Pathumwan Smart District Cooling Co., Ltd., at an Board of Directors to offer the shares for sale at the
investment ratio of 60% to operate the business of current market price and appropriate time.
constructing, installing, and managing district cooling (6) Facilitated the right to exercise a warrant to purchase up
within the commercial Suan Luang-Sam Yan area for to 20.0 million of the Company’s newly issued ordinary
Chulalongkorn University. shares allotted to Company’s directors, executives and
employees, as well as its subsidiaries (2nd BCPG ESOP
• October-November 2020: On October 7, 2020, the WARRANT).
EGM No. 1/2020 passed a resolution to increase the Later in November 2020, BCPG successfully raised its
registered capital by THB 6.5085 million from the capital by THB 7.3758 billion through selling off its newly
original registered capital of THB 10.0 billion to THB issued ordinary shares, in which THB 2.87353 billion
16.5085 billion with the objectives of: (1) investment was from existing shareholders, while THB 4.5023 billion
in a 600-MW wind power plant project in Lao PDR; (2) was from pre-selected investors. The Company issued
partial loan repayment for the purchase of a 20-MW warrants for existing shareholders and pre-selected
solar farm project and partial investment; (3) repayment investors with details as follows:
of loans for the acquisition of Nam San 3A and Nam (1) BCPG issued a total of 178.5 million units of warrants
San 3B hydropower projects, including investment in for existing shareholders, comprising 89.2 million units
transmission lines; and (4) investment in new power of first BCPG warrants (BCPG-W1) and 89.2 million
projects. units of second BCPG warrants (BCPG-W2) (For more
information, please see Issuance of Other Assets).
(2) BCPG issued warrants for the third subscription of
Company’s ordinary shares (BCPG-W3) through
private placement, totalling 178.6 million units (For
more information, please see Issuance of Other Assets)

16 Form 56-1 One Report 2022

2021
• April 2021: The Group won corporate credit rating from • September 2021: BCPG Group successfully issued
“TRIS Rating” at the A- level with a “stable” outlook, Green Bonds to the bond market for the first time
which reflects the stable income from the Group’s power totaling THB 12.0 billion at an average tenor of 8.8
plant assets and the proportion of investment with the years and an average interest rate of 2.97% per
diversification of energy sources as well as revenue year. The objective was to repay the original loan in
generation from new projects to compensate for the a geothermal power plant project and use it for the
gradual decrease in Adder income. In July 2021, the development and investment of the Group’s solar farm
Group won credit rating of its THB 10 billion of senior projects in the future. In addition, the bonds of BCPG
unsecured debenture at “A-“, given by TRIS Ratings. had been reviewed by the world’s leading independent
expert, DNV, which confirmed that the Group’s funding
• May 2021: Established an indirect subsidiary,
namely Indochina Development and Operation Holdings
Limited, in the Republic of Singapore with a registered
capital of up to SGD 200,000 to conduct the investment
business.

• May 2021: BCPG invested in Pre-Series A in

Energy Response Co., Ltd. or “Enres”, a Thai startup
developer of energy management software with a
real-time intelligent machine that will analyze and audit
power quality and behavior of energy consumption of
machinery and equipment in an organization.

• July 2021: Invested in convertible bonds of VRB

Energy Inc., a Cayman Islands holding company with
subsidiaries in the People’s Republic of China. VRB framework for environmental projects had complied with
Energy engages in research, development and the Green Bond Principles and ASEAN Green Bond
distribution of Vanadium Redox Flow energy storage Standards. Moreover, it was certified by the Climate
systems. The investment total was up to USD 24 million. Bonds Initiative (CBI), an organization that promotes the
environment through European equity markets, that the
• July 2021: IEAD (an associate of the Company) signed bonds followed CBI’s Climate Bonds Standard
a Power Purchase Agreement (PPA) for wind power
plant projects with the contractual capacity of 600.0
MW at Sekong and Attapeu Provinces, Lao PDR, with
Vietnam Electricity for a period of 25 years from the
commencement of commercial power purchases. IEAD
is developing a wind power plant project to produce and
sell green energy through a 500-kV transmission line to
Da Nang, the Socialist Republic of Vietnam (“Vietnam”)

BCPG Public Company Limited 17

2021 2022
• January 2022: BCPG Group announced additional
• October 2021: The Group signed a Memorandum of development of solar farm projects in the Republic of
Understanding (MOU) for an exclusive partnership China (Taiwan) with a total developing capacity of 357
with Keppel New Energy Pte. Ltd., a company in the MW, and with the existing solar farm project announced
Keppel Infrastructure Group, a world-class intelligent in November 2021, the total capacity was now 469 MW.
infrastructure development expert from Singapore.
This cooperation was to further engage in the smart • February 2022: BCPG Group disposed of 33.33%
city development business in Thailand to ensure its shares in Star Energy Group Holdings Pte. Ltd.
integrity and comprehensiveness in terms of energy and (“SEGHPL”) valued at USD 440.0 million, or THB
the environment. It also included business investment 14.5669 billion (based on exchange rate of THB
in structure and centralized management of cooling 33.1/USD), to Springhead Holdings Pte. Ltd.
systems (Cooling-as-a-Service), EV charging stations. SEGHPL invested in a geothermal
These represented solution development to balance power plant project with a total installed
carbon emissions into the atmosphere and support the capacity of 820 MW or 181.5 MW in equity capacity.
goal of reducing carbon dioxide emissions to net zero
by 2065-2070 according to the national energy plan on • March 2022: Solar farms in Japan, namely t h e
solar power projects. Komakane Project (25 MW) in Nagano
Prefecture and the Yabuki Project (20 MW) in
• November 2021: The solar farm plant, Chiba 1 Japan Fukushima Prefecture came into commercial operation.
Project, with a capacity of 20.0 MW and an electricity
purchase rate of JPY 36 per unit, was commercially • April 2022: BCPG Group won corporate credit and
operated. bond rating from TRIS Rating at “A–“ with a “Stable”
outlook. In October 2022, the Group earned a higher
• November 2021: A solar power plant project installed corporate credit and bond rating at “A” with a “Stable”
on the roof of Chiang Mai University (75% equity held outlook.
by a BCPG subsidiary) with a total generating capacity
of 7.7 MW and under a contract period of 20 years, • August 2022: BCPG Indochina Co., Ltd. (BIC),
came into operation. a subsidiary of BCPG, invested in Laos-based
• November 2021: Established an indirect subsidiary, Nam Tai Hydropower project by acquiring 25%
BCPG Formosa Co., Ltd., in the Republic of China common shares of Nam Tai Power Sole Co., Ltd.,
(Taiwan) with registered capital of TWD 82 million to
invest in 170.0 MW renewables power projects.

18 Form 56-1 One Report 2022

 from Phongsubthavy Group Sole Co., Ltd., to obtain Oil Terminal: consisting of (1) 16 oil tanks with a
50% of economic rights in the 220-kV transmission total capacity of more than 480 million liters of oil,
line system and substation, which connected with the (2) three 16-inch oil pipeline, and (3) 16 onshore fuel
transmission system of Vietnam Electricity (on the Laos and distribution ports. Currently, the business is in the
Vietnam border), including the right to sell electricity from process of expanding and construction by adding four
other nearby renewables power projects to Vietnam. oil tanks with a total capacity of more than 230 million
Payment of this USD32-million investment will be made by liters and two 20-inch oil pipelines.
power customers-debtors of Electricite Du Laos (EDL).
Seaport Business: The port can accommodate ships of
• October 2022: The Yabuki solar farm project in Japan up to 30,000 DWT and two ships at a time. The port is
entered into a secured long-term loan agreement with under expansion to accommodate 120,000 DWT and
financial institutions totaling JPY 10.900 billion. up to five ships at a time.

• December 2022: BCPG acquired all ordinary

shares of Asia Link Terminal Co., Ltd. (a subsidiary
of Pan Asia Storage and Terminal Co., Ltd.) under a
conditional agreement worth THB 9.000 billion, and
expected to commence its investment in March 2023.

Asia Link Terminal Co., Ltd. operates an oil

terminal and a seaport business in Phetchaburi
Province, covering about 150 rai of land, a
portion of which was registered as Free Trade Zone.

BCPG Public Company Limited 19

LEVERAGE OF FUNDING
In November 2020, the Company raised its capital by selling off its stakes to existing shareholders and through private
placement, obtaining THB 7,375.78 million (after deducting the fee for capital increase registration). In 2021-2022, the
respectively Company has determined to exercise the rights under the BCPG-W1 and BCPG-W2 for 6 times and 3 times,
the exercise price is THB 8.0 per share, equivalent to THB 2,135.8 million, therefore, the amount received from the capital
increase until December 31, 2021, total THB 9,511.3 million. In this regard, such fund shall be invested in project operations
(both domestic and overseas), project improvement, and loan repayment detailed as follows:
Unit : Million Baht

The
amount Amount Balance as of
received
Expenses Amount spent December 31, 2022
from the 2021-2022
capital
increase
1. Investment in a wind power plant project with a capacity 3,570 704
of 600 MW in Lao PDR.
2. Partial repayment of loans to financial institutions 1,210 1,210
for the purchase of solar power plant projects at
the total contractual capacity of 20 MW in Thailand,
including payment for the remaining project purchases
and investments to improve project efficiency and
maintenance. 9,511 4,259
3. Partial repayment of loans to financial institutions 1,870 1,870
for the acquisition of Nam San 3A and Nam San 3B
hydroelectric power projects with a total capacity of
114 MW, including investment for the installation of
additional transmission lines.
4. Investment in power plant projects both domestically
3,700 1,468
and internationally
Total 10,350 9,511 5,252 4,259

20 Form 56-1 One Report 2022

Nature of Business
Revenue Structure
In 2022, the revenue from our renewable power business accounted for 71.2% of the total revenue as follow

2020 2021 2022

Revenue Source THB THB THB
% % %
Million Million Million
1. Revenue from sale of electricity
Revenue from electricity base tariff 838.6 18.7 907.4 19.0 1,032.2 13.6
Revenue from Adder 2,036.3 45.5 2,157.4 45.2 1,889.0 24.9
Revenue from Feed-in-Tariff (FiT) 1,323.1 29.6 1,558.0 32.6 2,426.2 32.0
Service revenue 32.6 0.7 46.0 1.0 57.8 0.8
Total revenue from sale of electricity 4,230.7 94.5 4,668.8 97.0 5,405.2 71.2
2. Investment income (1) 18.5 0.4 49.0 1.0 137.6 1.8
3. Other income (2) 226.4 5.1 57.1 1.2 2,046.6 27.0
Total revenue 4,475.6 100.0 4,771.9 100.0 7,589.4 100.0
Notes:
(1)
Investment income includes interest income
(2)
Other income includes gains from exchange rates (forex) and insurance claims.

BCPG Public Company Limited 21

Product and Service Information
The nature of business of BCPG Group is the investment in renewable energy projects in Thailand and overseas, with
details as follows.

1. Power Projects in Thailand 2. Solar Power Projects inJapan

Solar power projects with a total contractual A total of nine solar power projects in Japan with a total
capacity of 161.0 MW and a total installed capacity contractual capacity of 89.7 MW (total installed capacity
of 215.0 MW: of 117.3 MW) under a 20-year PPA and FiT pricing of
• Solar power (solar farm) projects operated by JPY 32-40/kWh.
BCPG: Total contractual capacity of 38.0 MW • Eight projects already under COD including
under a 25-year Power Purchase Agreement Takamori, Nakatsugawa, Nojiri, Tarumizu,
(PPA) and fixed THB 8.0 per kilowatt-hour Gotemba, Komakane, Yabuki and Chiba; 79.7 MW
(kWh) pricing (base tariff + Ft + Adder) for the total contractual capacity.
first 10-year period. • One project under development, Chiba 2, with a
• Solar power projects operated by BCPG’s total contractual capacity of 10.0 MW.
wholly owned subsidiaries, directly and
indirectly, including BSE, BSE-BRM, 3. Power Projects in Lao PDR
BSE-BRM1, BSE-CPM1, BSE-NMA, 3.1 Two hydropower projects in Lao PDR with a total
BSE-PRI, KAN, KAN-1 and LOP: total contractual 114.0 MW contractual capacity under a 27-year
capacity of 95.0 MW under a 25-year PPA and PPA effectively from the first sales metering and
fixed THB 8.0/kWh pricing (base tariff + Ft + average price of USD 0.067 USD/kWh. Both
Adder) for the first 10-year period. projects are operated by Nam San 3A Sole Co.,
• Ground-mounted solar farm projects providing Ltd. And Nam San 3B Sole Co., Ltd.
electricity for agricultural cooperatives with a
total contractual capacity of 17.0 MW under
a 25-year PPA and Feed-in-Tariff (FiT) pricing
of 5.66 THB/kWh. Three projects operated by
BSE-PRI, a wholly owned subsidiary of BCPG,
and another project operated by CPRS.
• Two ground-mounted solar farm projects
for government offices and agricultural
cooperatives, stage 2, under the Royal
Patronage of His Majesty the King’s War
Veterans Organization of Thailand with a total
contractual capacity of 8.9 MW under a 25-
year PPA and Feed-in-Tariff (FiT) pricing of
4.12 THB/kWh.
• An integrated ground-mounted and floating
solar farm operated by the Company for a
private industry with a 2.1-MW generating
capacity under a 25-year PPA and a base
tariff + Ft with discount pricing.

22 Form 56-1 One Report 2022

 In addition, BCPG Indochina Co., Ltd. (BIC), a 4. Power Project in the Republic of China
wholly owned subsidiary of BCPG, has invested in (Taiwan)
the Nam Tai Hydropower project in Lao PDR. The With an initial registered capital of TWD 82 million,
investment was granted a 50% Economic Right in BCPG Formosa Co., Ltd. was founded in November
the 220-kilovolt transmission line project and Nam 2021 to invest and develop renewable power projects
Tai power substation connecting with the Electricity in Taiwan. BCPG Group kicked off a development
of Vietnam (EVN) transmission line, plus rights of plan of solar farm projects with a total generating
sale of power generated by renewable sources in capacity of 469 MW under a 20-year PPA after COD.
the vicinity. The acquisition of project sites and business license
are underway.
3.2 A wind farm project located at Xekong and Attapeu
provinces, Lao PDR, with a contractual capacity of
600 MW. BCPG jointly invested with IEAD. BCPG’s
equity equals its investment, which is 230 MW. The
project includes power generation and distribution
to Danang, the Socialist Republic of Vietnam, via
a 500-kilovolt transmission line, under a 25-year
contract term from COD. The project is under
construction phase in 2023.

BCPG Public Company Limited 23

Renewable Power Projects in Thailand
Nature of Power Generation Business in Thailand contractual terms and a total equity capacity of 18.2 MW,
BCPG Group operates and distributes power from solar with a discounted price of base tariff + Ft.
energy in Thailand under three types of PPA.
A separate PPA is with the Provincial Electricity Authority
The first type of PPA is under Adder subsidy for (PEA) on windfarm power, Lomligor Windfarm Power Project.
ground-mounted solar farm power at a fixed price of It is a non-firm agreement with a contractual capacity of
8.0 THB/kWh for the first 10-year period, effectively from 9.0 MW under a five-year contractual period and renewable
the COD. There are 15 contractual agreements under for another five years. The pricing, effective immediately
this scheme with a total contractual capacity of 133.0 MW. after COD, is THB 3.50/kWh for the first 10 years with an
Adder incentive. The Group plans to renew the agreement
1) One PPA is with the Electricity Generating Authority until the nominal 25-year period.
of Thailand (EGAT) under an SPP (Small Power Producer)
program with a contractual capacity of 300 MW. The other
14 are with the Provincial Electricity Authority (PEA) with a
total contractual capacity of 103.0 MW under the VSPP (very
small power producer) program. 2) All these 15 agreements
are ‘non-firm’ with a contractual term of five years with a
renewable option for another five years. The Group plans to
renew all these agreements at the renewable periods until
the nominal contractual period of 25 years.

All these agreements are under the pricing of 8.0 THB/kWh

for the first 10-year after the COD. The pricing includes base
tariff, Ft and Adder. In 2022, additional price incentives
were received from seven projects with a total contractual
capacity of 125 MW.

The second type of PPA is the ground-mounted solar farm

power for government offices and agricultural cooperatives
under the Feed-in-Tariff (FiT) scheme with the Provincial
Electricity Authority (PEA). There are six agreements under
this scheme. The first four, with a total contractual capacity
of 17.0 MW and 5.66 THB/kWh pricing under a 25-year
contractual term, were already operating. The other two
are for ground-mounted solar farm projects for government
offices and agricultural cooperatives, and the War Veterans
Organization of Thailand under the Royal Patronage of His
Majesty the King. These two projects are under a 25-year
PPA with a total contractual capacity of 8.9 MW and 4.12
THB/kWh pricing.

The last type of PPA is with the private sector including

floating, ground-mounted, and solar rooftop with 15-25-year
24 Form 56-1 One Report 2022
BCPG Group’s Power Project Sites in Thailand

Lobburi Chaiyaphum
Muang 5.0 MW Bamnet Narong-1 8.0 MW
Bamnet Narong 16.0 MW
Nakohon Ratchasima
Dan Khun Thot 8.0 MW
Kanjanaburi
Thamuang 3.9 MW
Bo Phloi 10.0 MW

Buriram
Ang Thong Nong Ki 8.0
MW
Cooperative Solar Pra Khon Chai 8.0
MW
Wiset Chai Chan
5.0 MW Prachinburi

Phra Nakorn Si Ayutthaya

Kabin Buri 16.0 MW
Bang Pa-in 40.1 MW
Cooperative Solar Saraburi
Bang Pa-In 5.0 MW Phra Phatthabat 8.0 MW
Cooperative Solar
Phra Nakhon Si Ayutthaya 2.0 MW
Bang Pahan 16.0 MW
Nakhon Si Thammarat
Pak Phanang 9.0 MW
Project in Operation
Remark : Excluded Solar rooftop
Contracted Installed

22.50 MW
170.0 MW

BCPG Public Company Limited 25

Tax Incentives for Power Projects in Thailand
All BCPG’s solar farm and wind farm power projects are under investment promotion by the Board of Investment (BOI),
with tax incentives as follows.

2022 Promotional Privileges Las

Total
Project Name Investment Promotion Promotion Generating
Certificate No. Card Holder Capacity
(MW)
BCPG 1 59-0267-0-12-2-2(1) BCPG 41 Jul. 2025 Jul. 2020

BSE-BNN 1828(1)/2555 BSE 16 Mar. 2026 Mar. 2022

and 1829(1)/2555
BSE-BPH 1830(1)/2555 BSE 16 Apr. 2026 Apr. 2023
and1831(1)/2555
BSE-BRM 2506(1)/2556 BSE-BRM 8 Mar. 2020 Mar. 2027 Mar. 2024

BSE-BRM 1 2507(1)/2556 BSE-BRM 1 8 Apr. 2020 Apr. 2027 Apr. 2024

BSE-CPM 1 2505(1)/2556 BSE-CPM 1 8 Apr. 2020 Apr. 2027 Apr. 2024

BSE-NMA 2508(1)/2556 BSE-NMA 8 Apr. 2020 Apr. 2027 Apr. 2024

BSE-PRI 2503(1)/2556 BSE-PRI 16 Apr. 2020 Apr. 2027 Apr. 2024

and 2504(1)/2556
BSE-PRI (CWSC) 59-1212-1-00-1-0 BSE-PRI 5 Dec. 2024 Dec.2029 Apr. 2022

BSE-PRI (CAYA) 59-1246-1-00-1-0 BSE-PRI 2 Dec. 2024 Dec. 2029 -

BSE-PRI (CBPI) 59-1211-1-00-1-0 BSE-PRI 5 Mar. 2025 - -

BCPG (WPPB) 61-0519-1-00-1-0 BCPG 5 Jul. 2026 - -

BCPG (WTMG) 61-0520-1-00-1-0 BCPG 3.94 Jul. 2026 - -

KAN 1214(1)/2555 RPV 6.0 Oct. 2025 Oct. 2022

KAN 1 1215(1)/2555 JKR 5.0 Oct. 2025 Oct. 2022

LOP 1515(1)/2556 LOP 5.0 Feb. 2022 Feb. 2029 Feb. 2024

CPRS 59-1568-1-00-1-0 CPRS 4.999 Dec. 2024 - -

LLG 59-1518-1-00-1-0 LLG 10 Apr. 2027 - -

Solar Farm Wind Farm

Exemption from corporate income tax on net profit generated by the business for a period of 8 years, starting from the date earning income from such business
(expiration of rights)
Receive corporate income tax deduction at 50% of the normal rate for 5 years, after 8-year exemption from corporate income tax on net profit (Expiration of Rights)
Allowed to deduct twice the amount of transportation, electricity and water costs for a period of 10 years from the date of generating revenue from business operations.

Note :
(1)
Such investment promotional certificate is a transfer of remaining rights and benefits under Investment Promotional Certificate No. 5047(1)/2555 dated September 21,
2002, from BCP to the Company.

26 Form 56-1 One Report 2022

Market and Competition in Thailand
Power Business Structure in Thailand

The power business structure in Thailand is the Enhanced Single-Buyer (ESB) scheme with EGAT serving as the sole buyer
that transmits electricity for sale to the distributors, Metropolitan Electricity Authority (MEA) for Bangkok Metropolis and vicinity,
and Provincial Electricity Authority (PEA) for the remaining provinces of the country.

Power Industry Trend in Thailand

Under the Power Development Plan. 2018-2537, known as PDP2018 Revision 1, Thailand will have a 77,211MW
contractual power capacity. As of October 2022, the total contractual power capacity was 53,370 MW.

The Russian-Ukraine war erupted in 2022, causing the cost of fuel for power generation, especially natural gas, which is
the primary fuel for power generation in Thailand, to jump, leading the Ft to rise from 1.39 satang/unit earlier in the year to
93.43 satang/unit by the year-end. The Ft is expected to continue increasing into 2023.
Base
Forecast, Forecast, Forecast,
Fuel Type Unit tariff, Nov.
Jan.-Apr. 2022 May-Aug. 2022 Sep.-Dec. 2022
2015
Natural gas from all fields, THB/million BTU 289.30 376.46 422.36 481.98
incl. pipeline tariffs
Fuel oil THB/liter 15.20 18.20 19.08 20.50
Diesel THB/liter 25.86 22.17 25.80 28.13
Lignite (EGAT) THB/ton 569.70 693.00 693.00 693.00
Imported coal THB/ton 2,825.70 2,877.69 3,678.74 4,052.74
Exchange rate THB/USD 33.00 33.20 34.40
Ft, retail sale satang/unit - 1.39 24.77 93.43
Source: Energy Regulatory Commission (ERC)

The energy market for the first nine months of 2022 was up by 4.4% due to higher consumption led by the industrial sector
that accounted for 45% of the total, equivalent to a 3.9% increase from the economic expansion following higher production.
The energy consumption of the business sector accounted for 23%, up 11.6% following the subsidence of Covid-19. The
2022 total peak demand from all three electricity authorities stood at 33,177 MW on April 28, 2022 at 14:30 hours, up 6.9%
from the previous year. This peak demand was higher than the pre-Covid period due to greater demand from the industrial
and business sectors, while the household consumption, led by Work from Home, was down.

BCPG Public Company Limited 27

Renewable Power Industry Trend in Thailand
Since 1989, the Ministry of Energy has continued to promote the policy for more roles in the power generation, especially
from renewable-energy sources, for more public participation to distribute power to all remote areas throughout the
country, reducing energy loss in the system and reducing state investment in large power plant construction. The overall
generating capacity from renewable energy sources has been growing continuously, driving the energy policy to allocate
more power from renewable energy sources from 19,684 MW to 29,411 MW by 2037 as stipulated in the Alternative Energy
Development Plan 2018 (AEDP 2018).
Contractual Generating Capacity (MW)
Renewable Energy Power Plant 2022 (as of Sep.) 2037
1. Solar farm 3,037 12,139
2. Floating solar farm 45 2,725
3. Biomass 3,698 5,790
4. Wind farm 1,545 2,989
5. Biogas 597 1,565
6. Community waste 363 900
7. Industrial waste - 75
8. Small-scale hydropower 192 308
9. Large-scale hydropower 2,918 2,920
TOTAL 12,431 29,411
Source: Department of Alternative Energy Development and Efficiency, Ministry of Energy
In September 2022, the Energy Regulatory Commission (ERC) announced the Feed-in-Tariff (FiT) for renewable energy for
the 2024-2030 period, for the zero fuel-cost as follows.

Selling Capacity (MW) as of SCOD

Electricity Price
Fuel Type 2024 2025 2026 2027 2028 2029 2030 Total
(THB/unit)
Biogas (Sewage/Waste) 2.0724 - - 75 75 75 70 40 335
Wind 3.1014 - 250 250 250 250 250 250 1,500
Ground-mounted solar, 2.8331 100 100 100 100 200 200 200 1,000
including battery (BESS)

Ground-mounted solar 2.1679 190 290 258 440 490 310 390 2,368

Source: Energy Regulatory Commission (ERC)

In addition, a new power development plan for 2022-2037 (PDP2022) has been completely prepared by the Energy Policy
and Planning Office (EPPO) and is ready for submission to the Ministry of Energy. Additional increase from renewable
and alternative energy sources and new technologies are proposed in the Alternative Energy Development Plan such as
demand for blue hydrogen by 20% to replace natural gas in gas-fired power plants, expected to take place after 2030 or
the latter 10-year period of the new (FiT) plan.
28 Form 56-1 One Report 2022
Solar Power Projects in Japan
Nature of Power Business in Japan 3. One project with Chubu Electric Power Company,
BCPG Group now operates eight COD solar power proj- Komakane, located in Nagano Prefecture. The project
ects in Japan with a total contractual capacity of 79.7 MW is under a 25-MW contractual capacity agreement with
(installed capacity of 104.3 MW), all under a 20-year PPA, a fixed FiT pricing of 36 JPY/kWh for the entire 20 years
effective from the first COD. These agreements include: after COD.
4. Yabuki project, located in Fukushima Prefecture, is
1. Takamori, Nakatsugawa, Nojiri, and Tarumizu projects under a 20-MW contractual capacity agreement with
on Kyushu Island with a total contractual capacity of fixed FiT pricing of 36 JPY/kWh for the entire 20 years
10.7 MW. Kyushu Electric Power Company is the buyer after COD. Tohoku Electric Company is the sole buyer.
under the PPA with a fixed FiT pricing of JPY 40/kWh In addition, BCPG Group is now developing another
for the entire 20 years, effective from the first sales project Chiba 2 (Kichisawa). The project is under
metering. construction with a contractual capacity of 10.0 MW and
2. Two projects with Tokyu Electric Power Company. The fixed FiT pricing of 32 JPY/kWh.
Gotemba project, located in Shizuoka Prefecture, is
under a 4-MW contractual capacity agreement with a
fixed FiT pricing of 32 JPY/kWh for the entire 20 years,
effective from the first sales metering. The Kichisawa
project, located in Chiba Prefecture, is under a 20-MW
contractual capacity agreement with a fixed FiT pricing
of 36 JPY/kWh for the entire 20 years after COD.

Locations of The Power Plant

Contracted Projects Installed

89.7
MWppa
117.3MW
Yabuki
Komagane 20.0 MW
88.9% 85.2% 25.0 MW
11.1% 14.8% Chiba 1&2
30.0 MW
Takamori Gotemba
1.0 MW 4.0 MW
Nojiri Nakatsugawa (0.7),
0.9 MW Tarumizu (8.1)
8.8 MW
Project in Operation Project under construction

BCPG Public Company Limited 29

Market and Competition in Japan

Power Business Structure in Japan

Since 1995, the Government of Japan has continuously supported power industry liberalization to promote fair and transparent
competition. The present power business structure in Japan comprises three main systems: (1) power generation system,
(2) transmission, distribution and management of the power network or grid system, and (3) sales and marketing system.
There are 10 private power operators providing all three power business systems in each region: each with responsibilities
to provide electricity from generation to transmission and distribution to all end users within the region.

Hokkaido Electric
10 Private Power Operators in Japan, Power Co., Inc.

by region

The Kansai Electric

Power Co., Inc. Hokuriku Electric
Power Co. Tohoku Electric
Power Co., Inc.
The Chugoku
Electric Power Co., Inc.
Tokyo Electric
Power Co. Holding Inc.

Kyushu Electric Chubu Electric

Power Co., Inc. Power Co., Inc.

Shikoku Electric
Power Co., Inc.
The Okinawa Electric
Power Co., Inc.

30 Form 56-1 One Report 2022

Renewable Power Industry Trend in Japan
In October 2021, the Ministry of Economy, Trade and Industry of Japan (METI) promulgated the 6th National Strategic
Energy Plan to comply with the national target on carbon emission reduction by 46% before 2030 and to achieve a carbon
neutrality target before 2050. As of 2021, the market share of power from renewable energy sources compared with the
6th National Strategic Energy Plan is summarized as follows.

Targeted renewable
As of 2021 energy market share in
2030 under the 6th Plan

Renewable Energy

Wind 1% 5%
Solar 8% 14-16%
Biomass 2% 5%
Geothermal 0% 1%
Hydropower 8% 11%
Total 19% 36-38%
Source : METI & ISEP

The continued effort to reduce power generation costs from clean energy sources resulted in an amendment to the Renewable
Energy Laws and Regulations dated April 1, 2022. The amendment also focused on pricing mechanisms to better reflect
market demand and supply. The newly introduced Feed-in Premium (FIP) would replace the Feed-in Tariff (FiT), with the
‘premium’ moving in line with factors in the pricing formula stipulated in the law.

One reason for the amendment of laws and regulations was the significantly rising cost of power generated from fuels and
renewable sources, especially when competing with nuclear sources following the rapid rises of energy prices worldwide.
One solution the Japanese Government is pursuing this is to connect power from clean energy sources with the national
storage and transmission systems. This is to enhance power supply reliability by solving the main issue of generating
power from solar and wind with capacities not meeting the actual demand.

Moreover, the government plans to allocate responsibility of the generator-side wheeling charge and the decommissioning
cost to the power producer from the deduction of revenue during the last 10 years of the contract term.

BCPG Public Company Limited 31

Hydropower Projects in Lao PDR
Nature of Power Business in Lao PDR
BCPG Group has two commercial power projects in Lao PDR, namely Nam San 3A and Nam San 3B, with a total contractual
capacity of 114.0 MW. The PPA is with Electricite du Laos (EDL) with a take-or-pay condition and an average price of USD
0.065/kWh through the 27-year contract term.

Nam San 3A (69.0)

Nam San 3B (45.0)

114.0 MW
Project in Operation

The hydropower projects include construction of a concrete gravity dam over the run-off river, meaning a river with a
continuous discharge of water with no long-term storage and release of water, for water storage at heights to run
the turbines and power generators at the lower altitude tail-end.

During 2022, BCPG Group entered a joint investment to construct and lay power transmission lines from Tha Thom, Lao
PDR, to Tuong Duong, Vietnam, for completion within 2022. The PPA with EDL is slated to be replaced by the PPA with
EVN for power generated from Nam San 3A and Nam San 3B hydropower plants to a 25-year period at an average price
of 0.0695 USD/kWh. The actual power transmission is scheduled for Q1 2023.

32 Form 56-1 One Report 2022

Market and Competition in Lao PDR

Power Business Structure in Lao PDR

EDL is the sole state enterprise under the supervision of the Ministry of Energy and Mines, tasked with responsibility to
supervise and operate power generation and transmission within and outside Lao PDR. EDL commands some generation
capacity and is the major shareholder of EDL-Gen, the largest power producer in Lao PDR. EDL also owns transmission
and distribution systems and manages the power system in Lao PDR.

Renewable Power Industry Trend in Lao PDR

With a mountainous topography, Lao PDR is known to become a ‘battery for ASEAN’ due to staggering potential of
hydropower generating capacity. The country is therefore attractive to foreign investors for hydropower investment for
domestical and international sale of power.

Key energy policies in Lao PDR include:

1. Target to have power produced from renewable energy sources equal to 30% of the total demand of power by 2020.
2. Target allocation of power from various energy sources with 65% from large hydropower, 30% from coal, and 5% from
renewable sources.
3. Target to control power generating costs from solar, wind and biomass at up to 90% of the hydropower generating
cost in the dry season.
4. Target to have an electrification rate of 98% by 2025 and 100% by 2030.
5. Target to have 15% of the reserve margin above the peak power demand.

Table illustrating power potential and targeted generating capacity of renewable power to
achieve the 30% market share target
Potential generating
Renewable Energy 2025 Target (MW)
capacity (MW)
small power plants (< 15 MW) 2,000 400
Solar 511 33
Wind > 40 73
Biomass 938 58
Natural Gas 313 51
Waste 216 36
Geothermal 59 -
Source: Renewable Energy Development Strategy Oct 2011

Most power projects invested in Lao PDR are for export through 33 cross-border stations. Additional 11,000 MW hydropower
generation projects are under development, bringing the total national generating capacity to 21,000 MW to cope with rising
domestic demand and export to various countries in the region under the power purchase memorandum of understanding
(MOU), including 9,000 MW with Thailand, 6,000 MW with Cambodia, 5,000 MW with Vietnam, 300 MW with Myanmar, and
300 MW with Malaysia. To reduce the state capital and promote cross-border sales, the government promotes investment
schemes for engineering procurement and construction (EPC) and Build-Operate-Transfer (BOT).

BCPG Public Company Limited 33

Structure of Revenue from Sales of Electricity by Project Type
Sales revenue by project type, as of December 31 of 2020, 2021 and 2022 as follows:

2020 2021 2022

Type of Income THB THB THB
% % %
Million Million Million
1. Total Power Plant Projects in Thailand 2,982.8 70.5 3,168.4 67.9 3,098.0 57.3
2. Total Wind Projects in Thailand 73.3 1.7 83.6 1.8 72.1 1.3
3. Total Power Plant Projects in Japan 191.1 4.5 245.5 5.3 996.1 18.4
4. Total Power Plant Projects in Lao PDR 948.4 22.4 1,125.4 24.1 1,178.4 21.8
5. Revenue from maintenance services and other 35.2 0.8 46.0 1.0 60.6 1.1
operations
Grand Total 4,230.7 100.0 4,668.8 100.0 5,405.2 100.0

Power Generating Capacities and Production Volumes

At year-end 2022, BCPG Group’s contractual generating capacity stood at 376.4 MW, commercially sold to domestic and
international markets described by timing and generating technology as follows.
1. Solar farm projects with 4-5 hours/day generating period, depending upon the sunlight intensity of each geographic
area.
2. Windfarm and hydropower projects with 24-hour generating period, depending on the wind speed and volume of water
in each project area.

Production Capacities and Production Volumes of BCPG Group

Renewable Energy 2020 2021 2022
Power Plant Projects in Thailand
: Contractual Capacity (MW) 173.2 175.1 182.7
: Total Volume of Production (Million kWh) 302 330 338
Power Plant Projects in Japan
: Contractual Capacity (MW) 17.4 34.7 79.7
: Total Volume of Production (Million kWh) 17 22 105
Power Plant Projects in Lao PDR
: Contractual Capacity (MW) 114 114 114
: Total Volume of Production (Million kWh) 453 523 505
Total
: Contractual Capacity (MW) 303.8 323.8 376.4
: Total Volume of Production (Million kWh) 772 875 948

34 Form 56-1 One Report 2022

Power Generation Process
Solar Power Generation Process
All the current solar power plants operated by BCPG Group rely on the solar cell technology or photovoltaics to directly
convert solar energy into electrical energy, as described by the following illustration.

Diagram describing ground-mounted solar power generation with photovoltaic technology

PV Module DC Combiner Box Inverter Transformer

Grid Electricity Meters Switch Gear Ring Main Unit

(RMU)

Wind Power Generation Process

The current wind farm power plants of BCPG Group are onshore wind turbines with a three-blade horizontal axis structure,
installed in directions and heights to optimize the wind direction and speed. Three major components, namely blades,
generator bearing, and electricity generating control system, are connected as shown in the following diagram.

Diagram describing wind power generation with horizontal wind turbines

Turbine Generator Converter Transformer

Grid Electriaty Switch Gear

Meters.

BCPG Public Company Limited 35

Hydropower Generation Process
The current hydropower plants of BCPG Group are run-of-river power plants with concrete gravity dams constructed across
the river for water storage sufficiently to run the turbines and power generators located at the tail-end of dams, as shown
in the following diagram.

Concrete Surge Shalf Penstock Tubine Main Transformer

Gravity Dam & Butterfly Valve & Generator & Transmission Line

Reservoir

Tunnel River

36 แบบ 56-1 One Report ปีี 2565

Future Investment Projects
Solar Power Project in the Republic of China (Taiwan)
Nature of Power Business in the Republic of China (Taiwan)
BCPG Group plans to invest up to 469.0 MW generating capacity of solar power plant projects in the Republic of China
(Taiwan). Two separate types of projects are:

1. Indoor fishery solar rooftop project, covering 70% of

the total operating area under a 20-year contract term
after COD.

2. Outdoor fishery ground-mounted solar farm,

covering under a 20-year contract term after COD.

Project Details
Scheduled
Generating Commercial
Project Name Project Type Location Capacity (MW) Operation Date
(SCOD)
MB-1 Outdoor Fishery Tainan 58 2024
MB-3 Outdoor Fishery Kaohsiung 31 2024
MB-4 Indoor Fishery Chiayi and Tainan 20 2024-2025
MB-9 Solar farm, Outdoor Kaohsiung and Yunlin 276 2024-2025
Fishery
MB-10 Indoor Fishery Pintung and Chiayi and Yunlin, 84 2023-2024
andTaina

BCPG Public Company Limited 37

Marketing and Competition in Taiwan

Taiwan Power Company, Taipower, is a state-owned electric power entity purchasing electrical power from all producers
and manages distribution through transmission grid system to all power users under the Taiwanese power business structure.
Because of the nuclear-free homeland policy, the country is set to completely abandon the use of nuclear power by 2025.
The national power portfolio shift can be illustrated as follows.
Percentage of power by type of energy

2021 2025
Nuclear-Free
Homeland
Energy Type

Renewable 6% 20%
Natural gas 34% 50%
Coal 44% 30%
Nuclear 10% 0%
Others 6% 0%
Source: Bureau of Energy, Ministry of Economic Affairs (MOEA)

Taiwan has set targets for each type of renewable energy and technology to be achieved by 2025 as follows.

Installed Capacity Targeted Installed capacity

Energy Source by 2021 (MW) by 2025 (MW)
Hydropower 2,094 2,150
Onshore Windfarm 1,200
1,062
Offshore Windfarm 3,000
Solar farm 7,700 20,000
Geothermal 4.5 200
Biomass 724 813
Fuel Cells - 60

Total 11,584 27,423

Source: Bureau of Energy, Ministry of Economic Affairs (MOEA)

38 Form 56-1 One Report 2022

Solar Power
The Republic of China (Taiwan) is one of the countries with the highest growth of solar power projects, since it is the world’s
second-largest solar PV cell producer. Investors can procure the entire range of solar power plant equipment in Taiwan.
With limited land area, the Taiwanese government, however, has regularly offered policies and incentives to attract energy
investors with zonal development or provided land for project development or price incentives for solar power development
in agricultural or fishery areas to optimize land use. The Taiwanese government has set a challenging target of having 20
GW power from solar energy by 2025: 18 GW from solar farms and another 3 GW from solar rooftops.

The current power pricing structure in Taiwan is under a Feed-in-Tariff (FiT) scheme for solar energy, fixed and announced
annually by the government depending on the volatility of economic condition and project capital investment. The 2022
FiT for solar power plants was 3.8680-5.8952 TWD/kWh or 4.18-6.38 THB/unit, depending on the size of a given project
(referenced to THB 1.08 per TWD 1.00).

BCPG Public Company Limited 39

Power Plant Project Investment with Business Partners
Wind Farm Power Project in the Philippines
The Group has invested in a wind farm project in the pricing mechanism for Stage 2 is a fixed 5.7555 PHP/kWh
public of the Philippines on May 16, 2017 A capital for the 20-year period, after which it will be replaced by the
investment of USD 26.5 million, equivalent to THB 921.6 market price.
million, in a wind farm project. The investment was
made indirectly through its subsidiary holding a 40% The total project dividend to BCPG Group in 2022, before
paid-up capital in PetroWind Energy Inc., a wind farm amortization, was THB 64.3 million, up 17.7% from the
operator in Nabas. The project COD was June 10, 2015 previous year. The higher dividend was
with an installed capacity of 36.0 MW, 14.4 MW equity mainly from the insurance claim of Wind Tower #
capacity of BCPG Group, with a Feed-in-Tariff (FiT) pricing 14, and the adjusted sales revenue. The project’s
mechanism conforming to the volatility of inflation and generating capacity to 80.8 GWh (32.3 GWh for BCPG
the USD/PHP exchange rate for the 20-year period, Group’s equity capacity). However, was down 11.5% y-o-y
after which it will be replaced by the market price. The from 91.3 Gigawatt hours (GWh) in 2020 (36.5 GWh for
actual starting price on COD was 7.40 PHP/kWh. Stage 2 BCPG Group’s equity capacity), mainly due to decreasing
investment includes 13.2 MW, 5.3 MW equity capacity of wind speed from the previous years.
BCPG Group, which is currently under development. The

Nabas Project in Operation

14.4 MW (36.0 MW) Project under construction

and development
5.3 MW (36.0 MW)

40 Form 56-1 One Report 2022

Market and Competition in the Philippines

Power Business Structure in the Philippines

The power business structure in the Philippines differs from others in the region following industry liberalization from
monopoly to free-market competition. The power distribution market includes both private PPAs or buy-and-sell among
private entities, and wholesale in the established energy market known as Wholesale Electricity Spot Market (WESM)

Renewable Power Industry Trend in the Philippines

The Philippines government promulgated the Renewable Energy Act in 2008 (the RE Act), stipulating legal frameworks
to promote the use of renewable energy, including various incentivized programs such as net metering for consumers
to become power producers (Prosumes)r, fixed Feed-in-Tariff (FiT) pricing mechanism to attract investment and higher
use of renewable energy through contract terms, renewable portfolio standards (RPS) – a mandatory measure for power
producers from fossil fuels to use renewable sources for at least 1% of their production during 2020-2030, Green Energy
Option Program (GEOP) – a voluntary measure for power consumers to switch to renewable power providers, and the
Renewable Energy Market (REM) to promote the use of renewable energy through the exchange of renewable certificates
as part of the RPS measure.

However, with the expiration of the FiT policy in 2016, the number of new renewable power projects have been declining,
causing the market share of renewable power to fall from 29% in 2010 to 20% in 2020.

Installed Capacity of Renewable Energy (MW)

7,914
7,399 7,617
7,079 7,227
6,958
6,330
5,898
5,309 5,437 5,391 5,521 5,541
5,284

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Source: Department of Energy (DOE)

BCPG Public Company Limited 41

With a new set of targets to drive the share of renewable power up to 35% in 2030 and 50% in 2040, a new energy policy
was launched, known as the National Renewable Energy Program 2020-2040 (NREP 2020-2040) with specific targets for
each renewable energy source.

2021 Installed NREP 2563-2583

capacity (30,584 MW)
(7,914 MW)

Sector

Wind 5% 4%
Solar 17% 35%
Biomass 6% 4%
Geothermal 24% 1%
Hydro 47% 44%
Ocean - -

source: Department of Energy (DOE)

In December 2021, the Department of Energy (DOE) deployed the guidelines for the Green Energy Auction Program (GEAP)
for 2,000-MW renewable-energy licensing. The announcement was made in June 2022 for winners of 19 projects, with a
total generating capacity of 1,966.9 MW.

In December 2022, the Senate of the Philippines approved a resolution on the amendment of the Implementing Rules and
Regulations (IRR) of the 2008 Renewable Energy Act, allowing foreigners to invest in the renewable power projects including
solar, wind, biomass, ocean, and tidal waves from 40% stipulated in Section 19 of the IRR, to 100%.

Power Plant Project Investment with Business Partners – Geothermal Power Projects
in Indonesia

The Group’s investment in Indonesia began with the acquisition of 280,000 shares held by Star Energy Group Holdings Pte.,
Ltd. (SEGHPL), a Singapore-based company that invested in geothermal power plant projects in Indonesia. The acquisition
was completed on July 26, 2017 at a total cost of USD 355.69 million, equivalent to THB 11,956.43 million, representing
33.3% of the total paid-up capital. Star Energy holds interests in three geothermal projects in West Java, Indonesia, with
a total installed COD capacity of 882.5 MW, 158.9 MW equity capacity for BCPG Group, and another 120.0 MW under
development (24.0 MW net to BCPG Group). The pricing mechanism is calculated monthly with inflationary variables
including the exchange rate, consumer price index and oil index, and averages USD 0.07-0.10/kWh.

Nevertheless, the Group sold all 250,801 shares in Star Energy Group Holdings Pte., Ltd. (SEGHPL), or 33.33% of total
shares, to Springhead Holdings Pte., Ltd. in March 2022, and booked receivable from dividend before amortization for
January 1 to February 28, 2022 of THB 172.8 million.

42 Form 56-1 One Report 2022

Assets used in business
Nature of Key Assets
Fixed Assets

As of December 31, 2022, fixed assets used in the Company’s business and its subsidiaries have a net book value after
deducting accumulated depreciation and impairment equal to THB 17,013.86 million, with the following details.
Net Book Value
No Item as of December 31, 2022 Type of Ownership Obligation
(THB Million)
1 Land 884.54 Owned Partially collateral
2 Building 266.35 Owned Partially collateral
3 Land Improvements and 2,627.45 Owned Partially collateral
Utilities
4 Machinery and Equipment 12,704.21 Owned Partially collateral
5 Office Supplies 54.96 Owned None
6 Vehicles 3.75 Owned None
7 Construction in progress 472.60 Owned None
Total 17,013.86

In this regard, the list of fixed assets of the Company and its subsidiaries as shown above can be classified by the type of
asset and company as follows:

1. Land
The Company and its subsidiaries hold land with the main objectives to use as the location of solar power plants and
wind power plants. As of December 31, 2022, the net book value of land according to the Company’s and its subsidiaries’
consolidated financial statements are as follows:

Area Net Book Value Type of

Country (Rai-Ngan-Sq. Wah)
as of December 31, 2022
Ownership Obligation
(THB Million)
Thailand 1,882-2-30 513.16 Owned Partially collateral with
financial institutions,
totaling THB 108.79
million
Japan 815-2-32 371.38 Owned None
Total 884.54

BCPG Public Company Limited 43

2. Building
The Company and its subsidiaries own buildings with the main objective of being the location of equipment for generating
electricity and office location. As of December 31, 2022, the net book value of the building according to the Company’s
and its subsidiaries’ consolidated financial statements are as follows:
Net Book Value
Country as of December 31, 2022 Type of Ownership Obligation
(THB Million)
Thailand 234.58 Owned Partially collateral with financial
institutions, totaling
THB 116.62 million
Japan 28.85 Owned Partially collateral with financial
institutions, totaling
THB 2.70 million
Lao PDR 2.92 Owned None
Total 266.35
3. Land improvements and utilities
As at December 31, 2022, the net book value of land improvements and utilities according to the Company’s and its
subsidiaries’ consolidated financial statements are as follows:
Net Book Value
Country as of December 31, 2022 Type of Ownership Obligation
(THB Million)
Thailand 858.75 Owned Partially collateral with financial
institutions, totaling
THB 381.00 million
Japan 1,768.05 Owned Partially collateral with financial
institutions, totaling
THB 899.31 million
Lao PDR 0.03 Owned None
Taiwan 0.62 Owned None
Total 2,627.45
4. Machinery and Equipment
The Company and its subsidiaries hold machinery and equipment with the main objectives for use in generating electricity.
As of December 31, 2022, the net book value of machinery and equipment according to the Company’s and its subsidiaries’
consolidated financial statements are as follows:
Net Book Value
Country as of December 31, 2022 Type of Ownership Obligation
(THB Million)
Thailand 7,987.07 Owned Partially collateral with financial
institutions, totaling
THB 3,861.19 million
Japan 4,699.36 Owned Partially collateral with financial
institutions, totaling
THB 1,528.80 million
Lao PDR 17.78 Owned None
Total 12,704.21
44 Form 56-1 One Report 2022
5. Office Supplies
As of December 31, 2022, the net book value of office supplies according to the Company’s and its subsidiaries’
consolidated financial statements are as follows:
Net Book Value
Country as of December 31, 2022 Type of Ownership Obligation
(THB Million)
Thailand 35.71 Owned None
Japan 18.08 Owned None
Lao PDR 0.82 Owned None
Taiwan 0.35 Owned None
Total 54.96
6. Vehicles
As of December 31, 2022, the net book value of vehicles according to the Company’s and its subsidiaries’ consolidated
financial statements are as follows:

Country Net Book Value Type of Ownership Obligation

as of December 31, 2022 (THB Million)

Thailand 3.60 Owned None

Japan 0.15 Owned None
Total 3.75

7. Construction in Progress
The Company and its subsidiaries have construction work in progress for solar power plant construction projects. As of
December 31, 2022, the net book value according to the Company’s and its subsidiaries’ consolidated financial statements
are as follows:

Country Net Book Value Type of Ownership Obligation

as of December 31, 2022 (THB Million)

Thailand 66.90 Owned None

Japan 9.70 Owned None
Taiwan 396.00 Owned None
Total 472.60

BCPG Public Company Limited 45

Land and Building Rights Assets
As of December 31, 2022, the Company and its subsidiaries held the rights of use of land and building under lease
agreements to operate the main businesses as follows.

Contractual Contractual
Country Location Type of Contract Contract Term
Purpose Obligation
Thailand Bang Pa-In District Land lease To be the location of 18-22 years Leasehold rights
Phra Nakhon Si agreement solar power plants (Expiry in Nov 2037) transfer to financial
Ayutthaya Province and office buildings. institutions
Muang Prachinburi Land lease To be the location of 26 years Leasehold rights
District agreement solar power plants. (Expiry in Dec 2042) transfer to financial
Prachinburi institutions
Province
Phra Khanong Building lease To be the location of 12 years, subject to None
District agreement the office. 3-year period
Bangkok unlimited renewal
(Expiry in Jan 2029)
Japan Tokyo Prefecture Building lease To be the location of 3 years None
agreement the office. (Expiry in Mar 2023)
Kagoshima Land lease To be the location of 20 years after COD Leasehold rights
Prefecture agreement solar power plants (Expiry in Aug 2034) transfer to financial
(Nakatsugawa institutions
Project)
Kumamoto Land lease To be the location of 20 years after COD Leasehold rights
Prefecture agreement solar power plants. (Expiry in Aug 2035) transfer to financial
(Takamori Project) institutions
Miyazaki Prefecture Land lease To be the location of 20 years after COD Leasehold rights
(Nojiri Project) agreement solar power plants. (Expiry in Feb 2035) transfer to financial
institutions
Kagoshima Land lease To be the location of 20 years after COD Leasehold rights
Prefecture agreement solar power plants. (Expiry in Aug 2035) transfer to financial
(Tarumizu Project) institutions
Shizuoka Prefecture Land lease To be the location of 3 years, subject to None
(Gotemba Project) agreement solar power plants. 3-year period
automatic renewal
Chiba Prefecture Land lease To be the location of 20 years after COD None
(Chiba Project) agreement solar power plants.
F u k u s h i m a Land lease To be the location of 20 years after COD None
Prefecture agreement solar power plants.
(Yabuki Project)

46 Form 56-1 One Report 2022

 Contractual Contractual
Country Location Type of Contract Contract Term
Purpose Obligation
Lao PDR Vientiane Prefecture Building lease To be the location of 3 Years None
agreement the office. (Expiry in Feb 2023)

Vientiane Prefecture Building lease To be the accommo- 3 Years None

agreement dation of the staff (Expiry in Feb 2023)
Taiwan Tainan City Land lease To be the location of 20 years after COD None
(Moonbear 1) agreement solar power plants.

Taipei City Building lease To be the location of 3 Years None

agreement the office. (Expiry in Jan 2026)

Intangible Assets
As of December 31, 2022, the net book value of intangible assets according to the Company’s and its subsidiaries’
consolidated financial statements are as follows:

Net Book Value

Country Description of Intangible Assets as of December 31, 2022
(THB Million)
Thailand Computer software license 21.96
Right to connect power distribution system 23.51
Power purchase agreement 1,010.06
Japan Right to connect power distribution system 190.61
ower purchase agreement 1,103.50
Lao PDR Power purchase agreement and assets under 8,456.65
concession agreement
Total 10,806.29

Investment Policy in Subsidiaries and Associate Companies

BCPG has a policy to invest or jointly invest in core businesses, businesses with synergy, businesses with added
income and increase competitiveness for higher profits. All investment, however, must be aligned and be appropriate
with the business situation and corporate strategies. The strategic plan is reviewed annually jointly by board directors and
executives, resulting in investment plans, selected projects for investment with expected respective returns, associated
potential risks, and financial strengths of each invested company and business partners, as well as viability analysis of the
selected projects and their potential before each final investment decision. All projects and investments must be reviewed and
approved by either responsible subcommittees of the board or the Board of Directors, or shareholders in the Annual General
Meeting (AGM), as applicable. For approved projects for investment, the company must appoint qualified representative(s)
with experience to serve as director(s) to ensure enforcement of key policies and effective supervision of the joint ventures.

Particularly for the joint ventures, BCPG needs to ensure that good governance is fully observed, including compliance
with applicable laws as well as regulatory controls on acquisition and disposal of assets, related-party transactions and
disclosure of information.

BCPG Public Company Limited 47

BCPG’s Shareholding Structure

Public

57.4% 42.6%

Thai

100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 75.0% 44.0% 49.6% 100.0%
BSE BSPH BRM1 BRM CPM1 NMA PRI LLG TDED PSDC ออมสุข BIC

100.0% 100.0%
KAN NS3A Laos
100.0%
100.0% 100.0% NS3B
KAN 1 BSP 25.0%
Nam Tai
100.0% 100.0%
LOP CPRS Monsoon
Wind

85.0%
100.0% 100.0% 100.0%
BSEH BCPGI IDO 45.0% IEAD
Singapore Hongkong

100.0% 100.0%
GNH GNP
0.0099%

100.0% 100.0% 100.0% 100.0% 99.99%

BCPGJ Operating Operating BCPG BCPG
HMJ Asset Asset Formosa Wind
Japan
Natherlands
100.0% 51.0% 100.0% Taiwan 40.0%
Petrowind
BCPGE AM1 Investment2 Energy
Philippines

Note :
1) AM refers to a company engaging in the management and maintenance of solar farms in Japan as the asset management company of the Tarumizu
Project and the remaining share of 49.0%, held by unrelated juristic persons under the announcement of the Capital Market Supervisory Board No.
Thaw Jaw 21/2551 Rules for Related-Party Transactions.
2) Investment refers to a company that invests in solar farms in Japan as a turnkey (TK) investor.
3) BCPG’s Shareholding Structure as of December 31,2022

48 Form 56-1 One Report 2022

 Country of Paid-up Capital Shareholding
1/
No. Company Name Nature of Business Registration (Percent)
Subsidiaries in Thailand
1 Bangchak Solar Operates solar farms in Bamnet Narong Thailand THB 1,800.0 100.0
Energy Co., Ltd. District, Chaiyaphum, and the other in million
(“BSE”) Bang Pahan District, Phra Nakhon Si
Ayutthaya
2 Bangchak Solar Operates a solar farm in Prakhon Chai Thailand THB 626.7 million 100.0
Energy (Buriram) District, Buriram
Co., Ltd. (“BRM”)
3 Bangchak Solar Energy Operates a solar farm in Nong Ki District, Thailand THB 635.0 million 100.0
(Buriram 1) Co., Ltd. Buriram
(“BRM 1”)
4 Bangchak Solar Energy Operates a solar farm in Bamnet Narong Thailand THB 585.0 million 100.0
(Chaiya- phum 1) Co., District, Chaiyaphum
Ltd. (“CPM 1”)
5 B a n g c h a k S o l a r Operates a solar farm in Dan Khun Thot Thailand THB 570.0 million 100.0
E n e r g y ( N a k h o n District, Nakhon Ratchasima.
Ratchasima) Co., Ltd.
(“NMA”)
6 Bangchak Solar Operates a solar farm in Kabin Buri Thailand THB 1,400.0 100.0
Energy (Prachinburi) District, Prachinburi, and three solar power million
Co., Ltd. (“PRI”) projects for state agencies and agricultural
cooperatives.
7 BCPG Indochina Investment in renewable power plant Thailand THB 4,351 million 100.0
Co., Ltd. (“BIC”) projects.
8 BCPG Wind (Ligor) Operates a wind farm in Pak Phanang Thailand THB 250.0 million 100.0
Co., Ltd., (“LLG”) District, Nakhon Si Thammarat.
9 BSE Power Holdings Investment in solar farm projects. Thailand THB 1.0 million 100.0
(Thailand) Co., Ltd.
(“BSPH”)
10 BSE Power Operates a solar farm in Bo Phloi District, Thailand THB 587.0 million 100.0
(Kanjanaburi) Co., Ltd. Kanchanaburi.
(“KAN”)
11 BSE Power Operates a solar farm in Bo Phloi District, Thailand THB 125.0 100.0
(Kanjanaburi 1) Kanchanaburi. million
Co., Ltd. (“KAN1”)
12 BSE Power Co., Ltd. Investment in solar farm projects. Thailand THB 200.0 100.0
(“BSP”) million
Remark : 1/ Percent of shoures include direct and inderect holdings

BCPG Public Company Limited 49

 Country of Shareholding1/
No. Company Name Nature of Business Paid-up Capital
Registration (Percent)
13 BSE Power (Lopburi) Operates a solar farm in Khok Samrong Thailand THB 140.0 100.0
Co., Ltd. (“LOP”) District, Lopburi. million
14 BSE Power Operates a solar farm in Muang District, Thailand THB 62.0 million 100.0
(Prachinburi) Co., Ltd. Prachinburi.
(“CPRS”)
15 Thai Digital Energy Operates a solar rooftop Thailand THB 200.0 million 75.0
Development Co., Ltd.
(“TDED”)
16 Pathumwan Smart Investment in construction, installation and Thailand THB 50.0 million 44.0
District Cooling management in the District Cooling
Co., Ltd. (“PSDC”) Project.
17 Oamsuk Social Social Enterprise Thailand THB 126 million 49.60
Enterprise Co.,Ltd.
(“Oamsuk”)
Subsidiaries in Japan
18 BCPG Japan Develops, constructs, and operates Japan JPY 250.0 million 100.0
Corporation power projects and manages investment
(“BCPGJ”) in power projects in Japan.
19 Tarumizu Solar Provides solar farm operation and Japan JPY 1.0 million 51.0
Solutions Good Kaisha maintenance service as an asset
management company.

20 Nakatsugawa Japan Operates Project solar farm in Japan JPY 1.0 (BCPGJ -
PV Godo Kaisha Kagoshima, Japan. holds preferred
shares worth JPY 2.0
million)
21 Godo Kaisha Inti Supports BCPG Group’s future expansion. Japan JPY 1.0 100.0

22 Takamori PV Godo Operates a solar farm in Kumamoto, Japan JPY 1.0 (BCPGJ -
Kaisha Japan. holds preferred
shares worth
JPY 3.0 million)
23 Nojiri PV Godo Operates a solar farm in Miyazaki, Japan JPY 1.0 (BCPGJ -
Kaisha Japan. holds preferred
shares worth
JPY 3.0 million)
24 Gotenba 2 Operates a solar farm in Gotemba, Japan JPY 1.0 100.0
PV Godo Kaisha Japan.
25 Kichisawa PV Godo Operates a solar farm in Chiba, Japan. Japan JPY 1.0 -
Kaisha

Remark : 1/ Percent of shoures include direct and inderect holdings

50 Form 56-1 One Report 2022

 Country of Paid-up Capital Shareholding
1/
No. Company Name Nature of Business Registration (Percent)
26 Yabuki PV Godo Operates a solar farm in Yabuki,Japan. Japan JPY 1.0 -
Kaisha
27 Komagane PV Godo Operates a solar farm in Komagane, Japan JPY 1.0 -
Kaisha Japan.
28 Godo Kaisha Phoenix Supports BCPG Group’s future Japan JPY 1.0 100.0
expansion.
29 Gotenba 1 PV Godo Operates a solar farm project in Japan. Japan JPY 1.0 100.0
Kaisha
30 Komagane Land Holds land property for solar farms in Japan JPY 1.0 100.0
Lease Godo Kaisha Japan.
31 Nagi Land Lease Supports BCPG Group’s future Japan JPY 1.0 100.0
Godo Kaisha expansion.
32 Godo Kaisha Supports BCPG Group’s future Japan JPY 1.0 100.0
Dazbog expansion.
33 Godo Kaisha Supports BCPG Group’s future Japan JPY 1.0 100.0
Narang expansion.
34 Godo Kaisha Malina Supports BCPG Group’s future Japan JPY 1.0 100.0
expansion.
35 Godo Kaisha Legba Supports BCPG Group’s future Japan JPY 1.0 100.0
expansion.
36 J2 Investor Godo Invests in solar farms in Japan as a Japan JPY 1.0 100.0
Kaisha TK investor.
37 BCPG Engineering Serves as a turnkey EPC contractor and Japan JPY 40.0 million 100.0
Company (“BCPGE”) provides operation and maintenance
(O&M) service for solar farms.
38 Godo Kaisha Operates solar farm in Kagoshima, Japan JPY 10 (BCPGJ -
Tarumizu Takatouge Japan. holds preferred
shares worth
JPY 19.0 million)
39 Huang Ming Japan Land holder for solar farm under Japan JPY 0.1 million 100.0
Co., Ltd. (“HMJ”) construction in Japan.
Subsidiaries in Taiwan
40 BCPG Formosa Investment Operation management Taiwan TWD 100.0
Co., Ltd. (BCPGF) and manage investment for Solar Farm 82.0 milion
in Taiwan.

Remark : 1/ Percent of shoures include direct and inderect holdings

BCPG Public Company Limited 51

 Country of Paid-up Capital Shareholding
1/
No. Company Name Nature of Business Registration (Percent)
42 BCPG Formosa Two Operates solar farm in Taiwan, under Taiwan TWD 1.0 milion 100.0
Co., Ltd construction.

43 Jie Yang Energy Operates solar farm in Taiwan, under Taiwan TWD 1.0 milion 100.0
Co. Ltd. construction.

44 Ying-Chien Co.,Ltd. Operates solar farm in Taiwan, under Taiwan TWD 3.0 milion 100.0
construction.
Subsidiaries and associates in Singapore and other countries
45 BCPG Investment Holds shares in other overseas Singapore SDG 40,000 100.0
Holdings Pte. Ltd. companies. and
(“BCPGI”) USD 62.85
milion
46 BSE Energy Holdings Holds shares in other overseas Singapore SDG 1.0 100.0
Pte. Ltd. (“BSEH”) companies.
47 Greenergy Holdings Invests in solar farms in Japan as a TK Singapore SDG 2.0 100.0
Pte. Ltd. (“GNH”) investor. and
USD 2.0 million
48 Greenergy Power Invests in solar farms in Japan as a TK Singapore SDG 2.0 100.0
Pte. Ltd. (“GNP”) investor. and
USD 2.0 million
49 Indochina Investment Singapore SDG 200,000 100.0
Development and
Operation Holdings
Pte. Ltd. (“IDO”)
50 BCPG Wind Investment Singapore USD 14.0 100.0
Cooperatief U.A. million
(“BCPG Wind”)
51 PetroWind Energy Inc Operates wind power business Singapore PHP 1,285.1 40.0
52 Impact Energy Asia Investment HKSAR HKD 200 45.0
Development Limited Government
(“IEAD”)

Remark : 1/ Percent of shoures include direct and inderect holdings

52 Form 56-1 One Report 2022

 Country of Paid-up Capital Shareholding
1/
No. Company Name Nature of Business Registration (Percent)
53 Nam San 3A Operates a hydropower plant Lao PDR LAK 232,000.0 100.0
Power Sole Co., Ltd. million
(“NS3A”)
54 Nam San 3B Operates a hydropower plant Lao PDR LAK 163,200.0 100.0
Power Sole Co., Ltd. million
(“NS3B”)
55 Nam Tai Hydropower Operates a hydropower plant Lao PDR USD 9 million 25.0
Co.,Ltd (“Nam Tai”)
56 Monsoon Wind Power Operates a hydropower plant Lao PDR Not Paid-up yet 84.99
Co., Ltd. Holds
shares via
IEAD

BCPG Public Company Limited 53

Relationship with the major shareholder
As of September 28, 2022, Bangchak Corporation Pcl (BCP) held 57.4% of BCPG’s total paid-up capital common shares.
A clear distinction exists on the nature of businesses and primary resource consumption between the BCPG Group of
Companies and BCP. BCPG Group operates commercial power generation from renewable energy sources (“Green Energy’’)
locally and internationally including solar power plants, wind power plants, geothermal power plants, and hydropower
plants. Nevertheless, there are multiple connected transactions supporting mutual businesses between BCPG Group and
BCP, including corporate image, in line with the guidelines for managing BCP Group’s joint ventures and BCPG’s corporate
governance. These transactions are reported under the Section of Connected Transactions.

Natural Resource Business and Refinery and Marketing Business Green Power Business Bio-Based Natural Resource
Business Development Trading Business Products Business Business

Solar Power Hydro Power Wind Power

Thailand Taiwan Japan Lao PDR Thailand The Lao PDR

Philippines

54 Form 56-1 One Report 2022

Shareholders
As of September 28, 20221/ major shareholders of the Company are as follows:
Major Shareholders Shares Shareholding (Percent)
Bangchak Corporation Public Company Limited) 2/ 1,662,778,530 57.4
Miss Cattaliya Beevor 96,701,100 3.3
Thai NVDR Co., Ltd. 79,804,452 2.8
MR.LEAK YIM 45,500,000 1.5
Miss Kanokporn Seetavorarat 24,300,000 0.8
SOUTH EAST ASIA UK (TYPE C) NOMINEES LIMITED 24,073,952 0.8
Ms.Suparat Sangamuang 23,437,500 0.8
Social Security Office 19,733,134 0.7
Total major shareholders 1,976,328,668 68.2
Total shares 2,895,964,262 100.0
Remark :
1)
Latest closing date of the shareholder roster.
2)
Bangchak Corporation Public Company Limited ( “ BCP” ) is SET-Listed Company engaged in refinery and trading business As of

September 1,2022, the top 10 major shareholders were as follows:

Number of
Top 10 major shareholders Shareholding (%)
shares
Thai NVDR Co., Ltd. 240,233,093 17.5
Social Security Office 198,307,697 14.4
Vayupak Fund 1 by MFC Asset Management Public Company Limited 136,586,300 9.9
Vayupak Fund 1 by Krung Thai Asset Management Public Company Limited 136,586,300 9.9
Ministry of Finance 65,543,767 4.8
South East Asia UK (Type C) Nominees Limited 49,840,498 3.6
Bangkok Life Assurance PCL 24,154,700 1.8
Mrs. Somsong Lapananrat 23,923,700 1.7
BCP PCL 19,238,000 1.4
State Street Europe Limited 11,908,095 0.9
Top shares of major shareholders 906,322,150 65.8
Total shares 1,376,923,157 100.0

Source : www.set.or.th

BCPG Public Company Limited 55

Suance Of Other Securities
On September 29, 2016 BCPG was Listed on the stock Exchange of Thailand (SET) under the Energy and Utilities Sector
As of December 31, 2022, it registered capital was THB 16,508,500,000, consisting of 3,301,7000,000 common shares at
capital of 14,470,060,830 consisting of 2,907,739,541 common sheres at THB 5.0 per value.

(1) The Issuance of other Securities BGPG Plc No. 1 (BCPG-W1)

With reference to the resolution of Extraordinary General Meeting of Shareholders No. 1/2020 on October 7, 2020, thet
Company issued Warrants to Purchase New Ordinary Shares of BCPG Plc No. 1, or BCPG-W1, totaling 89,236,041 units.
From October 21,2022 onwards BCPG-W1 had been expired and ceased to be listed securities on the Stock Exchange
of Thailand

(2) Warrants To Purchase New Ordinary Shares Of BCPG Plc No. 2 (BCPG-W2)
With reference to the resolution of Extraordinary General Meeting of Shareholders No. 1/2020 on October 7, 2020, the
Company issued Warrants to Purchase New Ordinary Shares of BCPG Plc No. 2 (BCPG-W2) totaling 89,236,041 units of
BCPG-W2 to the Company’s existing shareholders who subscribed for and are allocated the newly issued ordinary shares
in proportion to their respective shareholdings. Terms and conditions of BCPG-W2 appear below.

Securities Warrants to Purchase New Ordinary Shares of BCPG Plc No. 2 (BCPG-W2)

Type Warrants entered in a name certificate to purchase the Company’s newly

issued ordinary shares. The warrants are transferable.
Terms of Warrant Three years from the Issuance Date and, after its Issuance Date, the term
of BCPG-W2 will not be extended.
The Warrants shall have 3 Year term and shall not be extendable
Number of Warrants 89,236,041 units
Par value of reserved shares for THB 5.00 per share
BCPG-W2
Number of ordinary shares to be 89,236,041 shares, equivalent to no more than 4.47% of the Company's
allocated and support for the exercise total issued shares as of the date on which the Board of Directors resolved
to approve the capital increase and allocation of BCPG-W2
Exercise date of BCPG-W2 Holders of BCPG-W2 may exercise their rights on any of the following
dates (the “Exercise Dates”)
20 January 2023;
20 April 2023;
20 July 2023; or
20 October 2023 (the “Last Exercise Date”)
If the exercise dates fall on any of the Company’s holidays, holders of
BCPG-W2 may exercise their rights on the Business Day preceding that
holiday. Details are provided under the Terms and Conditions of the
BCPG-W2.

56 Form 56-1 One Report 2022

 Exercise ratio One unit of BCPG-W2 warrant per one ordinary share. However, this
exercise ratio is subject to change in accordance with the conditions for
rights adjustments.
Exercise price THB 8.00. per share This exercise price is subject to change in accordance
with the conditions for rights adjustment. If the exercise price is adjusted,
the adjusted exercise price must not be lower than the prevailing par value
of the Company’s shares at the time of adjustment.
Remaining warrants as of December 89,236,041 units
31, 2022
(3) Warrants To Purchase New Ordinary Shares Of BCPG Plc Allocated To Directors, Executives, And
Employees Of The Company And Its Subsidiaries No. 2 (BCPG ESOP-WS#2)
The 1/2017 Extraordinary General Meeting of Shareholders of October 7,2020 passed a resolution approving the issuance
of up to 20 million units of warrants No. 2 to be allocated to directors, executives and employees of the Company and its
subsidiaries, with details as follows:
Securities Warrants to purchase ordinary shares of BCPG Plc specifically offered to
directors, executives and employees of the Company and its subsidiaries
No. 2 (BCPG ESOP-WS#2)
Type To specific holders and non-transferrable, except under specified
conditions.
Terms of Warrant Five years from the Issuance Date, non-extendable. Conversion to ordinary
shares to be fully completed within the term of warrants.
Number of Warrants 20,000,000 units
Number of ordinary shares to be 20,000,000 shares, representing about 1.0% of the total number of shares
allocated and support for the exercise sold by the Company.
Issuance Date April 24,2021
Exercise Date Every 20th of January, April, July, and October though the term of
warrants. First exercise date is April 20,2022 and last exercise date before
5 business day prior to the date on the Warrants are 5 years from the date
the Company has issued and offered the Warrants.
If the exercise dates fall on any of the Company’s holidays, holders of
BCPG-W2 may exercise their rights on the business day preceding that
holiday.
Exercise rate One unit of warrant is equivalent to one ordinary share, except where there
is an adjustment by the Terms of Warrant
Exercise price An individual warrant holder can exercise the right to subscribe to ordinary
shares at the following prices 13.70 -18.23 THB per share
Remaining warrants as of December 20,000,000 units
31, 2022

BCPG Public Company Limited 57

(5) Debenture
On October 27, 2022, the Company has been upgraded rating for company credits and debentures at from A- to A by
TRIS Rating Company Limited.
Debenture Value Interest Rate Debenture aid Maturity Date
(Million baht) (Percent per year) (Year)
BCPG249A 2,000 1.64 3 September 15, 2024
BCPG269A 1,000 2.14 5 September 15, 2026
BCPG289A 1,000 2.51 7 September 15, 2028
BCPG319A 4,000 3.31 10 September 15, 2031
BCPG339A 4,000 3.61 12 September 15, 2033

Dividend Policy
(1) BCPG
BCPG’s policy is to pay out dividends to shareholders at a rate of at least 40% of the net profit reported in the Company’s
separate financial statements after deduction of all reserves required by its Articles of Association and applicable laws.
The Board’s resolutions on dividend payout will be submitted for approval of shareholders’ meetings, except interim
dividends, which can be authorized by the Board but must be reported in the following shareholders’ meeting. Generally,
dividend payment is subject to the current economic situation, BCPG’s cash flow and BCPG Group’s investment plans as
deemed necessary and fit, and other concerns considered appropriate by the Board.

(2) Domestic subsidiaries

Subsidiaries in Thailand hold a policy of dividend payout of at least 80.0% of the net profit reported in each
company’s separate financial statements after deduction of all reserves required by each company’s articles of association
and applicable laws. However, such payment is subject to cash flow, obligations of the company, annual investment plans,
and other considerations as seen fit by the board of each company.

(3) Overseas subsidiaries

Overseas subsidiaries have adopted the same policy of dividend payout at a rate of at least 40.0% of each company’s
net profit reported in its separate financial statements after deduction of all provisions required by each company’s articles
of associations and applicable laws. Dividend payment is also subject to each company’s cash flow, obligations, annual
investment plans, and other concerns considered necessary and appropriate by its own board of directors.
In this regard, dividend payment by overseas subsidiaries to BCPG may be subject to applicable expenses, such as
withholding tax, other related taxes, transaction fees and forex gains or losses.

Dividend Payment History

Dividend Payment 2020 2021 2022

Earning per shares (THB per share) 0.94 0.76 0.91

Interim dividend (THB per Share) 0.33 0.33 0.36*
Dividend payout (%) 39.20 45.10 41.56
* Dividend payment for the performance in the first half of the 2022 at the rate of 0.20 Baht per share and dividend payment for the performance in the second half of
the 2022 at the rate 0.16 Baht per share, subject to the shareholders’ approval to be obtained from the 2023 Annual General Meeting of Shareholders.

58 Form 56-1 One Report 2022

Risk Management
Risk Management Policy and Plan
BCPG Group has established a risk management process in conformity for effective application to
prevent and mitigate risks that may impede the organization from achieving its goals set under the
corporate vision, mission, strategy and shifting market conditions, including the Group’s performance. All
executives and employees are responsible for risk management as related to their duties and for
conducting risk assessment and risk management planning. In addition, an Enterprise-Wide Risk
Management Committee (ERMC) is assigned to supervise and monitor organizational risk management
to ensure its appropriateness based on the corporate governance code.

Business Risk Factors

In 2022 BCPG classified risk factors into 6 major groups, namely strategic risk, operational risk, financial
risk, environmental risk and related regulations, emerging risk, and corruption risk:

BCPG Public Company Limited 59

 Type of Risk Detail Mitigation Plan

(1) Strategic Risk

1.1 Risk caused by The renewable-energy power business • Always keeping updated with local
changes in public is set on the foundation of official public as well as international news about
policies on renewable policies stipulated by the government of each renewable-energy policies and putting
energy. country. If there is a change in investment in place renewable-energy development
policies or requirements, such changes may and supporting plans
affect power purchase agreements (PPAs) • Analyzing and defining suitable strategy
and future business plans. for new project investment
• Strengthening relationships with
government regulators and other
relevant bodies for the smooth investment
of BCPG Group.

1.2 Risk caused by In the current situation, business expansion • Besides investing in the renewable-energy
failure to acquire new or acquisition of new investment projects business, seeking other business growth
projects as planned does not always go as planned due to opportunities with decent returns under clean
changes in applicable laws and requirements energy, infrastructure, and innovative digital energy
and higher market competition. models to create a new revenue channel
• Preparing an investment plan or a close
• monitoring plan on the progress of
investment
• Recruiting skilled personnel to support the
team. needed, procuring project consultants
in cooperation with business partners.
• Considering investment plans or regularly
reporting to the Investment Committee and
the Group’s Board of Directors for selection of
business opportunities which are appropriate
and in line with the organization’s strategic
plans.

(2) Operational Risk

2.1 Risk caused by the In power generation processes, many factors • Monitoring, inspecting and maintaining
lower-than-estimated affect the efficiency and stability of power power-generating equipment through
efficiency of the power generation, for example, conditions of the computer systems and artificial intelligence (AI)
plant main equipment, rates of electricity loss in the technologies for considering maintenance or
processes, weather conditions, and interruption timely changes to power generation equipment.
of power generation caused by either internal or • Providing assurance of product volumes and
external factors, all of which affect the amount of availability of power generation in each project
electricity produced and influence the income
generated by BCPG Group.

60 Form 56-1 One Report 2022

 Type of Risk Detail Mitigation Plan

2.2 Risk caused by Success in the development and construction of • Arranging project implementation control
delayed development power projects, both domestic and international, and inspection and ensuring regular
and construction of pow- depends on several factors, such as license monitoring of project progress.
er projects acquisition, financing, land acquisition, • Accelerating the operation under the
construction of transmission lines to connection plan in collaboration with experienced
points, or compliance with conditions in PPAs. business partners
These factors may impede the progress of the
• Having a rate of return calculation and a
project so that it may not be able to operate as
sensitivity analysis of the project in place
planned and thus affect returns to be generated
by the respective project. to ensure appropriate rate of returns

2.3 Risk caused by The Group has expanded its renewable- • Communicating corporate strategic
personnel recruitment energy business requiring advanced plans to relevant units to be prepared
technologies. Therefore, its employees must and for them to understand the needs for
possess these required experiences and skills personnel recruitment
to be able to handle the work and understand • Defining description of the work jointly
potential problems from the power generation with management.
process and to support new businesses in the event
of a lack of personnel and recruitment at short notice
is not available.

(3) Financial Risk

3.1 Risk caused by BCPG Group has a policy to invest in • A natural-hedge risk management approach
fluctuations in currency renewable-energy power plants in many in which some of the loans invested abroad
exchange rates and countries, thus dealing with income, expenses, are in the same currency as a given project’s
interest rates and loans of various currencies, such as JPY, income
LAK, and USD. In 2022 the exchange rates • Employing other financial instruments,
were highly volatile due to the implementation for example, forward cotracts,cross-currency
of monetary policies of major economies under swaps and interest rate swaps as
high inflationary pressure and the FED’s interest appropriate.
rate hikes during Q2/2022, which resulted in a • Refinancing with fixed interest rates.
strong US dollar against all Asian currencies, • Monitoring exchange rates arising from cash
and all emerging market currencies have flows and currency conversion every quarter
weakened. In addition, some borrowings of the • Accelerating the launches of projects as
Group are in floating interest rates. If the interest planned to increase revenue in the US dollar
rate changes, therefore, it may affect the business currency.
performance and financial position of the Group.

BCPG Public Company Limited 61

 Type of Risk Detail Mitigation Plan

3.2 Risk caused by B C P G G r o u p h a s e x p a n d e d i t s For investment in power projects in Lao PDR

downgrading the credit i n v e s t m e n t i n r e n e w a b l e - e n e r g y • have a good relationship with government
rating of the countries of power plants in some countries abroad, which bodies to provide support for monitoring the
investment areat risk of credit-rating downgrade due to payment of electricity, which enables the Group to
economic conditions, fiscal status, reserve receive continued payment for the electricity sold.
funds, international deficits, and ability for debt • Joint venturing in the development and
repayment, for example, a credit-rating agency construction of transmission lines for distribution
has downgraded the credibility of Lao PDR,
from Lao PDR to Vietnam, which has superior
resulting in the Group not receiving payment
credit rating
for the electricity sold according to the terms
• .Considering investing in higher credit-rating
of a PPA.
countries, such as Taiwan

3.3 Risk caused by the Performance and shares of profits of associated • Jointly developing business and financial plans
shares of profits and companies may not meet business plan numbers (including loans)
dividend payment of due to various factors, for example, production • Advocating that associated companies take
associated companies efficiency does not meet targets, unexpected insurance comparable to operators in the industry
falling below targets increases in expenses, or unexpected natural • Monitoring the performance of associated
events which affect the operations of associated companies
companies. • Forging good business relationship with
investment partners.
(4) Environmental and Related Regulatory Risk
4.1 Risk caused by sea- The Group’s renewable-power plant business • Analyzing climate, assessed by external
sonal fluctuations or natural relies on natural energy such as solar, wind experts or using historical statistical data
disasters and water. Therefore, climate fluctuations affect for further analysis, for the key hypothesis
the volumes of electricity generated. Natural in planning project development
disasters may also harm business operations. • Preparing plans and guidelines for business
continuity management to be used in the
restoration after natural disasters.
• Securing All Risk and Business Interruption
insurance that covers damage to assets and
third-party liability insurance.

4.2 Risk caused by The Group’s power development project • Nurturing good relationship and good
community complaints needs large areas for the construction of understanding with the community
power facilities. This may cause • Coordinating and cooperating with
complaints or resistance from surrounding local agencies in accordance with the
communities, or demanding of compensation sustainable development strategy
for damages as stated in the law, or may harm its • Supporting energy security and
reputation which cannot be measured in economy of the community and promoting
terms of money. community development

62 Form 56-1 One Report 2022

 Type of Risk Detail Mitigation Plan

4.3 Risk Caused By Partial Changes in applicable laws and regulations • Strictly complying with applicable laws
Compliance With Applicable or interpretation that is different from the laws and closely monitoring changes in laws
Laws And Regulations currently enforced may result in partial compliance and regulations
with applicable laws and regulations, leading to • Hiring an external legal adviser if there
punishment or revocation of licenses and temporary are complex legal issues to ensure that
or permanent closure of power plants, affecting business operations of the Group are in
implementation of the project and the Group’s total compliance with all applicable rules,
reputation.
regulations and laws.

(5) Emerging Risk

5.1 Cybersecurity risk and risk The information technology (IT) • Establishing policies and measures to prevent
arising from personal data pro- system is the infrastructure for the Group’s data data leakage and complying with the guidelines for
tection storage to be used in the analysis and information security under the ISO 27001
control to enhance efficiency of the Group’s international standards.
power-generating business. In the event of • Regularly conducting cyberthreat assessment to
cyberthreats, the Group’s critical data may be lost or threats ensure that employees are continually aware of its
may bring about interruptions to business operations. In importance and proactively apply data protection
addition, there may be a risk of personal data before being attacked by a malicious party.
breaches that affects the rights and freedom of data • Compiling and storing personal data of employees,
subjects and corporate image. suppliers and stakeholders in compliance with the
Personal Data Protection Act.

5.2 Risk caused by the The year 2022 was a year of recovery from • Establishing policies and measures to
Covid-19 pandemic Covid-19, and life was returning to normal. prevent communicable diseases among
Many sectors have had to adapt themselves all employees and preparing them for
to the changes, such as the new model of current changes.
working, travel restrictions, and safe city • Using technology to communicate with
opening. However, there will still be potential employees, suppliers and stakeholders.
risk of epidemic recurring from poor control
measures, which may affect the economy
once again.

6 Corruption Risk In contacting with the public sector, there • Establishing a corporate governance
may be a risk of expediting an administrative policy and an anti-corruption policy
process, corrective actions, or enabling the requiring no giving or demanding of
business to continue, which may involve bribes.
reciprocal benefits to facilitate the process, • Clear disbursement approval procedures
whether in the form of entertainment, gifts, which require traceable proof.
donations, or support, which could affect the • Providing whistleblowing mechanisms on
image of the Group. the Group’s website.

BCPG Public Company Limited 63

64 Form 56-1 One Report 2022
PURSUIT OF SUSTAINABILITY
CORPORATE SUSTAINABILITY GOVERNANCE
The Group is committed to becoming a leading sustainable The Group has expanded the scope of duties and
energy company with corporate sustainability, taking into responsibility of the Corporate Governance Sustainable
consideration the benefits of and impacts on all stakeholder Development Committee to cover the Company’s
groups in its value chain. corporate sustainability related to good governance, society and
environment. The Committee provides recommendations and
In 2022, BCPG established a “Corporate Sustainability direction, reviews the sustainability policy and plans, as well
Committee” to formulate a corporate sustainability policy, as monitors information disclosure to comply with international
strategy and plans consistent with the policy, strategy and regulations and standard or the industry’s standards.
operational goals of the Group, support processes which promote
sustainability in all business activities of the Group, promote In addition, the Group has a Sustainable Development
a sustainability culture and report progress of implementation section under the Corporate Strategy to ensure integration of
to the public. The committee consists of representatives from sustainability and strategic planning, and closely monitors the
relevant units and regularly and directly reports progress of the implementation to be in compliance with good sustainability
implementation to the Corporate Governance and Committee. development practices and to achieve sustainability goals at
the international level.

BCPG Public Company Limited 65

Sustainability Management Policy and Targets
The Group has developed a sustainable business integrate the move with the principles of “Circular Economy”
development policy under the foundation of value to reduce resource consumption and waste.
creation on 3G dimensions: Growth – economic value,
Good social value, and Green – environmental value based on 5) Response to customers’ needs and protection of
corporate governance (Governance) foundation. The Group’s customers’ personal data
sustainability principle are shown as follows: Manage responses to customers’ needs with maximum
efficiency, protect customers’ personal data and privacy
1) Good corporate governance with state-of-the art technology and the best possible data
Operate and manage businesses with transparency and security systems.
good governance, with a stringent anti-corruption policy and
comprehensive risk management of the entire value chain. 6) Creative business growth with environmentally
friendly innovations
2) Collaboration with all sectors to promote sustainable Consistently develop businesses with creative green
development innovations and technology compatible with the business
Strengthen public awareness, collaborate with the strategy of maximizing value.
government sector, business sector, community, and civil
society to promote sustainable development through the 7) Developing organizational capability throughout
encouragement of law and regulation formulation, and the value chain
reinforce awareness of environmental and energy conservation. Increase organizational competitiveness and sustainable
growth through development of employees, promotion
3) Enhancing community energy security of business partnership and development of competitive
Promote and support development of the local economy advantage for BCPG’s business partners and contractors
and community development with a focus on shared val- across the value chain.
ue creation through assistance on providing community
accessibility to sustainable and reliable energy sources. 8) Respect for diversity and safeguarding of human
rights
4) Minimizing all environmental impacts Strive to become a reputed organization that embraces
Minimize environmental impacts from the operations and diversity and operates with zero discrimination.

Vision Sustainable World

Mission Accelerate energy transition towards sustainable and reliable
power through innovative energy solutions for all.

Goals and By 2025, we will be a prominent renewable energy player in Asia Pacific
Strategy with sustainable growth
• Growing through smart investments, leveraging the strengths of the Group
and long-term relationships with the preferred partners
• Providing energy as a service, connecting consumers and communities
through innovative business platforms
• Creating values for the shareholders as a leading integrated
Greenergy company with operational excellence and social and
environmental responsibility
66 Form 56-1 One Report 2022
Defining Sustainability Management Targets
The Group implements six Sustainable Development Goals: In addition, the Group has planned to expand the
Goal 3 (Good Health and Well-Being), Goal 7 (Clean and implementation to support four more Sustainable
Affordable Energy), Goal 8 (Decent Work and Economic Development Goals: Goal 6 (Clean Water and Sanitation),
Growth), Goal 9 (Industry, Innovation and Infrastructure), Goal 14 (Life below Water), Goal 15 (Life on Land), and
Goal 11 (Sustainable Cities and Communities), and Goal Goal 16 (Peace, Justice and Strong Institutions).
13 (Climate Action).

Guidelines for Driving Business to Sustainability

The Group is committed to creating a sustainable green (Integrity) and open to cultural diversity (International). The
world, and sets direction and guidelines for driving Group has implemented its sustainability strategy covering
Business to Sustainability consistent with the Group’s essential matters in every dimension, that is, economic,
vision. The guidelines reflect the characteristics of the environmental and social dimensions under corporate
Group as innovative with in-depth knowledge, adherence governance management.
to principles and corporate governance and transparency

Contributions to the United Nations Sustainable Development

Goals (UN SDGs)
“BCPG Response to the Current Sustainable
Development Goals
Energizing a
Greener and
Sustainable Response to Future Sustainable Development Goals
World”
Accelerate energy transition
towards sustainable and reliable
power through innovative energy
solutions for all.

BCPG Public Company Limited 67

Identification of strategic goals and implementation in responding to
Sustainable Development Goals in 2022
United Nations Sustainable Development Linkage with BCPG’s Operations
Goals (UN SDGs)

Major Goals Details Targets Performance in 2022

By 2030, substantially reduce the The goals for the quality Results from the quality
number of deaths and measurement of the air in the measurement of the air in the
illnesses from hazardous chemicals solar power plant operating areas operating areas of the local solar
and air, water and soil pollution and are consistent with the standards power plant projects are
Good Health and under the Notification of the consistent with applicable law.
Well-Being contamination Department of Labor Protection
and Welfare.
By 2036, increase substantially BCPG focuses on investment of In 2022, BCPG produced a
the share of renewable energy both commercial projects as well total of 1,178 GWh of renewable
in the global energy mix as new projects, and follows up energy. The wind power project
on the progress of developing in Lao PDR and the solar power
พลัังงานสะอาด power generation projects, i.e. the project in Taiwan progressed as
ที่่�ทุุกคนเข้้าถึึงได้้ wind power project in Lao PDR, scheduled while the construction
the solar power project in Taiwan of the District Cooling project will
and the District Cooling project. commence in 2023.
Sustain per capita economic The score of Employee In 2022, the score of Employee
growth in accordance with Engagement Survey set at 79%. Engagement Survey was 72%.
national circumstances and, in
Decent Work and
particular, at least 7 per cent
Economic Growth gross domestic product growth
per annum in the least devel-
oped countries
Achieve full and productive Supported employment from
employment and decent people in the communities
work for all women and men, _ through the Good Job in the
including for young people and Village program, and more
than 231 employees were
persons with disabilities, and recruited.
equal pay for work of equal
value
End modern slavery and child Formulate and Announce Hu- Conducted assessment on
labor in all forms man Rights Policy potential human rights risks
on stakeholders from activities
throughout the value chain
(Human Rights Due Diligence).

68 Form 56-1 One Report 2022

 United Nations Sustainable Development Linkage with BCPG’s Operations
Goals (UN SDGs)

Major Goals Details Targets Performance in 2022

By 2030, upgrade infrastructure Smart Energy business was Revenue from T-VERs
and retrofit industries to make in progress with revenue from carbon credit trading
them sustainable, with carbon credit trading reaching including a green certificate
increased resource-use Baht 10.5 million, and totaled Baht 17 million.
Industry, efficiency and greater adoption
Itnnovation and development of carbon credit Carbon credit trading platform
Infrastructure of clean and environmentally trading platform was is under development and
sound technologies and scheduled to be completed in expected to be completed in
industrial processes, with all
December 2022 December 2023.
countries taking action in
accordance with their
respective capabilities

By 2030, reduce the adverse Zero Foam Usage on Floors 12 No use of polystyrene foam in
per capita environmental and 15 M Tower, Floors 12 and 15.
impact of cities, including by
paying special attention to
Sustainable
Cities and air quality and municipal and
Communities other waste management

Integrate climate change Greenhouse gas emissions BCPG’s greenhouse gas

measures into national policies, measurement under emissions within the organization
strategies and planning acceptable standards, and have been certified. The Company
13.2.2 Total greenhouse gas hold activities to promote also held tree-planting
Climate Action emissions per year (add KPI) global warming solution were activities to promote green areas
regularly held. in the vicinity of power plants,
including a concrete plan on
plantation in collaboration with
the Department of Marine and
Coastal Resources.

BCPG Public Company Limited 69

Expansion of implementation for future Sustainable Development Goals

United Nations Sustainable Linkage with BCPG’s Future Operations

Development Goals (UN SDGs)

Major Goals Details Targets

By 2030, achieve universal and equitable access Analyze the quality of used water to compare
to safe and affordable drinking water for all with those specified in the Notification of the
Ministry of Natural Resources and Environment
on technical rules and measures for public
Clean Water and health protection.
Sanitation

By 2030, improve water quality by reducing Results of the analysis must indicate water
pollution, eliminating dumping and minimizing quality within the standards of wastewater
release of hazardous chemicals and materials, discharge specified in the Notification of the
halving the proportion of untreated wastewater Ministry of Natural Resources and
and substantially increasing recycling and safe Environment on the control and industrial
reuse globally standards of wastewater effluent from a factory,
industrial estate and operating areas, and of
the Ministry of Industry.
By 2030, substantially increase water-use Conduct water stress assessment in the solar
efficiency across all sectors and ensure power plant areas at least once a year
sustainable withdrawals and supply of
freshwater to address water scarcity and
substantially reduce the number of people
suffering from water scarcity
Conserve at least 10 per cent of coastal and Support mangrove plantation
marine areas, consistent with national and
international laws and based on the best available
scientific information
Life Below Water

By 2020, promote the implementation of Formulate biodiversity policy in order to avoid

sustainable management of all types of forests, loss of biodiversity from its operations
halt deforestation, restore degraded forests and
Life on Land
substantially increase afforestation and
reforestation globally

Broaden and strengthen the participation of BCPG received a score of more than 90% from
developing countries in the institutions of global the Corporate Governance Report (CGR) and
governance the membership renewed by the Thai Private
Sector Collective Action Coalition against
Peace, Justice and Corruption (CAC).
Strong Institutions

70 Form 56-1 One Report 2022

Impact Management for Stakeholders in the Value Chain
BCPG Group recognizes the importance of stakeholders BCPG Group adheres to the practices under AA1000
in all aspects of the value chain as a key driving force in Stakeholder Engagement Standard and has specifies nine
building a sustainable business through implementation groups of stakeholders: Employee, Customer, Supplier,
of activities, good relationship with stakeholders and Investor & Shareholder, Business Partner, Community,
stakeholder engagement. It conducted assessment Financial Institution, Regulator Government and Press &
survey on stakeholders’ opinions on the Group’s internal Media.
and external sustainability to ensure that BCPG Group has
considered all their concerns and issues of interest.

Primary Activities and Support Activities throughout the value chain

Primary Activities

Resources Operations Distribution After Sale

Management Service

Support Activities

Procurement HumanResources Personal Data Protection and Corporate

Management Information Technology
Governance

Investor / Shareholder Employee Financial Institution Customer Regulator & Government

• Major Shareholders • Head office • Banks • Power •Regulator &

• Minor Shareholders • Project-based • Funds purchasers Government
Employees • EGAT

• Manufacturers • Private •In the • Press &

• Contractors Companies vicinity of Media
• Joint Ventures the plants
Supplier Business Partner Community Press & Media

BCPG Public Company Limited 71

 Primary Activities

Resource Operation Distribution After Sales

Management Service

Characteristics of Primary Activities

• Procurement of equipment • Power Generation Process • Power Distribution • Ensure that power con-
and materials for the power sumption complies with
generation construction • Operation and Maintenance
the agreement
projects
• Waste Management
• Maintain good
• Seeking opportunity to relationship with
invest in interesting power customers
plant projects

Characteristics of Primary Activities

• Use standardized quality and • Guidelines for power generation • Deliver electricity as agreed in • Maintain good
safe equipment and materials management are consistent the PPAs relationship with
with due regard for the with safety and occupational customers
• Develop the quality of electricity
environment health principles
to ensure its security, stability
• Speedy transport and no • Guidelines for power generation and efficiency
damage to the equipment and management are consistent
• Ensure safety of information
materials with environmental
technology and personal data
management system
• Project areas complies with protection systems
applicable regulations and • Have in place rules and rounds
legal requirements. for preventive maintenance of
equipment and related materials
• Project areas will not cause
any impacts on the • Have in place guidelines for
environment and communities the management of waste from
or biodiversity loss. power generation projects
• Select suppliers who give
importance to work safety and
comply with business ethics.

72 Form 56-1 One Report 2022

 BCPG Value Chain

Direct Stakeholders Indirect Stakeholders

Investor/Shareholder Financial Institution Customer Regulator & Government Community

• Major Shareholders • Banks • Power •Regulator & •Around

• Minor Shareholders • Funds purchasers Government the plants
• EGAT

• Head Office • Manufacturers • Private • Repokter

• Project-based • Contractors Companies
• Joint Ventures
Employees
Employee Supplier Business Partner Press & Media

Indirect outside the Organization

Stakeholders

Sustainability Materiality
The Group has assessed and prioritized sustainability materiality based on significance in the opinions of stakeholders
within and outside the organization. Identification and prioritization of materiality are conducted under Global Reporting
Initiative (GRI) sustainability reporting standards as follows:

1) Identification 2) Prioritization
BCPG takes all related sustainability materiality issues into Given the results of the stakeholders’ opinion survey, the
consideration under related standards, as well as emerging Corporate Sustainability Taskforce held workshops with
risks and opportunities in the energy sector, stakeholders’ concerned management from each line of business for their
expectations across the supply chain to ensure that relevant opinions. Inputs from the workshops and opinion survey
sustainability aspects are covered. are used in prioritizing essential matters of the Company to
formulate sustainability strategy and corporate goals.

BCPG Public Company Limited 73

 3) Validation 4) Review & Evaluation
The Corporate Sustainability Committee has BCPG regularly reviews and updates emerging issues
reviewed and validated the result of the materiality consistent with its context, as well as social and industrial
assessment and reported the findings to management for conditions, to ensure that these issues are up-to-date and
consideration and approval, and reviewed expectations to prepare for energy transition and unexpected events.
and concerns of all groups of stakeholders. It also
allows the Company to understand the importance of the
materiality issues and respond to each issue accordingl

Identification and Prioritization of Material

The results of the sustainability materiality assessment appear in the table below, which shows perspectives from within
the organization of impacts to the economy, environment and society from BCPG’s operations, and perspectives from
outside the organization on stakeholders’ expectations and concerns, to understand the Group’s materiality issues for
further sustainability development of the Company as well as of the stakeholders throughout the value chain.

1 Environmental Policy
& Management Systems
1
2 Operational Eco-Efficiency
Influence on the assessment and stakeholders’

3 Climate Strategy, incl GHG

8
2
emissions & Energy
Management
4 Waste Management and
9 Circular Economy
decision

10
5 Transmission & Distribution
12
3
6 Environmental Performance
11 Disclosure
13 4 7 Air Quality/ Pollution
Management
5 8 Innovation for Environment
6 and Society
7
9 Corporate Governance
10 Community Involvement
11 Human Capital Development,
incl Talent Attraction &
Retention
Significance of impacts to the economy, environment
and society 12 Stakeholder Engagement
13 Labor and Human Rights

74 Form 56-1 One Report 2022

Through the assessment, BCPG identified 13 materiality issues over its business activities, operations and growth:
High

Environmental Operational
Management Eco-Efficiency
Policy &
Systems

Climate Strategy,
Innovation for including GHG Waste
Environment Emissions and Management and
and Society Circular Economy
Medium

Energy
Management

Human Capital
Development, Labor and
Corporate Community Stakeholder
including Talent Human Rights
Governance Involvement Engagement
Attraction &
Retention

Transmission Environmental
Low

Air Quality/
& Distribution Performance Pollution
Disclosure Management

BCPG Public Company Limited 75

 Issues of Interests
Stakeholders Actions & Responses
Expectations
Employee • Business growth with • Communicate with employees about current business
environmental and social achievement
responsibility • Raise awareness through Circular Economy Project,
• Labor and Human rights Year 2, to solve problems on global warming with the
including occupational health 3Rs principles
and safety • Ensure compliance with Thai labor standards and treat
• Workplace environment employees with respect following human rights
principles through establishment of labor union to
(Happy Workplace)
protect employees’ interests
• Skill development • Establish the Safety and Occupational Health
• Career path and stability Committee to manage and monitor environmental
• Fair compensation, welfare, and impacts in the organization, to protect and mitigate
benefits work hazard and maintain zero-accident measures
• Establish program(s) for development of employees
at all levels under the Individual Development Plan to
enhance qualified employees with various skills
• Provide employees with fair compensations and
benefits by comparing with companies in the same
industry

Customer • Business ethics, and compliance • Ensure compliance with applicable laws and
• Business growth regulations relevant to business operation and inspect
• Cybersecurity the operations of the business lines in the Company
• Climate-related opportunities • Enforce the data protection management in
and environmental concerns compliance with Personal Data Protection Act B.E.
• Energy innovation management 2562 (2019) and continuously maintain data protection
(energy innovation) and storage in accordance with ISO 27001 standard
• Safe working environment (Information Security Management System)
• Readiness of information and • Provide necessary training for employees on
response to customer’s enquiry, information security awareness and establish channel
including information accuracy for reporting on receiving suspicious email
• Inspect electricity consumption using the Corporate
Energy Audit Management process
• Maintain safety and occupational health management
in accordance with ISO 45001 standard
• Cooperate for responding to enquiries with accurate
information and timely manner

76 Form 56-1 One Report 2022

 Value Creation Engagement & Communication Approaches

• Maintain long-term relationships with employ- • Annual employees’ engagement and opinion
ees and career stability survey
• Provide safe working environment for employ- • Company-wide communication between HR
ees, including minimization of work-related Department and employees via E-mail, Intranet
accidents/injuries and Mobile Application
• Raise employees’ awareness on environmen- • Meeting management
tal management and sustainability for further • Quarterly meeting management (Talk to You
improvement and development activity)
• Provide career promotion and stability • Appointment of Welfare Committee
• Annual 56-1 One Report and company website
• Complaint and whistleblowing channels
(https://www.bcpggroup.com/en/corporate-
governance/whistleblowing-channel)

• Maintain efficient power distribution as agreed • Customer satisfaction survey

in the PPAs • Annual customer visits and meetings
• Deliver quality product and services as • Mutual agreement in writing
expected, including prompt problem-handling • Annual 56-1 One Report and company website
• Maintain positive relationship and long-term • Complaint and whistleblowing channels
trust with customers (https://www.bcpggroup.com/en/corporate-
• Strengthen cybersecurity in energy sector governance/whistleblowing-channel)

BCPG Public Company Limited 77

 Issues of Interests
Stakeholders Actions & Responses
Expectations
Supplier & • Business ethics and • Establish the standardized supplier code of conduct,
Contractor transparency communicate to suppliers and conduct an ESG
• Business growth assessment
• Labor and human rights • Maintain good relationship with suppliers and gain
• Environmental awareness their trust in transparent and auditable procurement
procedures, including rapid response and promotion
of human rights and labor affair
• Establish and enforce sustainable supply chain to
better mitigating risk and growing together with
suppliers, i.e., registration for approved vendor list
(AVL), supplier risk assessment and evaluation
• Development partnership projects including capacity
building through training
• Set a fair schedule of payment to suppliers

Shareholder & • Business ethics and • Strictly comply with the business code of conduct and
Investor transparency ensure compliance with applicable laws and regulations
• Business growth relevant to business operation
(e.g., direction, progress of • Disclose the proper information with transparency and in
project) timely manner. The disclosed information is easy-
• Business performance to-use and easily accessible on company website, i.e.,
(e.g., shareholder returns) factsheet, company profile and operation results
• Compliance with SET’s notifica- • Appoint an investor relations department to
tion and criteria on information accommodate proper liaison with shareholders and
disclosure investors and cooperate for responding to enquiries with
• Environmental and social accurate information and timely manner
responsibility in business • Disseminate opinions and questions received from
operation investors to the management
• Energy innovation • Make the payment of dividends to the shareholders
appropriate to the operating results and BCPG’s policy
• Explore clean and affordable energy investments

Business • Business ethics and • Strictly comply with the business code of conduct and
Partner transparency ensure compliance with applicable laws and
• Business growth – renewable regulations relevant to business operation
energy direction • Support energy policy and practice of relevant
• Business operation and government authority
performance including • Collaborate in business development, e.g., expansion
environmental and safety of energy storage business in potential areas
management, and social consid- • Collaborate in innovation development for better
eration performance, e.g., improvement of battery storage for
enhancing performance

78 Form 56-1 One Report 2022

 Value Creation Engagement & Communication Approaches

• Maintain positive relationship and long-term • Supplier meeting

trust with suppliers • Supplier assessment and evaluation including
• Promote supplier’s sustainable development auditing program
• Share ESG knowledge • Supplier training
• Maintain financial liquidity of business partners • Registration in the Approved Vendor List (AVL)
• Annual 56-1 One Report and company website
• Complaint and whistleblowing channels
(https://www.bcpggroup.com/en/corporate-
governance/whistleblowing-channel)

• Adhere to good corporate governance • Meeting between BCPG and shareholders/

principles investors, i.e., analyst meeting (quarterly),
• Disclose transparent and accurate information roadshow, company visit, conference call,
to SET Annual General Meeting (AGM), SET
• Maintain long-term confidence and trust with Opportunity Day, management discussion and
shareholders and investors analysis (MD&A), etc.
• Promote green investment or sustainable • Discuss, analyze and respond to enquiries and
finance comments through investor relation activities/
• Deliver strong performance for shareholders/ channels, i.e., teleconference, email, Facebook,
investors who support clean energy website, etc.
• Disclose information to SET
• Annual 56-1 One Report and company website
• Complaint and whistleblowing channels
(https://www.bcpggroup.com/en/corporate-
governance/whistleblowing-channel)

• Adhere to good corporate governance • Meetings as appropriate

principles • Annual 56-1 One Report and company website
• Maintain long-term confidence and trust with • Complaint and whistleblowing channels
business partners (https://www.bcpggroup.com/en/corporate-
• Contribute to Thailand energy transition to governance/whistleblowing-channel)
clean energy and to regional expansion of
affordable renewable energy
• Contribute to advocacy of future demand of
renewable energy

BCPG Public Company Limited 79

 Issues of Interests
Stakeholders Actions & Responses
Expectations
Community • Business impacts on the • Strictly comply with applicable environmental and
community and the environment safety laws and regulations relevant to business
• Business commitment on local operation
employment • Hire local people in the surrounding communities near
• Engagement of community the power plants
including supporting • Support community activities in forms of monetary and
communities’ activities non-monetary as appropriate, such as sports activities
and educational activities on a regular basis as well as
educate youth in the vicinities on clean energy
• Share resource for creating benefit/value for surrounding
communities, e.g., installing solar rooftop system for
the hospitals in the company’s operating areas

Financial • Business ethics and transparency • Strictly comply with conditions of loan agreements
Institution • Compliance with applicable law and other specific conditions issued by the financial
including environmental and institutions
safety management in business • Strictly comply with the rules and regulations of public
operation and loan agreement finance institutions
• Business awareness on social • Cooperate for responding to enquiries with accurate
consideration including stake- information and timely manner
holder participation
• Risk management

Regulator & • Compliance with applicable laws • Strictly comply with the business code of conduct and
Government and regulations applicable laws and regulations relevant to business
• Business ethics and operation
transparency • Provide, respond and clarify with accurate information
• Environmental and social within determined period
consideration for business • Operate business with due care and minimize potential
direction environmental and social impacts, i.e., maintain
• Collaboration with government implementation of environmental management in
sector in supporting accordance with ISO 14001 standard and safety
development of energy and management in accordance with ISO 45001 standard
provision of accurate information • Inspect the operations of the business lines in the
company
• Cooperate and support government authorities to
promote environmental and social implementation,
e.g., provision of technical expertise and exchange
knowledge to improve energy policy

80 Form 56-1 One Report 2022

 Value Creation Engagement & Communication Approaches

• Minimize impacts from business operation to • Engagement of people in local community such
community and environment as village chief, community representatives by
• Maintain relationship and long-term trust with local staff working at operating site
surrounding communities, including • Community opinion survey either annual survey
community cooperation for future opportunity or for specific purposes, e.g., prepare/update
• Contribute to reduction of country’s Code of Practice (COP)
unemployment rate, generate income and • Quarterly community and environmental
activities
develop quality of life of people in the vicinities
• Annual 56-1 One Report and company website
of the power plants • Complaint and whistleblowing channels
(https://www.bcpggroup.com/en/corporate-
governance/whistleblowing-channel)

• Adhere to good corporate governance • Meeting between BCPG and financial institutions,
principles i.e., meeting with management, meeting with
• Maintain long-term confidence and trust with analyst, regular discussion (physical at BCPG’s
financial institutions premise or online platform where appropriate)
• Support movement and dynamic in sustainable • Prepare contracts and agreements in writing
finance • Annual 56-1 One Report and company website
• Maintain a healthy balance of the finance and • Complaint and whistleblowing channels
debt markets (https://www.bcpggroup.com/en/corporate-
governance/whistleblowing-channel)

• Adhere to good corporate governance principles • Meeting and business visit in various occasions
• Maintain positive relationship with regulators • Engage in and support projects of government
and government sector to gain long-term agencies
confidence and trust • Response of information upon request
• Reduce of potential conflict with government • Annual 56-1 One Report and company website
agencies through accurate and transparent • Complaint and whistleblowing channels
information (https://www.bcpggroup.com/en/corporate-
• Assist in driving disclosure transparency governance/whistleblowing-channel)
contribute to the calibration of national energy
policy and practice as well as affordable of
cleaner energy
• Contribute to the Nationally Determined
Contributions (NDCs) in GHG emissions

BCPG Public Company Limited 81

 Issues of Interests
Stakeholders Actions & Responses
Expectations
Press & Media • Information transparency and • Disclose up-to-date information through company’s
disclosure, e.g., business growth communicating platforms
(direction/expansion/ progress), • Appoint a corporate communication department to
awareness on environment and accommodate proper liaison with press and media
social consideration • Respond to enquiries with accurate information and
• Communication channels – timely manner
easily accessible and
convenient, prompt response

82 Form 56-1 One Report 2022

 Value Creation Engagement & Communication Approaches

• Maintain positive relationship with media and • Press release on regular basis
gain public trust • Media interviews and meeting, e.g., giving
• Provide easy access to accurate and factual interviews on project operation or business
information for the public situation
• Assist in raising standards for disclosure • Business visit
transparency • Organizing activities for media relationship, e.g.
• Promote corporate sustainability in energy media visit on special occasions, annual media
sector thank you party, etc.
• Annual 56-1 One Report and company website
• Complaint and whistleblowing channels
(https://www.bcpggroup.com/en/corporate-
governance/whistleblowing-channel)

BCPG Public Company Limited 83

3.3 Sustainability Management in Environmental
Aspects
BCPG Group is committed to managing and resolving environmental issues, environment quality, resource optimization,
and reduction of impacts from climate change with due regard for biodiversity in its investment to ensure its stakeholders
of its operations in compliance with the corporate governance code, minimization of environmental impacts and response
to the sustainable development goals (SDGs), as seen in the Group’s environmental management guidelines under the
“Sustainable Business Development Policy”.

Sustainable Business Development Policy relating to environmental aspect

• Minimizing all environmental impacts • Protecting biodiversity from potential impacts
Minimize all environmental impacts from business from the operations
operations and integrate the move with the principle Avoid any operation which might impact biodiversity,
of “circular economy” to reduce resource consumption mitigate impacts, restore and compensate for any
and waste. potential damage to prevent biodiversity loss.

• Achieving creative business growth with green

innovations
Consistently develop businesses with creative green
innovations and technology compatible with the
business strategy of maximizing value.

84 Form 56-1 One Report 2022

Installed Capacity in year 2022

Progress of Capacity Target for 2022

Domestic Operating Capacity Foreiqn Operating Capacity

Solar Energy Solar Energy

215 MW 103 MW

Wind Energy Wind Energy Hydro Energy

10 MW 14 MW 114 MW

Environmental Quality Management and Performance in 2022

Energy Management
BCPG Group’s energy management in Thailand BCPG assigns the “Safety Health and Environment
consists mainly of energy management of offices and power Committee” to oversea and define goals, control and
generation projects. monitor the management of energy and the environment in
BCPG’s rental office premises at M Tower, Floors 12 and 15,
BCPG Group commands a total of 20 plants for domestic in Bangkok. Performance of the plants and office energy
solar and wind energy projects under its control. Though management in 2022 is summarized below:
most plants are based on renewable energy, BCPG Group
commands systematic management for energy and
resources. A Code of Practice (CoP) has been prepared
for solar power projects, and reports on the implementation
under the power projects are routinely submitted to the
Energy Regulatory Commission Office.

BCPG Public Company Limited 85

Energy Consumption in 2022

Energy Consumption Unit 2022

Energy Consumption (Plants)

Non-Renewable Energy (Non-Renewable Energy : Plants)
Diesel Consumption (Mobile Combusion) Megajoules 1,193,872.04
Gasoline Consumption (Mobile Combustion) Megajoules 197,163.96
Energy Consumption (M Tower, Floor 12 and Floor 15)
Non-Renewable Energy (M Tower, Floor 12 and Floor 15)
Diesel Consumption (Mobile Combusion) Megajoules 590,788.20
Gasoline Consumption (Mobile Combustion) Megajoules 360,599.91
Total Non-Renewable Fuels Consumed Megajoules 12,928,457.26
Electricity Purchased for Consumption
Energy consumption (Plants) Megajoules 9,735,768.00
Energy consumption (M Tower, Floor 12 and Floor 15) Megajoules 850,265.16
Total Electricity Purchased for Consumption Megajoules 10,586,033.16
Self-Generated Electricity Sold
Stelf-generated electricity from renewable sources not consumed Megajoules 1,139,472,853.20
Self-generated electricity from renewable sources sold Megajoules 1,139,472,853.20
Total Energy Consumption within the Organization Megajoules 23,514,490.42
Remarks :
1. Conversion Factors based on the Energy Statistics of Thailand 2022 publication, * Prepared by The Office of Energy Policy and Planing, Ministry of Energy (Page 224-226)
2. There was no report on renewable energy consumption in 2022 by BCPG Group.
3. Energy consumption reported was the data under the control of the organization and only from domestic projects.
4. The above data are not yet certified by a third party.
5. In 2022, there was no external energy consumption.

86 Form 56-1 One Report 2022

Greenhouse Gas (GHG) Emissions Management
The Group recognizes the significance of being a part of • Comply with applicable laws and regulations as a
environmental conservation and clean-energy operation minimum
with social responsibility to promote and support sustainable • Perform duties safely and ensure no impact on the
development. Company, communities and the environment.
• Conscientiously optimize resources
BCPG has defined a sustainable development policy • Support and develop procurement design for continusly
and guidelines for environmental practices, which are
included in its Corporate Governance Policy with the
following essential aspects:

Carbon Footprint for Organization

BCPG is concerned about the negative impacts of business In addition, this year the Company expanded its reporting
activities on the environment and recognizes that GHG scope to Scope 3 emissions, which covered product life
emissions are a major contributor to climate change. cycles under the “GHG Protocol Corporate Value Chain
Therefore, BCPG monitors the amount of GHG emissions from Standard”, World Resources Institute.
its operations every year.
BCPG Group has set guidelines to pave the way to a ZERO
For the scope of GHG emission reporting, the Company emission organization, taking into consideration possibility
monitors GHG emissions from all projects located int in reducing carbon emission from all processes, including
Thailand. The carbon footprint is reported under the control EV replacement, reforestation and clean technology.
approach and covers majors GHGs: carbon dioxide (CO2),
methane (CH4), nitrous oxide (N2O), hydrofluorocarbons
(HFC), perfluorocarbons (PFC), sulfur hexafluoride (SF6),
and nitrogen trifluoride (NF3). The Carbon Footprint report
follows the “GHG Protocol Corporate Accounting and
Reporting Standard” of the World Resources Institute.

BCPG Public Company Limited 87

GHG Emissions from Scope 1 and Scope 2 in 2022
GHG Emissions
2022
(Unit: ton CO2 eq) 305-1,305-2
Total Direct Emissions from Scope 1 272.58
Mobile Combustion from Vehicle Use on Plants 104.07
Mobile Combustion from Management Vehicle 140.78
Waste Water Treatment and Discharge (Fugitive Emissions)-Plants 27.74

Scope 2 Emission- Electricity Purchased 1590.50

(Gross Location-based Scope2 GHG Emissions) 1590.50
Other Indirect Emissions (Scope3) 160.91
1. Waste Generated In Operations (M-Tower) 75.03
2. Business Travel (Domestic flights) (Corporate) 3.31
3. Business Travel (International flights) (Corporate) 75.97
4. Business Travel (Hotel and Accommodations) (Corporate) 3.27
5. Waterwork (Plants) 3.34
Total Carbon Footprint organization (Scope1, Scope 2 and Scope3) 2,024

Remarks :
1. Emission factor for gasoline and diesel refers to IPCC 2006, Vol. 2, Ch3, Table 3.2.1
2. Emission factor refers to EPPO, Energy Statistics, Table 9.1-15: CO2 Emission per kWh (2021)
http://www.eppo.go.th/index.php/th/energy-information/static-energy/static-co2?orders[publishUp]=publishUp&issearch=1
3. Global Warming Potential (GWP) refers to AR4
4. Information under verification

GHG Emissions from Scope 3

This year, BCPG Group expanded its carbon footprint 1) Major GHG emission sources
reporting scope to Scope 3 emission, which covers the 2) Systematic data collection
impacts from its value chain or emissions from cradle to 3) Risk and impact that may be caused by business
grave. BCPG Group has considered indirect activities activities or external influence
which are major contributors to GHG emissions (Scope 4) Business interest activities.
3) following the “GHG Protocol Corporate Value Chain For each criterion, scores rank from 0 to 3 (0 is no score
Standard”, World Resources Institute. The Company has and 3 is the highest score). All issues carry fair weight. If
defined emissions sources for Scope 3 and set selection any Scope 3 emission activities trigger the criteria, they are
criteria as follows: included in Scope 3 reporting.

88 Form 56-1 One Report 2022

GHG emissions intensity within the organization per unit of generated electricity
BCPG Group has defined GHG emissions intensity by dividing the absolute GHG Emissions by the generated electricity in
all domestic projects. The intensity is as follows:

GHG emissions intensity (Scope 1 and Scope 2) 0.0061 ton Co2 eq : MWh

GHG emissions intensity (Scope 1 and Scope 2) per generated electricity unit 1,863 ton Co2 eq
Generated electricity 317 GWh

GHG emissions intensity (Scope 1, Scope 2 and Scope 3) per generated 0.0066 ton Co2 eq : MWh
electricity unit
GHG emission intensity (Scope 1, Scope 2 and Scope 3) 2,024 ton Co2 eq
Generated electricity 317 GWh

BCPG receives the Certificate of Carbon Footprint

Organization granted by Thailand Greenhouse Gas
Management Organization (Public Organization). The report
covers all business operations in Thailand including Solar
Energy Business and Wind Operations. The reporting year
based on 2019 operations. All data is verified by accredited
third-party verifier.

BCPG Public Company Limited 89

Thailand Voluntary Emission Reduction (T-VER) Program
The Group takes GHG emissions reduction very seriously and joined the Thailand Voluntary Emission Reduction Program
(T-VER) under Thailand Greenhouse Gas Management Organization (Public Organization) (TGO) by promoting and
supporting voluntary GHG emissions reduction of every sector and offsetting carbon credit under the Thailand Voluntary
Emission Trading Scheme.

TGO has established criteria and procedures for project development, a GHG emissions reduction protocol, and
registration and certification. Each project must reduce/absorb domestic GHG emissions, which are sources of global
warming. The Group’s participation is as follows:

Carbon Credit Certified by T-VER Program

Certified Carbon
Project Period Credit
(TonCO2e/kWh)
BSE Grid-Connected Solar PV Project Chaiyaphum Province 01/02/2558-31/01/2565 (PDD) 211,236

BSE -BRM Grid-Connected Solar PV Project Buriram Province 01/02/2559-31/01/2565 (PDD) 53,389 

BSE -BRM1 Grid-Connected Solar PV Project Buriram Province 01/02/2559-31/01/2565 (PDD) 51,737

BSE - BPI Grid-Connected Solar PV Project 01/02/2559-31/01/2565 (PDD) 178,471 

Phra Nakhon Si Ayutthaya Province

25- Megawatt Photovoltaic Power Plant Project of Bangchak 01/02/2559-31/01/2565 (PDD) 102,973
Solar Energy Phra Nakhon Si Ayutthaya Province

12.5- Megawatt Photovoltaic Power Plant Project of Bangchak 01/02/2559-31/01/2565 (PDD)  51,306
Solar Energy Nakhon Ratchasima Province

12.5-Megawatt Photovoltaic Power Plant Project of Bangchak 01/02/2559-31/01/2565 (PDD) 53,216

Solar EnergyChaiyaphum Province

10 MW Wind Power Plant (LLG) Nakhon Si Thammarat 01/05/2562-30/04/2569 (PDD) 5,470 

Province

20.94-MWdc Solar Power Plant (BCPF) 01/08/2561-31/07/2568 (PDD) 26,625 

(3 Agricultural Cooperatives and 2 Veteran Welfare Offices)

Remarks :Information as of July 18, 2022

90 Form 56-1 One Report 2022

Water Management
Water Management Process
BCPG Group recognizes the value of water resources and emphasizes its importance through site selection, construction
preparation, and project operation in strict compliance with the code of practice (COP) for solar photovoltaic operators and
operates the business in strict compliance with the environmental management standard (ISO 14001) in the monitoring
and mitigation of impacts from the Group’s operations.

Water storage for panel cleaning and water storage Inspection of water drainage systems
system • Regularly inspect water drainage systems to ensure
• Assess sufficiency of water for panel cleaning smooth drainage
without causing any impacts on the community and the • Maintain and inspect the systems to ensure good
surrounding areas conditions
• Inspect water storage levels regularly to ensure • Provide training for employees and contractors to
non-spillage ensure their work safety and reduce impacts on
Systematic flood prevention related parties, whether inside or around the
• Prepare a flood prevention plan to mitigate flooding of community.
surrounding areas

BCPG Public Company Limited 91

In 2022 there was neither water shortage for the Group’s renewable-energy production projects nor any dispute or
controversy on water-sharing with surrounding communities.

In addition, BCPG Group has monitored the raw water consumption of domestic solar and hydro power projects in which
BCPG has controlling power. Though water is not a main factor in renewables power generating processes, the Group
recognizes the importance of water resource management.

In 2022 BCPG started analyzing the water stress of watershed areas where the Company has been using water sources to
comply with SDG 6: Clean Water and Sanitation.

Water consumption and ratio of power production for 2022

M-TOWER Domestic Power Projects

Description
2019 2020 2021 2022 2019 2020 2021 2022
Water reduction target - 8  8  8  - 10% 10% 10% 
(against 2019)
Unit: cubic meter
Piped water/ground 157  130 69  225 30,799 33,666  39,444  31,688
water consumption
Unit: Cubic meter
Generated electricity - - - - 295 297 332 317
Unit: GWh
Ratio of water - - - - - 11% 12% 10%
consumption/generated
electricity
Unit: Cubic meter/1,000 GWh
Remarks: :
1. Goal for water consumption reduction for M-Tower is set at 5% against the 2021 base year, or equivalent to 8 cubic meters per year
2. Goal for water consumption reduction for domestic power production is the ratio of piped water or groundwater consumption per generated electricity of less
than or equivalent to 10% of the 2019 base year.
3. The volume of water consumption at M-Tower in 2018- 2021 was the data for Floor 12, while the data in 2022 are made up of data for Floors 12 and 15.
4. The company did not collect the volume of water discharge from its domestic operations.
5. Data have not been compiled.

92 Form 56-1 One Report 2022

Waste Management For waste from power generation processes, BCPG
BCPG Group is concerned about the management of waste values the management of solar panels and equipment
from the Group’s business processes. As BCPG’s main degraded and damaged beyond insurance. Degraded panels
sources of feedstock for its power generation processes are removed must be transported and destroyed by a third party
from renewable energy, the waste from these processes is with a license for hazardous waste management as defined
quite low. Waste from BCPG Group’s business operations by the law, either by secure landfill or any other means as
is divided into waste from office buildings and waste from stipulated by the law on hazardous waste management.
power generation processes.
In general, the lifespan of a solar and a wind power plant
Office Waste is 25 years to the termination of agreements and the
decommissioning. BCPG has monitored the most
BCPG rents its offices at M Tower, Floors 12 and 15. Most appropriate means for the management of depreciated
of the waste is general waste or non-hazardous waste such equipment and materials from renewables power plants
as packaging, food scraps and litter. The “Safety Health with a commitment to minimizing environmental impacts
and Environment Committee” is responsible for the defining from the Group’s operations.
of the office waste reduction goal, including guidelines for
office waste management with separate waste bins: a wet Management of Waste from Power
bin for food waste, a recycle bin for packaging which can Generation Processes
be reused, and a general waste bin.
In 2022 BCPG established measures to manage hazardous
In 2022 the Safety Health and Environment Committee has waste from its project areas. Degraded panels and related
set a Zero-Foam goal for office buildings and organized electricity generation equipment and electronics equipment
campaigns on the right way of garbage-sorting in the office, will be first recycled. Degraded panels may be used in other
with the amount of garbage this year recorded. Activities areas where the Company operates, such as donation to
were promoted to educate employees on the value of waste hospitals with sufficient areas for solar electricity generation
and waste optimization. As a result, no foam was used in to reduce their burden from electricity bills, or they may
the office in 2022. be used as spare parts for other projects. The aim is to
maximize the use of solar panels and reduce hazardous
Waste from Power Generation waste before it is sent to landfill.
Processes
Operations Waste in 2022
As BCPG’s power generation processes are based on
renewables, waste from the production processes is quite low. Corporate Waste Tons
However, the Company is concerned about waste from its
operations, from construction preparation, operation Office waste 29.7
processes, to the decommissioning of equipment and Degraded solar panels 286.2
materials. The Company has established environmental
Remarks :
protection and mitigation measures and environmental impact 1. Office waste included food scraps, litter, plastic cups, and bottles.
monitoring measures under the COP for solar photovoltaic 2. Office waste is calculated from the average of waste per person per day, based
operators. on pollution control departmentand BCPG’s workdays in 2022.
3. In 2022, there is no leakage from our operations.

For project development of over 1,000 KVA, the site for the
project must not be located in conservation areas under the
Enhancement and Conservation of National Environmental
Quality Act, B.E. 2535 (1992) and the announcement of
the Department of Natural Resources and Environment on
defining environmental areas and protection measures.
BCPG Public Company Limited 93
Sustainability Management in Social Aspects
BCPG Group values efficient management with social Corporate Responsibility for Respect
responsibility by forging trust and confidence among of Human Rights Policy
all stakeholders, including the promotion of the Group’s
sustainable growth with the respect for human rights of all BCPG Group recognizes the importance of respect
employees, business partners, suppliers and contractors. for and protection of human rights. Moreover, human
rights risk assessment is conducted for all activities
BCPG Group also takes seriously support to the throughout the business value chain which affect groups
community economy through employment of people of stakeholders. The assessment covers social and
from surrounding areas of the plants and provides environmental issues in strict compliance with the code
training on professional skills and innovation creation and of human rights, international practices, and relevant
technology to enhance local as well national economy laws in each country to provide a model for business
as a response to SDG 8: Decent Work and Economic organizations that will experience continuous growth
Growth, in particular, Goal 8.5 “Achieve full and and forge an equal and thorough engagement.
productive employment and decent work for all women
and men, including young people and persons with
disabilities, and equal pay for work of equal value”.

94 Form 56-1 One Report 2022

Human Rights Management Guidelines
BCPG Group conducts its business in adherence to the code of human rights throughout the business value chain
and encourages the treatment of everyone with respect, fairness, honor, human dignity, equality, with respect
for the rights, freedom, and equality of individuals without any discrimination on the grounds of race, nationality,
birthplace, religion, gender, skin color, language, belief, education, ethnicity, disability, political opinions, economic
status, group participation, or any other social status that is unrelated to the performance of work or other matters,
with the following actions:

1. The Group shall avoid acts or engagements that violate framework, as well as communicating, disseminating, and
human rights or present an adverse effect on human educating related parties throughout the value chain,
rights and shall neither neglect nor ignore any act that is such as suppliers and contractors to bring about
considered a violation of human rights by BCPG Group. engagement in the operation. This practice serves as
This matter should be reported to the supervisor, and full guidelines for business operations with responsibility
cooperation shall be given to the examination of facts and respect for human rights
2. BPCG shall conduct a thorough examination of 5. BCPG shall establish communication channels that
human rights for impacts that have occurred or may fit all stakeholders and whistleblowing or complaint
occur in connection with business activities throughout channels about violation of human rights, any incident
the value chain to avoid, prevent, and mitigate any of discrimination due to the impacts of the business
impact in a participative manner, thus ensuring that the operations of BCPG Group. Moreover, BPCG will
services and manufacturing of goods, treatment of labor, conduct an examination of the impacts of the
treatment of suppliers, creation of a work environment, whistleblowing process or other mechanisms, such
and any joint investment will not have any adverse as negotiation, mediation, remedial measures, taking
effect on human rights for stakeholders. BCPG will show into account morality, accessibility, and fairness in
responsibility to both society and the environment while accordance with the code of human rights, as well as
being a good neighbor the confidentiality of all information
3. BCPG shall analyze and assess any impact that has 6. BCPG shall monitor, report, and publicize information on
occurred or may occur due to business operations and impact assessment and performance results on human
the human rights risk rights in the interest of transparency.
4. BCPG shall cultivate this policy among all related
parties, setting out an applicable management

Treatment of Employees and Labor

BCPG Group recognizes the importance of employee stewardship by establishing guidelines for defining fair
long-term and short-term compensation for employees in accordance with performance KPIs, including the rights
and welfare, against other listed companies. BCPG’s recruitment of permanent employees, new employees, rate
of resignation, and maternity leave are shown below:

BCPG Public Company Limited 95

Permanent Employees in 2022
Workplace Total Percentage of
Permanent Employees Bangkok Others (Person) all employees
(Person) (Person)
Male
Below 30 years old 1 5 6 5%
30 – 50 years 20 28 48 41%
Over 50 years 7 0 7 6%
Total 28 33 61 52%
Female
Below 30 years old 4 0 4 3%
30 – 50 years 44 4 48 41%
Over 50 years 5 0 5 4%
Total 53 4 57 48%
Grand total 81 37 118 100%
Remarks :
1. “Others” means renewables power plants located in Thailand only. 2. Information as of December 31, 2022.
3. The number of the handicapped and underprivileged in all places is 0.

New Employees in 2022

Workplace Total Percentage of
New Employees Bangkok Others (Person) employees
(Person) (Person)
Male
Below 30 years old 1 1 2 2%
30 – 50 years 9 0 9 8%
Over 50 years 0 0 0 0%
Total 10 1 11
Female
Below 30 years old 3 0 3 3%
30 – 50 years 17 0 17 14%
Over 50 years 0 0 0 0%
Total 20 0 20
Grand total 30 1 31
Remark :
1.“Others” means renewables power plants located in Thailand only. 2.Information on new employees is from January to December 2022.
3. Percentage of employee turnover is 22% (as of December 31, 2022).

96 Form 56-1 One Report 2022

Number of Female Employees with Maternity Leave in 2022
Number of Female Employees and Maternity Leave Bangkok Others
employees 48 4
Employees who applied for maternity leave 2 0
Employees who returned to work after maternity leave 2 0
Employees who returned to work after maternity leave and were employed for 1 0
another 12 months
Percentage of returning to work after maternity leave 100% -
Percentage of employment retention after maternity leave 100% -
Remarks: :
1. The number of female employees entitled to maternity leave was defined as any female employees age under 50. 2. “Others” means renewables power plants
located in Thailand only. 3. Information from January to December 2022.

Human Resource Development Policy

BCPG Group commands a policy on continuing 2. Functional Competency
training of its personnel to enhance their knowledge, The development of specific competency in relation to
skills and expertise as well as performance efficiency of business (key business success program) is to enhance
all employees. Employees are encouraged to develop specific knowledge and skills essential to business success,
their knowledge and skills through on-the-job training. which cover:
Internal training on knowledge and experience-sharing
is also regularly organized. Executives and employees • Common competency such as finance, accounting,
from different business functions will be sent to attend human resources, law, and IT
training and seminars related to their work so that they • Technical competency in relation to business
may apply the knowledge to improve the Company’s operations, such as solar, wind and hydro power,
operations. energy storage systems, and transmission lines.

Guidelines for Personnel In addition, the Group applies technology systems which
Development Management support the learning process and personnel development
via its internal IT system to increase the efficiency of
BCPG Group has formulated training plans for personnel information management and provide ready access for
development, which fall into two categories: employees to information on learning and training.

1. Core Competency
The development of core competency (mandatory program)
is to enhance knowledge and basic skills necessary for
sustainable business operations, such as the induction
program, foundation competency, leadership competency,
and future building competency.

BCPG Public Company Limited 97

Human Resource Development
Performance
The Group has engaged third-party providers with Moreover, BCPG Group recognizes the importance
vast experience and expertise in specific fields to of and promotes the family institution by establishing
conduct training for employees to encourage them to and managing various medical welfare schemes for
develop their knowledge through internal and external employees, which cover their family members, providing
training. It arranged monthly knowledge management a fitness center on Floor 11, M-Tower Building, a private
sessions, a knowledge test to encourage knowledge and room for breast-feeding facility, and compensation for
experience-sharing, lessons learned and tips and tricks the death of parents or children. Employees can choose
among employees. flexible work hours or work from home to reduce Covid-19
risk for themselves and their family members.
The Group has set individual development plans (IDPs)
and knowledge-sharing as one of the corporate KPIs. Employee Satisfaction Survey
In 2022 the Group organized training throughout the BCPG Group has prepared an employee engagement
year. The training for 2022 included an in-house survey by engaging an international third-party
training and public training, with a total training consultant to manage the survey on employee
investment of Baht 3.2 million and average training hours satisfaction, design questionnaires, and conduct the
per person of 34 hours/year. assessment. The design of assessment guidelines must
follow acceptable methods of an international standard.
Guidelines for Personnel Retention Criteria for the survey fall into five levels in six topics:

BCPG Group has set guidelines for fair treatment of 1. Performance Management
employees with respect for human right and without 2. Career Development
gender discrimination through appropriate and fair 3. Engagement and Well-being
compensation, welfare and other benefits which are not 4. Collaboration
less than those stipulated by the law and competitive 5. Communication
in the labor market, based on performance assessment 6. Rewards and Recognition.
and the corporation’s performance, both in the short Results of the survey for 2022 was 72% among local
term and long term, comparable to the market of the employees.
same industry.
In addition, BCPG Group has established a provident
fund and ensured sound occupational health and
a safe work environment of acceptable standard.
Training is organized to enhance knowledge of
employees and develop their potential and knowledge
under competency-based training as well as other
training of their interests to further their career paths and
development.

98 Form 56-1 One Report 2022

Occupational Health and Safety 3) Environmental Policy
BCPG is committed to environmental protection and
BCPG Group takes seriously occupational health conservation, pollution prevention, compliance with
and safety management of the operation function, environmental laws and applicable requirements, and
monitoring of renewable-energy production process, and is continuous improvement of environmental management
committed to operating the business with efficient to enhance environmental efficiency (ISO 14001: 2015).
management systems. BCPG Group has set an
occupational health and safety management Occupational Health and Safety
system of the ISO 45001:2018 standard for its internal Strategy
management, which consists of the operation, audit,
and review to ensure efficient business operations and BCPG Group’s implementation in line with the guidelines
ongoing development. for occupational health and safety management are:

• Hazard identification, risk assessment and job

safety analysis for employees and contractors through
consideration of probability and severity of impacts.
Risk control measures and work procedures must be
established to mitigate the risk to BCPG’s risk appetite
for any high-risk activity before its commencement.
Occupational Health and Safety Policy • Assessment of legal compliance and regular updating
of new laws and permits
BCPG Group has issued its policy on environmental • Supervision and control of the work environment to
quality, occupational health, and safety covering the comply with the work rules, for example, there must be
administrative structure. All executives and employees a head of work safety and all employees and related
and contractors on its sites are directly responsible for parties must wear PPEs while working.
observing the policy. • Establishment of a reporting system and investigation
of accidents, or abnormal incidents or events. The
1) Occupational Health and Safety Policy Company has defined procedures for reporting unusual
BCPG is committed to eliminating all hazards and or near-loss incidents and accidents with injuries or
reducing risks associated with occupational health and property damage.
safety, including the risk from Covid-19, to ensure safe and
hygienic workplaces, prevent work injuries and sickness, Occupational Health and Safety
comply with applicable laws and other regulations on Performance in 2022
occupational health and safety, provide consultation and
personnel engagement and improve occupational health • Zero Fatality (employees and contractors)
and safety management (ISO 45001: 2018). • Lost-Time Injury Frequency Rate (LTIFR) was zero per
million hours.
2) Quality Policy
Remarks: The above information covers domestic power plants only.
BCPG is committed to meeting customers’ requirements
and all applicable requirements, as well as continuous
improvement of quality management (ISO 9001:2015).

BCPG Public Company Limited 99

Guidelines For Social And Community Responsibility
The Group recognizes the importance of society and the development for the well-being of people in the community around
its establishments by applying its vast business knowledge and experience in creating concrete benefit with emphasis on
the safety, occupational health, environment and energy management system. The Group has formulated a sustainable
development activity plan under the concept of “Breath of the World”, aiming to improve and restore nature in various
areas and improve the quality of life and well-being of the people through innovation and renewable energy for a better
environment. The activities fall into three categories: Breath of the Wilds, Breath of the Waters, and Breath of the Souls.

Breath of the Wilds

Breath of the Wilds focuses on activities related to conservation of forests and wildlife together with preservation of
ecosystems and natural habitats. In 2022 BCPG Group implemented the following activities:

Forestation in the Power Plant

BCPG Group is committed to reducing GHG emissions to achieve the Net Zero target to mitigate problems on climate
change and raise awareness of ‘Change begins with you’. Together with our employees and the communities in Ban
Nong Man Pla, Prachinburi Province, BCPG Group held the “Forestation in the Power Plant” activity to transform a portion
of areas around the power plant into a 12-rai forest, which will serve not only as GHG storage for the planet, but also as a
source of forest produce for the communities looking after it. The activity was held at BCPG’s Prachinburi Power Plant in
Kabin Buri District, Prachinburi Province. This is one of BCPG’s 17 solar power plants in Thailand.

100 Form 56-1 One Report 2022

“Secrets of the Jungle” Nature Conservation Camp
The activities were held at Khao Yai National Park to cultivate in the young awareness of wildlife and forest conservation
and the awareness of the importance of forests, wildlife, and the balance of ecosystems, including methods for mitigating
impacts from climate change, for Grades 5-6 students from Chainarong Witthaya School, Nakhon Ratchasima Province;
Ban Thong Kham Phing Witthaya School, and Nong Pradu Witthaya School, Chaiyaphum Province; Ban Nong Man School
and Chumchon Ban Hua Wua School (Rat Uthit), Buriram Province. These schools are in the vicinity of BCPG’s plants,
and the activities helped teachers participating in the activities to apply the knowledge to educate their students who did
not participate in the activities.

Breath of the Waters

Breath of the Waters focuses on promoting awareness of water resource conservation. Activities conducted in 2022 were:

Knowledge Sharing
BCPG Group prepared and disseminated articles on “Blue Carbon” via its Facebook Page to raise awareness of the
significance of mangrove forests, marine/coastal wetlands and seagrass, which are the essential storage of blue carbon
and play a part in solving global climate change.

BCPG Public Company Limited 101

Breath of the Souls
Breath of the Souls focuses on raising the quality of life, society and communities, in particular communities surrounding the
Company’s establishments, as they are one of BCPG’s major stakeholders. In 2022 BCPG organized a variety of projects

Energy for Everyone

The Company installed a 75-kW solar power generation system for Bamnet Narong Hospital, Chaiyaphum Province, which
is located near BCPG Group’s power plant, to save the hospital’s electricity charges for other public service.

Sharing Resource Project

The Company has allocated unoccupied land in the Lom Ligor Power Plant, Nakhon Si Thammarat Province, for commu-
nities to use for rice planting for household consumption. The project entered its third year from its inception in 2020, with
about 10 families joining the project.

102 Form 56-1 One Report 2022

Circular Economy Thinkers Project
This edutainment workshop activities educated students from Grade 6 to 9 of Wat Obthom School (Obthom Witthaya
Prachanukul), Ang Thong Province, on the concept of the circular economy and the optimization of renewable resources
with a focus on learning from items around them and application to their daily life through 3Rs: Reduce / Reuse / Recycle.

BCPG Golf Clinic

Golf Clinic workshop activities provided basic golfing knowledge and skills by professional golfers to students from Bang
Pa-in School and Bang Pahan School, Phra Nakhon Si Ayutthaya, to inspire them and cultivate good attitudes as well as
promoting sporting skills for the youths.

Other Social Charitable Activities Inquiry on Sustainability:

BCPG Group provided supporting funds and contribution to Website : https://www.bcpggroup.com
foundations and charitable organizations such as the Foun- Mail : Corporate Sustainability Committee
dation for the Welfare of the Mentally Retarded of Thailand BCPG Head Office,
and Thailand Foundation (Saidek 1387). It organized other 2098 M Tower Building, 12th Floor,
charitable activities such as a charitable golf tournament to Sukhumvit Road, Phra Khanong Tai Subdistrict,
fund the construction of King Mongkut’s Hospital Chao Khun Phra Khanong District, Bangkok 10260
Thahan, scholarships for Thai monks under the Office of the Tel: 66 (2) 2 336 8930
Permanent Secretary, Ministry of Finance. The fund and sup- Email: bcpgsustainability@bcpggroup.com
porting contribution for 2022 amounted to THB 11.1 million.

BCPG Public Company Limited 103

Progress on Sustainability Implementation in 2022
Sustainability Implementation 2022 Goal 2022 Performance
Environment
ZERO FOAM 0 0
Carbon Neutrality Carbon Neutral In progress
Systematic reforestation and monitoring Once a Year
Human Resources
Training hours 24 hours 34 hours
Ratio of employees return to work after maternity leave 80% 100%
Employee satisfaction 75% 72%
Safety, Occupational Health and Environment
Fatalities of employees and contractors 0 case 0 case
Lost-time accidents of employees and contractors 0 case 0 case
Other accidents of employees and contractors 0 case 0 case
Lost Time Injury Frequency Rate 0 hour per million 0 hour per million
man-hour man-hour
Hazardous chemicals leakage 0 case 0 case
Environmental disputes 0 case 0 case
Community Quality of Life Development
Employment of local communities in the plants’ surrounding areas - 231
(workers and techni-
cians)
Ratio of employees participating in CSR activities 90% 64%
Number of complaints on BCPG’s business operations from communities 0 case 0 case
Responsibility towards Customers
Customer satisfaction 62% 94%
Number of complaints on critical issues from customers - 0 Case
Customers’ privacy and Data Securities Leaks - 0 Case
Customer Relations Dispute - 0 Case
Human Rights
Disputes on labor or human rights violation 0 Case 0 Case

Remarks: Information as of December 31, 2022, covering only domestic operations

104 Form 56-1 One Report 2022

Management Discussion and Analysis for
Q4/2022 Results
Executive Summary
Financial Highlight
Unit: THB million 2020 2021 2022 Δ%
Revenue from sale and rendering of service 4,230.7 4,668.8 5,405.2 15.8%
Share of profit of invesment in associates* 508.2 600.0 129.7 (78.4%)
EBITDA* 3,848.7 4,252.8 4,434.5 4.3%
Ner profit attributable to owners of paren 1,912.3 2,010.8 2,630.1 30.8%
Core Profit* 1,959.3 2,284.3 2,066.3 (9.5%)
* Excluding gain/(loss) on FX and one-time items

For 2022, the Group of Companies recorded core profit of THB 2,066.3 million, decreased by 9.5%
YoY. This was resulted from the following factors.
(-) Lower revenue contribution from solar projects in Thailand due to the expiration of adder power plants; however,
the impact of adder expiry was lessened by the higher Ft rate.
(-) Lower revenue contribution from wind power plants in Thailand from the lower wind speed.
(-) Lower share of profit from associates due to the absence of contribution from geothermal power plants in Indonesia and
the lower share of profits from the wind power plant in the Philippines.

Key developments during 2022 until now

Announced an additional investment in Taiwan Solar farms
On 28 January 2022, the Group of Companies announced an additional development of solar power projects in
Taiwan with an installed capacity of 357 MW, resulting in the Company’s total development pipeline in Taiwan of 469 MW.
The construction commencement of the projects is expected to start in 2023 and the commercial operation date is
scheduled from 2023 to 2024.

This development of solar power projects is an excellent opportunity for the Group of Companies as the projects will have
long-term-Feed-in-Tariffs power purchase agreement with Taiwan Power Company, the state-owned enterprise managing
electricity production and distribution in Taiwan.

Disposed 33.3% shares of Star Energy Group Holdings Pte. Ltd. (SEGHPL)
On 3 March 2022, the Group of Companies disposed 33.3% shares of Star Energy Group Holdings Pte Ltd. (SEGHPL)
to Springhead Holdings Pte Ltd. in the amount of USD 440.0 million (or an equivalent of THB 14,551.32 million based on
exchange rate of THB 33.06/USD). The proceed from the divestment will be supported in new investment of renewable
projects, increasing the Group of Companies’ investment ability in the future.

SEGHPL operates business by investing in 3 geothermal power plants in Indonesia, including Wayang Windu power plant
(installed capacity of 227 MW), Salak power plant (installed capacity of 377 MW and Darajat power plant (installed capacity
of 216 MW)
BCPG Public Company Limited 105
Achieved the COD of 2 solar projects in Japan as target
On 29 March 2022 and on 15 April 2022, the Group of Companies successfully achieved the commercial operations of
2 solar power plant projects in Japan, Komagane and Yabuki. The Komagane project is located in Nagano province and
has a PPA of 25.0 MW at the Feed-In-Tariff rate of JPY 36.0 per kWh with Chubu Electricity Power Company for 20 years.
Meanwhile, the Yabuki project is located in Fukushima province and has a PPA of 20.0 MW at the FIT rate of JPY 36.0 kWh
with Tohoku Electricity Power Company for 20 years.

With the most recent commercial operations of these two projects, the Group of Companies’ total operating capacity in
Japan is 79.7 MW, with a developing capacity of 10 MW. Achieved the COD of CMU phase 2 project at Chiang Mai University

On 1 April 2022, the solar rooftop project at Chiang Mai University under CMU Smart City started the COD of phase 2 with
an installed capacity of 1.3 MW. The second phase is located in Suan Dok area, Chiang Mai province, which is being
operated by Thai Digital Energy (“TDED”), a subsidiary of the Group of Companies with a 75% stake. The recent COD of
the phase 2 project increases the operating contracted capacity to 9.8 MW.

Achieved in the settlement of EDL account receivables (EDL A/R) with Nam Tai Hydropower Investment
On 10 August 2022, the Group of Companies successfully settled the EDL A/R, an amount of USD 32 million, with 25%
of the investment of Nam Tai Hydropower (Nam Tai) from Phongsubthavy Group Sole Co., Ltd. Through the investment in
Nam Tai, the Company will obtain the 50% of Economic Right to develop and operate the 220kV transmission line system
and substation from “Nam San 3A” and “Nam San 3B” project in Lao PDR to connect to Vietnam Electricity (“EVN”). The
transmission line is expected to be completed within Q1/2023.

Successfully issued project bond for Yabuki Project in Japan

On 18 October 2022, Solar power plant project, named Yabuki entered into a secured long-term loan using for shareholder
loan repayment to the Group of the Companies in the amount of JYP 10,900 million, fixed interest rates and the installment
period for repayment within September 2039.Yabuki project located in Fukushima province, Japan and has Power Purchase
Agreement (PPA) of 20.0 MW at Feed-in-Tariff (FIT) 36 yen per kWh with Tohoku Electric Power Company for 20 years. Also,
the investment is under TK investment with 100% proportion.

TRIS Rating increased credit rating from “A-“ to “A” with a stable outlook
In October 2022, TRIS Rating has increased the company rating and the ratings on the company’s outstanding senior
unsecured debentures from “A-“ to “A” with a “stable” outlook. The rating reflects BCPG’s role to play in achieving
Bangchak Group’s strategy regarding the business expansion and Net Zero target, as well as the revenue reliability from
power-generating assets, BCPG’s well-diversified power portfolio, and the sufficient cashflow for investment to compensate
the decrease in adder revenue in the future. This credit will also provide the opportunity to access new sources of funding
for supporting the investment readiness in further.

Successfully signed an EPC contact with PowerChina International for the wind project “Monsoon”
On 6 December 2022, the Group of Companies entered into an engineering, procurement and construction (EPC) contact
between PowerChina International Company Limited and Monsoon Wind Power Company Limited for the construction of
the Monsoon onshore wind power project in Lao PDR.

Monsoon project is considered to be the largest wind power project in Asia and also the first project that will sales
electricity cross-border via a 500 kV transmission line. The project is expected to complete the construction and be ready
for commercial operation within 2025.

106 Form 56-1 One Report 2022

Achieved in the acquisition of Asia Link Terminal for an investment in oil terminal and seaport
projects
On 30 December 2022, the Group of Companies has entered into the share sale and purchase agreement to purchase all
shares in the Asia Link Terminal Company Limited (Asia Link) with the amount of not exceeding THB 9,000 million. Asia Link
operates an oil terminal and seaport business, which is a public utility infrastructure platform supporting the energy sector
and can generate recurring income, in accordance with the Group of Companies’ business plan and investment direction.
Furthermore, the acquired infrastructure can be extended to support other future business opportunities.

TRIS Rating placed CreditAlert “Negative” implication on company and issue rating
In January 2023, TRIS Rating placed the company rating and the ratings on senior unsecured debentures of “A” on CreditAlert
with a “negative” implication. This follows the rating action on Bangchak Corporation PLC (BCP). The rating action follows
BCP’s announcement on acquiring 65.99% of the share of ESSO (Thailand) PLC from ExxonMobil Aisa Holdings Pte. The
CreditAlert placement indicates uncertainties surrounding the potential impact of the takeover on BCP’s creditworthiness.
However, TRIS Rating will revise the CreditAlert again as the transaction reaches the close and TRIS Rating has a clearer
picture of BCP’s post-acquisition credit profile.

Invested in 2 combined cycle gas turbine power plants in the USA

On 15 February 2023, the Group of Companies established a subsidiary, BPCG USD Inc. (“BCPG USA”) in the United
Sates of America to invest in combined cycle gas turbine power plants with the initial registered capital not exceeding
USD 5,000. The Group of Companies holds 100% of the issued shares. Subsequently, on 17 February 2023, BCPG USA
has entered into a share Purchase and Sales Agreement with (1) AP Caroll County Holdings LLC (“APCCH”) and (2) AP
South Field Holdings LLC (“APSFH”) with an aggregated investment value of approximately USD 115.0 million (equivalent
to THB 3,972.22 million), to acquire a generation capacity of 150.98 MW, proportional to the Group of Companies’ interest.

The Group of Companies acquired 49.00% of the membership interests in AP-BCPG CCE Partners LLC (“AP-BCPG
CCE”) from APCCH. AP-BCPG CCE indirectly owns a 17.76% membership interest in Carroll County Energy LLC (“CCE”),
which operates a 700 MW combined cycle power generation plant project located in Carroll County, Ohio, United States
(equivalent equity MW of 61 MW). The Group of Companies also acquired 49.00% of the membership interests in AP-BCPG
SFE Partners LLC (“AP-BCPG SFE”) from APSFH. AP-BCPG SFE indirectly owns a 15.55% membership interest in South
Field Energy LLC (“SFE”), which operated a 1,182 MW combined cycle power generation plant project located in Colum-
biana County, Ohio, United States (equivalent equity MW of 90 MW).

This investment aligns with the Group of Companies’ strategies in order to expand our core business, while creating recurring
income scheme to the Group of Companies. Besides, it also enhances the investment opportunity in the USA in the future.

Dividend payment from the operating results for the second half of the year 2022
On 20 February 2023, the Board of Directors, in meeting No. 2/2023, has approved the dividend payment from the
operating results for the second half of the year 2022 (1 July 2022 - 31 December 2022) to be proposed to the Annual
General Meeting of Shareholders for year 2022 for approval at THB 0.16 per share. The total dividend payment for year
2022 is THB 0.36 per share, approximately THB 1,044.42 million. This included the dividend payment from the operating
results for the first half of year 2022 (1 January 2022 – 30 June 2022) at THB 0.20 per share.

BCPG Public Company Limited 107

The Group of Companies’ Contracted Capacity
Contracted capacity breakdown by countries and types of energy at the end of 2022

country 2020 2021 2022 % Contracted capacity breakdown

by power types
Thai
164.2 171.8 173.7 1.1
9.0 9.0 9.0 0.0
Japan
14.7 34.7 79.7 129.7 390.7
MW
Laos
114.0 114.0 114.0 0.0
Indonesia
157.0 157.5 0.0 (100.0)
Philippines Solar TH 44%
14.1 14.4 14.4 0.0 Wind TH 2%
Total 473.7 501.4 390.7 (22.1) Solar JP 20%
Hydro LA 29%
*Remark: Remark: In 1Q/2022 the Group of Companies disposed 33.3% shares of Star Wind PH 4%
Energy Group Holdings Pte Ltd. (SEGHPL) to Springhead Holdings Pte Ltd.
and the transaction has been completed on 3 March 2022

At the end of 2022, total contracted capacity was 390.7 MW, decreased by 22.1% YoY, mainly from the disposal of 33.3%
Star Energy Group Holdings Pte Ltd. shares to Springhead Holdings Pte Ltd. in March 2022. However, the Group of
Companies’ contracted capacity increased from the following factors:
(1) The commercial operation of 2 new solar power plants in Japan with the total capacity of 45.0 MW. The new projects
include Komagane project (COD in March 2022) and Yabuki project (COD in April 2022).
(2) The commercial operation of new solar rooftop under the CMU Smart City project since November 2021 to April 2022
(3) The commercial operation of new solar rooftop

108 Form 56-1 One Report 2022

Financial Performance
Financial Perfomance for 2022
Unit: THB Million 2020 2021 2022 Δ (%)
Revenue from sales and rendering of service 4,230.7 4,668.8 5,405.2 15.8%
Cost of sale and rendering of service (1,436.2) (1,607.9) (1,978.3) 23.0%
Cross profit 2,794.5 3,060.9 3,426.8 12.0%
Adminstrative expenses* (532.1) (588.4) (626.3) 6.5%
Operating profit 2,262.4 2,472.6 2,800.5 13.3%
"Share of profit of investment in associatas 508.2 600.0 129.7 (78.4%)
(exlcuding one - time item)"
EBITDA* 3,848.7 4,252.8 4,434.5 4.3%
Other income/(expanse) 28.7 71.4 137.6 92.7%
FX gain/(loss) 215.6 34.3 (188.3) NA
Other one-time item** (262.7) (307.8) 752.2 NA
EBIT 2,752.2 2,870.5 3,631.6 26.5%
Finance costs* (819.7) (787.4) (835.6) 6.1%
EBT 1,932.5 2,083.0 2,796.0 34.2%
Income tax (expanse) benefit* (20.9) (72.5) (164.1) NA
Minority interest 0.6 0.3 (1.8) NA
Net profit attributable to owner of parent 1,912.3 2,010.8 2,630.1 30.8%
Core profit* 1,959.3 2,284.3 2,066.3 (9.5%)
Basic Eaming perShere (THB) 0.92 0.74 0.91 23.0%
Remark * Excluding gain/(loss) on FX and one-time item
**Including tax related to FX gain/loss)

Unit: Million 2020 2021 2022

Total one-time items (47.1) (273.5) 563.8
FX gain/(loss) 215.6 34.3 (188.3)
Tax related to FX gain/(loss) (11.7) (17.6) (432.1)
Other one-time item (251.0) (290.2) 1,184.2
Expenses related to refinancing (171.5) (107.8) -
Net gain from sales of investment in associates - - 1,644.6
Loss from disposal and impaiment of assets - (94.1) (644.0)
Net withholding tax and special business tax - - (149.7)
Other one-time item (79.5) (88.4) 333.4

BCPG Public Company Limited 109

Revenue from sales and rendering of services
The Group of Companies has revenue structures classified by country as follows:

Unit: THB mn 2020 2021 2022 Δ%

Thai 3,056.1 3,251.9 3,170.1 (25%)

Laos 948.4 1,125.4 1,178.4 4.7%
Japan 191.1 245.5 996.1 305.7%
Other operating income 35.1 46.0 60.6 31.6%
Total 4,230.7 4,668.8 5,405.2 15.8%

The company and subsidiaries: Thailand

Solar
+3.3% YoY
-2.2% YoY

16.6% 16.8% 16.5%

2,982.8 3,168.4 3,098.0

Revenue from electricity Sellable output &

sales (Unit: Millon Baht) Capacity factor
290.5 317.0 327.4

Revenue from electricity sales 2020 2021 2022 2020 2021 2022
Sellable output (Gigawatt-hour or GWh)
Capacity factor (%)

For 2022, the Group of Companies recorded operating revenue from solar power plants in Thailand of THB 3,098.0 million,
fell by 2.0% YoY owing to the expiration of adder power plants (8 MW in August 2021, 30 MW in July 2022 , and 10 MW in
October 2022). However, the impact was lessened by the higher Ft rate.

Wind
-13.7% YoY -19.8% YoY
15.3%
13.3% 12.3%

73.3 83.6 72.1

Revenue from electricity Sellable output &
(Unit: Millon Baht) Capacity factor 11.7 13.4 10.7

Revenue from electricity sales 2020 2010 2022 2020 2010 2022
Sellable output (Gigawatt-hour or GWh)
Capacity factor (%)

For 2022, the Group of Companies recorded operating revenue from a wind power plant in Thailand of THB 72.1 million,
fell by 13.7% YoY. This mainly came from the lower wind speed at the project, which led to the drop in capacity factor to
12.3% from 15.3% in 2021.

110 Form 56-1 One Report 2022

Subsidiaries: Laos
-3.4% YoY
+4.7% YoY
46.4% 52.3% 50.5%

948.4 1,125.4 1,178.4

Revenue from electricity sales Sellable output &

(Unit: Millon Baht) Capacity factor 453.3 522.6 504.7

Revenue from electricity sales 2563 2564 2565 2563 2564 2565
Sellable output (Gigawatt-hour or GWh)
Capacity factor (%)

For 2022, the Group of Companies recorded operating revenue from hydropower plants in Laos of THB 1,178.4 million,
increased by 4.7% YoY. This mainly resulted by the appreciation of USD currency against the THB currency. Even though
the electricity generation fell by 3.4% YoY from the plant shutdowns in December 2022, preparing for electricity sales to EVN.

Subsidiaries: Japan
+373.1% YoY
+305.7% YoY
11.4% 11.7% 13.1%

996.1

Revenue from electricity sales Sellable output &

(Unit: Millon Baht) Capacity factor
17.2 22.2 105.1
245.5
191.1
Revenue from electricity sales 2020 2021 2022 2563 2564 2565
Sallable output (Gigawatt-hour or GWh)
Capacity factor (%)

For 2022, the operating revenue from solar power plants in Japan was reported at THB 996.1 million, significantly rose
by 305.7% YoY from the commercial operations of 3 new projects, including Chiba 1 Project (Nov 21), Komagane Project
(Mar 22), and Yabuki Project (Apr 22).

Total revenue from sales and rendering of services

For 2022, total revenue was at THB 5,405.2 million, grew by 15.8% YoY thanks to higher electricity generation of solar power
projects in Japan and hydropower projects in Lao PDR as mentioned.

BCPG Public Company Limited 111

Share of profit of investment in associates
The Group of Companies has share of profit of investment in associate’s structure classified by
country as follows:
Investment in associates: the Philippines
-11.5% YoY
Share of profits from +17.7% YoY
26.1% 29.0%
Sellable output* & 25.6%
operation* Capacity factor
(THB million)
69.2 54.7 64.3

Sellable output
(Gigawatt-hour or GWh) 32.2 36.5 32.3
Capacity factor (ร้้อยละ)
2020 2021 2022 2563 2564 2565
* Share of profits from operation excludes amortization and one-time items. *Sellable output calculation according to holding stake

Unit: THB million 2020 2021 2022 Δ YoY (%)

Share profits from operation 69.2 54.7 64.3 17.7%

(-) Amortization (32.3) (31.3) (31.0) 0.8%
Share profits from operation (after amortization) 36.9 23.4 33.3 42.5%

For 2022, the Group of Companies recorded share of profits from operation (after amortization) of THB 33.3 million,
increased by 42.5% YoY. This was mainly resulted by the higher tariff rate and the insurance compensation, which offset
the decreased of electricity generation.

Investment in associates: Indonesia

-82.1% YoY -2.2% YoY
95% 94.4%
Share of profits from
operation*
(Unit : THB million)

849.3 965.7 Sellable output & Capacity factor

Sellable output
(Gigawatt-hour or GWh) 1,259.1 1,245.8
172.8 Capacity factor (ร้้อยละ)
200.3
2020 2021 2022 2020 2021 2022
*Share of profits from operation excludes amortization and one-time items *Sellable output calculation according to holding stake
**9M22 Capacity factor was calculated from an average of 1Q/2022 capacity
factor at 93.1% and 2Q/2022, 3Q/2022 that has no operations after the divestment
completion in March 2022.

Unit: THB million 2020 2021 2022 Δ YoY (%)

Share profits from operation 849.3 965.7 172.8 (82.1%)

(-) Amortization (378.0) (389.1) (64.7) (83.4%)
Share profits from operation (after amortization) 471.3 576.6 108.2 (81.2%)

112 Form 56-1 One Report 2022

For 2022, the Group of Companies reported share of profits from operation (after amortization) of geothermal power plants
in Indonesia at THB 108.2 million, fell by 81.2% YoY from the divestment of geothermal power plants in March 2022.

Share of profit of investment in associates (before one-time items)

Unit: THB million 2020 2021 2022 Δ YoY (%)

Share profits from operation 918.5 1,020.4 237.2 (76.8%)

Others - - (11.8) NA
(-) Amortization (410.3) (420.4) (95.7) (77.2%)
Share profits from operation (after amortization) 508.2 600.0 129.7 (78.4%)

For 2022, the Group of Companies recorded a share of profit of investment in associates (after amortization and before
one-time items) of THB 129.7 million, down by 78.4% YoY. This mainly came from the sales of geothermal power plants in
Indonesia in March 2022, together with the record of losses from other business.

EBITDA from operation

For 2022, EBITDA from the operation was at THB 4,434.5 million, rose by 4.3% YoY from higher total revenue from solar
power projects in Japan and hydropower projects in Lao PDR as mentioned.

Administrative expense
For 2022, administrative expense (excluding one-time items) was at THB 624.3 million, rose by 6.5% YoY. However, SG&A
to sale ratio in 2022 was lower from 2021.

Unit: % 2020 2021 2022

SG&A/Sales* 12.6 12.6 11.6
*Remark: administrative expenses are excluded from one-time items
One-time items
In 2022, the Group of Companies has one-time items as followed.

Unit: THB million 2020 2021 2022

Total one-time items: (47.1) (273.5) 563.8
FX gain/(loss) 215.6 34.3 (188.3)
Tax relate to FX gain/(loss) (11.7) (17.6 ) (432.1)
Other one-time item (251.0) (29 0.2) 1,184.2
Expenses related to refinancing (171.5) (107.8) -
Net gain from sales of investment in associates - - 1,644.6
Loss from dissosal and impaiment of assets - - (644.0)
Net withholding tax and special business tax - (94.1) (149.7)
Other one-time item (79.5) (88.4) 333.4

BCPG Public Company Limited 113

Gain/(loss) from foreign exchange

For 2022, the Group of Companies booked an FX loss of THB 188.3 million, decreased from the FX gain recorded in 2021
of THB 34.3 million. The loss recorded in 2022 came from the Group of the Company’s assets, which use foreign currency
as a functional currency, decreased in value following the depreciation of foreign currency against THB.

One-time expenses from sales of investment in associates

In 2022, the Group of Companies disposed 33.3% shares of Star Energy Group Holdings Pte Ltd. to Springhead Holdings
Pte Ltd. in the amount of USD 440 million (or equivalent to THB 14,551.3 million). As a result, the Group of Companies
recorded net gain from sales of investment in associate after related expenses and tax of THB 1,644.6 million.

One-time expenses from asset disposal and allowance for impairment of assets
In 2022, the Group of Companies recorded allowance for impairment of assets from 2 transactions, totaling of THB
644.0 million. First, a solar power project in Japan (10 MW), in the process of acquiring relevant permits to commence
the construction, contains risk that it may not be able to obtain the permits as scheduled. As a result, there is a risk that the
Feed-in-Tariff rate may be declined, affecting the possibility to develop the project. Meanwhile, the allowance for impairment
of account receivables was booked to reflect the customer’s credit risks due to its high outstanding balances.

One-time expenses related to withholding tax and special business tax

For 2022, the Group of Companies recorded expenses related to non-refundable withholding tax and special business tax
(net tax) at THB 149.7 million. This one-time expense occurred from the settlement of shareholder loan’s interest during
the year.

Finance cost
For 2022, the Group of Companies recorded finance cost (excluding one-time items) of THB 835.6 million, rose by 6.1%
YoY. This came from the increasing of market interest rate resulted in floating rate loan portion had higher finance cost.
Meanwhile the average finance cost in 2022 remained at the similar level to 2021.
Unit: % 2020 2021 2022
Average finance cost* 3.1 2.9 3.0
*Remark: administrative expenses are excluded from one-time items

Core profit
For 2022, the Group of Companies recorded core profit (excluding gain (loss) from FX and one-time items) of THB 2,066.3
million, fell by 9.5% YoY. This came from the lower of revenue contributed from solar power projects and wind project in
Thailand as well as the lower share of profit contributed from investments in associates as mentioned.

Net profit attributable to owners of parent

For 2022, the Group of Companies recorded net profit attributable to owners of parent of THB 2,630.1 million, up by 30.8%
YoY, where the total one-time gain of THB 586.3 million was included. When compared to 2021, there was one-time loss of
THB 273.5 million. As a result, net profit grew YoY.

114 Form 56-1 One Report 2022

 Financial Position
Financial position analysis as of 31 December 2022
% of total % of total % of total
Unit: THB million 2020 2021 2022 Δ (%)
assets assets assets
Cash and cash equivalents 11,138.3 21.7% 11,227.7 19.1% 20,332.8 36.2% 81.1%
Current investments 4.6 0.0% 0.0 0.0% 0.0 0.0% n.a.
Trade account receviable 1,219.2 2.4% 2,316.7 3.9% 1,762.4 3.1% (23.9%)
Other current assets 130.9 0.3% 388.6 0.7% 833.4 1.5% 114.5%
Total current assets 12,492.9 24.4% 13,932.9 23.7% 22,928.7 40.8% 64.6%
Investments in associate & subsidiaries 11,722.8 22.9% 13,485.8 23.0% 1,341.7 2.4% (90.1%)
Property, plant and equipment 14,667.8 28.6% 17,371.8 29.6% 17,013.9 30.3% (2.1%)
Goodwill and intangible assets 11,313.7 22.1% 11,809.6 20.1% 11,412.3 20.3% (3.4%)
Other non-current assets 1,022.4 2.0% 2,121.1 3.6% 3,514.2 6.3% 65.7%
Total non-current assets 38,726.6 75.6% 44,788.3 76.3% 33,282.1 59.2% (25.7%)
Total Assets 51,219.6 100.0% 58,721.2 100.0% 56,210.8 100.0% (4.3%)
Shot-term borrowings 1,770.6 3.5% 0.0 0.0% 0.0 0.0% n.a.
Current portions of long-term borrowings 1,701.0 3.3% 3,575.4 6.1% 2,571.1 4.6% (28.1%)
long-term borrowings 23,589.7 46.1% 13,995.5 23.8% 10,673.7 19.0% (23.7%)
Debentures 0.0 0.0% 11,984.6 20.4% 11,995.0 21.3% 0.1%
Other Liabilities 1,609.3 3.1% 1,937.6 3.3% 1,695.0 3.0% (12.5%)
Total Liabilities 28,670.6 56.0% 31,493.1 53.6% 26,934.7 47.9% (14.5%)
Equity attributable to owners of the Company 22,480.1 43.9% 27,159.7 46.3% 29,224.9 52.0% 7.6%
Non-controlling interests 68.8 0.1% 68.5 0.1% 51.1 0.1% (25.4%)

BCPG Public Company Limited

Total Liabilities and Equity 51,219.6 100.0% 58,721.2 100.0% 56,210.8 100.0% (4.3%)

115
Asset
Total assets were at THB 56,160.4 million, declined by 4.4% from ending of 2021. This was resulted from the decrease in
investments in associate & subsidiaries that the Group of Companies had sold the investment in Star Energy Group Holdings
Pte. Ltd. (“SEGHPL”) in March 2022. In addition, trade accounts receivables decreased from the settlement of EDL A/R, an
amount of USD 32 million, with 25% of the investment of Nam Tai Hydropower (Nam Tai) from Phongsubthavy Group Sole
Co., Ltd. Given this, the company obtained right to invest in electricity transmission line in Lao PDR.

Liability
Total liabilities were at THB 26,884.4 million, dropped by 14.6% from ending of 2021. This was mainly due to the partial
loan repayments.

Interest-bearing debt classified by maturity, currency type and interest rates type are as follow.

Interest-bearing debt classified Interest-bearing debt Interest-bearing debt

by maturity classified by currency type classified by interest rate type
27.2%
26.6% 16.5%
27.2% 31.7% 51.7%
50.5% 22.0% 53.1%
26.3% 19.9%
61.2%
84.8%
60.0% 53.4%
37.4% 41.9% 46.9% 48.3%
28.7% 59.9%
12.8% 12.0% 10.2% 15.2%
2020 2021 2022 2020 2021 2022 2020 2021 2022
< 1 year 1-5 year > 5 year THB JPY USD TWD Fixed rate Floating rate

In 2022, the proportion of interest-bearing debts with a maturity of less than 1 year and the proportion of interest-bearing debts
with a maturity of between 1-5 years decreased to 10.2% and 28.7% respectively, while the proportion of interest-bearing
debts with a maturity of over 5 years increased and has the largest majority at 61.2%.

Also, when considering interest-bearing debts classified by currency, the proportion of debts in THB currency increased
due to the repayment of debts in USD currency. The proportion of fixed-rate loan slightly increased to 48.3%, while the
proportion of floating rate interest-bearing debts slightly decreased to 51.7%.

Equity
Equity attributable to owners of the group of companies worth THB 29,224.9 million, grew by 7.6% from ending 2021
following the growth of operating performance.

116 Form 56-1 One Report 2022

Cash Flow Statement
Cash flow statement analysis as of 31 December 2022
Unit: THB million 2020 2021 2022 Δ

Net cash from (used in) operating activities 3,079.0 2,467.3 2,988.2 520.9
Net cash from (used in) investing activities (5,309.3) (4,458.6) 12,336.8 16,795.4
Net cash from (repay in) financing activities 12,068.1 1,425.0 (6,223.0) (7,648.0)
Net increase in cash and cash equivalents 9,837.8 (566.3) 9,102.0 9,668.3
Cash and cash equivalenta at 1 January 1,445.2 11,138.3 11,227.7 89.5
Effect of exchange rate change on balances held in foreign currencies (144.7) 235.2 3.1 (232.1)
Cash and cash equivalents at end period 11,138.3 10,807.2 20,332.8 9,525.7
Cash paid for investment activities (6,052.3) (4,475.0) (1,902.6) 2,572.4

For the year 2022, net cash flow from operating activities was at THB 2,988.2 million. Meanwhile, net cash flow from investing
activities was at THB 12,336.8 million, mainly came from the sales of investment in Star Energy Group Holdings Pte Ltd.
(SEGHPL). Net cash flow repaid to financing activities was at THB 6,223.0 million, mainly came from the repayment of loan
from financial institutions. As a result, cash and cash equivalents at end of 2022 was at THB 20,332.8 million.

Key Financial Ratio

Key financial ratio analysis as of 31 December 2022
Unit: THB million 2020 2021 2022 Δ
Profitability ratio
Gross profit margin (%) 66.1 65.6 63.4 (2.2)
EBITDA margin (%)* 81.2 80.7 73.2 (7.5)
Net profit margin (%) 45.2 43.1 48.7 5.6
ROE (%) (Annualized) 10.0 8.1 9.3 1.2
ROA (%) (Annualized) 4.3 3.7 4.6 0.9
Liquidity ratio
Current ratio (x) 3.1 2.9 6.6 3.7
Account receivable turnover (x) 4.8 2.7 2.7 0.0
Average collection period (days) 75.8 135.2 134.3 (0.9)
Leverage ratio
Interest-bearing debt/equity (x) 1.2 1.1 0.9 (0.2)
Net interest-bearing debt/equity (x) 0.7 0.7 0.2 (0.5)
Total liability/equity (x) 1.3 1.2 0.9 (0.3)

BCPG Public Company Limited 117

Profitability ratio
Gross profit margin in 2022 was at 63.4%, decreased from 2021 due to adder expiration of solar power plants in Thailand.
While EBITDA margin in 2022 was at 73.2%, lower from the previous year due to the absence of profit contributed from the
geothermal power plants in Indonesia. Net profit margin in 2022 was reported at 48.7%, improved YoY thanks to gain from
the sales of investment in associates as mentioned.

Liquidity ratio
The Group of Companies specifies credit term for trade receivables of no more than 60 days. As of ending 2022, majority
operating income of the Group of Companies come from the State Enterprise, namely EGAT and PEA. These state enter-
prises need to follow the payment condition in Power Purchase Agreement (PPA) or practice of individual state enterprises.

Average collection period as of 2022 remained relatively similar to the previous year from the conversion of EDL account
receivables to the investment in transmission line project. The electricity payment of hydro power plants, “Nam San 3A” and
“Nam San 3B” in Lao PDR from EDL had a longer period. As a result, the average collection period was different from the past.

However, the Group of Companies closely monitored EDL debt collection and continued to receive payment. In addition,
the hydropower plants have Power Purchase Agreement (PPA) with EVN, which will begin to sell electricity within 1Q/2023.
This would lessen average collection period by getting faster payment.

Leverage ratio
Interest-bearing debt to equity ratio in 2022 was at 0.9 times, slightly reduced from 2022.

118 Form 56-1 One Report 2022

Other important information
Key factors which could affect to the Group of Companies performance

The group of companies estimates key factors which could affect its short-term operations as follow:
(+/-) Changes in the policy of the government and other related parties in conducting businesses in Thailand and Japan.
The change might affect the group of companies’s under-construction projects and the prospect of business in the future.
However, our one of the main strategies is to focus an investment to the country that have clear renewable energy supporting
policy in Power Development Plan. We also followed the change in a policy closely.

(+/-) The fluctuation of THB against JPY and USD will allow the group of companies to book gain/loss in FX translation
due to net assets/liability balance sheet exposure in foreign currency. Nevertheless, the group of companies have plan to
manage and follow net assets/liabilities to blend with both transaction and functional currency in each footprint to decrease
impact from FX translation.

(+/-) A change in interest rate is expected to allow the financial cost of the group of companies to change slightly since
approximate 52% of the group of companies’s interest-bearing debt bears with floating rates. However, the group of
companies believes that the financial cost will be well-managed under the prudent financial policy. The Group of the
Companies is in the process of offering debentures in THB for repayment of debts, most of which are floating interest rate,
and some are in foreign currency. Therefore, this could reduce the risk of interest rate and the exchange rate.

(+/-) Seasonality factors in each country have impact on electricity generation performance of the group of the group of
companies from renewable energy including Solar conditions, Wind and Hydro. For example, in rainy season, electricity
generation from solar will decrease while, on the other hand, electricity generation from hydropower will increase.

(-) At this moment, the Group of the Companies have various types of counterparties, including domestic
counterparties and international counterparties both in developing country and under developing country. Moreover, there was
counterparties in government sector and private sector. The difference types of counterparties have different levels of credit risk.
However, the Group of the Companies has managed to diversify the counterparties risk in portfolio. In some circumstances,
the counterparty’s credit risk could be managed by switching counterparty to another counterparty with better credit risk
profile.

BCPG Public Company Limited 119

General Information And Other Key
Information
Company Information
BCPG PUBLIC COMPANY LIMITED
Registration no. 0107559000095

Company Establishment and Commercial Operation

July 17, 2015

Business
• Operating and distributing electrical power from renewable resources including investment in renewable
power companies.

Customers
• Governance Sector
- Electricity Generating Authority of Thailand (EGAT)
- Provincial Electricity Authority (PEA)
• Private Sector
- Electric Power Company
- Private Companies

120 Form 56-1 One Report 2022

Contact
Investor Relation Department Bangchak Solar Energy (Nakhonratchasima)
Tel : +66 (0) 2335-8945 Company Limited
Fax : +66 (0) 2335-8900 99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District,
E-mail : IR@bcpggroup.com Phra Nakhon Si Ayutthaya 13160

Office of CEO Bangchak Solar Energy (Chaiyaphum1)

Tel : +66 (0) 2335-8902 Company Limited
Fax : +66 (0) 2335-8900 99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District,
E-mail : bcpg-secretary@bcpggroup.com Phra Nakhon Si Ayutthaya 13160

Office of Internal Audit Bangchak Solar Energy (Prachinburi)

Tel : +66 (0) 2335-8906 Company Limited
Fax : +66 (0) 2335-8900 99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District,
E-mail : iad@bcpggroup.com Phra Nakhon Si Ayutthaya 13160

Office BSE Power Holdings (Thailand)

Company Limited
BCPG Public Company Limited (Headquarter) 99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District,
2098 M Tower Building, 12th Floor, Phra Nakhon Si Ayutthaya 13160
Sukhumvit Road, Phra khanong Tai, Phra khanong,
Bangkok 10260 BSE Power (Kanjanaburi) Company Limited
Tel : +66 (0) 2335-3999 (Formerly name RPV Energy Co., Ltd.)
Fax : +66 (0) 2335-8900 99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District,
Website : www.bcpggroup.com Phra Nakhon Si Ayutthaya 13160

Subsidiaries BSE Power (Kanjanaburi 1) Company Limited

(Formerly name JKR Energy Co., Ltd.)
Bangchak Solar Energy Company Limited 99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District,
99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District, Phra Nakhon Si Ayutthaya 13160
Phra Nakhon Si Ayutthaya 13160
BSE Power (Prachinburi) Company Limited
Bangchak Solar Energy (Buriram) Company (Formerly name Prachin Solar Co., Ltd.)
Limited 99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District,
99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District, Phra Nakhon Si Ayutthaya 13160
Phra Nakhon Si Ayutthaya 13160
BSE Power (Lopburi) Company Limited
Bangchak Solar Energy (Buriram1) (Formerly name Lopburi Solar Co., Ltd.)
Company Limited 99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District,
99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District, Phra Nakhon Si Ayutthaya 13160
Phra Nakhon Si Ayutthaya 13160

BCPG Public Company Limited 121

BSE Power Company Limited
(Formerly name Aquatist Energy Co., Ltd.) BCPG Wind Cooperatief U.A.
99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District, Herikerbergweg 88, 1101 CM Amsterdam, the Netherlands
Phra Nakhon Si Ayutthaya 13160
PetroWind Energy Inc.
BCPG Wind (Ligor) Company Limited 7/F JMT Building, ADB Avenue, Ortigas Business Center,
(Formerly name Lomligor Company Limited) Pasig City, The Philippines
22/2 Moo 2 Tha Phaya Sub District, Pak Pha Nang District,
Nakhon Si Thammarat 80140 Nam San 3A Sole Company Limited
Vientiane Center Officer Building, Unit 9007, 9th Floor,
BCPG Indochina Company Limited Khouvieng Road, Nongchan Village, Sisattanak District,
99/1 Moo 9 Bang Krasan Sub District, Bang Pa-In District, Vientiane Capital, Lao PDR.
Phra Nakhon Si Ayutthaya 13160
Nam San 3B Sole Company Limited
Thai Digital Energy Development Vientiane Center Officer Building, Unit 9007, 9th Floor,
Company Limited Khouvieng Road, Nongchan Village, Sisattanak District,
2098 M Tower Building, 12th Floor, Sukhumvit Road, Vientiane Capital, Lao PDR.
Phra Khanong Tai, Phra Khanong, Bangkok 10260
Impact Energy Asia Development Limited
Prathumwan Smart District Cooling 9/F York HSE The Landmark 15 Queen’s Rd. Central, Hong
Company Limited Kong
2098 M Tower Building 12th Floor, Sukhumvit Road,
Phra Khanong Tai, Phra Khanong, Bangkok 10260 BCPG Formosa Co., Ltd.
10 F., No.167, Dunhua North Rd., Songshan District, Taipei
BCPG Japan Corporation City, Taiwan (R.O.C.)
Akasaka Intercity Building, 6th floor, 1-11-44
Akasaka, Minoto-ku, Tokyo, 107-0052 BCPG Formosa One Co., Ltd.
Tel : 81-80-2301-7073 10 F., No.167, Dunhua North Rd., Songshan District, Taipei
Fax : 81-3-5544-8689 City, Taiwan (R.O.C.)
Website : http://www.bcpg.jp
BCPG Formosa Two Co., Ltd.
Huang Ming Japan Company Limited 10 F., No.167, Dunhua North Rd., Songshan District, Taipei
2 Matex Building 2, 8th Floor, 1-9-10, Matsugaya, City, Taiwan (R.O.C.)
Taito-ku, Tokyo, Japan111-0036
Jie Yang Energy Co., Ltd.
BCPG Investment Holding Pte. Ltd. 10 F., No.167, Dunhua North Rd., Songshan District, Taipei
8 Marina Boulevard # 05-02, Marina Bay Financial Centre, City, Taiwan (R.O.C.)
Singapore 018981
Ying-Chien Co., Ltd.
BSE Energy Holding Pte. Ltd. 10 F., No.167, Dunhua North Rd., Songshan District, Taipei
8 Marina Boulevard # 05-02, Marina Bay Financial Centre, City, Taiwan (R.O.C.)
Singapore 018981

122 Form 56-1 One Report 2022

Information on Reference Persons Export-Import Bank of Thailand
Exim Building, 1193 Phahonyothin Road, Phayathai, Pha-
Securities Registrar Thailand yathai, Bangkok 10400
Securities Depository Limited Tel : +66 (0) 2271 2929
93 Ratchadaphisek Road, Dindaeng, Dindaeng, Fax : +66 (0) 2271 3204
Bangkok 10400 Website : www.exim.go.th
Tel : +66 (0) 2009-9000
Fax : +66 (0) 2009-9991 Siam Commercial Bank Public
Company Limited
Debenture registrar and payment agent Head Office, 9 Ratchadaphisek Road, Chatuchak, Bangkok
Bangkok Bank Public Company Limited 10900
333 Silom Road, Silom, Bangrak, Bangkok 10500 Tel : +66 (0) 2777 7777
Tel : +66 (0) 2230 1478 Website : www.scb.co.th
Fax : +66 (0) 2626 4545-6
Website : www.bangkokbank.com ICBC (Thai) Bank Public Company Limited
Head Office, 622, Emporium Tower, Sukhumvit Road,
Bondholder representative Khlong Tan, Khlong Toei, Bangkok 10110
Kiatnakin Phatra Securities Public Company Limited Tel : +66 (0) 2629 5588
8th Floor, Muang Thai - Phatra Complex Building 1 252/6 Website : www.icbcthai.com
Ratchadaphisek Road, Huai Khwang, Huai Khwang,
Bangkok 10310 Auditor
Tel : +66 (0) 2305 9559
Fax : +66 (0) 2305 9558 KPMG Phoomchai Audit Limited
Website : https://wealthmanagement.kkpfg.com 48th - 51st Floors, Empire Tower
195 South Sathon Road, Yannawa, Sathon, Bangkok 10120
Tel : +66 (0) 2677-2000
Other financial institutions Fax : +66 (0) 2677-2222

Kasikorn Bank Public Company Limited Others

400/22 Phahonyothin Road, Samsen Nai, Phayathai, • Investor support
Bangkok 10400 • Reporting losses of shares certificates
Tel : +66 (0) 2222 0000 Ext. 1 • Shareholders’ information change
Website : www.kasikornbank.com
Contact
TISCO Bank Public Company Limited
TISCO Tower 48/2 North Sathorn Road, Silom, Bangrak, Issuer Service Unit
Bangkok 10500 Thailand Securities Depository Company Limited
Tel : +66 (0) 2080 6000 93 Ratchadaphisek Road, Dindaeng, Dindaeng, Bangkok
Fax : +66 (0) 2633 6800 10400
Website : www.tisco.co.th Tel : +66 (0) 2009-9000
Fax : +66 (0) 2009-9991
Mizuho Bank Company Limited
98 Sathorn Square, Floors 32-35
North Sathorn Road, Silom, Bangrak, Bangkok 10500
Tel : +66 (0) 2163 2999
Fax : +66 (0) 2200 2600
Website : www.mizuhogroup.com/asia-pacific/thailand
BCPG Public Company Limited 123
02
Corporate Governance

6. Corporate Governance Policy

7. Corporate Governance Structure, Directors,
Subcommittees, Management Employees
and Other
8. Highlights of Corporate Governance

BCPG Public Company Limited

Corporate Governance Policy
Corporate Governance Policy And Practices
Overview Of Corporate Governance Policy
And Practices
The Board of Directors takes corporate
governance (CG) seriously and has assigned
the Corporate Governance Committee the role
of formulating the Corporate Governance Policy,
Anti-Corruption Policy, and Anti-Bribery Policy, as
well as business ethics and the code of conduct
within the framework of applicable laws, rules,
and regulations issued by regulatory bodies. The inception. The Board, with the recommendation of the
policies shall be proposed to the Board for further Corporate Governance Committee, reviewed and
consideration, approval and announcements amended the Corporate Governance Policy to be in
as guidelines for good practices of directors, line with the Corporate Governance Code for Listed
management, and all employees, including Companies 2017 announced by the Securities
rendering advice and proposing CG practices and Exchange Commission (SEC) and constantly
to the Board. The Committee shall also propose consistent with the Company’s contexts. The
guidelines for cultivating corporate values that latest review is the seventh edition to be used as
reflect CG to strengthen best practices and establish a reference by the Board, executives, and
corporate culture. BCPG has established a employees when they carry out their work with the
Corporate Governance Policy since its following six core principles:
126 Form 56-1 One Report 2022
1) Accountability Code of Conduct
Any undertaking or decision is made prudently with
supporting reasons for the belief in good faith that BCPG has a prepared a written organizational
it is sufficient, and one is prepared to accept the Code of Conduct as specified in Section 2 of
consequence of such act. its Corporate Governance Policy. The Code of
Conduct is divided into Business Ethics, Employee
2) Responsibility Ethics, and Procurement Ethics. It serves as an
Determination and dedication to one’s duties operational standard reference for all employees.
and responsibilities to one’s fullest capabilities in The code specifies best practices that reflect
the best interests of BCPG, and responsibility for awareness and a sense of ethical responsibility
continuous learning and enhancement of one’s in performing duties that can connect and help
useful capabilities. support the vision, objectives, goals and strategy
of the organization. The Board acts as a role
3) Transparency model in leading CG practices and supervises
Determination to operate the business with management to create a mechanism to drive an
integrity, good faith, and transparency, with refer- organizational culture that adheres to ethics and
able evidence, and accountability. business ethics in all operational processes and
business decisions. Details of the full code of
4) Equitable Treatment conduct can be studied in Section 2 of the
Fair treatment of others, adherence to Corporate Governance Policy.
righteousness and equality, and refraining from
any form of discrimination. Milestone Developments Of
5) Vision to Create Long-term Value
Policies, Practices And CG
Systems In The Past Year
Business undertakings to create added value
to stakeholders and pave the way for BCPG to Review of policies, guidelines and CG
embrace “participative and sustainable growth” system in the past year
and refrain from any activity that diminishes the
value of attaining that goal.
The Corporate Governance Committee reviewed
6) Ethics matters in the Corporate Governance Policy
Demonstration of good conduct on the principle of 2022 and proposed them to the Board for further
righteousness that is appropriate and in line with consideration to ensure it aligns with the
the corporate values. environment and current situation. The reviews
can be summarized as follows:

QR Code for downloading the

full 7th Edition of the Corporate
Governance Policy

BCPG Public Company Limited 127

 1) Amend the Vision and Mission statement as Compliance with CG Code for
approved by the Board as follows: Listed Companies (CG Code)
BCPG has set a policy to adhere to and strictly
comply with the CG code, resulting in BCPG
New Vision: Energizing a Greener and receiving various awards in 2022 and bringing pride
Sustainable World New Mission: to all personnel within the organization. In respect
Accelerate energy transition towards to CG, the following can be summarized:
sustainable and reliable power through
innovative energy solutions for all • Received the Corporate Governance
Report of Thai Listed Companies (CGR)
2) Adjust and add to the contents in Section 4: 2022 recognition from the Thai Institute of
Anti-corruption and prohibition from giving Directors (IOD) at the excellent level (Level
or demanding bribes by inserting clearer 5) for the fifth consecutive year.
definitions, measures/practices and • In 2022 BCPG was invited to join the
organization structure to prevent corruption. ASEAN Corporate Governance Scorecard
3) The Board assigned an additional assessment for the first time. Such
duty of sustainability to the Corporate assessment is made biennially, and BCPG
Governance Committee and has duly was placed in the ASEAN Asset Class,
authorized additional power to the meaning that it passed the ASEAN CG
committee. It was also agreed to rename the Scorecard with a higher score than 75%.
committee to “Corporate Governance and • Maintained BCPG’s membership in
Sustainable Development Committee” from the Thailand’s Private Sector Collective
January 1, 2023 onwards. Action Coalition against Corruption (CAC),
4) Amend clauses specifying the terms of effective for a three-year term, expiring on
directors and independent directors as December 31, 2023.
follows: • Consistently recognized by Thaipat
• Director: From “shall not serve more Institute as being among the 100 listed
than three consecutive terms” to companies with outstanding Environmental,
“shall not serve more than nine years Social, and Governance (ESG 100)
consecutively” except where the director performance in 2022 for the fifth
is suitable to serve for a longer term. The consecutive year.
Board will consider the independence • The stocks of BCPG were assessed by
and performance efficiency of such the Stock Exchange of Thailand (SET)
director and explain the reason as well and selected to be included on the list of
as result of work performance to the sustainable stocks (Thailand Sustainability
shareholders. Index: THSI) for the second consecutive
• Independent director: From “shall not year.
serve more than three consecutive
terms” to “shall not serve more than
nine years consecutively” from the date
of the first appointment as independent
director.

128 Form 56-1 One Report 2022

The details of CG practices were compiled based (5) Dividend policy
on the code of corporate governance for listed (6) Self-performance evaluation and performance
companies 2017, prescribed by SEC, covering evaluation of the CEO & President
all eight principles: (7) Determination of remuneration of the CEO &
President
Principle 1 (8) Appointment of directors to replace those who
Establish Clear Leadership Roles and retire from office during the term, appointment
Responsibilities of the Board of subcommittees
(9) Determining the signatory directors
Since BCPG’s establishment, the Board has (10) Appointment of employees from the level of
clearly defined the responsibilities of the Board Senior Executive Vice President and above
itself and those of various subcommittees. It clarified (11) Appointment of representative directors for
management’s duties and responsibilities under subsidiaries and formulating governance
the regulations and CG guidelines for BCPG guidelines for those companies.
Group in response to various changes in the
business to develop a CG policy, a code of busi-
ness ethics, and a code of conduct for directors, Clearly defined the responsibilities of
executives, and employees. Further, a charter was the Board, Subcommittees and the
developed for every subcommittee to specify executives management under the
general qualifications and essential specialized regulations and CG Guidelines including
knowledge of the directors, independent directors, the right balance.
office terms and termination for the Board, operating
policies, authority scopes, responsibilities, meeting The Board and management shall jointly
management, and voting of the Board/ undertake the following matters:
subcommittees. 1) To formulate and review strategies
(2) To review annual goals and plans
To strike a balance between the Board and (3) To ensure that the risk management and
management, the Company has defined internal-control system is adequate and sufficient
separate roles and duties between committees and (4) To define an appropriate operating authority
management into three groups, namely matters in line with the scope of responsibilities of
that should be undertaken by the Board, matters management
that should be undertaken by the Board and (5) To define the scope of resource allocation,
management, and matters that should not development, and budget, e.g. the Personnel
be undertaken by the Board. The three are Management Policy and action plan and the
summarized below: Information Technology (IT) Policy
(6) To monitor and evaluate performance
The Board is authorized to approve various (7) To ensure that financial and non-financial data
matters, including are disclosed in a credible manner.

1) Vision, mission, objectives, and strategic plans

in the operations
(2) Action plans and annual budget
(3) Investments, project implementation,
entgagement in important agreements of the
Company and subsidiaries
(4) Management restructuring
BCPG Public Company Limited 129
 The Board should not undertake the following matters: New Vision: Energizing a
1) Matters that the Board assigns management to Greener and Sustainable World
be primarily responsible for, that is, execution New Mission:
activities under the strategy, policy or work Accelerate energy transition
plans that have been approved by the Board in towards sustainable and reli-
response to the specified policy framework. In able power through innovative
such case, the Board shall monitor the results energy solutions for all.
without interfering with the decision or the work
of management unless necessary. The Board has also assessed risks to determine
(2) Matters that are prohibited by regulations, organizational and operational measures to
such as approval of transactions that directors handle them and ensure continual and sustainable
have interests in. development and raise BCPG’s competitive

The CEO & President is empowered to
engage and is mainly responsible for Principle 3
engaging in and managing day-to-day Strengthen Board Effectiveness
operations of the Company as assigned by
the Board and for ensuring that BCPG follows The BCPG Board ensures a balance of
the policies, plans, and budgets approved independent directors/non-executive directors,
by the Board strictly, honestly, and carefully specifying an appropriate number and a proportion of
to uphold the best interests of BCPG and its independent directors for the business. As of
shareholders. December 31, 2022, BCPG had a total of 12
Principle 2 directors, consisting of:
Define Objectives that Promote Sustainable Value Creation
• Eight independent directors (equivalent
With guidelines and recommendations provided to 66.7% of all directors), comprising 1)
by the Board, management is required to prepare Gen. Kanit Sapitaks, 2) Gen. Ongard
and present the business direction, long-term Pongsakdi, 3) Gen. Sakda Niemkham,
corporate strategy plans, schedules, budgeting, 4) Police General Visanu Prasattongosoth,
and required manpower to the Board at two 5) Mrs. Vilai Chattanrassamee,
workshop meetings, on August 23 and September 6) Mr. Surin Chiravisit, 7) Mr. Theeraj
20, 2022, to review a strategic plan and framework Athanavanich, 8) Mr. Thaworn
for the next five years. The Board has considered Ngamganokwan, with independent
and discussed openly to obtain a consensus directors number 5, 6 and 7 serving as the
before considering the approval of the Group’s Audit Committee.
five-year strategic plan to ensure that strategic
plans in various operations are able to respond to • Three non-executive directors (equiva-
vibrant business environments. It also assessed lent to 25.0% of all directors), comprising
various risks to set measures at both the organiza- 1) Mr. Pichai Chunhavajira (Chairman),
tional level and operational level to accommodate 2) Mr. Chaiwat Kovavisarach (Vice-Chairman),
such risks and focus on development based on 3) Mr. Thammayot Srichuai (Investment
various fundamental factors of the organization to Committee)
enhance competitiveness and foster sustainable • One executive director (equivalent to 8.3% of
economic growth. The vision and mission of BCPG all directors), namely Mr. Niwat Adirek, serving
were revised to reflect the new investment strategic as the CEO & President.
framework as follows:
130 Form 56-1 One Report 2022
The detail regarding directors qualifications and Vice President level and higher can apply for
profiles, composition of the Board of Directors, selection as the CEO, President and Senior
nomination process for directors and independent Executive Vice Presidents if they possess the required
directors, and subcommittees are provided under qualifications.
the topic Corporate Governance Structure of this
Form 56-1 one report 2022. Nomination of the executive
management indicating the
qualification and experience in
Principle 4 the line with Strategy plan including
Ensure Effective CEO and People encouraging the executive management
Management develop their potential keep up
with situation.
The Board has established a recruitment policy
for the CEO, President and Senior Executive Principle 5
Vice Presidents, indicating that these executives Nurture Innovation and Responsible
must fulfill at least the minimum requirement of Business
directors’ criteria as specified by the Public Limited
Company Act and the Securities and Exchange BCPG is committed to taking care of all
Act, as well as possessing other desirable stakeholders, including shareholders, customers,
qualities that are distinguished and appropriate. Both suppliers, competitors, employees, creditors,
external and internal individuals can apply to be government agencies, as well as communities and
selected for the positions. The objectives of this society so that they may fulfill their lawful rights
policy are to enable appropriate selection under and obtain fair treatment from BCPG’s operations.
specific situations and for a certain period and The Board has stipulated a policy and guidelines
to prepare personnel within the organization to for each group of stakeholders to serve as a
perform duties on behalf of senior executives when reference for its operations, such as human rights,
they are unable to perform their duties, complete fair labor treatment, prevention of intellectual
terms of office, or leave positions, thus minimizing property and copyright infringement,
the risk or impact of management discontinuity. fair supplier and competitor treatment, and
BCPG has therefore prepared a succession cultivation of awareness of potential impacts on
plan for suitable candidates to be selected by communities, society, and the environment.
the Nomination and Remuneration Committee or The Board promotes cooperation between
management under the rules and procedures set BCPG and stakeholders to create mutual wealth,
forth by the Company. financial security, and business sustainability.
Efficient communication channels for each
In addition, to optimize selection of the CEO, group of stakeholders are established. In
President and Senior Executive Vice Presidents, addition, BCPG encourages the provision of
the Board has assigned management to whistleblowing or complaints from employees and
oversee the training and development of senior other interested parties about illegal acts, ethics, or
executives. The Board has additionally established behavioral issues of suspected corrupt practices by
development guidelines with senior management individuals in the organization (if any). BCPG
responsibility rotation to acquire understanding, continues organizing activities to cultivate policies
experience, and readiness for managing the and best practices on anti-corruption every year.
organization as a whole. Those at the Senior It also performs its business operations as a social
enterprise by cooperating with agricultural
cooperatives to jointly implement solar farms in
BCPG Public Company Limited 131
 various areas (solar cooperation projects) or by Principle 6
installing solar panels in remote communities. Strengthen Effective Risk Management
and Internal Control
As for environmental stewardship, BCPG has
instilled and emphasized a corporate culture to Risk Management Policy
prevent negative impacts on the environment, The Board has implemented a risk management
communities, and society by monitoring and system that overarches all relevant aspects to
overseeing activities to foster BCPG’s cover risks related to the Company’s vision,
trustworthiness and credibility. BCPG focuses goals, business strategies, finance, production,
on advancing its operations to meet international and other operation by assessing potential
standards and quality, including the continuous risks, their severity, impacts, together with clear
development and improvement of various work preventive measures and responsible persons,
systems by implementing the ISO 9001 quality reporting, monitoring, and evaluation. BCPG
management system and the ISO 14001 environmental appointed an Enterprise-wide Risk Management
management system to all power plants in Thailand Committee (ERMC), responsible for overseeing risk
since the beginning. All BCPG power plants in management along with management and
Thailand have been audited and certified against reporting the performance to the Board quarterly,
the new ISO 9001 and ISO 14001 version of 2015. reviewing or evaluating the effectiveness of risk
management at the departmental level annually,
Details of the activities in community, society, or at any time on the corporate level when the level
environment, and organizational sustainability of risk has significantly changed.
during 2022 can be found under the topic of Pursuit
of Sustainability in this Form 56-1 One Report 2022. Internal-control policy

The Board has established an internal-control

Committed to taking care of all system covering all aspects, including finance,
stakeholders, shareholders, customers, operation, laws, rules, regulations, together with
efficient and appropriate checks and balances
suppliers, competitors, employees,
to protect and maintain the investments of all
creditors, government agencies shareholders, BCPG’s assets, hierarchy of
that they may fulfill their lawful rights control, and a Table of Authority to systematically
and obtain fair treatment including distribute the authorities and responsibilities of
awareness of potential impacts management and employees by reviewing checks
on communities, society, and balances between parties and developing
and the environment. formal written procedures. Internal Audit, an
independent unit reporting directly to the
Audit Committee, is responsible for auditing the
operation of all departments, both business and
supporting units, to ensure complete compliance
with BCPG’s policies, rules, and regulations.

132 Form 56-1 One Report 2022

Principle 7 (3) Avoid providing information about
Ensure Disclosure and Financial business performance outcomes that will
Integrity affect stock prices or benefit any individual
before financial statements are delivered to SET.
BCPG shall disclose material information, including (4) BCPG has assigned Investor Relations to
financial and non-financial data, in an accurate, liaise with shareholders, analysts, investors,
complete, timely, and transparent manner through and others who need financial information,
accessible, unbiased, and reliable channels under p e r f o r m a n c e o u t c o m e s , fi n a c i a l
the following guidelines: position, and any transaction information
that may affect BCPG.
1) Commitment to providing equitable
information to shareholders, financial
institutions, securities companies, investors,
information users, and the public with Disclose material information,
transparency, accuracy, completion, including financial and non-financial
timeliness, and consistency. This policy covers all data, in an accurate, complete, timely
channels, such as annual and quarterly reports of and transparent manner through
performance to analysts and general investors, accessible, unbiased, and reliable
letters to shareholders, Company website, and channels and through Investors
other media.
relations including protection insider
(2) No disclosure of material information that has
not been publicized to unauthorized employees, information not to act unfairly relate
a group of individuals, or any other individual to securities trading.
(including investors, the media, and analysts) until
its publicity.

Throughout 2022, BCPG participated in SET activities to disseminate information to investors at the Opportunity Day,
organized activities to clarify quarterly performances to analysts from various institutions (Analysts’ Meetings), and
dtisseminated press releases to welcome institutional investors (One-on-One Meeting activities) who requested
appointments to visit and receive information from BCPG. These are summarized below:

Activity Times
Analysts’ Meeting 4
Opportunity Day and SET Digital Roadshow (organized by SET) 4
Company Visit and Conference Call 15
Domestic and International Roadshow/Conference 3
Site Visit 1

BCPG Public Company Limited 133

Supervision of Directors, Executives, and Individuals (3) BCPG has established a Blackout Period to
on Abuse of Inside Information and Unfair Conduct prohibit directors and executives from trading
on Market Misconduct securities at least a month ahead of the public
disclosure of financial statements, financial
BCPG has formalized policies and rules to prohibit position, BCPG’s performance, and other
individuals with access and possession of unau- material internal information that will affect
thorized information to use it for personal or others’ securities price changes. This also applies
benefit. The guidelines are as follows: at least three days after the information has
been publicized. In addition, the rule prohibits
1) BCPG has specified in the Corporate the disclosure of such material information to
Governance Policy prohibition of other parties.
behavior deemed unfair for securities trading: (4) Directors or senior executives who wish to
• Disclosing information that may harm trade BCPG’s securities must inform Internal
investors and the capital market, such Audit at least a day in advance of its quarterly
as publicizing or disclosing false or mis- reporting to the Audit Committee.
leading statements, including analyses (5) BCPG has established disciplinary actions,
and forecasts derived from false or mis- as permitted by law, for the use of inside
represented information. information for personal gain. They range
• Taking advantage of other investors by from a warning letter, salary deduction, tem-
exploiting previously-known, unautho- porary suspension without pay, to dismissal,
rized information for BCPG’s securities depending on the intent of the action and the
trading. seriousness of the offense.
• Manipulating securities prices by trading
securities that mislead the public on pric- Principle 8
es or trading volumes, resulting in price Ensure Engagement and
or trading volume abnormality. Communication with Shareholders
• Submitting trading orders into SET’s se-
curities trading system to cause delays BCPG respects the rights of shareholders, re-
or disruption, or use or allowing the use garding them as owners, whose rights form an
of a nominee’s account for unfair trading integral part of business. They exercise their rights
practices. through attending the general meetings/extraordi-
nary general meetings of shareholders and voting
2) BCPG informs directors and executives on important matters. The Board promotes their
of their duties to disclose changes in their exercise of rights and will not violate or deprive
securities and derivatives holdings under the rights of shareholders by using the following
Section 59 of the Securities and Exchange guidelines:
Act, B.E.2535 (1992). This disclosure also
applies to the holdings of their spouses,
cohabiting couple (1), minor children (2) and
their juristic persons; and the cases of (1) and
(2) whose combined shares exceed 30% or
represent the majority shares of such juristic
persons in BCPG and subsidiaries. At every
Board meeting they must inform BCPG of any
portfolio change (purchase, sell, transfer, or
acceptance of transfer) without delay.
134 Form 56-1 One Report 2022
 against that under the policy. BCPG
delivered the information in advance to
shareholders for their perusal before the
meeting. For the 2022 AGM, scheduled
for April 7, 2022, BCPG published the in-
vitation letter and supporting documents
on the website of SET from March 7, 2022
onwards, which was over 31 days before
the meeting. Moreover, it delivered the
1) Rights to buy and sell shares and rights to meeting invitation via registered mail over
profit-sharing 21 days before the meeting and contin-
(2) Rights to receive timely and sufficient infor- uously advertised the meeting invitation
mation in suitable formats for a decision that in newspapers for three days in advance
affects the Company and oneself of the meeting.
(3) Rights to attend and vote at shareholders’ • Under the provisions of the law and
meetings on important matters, such as BCPG’s rules on the election of directors,
appointing directors to act on their behalf, shareholders can vote for an individual
appointing and determining the auditor’s under the “one share, one vote” concept.
fees, and authorizing significant changes of • The Chairman, the Board of Directors,
the Company as specified by law or policy. and related executives are responsible
BCPG facilitates and encourages sharehold- for attending each AGM or extraordinary
ers and institutional investors to attend each general meeting (if any) to clarify subjects
shareholders’ meeting for shareholders.
(4) Any other right which the shareholders should • After the shareholders’ meeting, BCPG
lawfully receive. disseminates information on resolutions
• Creating an advance opportunity for through various channels, such as the
shareholders to propose meeting SET website and BCPG’s website, so
agenda and nominate a director(s) of the that shareholders and related parties who
Company, pose questions, request did not participate in the shareholders’
explanation, and express their opin- meeting may receive such information
ions appropriately. For the 2022 AGM, immediately or within the next business
BCPG announced the rights granted to day. Furthermore, the Board ensures fair
shareholders through the SET website and equal treatment of all shareholders.
and BCPG’s website on October 1, 2021.
However, as of December 31, 2021,
a period of more than three months in
advance, no proposal was submitted Respects the rights of shareholders
to BCPG for inclusion on the agenda of such as information, their right through
the AGM. attending the general meetings of
• The shareholders receive a meeting shareholders and voting on important
invitation and information on the date, matter and other lawful rights.
time, and venue from BCPG, as well as
the agenda and all relevant information
on the subjects that require consideration.
On the dividend payment agenda, BCPG
discloses the actual payment amount
BCPG Public Company Limited 135
 BCPG has specified the following guidelines: All subjects can be reported through various chan-
1) Shareholders are entitled to vote according to nels as specified by BCPG. The reporting criteria
their numbers of shares. and methods were published and summarized on
2. Shareholders shall receive necessary, BCPG’s website as follows:
equitable, fair, and timely information. http://www.bcpggroup.com/th/
This also includes the preparation and corporate-governance/whistleblowing-channel
dissemination of information in English so Other channels are:
that BCPG may communicate more widely
to international shareholders and investors. • Sealed envelope directed to the Chairman of the
3. Shareholders are treated fairly and equally Audit Committee, BCPG Public Company Limited,
under the CG Code 2017 as announced by 2098 M Tower, 12th Floor, Sukhumvit Road,
SEC. Phra Khanong Tai, Phra Khanong, Bangkok
4. In the event of significant transactions such 10260, or e-mail : auditcommittee@bcpg-
as the acquisition or disposal of assets or group.com
engagement in transactions with related • Email to
individuals, BCPG thoroughly reviews the • Audit Committee and Chief of
justifications and needs before proceed- Internal Audit
ing with each transaction through a prior- e-mail: ico@bcpggroup.com
approval process. BCPG upholds and strictly (To report about employees)
complies with the rules set forth by regulatory • Chairman, Chairman of Corporate
agencies, as well as summarizing key matters, Governance Committee and Company
including the Audit Committee’s remarks, for Secretary
disclosure in the annual report and the annual e-mail: cg@bcpggroup.com
information disclosure form (Form 56-1) for (To report tips or personal complaints about
complete acknowledgment of shareholders the Chief Executive Officer, President,
and various stakeholders. Directors and/or Subcommittees)
5. This includes communication with • Phone number: Chief of Internal Audit,
independent directors on various subjects Tel. 02-335-8906
about their rights, and whistleblowing or • Phone number: Company Secretary,
complaints about the following subjects: Tel. 02-335-8941
5.1. Violation of the law and Company rules,
corruption, or violation of the code of
conduct by directors, executives, and QR Code to access the report or
employees. complaint channel available on
5.2 Abnormality of financial reports or a faulty BCPG’s website
internal-control system.
5.3 Subjects that affect BCPG’s interests or
reputation.

136 Form 56-1 One Report 2022

Corporate Governance Structure,
Directors, Subcommittees, Management
Employees And Other.
Corporate Governance Structure

General Meeting Appoint

of Shareholders External Auditor

Report
Appoint/Dismissal Report

Auditor
8 Independent Director Report/Recommendation
3 Director Board of Director Audit Commiittee
1 Executive Director

Appoint/Dismissal Report Nomination and

Instuct/Monitoring Remuneration Committee

Chief Executive Officer Corporate Govermance

Committee
Report
Guidelines/Monitoring
Enterprise-wide
Risk Management Committee

Investment Committee

President

The Office of Internal Audit

Audit

Corporate Strategy Finance Corporate

and Investment Operation Excellence
and Accounting

บริิษััท บีีซีีพีีจีี จำกััด (มหาชน) 137

Board Of Directors
As of December 31, 2020, BCPG had 12 directors:

Director in 2022 Appointed director in 2022

1. Mr.Pichai Chunhavajira (1)
1. Police General Visanu Prasattongosoth(9)
• Chairman • Independent Director
2. Mr.Chaiwat Kovavisarach(2) • Chairman of Enterprise-wide Risk
• Vice Chairman Management Committee
• Chairman of Investment Committee (15) 2. Mr.Theeraj Athanavanich (10)
3. General Kanit Sapitaks (3) • Independent Director
• Independent Director • Director of Audit Committee
• Chairman of Nomination and Remuneration 3. General Ongard Ponsakdi (11)
Committee • Independent Director
4. Mrs.Vilai Chattanrassamee (4) • Chairman of Corporate Governance
• Independent Director Committee
• Chairman of Audit Committee 4. Mr.Niwat Adirek (12)
• Director of Nomination and Remuneration • Director
Committee • Chief Executive Officer
5. Mr.Surin Chiravisit (5) • Director and Secretary of Corporate
• Independent Director Governance Committee
• Director of Audit Committee • Director and Secretary of Enterprise-wide
• Director of Nomination and Remuneration Risk Management Committee
Committee • Director of Investment Committee (15)
6. Mr. Thammayot Srichuai (6) • Secretary to the Board of Directors
• Director
• Director of Enterprise-wide Risk Management Vacated director in 2022
Committee 1. General Utis Sunthorn 13)
• Director of Investment Committee • Independent Director
7. Mr. Thaworn Ngamganokwan (7) • Chairman of Corporate Governance
• Independent Director Committee
• Director of Enterprise-wide Risk Management • Director of Audit Committee
Committee 2. Mr. Narin Kalayanamit (14)
8. General Sakda Niemkham (8) • Independent Director
• Independent Director • Director of Audit Committee
• Director of Corporate Governance • Director of Corporate Governance
Committee Committee
• Chairman of Enterprise-wide Risk
Management Committee

138 Form 56-1 One Report 2022

Notes:
(1) Appointed director and The Chairman for the first time on March (9) Appointed director for the first time on February 1,2022.
25,2016. The Chairman does not serve on subcommittees Reconsidered and appointed to the Chairman of
under SET’s 2012 CG Code, but as he represented Bangchak Enterprise-wide Risk Management Committee according to
Corporation Plc., BCPG’s major shareholder, he is not defined the resolution of board meeting no.4/2022 on April 19,2022
as an independent director. (10) (10) Appointed director for the first time on April 7,2022.
(2) Appointed director for the first time on April 9, 2019. Reconsid- Reconsidered and appointed to the director of Audit Committee
ered and appointed Vice Chairman and Chairman of Invest- according to the resolution of board meeting no.4/2022 on
ment Committee according to the resolution of board meeting April 19,2022
no.4/2022 on April 19,2022 (11) Appointed director for the first time on April 7,2022. Reconsid-
(3) Appointed director for the first time on March 25,2016. ered and appointed to the Chairman Governance Committee
Reconsidered and appointed Chairman of Nomination and according to the resolution of board meeting no.4/2022 on
Remuneration Committee according to the resolution of board April 19,2022
meeting no.4/2022 on April 19,2022 (12) Appointed director and secretary to the board on February 1,
(4) Appointed director for the first time on March 25,2016. 2022. Reconsidered and appointed to director and secretary
Reconsidered and appointed Chairman of Audit Committee and of Governance Committee, director and secretary of Enter-
director of Nomination and Remuneration Committee according prise-wide Risk Management Committee according to the
to the resolution of board meeting no.4/2022 on April 19,2022 resolution of board meeting no.4/2022 on April 19,2022
(5) Appointed director for the first time on November 1, 2021. (13) Vacated of office from the Chairman of Governance Committee
Reconsidered and appointed director of Audit Committee and and director of Audit Committee on April 7,2022.
director of Nomination and Remuneration Committee according (14) Vacated of office from director, director of Audit Committee,
to the resolution of board meeting no.4/2022 on April 19,2022 director of Governance Committee and Chairman of
(6) Appointed director for the first time on November 1,2018. Enterprise-wide Risk Management Committee on April 7,2022
Reconsidered and appointed director of Enterprise-wide Risk (15) As IC member is defined as Executive Director, he is not defined
Management Committee and director Investment Committee as an independent director.
according to the resolution of board meeting no.4/2022 on April
19, 2022
(7) Appointed director for the first time on July 1, 2019.
Reconsidered and appointed to the director of Enterprise-wide
Risk Management Committee according to the resolution of
board meeting no.4/2022 on April 19,2022
(8) Appointed director for the first time on July 1,2019. Reconsidered
and appointed to the director of Governance Committee
according to the resolution of board meeting no.4/2022 on
April 19.2022

BCPG Public Company Limited 139

 12 7 11 6 4 3

1. Mr.Pichai Chunhavajira 5. Police General Visanu Prasattongosoth

• Chairman • Independent Director
• Chairman of Enterprise-wide
2. Mr.Chaiwat Kovavisarach Risk Management Committee
• Vice Chairman
• Chairman of Investment Committee 6. General Ongard Pongsakdi
Independent Director
3. General Kanit Sapitaks • Independent Director
• Independent Director • Chairman of Corporate Governance
• Chairman of Nomination and Remuneration Committee
Committee
7. Mr.Surin Chiravisit
4. Mrs.Vilai Chattanrassamee • Independent Director
• Independent Director • Director Of Audit Committee
• Chairman of Audit Committee • Director of Nomination and Remuneration
• Director of Nomination and Remuneration Committee
Committee

140 Form 56-1 One Report 2022

 1 2 8 5 9 10

8. Mr.Thammayot Sirchuai 11. Mr.Theeraj Athanavanich

• Independent Director • Independent Director
• Director of Enterprise-wide Risk • Director of Audit Committee
Management Committee
• Director of Investment Committee 12. Mr.Niwat Adirek
• Director
9. Mr.Thaworn Ngamganokwan • Chief Executive officer
• Independent Director • Director and Secretary to Corporate Governance
• Director of Enterprise-wide Risk Committee
Management Committee • Director and Secretary to Enterprise-wide Risk
Management Committee
10. General Sakda Niemkham • Director of Investment Committee
• Independent Director • Secretary to the Board of Directors
• Director of Corporate Governance
Committee

BCPG Public Company Limited 141

Duly Authorized Directors (According To Bcpg’s integrity, honesty, and in the interests of the Company,
Certificate Ended December 2, 2022) as well as with accountability to the shareholders.
BCPG’s duly authorized signatories are Mr. Pichai 3. The Board of Directors is required to define the
Chunhavajira, Chairman, jointly signing with Mr. Niwat policy and direction with respect to the operation of the
Adirek, President, with affixation of BCPG seal, or Company, as well as to monitor and supervise the
Mr. Pichai Chunhavajira, or Mr. Niwat Adirek, jointly signs Management to ensure its efficient and effective
with Mr. Chaiwat Kovavisarach or Mrs. Vilai Chattanrassamee implementation of the policies and regulations of the
or General Kanit Sapitaks or Mr. Thammayot Srichuai or Company in accordance with the principle of
Mr. Thaworn Ngamganokwan or General Sakda Niemkham good corporate governance, in order to maxi-
or Mr. Surin Chiravisit or General Ongard Pongsakdi or mize the economic value and wealth of the share-
Mr.Theeraj Athanavanich, with affixation of BCPG seal. holders, as well as to introduce innovation and
technology in allocating significant resources to
Board Composition increase value to the business on a sustainable basis.
1. The Board consists of at least 5 and no more than 4. The Board of Directors is required to ensure the
12 directors, with at least half of the directors being continuity of the Company’s business operation in the
residents of the Kingdom of Thailand, with qualifications long term, as well as the establishment of the employee
in accordance with the laws and the Regulations as development plan and the executive succession plan.
Specified by BCPG 5. The Board of Directors is always required to monitor
2. The Board must consist of independent directors of at the Company’s business operation and ensure com-
least one-third of all directors and no fewer than three. pliance with the law and the provisions under any
3. The Board must consist of directors with knowledge, relevant agreements. The Management is required
expertise and experience in renewable-energy to report to the Board of Directors on the performance
businesses, international business, finance and accounting, and any material issues at every meeting of the Board
internal control, law, organizational development, of Directors to ensure that the Company’s business
social, environment and safety issues, as well as risk operation is conducted efficiently and effectively.
and crisis management. At least one independent 6. The Board of Directors is required to provide complete
director must be an expert in finance and accounting. reports on the organizational positions to the share-
The Board is to nominate a director as its chairman. If holders on a regular basis, as well as the upcoming
deemed appropriate, the Board may select a director or trends, whether positive and negative, with adequate
directors for Vice Chairmanship. The Board is authorized supporting reasons.
to appoint and dismiss the President. The President, 7. The Board of Directors is required to ensure that the
by position, is to serve as secretary to the Board. Company has put in place accounting, financial reporting,
4. The Chairman of the Board must not be the same person internal control, and internal audit systems which are
as BCPG’s President. Additionally, the Chairman of the effective and reliable.
Board should not serve on any of the subcommittees for 8. The Board of Directors is required to review the Good
the sake of clarity in distribution of roles, responsibilities, Corporate Governance Policy on a yearly basis.
and operations. 9. The Board of Directors is required to take an important
role in the risk management through appropriate and
Scope Of Board Authority, Duties, And sufficient risk management guidelines and measures,
Responsibilities and to monitor the risk management activities on a
1. The newly appointed director is required to attend an orienta- regular basis.
tion course in respect of the Company’s business operation. 10. The Board of Directors is required to ensure that the
2. The Board of Directors is required to perform its Management give equtabl and ethical treatment to all
duties in compliance with the law, the objectives, and stakeholders.
the Articles of Association, as well as the resolutions 11. The Board of Directors is required to ensure that
passed by the meetings of the shareholders, with independent directors and other external directors are
equipped to independently exercise their discretion in
142 Form 56-1 One Report 2022
 formulating strategies, management, the use of resourc- Association (IOD), i.e., Director Accreditation Program
es, the appointment of directors, and the definition of (DAP) or Director Certification Program (DCP) or any
operational standards, as well as to raise objections equivalent course, in order to enhance the skills of his
against any action of other directors or the Management or her performance.
in the case of any conflict on the matters that may affect 19. The non-executive directors shall have the duty to
the equality of the shareholders. evaluate the performance of the Chief Executive Officer
12. If necessary, the Board of Directors may, at its own on an annual basis.
expenses, seek professional opinions on its business 20. The non-executive directors and independent directors
operations from independent advisors. are required to convene meetings among themselves
13. The directors are required to appoint a Company at least twice a year, as they deem appropriate, in
Secretary under the law governing securities and order to discuss any management issues without any
exchange, to be in charge of preparing and main- involvement of the Management and report the results
taining documents, undertaking any act as required of the meetings to the Chief Executive Officer.
by the Capital Market Supervisory Board; and to 21. A director may not hold a directorship position in more than
conduct any activities of the Board of Directors and five listed companies on the Stock Exchange of Thailand.
the Company, i.e., meetings of the Board of Directors 22. The Board of Directors is required to appoint and define the
and of the shareholders; to give advice to the di- roles and duties of each subcommittee as it deems appro-
rectors and the Company on actions and business priate and necessary to support the Board of Directors.
operation in compliance with the relevant law and 23. The Board of Directors shall establish a mechanism
regulations on a regular basis; as well as to ensure for monitoring the subsidiaries in order to maintain
that the information disclosed by the directors and the interests in the investments of the Company.
the Company, is accurate, complete, and transparent. The Board of Directors has the duty to ensure that
14. The directors are required to establish the Code of persons nominated as directors of the subsidiaries
Corporate Conduct, business ethics, and the Code of are qualified in order to ensure that the management of
Ethics for the directors, executives, and employees, to the subsidiaries is in compliance with the Company’s
serve as the internal organizational guidelines. policy, and that transactions are entered into in com-
15. The directors shall refrain from trading securities at least pliance with the law and criteria in the law governing
one month prior to and three days after the announcement securities and exchange and the notifications of the
of the financial statements. Stock Exchange.
16. The Board of Directors shall be required to report 24. The Board of Directors is required to approve any
their holding and change of securities and derivatives acquisition or disposal of assets, investment in new
holding in the Company, as well as that of their spouses businesses including any relevant undertaking, securing
or cohabitees (1) and their minor children (2) and of loans or credit facilities from financial institutions,
juristic persons in which they and the persons under lending, as well as the providing of a guarantee, and
(1) and (2) collectively hold shares in an amount of the carrying out of any action in compliance with the
more than 30 percent of the total voting rights as the law governing securities and exchange and the relevant
largest shareholders in those juritic persons, to the notifications, provisions, rules, and regulations.
meetings of the Board of Directors for each change of 25. The Board of Directors is required to consider and/or
their security holding (buying, selling, or acceptance of give opinions on any connected transaction and/or the
transfer), and shall report to the Company without delay. entering into a connected transaction (in the case that
17. Directors intending to trade BCPG securities are the transaction value thereof requires no approval from
required to inform the Internal Audit Office at least a meeting of the shareholders) of the Company and its
one day in advance. The Internal Audit Office will then subsidiaries to be in compliance with the relevant law,
report such transactions in each meeting of the Audit notifications, provisions, and regulations.
Committee on a quarterly basis 26. The Board of Directors is required to report its respon-
18. Each director is required to attend at least one training sibilities in the preparation of financial reports, together
course organized by the Thai Institute of Directors
BCPG Public Company Limited 143
 with the auditor’s report in the annual report, comprising
the material businesses in accordance with the Code
of Best Practice for Directors of Listed Companies of
the Stock Exchange of Thailand.
27. The Board of Directors is required to approve interim
dividend payments to the shareholders and to report
the same at the following meeting of the shareholders.
28. The Board of Directors is required to appoint a person
who does not possess the prohibited characteristics
under the Public Limited Companies Act B.E. 2535
(1992) (including any amendment), the Securities
and Exchange Act B.E. 2535 (1992) (including any
amendment), and other laws, including other rele-
vant notifications, rules, and/or regulations, to hold (5) Removal by a court order.
the position of director in the case of any vacancy (6) Being disqualified or being in possession of any of the
on the Board of Directors for reasons other than the prohibited characteristics under Section 89/4 of the
retirement by rotation, the appointment of a director Securities and Exchange Act B.E. 2535 (1992).
in place of those who are due to retire by rotation,
and the appointment of a new director, as well as Meetings Of The Board Of Directors
to fix the directors’ remuneration in order to propose 1. The Board is to meet regularly, at least once every
it to a meeting of the shareholders for approval. quarter and when necessary. Meeting agendas are set
in advance throughout the year.
Director Tenure And Dismissal 2. The meeting documents are to be sent to directors or
At every annual general meeting of shareholders, one-third their proxies at least seven days before the meeting
of the directors shall vacate their position. If the number of date. To urgently maintain the rights and interests of
directors is not a multiple of three, the number of directors BCPG, it may move a meeting to an earlier date and
closest to one-third shall vacate their position. A director notify the directors through several different channels
who vacates office by rotation may be re-elected. The and in a timely manner. The Executive Management
appropriate term for directorship is no more than three con- must provide suitable and timely information to directors.
secutive terms with the exception of the case that a director The Chairman is to ensure that meeting documents are
is deemed suitable to hold the position for a longer period. delivered to directors at least five days ahead of the
The Board of Directors shall consider the manner in which meeting to provide sufficient time to study, consider,
the director under consideration performs his or her duties and make proper decisions at the meeting. The Chairman
independently and efficiently and clarify the reasons and the also ensures that the meeting minutes are completed
performance to the shareholders in support of its decision. within seven days after the meeting so that they may
be reviewed before their adoption at the next meeting.
In addition to vacating office upon retirement by rotation, 3. Each Board meeting should be attended by no less
a director shall vacate office upon: than three-quarters of the Board. The same applies to
(1) Death. the number of directors in attendance for each voting
(2) Resignation. agenda item.
(3) Being disqualified or being in possession of the 4. The directors should attend no less than 75% of the
prohibited characteristics under Section 68 of the total meetings held annually.
Public Limited Companies Act B.E. 2535 (1992) 5. The Chairman approves meeting agendas in consultation
(4) Removal by a resolution of a meeting of the shareholders with the Executive Management, who is also to consider
under Section 76 of the Public Limited Companies Act proposals from directors who wish to include other
B.E. 2535 (1992). significant items on the agenda of the next meeting.
144 Form 56-1 One Report 2022
6. The Chairman should duly allocate time for the Executive • Provide an assessment of the internal control system
Management to present documents for the Board’s and risk management measures along with reviewing
discussions of crucial matters. and evaluating the system or measures regularly and
7. At the meeting the Chairman summarizes key issues for prepare an annual report for the Board of Directors and
directors’ consideration, encourage and allow them to the management for acknowledgement and further use
express views, which will be compiled and concluded in improving work efficiency.
as meeting resolutions. Subcommittees
8. When considering an agenda item in which a given The Board, valuing good corporate governance, has
director has potential conflicts of interest, the director appointed subcommittees to support its mission to follow
has no right to vote and must not attend the meeting up and supervise the Group’s operations and business
during the consideration of the item. performance to ensure effectiveness, efficiency, and
9. Directors can have access to and can request from the compliance with good governance. In 2015 the Board
Executive Management documents, advice, or services appointed the Audit Committee; whose duties and
about BCPG’s business operations. They can also responsibilities were to ensure good governance practices
request independent comments from external consultants. and internal audit. Board Meeting No. 2/2016 dated March
9, 2016, appointed four subcommittees which were later
During 2022, the Company has taken the following actions: approved by the AGM on March 24, 2016, namely Nomination
• Meetings of the Board of Directors were held on a monthly and Remuneration Committee (NRC), Enterprise-wide Risk
basis to consider and follow up on various matters Management Committee (ERMC), Corporate Governance
related to business operations including reporting on Committee (CG), and Investment Committee and on
the Company’s performance by the management where June 18, 2019, the Board of Directors has considered the
some agendas might be presented to specific sub-com- composition and qualifications of each sub-committee.
mittees for consideration and deliberate scrutiny prior
to presenting them to the Board of Directors’ meeting Audit Committee - AC
for further approval. In case of urgent and important The AC must possess the qualities as stipulated by SEC’s
investment considerations, the Company would convene and SET’s laws and regulations. It comprises no fewer than
extraordinary meetings of the Board of Directors, three independent directors, and at least one member must
resulting in 13 Board of Directors’ meetings being held have sufficient knowledge and experience in finance and
in 2022 accounting or auditing to perform an audit of the credibility
• Two workshop meetings with senior management on of BCPG Group’s financial statements.
August 23, 2022 and September 20 2022 to discuss
Name Position
and exchange knowledge about industry overview
and the current and future business environment. The Mrs. Vilai Chattanrassamee (1) Chairman
results of which were used by the Board to support the Mr. Surin Chiravisit Member
consideration of the review of organization’s strategy
and strategic plans over the next 5 years, including the Mr. Theeraj Athanavanich Member
Note:
review of personnel plans and financial plans to be in (1) Commands sufficient knowledge and experience to perform an audit of the
line with the organization’s strategic plan. credibility of BCPG Group’s financial statements.
• Monthly earnings report and report on the Company’s
financial status submitted to the Board of Directors on Scope of Duties and Responsibilities
a quarterly basis, together with the report of the Audit 1. To ensure that the Company’s financial reporting
Committee related to the financial statements. is accurate, adequate, and in compliance with the
• Engage in one meeting of the independent committee to accounting standards as required by laws.
propose observations or suggestions to the Company’s 2. To ensure the Company has in place an inter-
senior management for use in improving Company’s nal control system and an internal audit system
operations to achieve further efficiency. that is appropriate and effective, and to review the
BCPG Public Company Limited 145
 efficiency and adequacy of the risk management system. or defects in the internal control system; or any
3. To ensure the Company is in compliance with the law violation of the law governing securities and
governing securities and exchange, the regulations of exchange, the regulations of the Stock Exchange
the Stock Exchange of Thailand, and the law relating of Thailand, and the law relating to the Company’s
to the business of the Company. business,The Audit Committee shall report to
4. To review connected transactions or transactions that the Board of Directors in order for the Board of
may lead to any conflict of interest, as well as any Directors to rectify such events within the period the
acquisition or disposal of assets to be in compliance Audit Committee deems appropriate. In the case
with the law and the regulations of the Stock Exchange in which the Board of Directors or the Management
of Thailand, in order to ensure that the transactions are fails to do so within a reasonable time, any member
reasonable and in the best interests of the Company. of the Audit Committee may report such transaction
5. To review and consider jointly with the Management or act to the Office of the Securities and Exchange
any material deficiency found, and the consequent Commission or the Stock Exchange of Thailand.
responses from the Management. 14. To review and consider the Self-Evaluation Tool
6. To be authorized to investigate and enquire about any for Countering Bribery of Private Sector Collective
concerned persons under the scope of its duties and Action Coalition Against Corruption (CAC).
responsibilities, and to engage or procure an expert to 15. To perform any other act as delegated by the Board
support the investigation and enquiries, provided that of Directors with the approval of the Audit Committee.
the regulations of the Company must be complied with.
7. To prepare and disclose the report of the Audit Nomination And Remuneration
Committee Report in the annual report. The report must Committee - NRC
be signed by the Chairman of the Audit Committee
8. To consider, select, and nominate an independent The Nomination and Remuneration Committee shall comprise
person to perform the duties as the auditor of the at least three directors and more than half of the members
Company, propose the auditor’s remuneration, should be independent directors under the definition of
and propose any removal of such person, as well independent directors of the Company. One director shall
as to attend a meeting with the auditor without any act as the Chairman At least one of them must be adequately
involvement of the Management at least once a year. knowledgeable and experienced in the area of human
9. To consider the scope of auditing and the auditing plan resources management. and the Nomination and
of the auditor and the Internal Audit Department so that Remuneration Committee shall appoint the Secretary of the
they each make an appropriate contribution, and to Nomination and Remuneration Committee.
reduce any redundancy in financial auditing.
10. To approve the Charter, auditing plans, budget, training Name Position
plans, and manpower of the Internal Audit Department. General Kanit Sapitaks Chairman
11. To appoint, transfer, remove, and evaluate the
annual performance of the Head of the Internal Mrs. Vilai Chattanrassamee Member
Audit Department, as well as to consider the Mr.Surin Chiravisit Member
independence of the Internal Audit Department.
12. To review the efficiency and effectiveness of information Scope of Duties and Responsibilities
technology relating to the internal control and risk
management. 1. To determine the nomination method and qualifications
13. In performing the duties, if the Audit Committee finds of any person appointed to be directors, Chief Executive
any transaction or act which may materially affect the Officer, President, and Senior executives.
financial position and operational results of the Company, as 2. To select and nominate qualified candidates to
• a transaction which may lead to a conflict of interest. be directors, Chief Executive Officer, President,
• any corrupt activity or any material irregularities and Senior executives. to the Board of Directors.
146 Form 56-1 One Report 2022
3. To determine criteria or methods for remunerating risk management of the Company. The Enterprise-wide
directors, Chief Executive Officer, President, and Senior Risk Management Committee shall comprise at least three
executives. directors, and at least one of them must be knowledgeable or
4. To consider and propose remuneration to the Board of experienced in the area of business and/or risk management.
Directors for approval and pass it on to shareholders
for approval. Name Position
5. To consider and propose remuneration for the Chief Police General Visanu Prasattongosoth Chairman
Executive Officer, President, and Senior executives to Mr. Thammayot Srichuai Member
the Board of Directors for approval.
6. To evaluate the performance of the Chief Executive Mr. Thaworn Ngamganokwan Member
Officer and President in order to give recommendations Mr. Niwat Adirek Member and
in determining the reasonable remuneration to the Secretary
Board of Directors for approval.
7. To review and complete the succession plan of the Chief Mr.Chatchai Loybundit Executive Vice President Corporate
Executive Officer, President, and Senior executives Business Strategy and Investment is the top management
annually, and report to the Board of Directors. who responsible for operation in management enterprise
8. To evaluate the performance of the Nomination and risk management.
Remuneration Committee and report the results of the
evaluation to the Board of Directors and disclose it in Scope of Duties and Responsibilities
the annual report. 1. Set the policy, strategies, and objectives of
9. To consider and nominate qualified candidates to be enterprise-wide risk management.
the Company Secretary to the Board of Directors for 2. Monitors follow up and review significant enterprise-wide
approval. risk management plans and maintain the risk at an
10. To perform any duties as delegated by the Board of Directors. acceptable level.
3. Promote enterprise-wide risk management across the
Enterprise-Wide Risk Management corporation.
Committee - ERMC 4. The ERMC Chairman reports the outcomes to the Board
at its next meeting.
The duty of the Enterprise-wide Risk Management Committee 5. Perform other Board-assigned duties.
is to define the policies, strategies, and goals of the 6. Review its charter at least once a year to ensuret
enterprise-wide risk management, as well as to oversee the its suitability to prevailing circumstances.
BCPG Public Company Limited 147
Corporate Governance Committee - CGC shall appoint the Secretary of the Investment Committee
Thet Corporate Governance Committee shall comprise at least
three directors and more than half of its members should be Name Position
independent directors under the definition of independent Mr. Chaiwat Kovavisarach Chairman
directors of the Company. One director, who should be an Mr. Thammayot Srichuai Member
independent director, shall act as the Chairman and the Chief Mr. Niwat Adirek Member
Executive Officer shall be a member of the Corporate Governance
Mr.Phuwadon Suntornwipart Member
Committee and act as the Secretary of the Corporate
Governance Committee. At least one of them must be Mr. Suchat Chiaranussati Member
knowledgeable and experienced in the area of corporate Mr. Thanwa Laohasiriwong Adviser
governance in accordance with international standards. The IC may appoint a secretary, Head of Corporate Business
Strategy, and Investment.
Name Position
General Ongard Pongsakdi Chairman Scope of Duties and Responsibilities
General Sakda Niemkham Member 1. To monitor and evaluate the implementation of the
Mr. Niwat Adirek Member and Secretary organizational strategies to ensure sustainable
organizational development by taking into consideration
Scope of Duties and Responsibilities the current business activities, limitations, diversities, and
1. To make recommendations on the guidelines on Sustainable, business expansion capabilities in the country and abroad to
corporate governance, Anti-Corruption Practices, and the ensure that they are in compliance with the strategies defined
attention of society, communities, and the environment to the by the Board of Directors.
Board of Directors. 2. To Screen, Monitor and Approval in opportunities of invest-
2. To deliver the Sustainable Policy, Good Corporate ment and dispose of investment compatible with BCPG’s strat-
Governance Policy, the policies on Anti-Corruption egies and present them with supporting views to the Board for
Practices, and the attention of society, communities, and the approval.
environment to the working team in order to support the 3. To make recommendations on the appropriate financial
corporate government functions as it deems appropriate. structure of the Company in response to the strategies stated
3. To oversee the operation of the Board of Directors and the above and propose these recommendations to the Board of
Management to be following the principle of good corporate Directors for its approval.
governance and Anti-Corruption Practices. 4. To perform any duties as delegated by the Board of Directors.
4. To review the policies and practices of the principle of 5. To evaluation annually effective performance of the Investment
Sustainable, good corporate governances, anti-corruption, Committee.
and the attention to, communities, and the environment by The Investment Committee shall have the
comparing them with international standards and to make following authorizations:
recommendations to the Board of Directors for continuous 1. To approve the procurement, purchase, engagement, and
improvement. investment in the projects for which the plans and budgets
5. To perform any duties as delegated by the Board of Directors. have been approved by the Board of Directors with an
Investment Committee - IC investment amount not in excess of THB 300 million.
The Investment Committee shall comprise directors of the Company and 2. To approve the procurement, purchase, and engagement
other experts who are knowledgeable and experienced in the of advisors for the new business projects for which the
energy business or related businesses, finance and accounting, plans and budgets have not yet been approved by the
management, or technology, provided that the number of the directors Board of Directors with an investment amount of not in
shall not be less than half of the Investment Committee. A member of excess of THB 100 million.
the Investment Committee shall act as the Chairman of the Investment 3. To appoint and determine the remuneration of the advisors
Committee and the Chief Executive Officer and President shall be a to the Investment Committee.
member of the Investment Committee, and the Investment Committee 4. To instruct and request information from the Management
as it deems appropriate.
148 Form 56-1 One Report 2022
 5 4 1 3 2

1. Mr.Niwat Adirek 3. Ms.Sattaya Mahattanaphanij

• Director • Senior Executive Vice President, Corporate Excellence
• Chief Executive Officer Company Secretary
• Director and Secretary to Corporate Governance
Committee 4 Mrs.Saowapap Sumeksri
• Director and Secretary to Enterprise-wide Risk • Senior Executive Vice President,
Management Committee Finance and Accounting
• Director of Investment Secretary to the Board
of Directors
5. Mr.Charnvit Trangadisaikul
• Acting Senior Executive Vice President, Operation
2. Mr.Phuwadon Suntornwipart
• President
Director of Investment Committee

BCPG Public Company Limited 149

Management Information and juristic persons in which they and the persons under
(1) and (2) collectively hold shares in an amount of more
Management Information Scope Of Duties And than 30 percent of the total voting rights as the largest
Responsibilities Of The Managementร shareholders in those juristic persons, to a meeting of the
1. To undertake and manage the Company’s day-to-day Board of Directors for each change of their security holdings
activities in compliance with the Company’s policy, (buying, selling, or the acceptance of transfer), and shall
action plans, goals, Articles of Associations, and report these to the Company without delay;
regulations, as prescribed by the Board of Directors. 8. Executives intending to trade BCPG’s securities must inform
2. To operate the business and undertake the administration the Internal Audit Office of their intention at least one day in
and management in strict compliance with the resolutions of advance of the trade. The Internal Audit Office will report
the meetings of the Board of Directors, within the allocated such transactions to the Audit Committee meeting on a
budget, with integrity and due care in the best interests of quarterly basis.
the Company and its shareholders. 9. To participate in training programs related to the Company’s
3. To report the progress of implementation of the resolutions business and day-to-day operation at the Company’s
and significant performance of the Company at every meet- expense in order to enhance their knowledge and skills
ing of the Board of Directors. in performing their duties. With respect to the Vice Chief
4. To undertake the Company’s activities in compliance with Executive Officers, the Board of Directors encourages them
good corporate governance principles as prescribed by to participate in the Director Certification Program (DCP)
the Board of Directors. organized by the Thai Institute of Directors Association
5. To refrain from engaging or participating in any business (IOD), or its equivalent, to enhance their understanding of
which is similar to or in competition with the Company’s the Board of Director’s roles and responsibilities which will
business, whether for one’s own benefit or for the benefit of lead to the effective management of the Company.
another, unless one’s respective superior and the Internal
Audit Department have been informed of and approval Succession Plan and Management Development
has been granted by the Internal Audit Department. The Board of Directors should ensure that a succession plan
6. Serving as a company director of other companies or is in place, and the Chief Executive Officer President shall
any other position in a business organization by the report the results of the operation of the plan as least once
Chief Executive Officer shall be subject to the prior a year. In order to create maximum interest, the Board of
approval of the Board of Directors, and in the case of other Directors should develop a policy for recruitment of the Chief
executives holding the position of director or higher, the pri- Executive Officer President whereby outside candidates,
or approval of the Chief Executive Officer shall be obtained, if qualified, and employees in the position of Senior Vice
with the exception of serving as a representative director President onwards are welcome to join the selection process
in a joint-venture company, in which case approval of the for the position of the Chief Executive Officer/ President. In
Board of Directors shall be obtained; addition, the Nomination Committee is delegated to consider
7. The senior management, which shall include the first four the criteria and procedure for the recruitment, development,
persons holding executive positions succeeding the Chief and appraisal of the Chief Executive Officer President
Executive Officer, every person holding the executive The Chief Executive Officer President shall report the
positions equivalent to the fourth executive, and the persons activities during a particular year and the succession plan
holding the executive positions in the accounting or finance should be given consideration. Furthermore, the Board of
departments at the level of department manager or above, Directors has laid down additional development guidelines
shall refrain from securities trading at least one month before for the rotation of the roles and the responsibilities of senior
the announcement of the Company’s financial statements management in order to allow them to develop understand-
and at least three days after the announcement. They shall ing, acquire experience, and to be prepared to undertake
be required to report their holdings and change of securities overall organizational management.
and derivatives holdings in the Company, as well as that
of their spouses or cohabitee (1) their minor children (2)
150 Form 56-1 One Report 2022
Scope Of Authority, Duties And promotion, demotion, salary or wage reduction, and
Responsibilities Of Chief Executive Officer termination must have the approval of the Board.
1. Define policies, the vision, objectives, strategies, 13. Approve business transactions that are normal business
business plans, and budgets jointly with the Board. practices and other transactions in supporting BCPG’s
2. Monitor, manage, and operate day-to-day business to businesses under general commercial terms and
benefit BCPG, under the policies, vision, objectives, conditions within the budget approved by the Board.
strategies, business plans, and budgets as endorsed 14. Conduct business in compliance with SEC’s and SET’s
and approved by the Board or the shareholders’ rules for connected transactions and acquisitions and
meeting, or both. disposals of assets, and with the approval authority
3. Manage BCPG’s business under the vision and missions schedule approved by the Board.
specified by the Board under the business plans, budgets, 15. Appoint consultants as seen fit for BCPG’s operations.
and business strategies endorsed and approved by the Board 16. Assign the power of attorney or delegate to
or the shareholders’ meeting, or both. persons or groups of persons (or both) performance of
4. Cooperate with the AC to ensure that business operations specific tasks provided that the action complies with the
and risk management comply with BCPG’s objectives and document concerning the power of attorney or rules,
articles of association, as well as the resolutions of the Board regulations, or resolutions of the Board and does not
or the shareholders’ meeting, or both. cause conflicts of interest or other conflicts in any form
5. Monitor and ensure that overall financial, marketing, with BCPG or its subsidiaries. If there appears to be a
human resources, and other operations comply with the conflict of interest, such transaction should be presented
policies and business plans endorsed and approved to the Board or the shareholders’ meeting (or both) for
by the Board or the shareholders’ meeting, or both. consideration and approval unless such transaction is
6. Negotiate and enter contracts or any transactions, or considered a general transaction of BCPG having the
both, of normal business practices within the authorized same criteria as an arm’s length transaction.
limitation specified in the approval authority schedule 17. Perform other tasks as assigned by the Board.
approved by Board meetings. The President can approve any payment for BCPG’s
7. Order and issue rules and regulations, notification, and business over and above those specified in contracts
internal memos in the conduct of business in line with or obligations and is also authorized to proceed or
BCPG’s policies to benefit the company and keep the determine and approve a procurement transaction of
corporation well organized. up to THB 50.0 million.
8. Follow up, investigate, and control operations of BCPG,
its subsidiaries, or associated companies, or all of Remuneration of Executives
these, to achieve target performances and report these Compensation for the Executive Management consists of (1)
to the Board every quarter and find opportunities to monetary compensation, which consists of the salary and
further improve and enhance BCPG’s performance. the bonus, and (2) compensation for executives (including
9. Develop the corporation to improve operation and BCPG’s employees) in other forms, namely annual medical
performance and ensure continuity of development for check-ups, vaccination, and medical allowances, provident
sustainable growth. fund, and insurance premiums. In addition, BCPG has set
10. Pursue investment opportunities in potential projects up an BCPG ESOP-WS#2 scheme for directors, executives,
by conducting comprehensive and proper technical and employees. In 2022, executive compensation in the
and financial study for decision-making. forms of salary, bonus, and contributions to provident fund
11. Hire, appoint, dismiss, determine, promote, demote, reduce amounted to approximately THB 101.3 million.
the salary or wages of, relocate, and terminate any employees,
excluding senior executive vice presidents or above, where
the approval of the Board is required.
12. Transfer executive vice presidents. However, their
hiring, appointment, dismissal, determination,
BCPG Public Company Limited 151
 Executive Remuneration Policy
The Company has a policy to pay remuneration to executives and employees. For the purpose of
providing management and employees with reasonable and fair remuneration for their work, the
Company determines returns in monetary and other forms, both short-term and long-term, as follows:
1. Remuneration determined according to the duties and responsibilities of each position by
taking into account the nature of the position and other listed companies in similar indus-
tries, as well as employee experience and qualifications.
2. Employee welfare and benefits by considering the suitability of each type of the benefits in
order to build morale for executives and employees, both short-term and long-term, as well
as boosting long-term motivation to ensure efficient work performance.

Workforce Information Training Hours

34 hours/year/head
As of December 31, 2022, there were 150 em-
ployees working for BCPG and its subsidiaries
(non-inclusive of the executives) with details
as follows: Safety Hours
476 thousand/year

Cumulative Safety Hours

150 2,158 thousand/year
persons

EMPLOYEE’S COMPENSATION
BCPG set short-term and long-term compensa-
tion for employees to ensure fair pay commen-
surate with their performance, which includes:
BCPG Indochina 9% 1. Salaries, financial incentives, and bonuses
BCPG JP 9% based on individual responsibilities in
BCPGF 2% comparison with other listed companies
BSE Group and Ligor (Wind) 25% in a similar business, experience, and
Finance and Accounting 17% qualifications as well as the business per-
Corporate Excellence 11% formances of BCPG Group.
Operation 9% 2. Welfare, such as provident fund, health, life
Chif Executive Officer 9% and accident insurance, annual check-up
Business Strategy and Investment 9% allowances, out-patient medical allow-
ances for employees and their families,
vaccination allowances, social insurance
cash benefits, per diem when travelling
aboard and travel expenses etc.
3. Others, such as the BCPG ESOP-WS#2
program.
152 Form 56-1 One Report 2022
 In addition, employees are provided with the rights Other Key Information
under related policies and laws, including the rights
for annual leave and other types of leave, etc. In Corporate Secretary / Head Of
2022, employee compensation (non-inclusive of Compliance Department
executives) in the forms of salary, financial incentives, By the resolution of the board meeting no. 6/2560 held on
bonus, contributions to provident fund and the social November 30, 2017, Ms. Sattaya Mahattanaphanij (serving
insurance cash benefits, etc., totaled THB 343.7 million. as Senior Executive Vice President, Corporate Excellence)
was appointed the corporate secretary responsible to
Labor Disputes 2021 promote good corporate governance and facilitate respon-
There was no labor dispute. sibilities of the Board and Executive Directors in line with ap-
plicable laws, rules, regulations, the Articles of Association,
Personnel Development Company’s rules, policies, regulations, and guidelines of
BCPG’s policy is to regularly provide opportunities for the monitoring units and other relevant agencies, as well as
learning and development to all employees to enhance provisions under the Securities and Exchange Act,
their knowledge, skills, proficiency, and work efficiency. as well as being responsible for compliance of the Company
Employees are encouraged to develop themselves through through the Corporate Governance Committee.
on-the-job training and in-house training held by BCPG and
Bangchak Corporation Plc., as well as knowledge-sharing Head Of Internal Audit
activities. Executives and employees regularly attend Ms. Thiparat Suikim, Assistant to Internal Audit Office
external training and seminars relating to their functions so Manager (acting Head of Internal Audit Office), and secretary
that they can apply their knowledge in improving BCPG’s of the Audit Committee.
operations. However, as the working environment has
shifted due to the spread of COVID-19, training sessions Head Of Investor Relations
cannot be provided as usual. In 2020, BCPG delivered Ms. Voranart Meethavorn, Manager – Investor Relations
training on the online platform, which is a knowledge bank Corporate Financial Management and Investor Relation
that gathers a variety of courses to enhance employees’ work Department.
competency. The courses aim to improve their soft skills
in addition to their professional expertise. The Human Auditor and Audit Fee
Resources Management Department was responsi- For the year ended 31 December 2022, the Company’s
ble for rendering advice on selection of course for total audit fee paid to the auditor, KPMG Phoomchai Audit
employees at each level. Apart from the aforementioned Co., Ltd. (“KPMG”) is THB 1.57 million which consists of
training, the company also encouraged all employers 1. Audit Fee THB 1.27 million
to foster a learning atmosphere and knowledge-sharing 2. Non-audit fee which is BOI condition compliance and
between agencies since 2018 until today. Knowledge others THB 0.30 million.
Management Session is organized on a monthly basis.
Examples of topics for knowledge exchange are guidelines good The auditor’s audit firm and himself have no relationship with
corporate government compliance, knowledge on listed or interest in the Company, subsidiaries, management, major
companies-related laws, business know-how, investment in shareholders, or those who are related to such persons.
new power projects, etc. Moreover, there were also quizzes
for assessment.

BCPG Public Company Limited 153

Highlights Of Corporate Governance
Performance Of The Board Of Directors
Recruiment, Development, And Performance Of The Board Of
Directors Nomination Of Directors And Indipendent Directors
Nomination Of Directors majority vote. One shareholder has one vote per share. The
The Nomination and Remuneration Committee (NRC) is as- persons receiving the highest number of votes in descending
signed to recruit and nominate qualified professionals to pro- order shall be elected as directors of the equal number to that
pose to the Board or the shareholders (as the case may be). of the directors to have or to be elected at that time. In the event
As for the selection criteria, BCPG emphasizes qualified pro- that the number of persons elected in descending order and
fessionals with comprehensive knowledge, experience, sound having equal votes exceeds the number of directors to have
career paths, leadership, vision, righteousness, ethics, good or to be elected at that time, the chairman of the meeting shall
attitude toward BCPG, and ability to dedicate time for the benefit have one more vote as a casting vote. If a director’s position
of BCPG’s business. The NRC also takes into consideration is vacant due to causes other than term completion, the Board
Board diversity and develops a Board Skill Matrix to specify will consider the appointment of a qualified candidate with no
the required qualifications. With the matrix, missing skills and prohibiting characteristics mentioned above at the next Board
suitable qualifications for the Board composition and structure meeting. If the vacant term will expire in less than two months,
under BCPG’s strategies are identified. The IOD’s Director Pool the director appointed by the Board may serve only until the
database is also employed. The nomination process is based completion of the term of the director he or she replaces. The
on transparency, reinforcing shareholders’ confidence. BCPG resolution to nominate a qualified candidate to replace the
has specified the following qualifications of the Board: director’s position must receive no less than three - quarters
1. The number of directors on the Board of Directors shall be of the votes of the remaining directors.
as set out in the Articles of Association, and no less than
one-half of the total number of directors must reside in the Nomination of Independent Directors
Kingdom of Thailand. The directors must be qualified in The Company determines the composition of the Board of
accordance with the law and the Articles of Association. In Directors to consist of independent directors of at least one-
appointing the directors, there shall be no sexual discrim- third of the total number of Company’s directors with at least
ination, or discrimination against any form of difference. 3 independent directors. Board of Directors or shareholders’
2. A director must demonstrate his or her leadership and meeting (as the case may be) shall appoint independent di-
possesses visionary, ethical, and moral qualities, as well rectors to join the Board of Directors.
as a proven track-record of work experience. A person who shall serve as an independent director must have
3. A director must be interested in the Company’s business qualifications and do not possess any prohibited characteristics
and able to adequately devote his or her time to the Company. under the Public Limited Companies Act and the Securities and
4. A director must not, whether in his or her own interests Exchange Act, including other relevant notifications, rules, and/
or in the interest of any other person, operate a business or regulations. The selection of independent directors shall be
of a similar nature of and in competition with that of the based on educational qualifications. Specialization work experi-
Company, an exception applies when this act has been ence and other suitability in order to be proposed to the Board
declared to a shareholders meeting before the appointment. of Directors’ meeting or the shareholders’ meeting (as the case
5. Not a political official, member of the House of may be) to consider appointment of Company’s independent
Representative, senator, local assemblymen or local directors. In this regard, if any independent director vacates
administrators, director or an official of any political party. office before the expiration of the term, the Board of Directors
may appoint an independent director who has the qualifications
The NRC provides an opportunity for directors and specified above to take the position. The independent director
shareholders to nominate qualified candidates. who replaces him/her shall hold office only for the remaining
The shareholders’ meeting may appoint a director through a term of the independent director he/she replaces.
154 Form 56-1 One Report 2022
In this regard, the Board of Directors has set the qualifications of including a legal or financial advisor, receiving a service
independent directors as follows: fee exceeding THB 2 million per annum from the Company,
1. An independent director must not hold more than 0.5 its parent company, subsidiaries, associated companies,
per cent of the total shares with the voting rights of the major shareholders, or controlling persons, within the last
Company, its parent company, any of its subsidiaries, two years.
associated companies, major shareholders, or controlling 7. An independent director must not be a director who is
persons. This provision shall also be applicable to the appointed as a representative of the directors of the
shareholding of any of his or her related person. Company, its parent company, or shareholders in relation
2. An independent director must not hold or have held the to the major shareholders.
position of a director who takes part in the administration, 8. An independent director must not operate a business of a
or be an employee, personnel, advisor who receives a similar nature to, or that is in competition with, the Company
regular salary, or a controlling person of the Company, or its subsidiaries, nor be a significant partner in any part-
its parent company, any of its subsidiaries, associated nership, nor a director taking part in the management, an
companies, other subsidiaries of the same level, major employee, staff, advisor who receives a regular salary, or
shareholders, or controlling persons, within the previous a shareholder holding shares of exceeding one percent
two years. Such prohibition does not include the case in of the total voting shares in other companies engaging in
which an independent director was a government officer or a business of a similar nature to or in competition with the
advisor of a government agency that is a major shareholder Company or its subsidiaries.
or controlling person of the Company. 9. An independent director must possess no other char-
3. An independent director must not be related, by blood acteristics which result in his or her inability to render
or by law, in a manner of being a father, mother, spouse, independent opinions on the Company’s operation.
sibling, or child, including the spouse of a child of the
other directors, executives, major shareholders, controlling After being appointed in accordance with the criteria under (1)
persons, or any persons to be nominated as directors, to (9), an independent director may be authorized by the Board
executives, or controlling persons of the Company or its of Directors to make a decision on the business operation of
subsidiaries. the Company, its parent company, subsidiaries, associated
4. An independent director must have no business relation- companies, any other subsidiaries of the same level, its major
ship nor have ever been in a business relationship with the shareholders, or its controlling persons, in the manner of a
Company, its parent company, subsidiaries, associated collective decision. In this regard, the definition of independent
companies, major shareholders, or controlling persons, in director is in accordance with the definition prescribed in the
a nature that may affect his or her independent discretion, relevant Notification of the Capital Market Supervisory Board.
nor be or having been a significant shareholder or con-
trolling person of a person that has a business relationship Independence of the Chairman
with the Company, its subsidiaries, associated companies, The Chairman of the Board is a non-executive director and shall
major shareholders, or controlling persons, within the last not be the same person as the President and shall have no
two years. relationship with the management. Moreover, the Chairman of
5. An independent director must not be or ever have been an the Board shall not be a member of any sub-committees of the
auditor of the Company, its parent company, subsidiaries, Company in order to ensure that subcommittees can consider
associated companies, major shareholders, or controlling and render suggestions on different matters independently
persons, and must not be a significant shareholder with even though the Chairman of the board is a representative
controlling power or a partner of an audit firm of the director of the major shareholder, Bangchak Corporation Public
Company, its parent company, subsidiaries, associated Company Limited (BCP), which, as of December 31, 2021,
companies, major shareholders, or a company in which holds 61.31% of the total shares of the Company. However,
controlling persons are employed, within the last two years. the Board of Directors consists of 7 independent directors out
6. An independent director must not be or ever have been of a total of 11 directors, representing 63.6 percent, which is
a professional service provider or a partner thereof, more than one-third of the total number of directors. Thus, it
BCPG Public Company Limited 155
can be assured that the directors have performed their duties resolved by the Board of Directors for approval.
as representatives of the shareholders under the principles
of proper balance and review. The Chairperson performs the Orientation For New Directors
duties of chairing independently, not dominating or directing For new directors, BCPG provides orientation sessions, includ-
ideas during the discussion, and encouraging all directors in ing lectures and overview presentations of its businesses (such
discussing and expressing their opinions to the fullest extent as vision, mission, values, and business goals, management
by giving enough and appropriate time to obtain a resolution structure and executives, businesses, organization strategic
of the meeting in considering various matters. plans, investment plans and progress, and past performances),
Role and Duties of the Chairman as the leader of the Board major policies, socio-environmental corporate responsibility,
of Directors: directors’ roles, duties, and responsibilities, relevant laws and
1. To supervise, monitor, and ensure that the performance corporate governance principles. BCPG also arranges a study
of duties of the Board of Directors is efficient and achieves the trip to its renewable - energy (RE) power plants for business
organizational goals and key targets. insights, including a handbook covering relevant information
2. To ensure that every director is involved in promoting the on the Board and the management as a guide in performing
corporate culture that is ethical and the principles of good their duties under corporate governance principles.
corporate governance.
3. To fix the agenda for meetings of the Board of Directors
by joint discussion with the Chief Executive Officer, and to set In 2022 BCPG provides orientation sessions for 4 news
a measure to ensure that important issues are included as the directors; General Ongard Pongsakdi, Police General Visanu
meeting agenda items. Prasattongosoth, Mr. Theeraj Atthanavanich and Mr. Niwat
4. To allocate reasonable timeframes for the Management to Adirek including lectures and overview presentations of its
be able to propose matters and for the matters to be carefully businesses as the following topics.
and thoroughly discussed. • Vision, Mission, Values, and Business Goals
5. To encourage the directors to exercise their sound judg- • Management structure and executives
ment, to pay attention to every issue in the meetings, and the • Organization strategic plants
issues related to the good corporate governance • Investments plants and progress and past
6. To promote the good relationship among the members of performances
the Board of Directors and the Management and to support • Organization Development
the operation of the Management but to refrain from interfering • Business Development
in the operation of the day-to-day activities. • Corporate Governance
7. For holding of a directorship in other companies of a • Socio – environmental corporate responsibility
Company’s director during the year, up to the end of December including Corporate Sustainable Development Plan
31, 2021, there is no director of the Company holding positions
in more than 3 listed companies, the figure of which is lower BCPG also arranges a study trip to its renewable – energy
than that required in the policy of the Company that is not over power plants for business insights, including handbook
5 places. Moreover, it is in accordance with the Good Corporate covering relevant information on the Board and the
Governance Policy of Listed Companies 2017 announced by management as a guide in performing their duties under
the SEC in regard to efficiency considerations and dedication corporate governance principles.
of time to perform duties as a director of the Company.
8. For holding a directorship in other companies or any oth-
er position in a business organization of the Chief Executive
Officer, the Board of Directors has stated in the Good Corporate
Governance Policy that it must be prior approved by the Board
of Directors. In this regard, Mr. Niwat Adirek, Chief Executive
Officer is not being a director in other companies besides the
Company’s subsidiaries and joint ventures as considered and
156 Form 56-1 One Report 2022
Director Development Director Performance Assessment
BCPG encourages the Board to participate in development BCPG conducts, at least once a year, performance
training and seminar to enhance their knowledge and assessment of the Board and subcommittees. The
understanding of corporate governance principles, rules assessment serves as a scope for assessing the annual
and regulations, and the roles and responsibilities of the performance against their duties and authority, and corporate
directors for their effective performance. governance principles. It also serves as a basis for development
planning for the following year.
Summary Of 2022 Training Attendance In Courses The Board approved the performance assessment forms
Organized By Thai Institute Of Directors (Iod) for the Board and subcommittees as follows:

1. Performance Assessment Form for Individual directors

Name DAP DCP Other Course • Individual directors (self-assessment): Assessment
topics consist of responsibility for performing roles
Mr. Pichai Chunhavajira 2006 2009 and duties, training and self-development, and
Mr. Chaiwat Kovavisarach - 2013 compliance with good governance policy.
Mrs. Vilai Chattanrassamee 2016 - • Individual directors ((cross-assessment): one
director assessed by 4 anonymous directors)):
General Kanit Sapitaks - 2006 Assessment topics consist of responsibility for
Police General Visanu 2004 performing roles and duties, and independence
Prasattongosoth - of the individual.
General 2022 - Corporate 2. Performance Assessment Form for the entire Board.
Ongard Pongsakdi Governance Assessment topics consist of Board policy, composition
for Executives and qualifications, performance,meetings, and
(CGE20/2022) self-development.
3. Performance Assessment Form for each Subcommittee
Ethical (five subcommittees) as follows:
Leadership (ELP) 1. Audit Committee
28/2022 2. Nomination and Remuneration Committee
Mr. Surin Chiravisit - 2010 3. Corporate Governance Committee
Mr. Thammayot Srichuai - 2017 4. Enterprise-Wide Risk Management Committee
5. Investment Committee
Mr. Thaworn Ngamganokwan 2015 2016
General Sakda Niemkham 2019 - Assessment topics consist of responsibility in performing
against the roles and duties, and meetings. A scoring
Mr.Theeraj Athanavanich 2004 Advance system is adopted for the assessment so that the Board
Audit Committee can compare the assessment for each topic. The scoring
Program (AACP is defined as follows:
44/2022)
Mr.Niwat Adirek - 2022

BCPG Public Company Limited 157

 1 = Absolutely disagree, or no actions taken 1. Individual Directors
2 = Disagree, or reasonable actions taken • Individual directors (self-evaluation) obtained
3 = Agree, or reasonable actions taken an average score of 96.12%, which was in the
4 = Rather agree, or substantial actions taken excellent tier.
5 = Absolutely agree, or outstanding actions taken. • Individual directors (cross-evaluation by group)
Under the scoring system, the rating criteria are as follows: obtained an average score of 97.32%, which was
Over 85 percent = Excellent in the excellent tier.
Over 75 percent = Very good 2. Board of Directors obtained an average score of
Over 65 percent = Good 97.46%, which was in the excellent tier.
Over 50 percent = Satisfactory 3. Subcommittee
Less than • The Audit Committee as a whole obtained an average
or equal to 50 percent = score of 98.33%, which was in the excellent tier.
• The Nomination and Remuneration Committee as a
the sub-committees completed a performance evaluation, whole obtained an average score of 99.17%, which
which can be summarized as In 2022, the Board of Director was in the excellent tier.
and follows: • The Corporate Governance Committee as a whole
obtained an average score of 98.33%, which was
in the excellent tier.
• The Enterprise-wide risk Management Committee
as a whole obtained an average score of 94.58%,
which was in the excellent tier.
• The Investment Committee as a whole obtained
an average score of 93.89%, which was in the
excellent tier.

Assessment Results of Board Of Directors And Subcommittees In 2022

Board of Directors Individual
self-Assessment96.12%
Individual
cross-Assessment 97.32%
Entire Board
97.46%

AC NRC ERMC CG IC
• Review quarterly • Nominate director • Determine policy • Propose guidelines • Monitor and evaluate
and annual financial and executives, strategies and targets for Sustainable, CG, performance against
statements as well as for risk management anti-corruption, corporate strategies
• Review internal compensation • Develop risk CSR • Screen and monitor
Responsibilities control system • Assess President’s management system • Ensure management investment o
• Review connected performances • Ensure suitable compliance with pportunities
transactions • Review succession corporate risk CG principles in line with Group
• Select/nominate plan management strategies
auditor and audit fee • Recommend financial
structure

No. of independent
directors/
Subcommittee 3/3 3/3 2/4 2/3 -/4
director

Number of Meeting 12 5 10 2 16

Assessment Result 98.33% 99.17% 94.58% 98.33% 93.89%

158 Form 56-1 One Report 2022

Board’s Meeting And Director Compensation
Board’s Meeting

During 2022, the Company has taken the following

actions: • Monthly earnings report and report on the
• Meetings of the Board of Directors were held Company’s financial status submitted to the Board
on a monthly basis to consider and follow up on of Directors on a quarterly basis, together with
various matters related to business operations the report of the Audit Committee related to the
including reporting on the Company’s performance financial statements.
by the management where some agendas might • Engage in one meeting of the independent
be presented to specific sub-committees for committee to propose observations or suggestions
consideration and deliberate scrutiny prior to to the Company’s senior management for use in
presenting them to the Board of Directors’ meeting improving Company’s operations to achieve further
for further approval. In case of urgent and important efficiency.
investment considerations, the Company would • Present newly-amended legal provisions or
convene extraordinary meetings of the Board announcements related to listed companies to the
of Directors, resulting in 13 Board of Directors’ Board of Directors by legal advisors and/or the
meetings being held in 2022. Company’s legal office.
• Two workshop meetings with senior management • Provide an assessment of the internal control
on August 23, 2022 and September 20 2022 system and risk management measures along
to discuss and exchange knowledge about with reviewing and evaluating the system or
industry overview and the current and future measures regularly and prepare an annual report
business environment. The results of which were for the Board of Directors and the management
used by the Board to support the consideration for acknowledgement and further use in improving
of the review of organization’s strategy and work efficiency.
strategic plans over the next 5 years, including the
review of personnel plans and financial plans to
be in line with the organization’s strategic plan.

BCPG Public Company Limited 159

Summary Of Director’s Meeting Attendance In 2022

No. Name BOD AC NRC ERMC CG IC

Directors for the entire year 2022
1 Mr. Pichai Chunhavajira 13/13
2 Mr. Chaiwat Kovavisarach 12/13 16/16
3 General Kanit Sapitaks 13/13 5/5
4 Mrs. Vilai Chattanrassamee 13/13 12/12 5/5
5 Mr. Surin Chiravisit 13/13 12/12 5/5
6 Mr. Thammayot Srichuai 13/13 10/10 16/16
7 Mr. Thaworn Ngamganokwan 13/13 10/10
8 General Sakda Niemkham 13/13 2/2
Director entering – resigning during 2022
1 Police General Visanu Prasattongosoth 12/12 7/7
2 Mr. Niwat Adirek 12/12 9/10 2/2 16/16
3 General Ongard Pongsakdi 10/10 2/2
4 Mr. Theeraj Athanavanich 8/10 7/8
5 General Uthis Sunthorn 3/3 3/3
6 Mr. Narin Kalayanamit 3/3 3/3 3/3
Investment Director (Non – Director)
1 Mr. Suchat Chiaranussati 9/16
2 Mr.Phuwadon Suntornwipart 13/13
Advisor to Investment Committee
2 Mr.Thanwa Laohasiriwong 15/16
Remark :
BoD Board’s meeting
NED Non-Executive Director’s meeting
AC Audit Committee’s meeting
NRC Nomination and Remuneration Committee’s meeting
ERMC Enterprise-wide Risk Management Committee’s meeting
CGC Corporate Governance Committee’s meeting
IC Investment Committee’s meeting

160 Form 56-1 One Report 2022

Director Compensation

BCPG sets the Board’s compensation that suits their 1. Fixed compensation for the Board:
duties and responsibilities and is compatible with listed • The Board at THB 30,000 each a month
companies in a similar industry and of a similar size. The • The Audit Committee at THB 10,000 each
compensation is sufficient to motivate directors to deliver quality a month.
performance in gearing the company for its business 2. Meeting allowance, which will be paid to attendants
directions and achieve its goals in a transparent manner to only:
foster trust of the shareholders. • The Board at THB 30,000 each a meeting
1. Compensation of the Board is approved by the • Subcommittees at THB 15,000 each a meeting.
Annual General Meeting (AGM). The compensation is Monthly compensation and meeting allowances
to be compatible with industry peers and is related to for the Board Chairman and chairman of each
corporate performance and individual directors’ committee is 25% higher than that of other
performance. members and 12.5% hi gher The Board
2. Each director who was assigned additional duties and for the Vice Chairman.
responsibilities (for instance, a subcommittee member) 3. Bonus:
is to receive additional compensation proportional to The Board receives an annual bonus at 0.75%
such assignment. of the net profit and up to THB 3 million each.
3. The Board provides a report on the compensation of The bonus was prorated to each director’s term,
individual directors and executives, which includes the with the Board Chairman and Vice Chairman
disclosure of compensation they receive for service at receiving 25% and 12.5% more than other members.
subsidiaries, in the annual report in keeping with the 4. In addition, BCPG has issued warrants for the Board,
good governance policy. executives, and employees of BCPG and its subsid-
iaries (the BCPG ESOP-WS#2 Program), amounting to
The NRC annually determines proper compensation for 20,000,000 units, 7,004,000 units of which were allotted
directors and propose it to the Board for endorsement and to the directors in April 2017. (the offering of warrants is
then to the AGM for approval. The 2021 AGM, held on April in accordance with the resolution and details disclosed
7, 2021, approved the 2021 compensation of the Board and at the Extraordinary General Meeting of Shareholders
the subcommittees as follows: No. 1/2020).
5. Directors’ other expenses
BCPG does not define other compensation except for
directors’ expenses arising from performing their duties
as follows:
• A vehicle was provided to the Board Chairman to
facilitate his performance
• Fuel credit card for actual spending in duty per-
forming for up to 400 liters per month
• Internet service for duty performing, for up to THB
900 per month
• Directors’ and executives’ indemnity insurance of
up to THB 250 million.

BCPG Public Company Limited 161

 Summary Of Director Compensation In 2022 unit : Baht
Compensation in Cash (1) Performance Total
No. Name Bonus2020 (2) Compensation
BOD AC NRC ERMC CG IC (1)+(2)
Directors for the entire year 2022
1 Mr. Pichai Chunavajira 937,500 - - - - - 1,540,150 2,477,650

162 Form 56-1 One Report 2022

2 Mr. Chaiwat Kovavisarach 810,000 - - - - 300,000 1,386,135 2,496,135
3 General Kanit Sapitaks 750,000 - 93,750 - - - 1,232,120 2,075,870
4 Mrs. Vilai Chattanrassamee 750,000 375,000 75,000 - - - 1,232,120 2,432,120
5 Mr. Surin Chiravisit 750,000 300,000 75,000 - - - 205,916 1,330,916
6 Mr. Thaworn Ngamganokwan 750,000 - - 150,000 - - 1,232,120 2,132,120
7 Mr. Thammayot Srichuai 750,000 - - 150,000 - 240,000 1,232,120 2,372,120
8 General Sakda Niemkham 750,000 - - - 30,000 - 1,232,120 2,012,120
9 Police General Visanu Prasattongosoth 690,000 - - 131,250 - - - 821,250
10 General Ongard Pongsakdi 564,000 - - - 37,500 - - 601,500
11 Mr. Theeraj Athanavanich 504,000 189,000 - - - - - 693,000
12 Mr. Niwat Adirek 690,000 - - 135,000 30,000 240,000 - 1,095,000
Director resigning during 2022
13 General Uthis Sunthorn 187,000 77,333.33 - - - - 1,232,120 1,496,453
14 Mr. Narin Kalayanamit 187,000 77,333.33 - 56,250 - - 1,232,120 1,552,703
Vacated director in 2022
15 Mr. Bundit Sapianchai - - - - - - 1,232,120 1,232,120
16 Prof. Dr. Suchatvee Suwansawat - - - - - - 1,167,980 1,167,980
17 Mr. Krisada Chinavichirana - - - - - - 921,558 921,558
Total 9,069,500 1,018,667 243,750 622,500 97,500 780,000 15,078,699 26,910,616
Supervision Of The Operation Of Subsidiaries And Associated Companies

Corporate governance policy for BCPG’s subsidiaries and associated companies

BCPG announced the implementation of a corporate gover- 3. If a joint venture which is a subsidiary plans to enter
nance policy for its subsidiaries and associated companies into any transaction which constitutes an acquisition
and arranged for the executives who had been delegated or disposal of assets or a connected transaction and,
to represent itself as directors of the subsidiaries and as a result, approval must be sought from a meeting
associated companies to sign for acknowledgment of the of the Board, or the company must undertake any act
duties and responsibilities as specified under this policy. The as required by the relevant notification of SET and/or
representative directors who are responsible for overseeing SEC, it must enter into such transaction after approval
the subsidiaries and associated companies for the Board is granted by the meetings of the Board and/or the
must regularly report the operating results of the subsidiaries shareholders’ meeting and/or the relevant regulatory
and associated companies to the meetings of the Board. authority (as the case may be).
The corporate governance policy on the subsidiaries and 4. Those joint ventures that are also subsidiaries of BCPG
associated companies, as well as the companies in which must put in place a proper internal control system, risk
BCPG holds shares (collectively the “joint ventures”) can management system, and anti-corruption system, as
be summarized as follows: well as measures for monitoring operating results of
1. BCPG shall delegate representative directors in accor- the subsidiaries and associated companies.
dance with its equity in a joint venture (“representative 5. Those joint ventures that are also subsidiaries of
directors”) to supervise and ensure that the joint venture BCPG must disclose accurate, complete, and reliable
complies with the law, the good corporate governance information on their operating results and financial
policy, the corporate governance policy of joint ven- positions, as well as other information required, to the
tures, as well as the other policies of the Company. regulatory authority and relevant government agencies,
2. The representative directors in a joint venture must investors in general, and the public.
seek approval from the Board before casting votes at
meetings of the board of the joint venture (except that
the joint venture is not a subsidiary or associated com-
pany of the Company. In such case, the representative
directors may cast votes after approval is granted by
the President).

BCPG Public Company Limited 163

 Directorship in Subsidiaries and Associated Companies
Position as Director or Executive Officer in Subsidiaries/Joint Ventures/Related Companies in Thailand
Joint Related
Subsidiaries
Ventures Companies
Directors / Companies

164 Form 56-1 One Report 2022

BSE
BRM
BRM1
CPM1
NMA
PRI
BIC
LLG
BSPH
BSP
KAN
KAN1
LOP
CPRS
TDED
PSDC
ออมสุุข
Enres

Mr. Niwat Adirek D D

Mr. Phuwadon Suntornwipart D
Mr. Charnvit Trangadisaikul C C C C C C D D D D D D D D D D
Ms. Saowapap Sumeksri D D D D D D D D D
Ms. Sattaya Mahattanaphanij D D D D D D D D
Mr. Chatchai Loybundit D,GM D D
C = Chairman , VC = Vice Chairman , CEO = Chief Executive Officer , P = President , D = Director , M = Management , MD = Managing Director, GM = General Manager

BSE = Bangchak Solar Energy Company Limite KAN = BSE Power (Kanjanaburi) Company Limited
BRM = Bangchak Solar Energy (Burirum) Company Limited KAN1 = BSE Power (Kanjanaburi 1) Company Limited
BRM1 = Bangchak Solar Energy (Burirum1) Company Limited LOP = BSE Power (Lopburi) Company Limited
CPM1 = Bangchak Solar Energy (Chaiyaphum1) Company Limited CPRS = BSE Power (Prachinburi) Company Limited
NMA = Bangchak Solar Energy (Nakhon Ratchasima) Company Limited TDED = Thai Digital Energy Development Company Limited
PRI = Bangchak Solar Energy (Prachinburi) Company Limited PSDC = Prathumwan Smart District Cooling Company Limited
BIC = BCPG Indochina Company Limited Oam Suk = Oam Suk Social Enterprise Company Limited
LLG = BCPG Wind (Ligor) Company Limited Enres = Energy Response Company Limited
BSPH = BSE Power Holdings (Thailand) Company Limited
BSP = BSE Power Company Limited
 Position as Director or Executive Officer in Subsidiaries/Joint Ventures/Related Companies in Overseas
Subsidiaries Joint Indirect Related
Ventures Joint Companies
Ventures
Directors / Companies

NS3A
NS3B
BCPGI
BSEH
GNH
GNP
IDO
HMJ
BCPGJ
BCPGE
BCPG Wind
BCPGF
Formosa1
Formosa2
Jie Yang
Ying-Chien
PWEI
IEAD
MWP
BCPT

Mr. Niwat Adirek D D D D D D

Mr. Phuwadon Suntornwipart D D D
Mr. Charnvit Trangadisaikul D D D D D D D D
Ms.
Saowapap Sumeksri D D
Ms. Phatpuree Chinkulkitnivat (1) GM GM D D D
Ms. Sattaya Mahattanaphanij D D D D D
Mr. Pavan Siamchai D D
Mr. Kongkiat Kanjanapan D
C = Chairman , VC = Vice Chairman , CEO = Chief Executive Officer , P = President , D = Director , M = Management , MD = Managing Director, GM = General Manager
(1)
Held the position until 13 February 2023

NS3A = Nam San 3A Sole Co., Ltd. BCPG Wind = BCPG Wind Cooperatief U.A.
NS3B = Nam San 3B Sole Co., Ltd. BCPGF = BCPG Formosa Co., Ltd.
BCPGI = BCPG Investment Holdings Pte. Ltd. Formosa1 = BCPG Formosa One Co., Ltd.
BSEH = BSE Energy Holdings Pte. Ltd. Formosa2 = BCPG Formosa Two Co., Ltd.
GNH = Greenergy Holdings Pte. Ltd. Jie Yang = Jie Yang Energy Co., Ltd.
GNP = Greenergy Power Pte. Ltd. Ying-Chen = Ying-Chen Co., Ltd.
IDO = Indochina Development Operation and Holdings Pte. Ltd. PWEI = PetroWind Energy Inc.
HMJ = Huang Ming Japan Company Limited IEAD = Impact Energy Asia Development Limited
BCPGJ = BCPG Japan Corporation MWP = Monsoon Wind Power Company Limited
BCPGE = BCPG Engineering Company BCPT = BCP Trading Pte. Ltd.

BCPG Public Company Limited

165
Assurance of Compliance with Corporate Governance Policy and Guideline

Conflicts of interest Company if the holding of such shares causes them

The Board of Directors has established a policy on conflicts to act or neglect to act in the performance of their du-
of interest on the principle that any decision to engage in a ties or that affects their performance of duties for the
business transaction must be for the utmost benefit of the Company. If the directors, executives, and employees
Company and the shareholders and that any action that have acquired such shares before holding their position
might lead to conflicts of interest should be avoided. in the Company or before the Company engages in
such business, or such shares were acquired through
Guidelines inheritance, they must report the holding of such shares
Any person involved with or having an interest in a transaction to their supervisors.
under consideration must inform the Company of his or her Abuse of inside information
relationship or interest in such transaction and must abstain BCPG has established a policy and measures to supervise
from the consideration or the approval of such transaction. its directors, executives, and employees in using inside
Actions that may lead to conflicts of interest must include: information which has not been disclosed to the public for
1. Non-competition: The directors, executives, and personal gain.
employees must refrain from operating, undertaking or Guidelines
investing in any business in competition or potentially in 1. The Company must communicate to the directors, exec-
competition with the business of the Company. utives, and employees the duty to report their holdings
2. Seeking benefits from private dealing with the Company: and changes in securities and derivatives holdings
The directors, executives, and employees should in the Company, as well as those of their spouses or
disclose their own private businesses or activities or cohabitees (1) and their minor children (2) and juristic
those of their families or relatives or those under their persons and if they and the persons under (1) and (2)
parental care that may lead to conflicts of interest, collectively hold more than 30 percent of the total voting
including: rights and become the largest shareholders in juristic
• Investing or having benefits with the suppliers persons to the Office of the Securities and Exchange
and vendors who have business dealings with the Commission (SEC) under the criteria prescribed in the
Company; Securities and Exchange Act B.E. 2535 (1992) (includ-
• Holding any position or acting as a consultant of the ing any amendment);
suppliers and vendors who have business dealings 2. The directors, executives, and persons holding the
with the Company or its customers; positions of managers or equivalent or higher in the
• Engaging in trading of goods or services directly accounting or the finance departments, as well as their
through the Company or its affiliates or through spouses and cohabitees (1) and their minor children (2)
others. and juristic persons and if they and those under (1) and
3. Exploiting the Company’s information to seek benefits: (2) collectively hold more than 30 percent of the total
The directors, executives, and employees must refrain voting rights and become the largest shareholders in
from seeking personal gain for themselves or others those juristic persons, they must prepare and disclose
by using the Company’s or its affiliates’ confidential their holdings and changes in securities and derivatives
information, including work plans, revenue, resolutions, holdings in the Company to SEC under the criteria
business projections, findings from experiments or prescribed in the Securities and Exchange Act, B.E.
research, and bidding for their benefit, regardless of 2535 (1992) (including any amendment) and submit
the Company’s actual losses from such acts, and must copies of the reports to the Company on the same day
strictly comply with the Company’s policy on the use of the report is submitted to SEC;
inside information. 3. Those that are aware of and have in their possession the
4. The directors, executives, and employees must refrain information on financial statements, financial positions,
from holding shares of any business competitor of the
166 Form 56-1 One Report 2022
 or performance of the Company, as well as other ma- 6. Those that are aware of and have in their possession
terial inside information which affects any change in inside information must maintain confidentiality and/or
the price of the securities, must refrain from trading the keep inside information confidential. They must use
securities of the Company during the period before the inside information only in the interests of the business
dissemination of the financial statements or the financial operations of the Company. No individuals that are
position of the Company until that information has been aware of and have in their possession inside information
disclosed to the public. The Company will inform those may exploit other confidential information or inside infor-
who are aware of and have in their possession inside mation to seek personal benefit or the benefit of others,
information in writing to refrain from trading the securi- either directly or indirectly, regardless of whether they
ties of the Company at least one month before public will receive any benefit in return;
disclosure and preferably at least three days after such 7. The disciplinary action for the violation of the use of
disclosure, and to refrain from disclosing such material inside information for personal benefit ranges from a
information to any other party. written warning, wage deduction, temporary suspen-
4. Those that are aware of and have in their possession sion without pay, to the termination of employment to
inside information are prohibited from using such infor- the extent permissible by law. In imposing disciplinary
mation which affects or may affect any change in the action, the intent and severity of the offense will be taken
price of the securities which has not been disclosed into consideration.
to the public—which they may obtain by their position 8. Those that are aware of and have in their possession
or status. They are prohibited from buying, selling, inside information are prohibited from engaging in any
or offering to buy, sell ,or solicit others to buy, sell, or conduct that will result in unfair trading of securities of
offer to buy or sell shares or other securities (if any) of the Company, e.g. any disclosure of information that
the Company either directly or indirectly in a way that may damage investors or the capital market, market
could damage the Company either directly or indirectly, manipulation, submission of market orders that result
whether such action is taken for their own interest or in a system delay or interruption, and any other act with
for others. They are also prohibited from disclosing intent as prescribed in the Securities and Exchange
such factual information to another person to do so, Act, 2535 (1992) (including any amendment).
regardless of whether they will receive any benefit in
return;
5. Those that are aware of and have in their possession
inside information are prohibited from disclosing such
information or secrets of the Company as well as the
secrets of its trading partners which they have obtained
in performing their duty to a third party, even if such
information disclosure will not damage the Company
and its business partners;

BCPG Public Company Limited 167

 Report on Changes in Securities Held By Directors of 2022 (January 1- December 31, 2022)
Ordinary Shares (Warrant 1 (W1)(9) และ Warrant 2 (W2)) Unit
Amount Exercised Change from Conversion As of W1 + W2 Change from Conversion W1 + W2
carried warrants purchasing / selling from December amount purchasing / selling of rights to as of
Name – Last Name forward to (ESOP) through SET during Warrant 31, 2022 carried through SET during ordinary December
January 1, the year 1 and /or forward to the year shares of 31, 2022
2022 +Acquired (Sold) Warrant 2 January 1, +Acquired (Sold) the

168 Form 56-1 One Report 2022

2022 Company

Director (1)
1 Mr. Pichai Chunhavajira 1,169,642 - - - - 1,169,642 44,642 - - - 44,642
2 Mr. Chaiwat Kovavisarach 745,646 - - - - 745,646 28,459 - - - 28,459
3 General Kanit Sapitaks 196,875 - - - - 196,875 24 - (12) - 12
4 Mrs. Vilai Chattanrassamee 359,274 - - - - 359,274 14,940 - - - 14,940
5 Pol. Lt. Gen Wisanu Prasartthongosot (2) - - 200,000 - - 200,000 - - - - -
6 General Ong-ard Pongsak(3) - - - - - - - - - - -
7 Mr. Surin Chiravisit - - - - - - - - - - -
8 Mr. Thammayot Srichuai 337,500 - - - - 337,500 26,784 - (13,392) - 13,392
9 Mr. Thaworn Ngamganokwan - - - - - - - - - - -
10 General Sakda Niemkham - - - - - - - - - - -
11 Mr. Theerath Attanawanit(3) - - - - - - - - - - -
12 Mr. Niwat Adirek 3,400 - - - - 3,400 284 - (142) - 142
Total 2,812,337 - 200,000 - - 3,012,337 115,133 - (13,546) - 101,587
 Report on Changes in Securities Held By Directors of 2022 (January 1- December 31, 2022)
Ordinary Shares (Shares) (Shares) (Warrant 1 (W1)(9) และ Warrant 2 (W2)) Unit
Amount Exercised Change from Conversion As of W1 + W2 Change from Conversion W1 + W2
carried warrants purchasing / selling from December amount purchasing / selling of rights to as of
Name – Last Name forward to (ESOP) through SET during Warrant 31, 2022 carried through SET during ordinary December
January 1, the year 1 and /or forward to the year shares of 31, 2022
2022 +Acquired (Sold) Warrant 2 January 1, +Acquired (Sold) the
2022 Company
Executive (1)
1 Mr. Phuwadon Suntornwipart(4) - - - - - - - - - - -
2 Ms. Sattaya Mahattanaphanij(5) 240,000 - - - - 240,000 22,142 - (11,071) - 11,071
3 Mrs. Saowapap Sumeksri 10,000 - - - - 10,000 - - - - -
4 Mr. Charnvit Trangadisaikul(6) 139,505 - - - 47,520 187,025 75,040 - - (47,520) 27,520
5 Mr. Pavan Siamchai 212,602 - - - - 212,602 16,830 - (8,414) - 8,415
6 Mr. Kongkiat Kanjanapan(7) 223,600 - - - - 223,600 18,000 - (9,000) - 9,000
7 Mr. Chatchai Loybundit(8) - - - - - - - - - - -
8 Mr. Pongsak Chanama 98 - - - - 98 - - - - -
Total 825,805 - - - 47,520 873,325 132,012 - 28,486 47,520 56,006

Remark:
(1)
There is no change in the holdings of securities of the Company and its subsidiaries related to the 12 Director and 8 Executives as define in Section 59 of the Securities and Exchange Act.1992 (including the Amendment later) which is spouse
or cohabiting person (1) and minor children (2) and juristic persons in which they, the person under (1) and the person under (2) are Shares totaling more than 30% of the total number of voting rights of juristic person. and shareholding total is
the highest proportion in that juristic person.
(2)
Pol. Lt. Gen Wisanu Prasartthongosot was appointed director according to the resolution of board meeting no.4/2022 on April 19,2022 replace for Professor Dr.Suchatvee Suwansawat. Effective from February 1,2022
(3)
General Ongard Pongsakdi and Mr.Theeraj Athanavanich was appointed director according to the resolution of Annual General 2022 (AGM 2022) on April 7, 2022 replace for General Uthis Sunthorn and Mr.Narin Kalayanamit
(4)
Mr.Phuwadon Suntornwipart was appointed President according to the resolution of Board Meeting No.1/2022. Effective from 1 February 2022
(5)
Ms.Saowapap Sumeksri was appointed Chief financial Officer (CFO) according to the resolution of Board meeting No.7/2022. Effective from October 1,2022
(6)
Mr.Charnvit Trangadisaikul was appointed acting Senior Executive Vice President Operation according to the resolution of Board Meeting No.6/2022. Effective from July 1,2022
(7)
Mr.Kongkiat Kanjanapan was appointed Executive Vice President Finance and Accounting according to the resolution of Board Meeting No.6/2022. Effective from July 1,2022
(8)
Mr.Chatchai Loybundit was appointed Executive Vice President Corporate Strategy and Investment according to the resolution of Board Meeting No.6/2022. Effective from July 1,2022

BCPG Public Company Limited

(9) Warrants to Purchase New Ordinary Shares of BCPG PLC No.1 (BCPG-W1) last exercise on October 20,2022 and it had been expired and ceased to be listed securities on the Stock Exchange of Thailand from October 21,2022 onwards.

169
Anti-Corruption of offense-related assets. This is designed to prevent
The directors, executives, and employees must not engage anyone from using the Company as a channel or a tool
in or support any corrupt activities in any manner whatever for transferring, concealing, or disguising sources of
and must strictly comply with the anti-corruption measures. illegally acquired assets. It must also ensure inspection,
The Company has established a structure of responsible recording of transactions and financial facts, or assets
persons and systems for risk management, internal control, with due care and propriety, and in accordance with
and internal audit for strict investigation, control, and pre- the law.
vention of corruption practices in the corporation. Guidelines for BCPG, Directors, Executives and
Anti-Corruption Guidelines Employees
1. Political Neutrality and Political Support 1. The directors, executives, and employees must comply
• The Company is a politically neutral organization. It with the Anti-Corruption Policy and measures. The Board
supports compliance with the law and a democratic of Directors has delegated management to disseminate
regime of government with the king as head of state the anti-corruption measures for their compliance.
and does not have any policy to support, directly 2. The directors, executives, and employees who violate or
or indirectly, any political party. fail to comply with the Anti-Corruption Policy and mea-
• The directors, executives, and employees have sures must be subject to a penalty under the law and/
political rights and freedom under the law, but or the Company’s regulations. Anyone who refuses to
must not undertake any act which affects the engage in corruption although such act might cause the
political neutrality of the Company, nor must they Company to lose its business opportunities must not be
cause damage to the Company as a result of their demoted or punished or affected by any adverse negative
political involvement. impact.
• The directors, executives, and employees must not 3. BCPG internally communicates the Anti-Corruption Policy
engage in any political activities in the Company or and measures as well as whistleblowing channels via
exploit any resources of the Company in doing so. several approaches, for example, the orientation sessions
2. Charitable Donations and Contributions: The Company for directors and employees, ongoing training sessions
supports community and social development for the organized by the Company, the intranet, townhall meet-
betterment of the quality of life and the enhancement ings with the President, etc. to actively implement the
of the economy and the strengthening of communities measures and ensure that the supporting and operating
and society as a whole through business process or functions have sufficient resources and personnel for the
charitable donations for public charity purposes only, implementation of the policies and measures.
as well as contributions which are not intended to be 4. BCPG communicates the Anti-Corruption Policy and
used as a means of corruption. Charitable donations measures as well as whistleblowing channels to inform
and contributions must be supported by sufficient and the public, subsidiaries, associated companies, and
clear evidence under the Company’s regulations. other companies over which the Company has control,
3. Entertainment, Gifts, and Other Expenditures: The relevant business representatives, business partners and
directors, executives, and employees should refrain stakeholders via several channels, including the website,
from receiving or organizing entertainment, giving gifts, annual reports and representative directors, for acknowl-
and incurring any excessive or improper expenditure edgment and active implementation of the measures.
for government officials or other persons with business 5. All employees must sign on for annual acknowledgment
relationship with the Company. If an employee is given of the Corporate Governance Policy to confirm that
a gift of excessive value on any traditional occasion, they acknowledge, understand, and are well prepared
the employee must not accept it and must report such to strictly apply the principles and the ethics of the
offer to his or her respective superiors. Corporate Governance Policy in their performance of
4. Anti-Money Laundering: The Company must not ac- work organization-wide.
cept asset transfer or conversion in asset conditions or 6. All employees must take an annual test on the Corporate
support the acceptance of asset transfer or conversion Governance Policy to assess their understanding
170 Form 56-1 One Report 2022
 and enhance the effectiveness of the communication BCPG has documented these measures under the internal
approaches of the Corporate Governance and Anti- control code, in line with the policies and regulations of the
Corruption Policies. Company.
7. BCPG has established a Disbursement Policy whereby
each approval transaction limit, authorization matrix, Whistleblowing
purpose, and recipient are formulated. Disbursement The Board of Directors has established measures for whis-
requests must be supported by valid documents to tleblowing or the lodging of complaints by any employee or
prevent improper payment to support political activities stakeholder about violation of the law, unethical acts, or any
and ensure that charitable donations are not a form of other behavior that is likely to constitute corruption activities
corruption in disguise. Funds to support business cannot or misconduct of personnel in the organization, as well as
be used as an excuse for corruption. Entertainments, the reporting of inaccurate financial reports or shortcomings
gifts, and similar expenses must comply with the policy in the internal-control system. A whistleblower protection
and undergo the audit process by Internal Control. mechanism has been established so that stakeholders can
8. The Company has regularly arranged for the audit of key take part in the effective safeguarding of their interests. If a
business operation processes as well as the procurement complaint about any misconduct is lodged, an investigation
process and engagement in agreements associated committee will be appointed from representatives of the units
with risks of corruption activities to comply with the that are not subjected to the investigation to investigate and
Disbursement Policy and the Procurement Policy. To this take action as described below.
end, Internal Control must give its opinions and explore
appropriate corrective actions. Matters for whistleblowing and lodging complaints:
9. BCPG has instituted a personnel management procedure • Violation of the law, corruption, violation of the Company’s
which reflects its commitment to anti-corruption mea- regulations or unethical activities of the directors, executives,
sures, ranging from the selection, training, performance and employees;
appraisal, compensation, to promotion. • Irregularity of financial reports or shortcomings in the inter-
10. BCPG has established an internal-control system which nal-control system;
covers financial, accounting, and entry-recording proce- • Any matter which affects the interests or reputation of BCPG.
dures as well as other internal processes associated with
the anti-corruption measures. Mechanisms for Protecting Whistleblowers or
11. BCPG has established a risk management system to Complainants and Relevant Parties
control and suppress corruption activities by analyzing BCPG Group provides appropriate protection for whistleblowers,
risks associated with its operations, defining the signifi- complainants and relevant parties. For example, there will be no
cance of risks, and establishing measures appropriate change to their job positions, the nature and locations of work, sus-
to the levels of risks as well as regularly following up on pension from work, threats or interference with the performance
risk management plans. of work, termination or any other act which demonstrates unfair
12. BCPG has instituted internal audits to ensure that its treatment of such persons. In addition, the information about the
internal-control and risk management systems will help it matters reported and complaints will be treated as confidential
achieve its defined goals and to audit the operation of ev- and will not be disclosed to any party unrelated to the matters in
ery business unit to ensure its compliance with applicable question, unless disclosure is required by the provision of the law.
requirements, rules, and regulations. Internal audits help
detect flaws and weaknesses and provide advice for the Those that have been informed of any complaint or matters about
development of operating systems to enhance efficiency any complaint under this procedure must keep the information on or
and effectiveness in line with the corporate policy. relating to the complaint strictly confidential. They must not disclose
13. Internal Audit must promptly report any key detected such information to any other party, with due consideration for the
issues to the Audit Committee and the Chief Executive safety or damage to the complainant, the source of the information, or
Officer for further reporting to the Board of Directors. related parties. An exception applies if it is necessary to do so under
this procedure or as required by law. Any deliberate disclosure must
be subjected to disciplinary action and/or legal action, as applicable.
BCPG Public Company Limited 171
Report on the Performance of Subcommittees
Report of the Audit Committee
Dear Shareholders,
Consisting of three independent directors, the Audit Committee executes its duties with freedom under the scope of
its charter, revised in line with current circumstances and annually approved by the Board of Directors. This year the
committee held 12 meetings, including a meeting with the Enterprise-wide Risk Management Committee (ERMC), as
detailed in the attendance record below:

No Name Position Attendance

1 Mrs. Vilai Chattanrassamee Chattanrassamee 12/12
2 Mr. Surin Chiravisit Chiravisit 12/12
3 Mr. Theeraj* Athanavanich Athanavanich 7/9
4 Gen. Utis* Sunthorn Sunthorn 3/3
5 Mr. Narin* Kalayanamit Kalayanamit 3/3

Remarks:
No. 3 started his service on the committee on April 19, 2022
No. 4 left his office upon term completion, with effect from April 7, 2022
No. 5 left his office upon term completion, with effect from April 7, 2022
Ms. Thiparat Suikim, Assistant Manager and Acting head of the Office of Internal Audit, served as secretary.

Highlights of Audit Committee performance in 2022 Review of connected trans-

The committee reviewed the sensibility of connected trans-
Review of financial reports actions or transactions with potential conflicts of interest
With management, the committee reviewed key data of that had been approved by management or the Board
the quarterly financial statements, the annual financial before actual engagement in the transactions and aligned
statements, and the consolidated financial statements with SEC announcements. The intent is for transparency
each quarter. The external auditor from KPMG took part and fairness as well as equitability to all shareholders, and
in quarterly meetings. Key accounting issues and other timeliness of disclosure.
notable issues were examined together with the disclosure
of the notes to the financial statements to ensure that they Review of the internal-control system and
abided by the Thai Financial Reporting Standards (TFRS) internal audit
and requirements of the law. The committee also tracked For internal control, the committee reviewed and endorsed
the repercussions of the enforcement of TFRS and endorsed the findings of the corporate internal-control assessment
the audited financial statements, which had been provided against SEC’s internal-control adequacy assessment form
without conditions. The committee held a private session to conclude that BCPG commanded a sufficiently suitable
with the external auditor to ensure that the auditor had system for its business. As for internal audit, the committee
executed its duties and expressed comments freely. reviewed the charter of Internal Audit annually, approved
the Internal Audit manual, and reviewed audit findings
on various matters together with following up corrective
actions or improvement of detected issues. The committee
provided additional

172 Form 56-1 One Report 2022

comments that were helpful to business improvement for Review of anti-corruption
greater efficiency and effectiveness. It relentlessly followed The committee reviewed self-assessment findings
up improvements made against its comments while advo- concerning anti-corruption measures under the project
cating the application of technological tools to the audit with the Collective Action against Corruption, which
work and reviewed audit plans for suitability. As for Internal certified BCPG’s Thai Private Sector Collective Action against
Audit’s personnel, the committee endorsed assessment Corruption (CAC) membership. It advocated a whistleblowing
criteria for the performance of the head of Internal Audit, process by reviewing related protocols so that BCPG Group
as well as endorsing the audit workforce and the scope of might command a proper and efficient whistleblowing
operating budget to ensure that the audit work proceeded procedure. One can file such reports at all times through
properly and effectively. the www.bcpggroup.com website in either Thai or English.
Note that this past year, no complaint was made to BCPG.
Review of oversight of corporate governance
(CG) and compliance Consideration and nomination of BCPG’s
The committee reviewed compliance with the CG Policy external auditor and annual audit fees
and with SEC and SET regulations and laws applicable The committee selected BCPG’s external auditor, based
to BCPG’s businesses. It acknowledged reports on on qualifications, freedom, proficiency, experience,
compliance with laws from Legal Department and on performance, and suitability of fees against the audit scope.
amendment/new laws so that these might be properly Such selection is required every three years. The findings
implemented and in a timely way for their enforcement. were tabled for the Board’s endorsement and forwarding for
Legal was charged with review of compliance with applica- the AGM’s approval. This year the external auditor provided
ble rules, regulations, and laws. The committee acknowl- no other service apart from BCPG Group’s audits.
edged plans for data and IT system security management
to enable accommodation of new business environments, Based on these performances, the Audit Committee
including system development to accommodate the regarded BCPG’s financial reports as accurate with com-
Personal Data Protection Act (PDPA) and system plete disclosure in line with financial reporting standards.
development for managing business licenses from IT Suitable systems for internal control and risk management
Department. The committee tracked various units’ perfor- were in place and complied with applicable business laws.
mance to enable BCPG to achieve its goals and maintain This year the committee detected no problem or material
sustainable businesses while preventing abuse of inside deficiency. Finally, it continually monitored improvement in
information. To this latter end, Internal Audit was notified business execution so that BCPG’s businesses might be
by directors and senior management before their BCPG congruent with current business circumstances.
securities trading.

Review of risk management system

At BCPG, an ERMC is charged with oversight and review of
BCPG’s principal risk management policy. The committee
assigned Internal Audit to monitor the minutes of ERMC
meetings and coordinate pertinent data so that various risk
factors might support risk-based audit plans to assess the - Signed-
efficiency and effectiveness of the process. Finally, Internal (Vilai Chattanrassamee)
Audit acknowledged corporate risk management plans from Chairperson, Audit Committee
Corporate Strategies together with investment growth risks
in current and emerging businesses.

BCPG Public Company Limited 173

Report Of The Nomination And Remuneration Committee 2022
Dear Shareholders,

The Nomination and Remuneration Committee is appointed by the Board of Directors to determine criteria for nominating
directors of the Company, the Chief Executive Officer, the President, and senior executives (from the level of Executive Vice
President and up the chain of command), review and determine the compensation of directors, evaluate the performance
and compensation of the Chief Executive Officer and the President each year, and render opinions in support of the Board’s
consideration. In 2022, the committee consisted of three independent directors, namely Gen. Kanit Sapitak, Chairman,
and Mrs. Vilai Chattanrassamee and Mr. Surin Chiravisit as members.

In 2022 the committee held a total of five meetings with a quorum of directors attending each meeting as required by the
charter, highlighted below.

1. Nomination of Directors
The committee is responsible for selecting and considering persons with knowledge, ability, work experience, track records,
dedication supporting BCPG’s management, qualifications not prohibited by the laws or contrary to the Articles of
Association, and those that promote BCPG’s strategic plans as well as promoting Board diversity to improve the efficiency
of the Board. In 2022 it nominated six directors:
- Two new directors, namely Pol. Gen. Visanu Prasattongosoth and Mr. Niwat Adirek, to replace directors who resigned
during the year
- Two directors who retired by rotation and were reappointed for another term, namely Gen. Kanit Sapitak and
Mr. Chaiwat Kovavisarach
- Two new directors proposed to the AGM for appointment, namely Mr. Theeraj Athanavanich and
Gen. Ongard Pongsakdi.
In nominating directors, BCPG also invited shareholders via SET’s channel and the Company’s website to nominate
directors in advance of the 2022 AGM, from October 1 to December 31, 2021. No such candidate was proposed.

2. Compensation for Directors

Compensation of the Board and Sub-Committees is reviewed annually. To this end, BCPG considers the suitability of duties
and scopes of responsibility as well as comparing the rates with the those of peer listed companies. In 2022 the committee
considered the suitability of directors’ compensation and proposed to maintain it at the same rate.

3. Formulate criteria and evaluate the performance of the Chief Executive Officer and the
President
In early 2022 the Board considered management restructuring. The committee considered and proposed the appointment
of Mr. Niwat Adirek as Chief Executive Officer and Mr. Phuwadon Suntornwipart as President. The proposal was approved,
and the committee is responsible for the performance assessment of these two executives based on defined KPIs (invest-
ment/ project development (including innovation development), human resources, and finance) as well as corporate leader
KPIs, and submission of performance, proposed compensation, and bonus to the Board for approval.

174 Form 56-1 One Report 2022

4. Review the Nomination and Remuneration Committee Charter of 2022
The committee reviewed the charter against the current duties and responsibilities, the corporate governance code, and
criteria of the survey on corporate governance of Thai listed companies 2019 (CGR 2019) of the Thai Institute of Directors.
It decided to maintain the same scope of duties and responsibility and proposed the resolution to the Board for further
approval on December 15, 2022.

The Nomination and Remuneration Committee recognized the duties and responsibility assigned by the Board by working
with due care, transparency, and fairness under the corporate governance code, and reported opinions on related matters
to the Board with due regard for the utmost interests of BCPG and its shareholders.

- Signed-
(General Kanit Sapitaks)
Chairman of the Nomination and Remuneration
Committee

BCPG Public Company Limited 175

Corporate Governance Committee Report
Dear Shareholders,

The Corporate Governance Committee has been appointed by the Board of Directors, with General Ongard
Pongsakdi as Chairman, with General Sakda Niemkham as a member, and Mr. Niwat Adirek as a member and secretary.
The committee has been assigned to determine and review the Corporate Governance policy and
guidelines, develop related supervision process for the maximum benefit of shareholders and stakeholders, and
monitor compliance of all employees with the corporate governance policy and code and the specified
corporate sustainability development plan to achieve success and become locally as well as internationally recognized.
In 20222, the committee held meetings to consider matters under the scope, authority and duties stated in the Charter
of the Corporate Governance Committee and reported a summary of performance to the Board, summarized as follows:

1. Development of guidelines and rules for corporate governance

1) Revised BCPG’s vision and mission as approved by the resolution of the Board as follows:
New Vision “BCPG - Energizing a Greener and Sustainable World”
New Mission “Accelerate energy transition towards sustainable and reliable power through innovative energy solutions “
2) Revised the contents of Chapter 4, Anti-Corruption and a prohibition on offering or demanding bribes (Anti-Bribery)
by adding separate definitions and measures/practices and organization structure for better clarity in preventing
corruption.
3) The Board has assigned the Corporate Governance Committee to help screen and supervise corporate sustainability
management tasks by adding the scope of authority and duties of the Corporate Governance Committee on such
matters and changed the name from Corporate Governance Committee to “Corporate Governance and Sustainable
Development Committee”, effective from January 1, 2023.
4) Revised the provisions on the terms of office of directors and independent directors as follows:
- Director: from “should not hold office for more than three consecutive terms” to “should not hold office for more
than nine consecutive years”. If any director is qualified and appropriate to hold a longer term of office, the
Board shall then consider his/her independency and past performance as director and presents such perfor
mance with reasons for the extension of the term of office to the Shareholders‘ Meeting for approval.
- Independent director: from “should not hold office for more than three consecutive terms” to “should not hold
office for more than nine consecutive years” from the date of first appointment as independent director.

2. Corporate Governance – Promote and monitor compliance with corporate governance poli-
cies, anti-corruption policy, and business ethics

The Corporate Governance Committee has considered and approved the corporate governance develop-
ment work plan, business ethics, anti-corruption, and treatment of different groups of stakeholders including
rendering advice to executives for further implementation, which covers communication, creating a corporate culture of
transparency, fair and thorough treatment of all stakeholders, including following up on the performance according to
work plans, with examples of important activities carried out in 2022, namely the organization of the CG day activity on
December 19, 2022, honored by Asst. Prof. Dr. Torplus Yomnak, to give a lecture on “Digital Transformation and Corporate
Governance” to employees, executives, and directors of BCPG, or the organization of Knowledge Sharing activities to
disseminate and answer questions about operational guidelines under the Group’s corporate governance policy to keep
employees informed.

176 Form 56-1 One Report 2022

In addition, the committee is responsible for approving and giving suggestions on key operational plans which are directly related
to corporate governance, such as the 2022 Annual General Meeting of Shareholders, consideration and approval of the opportunity
for shareholders to propose agenda and nominate directors for the year 2022 in advance. BCPG also arranges annual performance
evaluations of the Board and all sub-committees to review and set guidelines for improvement/development of operations, and others.

3. Corporate Social Responsibility (CSR) and Sustainable Development (SD)

The Corporate Governance Committee has monitored the implementation of CSR activities, covering both community
relations management and sustainable development (SD), by encouraging the Company to participate in various activities
that help develop communities around its service areas, encompassing education, occupational hygiene of communities,
religion, cultures and traditions, and environmental conservation.
The promotion and the driving of implementation above resulted in the Company being constantly recognized in 2022.
For example, BCPG received a certificate of ESG 100 Companies from Thaipat Institute, a joint organization in the
international sustainability assessment initiative, and was ranked among the 100 listed companies with outstanding
Environmental, Social, and Governance (ESG 100) performance in 2022 for the fifth year in a row. It has also been assessed
on corporate governance of Thai listed companies (CGR) and considered to be in the Excellent CG Scoring group for the fifth
consecutive year as well.
In addition, this year BCPG was invited to participate in the ASEAN Corporate Governance Scorecard assessment, held
every two years, and was ranked in the ASEAN Asset Class, the rank for companies which have passed the criteria of
ASEAN CG Scorecard with a score of over 75%. Moreover, BCPG was assessed by the Stock Exchange of Thailand (SET)
and listed on Thailand Sustainability Index (THSI) for the second year in a row.
The evident performances mentioned above resulted from BCPG’s determination, commitment, and good intentions
to comply with BCPG’s corporate governance and business ethics standards, along with social responsibility and
sustainability management formed out of the cooperation of the Board of Directors, executives, and employees. The
Corporate Governance Committee is convinced that BCPG will be able to grow sustainably, be internationally recognized,
and can further generate benefit for stakeholders and the country.

- Signed-
(General Ongard Pongsakdi)
Chairman of Corporate Governance Committee

BCPG Public Company Limited 177

Enterprise-Wide Risk Management Committee Report
Dear Shareholders,

The Enterprise-wide Risk Management Committee has been appointed according to the resolution of the Board of Directors,
consisting of qualified directors with experience in business and/or corporate risk management, with Mr. Narin Kalayanamit
as Chairman, Mr. Thammayot Srichuai, and Mr. Thavorn Ngamkanokwan as members, and Mr. Niwat Adirek as director
and secretary. Later, Mr. Kalayanamit resigned from the position of director on April 7, 2022. Subsequently, the Board
appointed Pol. Gen. Visanu Prasattongosoth as Chairman.
The committee has a role in determining and reviewing the enterprise-wide risk management policy, supervising and mon-
itoring risk management plans, as well as encouraging cooperation in risk management across the organization to ensure
that the Group has complete risk management for all its main activities in line with the strategic direction and goals of the
organization under the risk management plan considered together with management.

In 2022, the Enterprise-wide Risk Management Committee executed its duties under the Charter of the Enterprise-wide Risk
Management Committee as assigned by the Board to the best of its ability. It supervised the management of enterprise-wide
risks to achieve the business goals while fostering confidence and credibility for investors and stakeholders. This year the
committee held a total of 10 meetings with management, summarized as follows:
1. Considered risk management plans of various investment projects such as solar power plants in the Republic of China
(Taiwan), an oil storage tank project in Phetchaburi province, and other investment projects to provide recommendations
to the Board for further consideration and approval.
2. Considered, monitored and reviewed the organization’s risk management plan, including:
2.1 Followed up on the progress of management’s operations based on the risk management plan of 2022, which
can manage risks to its appetite by considering them based on risk assessment guidelines, opportunities and potential
impacts for the benefit of ranking.
2.2 Reviewed and updated the organization’s risk management plan for 2023 which may affect BCPG Group’s main
strategic plans, sustainability and stakeholders.
3. Considered, reviewed and approved the revision of the Charter of the Enterprise-wide Risk Management Committee.
4. Supervised and rendered suggestions on issues which management should focus and be aware of all risks in invest-
ment projects and ensure that there will be no pending obligation; negotiated and concluded the contractor selection
process; inspected buildings to ensure their engineering and safety standards, including installations of panel or
equipment in areas most vulnerable to natural disasters.

The Enterprise-wide Risk Management Committee is determined to ensure corporate governance within BCPG Group and
manages risks to its appetite, as well as encouraging agencies to participate in the development of risk management sys-
tems caused by such operation to foster confidence that the Group’s implementation complies with the policy and achieves
the corporate goals.

- Signed-
(Pol. Gen. Visanu Prasattongosoth)
Chairman of the Enterprise-wide Risk Management
Committee

178 Form 56-1 One Report 2022

Investment Committee Report
Dear Shareholders,

BCPG Public Company Limited (“Company”) aims to be the leader in renewable energy and green utilities businesses
through the extensive investments in power generation and related businesses both in domestic and international mar-
kets. The company focuses on reliable and sustainable growth in high-quality assets that generate sustainable returns to
investors in the long run. Furthermore, the company conducts businesses with appropriate risk management, maintains
the sustainable environment, as well as decelerates the impacts from climate change.

The Investment Committee includes Mr. Chaiwat Kovavisarach as the Chairman, Mr. Thammayot Srichuai, Mr. Niwat Adirek,
Mr. Phuwadon Suntornwipart and Mr. Suchad Chiaranussati as the committee members, and Mr. Thanwa Laohasiriwong as
the advisor. The Investment Committee gives precedence to investment strategy especially in green energy, infrastructures
and other new businesses that support the global energy transition trend. In 2022, the Investment Committee considered the
investment projects proposed by the management team and continuously monitored progress of the projects. The Investment
Committee held total 16 meetings throughout the year to consider investment opportunities and related matters including:

1. Development of solar power plants in Thailand under Feed-in-Tariff (FiT) structure during 2022-2030
2. Investment in petroleum terminal and deep-sea port for petroleum transfer in Thailand
3. Investment in Nabas-2 wind power project in the Philippines.
4. Divestment of the geothermal power plant in Indonesia

The Investment Committee regularly keeps the tracks of new investment opportunities, evaluates the challenges related to
current and future investments both in domestic and global landscapes, as well as closely monitors changes in econom-
ics and environments that potentially affect to the company’s operations and strategies in order to provide the concrete
recommendations to Enterprise-wide Risk Management Committee and the Board of Directors to select the projects that
generate returns and benefits to the company.

In addition, the Investment Committee has overseen and provided recommendations regarding company’s financial struc-
ture, organization structure, human resource development in short and long terms, information technology management
system, as well as investment budgets to the Board of Directors to maintain company’s competitiveness toward the business
development direction.

The Investment Committee has fully performed its duties in line with the responsibilities set out in the Investment Committee
Charter approved by the Board of Directors. The Investment Committee provides careful oversight of matters related to
company’s investments to ensure that all stakeholders would obtain the highest benefits securely, sustainably and fairly.

- Signed-
(Mr. Chaiwat Kovavisarach)
Chairman of the Investment Committee

BCPG Public Company Limited 179

Opinions of the Board of Directors on the Internal-Control System
Internal Control
Opinions of the Board of Directors on the Internal
Recognizing the importance and benefit of internal various areas, to prepare the plan to develop employees’
control, the Board of Directors assigned management to potential, the BCPG satisfaction survey to foster the
assess the sufficiency and suitability of the internal-control employees’ satisfaction and happiness, as well as budget
system, based on the internal-control system sufficiency allocation to nurture relationships to ensure employees’
assessment form prescribed by the Securities and Exchange positive attitude towards the organization.
Commission (SEC) under the guidelines of COSO 2013
(COSO: The Committee of Sponsoring Organizations of 2. Risk Assessment
the Treadway Commission). It also delegates the Audit The Audit Committee is responsible for reviewing financial
Committee to review the results of the annual internal- reports for accuracy, reflecting BCPG’s actual operations,
control assessment to ensure that the activities are carried and in line with generally accepted accounting standards,
out with efficiency, effectiveness, and in compliance with including adequacy of information disclosure. In 2022
requirements, laws, and regulations, resulting in inspection, a private session was held with the auditor (without the
balance, and efficient use of resources for the Company’s presence of management).
benefit.
The Enterprise-wide Risk Management Committee is
The five components of internal-control assessment under responsible for scrutinizing BCPG’s risk management policy and
the international standard guidelines of COSO are: plans. The Corporate Strategy Department in conjunction with
the Think Tank Team (TTT) are responsible for determining the
1. Control Environment directions, strategies, policies, and plans of BCPG and its
The Board firmly adheres to business ethics by setting subsidiaries. The Key Risk Indicator (KRI) is used in the
the Code of Conduct as part of its corporate governance monitoring process, surveillance of the likelihood of risk,
policy, specified in writing and enforced on every director, including the potential of fraud, as well as significant
executive, and employee of the entire organization. Such changes that may affect business operations, and regular
principles and policies including procurement ethics are the updates of the risk management manual to keep the content
highest regulations used in BCPG’s business operations, current, to ensure risk management in a timely manner and to
and employed to prevent any conflict of interest, which must enable the operation and development of BCPG Group’s risk
be acknowledged and signed by all when being employed, management system to comprehensively identify all risks,
and reviewed annually or revised on a regular basis when namely at the corporate level, business unit level, the proj-
information is updated. Besides, BCPG clearly specifies the ect level, and process level. A risk coordinator of each
duties and responsibility of the Board, the Sub-Committees, department is assigned to coordinate with the Corporate Strategy
and management, as well as designing the management Department to implement the risk management process,
structure, delegation of authority, chain of command, for continuously follow up and report the progress of the risk
BCPG to achieve its objectives under the oversight of the management plan, as well as communicating to executives
Board. As for management, the Corporate Performance and employees to ensure their knowledge and understanding.
Committee (CPC) is responsible for the management and Moreover, BCPG prepares the annual Business Continuity
supervision of BCPG Group’s operations in line with the Plan (BCP) to foster confidence in the event of an emergency.
directions and work goals for business strength under the
policy of the Board. Regarding personnel management, 3. Control Activity
BCPG defines the recruitment and personnel development BCPG establishes control measures to be adequate for
policies, covering succession plans, job rotation, promo- its risk appetite by formulating the policy, procedures
tion of employee motivation, assessment of behaviors in on various matters such as budgeting, finance and
180 Form 56-1 One Report 2022
accounting, personnel management, supply 5. Monitoring Activity
procurement, and connected transactions, which integrates BCPG regularly conducts monitoring and assessment
theuse of technology to monitor and control the approval of of its internal-control system by defining KPIs for each
transactions, under the scope of authority and budget in line with department to ensure periodic assessment and cause
good internal-control principles so as to decentralize and prevent analysis in case the actual performance substantially
corruption. In 2022 BCPG improved the system to underlie the differs from established goals. In addition, the Company
Personal Data Protection Act (PDPA) and contract management. regularly stipulates improvement guidelines under current
As for system development, the Robotic Process Automation conditions. The Internal Audit Office, under direct
(RPA) technology was used in the work process of human re- supervision of the Audit Committee, is responsible for
source management, data analytics for power generation, and evaluating the efficiency, effectiveness, operation, and
dashboard reporting on access control and data security. BCPG internal-control system of BCPG and its subsidiaries in
is certified with the Information Security Management System ISO/ various areas under a defined plan by employng the data
IEC 27001: 2013. It also communicates risks to employees and from the risk-based audit of the Company’s internal process,
prevention of IT threats. Regarding the supervision of as approved by the Audit Committee . When any defect or
joint-venture companies, BCPG devises the policy to shortcoming of such system is detected, the Internal Audit
supervise joint-venture companies as guidelines for Office will directly report to management and the Audit
individuals appointed by BCPG as directors or executives Committee to enable management to formulate corrective
in the joint-venture companies to follow. The Company measures and procedures, while the Internal Audit Office
Secretary is assigned to supervise the implementation will follow up on the corrective measures and propose them
of various policies to ensure the effectiveness of the to the Audit Committee for continual consideration.
internal-control system set forth by BCPG’s guidelines.
Based on the consideration of the essence of the adequacy
4. Information & Communication) assessment of the internal-control system as mentioned
BCPG provides sufficient material information and delivers above, the Board agreed with the Audit Committee and the
it through multiple communication systems for the Board to auditor that BCPG’s internal-control system was sufficient
consider in advance of the meeting. The Company has a and suitable for business operations. BCPG provided ade-
department to collect information and prepare minutes of the quate personnel to implement the internal-control system,
Board’ meetings to ensure that they contain appropriate details and the system to monitor the sustainable business opera-
with traceability and systematic storage. tions of BCPG Group was efficient and effective.

Concerning communication, the Corporate Communications Deficiencies in the Internal-Control System

Department has a process for communicating information -None -
with internal and external parties through BCPG’s website
(www.bcpggroup.com) and online channels, such as Facebook, Opinions of the Audit Committee on the Position of Head
including Investor Relations and the Company Secretary, who of Internal Audit
are directly responsible for communicating with stakeholders and
regulatory agencies such as SEC and SET to ensure accurate, Under BCPG’s management structure, the Internal Audit
complete, adequate, and transparent information disclosure. Office reports directly to the Audit Committee. The Audit
The channels also include the intranet and email to cascade Committee Charter requires the committee to consider the
information to the employees. Furthermore, there is a channel appointment, transfer, removal, and annual assessment of
for receiving complaints or whistleblowing regarding violation the Head of the Internal Audit Office, including the Office’s
of the law or Code of Conduct, inaccurate financial reporting, or independence. The Audit Committee decided that the Head
defective internal system on BCPG’s website, email, and of the Internal Audit Office has the educational qualifica-
ordinary mail. tions, experience, and training that are appropriate and
sufficient for the performance of duties. Details appear in
Attachment 3.
BCPG Public Company Limited 181
CONNECTED TRANSACTIONS
The connected transactions of BCPG with parties with potential conflicts of interest in the fiscal year ending December 31,
2021 and December 31, 2022 are summarized as follows:

Bangchak Corporation Public Company Limited (“BCP”)

BCP is considered an entity with potential conflicts of interest, since it is a majority shareholder of BCPG with 57.42 percent
of total paid-up shares (data as of December 31, 2022). It has two directors in common, namely Mr. Pichai Chunhavajira
and Mr. Chaiwat Kovavisarach.

Transaction value (THB million)

Details Fiscal year Fiscal year Necessity and justification
ending ending
Dec 31, 2021 Dec 31, 2022
Land leasing BCPG leased land from BCP in Bang Pa-In district,
- Account payables 6.55 Phra Nakhon Si Ayutthaya province, for a total of
- Right-of-use assets 86.05 457-2-53 rai to be used for a 38-MW capacity solar
- Lease liabilities 87.11 farm.
- Depreciation expense 5.77 The rental fees under the lease contract have been
- Interest expense 3.50 appraised by an independent appraiser approved by
SEC. The contract lasts 22 years, and BCPG has no
plan to use the land for other business purposes after
contract expiry. On October 1, 2016, BCPG leased
additional land of 32-3-70 rai from BCP for 21 years
and 2 months, and 8-1-38 rai on February 1, 2019, for
18 years and 10 months.
The two leases, with the same terms of payment
and other conditions, will end simultaneously.
The transactions followed normal pricing terms and
general business conditions.
Accounting Standard No. 16 (TFRS16), effective in
2020, impacted recognition of right-of-use assets,
lease liabilities, depreciation expense and interest
expenses.
Expenditure relating to a BCPG under a scope of work defined under job
management contract descriptions. The secondees for executives shall
- Expenditure for 33.85 37.41 possess qualifications that meet the standards that
the period are generally recognized in a similar business.
- Account payables 3.01 3.34 BCP will charge service fees or employment rates
based on estimated salary, bonus and other
compensation of secondees to BCPG in line with
conditions in the management contract.
The transaction was designed to support normal
business as needed. The fees for services due to
these secondees will be charged to BCPG by their
estimated employment rates.
182 Form 56-1 One Report 2022
 Transaction value (THB million)
Details Fiscal year Fiscal year Necessity and justification
ending ending
Dec 31, 2021 Dec 31, 2022
Expenditure relating to BCPG engaged in an IT Service Contract
information system starting from January 1 to December 31, 2022.
service contract The service provider was responsible for
- Expenditure for 2.56 2.30 system management and other information sys-
the period tem services under a scope of work specified in
- Account payables 0.33 0.23 the contract.
These were normal business support transactions
which occurred as needed, and the service fees
as specified in the contract.
Expenditure for rental of BCP charged fees for using office space. The
office space contract started on April 1, 2021 to December
- Expenditure for 0.39 0.18 31, 2023. Under this contract, BCP shall provide
the period services under the scope specified in the
- Account payables 0.02 0.02 contract.
These were normal business support transactions
which occurred as needed, and the service fees
as specified in the contract.
Other Expenditure In 2021, BCP charged service fees for personnel
- Expenditure for 0.57 0.06 recruitment, sponsorship of mobile COVID-19
the period tests, and notebook rentals for new staff.
- Account payables 0.04 0.07 These were normal business support transactions
which occurred as needed, and the service fees
were based on actual payment. In 2022, BCP
charged for notebook rentals.
Purchase of assets BCPG purchased assets such as surface deco-
- Expenditure for 8.28 - ration, system software, and office furniture from
the period BCP for a total value of up to THB 8.28 million.
- Account payables t8.86 - This was the book value as of October 31, 2021,
and when comparing with the Depreciated
Replacement Cost method, it is considered a
reasonable purchase price for the purchase of
such assets for BCPG’s new office space.
Revenue from sales The Company sold carbon credit to BCP. These
- Revenue for the period 0.03 0.09 were normal trading transactions charged at the
- Account receivable - 0.10 market price (TGO average price).

BCPG Public Company Limited 183

Other Parties with Potential Conflicts of Interest
Transaction value (THB million)
Details Fiscal year Fiscal year Necessity and justification
ending ending
Dec 31, 2021 Dec 31, 2022
Bangchak Retail Company Limited
Other Expenditure In 2021, BCR charged beverage expenses for
- Expenditure for 0.14 0.01 reception.
the period In 2022, BCR charged beverage expenses and
- Account payables 0.02 - souvenirs for Analyst Meetings.
These were normal trading transactions charged
at market prices.
Revenue from electricity BCPG charged BCR electricity fees under the pow-
- Revenue for the period 1.52 1.94 er purchase agreement (PPA) from a solar power
- Account receivable 0.28 0.40 generation system. The contract started on the
Commercial Operation Date (COD) to the last date
of the calendar month of the specified anniversary
of the COD in the contract. It was a normal busi-
ness transaction with general commercial terms at
market prices
Bangchak Green Net Company Limited
Other Expenditure BCPG was charged by BGN for survival kits for
- Expenditure for 0.16 - victims.
the period It was a normal business support transaction which
occurred as needed.
BBGI Bio Diesel Company Limited (Formerly name From Bangchak Biofuel Company Limited)
Revenue from electricity BCPG charged BBGI Bio Diesel Campany Limited.
- Revenue for the period 6.81 8.29 electricity fees under the PPA (2.1 MW) between
- Account receivable 0.69 1.01 BBGI Bio Diesel Company Limited (Purchaser) and
the Company (Seller) on November 8, 2018. The
contract started from the Commercial Operation
Date (COD) to the last date of the calendar month
of the 5th anniversary of the contract. The contact
was subject to five-year automatic extension up to
25 years from the COD. The electricity rate is based
on the rate announced by the Provincial Electricity
Authority (PEA) with a discount on the market price.

184 Form 56-1 One Report 2022

Approval Measures and Procedures for Connected

Board Meeting No. 4/2015 on November 24, 2015, of normal business practices in the industry and/or that
approved policies and principles for connected transactions market price comparison is made and/or that prices or terms
of normal trade agreements and general trade conditions, of such transactions at the same level exist for third parties
summarized below. and/or being able to demonstrate that such transaction
engagement apparently contains reasonable or fair
BCPG set measures for connected transactions between prices. If the Audit Committee lacks skills or expertise on
BCPG and/or its subsidiaries with connected parties in potential connected transactions, BCPG shall arrange for an
compliance with the notifications of SET and the Capital independent expert to provide opinions on such
Market Supervisory Board. The Audit Committee provided connected transactions to support the consideration of the Audit
their views on the justification of the transactions and prices, Committee, the Board of Directors,and/ or shareholders
taking into consideration related conditions which must be (as applicable).

Policies for Connected Transactions

1. Directors and executives must inform BCPG of a 3. Disclosure of transactions or related transaction
relationship or connected transactions of any business with potential conflicts of interest must conform to the
that may incur conflicts of interest. criteria specified by SET, SEC, and the Capital Market
2. Directors and executives must avoid engagement Supervisory Board.
in connected transactions of potential conflicts of 4. The Internal Audit Office shall be assigned to audit
interest with BCPG or its subsidiaries. If it is necessary to these related transactions and report the findings to
engage in a transaction which is not a normal business the Audit Committee on a quarterly basis. The office
practice or bears different trade conditions from those shall also define measures for the control, review, and
for other customers or third parties, BCPG must follow random audit of such transactions to verify that they
the regulations set forth by SET, SEC, and the Capital were factual and complied with the conditions under
Market Supervisory Board. the contract or the stipulated policy or terms.

Trends for Connected Transactions

BCPG and its subsidiaries have set a policy to avoid set a policy to set a scope for them to ensure the same
undertaking related-party transactions with potential con- pattern of normal transactions for all contract partners
flicts of interest. However, the Company and its subsidiaries under the same circumstance and in compliance with the
may still engage in connected transactions with BCP Group corporate governance code.
as necessary and for the continuity of the contracts, such In addition, the Internal Audit Office will review such
as the lease of land for the 38-MW solar farm, management transactions to ensure that the prices are comparable to
contract, IT service contract, and the installation of solar market prices under general trade conditions similar to
panels and service of solar power supply to BCP Group other normal business practices while being comparable
companies. to other external business partners in the best interests of
Other future transactions apart from those mentioned BCPG. The audit outcomes will be submitted to the Audit
above will be undertaken in compliance with the laws on Committee on a quarterly basis. If the Audit Committee
securities and exchanges, regulations, notifications, orders, or finds any transactions breaching the policy, it will promptly
requirements of the Capital Market Supervisory Board, SEC, notify the Board of Directors or the Chief Executive Officer
and SET. For future normal transactions or those normal and jointly find a solution.
support transactions that may recur continually, BCPG has
BCPG Public Company Limited 185
03
Financial Reports

BCPG Public Company Limited

Board’s Responsibility
For Financial Reports
The Board of Directors is responsible for BCPG Group’s financial statements and consolidated financial statements as well
as the financial information available in the Form 56-1 One Report 2022. These statements were prepared under a financial
reporting standard that recommends a proper accounting policy, which was adopted and consistently observed, with
prudent exercise of discretion for sensible estimates. For the benefit of all shareholders and investors, material data have
been adequately and transparently disclosed in the notes to the financial statements.

The Board has instituted corporate governance along with proper risk management and internal-control systems to ensure
that all account entries are accurate, complete, timely, and adequate for BCPG to maintain its assets and prevent fraud
or significant irregularities. To this end, the Board has appointed independent directors as the Audit Committee that are
qualified by SET’s requirements to oversee the review of financial report credibility and accuracy, assess the internal-control
and internal-audit systems for efficiency and effectiveness, disclose connected transactions involving related businesses
or parties, and ensure compliance with applicable laws, regulations, and directives. The Audit Committee’s views appear
in its own report, also found in this Form 56-1 One Report 2022.

BCPG Group’s financial statements and consolidated financial statements have been audited by KPMG Phoomchai Audit
Ltd. Information and documents have been provided by the Board to the external auditor to audit and comment under its
adopted accounting standard. The external auditor has expressed its unqualified views as seen in its report, which also
appears in this Form 56-1 One Report 2022.

It is the Board’s view that BCPG’s internal control and internal-audit systems can ensure users’ reasonable confidence that
the financial statements and consolidated financial statements of BCPG Group for the year ended December 31, 2022, are
materially accurate under the adopted financial reporting standard.

Pichai Chunhavajira Niwat Adirek

Chairman Chief Executive Officer
and President

188 Form 56-1 One Report 2022

Independent Auditor’s Report
To the Shareholders of BCPG Public Company Limited

Opinion
I have audited the consolidated and separate financial statements of BCPG Public Company Limited and its subsidiaries
(the “Group”) and of BCPG Public Company Limited (the “Company”), respectively, which comprise the consolidated and
separate statements of financial position as at 31 December 2022, the consolidated and separate statements of income,
comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of
significant accounting policies and other explanatory information.

In my opinion, the accompanying consolidated and separate financial statements present fairly, in all material respects, the
financial position of the Group and the Company, respectively, as at 31 December 2022 and their financial performance
and cash flows for the year then ended in accordance with Thai Financial Reporting Standards (TFRSs).

Basis for Opinion

I conducted my audit in accordance with Thai Standards on Auditing (TSAs). My responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements
section of my report. I am independent of the Group and the Company in accordance with the Code of Ethics for Profes-
sional Accountants including Independence Standards issued by the Federation of Accounting Professions (Code of Ethics
for Professional Accountants) that is relevant to my audit of the consolidated and separate financial statements, and I have
fulfilled my other ethical responsibilities in accordance with the Code of Ethics for Professional Accountants. I believe that
the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

BCPG Public Company Limited 189

Key Audit Matter
Key audit matter is the matter that, in my professional judgment, was of most significance in my audit of the consolidated
and separate financial statements of the current period. The matter was addressed in the context of my audit of the
consolidated and separate financial statements as a whole, and in forming my opinion thereon, and I do not provide a
separate opinion on the matters.

Impairment testing of goodwill

Refer to Notes 3 (k) and 11 to the financial statements.
The key audit matter How the matter was addressed in the audit
The Group has investment in the Lao People’s Democratic My audit procedures included the following:
Republic and there are risks from various external factors • Understand the management’s operation plan
such as the fluctuation in economies, politics and laws. There and impairment testing process and tested the
is a risk that the operating results and the investments might calculation of recoverable amount prepared by the
be significantly less than the initial forecast and budget and management.
might result in the assets’ carrying value being higher than • Assessed the key assumptions estimated by the
the recoverable amounts, which might represent losses management with reference to internally and exter-
nally derived sources after taking into account the
from impairment.
historical forecasting accuracy.
• Evaluated the appropriateness of valuation meth-
Due to the materiality of the transactions, the management’s odology and financial parameters applied to the
significant judgment and complexities involved in estimating discount rate.
a recoverable amount of goodwill from discounted cash flow • Considered the adequacy of disclosures in
method, I considered as the key audit matter. accordance with Thai Financial Reporting Standard.

Other Information
Management is responsible for the other information. The other information comprises the information included in the
annual report, but does not include the consolidated and separate financial statements and my auditor’s report thereon.
The annual report is expected to be made available to me after the date of this auditor’s report.

My opinion on the consolidated and separate financial statements does not cover the other information and I will not express
any form of assurance conclusion thereon.

In connection with my audit of the consolidated and separate financial statements, my responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the consolidated and separate financial statements or my knowledge obtained in the audit, or otherwise
appears to be materially misstated.

When I read the annual report, if I conclude that there is a material misstatement therein, I am required to communicate
the matter to those charged with governance and request that the correction be made.

190 Form 56-1 One Report 2022

Responsibilities of Management and Those Charged with Governance for the Consolidated and Separate
Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated and separate financial statements
in accordance with TFRSs, and for such internal control as management determines is necessary to enable the preparation
of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated and separate financial statements, management is responsible for assessing the Group’s
and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group and the Company
or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s and the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements

My objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with TSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic de-
cisions of users taken on the basis of these consolidated and separate financial statements.

As part of an audit in accordance with TSAs, I exercise professional judgment and maintain professional skepticism
throughout the audit. I also:

• Identify and assess the risks of material misstatement of the consolidated and separate financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s and the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s and the Company’s ability to continue as a going concern. If I conclude that
a material uncertainty exists, I am required to draw attention in my auditor’s report to the related disclosures in
the consolidated and separate financial statements or, if such disclosures are inadequate, to modify my opinion.
My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future
events or conditions may cause the Group and the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated and separate financial statements,
including the disclosures, and whether the consolidated and separate financial statements represent the under-
lying transactions and events in a manner that achieves fair presentation.
BCPG Public Company Limited 191
 • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. I am responsible for the direction,
supervision and performance of the group audit. I remain solely responsible for my audit opinion.

I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

I also provide those charged with governance with a statement that I have complied with relevant ethical requirements re-
garding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on my independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, I determine those matters that were of most signif-
icance in the audit of the consolidated and separate financial statements of the current period and are therefore the key
audit matters. I describe these matters in my auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.

(Sakda Kaothanthong)
Certified Public Accountant
Registration No. 4628

KPMG Phoomchai Audit Ltd.

Bangkok
20 February 2023

192 Form 56-1 One Report 2022

BCPG Public Company Limited and its Subsidiaries
BCPG Public Company Limited and its Subsidiaries
Statement of financial position
Statement of financial position

Consolidated Separate
financial statements financial statements
31 December 31 December
Assets Note 2022 2021 2022 2021
(in Baht)
Current assets
Cash and cash equivalents 5 20,332,834,925 11,227,723,219 16,159,125,962 8,109,294,689
Trade accounts receivable 6 1,762,438,629 2,316,661,614 67,837,634 111,684,406
Other current receivables 762,282,858 307,596,360 402,559,916 581,055,103
Short-term loans to related parties 4 - - - 51,710,880
Current portion of long-term loans
to related parties 4 - - 2,153,748,777 2,210,699,935
Current tax assets 5,601,895 9,528,961 - -
Other current financial assets 24 15,178,183 71,437,781 14,678,921 68,216,524
Total current assets 22,878,336,490 13,932,947,935 18,797,951,210 11,132,661,537

Non-current assets
Other non-current financial assets 24 4,539,837 12,746,298 - -
Financial assets measured at fair value 24 780,291,939 780,291,939 780,291,939 780,291,939
Investments in subsidiaries 7 - - 14,875,998,330 12,549,467,932
Investments in associates and joint ventures 8 1,341,727,920 13,485,808,690 73,348,073 12,295,369,927
Other non-current receivables 76,213,640 28,935,116 99,075,709 463,506,039
Long-term loans to related parties 4 1,653,154,062 399,543,393 8,927,648,945 9,080,226,695
Property, plant and equipment 9 17,013,861,001 17,371,780,489 2,688,539,824 2,856,012,831
Right-of-use assets 10 804,058,245 432,755,639 185,452,624 177,096,331
Goodwill 11 605,999,837 585,967,813 - -
Intangible assets 12 10,806,288,539 11,223,589,534 31,634,758 51,655,384
Deferred tax assets 21 16,955,732 7,511,324 9,713,272 -
Other non-current assets 178,986,435 459,354,568 4,338,039 26,520,539
Total non-current assets 33,282,077,187 44,788,284,803 27,676,041,513 38,280,147,617

Total assets 56,160,413,677 58,721,232,738 46,473,992,723 49,412,809,154

The accompanying notes form an integral part of the financial statements.

BCPG Public Company Limited 193

The accompanying notes form an integral part of the financial statements.
BCPG
BCPG Public CompanyLimited
Public Company Limited
andand its Subsidiaries
its Subsidiaries
Statement of financial
Statement of financial positionposition

Consolidated Separate
financial statements financial statements
31 December 31 December
Liabilities and equity Note 2022 2021 2022 2021
(in Baht)
Current liabilities
Trade and other current payables 4, 14, 24 701,460,219 887,862,632 220,941,406 201,494,431
Current portion of long-term borrowings
from financial institutions 13, 24 2,538,448,177 3,527,062,131 1,883,539,397 2,916,984,984
Current portion of long-term borrowings
from related parties 4, 13 - - 249,000,000 -
Current portion of lease liabilities 24 32,613,705 31,096,094 10,971,085 9,325,096
Short-term borrowings from a related party 4, 13, 24 - 17,236,960 - -
Income tax payable 187,157,499 62,186,336 38,790,220 -
Contingent consideration 24 - 150,000,000 - -
Other current financial liabilities 24 2,705,475 2,573,673 - -
Total current liabilities 3,462,385,075 4,678,017,826 2,403,242,108 3,127,804,511

Non-current liabilities
Long-term borrowings from financial institutions 13, 24 9,895,673,229 13,588,979,362 2,684,591,891 6,734,512,399
Long-term borrowings from related parties 4, 13, 24 - - - 249,000,000
Lease liabilities 24 777,992,570 406,492,637 162,555,297 169,598,242
Debentures 13, 24 11,984,676,028 11,984,575,227 11,984,676,028 11,984,575,227
Deferred tax liabilities 21 660,726,316 744,623,987 - 6,514,261
Non-current provisions for employee benefits 31,959,315 26,224,840 23,088,536 18,255,523
Provision for the decommissioning cost 27,757,249 31,341,765 - -
Other non-current financial liabilities 24 20,225,759 28,995,719 12,879,004 -
Other non-current liabilities 23,015,925 3,808,154 2,591,980 2,803,073
Total non-current liabilities 23,422,026,391 26,815,041,691 14,870,382,736 19,165,258,725

Total liabilities 26,884,411,466 31,493,059,517 17,273,624,844 22,293,063,236

The accompanying notes form an integral part of the financial statements.

194 Form 56-1 One Report 2022

The accompanying notes form an integral part of the financial statements.
BCPG
BCPGPublic CompanyLimited
Public Company Limited
andand its Subsidiaries
its Subsidiaries
Statement of financial
Statement of financial positionposition

Consolidated Separate
financial statements financial statements
31 December 31 December
Liabilities and equity Note 2022 2021 2022 2021
(in Baht)
Equity
Share capital: 15
Authorised share capital 16,508,500,000 16,508,500,000 16,508,500,000 16,508,500,000
Issued and paid-up share capital 14,538,438,800 14,470,060,831 14,538,438,800 14,470,060,831
Share premium on ordinary shares 16 7,790,868,516 7,752,540,263 7,790,868,516 7,752,540,263
Surplus on business restructuring under
common control 16 41,025,877 41,025,877 - -
Warrants 15 31,416,871 24,353,272 31,416,871 24,353,272
Expired warrants 15 3,199,858 - 3,199,858 -
Retained earnings
Appropriated
Legal reserve 16 638,418,016 506,144,297 638,418,016 506,144,297
Unappropriated 5,976,727,094 4,550,103,909 5,982,144,141 4,540,110,746
Other components of equity 204,781,697 (184,563,471) 215,881,677 (173,463,491)
Equity attributable to owners of the parent 29,224,876,729 27,159,664,978 29,200,367,879 27,119,745,918
Non-controlling interests 51,125,482 68,508,243 - -
Total equity 29,276,002,211 27,228,173,221 29,200,367,879 27,119,745,918

Total liabilities and equity 56,160,413,677 58,721,232,738 46,473,992,723 49,412,809,154

(Pichai Chunhavajira) (Niwat Adirek)

Chairman Chief Executive Officer and President

The accompanying notes form an integral part of the financial statements.

BCPG Public Company Limited 195

The accompanying notes form an integral part of the financial statements.
BCPG PublicCompany
BCPG Public Company Limited
Limited and its Subsidiaries
and its Subsidiaries
Statement of income
Statement of income

Consolidated Separate
financial statements financial statements
Year ended 31 December Year ended 31 December
Note 2022 2021 2022 2021
(in Baht)
Revenue
Revenue from sales and rendering of services 17 5,405,188,652 4,668,799,343 609,469,448 766,898,558
Interest income 137,640,281 48,974,344 375,425,202 407,285,945
Net gain on disposal of investments 7, 8 2,031,181,733 - 2,030,886,580 -
Other income 15,370,412 22,785,056 9,417,115 8,094,166
Total revenue 7,589,381,078 4,740,558,743 3,025,198,345 1,182,278,669

Expenses
Cost of sales and rendering of services 1,978,344,340 1,607,875,969 368,580,832 322,759,979
Administrative expenses 839,816,182 655,089,274 542,455,144 362,938,572
Impairment loss on assets 9 248,685,360 49,297,070 - -
Other losses (gains) 18 166,337,920 17,934,504 (65,478,036) 236,341,167
Total expenses 3,233,183,802 2,330,196,817 845,557,940 922,039,718

Profit from operating activities 4,356,197,276 2,410,361,926 2,179,640,405 260,238,951

Finance costs 20 (881,763,352) (895,183,000) (533,237,780) (643,137,501)
Reversal of impairment loss (impairment loss)
determined in accordance with TFRS 9 (395,306,795) (40,612,410) - 51,082,493
Share of profit of subsidiaries, associates
and joint ventures accounted for using equity method 7, 8 129,664,957 599,981,392 1,382,425,655 2,378,973,452
Profit before income tax expense (revenue) 3,208,792,086 2,074,547,908 3,028,828,280 2,047,157,395
Income tax expense (revenue) 21 576,886,018 64,054,705 383,353,895 (5,110,706)
Profit for the year 2,631,906,068 2,010,493,203 2,645,474,385 2,052,268,101

Profit (loss) attributable to:

Owners of parent 2,630,064,175 2,010,820,750 2,645,474,385 2,052,268,101
Non-controlling interests 1,841,893 (327,547) - -
Profit for the year 2,631,906,068 2,010,493,203 2,645,474,385 2,052,268,101

Earnings per share 22

Basic earnings per share 0.91 0.74 0.91 0.76
Diluted earnings per share 0.90 0.73 0.90 0.75

The accompanying notes form an integral part of the financial statements.

196 Form 56-1 One Report 2022

The accompanying notes form an integral part of the financial statements.
BCPG PublicCompany
BCPG Public Company Limited
Limited and its Subsidiaries
and its Subsidiaries
Statement of comprehensive
Statement of comprehensive income income
Consolidated Separate
financial statements financial statements
Note Year ended 31 December Year ended 31 December
2022 2021 2022 2021
(in Baht)
Profit for the year 2,631,906,068 2,010,493,203 2,645,474,385 2,052,268,101

Other comprehensive income

Items that will be reclassified subsequently
to profit or loss
Exchange differences on translating financial statements (63,721,599) 1,418,398,582 (63,721,599) 1,418,398,582
Gain on cash flow hedges 25,781,557 71,479,022 - 57,482,220
Gain (loss) on hedge of net investment in foreign operations 106,408,155 (450,585) 106,408,155 (450,585)
Share of other comprehensive income of subsidiaries,
associates and joint ventures accounted for using equity method 7, 8 - - 25,781,557 13,996,802
Share of other comprehensive income of an associate
reclassified to gain on disposal of investments 8 347,887,560 - 347,887,560 -
Total items that will be reclassified subsequently
to profit or loss 416,355,673 1,489,427,019 416,355,673 1,489,427,019

Items that will not be reclassified to profit or loss

Gain on remeasurements of defined benefit plans - 1,585,360 - 320,761
Share of other comprehensive income (loss) of subsidiaries, associates
and joint ventures accounted for using equity method 7, 8 (27,010,505) 7,688,678 (27,010,505) 8,953,276
Total items that will not be reclassified
to profit or loss (27,010,505) 9,274,038 (27,010,505) 9,274,037
Other comprehensive income (loss)
for the year, net of tax 389,345,168 1,498,701,057 389,345,168 1,498,701,056
Total comprehensive income for the year 3,021,251,236 3,509,194,260 3,034,819,553 3,550,969,157

Total comprehensive income (loss) attributable to:

Owners of parent 3,019,409,343 3,509,521,807 3,034,819,553 3,550,969,157
Non-controlling interests 1,841,893 (327,547) - -
Total comprehensive income for the year 3,021,251,236 3,509,194,260 3,034,819,553 3,550,969,157

(Pichai Chunhavajira) (Niwat Adirek)

Chairman Chief Executive Officer and President

The accompanying notes form an integral part of the financial statements.

BCPG Public Company Limited 197

The accompanying notes form an integral part of the financial statements.
 BCPG Public Company Limited and its Subsidiaries
BCPG Public Company
Statement of changes
Limited andin Subsidiaries
its equity
Statement of changes in equity

Consolidated financial statements

Retained earnings Other components of equity
Share of other
comprehensive
income (loss)
Surplus on Exchange of associates
business differences on and joint
Issued and restructuring translating Gain (loss) on ventures Total other Equity attributable

198 Form 56-1 One Report 2022

paid-up Share premium under common financial cash flow using equity components of to owners of
Note share capital on ordinary shares control Warrants Legal reserve Unappropriated statements hedges method equity the parent Non-controlling interests Total equity
(in Baht)
Year ended 31 December 2021
Balance at 1 January 2021 13,201,887,820 6,989,800,056 41,025,877 2,421,026 403,530,892 3,523,119,577 (1,588,187,037) (114,045,502) 20,553,371 (1,681,679,168) 22,480,106,080 68,835,790 22,548,941,870

Transactions with owners,

recorded directly in equity
Contributions by and distributions
to owners of the parent
Share options exercised 15 1,268,173,010 762,740,208 - (1,333,878) - - - - - - 2,029,579,340 - 2,029,579,340
Share-based payments 15 - - - 23,266,124 - - - - - - 23,266,124 - 23,266,124
Dividends 23 - - - - - (882,808,373) - - - - (882,808,373) - (882,808,373)
Total transactions with owners, recorded
directly in equity 1,268,173,010 762,740,208 - 21,932,246 - (882,808,373) - - - - 1,170,037,091 - 1,170,037,091

Comprehensive income (loss) for the year

Profit (loss) - - - - - 2,010,820,750 - - - - 2,010,820,750 (327,547) 2,010,493,203
Other comprehensive income - - - - - 1,585,360 1,417,947,997 71,479,022 7,688,678 1,497,115,697 1,498,701,057 - 1,498,701,057
Total comprehensive income (loss) for the year - - - - - 2,012,406,110 1,417,947,997 71,479,022 7,688,678 1,497,115,697 3,509,521,807 (327,547) 3,509,194,260

Transfer to legal reserve 16 - - - - 102,613,405 (102,613,405) - - - - - - -

Balance at 31 December 2021 14,470,060,830 7,752,540,264 41,025,877 24,353,272 506,144,297 4,550,103,909 (170,239,040) (42,566,480) 28,242,049 (184,563,471) 27,159,664,978 68,508,243 27,228,173,221

The accompanying notes form an integral part of the financial statements.

The accompanying notes form an integral part of the financial statements.

 BCPG Public Company Limited and its Subsidiaries
Statement of changes in equity

BCPG Public Company Limited and its Subsidiaries Consolidated financial statements
Statement of changes in equity Retained earnings Other components of equity
Share of other
comprehensive
Surplus on Exchange income of
business differences on associates and Equity
Issued and restructuring translating Gain (loss) on joint ventures Total other attributable to
paid-up Share premium under common Expired financial cash flow using equity components of owners of Non-controlling
Note share capital on ordinary shares control Warrants warrants Legal reserve Unappropriated statements hedges method equity the parent interests Total equity
(in Baht)
Year ended 31 December 2022
Balance at 1 January 2022 14,470,060,830 7,752,540,264 41,025,877 24,353,272 - 506,144,297 4,550,103,909 (170,239,040) (42,566,480) 28,242,049 (184,563,471) 27,159,664,978 68,508,243 27,228,173,221

Transactions with owners,

recorded directly in equity
Contributions by and distributions
to owners of the parent
Share options exercised 15 68,377,970 38,328,252 - (1,087,148) 3,199,858 - - - - - - 108,818,932 - 108,818,932
Share-based payments 15 - - - 8,150,747 - - - - - - - 8,150,747 - 8,150,747
Dividends 23 - - - - - - (1,071,167,271) - - - - (1,071,167,271) - (1,071,167,271)
Total contributions by and distributions to
owners of the parent 68,377,970 38,328,252 - 7,063,599 3,199,858 - (1,071,167,271) - - - - (954,197,592) - (954,197,592)

Changes in ownership interests in subsidiaries

Disposal of subsidiary with non-controlling
interest 7 - - - - - - - - - - - - (19,224,654) (19,224,654)
Total changes in ownership interests
in subsidiaries - - - - - - - - - - - - (19,224,654) (19,224,654)

Total transactions with owners, recorded directly

in shareholders’ equity 68,377,970 38,328,252 - 7,063,599 3,199,858 - (1,071,167,271) - - - - (954,197,592) (19,224,654) (973,422,246)

Comprehensive income (loss) for the year

Profit (loss) - - - - - - 2,630,064,175 - - - - 2,630,064,175 1,841,893 2,631,906,068
Other comprehensive income - - - - - - - 42,686,556 25,781,557 320,877,055 389,345,168 389,345,168 - 389,345,168
Total comprehensive income (loss) for the year - - - - - - 2,630,064,175 42,686,556 25,781,557 320,877,055 389,345,168 3,019,409,343 1,841,893 3,021,251,236

Transfer to legal reserve 16 - - - - - 132,273,719 (132,273,719) - - - - - - -

Balance at 31 December 2022 14,538,438,800 7,790,868,516 41,025,877 31,416,871 3,199,858 638,418,016 5,976,727,094 - 127,552,484 (16,784,923) 349,119,104 204,781,697 29,224,876,729 51,125,482 29,276,002,211

BCPG Public Company Limited

The accompanying notes form an integral part of the financial statements.

11

199
The accompanying notes form an integral part of the financial statements.
 BCPG Public Company Limited and its Subsidiaries
BCPG Public Company Limited and its Subsidiaries
Statement of changes in equity
Statement of changes in equity

Separate financial statements

Retained earnings Other components of equity
Share of other
comprehensive
income (loss) of
Exchange subsidiaries,
differences on associates and

200 Form 56-1 One Report 2022

Issued and Share translating Gain (loss) on joint ventures Total other
paid-up premium on financial cash flow using equity components of
Note share capital ordinary shares Warrants Legal reserve Unappropriated statements hedges method equity Total equity
(in Baht)
Year ended 31 December 2021
Balance at 1 January 2021 13,201,887,820 6,989,800,056 2,421,026 403,530,892 3,472,943,662 (1,588,187,036) (57,482,220) (26,174,530) (1,671,843,786) 22,398,739,670

Transactions with owners,

recorded directly in equity
Contributions by and distributions to owners
Share options exercised 15 1,268,173,010 762,740,208 (1,333,878) - - - - - - 2,029,579,340
Share-based payments 15 - - 23,266,124 - - - - - - 23,266,124
Dividends 23 - - - - (882,808,373) - - - - (882,808,373)
Total transactions with owners,
recorded directly in equity 1,268,173,010 762,740,208 21,932,246 - (882,808,373) - - - - 1,170,037,091

Comprehensive income for the year

Profit - - - - 2,052,268,101 - - - - 2,052,268,101
Other comprehensive income - - - - 320,761 1,417,947,997 57,482,220 22,950,078 1,498,380,295 1,498,701,056
Total comprehensive income for the year - - - - 2,052,588,862 1,417,947,997 57,482,220 22,950,078 1,498,380,295 3,550,969,157

Transfer to legal reserve 16 - - - 102,613,405 (102,613,405) - - - - -

Balance at 31 December 2021 14,470,060,830 7,752,540,264 24,353,272 506,144,297 4,540,110,746 (170,239,039) - (3,224,452) (173,463,491) 27,119,745,918

The accompanying notes form an integral part of the financial statements.

The accompanying notes form an integral part of the financial statements.

12
 BCPG Public
BCPG Public Company
Company Limited and its Subsidiaries
Limited and its Subsidiaries
Statement of changes in equity
Statement of changes in equity
Separate financial statements
Retained earnings Other components of equity
Share of other
comprehensive
income (loss) of
Exchange subsidiaries,
differences on associates and
Issued and Share translating joint ventures Total other
paid-up premium on Expired financial using equity components of
Note share capital ordinary shares Warrants warrants Legal reserve Unappropriated statements method equity Total equity
(in Baht)
Year ended 31 December 2022
Balance at 1 January 2022 14,470,060,830 7,752,540,264 24,353,272 - 506,144,297 4,540,110,746 (170,239,039) (3,224,452) (173,463,491) 27,119,745,918

Transactions with owners,

recorded directly in equity
Contributions by and distributions to owners
Share options exercised 15 68,377,970 38,328,252 (1,087,148) 3,199,858 - - - - - 108,818,932
Share-based payments 15 - - 8,150,747 - - - - - - 8,150,747
Dividends 23 - - - - - (1,071,167,271) - - - (1,071,167,271)
Total transactions with owners,
recorded directly in equity 68,377,970 38,328,252 7,063,599 3,199,858 - (1,071,167,271) - - - (954,197,592)

Comprehensive income (loss) for the year

Profit - - - - - 2,645,474,385 - - - 2,645,474,385
Other comprehensive income (loss) - - - - - - 392,242,907 (2,897,739) 389,345,168 389,345,168
Total comprehensive income (loss) for the year - - - - - 2,645,474,385 392,242,907 (2,897,739) 389,345,168 3,034,819,553

Transfer to legal reserve 16 - - - - 132,273,719 (132,273,719) - - - -

Balance at 31 December 2022 14,538,438,800 7,790,868,516 31,416,871 3,199,858 638,418,016 5,982,144,141 222,003,868 (6,122,191) 215,881,677 29,200,367,879

BCPG Public Company Limited

201
The accompanying notes form an integral part of the financial statements.
The accompanying notes form an integral part of the financial statements.

13
BCPG Public Company Limited and its Subsidiaries
BCPG Public Company Limited and its Subsidiaries
Statement of cash flows
Statement of cash flows

Consolidated Separate
financial statements financial statements
Year ended 31 December Year ended 31 December
2022 2021 2022 2021
(in Baht)
Cash flows from operating activities
Profit for the year 2,631,906,068 2,010,493,203 2,645,474,385 2,052,268,101
Adjustments for
Income tax expense (revenue) 576,886,018 64,054,705 383,353,895 (5,110,706)
Finance costs 881,763,352 895,183,000 533,237,780 643,137,501
Depreciation and amortisation 1,504,330,393 1,180,239,719 217,782,630 215,079,447
(Reversal of) impairment loss determined in accordance with TFRS 9 395,306,795 40,612,410 - (51,082,493)
Impairment loss on fixed assets 248,685,360 49,297,070 - -
Gain on change in fair value of derivative measured
through profit or loss (2,536,640) (343,628) - -
Provision for employee benefit 6,485,978 7,026,968 4,833,013 4,940,868
Unrealised loss on foreign exchange 136,082,423 57,662,658 97,655,137 323,879,123
Share-based payments 8,150,747 23,266,124 7,570,367 22,665,949
Gain on disposal of assets 497,973 50,543,794 23 -
Net gain on disposal of investments (2,031,181,733) - (2,030,886,580) -
Share of profit of subsidiaries, associates and joint ventures
accounted for using equity method (129,664,957) (599,981,392) (1,382,425,655) (2,378,973,452)
Other loss - 1,697,626 - -
Interest income (137,640,281) (48,974,344) (375,425,202) (407,285,945)
4,089,071,496 3,730,777,913 101,169,793 419,518,393
Changes in operating assets and liabilities
Trade accounts receivable (762,233,884) (1,039,116,293) 43,846,772 14,840,592
Other current receivables (406,128,534) (184,121,513) (171,893,909) 5,737,594
Other non-current assets 597,915,684 (30,271,065) - (2,085,950)
Trade and other current payables (3,936,175) 145,057,777 21,277,594 (7,784,199)
Other non-current liabilities 19,207,770 (69,047,173) (211,094) 305,903
Employee benefits paid - (703,943) - -
Net cash generated from (used in) operating activities 3,533,896,357 2,552,575,703 (5,810,844) 430,532,333
Income tax paid (498,547,817) (126,085,479) (338,608,708) (12,011,057)
Net cash from operating activities 3,035,348,540 2,426,490,224 (344,419,552) 418,521,276

Cash flows from investing activities

Proceeds from short-term investments 5,371,225,500 4,596,701 5,371,225,500 -
Cash outflow for short-term investments (5,333,028,000) - (5,333,028,000) -
Cash outflow for investment in subsidiaries (29,429,863) - (1,072,068,058) (3,331,000,000)
Cash outflow for investment in associate and joint ventures (109,803,231) - (62,499,998) -
Proceeds from disposal of investment in a subsidiary and an associate 14,499,632,084 285,916 14,499,632,084 369
Cash received (Net cash decrease) from disposal of investment in subsidiary (39,114,435) - 8,000,000 -
Acquisition of other non-current financial asset - (780,291,939) - (780,291,939)
Proceeds from disposal of assets 841,000 - - -
Acquisition of property, plant and equipment (1,754,803,295) (3,342,281,295) (26,844,926) (59,327,150)
Acquisition of intangible assets (157,100,419) (6,616,560) (7,126,106) (1,648,536)
Short-term loans to related parties - - - (51,710,880)
Proceeds from repayment of short-term loan to related parties - - 51,710,880 438,000,000
Long-term loans to related parties (235,335,308) (122,030,108) (7,404,201,158) (5,061,807,457)
Proceeds from repayment of long-term loans to related parties - - 6,637,092,321 4,168,133,983
Dividends received - 100,508,055 1,380,540,000 1,032,638,055
Interest received 76,563,803 29,246,090 520,445,161 259,077,044
Net cash from (used in) investing activities 12,289,647,836 (4,116,583,140) 14,562,877,700 (3,387,936,511)

The accompanying notes form an integral part of the financial statements.

The accompanying notes form an integral part of the financial statements.
202 Form 56-1 One Report 2022
14
BCPG Public Company Limited and its Subsidiaries
BCPG Public Company Limited and its Subsidiaries
Statement of cash flows
Statement of cash flows

Consolidated Separate
financial statements financial statements
Year ended 31 December Year ended 31 December
2022 2021 2022 2021
(in Baht)
Cash flows from financing activities
Proceeds from exercise of share options 108,818,932 2,029,579,340 108,818,932 2,029,579,340
Repayment of short-term borrowings
from financial institutions - (1,770,574,149) - (1,770,574,149)
Proceeds from long-term borrowings
from financial institutions 2,501,184,446 3,136,091,133 157,663,200 3,136,091,133
Repayment of long-term borrowings
from financial institutions (6,965,341,839) (12,058,516,289) (4,832,978,308) (11,440,030,697)
Proceeds from short-term borrowings from a related party - 17,236,960 - -
Repayment of short-term borrowings from related parties (17,236,960) - - -
Proceeds from issuing debentures - 11,983,563,060 - 11,983,563,060
Payment of lease liabilities (42,365,403) (36,628,089) (16,319,602) (12,881,241)
Finance costs paid (736,911,576) (882,808,373) (510,886,627) (882,808,373)
Dividends paid (1,071,167,271) (796,057,869) (1,071,167,271) (496,089,824)
Net cash from financing activities (6,223,019,671) 1,621,885,724 (6,164,869,676) 2,546,849,249

Net increase (decrease) in cash and cash equivalents,

before effect of exchange rate changes 9,101,976,705 (68,207,192) 8,053,588,472 (422,565,986)
Effect of exchange rate changes on cash and
cash equivalents 3,135,001 157,672,077 (3,757,199) 51,393,694
Net increase (decrease) in cash and cash equivalents 9,105,111,706 89,464,885 8,049,831,273 (371,172,292)
Cash and cash equivalents at 1 January 11,227,723,219 11,138,258,334 8,109,294,689 8,480,466,981
Cash and cash equivalents at 31 December 20,332,834,925 11,227,723,219 16,159,125,962 8,109,294,689

Non-cash transactions
Payables for purchase of property, plant and equipment 16,923,359 347,461,129 - -
Acquisition of right-of-use assets 450,245,896 - - -
Increase in long-term loans to subsidiaries by transfering
accrued interest income to loan principal - - 526,726,509 -
Investment in a subsidiary by conversion of long-term loan to and
accrued interest income (Note 7) - - 1,161,938,986 -
Investment in an associate by transferring trade accounts
receivable (Note 4, 6 and 8) (1,133,771,200) - - -

The accompanying notes form an integral part of the financial statements.

The accompanying notes form an integral part of the financial statements.
BCPG Public Company Limited 203
15
BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes
Notestotothe
thefinancial
financialstatements
statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Note Contents

1 General information
2 Basis of preparation of the financial statements
3 Significant accounting policies
4 Related parties
5 Cash and cash equivalents
6 Trade accounts receivable
7 Investments in subsidiaries
8 Investments in associates and joint ventures
9 Property, plant and equipment
10 Leases
11 Goodwill
12 Intangible assets
13 Interest-bearing liabilities
14 Trade and other current payables
15 Share capital
16 Surplus and reserves
17 Segment information and disaggregation of revenue
18 Other losses (gains)
19 Expenses by nature
20 Finance costs
21 Income tax
22 Earnings per share
23 Dividends
24 Financial instruments
25 Capital management
26 Commitments with non-related parties
27 Events after the reporting period
28 Thai Financial Reporting Standards (TFRS) not yet adopted

The accompanying notes form an integral part of the financial statements.

16
204 Form 56-1 One Report 2022
BCPG Public Company Limited and its Subsidiaries
BCPG
Notes toPublic Company
the financial Limited and its Subsidiaries
statements
Notes
For thetoyear
the financial
ended 31statements
December 2022
For the year ended 31 December 2022

These notes form an integral part of the financial statements.

The financial statements issued for Thai statutory and regulatory reporting purposes are prepared in the
Thai language. These English-language financial statements have been prepared from the Thai-language
statutory financial statements, and were approved and authorised for issue by the Board of Directors on
20 February 2023.

1 General information

BCPG Public Company Limited, the “Company”, is incorporated in Thailand and listed on the Stock
Exchange of Thailand. The Company’s registered office is 2098 M Tower Building, 12th Floor,
Sukhumvit Road, Phra Khanong Tai, Phra Khanong, Bangkok Thailand.

The parent company during the financial year is Bangchak Corporation Public Company Limited which
is incorporated in Thailand.

The Group’s principal activities are production and distribution of electricity from green energy
including other related products and services and investment in alternative energy business. Details of
the Company’s subsidiaries as at 31 December 2022 and 2021 are given in note 7.

2 Basis of preparation of the financial statements

The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”),
guidelines promulgated by the Federation of Accounting Professions and applicable rules and
regulations of the Thai Securities and Exchange Commission. The financial statements are presented in
Thai Baht, which is the Company’s functional currency. The accounting policies described in note 3
have been applied consistently to all periods presented in these financial statements.

The preparation of financial statements in conformity with TFRS requires management to make
judgements, estimates and assumptions that affect the application of the Group’s accounting policies.
Actual results may differ from these estimates. Estimates and underlying assumptions that described in
each note are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
prospectively.

From 1 January 2022, the Group has adopted TFRS 9 Financial Instruments and TFRS 7 Financial
Instruments: Disclosures which have been amended in respect to Interbank Offer Rate (IBOR) reform -
Phase 2 (Phase 2 amendments). The detail of the accounting policies are disclosed in note 3(d).

The Phase 2 amendments are applicable when an existing interest rate benchmark is replaced by another
interest rate benchmark. The Phase 2 amendments provide a practical expedient that modifications to
asset and liability values as a direct consequence of the interest rate benchmark reform and the new basis
for determining the contractual cash flows is economically equivalent to the previous basis (i.e. the basis
immediately preceding the change), can be accounted for by only updating the effective interest rate.

Additionally, hedge accounting is not discontinued solely because of the replacement of another interest
rate benchmark. Hedging relationships (and related documentation) must instead be amended to reflect
modifications to the hedged item, hedging instrument and hedged risk.

The accompanying notes form an integral part of the financial statements.

BCPG Public Company Limited 205

17
 BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
3 Significant accounting policies

(a) Basis of consolidation

The consolidated financial statements relate to the Company and its subsidiaries (together referred to as
the “Group”) and the Group’s interests in associates and joint ventures.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. The financial statements of subsidiaries are included in the
consolidated financial statements from the date on which control commences until the date on which
control ceases.

When there is a change in the Group’s interest in a subsidiary that do not result in a loss of control, any
difference between the amount by which the non-controlling interests are adjusted and the fair value of
the consideration paid or received from the acquisition or disposal of the non-controlling interests with
no change in control are accounted for as other surpluses/deficits in shareholders’ equity.

When the Group loses control over a subsidiary, it derecognises the assets and liabilities, any related
non-controlling interests and other components of equity of the subsidiary. Any resulting gain or loss is
recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when
control is lost.

Associates are those entities in which the Group has significant influence, but not control or joint control,
over the financial and operating policies. A joint venture is an arrangement in which the Group has joint
control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets
and obligations for its liabilities.

The Group recognised investments in associates and joint ventures using the equity method in the
consolidated financial statements. They are initially recognised at cost, which includes transaction costs.
Subsequent to initial recognition, the consolidated financial statements include the Group’s dividend
income and share of profit or loss and other comprehensive income of equity–accounted investees, until
the date on which significant influence ceases.

If an investment in an associate becomes an investment in a joint venture or vice versa, the retained
interest is not remeasured. Instead, the investment continues to be accounted for under the equity
method. In all other cases, when the group ceases to have significant influence over an associate or joint
control over a joint venture, it is accounted for as a disposal of the entire interest in that investee, with a
resulting gain or loss being recognised in profit or loss. Any interest retained in that former investee at
the date when significant influence or joint control is lost is recognised at fair value and this amount is
regarded as the fair value on initial recognition of a financial asset.

Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group
transactions, are eliminated on consolidation. Unrealised gains arising from transactions with associates
and joint ventures are eliminated against the investment to the extent of the Group’s interest in the
investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent
that there is no evidence of impairment.

The accompanying notes form an integral part of the financial statements.

18
206 Form 56-1 One Report 2022
BCPGPublic
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Business combinations

The Group applies the acquisition method for business combinations. When the Group assesses that the
group of activities and assets it acquires comprises at least the important inputs and processes that can
produce output. The acquisition date is the date on which control is transferred to the Group, other than
those with entities under common control. Expenses in connection with a business combination are
recognised as incurred.

Goodwill is measured as of the acquisition date as the fair value of the consideration transferred
including the recognised amount of any non-controlling interest in the acquiree, less net fair value of the
identifiable assets acquired and liabilities assumed. Any gain on bargain purchase is recognised in profit
or loss immediately.

Consideration transferred includes assets transferred, liabilities incurred by the Group to the previous
owners of the acquiree, any contingent consideration and equity interests issued by the Group.

Any contingent consideration is measured at fair value at the acquisition date, and remeasured at fair
value at each reporting date. Subsequent changes in the fair value are recognised in profit or loss.

A contingent liability of the acquiree is assumed in a business combination only if such a liability
represents a present obligation and arises from a past event, and its fair value can be measured reliably.

If the initial accounting for a business combination is incomplete by the end of the reporting period in
which the combination occurs, the Group estimates provisional amounts for the items for which the
accounting is incomplete for reporting. Those provisional amounts are adjusted during the measurement
period, or additional assets or liabilities are recognised, to reflect new information obtained about facts
and circumstances that existed at the acquisition date that, if known, would have affected the amounts
recognised at that date.

Business combinations under common control are accounted for using a method similar to the pooling
of interest method, by recognising assets and liabilities of the acquired businesses at their carrying
amounts in the consolidated financial statements of the ultimate parent company at the moment of the
transaction. The difference between the carrying amount of the acquired net assets and the consideration
transferred is recognised as surplus or deficit from business combinations under common control in
shareholder’s equity. The surplus or deficit will be written off upon divestment of the businesses
acquired. The results from operations of the acquired businesses will be included in the consolidated
financial statements of the acquirer from the beginning of the comparative period or the moment the
businesses came under common control, whichever date is later, until control ceases.

(b) Investments in subsidiaries, associates, and joint ventures

Investments in subsidiaries, associates, and joint ventures in the separate financial statements are
measured using equity method, the same method as in the consolidated financial statements.

(c) Foreign currencies

Transactions in foreign currencies including non-monetary assets and liabilities denominated in foreign
currencies are translated to the respective functional currencies of each entity in the Group at exchange
rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies
are translated at the exchange rate at the reporting date. Non-monetary assets and liabilities measured
at fair value in foreign currencies are translated at the exchange rates at the dates that fair value was
determined.

The accompanying notes form an integral part of the financial statements.

19
BCPG Public Company Limited 207
BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to
Notes to the
thefinancial
financialstatements
statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Foreign currency differences are generally recognised in profit or loss. However, foreign currency
differences arising from the translation of the following items are recognised in other comprehensive
income.
- a financial liability designated as a hedge of the net investment in a foreign operation to the extent
that the hedge is effective; and
- qualifying cash flow hedges to the extent the hedge is effective.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on
acquisition, are translated to Thai Baht at the exchange rates at the reporting date. The revenues and
expenses of foreign operations are translated to Thai Baht at rates approximating the exchange rates at
the dates of the transactions.

Foreign exchange differences are recognised and extent the hedge is effective of different foreign
currency of hedges reserve of net investments in foreign operations (note 3(d.4)) in other comprehensive
income and accumulated in the exchange differences on translating financial statements in equity, except
to extent that the translation difference is allocated to non-controlling interest.

When a foreign operation is disposed of in its entirety or partially such that control or significant
influence is lost, the cumulative amount in the exchange differences on translating financial statements
related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If
the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion
of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only
part of an associate while retaining significant influence, the relevant proportion of the cumulative
amount is reclassified to profit or loss.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither
planned nor likely in the foreseeable future, exchange gains and losses arising from such a monetary
item are considered to form part of a net investment in a foreign operation and are recognised in other
comprehensive income, and presented in the exchange differences on translating financial statements in
equity until disposal of the investment.

(d) Financial instruments

(d.1) Classification and measurement

Debt securities issued by the Group are initially recognised when they are originated. Other
financial assets and financial liabilities (except trade accounts receivable (see note 3(f)) are initially
recognised when the Group becomes a party to the contractual provisions of the instrument, and
measured at fair value plus or minus, for an item not at fair value through profit or loss (FVTPL),
transaction costs that are directly attributable to its acquisition or issue.

On initial recognition, a financial asset is classified as measured at: amortised cost; fair value
through other comprehensive income (FVOCI); or FVTPL. Financial assets are not reclassified
subsequent to their initial recognition unless the Group changes its business model for managing
financial assets, in which case all affected financial assets are reclassified prospectively from the
reclassification date.

On initial recognition, financial liabilities are classified as measured at amortised cost using the
effective interest method. Interest expense, foreign exchange gains and losses and any gain or loss
on derecognition are recognised in profit or loss.

The accompanying notes form an integral part of the financial statements.

20
208 Form 56-1 One Report 2022
BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes
For thetoyear
theended
financial statements2022
31 December
For the year ended 31 December 2022
Financial assets measured at amortised costs are subsequently measured at amortised cost using
the effective interest method. The amortised cost is reduced by expected credit losses. Interest
income, foreign exchange gains and losses, expected credit loss and any gain or loss on
derecognition are recognised in profit or loss.

(d.2) Derecognition and offset

The Group derecognises a financial asset when the contractual rights to receive the cash flows from
the financial asset expire, or it transfers the rights to receive the contractual cash flows in a
transaction in which substantially all of the risks and rewards of ownership of the financial asset
are transferred or in which the Group neither transfers nor retains substantially all of the risks and
rewards of ownership and it does not retain control of the financial asset.

The Group derecognises a financial liability when its contractual obligations are discharged or
cancelled, or expire. The Group also derecognises a financial liability when its terms are modified
and the cash flows of the modified liability are substantially different, in which case a new financial
liability based on the modified terms is recognised at fair value.

The difference between the carrying amount extinguished and the consideration received or paid
is recognised in profit or loss.

Interest rate benchmark reform

When the basis of determining the contractual cash flows of a financial asset or financial liability
measured at amortised cost changed as a result of interest rate benchmark reform (IBOR reform),
the Group first updated the effective interest rate of the financial asset or financial liability to reflect
the change that is required by IBOR reform. If there were any other additional changes, the Group
applied the policies on accounting for modifications to those changes.

Financial assets and financial liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group currently has a legally enforceable right to set
off the amounts and the Group intends either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.

(d.3) Derivatives

Derivative are recognised at fair value and remeasured at fair value at each reporting date. The gain
or loss on remeasurement to fair value is recognised immediately in profit or loss, except where
the derivatives qualify for cash flow hedge accounting or hedges of net investment in a foreign
operation, in which case recognition of any resultant gain or loss depends on nature of the item
being hedged (see note 3(d.4))

(d.4) Hedging

At inception of designated hedging relationships, the Group documents the risk management
objective and strategy for undertaking the risk, the economic relationship between the hedged item
and the hedging instrument, including consideration of the hedge effectiveness at the inception of
the hedging relationship and throughout the remaining period to determine the existence of
economic relationship between the hedged item and the hedging instrument.

The accompanying notes form an integral part of the financial statements.

21
BCPG Public Company Limited 209
BCPG Public Company
BCPG Public Limited
Company and
Limited anditsitsSubsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Hedges directly affected by IBOR reform

When the basis for determining the contractual cash flows of the hedged item or hedging instrument
changes as a result of IBOR reform and therefore there is no longer uncertainty arising about the
cash flows of the hedged item or the hedging instrument, the Group amends the hedge
documentation of that hedging relationship to reflect the changes required by IBOR reform. For
this purpose, the hedge designation is amended once the following changes:
- designating an alternative benchmark rate as the hedged risk;
- updating the description of the hedged item, including the description of the designated portion
of the cash flows or fair value being hedged; or
- updating the description of the hedging instrument.

The Group amends the formal hedge documentation by the end of the reporting period during
which a change required by IBOR reform is made to the hedged risk, hedge item or hedging
instrument. These amendments in the formal hedge documentation do not constitute the
discontinuation of the hedging relationship or the designation of a new hedging relationship.

If changes are made in addition to those changes required by IBOR reform, then the Group first
considers whether those additional changes result in the discontinuation of the hedge accounting
relationship. If the additional changes do not result in the discontinuation of the hedge accounting
relationship, then the Group amends the formal hedge documentation for changes required by
IBOR reform as mentioned above.

When the interest rate benchmark on which the hedged future cash flows had been based is changed
as required by IBOR reform, for the purpose of determining whether the hedged future cash flows
are expected to occur, the Group deems that the hedging reserve recognised in OCI for that hedging
relationship is based on the alternative benchmark rate on which the hedged future cash flows will
be based.

Cash flow hedges

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes
in the fair value of the derivative is recognised in OCI and accumulated in the gain (loss) on cash
flow hedges within equity. Any ineffective portion of changes in the fair value of the derivative is
recognised immediately in profit or loss.

The Group designates only the change in fair value of the spot element of forward exchange
contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of
the forward element of forward exchange contracts (forward points) is recognised in a gain (loss)
on cash flow hedges within equity.

For all other hedged forecast transactions, the amount accumulated in the gain (loss) on cash flow
hedges within equity is reclassified to profit or loss in the same period or periods during which the
hedged expected future cash flows affect profit or loss.

If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold,
expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When
hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in
the gain (loss) on cash flow hedges within equity remains in equity until, for a hedge of a
transaction resulting in the recognition of a non-financial item, it is included in the non-financial
item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss
in the same period or periods as the hedged expected future cash flows affect profit or loss.
The accompanying notes form an integral part of the financial statements.

210 Form 56-1 One Report 2022

22
BCPG Public
BCPG PublicCompany
Company Limited anditsits
Limited and Subsidiaries
Subsidiaries
NotesNotes
to theto
financial statements
the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

If the hedged future cash flows are no longer expected to occur, then the amounts that have been
accumulated in the gain (loss) on cash flow hedges within equity and cost of hedging reserve are
immediately reclassified to profit or loss.

Net investment hedges

When a derivative instrument or a non-derivative financial liability is designated as the hedging

instrument, the effective portion of, for a derivative, changes in the fair value of the hedging
instrument and, for a non-derivative, foreign exchange gains and losses is recognised in OCI and
presented in the exchange differences on translating financial statements within equity. Any
ineffective portion is recognised immediately in profit or loss. The amount recognised in OCI is
reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation.

(d.5) Impairment of financial assets other than trade accounts receivable

The Group recognises allowances for expected credit losses (ECLs) on financial assets measured
at amortised cost, lease receivables, and loan commitments issued which are not measured at
FVTPL.

The Group recognises ECLs equal to 12-month ECLs unless there has been a significant increase
in credit risk of the financial instrument since initial recognition or credit-impaired financial assets,
in which case the loss allowance is measured at an amount equal to lifetime ECLs.

ECLs are a probability-weighted estimate of credit losses based on forward-looking and historical
experience. Credit losses are measured as the present value of all cash shortfalls discounted by the
effective interest rate of the financial asset.

The Group assumes that the credit risk on a financial asset has increased significantly if it is
significant deterioration in credit rating, significant deterioration in the operating results of the
debtor and existing or forecast changes in the technological, market, economic or legal
environment that have a significant adverse effect on the debtor’s ability to meet its obligation to
the Group.

The Group considers a financial asset to be in default when the debtor is unlikely to pay its credit
obligations to the Group in full, without recourse by the Group to actions such as realising security
(if any is held) etc.

(d.6) Write offs

The gross carrying amount of a financial asset is written off when the Group has no reasonable
expectations of recovering. Subsequent recoveries of an asset that was previously written off, are
recognised in profit or loss in the period in which the recovery occurs.

(d.7) Interest

Interest income and expense is recognised in profit or loss using the effective interest method. In
calculating interest income and expense, the effective interest rate is applied to the gross carrying
amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability.
However, for financial assets that have become credit-impaired subsequent to initial recognition,
interest income is calculated by applying the effective interest rate to the amortised cost of the
financial asset. If the asset is no longer credit-impaired, then the calculation of interest income
reverts to the gross basis.
The accompanying notes form an integral part of the financial statements.
23 BCPG Public Company Limited 211
BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
(e) Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and highly liquid short-term
investments which has a maturity of three months or less from the date of acquisition.

(f) Trade and other accounts receivable

Receivable is recognised when the Group has an unconditional right to receive consideration.
Receivable is measured at transaction price less allowance for expected credit loss. Bad debts are written
off when incurred.

The Group estimates lifetime expected credit losses (ECLs), using a provision matrix to find ECLs rate.
This method groups the debtors based on shared credit risk characteristics and past due status, taking
into account historical credit loss data, adjusted for factors that are specific to the debtors and an
assessment of both current economic conditions and forward-looking general economic conditions at
the reporting date.

(g) Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment.

Cost includes expenditure that is directly attributable to the acquisition of the asset, the cost of self-
constructed assets, capitalised borrowing costs, the costs of dismantling and removing the items and
restoring the site on which they are located, transfers from other comprehensive income of any gain or
loss on qualifying cash flow hedges of foreign currency relating to purchases of property, plant and
equipment. Software that is integral to the functionality of the related equipment is capitalised as part of
that equipment.

Differences between the proceeds from disposal and the carrying amount of property, plant and
equipment are recognised in profit or loss.

Subsequent cost

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will flow
to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is
derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in
profit or loss as incurred.

Depreciation

Depreciation is calculated on a straight-line basis over the estimated useful lives of each component of
an asset and recognised in profit or loss. No depreciation is provided on freehold land and assets under
construction.

The estimated useful lives are as follows:

Buildings 10 - 25 years
Land improvement and infrastructure 5 - 25 years
Machinery and equipment 5 - 25 years
Office equipment 5 - 10 years
Vehicles 5 - 10 years
The accompanying notes form an integral part of the financial statements.

212 Form 56-1 One Report 2022

24
BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
(h) Goodwill

Goodwill is measured at cost less impairment. In respect of equity-accounted investee, the carrying
amount of goodwill is included in the carrying amount of the investment.

(i) Intangible assets

Intangible assets are measured at cost less accumulated amortisation and impairment. Subsequent
expenditure is capitalised only when it will generate the future economic benefits. Amortisation is
calculated on a straight-line basis over the estimated useful lives of intangible assets and recognised in
profit or loss.

The Group recognises an intangible asset arising from a service concession arrangement when it has a
right to charge for use of the concession infrastructure. An intangible asset received as consideration for
providing construction in a service concession arrangement which is measured at fair value on initial
recognition with reference to the fair value of the services provided. Subsequent to initial recognition,
the intangible asset is measured at cost, which includes capitalised borrowing costs, less accumulated
amortisation and accumulated impairment losses.

The estimated useful lives are as follows:

Right to use and cost of development of computer software 3 - 25 years

Right to connect power distribution system 20 - 25 years
Power purchase agreement 20 years
Power purchase agreement and assets under concession agreement 28 years
Land right 25 years

(j) Leases

At inception of a contract, the Group assesses that a contract is, or contains, a lease when it conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.

As a lessee

At commencement or on modification of a contract, the Group allocates the consideration in the contract
to each lease component on the basis of its relative stand-alone prices of each component.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date, except
for leases of low-value assets and short-term leases which is recognised as an expense on a straight-line
basis over the lease term.

Right-of-use asset is measured at cost, less any accumulated depreciation and impairment, and adjusted
for any remeasurements of lease liability. The cost of right-of-use asset includes the initial amount of
the lease liability adjusted for any prepaid lease payments, plus any initial direct costs incurred and an
estimate of restoration costs, less any lease incentives received. Depreciation is charged to profit or loss
on a straight-line method from the commencement date to the end of the lease term, unless the lease
transfers ownership of the underlying asset to the Group by the end of the lease term or the Group will
exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of
the underlying asset, which is determined on the same basis as those of property and equipment.

The accompanying notes form an integral part of the financial statements.

25
BCPG Public Company Limited 213
BCPG Public
BCPG PublicCompany Limitedand
Company Limited anditsits Subsidiaries
Subsidiaries
NotesNotes
to thetofinancial statements
the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

The lease liability is initially measured at the present value of all lease payments that shall be paid under
the lease. The Group uses the Group’s incremental borrowing rate to discount the lease payments to the
present value. The Group determines its incremental borrowing rate by obtaining interest rates from
various external financing sources and makes certain adjustments to reflect the terms of the lease and
type of the asset leased.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured
when there is a lease modification, or a change in the assessment of options specified in the lease. When
the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-
of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.

As a lessor

At inception or on modification of a contract, the Group allocates the consideration in the contract to
each component on the basis of their relative stand-alone selling prices.

At lease inception, the Group considers to classify a lease that transfers substantially all of the risks and
rewards incidental to ownership of the underlying asset to lessees as a finance lease. A lease that does
not meet this criteria is classified as an operating lease.

The Group recognises finance lease receivables at the net investment of the leases, which includes the
present value of the lease payments, and any unguaranteed residual value, discounted using the interest
rate implicit in the lease. Finance lease income reflects a constant periodic rate of return on the Group’s
net investment outstanding in respect of the leases.

The Group recognises lease payments received under operating leases in profit or loss on a straight-line
basis over the lease term as part of other income. Initial direct costs incurred in arranging an operating
lease are added to the carrying amount of the leased asset and recognised over the lease term on the
same basis as rental income. Contingent rents are recognised as other income in the accounting period
in which they are earned.

The Group derecognises and determines impairment on the lease receivables as disclosed in note 3(d).

(k) Impairment of non-financial assets

The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are
estimated. For goodwill and intangible assets that have indefinite useful lives or are not yet available for
use, the recoverable amount is estimated each year at the same time.

An impairment loss is recognised in profit or loss if the carrying amount of an asset or its cash-generating
unit exceeds its recoverable amount, unless it reverses a previous revaluation credited to equity, in which
case it is charged to equity.

The recoverable amount is the greater of the asset’s value in use and fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a
discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. For an asset that does not generate cash inflows largely independent of those from other
assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

The accompanying notes form an integral part of the financial statements.

214 Form 56-1 One Report 2022 26

BCPGPublic
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to
Notes to the
thefinancial
financialstatements
statements
For the year ended 31 December 2022
For the year ended 31 December 2022

Impairment losses of assets recognised in prior periods is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not
reversed. An impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.

(l) Employee benefits

Defined contribution plan

Obligations for contributions to the Group’s provident fund are expensed as the related service is
provided.

Defined benefit plans

The Group’s net obligation in respect of defined benefit plans is calculated by estimating the amount of
future benefit that employees have earned in the current and prior periods. The defined benefit
obligations is discounted to the present value, which performed every 3 years by a qualified actuary
using the projected unit credit method.

Remeasurements of the net defined benefit liability, actuarial gain or loss are recognised immediately
in OCI. The Group determines the interest expense on the net defined benefit liability for the period by
applying the discount rate used to measure the defined benefit obligation at the beginning of the annual
period, taking into account any changes in the net defined benefit liability during the period as a result
of contributions and benefit payments. Net interest expense and other expenses related to defined benefit
plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that
relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The
Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Short-term employee benefits are expensed as the related service is provided. A liability is recognised
for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this
amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(m) Share-based payments

The grant-date fair value of equity-settled share-based payment awards granted to employees is
generally recognised as an expense, with a corresponding increase in equity, over the vesting period of
the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which
the related service and non-market performance conditions are expected to be met, such that the amount
ultimately recognised is based on the number of awards that meet the related service and non-market
performance conditions at the vesting date. For share-based payment awards with non-vesting
conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions
and there is no true-up for differences between expected and actual outcomes.

(n) Provisions

A provision is recognised if, as a result of a past event, the group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are determined by discounting the expected future cash flows
at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability.
The accompanying notes formThe unwinding
an integral part of theoffinancial
the discount
statements.is recognised as a finance cost.
27 BCPG Public Company Limited 215
BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
(o) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or, in its absence, the
most advantageous market to which the Group has access at that date. The fair value of a liability reflects
its non-performance risk.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as
possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs
used in the valuation techniques as follows:
• Level 1: quoted prices in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly or indirectly.
• Level 3: inputs for the asset or liability that are based on unobservable input.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures
assets and asset positions at a bid price and liabilities and liability positions at an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally the
transaction price – i.e. the fair value of the consideration given or received. If the Group determines that
the fair value on initial recognition differs from the transaction price, the financial instrument is initially
measured at fair value adjusted for the difference between the fair value on initial recognition and the
transaction price and the difference is recognised in profit or loss immediately. However, for the fair
value categorised as level 3, such difference is deferred and will be recognised in profit or loss on an
appropriate basis over the life of the instrument or until the fair value level is transferred or the
transaction is closed out.

(p) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares and share options are recognised as a deduction from equity.

(q) Revenue

Revenue is recognised when a customer obtains control of the goods or services in an amount that
reflects the consideration to which the Group expects to be entitled, excluding those amounts collected
on behalf of third parties and value added tax.

Sale of electricity
Income from the sale of electricity is recognised in profit or loss in accordance with delivery units
supplied as stipulated in the contract. Income from the sale of electricity for some entities within
Thailand is entitled to receive ADDER for a period of 10 years from the commencement of commercial
sales. Thereafter, subsequent to this initial period income from sale of electricity is recognised at normal
rates.

Services rendered

Revenue for rendering of services is recognised over time.

The accompanying notes form an integral part of the financial statements.

28
216 Form 56-1 One Report 2022
BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Service concession arrangements

Revenue related to construction under a service concession arrangement is recognised over time.
Operation or service revenue is recognised in the period in which the services are provided by the Group.
If the service concession arrangement contains more than one performance obligation, then the
consideration received is allocated with reference to the relative stand-alone selling prices of the services
delivered.

(r) Income tax

Income tax expense for the year comprises current and deferred tax, which is recognised in profit or loss
except to the extent that they relate to a business combination, or items recognised directly in equity or
in other comprehensive income.

Current tax is recognised in respect of the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous
years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax
is not recognised for the temporary differences: the initial recognition of goodwill; the initial recognition
of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss; and differences relating to investments in subsidiaries and joint
ventures to the extent that it is probable that they will not reverse in the foreseeable future.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which
the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets
and liabilities, using tax rates enacted or substantively enacted at the reporting date. Current deferred
tax assets and liabilities are offset in the separate financial statements.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which the temporary differences can be utilised. Deferred tax assets are reviewed at
each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will
be realised.

(s) Earnings per share (EPS)

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares outstanding during the period. Diluted
EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all
dilutive potential ordinary shares, which comprise convertible notes and share options granted to
employees.

(t) Related parties

A related party is a person or entity that has direct or indirect control or joint control, or has significant
influence over the financial and managerial decision-making of the Group; a person or entity that are
under common control or under the same significant influence as the Group; or the Group has direct or
indirect control or joint control or has significant influence over the financial and managerial decision-
making of a person or entity.

The accompanying notes form an integral part of the financial statements.

29
BCPG Public Company Limited 217
 BCPG
BCPG Public
Public Company
Company Limited
Limited and its and its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
(u) Segment reporting

Segment results that are reported to the Group’s CEO (the chief operating decision maker) include items
directly attributable to a segment.

4 Related parties

Relationships with subsidiaries, associates and joint ventures are described in notes 7 and 8. Other
related parties which the Group had significant transactions with during the year were as follows:

Name of entities Country of Nature of relationships

incorporation
Parent
Bangchak Corporation Public Company Thailand Some common directors
Limited
Others related parties
Bangchak Retail Co., Ltd. Thailand The Parent’s subsidiary
BBGI Bio Diesel Co., Ltd. Thailand The Parent’s indirect subsidiary
(Formerly : Bangchak Biofuel Co., Ltd.)
PEA ENCOM International Co., Ltd. Thailand Shareholder of the Company’s subsidiary

Consolidated Separate
Significant transactions with related parties financial statements financial statements
Year ended 31 December 2022 2021 2022 2021
(in thousand Baht)
Parent
Management service expenses* 37,414 33,852 37,414 33,852
Dividends paid 615,228 536,961 615,228 536,961
Interest expenses 3,493 3,628 3,493 3,628
Other expenses 2,541 3,517 2,541 3,517
Purchase of assets - 8,285 - 8,285

Subsidiaries
Revenue from rendering of services - - 99,165 79,587
Management service expenses - - 5,400 4,800
Interest income - - 295,549 370,489
Interest expenses - - 4,980 4,980
Purchases of goods - - 28,179 1,829

Joint venture
Other income 6,810 7,200 6,810 7,200
Interest income 23,077 15,721 - 6,452

Other related parties

Revenue from sale and
rendering of services 10,224 8,331 10,224 8,331
Other expenses 15 293 15 293
Interest expenses 78 236 - -

Key management personnel

compensation*
Short-term employee benefit 101,303 102,964 89,150 89,633
The accompanying notes form an integral part of the financial statements.

218 Form 56-1 One Report 2022

30
BCPG
BCPGPublic
Public Company Limited
Company Limited andand its Subsidiaries
its Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Consolidated Separate
Significant transactions with related parties financial statements financial statements
Year ended 31 December 2022 2021 2022 2021
(in thousand Baht)
Post-employment benefits 1,513 1,481 1,112 932
Share-based payments 2,095 17,004 1,683 16,578
Total key management personnel
compensation 104,911 121,449 91,945 107,143

* Short-term employee benefit of key management personnel is a part of management service expenses
which the Company paid to the Parent in accordance with management service agreement.

Consolidated Separate
Balances with related parties financial statements financial statements
At 31 December 2022 2021 2022 2021
(in thousand Baht)
Trade accounts receivable
Other related parties 1,412 970 1,412 970

Other receivables
Current
Subsidiaries - - 312,209 558,872
Joint venture 1,200 7,200 1,200 7,200
Total 1,200 7,200 313,409 566,072

Non-current
Subsidiaries - - 99,075 463,507
Joint venture 55,997 28,936 - -
Total 55,997 28,936 99,075 463,507

The accompanying notes form an integral part of the financial statements.

31 BCPG Public Company Limited 219
 BCPG Public Company Limited and its Subsidiaries
BCPG Public Company Limited and its Subsidiaries
Notes
Notes to
to the
thefinancial statements
financialstatements
For
Forthe
the year ended
ended3131December
December2022
2022

Interest rate Consolidated financial statements Separate financial statements

Exchange
Effect of differences on Effect of

220 Form 56-1 One Report 2022

movements translating movements
At At in exchange financial At At in exchange At
Loans to 31 December 1 January Increase rate statements 31 December 1 January Increase Decrease rate 31 December
(% per annum) (in thousand Baht)
2022
Subsidiaries 1.50 - 5.70 - - - - - 11,342,638 7,681,071 (7,609,293) (333,018) 11,081,398
Associate and joint venture 4.71 - 5.75 411,362 1,318,827 - (49,774) 1,680,415 - - - - -
Total 411,362 1,318,827 - (49,774) 1,680,415 11,342,638 7,681,071 (7,609,293) (333,018) 11,081,398
Less Current portion due
within one year - - (2,210,700) (2,153,749)
Short-term loan to - - (51,711) -
Allowance for expected
credit loss (11,819) (27,261) - -
Net 399,543 1,653,154 9,080,227 8,927,649

2021
Subsidiaries 1.50 - 4.50 - - - - - 10,520,795 5,045,843 (4,277,654) 53,654 11,342,638
Associate and joint venture 4.71 255,238 122,030 5,567 28,527 411,362 255,238 67,675 (328,480) 5,567 -
Total 255,238 122,030 5,567 28,527 411,362 10,776,033 5,113,518 (4,606,134) 59,221 11,342,638
Less Current portion due
within one year - - (2,094,306) (2,210,700)
Short-term loan to - - (438,000) (51,711)
Allowance for expected
credit loss (7,139) (11,819) (48,586) -
Net 248,099 399,543 8,195,141 9,080,227

The accompanying notes form an integral part of the financial statements. 32

 BCPG
BCPG PublicPublic Company
Company Limited
Limited and its and its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
ForFor
the the
yearyear ended 31 December 2022
ended 31 December 2022
Consolidated Separate
financial statements financial statements
2022 2021 2022 2021
(in thousand Baht)
Trade and other current payables
Parent 10,188 18,813 10,188 18,813
Subsidiaries - - 9,792 2,005
Other related party - 16 - 16
Total 10,188 18,829 19,980 20,834

Interest rate Consolidated financial statements Separate financial statements

At At At At At
Loans from 31 December 1 January Increase Decrease 31 December 1 January Increase 31 December
(% per annum) (in thousand Baht)
2022
Short-term loans from
Other related party - 17,237 - (17,237) - - - -

Long-term loans from

Subsidiaries 2.00 - - - - 249,000 - 249,000
Less Current portion
due within
one year - - - (249,000)
Net - - 249,000 -

2021
Short-term loans from
Other related party 2.83 - 17,237 - 17,237 - - -

Long-term loans from

Subsidiaries 2.00 - - - - 249,000 - 249,000

Significant agreements with related parties

Land rental agreements

The Company has entered into land rental agreement with Bangchak Corporation Public Company
Limited, for the purpose of 38-megawatt solar farm project at Bang Pa-In establishment and related
objectives. The agreement term is for a period of 22 years effective from 1 December 2015 to 30
November 2037. The rental fee is stipulated in the agreement.

The Company has entered into additional land rental agreement with Bangchak Corporation Public
Company Limited for the purpose of related objectives of solar farm project. The agreement term is for
a period of 21 years and 2 months effective from 1 October 2016 to 30 November 2037. The rental fee
is stipulated in the agreement.

Management and Information Technology service agreements

The Company has entered into management service agreement with Bangchak Corporation Public
Company Limited. The parent company is responsible for employee recruiting and managing
information system in order to provide general administration and information technology services to
the Company as stipulated.

33

The accompanying notes form an integral part of the financial statements.

BCPG Public Company Limited 221

BCPG Public
BCPG PublicCompany
Company Limited anditsits
Limited and Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Management service and solar farm operation agreements

The Company has entered into management service and operation for the solar farm project agreement
with certain subsidiary. The subsidiary is responsible for employee recruitment and provides the
equipment for solar electricity production in order to make solar farm continuously operate.

Management service agreements

The Company has entered into management service agreements with subsidiaries in Thailand and
overseas. The company is responsible for general administration services to the subsidiaries.

Power purchase agreement

The Company has entered into power purchase agreement to sell electricity with BBGI Bio Diesel
Co., Ltd. (Formerly: Bangchak Biofuel Co., Ltd.), a related party. The agreement term is 5 years
effective from 8 November 2018 to 7 November 2023 and shall be automatically renewed for a period
of 5 years with a total duration not over 25 years from the commercial operation date. The electricity
tariff is stipulated in the agreement.

Loan to agreements

The Company has unsecured loan agreements with its subsidiaries and the Company’s subsidiaries have
unsecured loan agreements with the associate and the joint venture for the purpose of the Group’s
business acquisition and investment with a repayment schedule, interest and conditions as stipulated in
the agreement. The outstanding loan balances as at 31 December are shown below.

Currency Loan outstanding balance

2022 2021
(in thousand Baht)
Subsidiaries
BCPG Indochina Co., Ltd. Baht 2,805,017 998,215
BSE Power Holding (Thailand) Co., Ltd. Baht 1,106,861 1,241,000
BCPG Investment Holdings Pte. Ltd. Yen 1,149,220 476,016
BCPG Investment Holdings Pte. Ltd. USD 114,585 992,571
BCPG Investment Holdings Pte. Ltd. TWD 69,093 31,727
BSE Energy Holdings Pte. Ltd. Yen 1,386,263 1,321,731
BCPG Japan Corporation Yen 1,356,492 1,862,110
Huang Ming Japan Company Limited Yen 528,026 588,181
Greenergy Holdings Pte. Ltd. Yen 2,515,541 3,766,675
Thai Digital Energy Development Co., Ltd. Baht - 51,711
BCPG Wind (Ligor) Co., Ltd. (Formerly: Lomligor Baht 50,300 12,700
Co., Ltd.)
Associate and joint venture
Impact Energy Asia Development Limited USD 652,183 411,362
Nam Tai Hydropower Co., Ltd. USD 1,028,232 -

The accompanying notes form an integral part of the financial statements.

222 Form 56-1 One Report 2022

34
 BCPG Public Company Limited and its Subsidiaries
BCPG Public
Notes to theCompany Limited and its Subsidiaries
financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

The Company and its subsidiaries entered into loans to agreement during the year 2022 as follows:

On 23 November 2021, the Company’s Board of Directors’ Meeting No. 12/2021 approved BCPG
Indochina Co., Ltd. (“BIC”), the Company’s subsidiary, to acquire 25% ordinary shares of Nam Tai
Hydropower Co., Ltd. (“Nam Tai”) from Phongsubthavy Group Sole Co., Ltd. (“Seller”) to invest in
transmission line system in the Lao People’s Democratic Republic with total amount of not exceeding USD
32 million. On 31 December 2021, BIC entered into the share purchase agreement and the consideration is
identified as electricity account receivable from Electricite du Laos (EDL) totaling USD 32 million
(See Note 6) which consists of USD 2.25 million for the share (See Note 8) and USD 29.75 million for the
loan to Nam Tai.

Subsequently, on 10 August 2022, all pre-conditions stipulated in the share purchase agreement was satisfied
by BIC and the seller. The electricity account receivable from Electricite du Laos (EDL) has been transferred
for the payment of share and loan to. The loan is unsecured with a repayment schedule, interest and
conditions as stipulated in the agreement. As of 31 December 2022, the outstanding balance of this loan is
USD 29.75 million.

Guarantee agreements

The Company entered into a guarantee agreement with BCPG Engineering Company in accordance with
solar power system operation and maintenance contract which BCPG Engineering Company has with
Tarumizu Solar Solutions Godo Kaisha in the event that BCPG Engineering Company causes damage
to the assets of the power plant of Tarumizu Solar Solutions Godo Kaisha and is not able to compensate.
The guarantee agreement has a guarantee limit amounting to JPY 28.02 million per annum, with a
guarantee facility totaling JPY 280.20 million, covering the period of operation and maintenance of
power system from solar energy contract. Under the conditions within the loan agreement between
Tarumizu Solar Solutions Godo Kaisha and certain financial institution in Japan, it is specified that the
parent company is responsible for the guarantee of possible damage loss.

The Company has entered into a guarantee agreement for a subsidiary’s loans from financial institutions,
in the amount not exceeding USD 172 million. As at 31 December 2022, the balance of loans from
financial institutions is USD 117.20 million (2021: USD 157.02 million) with a condition of installment
payment of principal and interest within the year 2030.

Loan from agreements

The Company has entered into unsecured loan agreements with subsidiaries for the purpose of working
capital with a repayment schedule, interest and conditions as stipulated in the agreements. The
outstanding balance of loans are Baht 249 million (2021: Baht 249 million).

The accompanying notes form an integral part of the financial statements.

BCPG Public Company Limited 223

35
BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

5 Cash and cash equivalents

Consolidated Separate
financial statements financial statements
At 31 December 2022 2021 2022 2021
(in thousand Baht)
Cash on hand 95 10 - -
Cash at banks - current accounts 1,019,784 613,065 16,011 15,900
Cash at banks - savings accounts 11,212,945 7,215,810 8,043,104 4,694,557
Highly liquid short-term investments 8,100,011 3,398,838 8,100,011 3,398,838
Total 20,332,835 11,227,723 16,159,126 8,109,295

As at 31 December 2022, subsidiaries have restricted deposits at financial institutions totaling Baht 851.49
million (2021: Baht 1,431.38 million) under the long-term loan agreements with several financial
institutions which require such subsidiaries to obtain a permission on withdrawal of restricted deposits
with the financial institutions. (See note 13)

6 Trade accounts receivable

Consolidated Separate
financial statements financial statements
At 31 December 2022 2021 2022 2021
(in thousand Baht)
Within credit terms 731,348 815,924 67,838 111,684
Overdue:
Less than 3 months 482,663 455,711 - -
3 - 6 months 336,954 330,728 - -
6 - 12 months 400,077 390,271 - -
Over 12 months 235,715 377,325 - -
Total 2,186,757 2,369,959 67,838 111,684
Less Allowance for expected credit loss (424,318) (53,297) - -
Net 1,762,439 2,316,662 67,838 111,684

Allowance for expected credit loss

At 1 January 53,297 14,477 - -
Addition 353,240 36,890 - -
Exchange differences on translating
financial statements 17,781 1,930 - -
At 31 December 424,318 53,297 - -

As disclosed in note 4, on 10 August 2022, the Group transferred electricity account receivable from
Electricite du Laos (EDL) amounting to USD 32 million (approximately Baht 1,133.77 million) to
Phongsubthavy Group Sole Co., Ltd. for the payment of share and loan to (this electricity account receivable
from Electricite du Laos (EDL) is a part of the Group’s trade accounts receivable in the statement of financial
position as at 31 December 2021).

In 2022, a trade account receivable of the Group has higher overdue balance, therefore the Group sets
up additional allowance for expected credit loss to reflect the credit risk of such account receivable.

The accompanying notes form an integral part of the financial statements.

224 Form 56-1 One Report 2022

36
BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

7 Investments in subsidiaries
Separate
financial statements
For the year ended 31 December 2022 2021
(in thousand Baht)
At 1 January 12,549,468 8,131,785
Additional investment 2,234,007 3,331,000
Disposal (7,985) -
Share of profit of subsidiaries 1,285,341 1,802,360
Dividends income (1,380,540) (932,130)
Profit elimination from sales of assets (76) (515)
Share of other comprehensive income of subsidiaries 25,782 15,398
Reclassification (21,959) -
Exchange differences on translating financial statements 191,960 201,570
At 31 December 14,875,998 12,549,468

On 24 March 2022, the Group established BCPG Formosa Two Co., Ltd., incorporated in Taiwan with
a registered ordinary share capital of TWD 1 million for the purpose of operating solar power plant.
BCPG Formosa Two Co., Ltd. is wholly owned by BCPG Formosa Co., Ltd. (“BCPGF”), the
Company’s indirect subsidiary, and its ordinary share capital has already been issued and fully paid-up.

In 2022, BCPGF acquired the ordinary shares of the following companies for the purpose of investing
in solar power plants in Taiwan according to the plan approved by the Company’s Board of Director.
The fair values of net assets acquired in the investments approximate their costs.

- On 6 May 2022, BCPGF entered into a share purchase agreement to acquire the whole ordinary
shares of BCPG Formosa One Co., Ltd. from Solar Piggy Inc., the project developer, for an amount
of TWD 26.25 million (approximately Baht 31.88 million). Subsequently, all conditions under the
agreement were satisfied and BCPGF made a payment for the shares on 13 July 2022.

- On 14 June 2022, BCPGF entered into a share purchase agreement to acquire the whole ordinary
shares of Jieyang Energy Co., Ltd. from Guorui Green Energy Co., Ltd., the project developer, for
an amount of TWD 1 million (approximately Baht 1.20 million). Subsequently, all conditions
under the agreement were satisfied and BCPGF made a payment for the shares on 3 August 2022.

- On 28 July 2022, BCPGF entered into a share purchase agreement to acquire the whole ordinary
shares of Ying-Chien Co., Ltd. from an individual, for an amount of TWD 3 million
(approximately Baht 3.68 million). Subsequently, all conditions under the agreement were satisfied
and BCPGF made a payment for the shares in the last quarter of 2022.

On 22 June 2022, the Extraordinary Shareholders’ Meeting of BCPG Investment Holdings Pte. Ltd.
(“BCPGI”), the Company’s subsidiary, approved an increase in the registered share capital by USD 218
million, from SGD 40,000 to SGD 40,000 and USD 218 million. BCPGI called up the share capital of
USD 32.85 million and the Company entered into the debt to equity conversion agreement for the
payment of the share capital by converting loans to BCPGI amounting to USD 32.64 million and interest
receivable amounting to USD 0.21 million to an investment in ordinary shares totaling USD 32.85
million (approximately Baht 1,161.94 million). In July 2022, BCPGI called up an additional share
capital of SGD 39,999 and USD 30 million (approximately Baht 1,072.07 million) and the Company
made a payment in full. The Company’s ownership interest in this subsidiary has still been at 100%.

The accompanying notes form an integral part of the financial statements.

37 BCPG Public Company Limited 225
BCPG Public
BCPG Company
Public CompanyLimited
Limitedand
andits
its Subsidiaries
Subsidiaries
NotesNotes
to the to
financial statements
the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
In 2022, the Group dissolved 6 indirect subsidiaries which were dormant companies in Japan including
Godo Kaisha Aten, Godo Kaisha Natosi, Godo Kaisha Mithra, Nagi PV Godo Kaisha, Nikaho PV Godo
Kaisha and J1 Investor Godo Kaisha.

On 15 November 2022, the Board of directors meeting no. 12/2022 approved the acquisition of all shares
in Asia Link Terminal Co., Ltd. from Pan Asia Storage & Terminal Co., Ltd. for an amount of not
exceeding Baht 9,000 million. On 30 December 2022, the Company had already entered into the share
purchase agreement and anticipates this transaction will be completed approximately in March 2023,
provided that all condition precedents specified are satisfied or waived by relevant parties. The
Company’s management views that the acquisition of this company, which operates an oil terminal and
seaport business in Phetchaburi Province, is the investment in public utility infrastructure platform
supporting the energy sector and other businesses in the future.

On 8 December 2022, the Company sold 80,000 ordinary shares of Prathumwan Smart District Cooling
Co., Ltd. to Keppel DHCS Pte. Ltd., which is a co-investor and not the Group’s related party, for a
consideration of Baht 8 million. The Group and the Company recognised gain on this disposal of Baht
0.31 million and Baht 0.01 million, respectively. Consequently, the Company’s ownership interest in
Prathumwan Smart District Cooling Co., Ltd has decreased from 60% to 44% and is reclassified from
investment in subsidiary to investment in associate.

38

The accompanying notes form an integral part of the financial statements.

226 Form 56-1 One Report 2022

 BCPG Public Company Limited and its Subsidiaries
Notes to the financial statements
For the year ended 31 December 2022
BCPG Public Company Limited and its Subsidiaries
Notes to the financial statements
Investments
For subsidiaries
the yearin ended as at 31 December
31 December 2022 2022 and 2021, and dividend income from these investments for the year ended 31 December were as follows:
Separate financial statements
Ownership Dividend income
Nature of business interest Paid-up capital Cost Equity method for the year
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
(%) (in thousand Baht)
Subsidiaries
Bangchak Solar Energy Co., Ltd. Solar power plant 100 100 1,800,000 1,800,000 1,930,500 1,930,500 2,496,025 2,536,096 594,000 -
Bangchak Solar Energy (Prachinburi) Co., Ltd. Solar power plant 100 100 1,400,000 1,400,000 1,429,785 1,429,785 693,121 780,158 268,100 312,900
Bangchak Solar Energy (Chaiyaphum1) Co., Ltd. Solar power plant 100 100 585,000 585,000 600,545 600,545 692,793 664,187 139,620 169,650
Bangchak Solar Energy (Buriram) Co., Ltd. Solar power plant 100 100 626,650 626,650 642,713 642,713 392,734 615,455 123,443 138,920
Bangchak Solar Energy (Buriram1) Co., Ltd. Solar power plant 100 100 634,950 634,950 651,225 651,225 742,892 719,554 118,957 146,880
Bangchak Solar Energy
(Nakhonratchasima) Co., Ltd. Solar power plant 100 100 570,000 570,000 586,069 586,069 678,215 648,833 136,420 163,780
BCPG Investment Holdings Pte. Ltd. Holding company 100 100 2,234,007 - 2,234,007 - 3,290,758 964,363 - -
Thai Digital Energy Development Co., Ltd. Solar rooftop 75 75 200,000 200,000 149,999 149,999 147,162 140,977 - -
BCPG Indochina Co., Ltd. Holding company 100 100 4,351,000 4,351,000 4,351,000 4,351,000 5,140,932 5,031,032 - -
BCPG Wind (Ligor) Co., Ltd.* Wind power plant 100 100 250,000 250,000 236,459 236,459 218,022 231,777 - -
BSE Power Holding (Thailand) Co., Ltd. Holding Company 100 100 1,000 1,000 1,000 1,000 383,344 186,869 - -
Prathumwan Smart District Cooling Co., Ltd. Installing and managing
District Cooling system - 60 - 50,000 - 31,107 - 30,167 - -
Total 12,813,302 10,610,402 14,875,998 12,549,468 1,380,540 932,130

* Formerly: Lomligor Co., Ltd.

None of the Company’s equity-accounted investee is publicly listed and consequently does not have published price quotations.

The Group’s subsidiaries were incorporated in Thailand except BCPG Investment Holding Pte. Ltd. which was incorporated in Singapore.

39

BCPG Public Company Limited

227
The accompanying notes form an integral part of the financial statements.
BCPG Public
BCPG Company
Public CompanyLimited anditsitsSubsidiaries
Limited and Subsidiaries
Notes Notes
to the to
financial statements
the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

Companies under the Company’s subsidiaries included in the preparation of the consolidated financial
statements are:

Country of
Company’s name Nature of business incorporation Ownership interest
2022 2021
(%)
Held by subsidiaries
BSE Energy Holdings Pte. Ltd. Holding company Singapore 100 100
BCPG Japan Corporation Project development, construction and Japan 100 100
operation management and manage
investments in
power plant project in Japan
Greenergy Holdings Pte. Ltd. Investment in Japan’s solar project as Singapore 100 100
TK investor
Greenergy Power Pte. Ltd. Investment in Japan’s solar project as Singapore 100 100
TK investor
Tarumizu Solar Solutions Godo Kaisha Asset management for solar power plant Japan 51 51
Nakatsugawa PV Godo Kaisha Solar power plant Japan -(1) -(1)
Godo Kaisha Inti For future business operation Japan 100 100
Takamori PV Godo Kaisha Solar power plant Japan -(1) -(1)
Nojiri PV Godo Kaisha Solar power plant Japan -(1) -(1)
Godo Kaisha Aten For future business operation Japan - 100
Nikaho PV Godo Kaisha For future business operation Japan - 100
Gotenba 2 PV Godo Kaisha Solar power plant Japan 100 100
Kichisawa PV Godo Kaisha Solar power plant project Japan -(1) -(1)
Yabuki PV Godo Kaisha Solar power plant project Japan -(1) -(1)
Komagane PV Godo Kaisha Solar power plant project Japan -(1) -(1)
Godo Kaisha Phoenix Land holder for solar power plant project Japan 100 100
under construction in Japan
Gotenba 1 PV Godo Kaisha Solar power plant Japan 100 100
Komagane Land Lease Godo Kaisha Land holder for solar power plant project Japan 100 100
under construction in Japan
Nagi PV Godo Kaisha For future business operation Japan - 100
Godo Kaisha Natosi For future business operation Japan - 100
Godo Kaisha Mithra For future business operation Japan - 100
Nagi Land Lease Godo Kaisha For future business operation Japan 100 100
Godo Kaisha Dazbog For future business operation Japan 100 100
Godo Kaisha Narang For future business operation Japan 100 100
Godo Kaisha Malina For future business operation Japan 100 100
Godo Kaisha Legba For future business operation Japan 100 100
J2 Investor Godo Kaisha Investment in Japan’s solar project as Japan 100 100
TK investor
J1 Investor Godo Kaisha Investment in Japan’s solar project as Japan - 100
TK investor
BCPG Engineering Company Operates as a EPC contractor and Japan 100 100
provides operation and maintenance
services (O&M) for solar power plants
Godo Kaisha Tarumi Takatoge Solar power plant Japan -(1) -(1)
Huang Ming Japan Company Limited Land holder for solar power plant project Japan 100 100
under construction in Japan
BCPG Wind Cooperatief U.A. Holding company Netherland 100 100
Nam San 3A Power Sole Co., Ltd. Hydropower plant Laos 100 100
Nam San 3B Power Sole Co., Ltd. Hydropower plant Laos 100 100
BSE Power (Kanchanaburi) Co., Ltd. (2) Solar power plant Thailand 99.99 99.99
BSE Power (Kanchanaburi 1) Co., Ltd. (3) Solar power plant Thailand 99.99 99.99
BSE Power Co., Ltd. (4) Holding company Thailand 99.99 99.99
BSE Power (Lopburi) Co., Ltd. (5) Solar power plant Thailand 99.99 99.99
BSE Power (Prachinburi) Co., Ltd. (6) Solar power plant Thailand 99.99 99.99
Indochina Development and Operation Holding company Singapore 100 100
Holdings Pte. Ltd.

The accompanying notes form an integral part of the financial statements.

228 Form 56-1 One Report 2022 40

BCPG Public Company Limited and its Subsidiaries
Notes to the financial statements
BCPG
For thePublic Company
year ended Limited and
31 December its Subsidiaries
2022
Notes to the financial statements
For the year ended 31 December 2022
Country of
Company’s name Nature of business incorporation Ownership interest
2022 2021
(%)
Held by subsidiaries (continued)
BCPG Formosa Co., Ltd. Holding company Taiwan 100 100
BCPG Formosa Two Co., Ltd. Solar power plant Taiwan 100 -
BCPG Formosa One Co., Ltd. Solar power plant Taiwan 100 -
Jieyang Energy Co., Ltd. Solar power plant Taiwan 100 -
Ying-Chien Co., Ltd. Solar power plant Taiwan 100 -

(1)
Invest as a TK investor under the investment structure of GK-TK
(2)
Formerly: RPV Energy Co., Ltd.
(3)
Formerly: JKR Energy Co., Ltd.
(4)
Formerly: Aquatist Energy Co., Ltd.
(5)
Formerly: Lopburi Solar Co., Ltd.
(6)
Formerly: Prachin Solar Co., Ltd.

8 Investments in associates and joint ventures

Consolidated Separate
financial statements financial statements
For the year ended 31 December 2022 2021 2022 2021
(in thousand Baht)
At 1 January 13,485,809 11,722,752 12,295,370 10,594,884
Additional investment 189,522 - 62,500 -
Share of profit of associates and joint
ventures 129,665 599,981 97,084 576,613
Disposal (12,147,623) - (12,147,623) -
Dividends income - (100,508) - (100,508)
Share of other comprehensive income
(loss) of associates and joint
ventures (260) 7,689 - 7,552
Reclassification 21,147 - 21,959 -
Exchange differences on translating
financial statements (336,532) 1,255,895 (255,942) 1,216,829
At 31 December 1,341,728 13,485,809 73,348 12,295,370

On 3 March 2022, the Company sold the whole investment in Star Energy Group Holdings Pte. Ltd. to
Springhead Holdings Pte. Ltd., which is not the Group’s related party, for a consideration of USD 440
million (approximately Baht 14,551.32 million). The investment cost using equity method on that date
is Baht 12,147.62 million. The Company recognised loss which previously recognised in other
comprehensive income amounting to Baht 321.14 million and expenses related to disposal amounting
to Baht 51.69 million. Consequently, the Group and the Company recognised a net gain on disposal of
an investment of Baht 2,030.87 million.

In March 2022, the Company invested in 6.25 million ordinary shares of Oam Suk Social Enterprise
Co., Ltd. which is 49.60% of total issued and paid-up shares. The Company had already made the
payment of Baht 62.50 million. The fair value of net assets acquired at the proportionate interest in the
investment approximates its cost.

The accompanying notes form an integral part of the financial statements.41

BCPG Public Company Limited 229

BCPG Public
BCPG PublicCompany Limitedand
Company Limited anditsits Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
As disclosed in note 4, on 10 August 2022, all pre-conditions stipulated in the share purchase agreement
was satisfied by BCPG Indochina Co., Ltd. and Phongsubthavy Group Sole Co., Ltd. (“Seller”). The
Group transferred electricity account receivable from Electricite du Laos (EDL) to the seller for the
settlement of Nam Tai’s shares of USD 2.25 million (approximately Baht 79.72 million) and the shares
were transferred. The Group had transaction costs relating to this investment amounting to USD 0.28
million (approximately Baht 10.04 million) including in the cost of the investment. This acquisition
results in 50% right to receive revenue and business benefits relating to the development of 220-kilovolt
electric transmission line system and substation on Nam Tai Hydropower project in the Lao People’s
Democratic Republic which will be connected to Vietnam Electricity’s (EVN) electric transmission line
system at the border of both countries.

On 22 November 2022, the Board of Directors’ meeting of PetroWind Energy Inc.,which is a joint
venture of BCPG Wind Cooperatief U.A. ( “BCPGW”), approved the call- up share capital of PHP
147.63 million. BCPGW made the payment of 40% ownership interest amounting to PHP 59.07 million
(approximately Baht 37.49 million).

As disclosed in note 7, on 8 December 2022, the Company sold ordinary shares of Prathumwan Smart
District Cooling Co., Ltd. Consequently, the Company’s ownership interest in Prathumwan Smart
District Cooling Co., Ltd. has decreased from 60% to 44% and is reclassified from investment in
subsidiary to investment in associate.

The accompanying notes form an integral part of the financial statements.

230 Form 56-1 One Report 2022

42
 BCPG Public Company Limited and its Subsidiaries
Notes to the financial statements
For the year ended 31 December 2022
BCPG Public Company Limited and its Subsidiaries
Notes to the financial statements
Investments in associates and joint ventures as at 31 December 2022 and 2021, and dividend income from these investments for the year ended 31 December were as follows:
For the year ended 31 December 2022
Consolidated financial statements
Country of Ownership Dividend income
Note Nature of business incorporation interest Paid-up capital Cost Equity method for the year
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
(%) (in thousand Baht)
Direct associates
Star Energy Group Geothermal power
Holdings Pte. Ltd. plant Indonesia - 33.33 - 25,213,740 - 10,948,896 - 12,295,370 - 100,508
Prathumwan Smart Installing and
District Cooling managing District
Co., Ltd. 7 Cooling system Thailand 44.00 - 50,000 - 22,000 - 21,147 - - -
Oam Suk Social Social enterprise
Enterprise Co., Ltd. Thailand 49.60 - 126,000 - 62,500 - 51,389 - - -
84,500 10,948,896 72,536 12,295,370 - 100,508
Indirect associate
Nam Tai Hydropower Hydro power plant
Co., Ltd. * and transmission line Laos 25.00 - 318,873 - 89,763 - 86,883 - - -
89,763 - 86,883 - - -
Indirect joint
ventures
PetroWind Energy
Inc. Wind power plant Philippines 40.00 40.00 987,936 894,790 1,227,697 921,573 1,182,309 1,190,439 - -
Impact Energy Asia
Development
Limited Wind power plant Hong Kong 45.00 45.00 1 1 - - - - - -
1,227,697 921,573 1,182,309 1,190,439 - -
Total 1,401,960 11,870,469 1,341,728 13,485,809 - 100,508
BCPG Public Company Limited

* The principal business of Nam Tai Hydropower Co., Ltd. (“Nam Tai”) is hydro power plant and transmission line system. The Group acquires 25% of Nam Tai. This acquisition is a joint control over
transmission line system business resulting in 50% right to receive revenue and business benefits relating to transmission line system business.

None of the Group’s equity-accounted investee is publicly listed and consequently does not have published price quotations.

43
231

The accompanying notes form an integral part of the financial statements.

 BCPG Public Company Limited and its Subsidiaries
NotesBCPG
to thePublic
financial statements
Company Limited and its Subsidiaries
232 Form 56-1 One Report 2022

For the year ended 31 December 2022

Notes to the financial statements
For the year ended 31 December 2022
Separate financial statements
Nature of Country of Dividend income
Note business incorporation Ownership interest Paid-up capital Cost Equity method for the year
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
(%) (in thousand Baht)
Direct associates
Star Energy Group Geothermal
Holdings Pte. Ltd. power plant Indonesia - 33.33 - 25,213,740 - 10,948,896 - 12,295,370 - 100,508
Prathumwan Smart Installing and
District Cooling managing
Co., Ltd. 7 District Cooling
system Thailand 44.00 - 50,000 - 22,000 - 21,959 - - -
Oam Suk Social Social
Enterprise Co., Ltd. enterpise Thailand 49.60 - 126,000 - 62,500 - 51,389 - - -
84,500 10,948,896 73,348 12,295,370 - 100,508

None of the Company’s equity-accounted investee is publicly listed and consequently does not have published price quotations.

44
The accompanying notes form an integral part of the financial statements.
 BCPG Public Company Limited and its Subsidiaries
BCPG
Notes to Public
the Company
financial Limited and its Subsidiaries
statements
Notes to the financial statements
For
Forthe
theyear
year ended
ended 31
31 December 2022
December 2022

9 Property, plant and equipment

Consolidated financial statements

Land
improvement Machinery
and and Office Assets under
Land Buildings infrastructure equipment equipment Vehicles construction Total
(in thousand Baht)
Cost
At 1 January 2021 899,260 342,170 1,275,940 12,230,913 242,176 20,760 3,301,667 18,312,886
Additions 12,145 - - 10,117 982 880 3,540,987 3,565,111
Transfers 16,144 7,589 764,151 1,891,622 76 - (2,679,582) -
Disposals / Write-offs - - - (98,178) - - (725) (98,903)
Reclassification - - - 35,411 (35,411) - - -
Exchange differences on translating
financial statements (703) 279 (7,008) (9,529) 162 - (15,495) (32,294)
At 31 December 2021 and
1 January 2022 926,846 350,038 2,033,083 14,060,356 207,985 21,640 4,146,852 21,746,800
Additions - - 3,153 4,110 2,998 1,011 1,457,330 1,468,602
Transfers - 21,530 1,292,721 3,465,600 7,504 - (4,787,355) -
Disposals / Write-offs - - - (1,754) (620) - (700) (3,074)
Reclassification - - 369 (22,313) 21,944 - (29,945) (29,945)
Exchange differences on translating
financial statements (42,310) (1,350) (94,065) (437,862) (1,406) (184) (269,548) (846,725)
At 31 December 2022 884,536 370,218 3,235,261 17,068,137 238,405 22,467 516,634 22,335,658
BCPG Public Company Limited
233

The accompanying notes form an integral part of the financial statements.

45
BCPG Public Company Limited and its Subsidiaries
Notes BCPG
to the Public
financial statements
Company Limited and its Subsidiaries
234 Form 56-1 One Report 2022

For the year ended 31 December 2022

Notes to the financial statements
For the year ended 31 December 2022
Consolidated financial statements
Land
improvement
and Machinery and Office Assets under
Land Buildings infrastructure equipment equipment Vehicles construction Total
(in thousand Baht)
Accumulated depreciation and
impairment
At 1 January 2021 - 70,331 337,670 3,063,911 158,650 14,502 - 3,645,064
Depreciation charge for the year - 16,639 68,008 610,073 12,623 2,370 - 709,713
Impairment losses - - - 49,297 - - - 49,297
Transfers - - 52,224 (52,224) - - - -
Disposals / Write-offs - - - (28,806) - - - (28,806)
Reclassification - - - 126 (126) - - -
Exchange differences on translating
financial statements - 32 (78) (241) 36 3 - (248)
At 31 December 2021 and
1 January 2022 - 87,002 457,824 3,642,136 171,183 16,875 - 4,375,020
Depreciation charge for the year - 16,965 154,447 766,934 10,365 2,009 - 950,720
Impairment losses - - - - - - 48,023 48,023
Disposals / Write-offs - - - (1,115) (620) - - (1,735)
Reclassification - - - (3,706) 3,706 - - -
Exchange differences on translating
financial statements - (102) (4,463) (40,325) (1,187) (163) (3,991) (50,231)
At 31 December 2022 - 103,865 607,808 4,363,924 183,447 18,721 44,032 5,321,797

Net book value

At 1 January 2021 899,260 271,839 938,270 9,167,002 83,526 6,258 3,301,667 14,667,822
At 31 December 2021 and
1 January 2022 926,846 263,036 1,575,259 10,418,220 36,802 4,765 4,146,852 17,371,780
At 31 December 2022 884,536 266,353 2,627,453 12,704,213 54,958 3,746 472,602 17,013,861

Capitalised borrowing costs relating to the acquisition of the land and the construction of the solar plants for the Group are amounted to Baht 9.72 million (2021: Baht
1.94 million).

46
The accompanying notes form an integral part of the financial statements.
 BCPG Public
BCPG Company
Public CompanyLimited anditsitsSubsidiaries
Limited and Subsidiaries
NotesNotes
to the to
financial statements
the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

During the year 2022, the Group’s management evaluates that a solar power plant project in Japan with the power purchase agreement capacity of 10 megawatts
(“Project”), which is in the process of applying for the relevant permits to start the construction, may not be obtained the permits on time. This leads to a decrease in
Feed-in Tariff of the Project and consequently impacts to the possibility of continuing the project. Thus, the Group recognised an impairment loss of the project’s assets,
which cannot be used for other purposes and have no recoverable amount, and also the future obligation from contractual commitment, such as assets under construction
(including in property, plant and equipment) amounting to JPY 168.76 million (approximately Baht 48.02 million), intangible assets amounting to JPY 704.85 million
(approximately Baht 200.58 million), other non-current assets amounting to JPY 64.64 million (approximately Baht 18.40 million), and the unavoidable future obligation
if the project is cancelled amounting to JPY 0.30 million (approximately Baht 0.08 million), totaling JPY 938.55 million (approximately Baht 267.08 million).

During the year 2021, the Company’s subsidiary improved its equipment to increase the efficiency of electricity production by using single-axis solar tracking system
and the equipment, which was removed, still had remaining useful lives and had not been disposed. The management assessed an impairment indicator and performed
impairment test on this equipment by comparing the recoverable amount with value-in-use and fair value less cost to disposal method. The value-in-use model involved
management’s significant judgements in the assumptions applied, which were the estimated electricity tariff, growth rate and discount rate to be applied to projected
cash flows. The fair value less cost to disposal was determined using a market approach. Resulting from the impairment testing, the equipment’s book value was more
than its recoverable amount. Therefore, the Group recognised impairment loss amounting to Baht 49.30 million in the consolidated statement of income for the year
ended 31 December 2021.

Security

At 31 December 2022, the Group’s land, buildings, machinery and equipment with a net book value of Baht 9,173.67 million (2021: Baht 9,800.29 million) were used
as collateral to secure loans from financial institutions. (See note 13)
BCPG Public Company Limited
235

The accompanying notes form an integral part of the financial statements. 47

 BCPG Public
BCPG Company
Public CompanyLimited anditsitsSubsidiaries
Limited and Subsidiaries
236 Form 56-1 One Report 2022

NotesNotes
to the to
financial statements
the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

Separate financial statements

Land
improvement
and Machinery and Office Assets under
Buildings infrastructure equipment equipment Vehicles construction Total
(in thousand Baht)
Cost
At 1 January 2021 70,766 276,168 3,464,617 49,923 4,605 45,855 3,911,934
Additions - - 983 579 - 24,555 26,117
Transfers - 490 57,458 - - (57,948) -
Disposals / Write-offs - - - - - (25) (25)
At 31 December 2021 and
1 January 2022 70,766 276,658 3,523,058 50,502 4,605 12,437 3,938,026
Additions - - 302 1,964 - 24,580 26,846
Transfers - 21,882 3,789 7,388 - (33,059) -
Disposals / Write-offs - - - (509) - - (509)
At 31 December 2022 70,766 298,540 3,527,149 59,345 4,605 3,958 3,964,363

The accompanying notes form an integral part of the financial statements. 48

 BCPG
BCPG Public
Public CompanyLimited
Company Limited and
andits
itsSubsidiaries
Subsidiaries
NotesNotes
to the to the financial
financial statements
statements
Foryear
For the theended
year ended 31 December
31 December 2022 2022

Separate financial statements

Land
improvement
and Machinery Office Assets under
Buildings infrastructure and equipment equipment Vehicles construction Total
(in thousand Baht)
Accumulated depreciation
At 1 January 2021 12,434 64,035 776,884 31,126 4,023 - 888,502
Depreciation charge for the year 5,147 14,901 167,227 5,964 272 - 193,511
At 31 December 2021 and
1 January 2022 17,581 78,936 944,111 37,090 4,295 - 1,082,013
Depreciation charge for the year 4,262 16,689 168,070 5,093 205 - 194,319
Disposals / Write-offs - - - (509) - - (509)
At 31 December 2022 21,843 95,625 1,112,181 41,674 4,500 - 1,275,823

Net book value

At 1 January 2021 58,332 212,133 2,687,733 18,797 582 45,855 3,023,432
At 31 December 2021 and
1 January 2022 53,185 197,722 2,578,947 13,412 310 12,437 2,856,013
At 31 December 2022 48,923 202,915 2,414,968 17,671 105 3,958 2,688,540

Security

At 31 December 2022, the Company’s buildings, machinery and equipment with a net book value of Baht 2,400.99 million (2021: Baht 2,550.49 million) were used as
BCPG Public Company Limited

collateral to secure loans from financial institutions. (See note 13)

237

The accompanying notes form an integral part of the financial statements.

49
BCPGPublic
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
10 Leases

Consolidated Separate
Right-of-use assets financial statements financial statements
At 31 December 2022 2021 2022 2021
(in thousand Baht)
Land 711,011 333,268 104,373 91,818
Buildings 82,006 91,194 72,531 78,533
Vehicles 11,041 8,294 8,549 6,745
Total 804,058 432,756 185,453 177,096

In 2022, additions of the Group and the Company’s right-of-use assets were Baht 450.25 million and
Baht 6.28 million, respectively (2021: additions of the Group and the Company’s right-of-use assets
were Baht 70.62 million and Baht 49.30 million, respectively).

Extension options

Some property leases contain extension options exercisable by the Group up to one year before the
end of the non-cancellable contract period. Where practicable, the Group seeks to include extension
options in new leases to provide operational flexibility. The extension options held are exercisable
only by the Group and not by the lessors. The Group assesses at lease commencement date whether
it is reasonably certain to exercise the extension options. The Group reassesses whether it is
reasonably certain to exercise the options if there is a significant event or significant changes in
circumstances within its control.

Consolidated Separate
financial statements financial statements
For the year ended 31 December 2022 2021 2022 2021
(in thousand Baht)
Amounts recognised in profit or loss
Depreciation of right-of-use assets:
- Land 18,334 13,299 6,652 5,769
- Buildings 15,666 13,191 6,003 3,637
- Vehicles 3,532 1,940 2,869 1,770
Interest expenses on lease liabilities 15,972 8,341 6,248 5,531
Expenses relating to short-term leases 3,380 2,658 - 471
Expenses relating to leases of low-value assets 2,647 2,287 1,304 1,059

In 2022, total cash outflow for leases of the Group and the Company were Baht 42.37 million and
Baht 16.32 million, respectively (2021: Baht 36.62 million and Baht 12.88 million, respectively).

The accompanying notes form an integral part of the financial statements.

238 Form 56-1 One Report 2022

50
BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

11 Goodwill

Consolidated
financial statements
2022 2021
(in thousand Baht)
Cost
At 1 January 585,968 526,655
Exchange differences on translating
financial statements 20,032 59,313
At 31 December 606,000 585,968

Net book value

At 31 December 606,000 585,968

Impairment testing for CGUs containing goodwill

The CGUs or the Group’s CGUs are as follows.

Consolidated
financial statements
2022 2021
(in thousand Baht)
CGU 1 - Subsidairy, Nam San 3A Power Sole Co., Ltd. 330,130 319,218
CGU 2 - Subsidairy, Nam San 3B Power Sole Co., Ltd. 275,870 266,750
Total 606,000 585,968

The recoverable amounts of the CGUs containing goodwill are based on discounted future cash flows. The
key assumptions are based on the concession agreements, power purchase agreements, estimated
production unit of electricity, with reference to historical data and external sources such as inflation and
exchange rate.

CGU 1 CGU 2
2022 2021 2022 2021
(%)
Inflation 2.5 2.5 2.5 2.5
Discount rate 8.5 8.0 8.5 8.0

The discount rate is the weighted average after-tax cost of capital by using Capital Asset Pricing Model
(CAPM). The discount rate of equity refers to risk free rate derived from long-term U.S. treasury bond
yield. The adjustment for market risk premium to reflect risk of equity investment and country risk
premium is also taking into consideration.

The estimated recoverable amount of each CGU exceeds its carrying amount, therefore no impairment loss
is recognised at 31 December 2022 (2021: nil).

The management has also conducted sensitivity test by increasing discount rate or inflation by 0.6% and
found no impairment for goodwill.

The accompanying notes form an integral part of the financial statements.

51 BCPG Public Company Limited 239
 BCPG Public
BCPGPublic Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes
For thetoyear financial
the ended 31 December
statements2022
For the year ended 31 December 2022
12 Intangible assets

Consolidated financial statements

240 Form 56-1 One Report 2022

Power
purchase
Right to use agreement
and cost of Right to and assets
development connect power Power under Intangible
of computer distribution purchase concession assets under
software system agreement agreement Land right development Total
(in thousand Baht)
Cost
At 1 January 2021 48,382 65,303 2,531,683 8,290,240 22,082 371,543 11,329,233
Additions 1,192 - - - - 5,532 6,724
Transfers 4,587 161,070 - - - (165,657) -
Write-offs - - (224) - - (3,233) (3,457)
Exchange differences on
translating financial statements - (1,670) (203) 933,653 - 1,603 933,383
At 31 December 2021
and 1 January 2022 54,161 224,703 2,531,256 9,223,893 22,082 209,788 12,265,883
Additions 22 9,159 - - - 146,687 155,868
Transfers 6,355 - - - - (6,355) -
Reclassification - 30,087 - - (22,082) (142) 7,863
Exchange differences on
translating financial statements (427) (20,420) (145,481) 315,330 - (27,692) 121,310
At 31 December 2022 60,111 243,529 2,385,775 9,539,223 - 322,286 12,550,924

The accompanying notes form an integral part of the financial statements. 52

 BCPG Public Company Limited and its Subsidiaries
BCPG Public
Notes to Company
the financial Limited and its Subsidiaries
statements
Notes to the financial statements
For
Forthe
theyear
yearended
ended3131 December
December 2022
2022

Consolidated financial statements

Power
purchase
Right to use agreement
and cost of Right to and assets
development of connect power Power under Intangible
computer distribution purchase concession assets under
software system agreement agreement Land right development Total
(in thousand Baht)
Accumulated amortisation and
impairment
At 1 January 2021 29,310 13,714 124,639 372,537 1,991 - 542,191
Amortisation for the year 9,385 4,590 64,232 363,007 883 - 442,097
Exchange differences on
translating financial statements (3) (21) (78) 58,107 - - 58,005
At 31 December 2021
and 1 January 2022 38,692 18,283 188,793 793,651 2,874 - 1,042,293
Amortisation for the year 7,817 12,683 97,620 397,958 - - 516,078
Impairment loss - - - - - 200,577 200,577
Reclassification - - - - (2,874) - (2,874)
Exchange differences on
translating financial statements (424) (1,439) (14,199) 21,296 - (16,673) (11,439)
At 31 December 2022 46,085 29,527 272,214 1,212,905 - 183,904 1,744,635

Net Book Value

At 1 January 2021 19,072 51,589 2,407,044 7,917,703 20,091 371,543 10,787,042
At 31 December 2021 and
1 January 2022 15,469 206,420 2,342,463 8,430,242 19,208 209,788 11,223,590
At 31 December 2022 14,026 214,002 2,113,561 8,326,318 - 138,382 10,806,289

BCPG Public Company Limited

241
The accompanying notes form an integral part of the financial statements.
53
BCPG Public Company Limited and its Subsidiaries
Notes
BCPGtoPublic
the financial
Company statements
Limited and its Subsidiaries
For the year ended 31 December
Notes to the financial statements2022
For the year ended 31 December 2022
Separate financial statements
Right to use Right to
and cost of connect
development power Intangible
of computer distribution assets under
software system Land right development Total
(in thousand Baht)
Cost
At 1 January 2021 42,189 23,460 22,082 3,710 91,441
Additions - - - 1,649 1,649
Transfers 4,587 - - (4,587) -
At 31 December 2021 and
1 January 2022 46,776 23,460 22,082 772 93,090
Additions 22 - - 7,105 7,127
Transfers 1,620 - - (1,620) -
Reclassification - - (22,082) - (22,082)
At 31 December 2022 48,418 23,460 - 6,257 78,135

Accumulated amortisation
At 1 January 2021 24,307 4,745 1,991 - 31,043
Amortisation for the year 8,458 1,050 884 - 10,392
At 31 December 2021 and
1 January 2022 32,765 5,795 2,875 - 41,435
Amortisation for the year 6,890 1,050 - - 7,940
Reclassification - - (2,875) - (2,875)
At 31 December 2022 39,655 6,845 - - 46,500

Net book value

At 1 January 2021 17,882 18,715 20,091 3,710 60,398
At 31 December 2021 and
1 January 2022 14,011 17,665 19,207 772 51,655
At 31 December 2022 8,763 16,615 - 6,257 31,635

The accompanying notes form an integral part of the financial statements.

54
242 Form 56-1 One Report 2022
BCPG PublicCompany
BCPG Public Company Limited
Limited and
and its its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
13 Interest-bearing liabilities
Consolidated Separate
financial statements financial statements
At 31 December Note 2022 2021 2022 2021
(in thousand Baht)
Current
Current portion of long-term loans
from financial institutions
- Secured 654,909 2,147,159 - 1,537,082
- Unsecured 1,883,539 1,379,903 1,883,539 1,379,903
2,538,448 3,527,062 1,883,539 2,916,985
Current portion of long-term loans
from a related parties
- Unsecured 4 - - 249,000 -

Short-term loans from a related party

- Unsecured 4 - 17,237 - -

Total current 2,538,448 3,544,299 2,132,539 2,916,985

Non-current
Long-term loans from
financial institutions
- Secured 7,211,081 5,311,840 - 5,311,840
- Unsecured 2,684,592 8,277,139 2,684,592 1,422,672
9,895,673 13,588,979 2,684,592 6,734,512

Long-term loans from

related parties
- Unsecured 4 - - - 249,000

Debentures 11,984,676 11,984,575 11,984,676 11,984,575

Total non-current 21,880,349 25,573,554 14,669,268 18,968,087

Total 24,418,797 29,117,853 16,801,807 21,885,072

In September 2021, the Company has issued and sold Green Bonds to institution investors and high net
worth investors with named-registered, unsubordinated, unsecured and debentured holders’
representative that are divided into five tranches at a par value of Baht 1,000 and interest is payable
semi-annually, amounting to Baht 12,000 million. The debentures consist of:
1) Baht 2,000 million for a 3-year maturity with an interest rate of 1.64% per annum
2) Baht 1,000 million for a 5-year maturity with an interest rate of 2.14% per annum
3) Baht 1,000 million for a 7-year maturity with an interest rate of 2.51% per annum
4) Baht 4,000 million for a 10-year maturity with an interest rate of 3.31% per annum
5) Baht 4,000 million for a 12-year maturity with an interest rate of 3.61% per annum

The accompanying notes form an integral part of the financial statements.

55 BCPG Public Company Limited 243
BCPG Public
BCPG PublicCompany
Company Limited and
Limited and itsits Subsidiaries
Subsidiaries
NotesNotes
to thetofinancial statements
the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

At 31 December 2022, the Group’s effective interest rate on loans from financial institutions and
debentures were 1.25% - 7.97% per annum and 1.70% - 3.63% per annum, respectively (2021: effective
interest rate on loans from financial institutions were 1.23% - 5.85% per annum and 1.70% - 3.63% per
annum).

Loans from financial institutions contain certain conditions such as maintaining certain level of financial
ratios and right transfer. These loans are secured by the Company, investments in subsidiaries, and
subsidiaries’ assets.

The movements of long-term loans from financial institutions during the year can be analysed as follows:

Consolidated Separate
For the year ended financial statements financial statements
31 December 2022 2021 2022 2021
(in thousand Baht)
At 1 January 17,116,041 24,897,141 9,651,497 17,398,648
Drawdowns 2,501,184 3,136,091 157,663 3,136,091
Repayments (6,981,059) (12,058,516) (4,832,978) (11,440,031)
Transaction costs capitalised (7,494) - - -
Amortisation - transaction
costs capitalised 43,216 52,284 15,320 38,349
Effect of movements in
exchange rates (437,282) 545,070 (423,371) 518,440
Exchange differences on
translating financial
statements 199,515 543,971 - -
At 31 December 12,434,121 17,116,041 4,568,131 9,651,497

The movements of debentures for the year can be analysed as follows:

Consolidated financial statements/

Separate financial statements
For the year ended 31 December 2022 2021
(in thousand Baht)
At 1 January 11,984,575 -
Issuance of debentures - 12,000,000
Transaction costs capitalised (1,472) (16,437)
Amortisation - transaction costs capitalised 3,468 1,012
Change in fair value of
designated as hedging instrument (1,895) -
At 31 December 11,984,676 11,984,575

The Group had the following unused credit facilities from financial institutions:

Consolidated financial statements/

Separate financial statements
As at 31 December 2022 2021

Baht currency Baht 800 million Nil

Japanese Yen currency Yen 6,175 million Yen 8,703 million

The accompanying notes form an integral part of the financial statements.

244 Form 56-1 One Report 2022 56

BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

14 Trade and other current payables

Consolidated Separate
financial statements financial statements
As at 31 December Note 2022 2021 2022 2021
(in thousand Baht)
Related parties 4 10,188 18,829 19,980 20,834

Other parties
Construction payable 16,923 347,461 - -
Accrued expenses 320,904 281,157 59,039 18,525
Interest payable 99,000 127,333 84,642 108,393
Payable to Revenue Department 57,623 28,747 7,936 9,866
Retention payable 11,710 16,500 598 140
Other account payable 185,112 67,836 48,746 43,736
Total 701,460 887,863 220,941 201,494

15 Share capital

Par value 2022 2021

000

per share Number Baht Number Baht

(in Baht) (in thousand shares/thousand Baht)
Authorised shares at
31 December 5 3,301,700 16,508,500 3,301,700 16,508,500

Issued and paid-up shares

At 1 January
- Ordinary shares 5 2,894,012 14,470,061 2,640,378 13,201,888
Issue of new shares 5 13,676 68,378 253,634 1,268,173
At 31 December
- Ordinary shares 5 2,907,688 14,538,439 2,894,012 14,470,061

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are
entitled to one vote per share at the Company’s meetings.
Warrants

The exercises of warrants in 2022 were as follows:

Warrant type Units exercised

BCPG ESOP Warrant No. 1 0.02 million units exercised to 0.02
5-year term and exercisable in accordance with million ordinary shares
exercise prices, specified terms and conditions
BCPG-W1 Warrants 13.65 million units exercised to
2-year term and exercise price of Baht 8.00 per share 13.65 million ordinary shares

The accompanying notes form an integral part of the financial statements.

57 BCPG Public Company Limited 245
BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
On 29 April 2021, the Company had issued 20 million units of warrants to the Company’s directors and
executives and the Company and its subsidiaries’ employees (BCPG ESOP Warrant No. 2 or BCPG
ESOP-WS#2) in accordance with the resolution at the Extraordinary General Meeting of Shareholders of
the Company held on 7 October 2020. The exercise ratio is 1 unit of the BCPG ESOP-WS#2 warrant to
1 ordinary share. The BCPG ESOP-WS#2 warrants have a term of 5 years from the issue date and are
exercisable under the specified terms and conditions at the exercise price of Baht 13.70 - 18.23 per share,
starting from April 2022.

Expired warrants

In 2022, the expirations of the warrants were as follow:

There was the expiration of the warrants to purchase the newly issued shares of the Company offering
to directors, executives, employees, and its subsidiaries (“BCPG ESOP warrant”) issued in 2017 with
5-year term and could be exercised to purchase the Company’s shares in accordance with the specified
terms and conditions. The outstanding balance of expired warrants amounting to Baht 3.20 million was
transferred to present as expired warrants.

There was the expiration of the warrants to purchase the newly issued shares of the Company offering
to the existing shareholders (“BCPG-W1”) issued in 2020 with 2- year term and could be exercised to
purchase the Company’s shares in accordance with the specified terms and conditions. The outstanding
balance of expired warrants was 0.90 million shares.

16 Surplus and reserves

Surplus on business restructuring under common control

The difference between net book value of asset of subsidiaries as at the business restructuring date and
the cost of business combination under common control is recognised in surplus on business combination
under common control within equity.

Share premium

Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription
monies received in excess of the par value of the shares issued to a reserve account (“share premium”).
Share premium is not available for dividend distribution.

Legal reserve

Section 116 of the Public Companies Act B.E. 2535 requires companies to allocate not less than 5% of
its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”),
until this account reaches an amount not less than 10% of the registered authorised capital. The legal
reserve is not available for dividend distribution.

Other components of equity

Exchange differences on translating financial statements

Exchange differences on translating financial statements comprise all foreign currency differences arising
from the translation of the financial statements of foreign operations, as well as the effective portion of
any foreign currency differences arising from hedges of a net investment in a foreign operation.

The accompanying notes form an integral part of the financial statements.

246 Form 56-1 One Report 2022

58
BCPG Public Company Limited and its Subsidiaries
Notes
BCPG toPublic
the financial
Company statements
Limited and its Subsidiaries
For
Notes to the financial statements2022
the year ended 31 December
For the year ended 31 December 2022
Gain (loss) on cash flow hedges

The gain (loss) on cash flow hedges comprises the effective portion of the cumulative net change in the
fair value of hedging instruments used in cash flow hedges pending subsequent recognition in profit or
loss.

17 Segment information and disaggregation of revenue

Business segment

Management considers that the Group operates in a single line of business, production and distribution
of electricity. Therefore, the group has only one reportable segment.

Consolidated financial statements

Geographical information Revenues Non-current assets
2022 2021 2022 2021
(in thousand Baht)
Thailand 3,206,121 3,266,721 11,836,208 12,335,617
Japan 1,020,622 276,718 8,523,596 9,477,514
Laos 1,178,446 1,125,360 10,904,033 9,469,041
Taiwan - - 814,436 -
Philippines - - 1,182,309 1,190,439
Indonesia - - - 12,295,370
Total 5,405,189 4,668,799 33,260,582 44,767,981

Major customers

The Group has revenue from 2 major customer groups (2021: 2 major customer groups), which
contributes equal or over 10% of the Group’s total revenue, which are the Electricity Generating
Authority of Thailand and Provincial Electricity Authority of Baht 3,172.95 million (2021: Baht 3,250.80
million) and Electricite Du Lao of Baht 1,178.45 million (2021: Baht 1,125.36 million).

Disaggregation of revenue

Consolidated Separate
financial statements financial statements
Major products/service lines Note 2022 2021 2022 2021
(in thousand Baht)
Revenue from sales of electricity 3,458,313 2,473,244 283,043 256,623
Revenue from adder 1,889,025 2,156,792 193,948 423,189
Rendering of services 4 24,683 33,573 99,310 81,985
Revenue from sales of carbon
credits 33,168 5,190 33,168 5,102
Total 5,405,189 4,668,799 609,469 766,899

The accompanying notes form an integral part of the financial statements.

59
BCPG Public Company Limited 247
BCPG Public Company Limited and its Subsidiaries
BCPGtoPublic
Notes Company
the financial Limited and its Subsidiaries
statements
Notes
For the to theended
year financial statements
31 December 2022
For the year ended 31 December 2022
Promotional privileges

The Group has been granted promotional certificates by the Office of the Board of Investment for
production of electricity from solar cell and wind power. The Group has been granted several privileges
summarised as follows:
(a) exemption from payment of import duty on machinery approved by the Board of Investment.
(b) exemption from payment of income tax for certain operations for a period of eight years from the
date on which the income is first derived from such operations.
(c) a 50% reduction in the normal income tax rate on the net profit derived from certain operations for
a period of five years, commencing from the expiry date in (b) above.

As promoted businesses, the Group must comply with certain terms and conditions prescribed in the
promotional certificates. Revenue from promoted and non-promoted businesses is summarised as
follows:
Consolidated Separate
financial statements financial statements
2022 2021 2022 2021
(in thousand Baht)
Promoted businesses 3,195,128 2,405,314 477,136 657,018
Non - promoted businesses 2,210,061 2,263,485 132,333 109,881
Total 5,405,189 4,668,799 609,469 766,899

Revenue from promoted businesses is entirely domestic sales.

Timing of revenue recognition

Timing of revenue recognition of major revenues of the Group and the Company is over time, except
revenue from sales of carbon credits, which timing of revenue recognition is point in time.

18 Other losses (gains)

Consolidated Separate
financial statements financial statements
For the year ended 31 December 2022 2021 2022 2021
(in thousand Baht)
Net (gain) loss on foreign exchange 381,787 (34,329) 46,132 236,341
Gain on change in fair value
of derivative measured through
profit or loss (215,947) - (111,610) -
Loss on disposal of assets 498 50,544 - -
Other loss - 1,720 - -
Total other losses (gains) 166,338 17,935 (65,478) 236,341

19 Expenses by nature

Consolidated Separate
financial statements financial statements
For the year ended 31 December 2022 2021 2022 2021
(in thousand Baht)
Personnel expenses 445,002 397,587 310,731 282,849
Depreciation and amortisation 1,504,330 1,180,240 217,783 215,079
Operation and maintenance cost 207,855 220,481 20,252 23,987
Insurance premium 74,811 59,319 4,813 3,764
The accompanying notes form an integral part of the financial statements.
60
248 Form 56-1 One Report 2022
BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Defined contribution plans

The Company established provident funds for its employees. Membership to the funds is on a
voluntary basis. Contributions are made monthly by the employees at rates ranging from 5%, 10% or
15% of their basic salaries and by the Company at rates ranging from 5% or 10% of the employees’
basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and
are managed by a licensed fund manager.

20 Finance Costs

Consolidated Separate
financial statements financial statements
For the year ended 31 December Note 2022 2021 2022 2021
(in thousand Baht)
Interest expense:
Related parties 4 78 236 4,980 4,980
Financial institutions 804,871 761,622 498,437 529,150
Total interest expense 804,949 761,858 503,417 534,130
Amortisation of transaction costs
capitalised 13 43,216 52,284 15,320 38,349
Interest expenses from lease
liabilities 15,972 10,339 6,248 5,531
Other finance costs 27,344 72,641 8,253 65,128
86,532 135,264 29,821 109,008
Less Amount included in the
cost of asset under
construction 9 (9,718) (1,939) - -
Net 881,763 895,183 533,238 643,138

21 Income tax

Income tax recognised in Consolidated Separate

profit or loss financial statements financial statements
2022 2021 2022 2021
(in thousand Baht)
Current tax expense 646,501 95,834 399,335 204
Current year 2,247 (1,535) 246 -
Adjustment for prior years 648,748 94,299 399,581 204

Deferred tax expense

Movements in temporary differences (71,862) (30,244) (16,227) (5,315)
(71,862) (30,244) 383,354 (5,315)

Total tax expense (income) 576,886 64,055 383,354 (5,111)

The accompanying notes form an integral part of the financial statements.

61 BCPG Public Company Limited 249
BCPG Public Company Limited and its Subsidiaries
BCPG
Notes Public
to the Company
financial Limited and its Subsidiaries
statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

Reconciliation of effective tax rate Consolidated financial statements

2022 2021
Tax rate (in thousand Tax rate (in thousand
(%) Baht ) (%) Baht )
Profit before income tax expense 3,208,792 2,074,548
Income tax using the Thai corporate tax
rate 20 641,758 20 414,910
Effect of different tax rates in foreign
jurisdictions 19,336 2,203
Income not subject to tax/ Expenses that
are deductible at a greater amount (297,274) (501,613)
Expenses not deductible for tax purposes 149,081 56,280
Utilisation of previously unrecognised tax
losses (56,674) (43,321)
Recognition of deferred tax asset for
temporary differences which were not
previously recognised - (1,534)
Current year losses for which no deferred
tax asset was recognised 107,838 74,568
Adjustment for prior years 2,247 (1,535)
Others 10,574 64,097
Total tax expense 17.98 576,886 3.09 64,055

Reconciliation of effective tax rate Separate financial statements

2022 2021
Tax rate (in thousand Tax rate (in thousand
(%) Baht ) (%) Baht )
Profit before income tax expense 3,028,828 2,047,157
Income tax using the Thai corporate tax
rate 20 605,766 20 409,431
Income not subject to tax/ Expenses that
are deductible at a greater amount (246,293) (491,402)
Expenses not deductible for tax purposes 22,710 19,464
Current year losses for which no
deferred tax asset was recognised 925 57,396
Adjustment for prior years 246 -
Total tax expense (income) 12.66 383,354 (0.25) (5,111)

Consolidated financial statements Separate financial statements

Deferred tax Assets Liabilities Assets Liabilities
At 31 December 2022 2021 2022 2021 2022 2021 2022 2021
(in thousand Baht)
Total 113,773 88,825 (757,553) (825,938) 10,452 12,552 (739) (19,066)
Set off of tax (96,827) (81,314) 96,827 81,314 (739) (12,552) 739 12,552
Net deferred tax assets
(liabilities) 16,956 7,511 (660,726) (744,624) 9,713 - - (6,514)

The accompanying notes form an integral part of the financial statements.62

250 Form 56-1 One Report 2022

BCPG Public Company Limited and its Subsidiaries
BCPG
Notes to Public Company
the financial Limited and its Subsidiaries
statements
Notes
For thetoyear
the ended
financial
31statements
December 2022
For the year ended 31 December 2022

Consolidated financial statements

(Charged) / Credited to
Exchange
differences on
Other translating
At 1 comprehensive financial At 31
Deferred tax January Profit or loss income statements December
(in thousand Baht)
2022
Deferred tax assets
Trade accounts receivable 5,330 40,603 - (3,501) 42,432
Plants and equipment 56,480 (1,621) - - 54,859
Provisions for employee
benefits 3,260 1,020 - (1) 4,279
Others 23,755 (11,658) - 116 12,213
Total 88,825 28,344 - (3,386) 113,783

Deferred tax liabilities

Land (7,809) - - - (7,809)
Intangible assets (791,134) 24,001 25,238 - (741,895)
Loans from financial
institutions (26,509) 20,255 - (354) (6,608)
Others (486) (738) - (17) (1,241)
Total (825,938) 43,518 25,238 (371) (757,553)

Net (737,113) 71,862 25,238 (3,757) (643,770)

2021
Deferred tax assets
Trade accounts receivable - 5,077 - 253 5,330
Plants and equipment 59,514 (3,034) - - 56,480
Provisions for employee
benefits 2,529 1,115 (384) - 3,260
Others 9,489 14,027 - 239 23,755
Total 71,532 17,185 (384) 492 88,825

Deferred tax liabilities

Land (7,809) - - - (7,809)
Intangible assets (776,085) 11,871 - (26,920) (791,134)
Loans from financial
institutions (27,576) 1,650 - (583) (26,509)
Others - (462) - (24) (486)
Total (811,470) 13,059 - (27,527) (825,938)

Net (739,938) 30,244 (384) (27,035) (737,113)

The accompanying notes form an integral part of the financial statements.

63
BCPG Public Company Limited 251
BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to
Notes to the
the financial
financial statements
statements
For the year ended 31 December 2022
For the year ended 31 December 2022

Separate financial statements

(Charged) / Credited to
Other
At 1 comprehensive At 31
Deferred tax January Profit or loss income December
(in thousand Baht)
2022
Deferred tax assets
Provisions for employee benefits 3,063 967 - 4,030
Others 9,489 (3,067) - 6,422
Total 12,552 (2,100) - 10,452

Deferred tax liabilities

Loans from financial institutions (19,066) 19,066 - -
Others - (739) - (739)
Total (19,066) 18,327 - (739)

Net (6,514) 16,227 - 9,713

2021
Deferred tax assets
Provisions for employee benefits 2,155 988 (80) 3,063
Others 9,489 - - 9,489
Total 11,644 988 (80) 12,552

Deferred tax liabilities

Loans from financial institutions (23,393) 4,327 - (19,066)

Net (11,749) 5,315 (80) (6,514)

22 Earnings per share

Basic earnings per share

Consolidated Separate
financial statements financial statements
2022 2021 2022 2021
(in thousand shares/thousand Baht)
Profit attributable to ordinary
shareholders of the Company 2,630,064 2,010,821 2,645,474 2,052,268

Number of ordinary shares issued

at 1 January 2,894,012 2,640,378 2,894,012 2,640,378
Effect of shares issued and paid-up from
share options 3,265 65,991 3,265 65,991
Weighted average number of ordinary
shares outstanding (basic) 2,897,277 2,706,369 2,897,277 2,706,369

Basic earnings per share (in Baht) 0.91 0.74 0.91 0.76

The accompanying notes form an integral part of the financial statements.

252 Form 56-1 One Report 2022 64

BCPGPublic
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to
Notes to the
thefinancial
financialstatements
statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Diluted earnings per share

Consolidated Separate
financial statements financial statements
2022 2021 2022 2021
(in thousand Baht/thousand shares)
Profit for the period attributable to
ordinary shareholders of the Company
(basic) 2,630,064 2,010,821 2,645,474 2,052,268
Weighted average number of ordinary
shares outstanding (basic) 2,897,277 2,706,369 2,897,277 2,706,369
Effect of issuance of share options 33,243 44,878 33,243 44,878
Weighted average number of ordinary
shares outstanding (diluted) 2,930,520 2,751,247 2,930,520 2,751,247

Earnings per share (diluted) (in Baht) 0.90 0.73 0.90 0.75

23 Dividends

Dividends
Approval date Payment schedule per share Amount
(Baht) (in million Baht)
2022
2022 Interim dividends 16 August 2022 9 September 2022 0.20 579.18
2021 Annual dividends - net
of interim dividends 7 April 2022 22 April 2022 0.17 491.99
Dividends paid 0.37 1,071.17

2021
2021 Interim dividends 24 August 2021 17 September 2021 0.16 433.96
2020 Annual dividends - net
of interim dividends 7 April 2021 21 April 2021 0.17 448.85
Dividends paid 0.33 882.81

24 Financial instruments

(a) 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. It 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.

The accompanying notes form an integral part of the financial statements.

65 BCPG Public Company Limited 253
 BCPG
BCPG Public Company
Public Company Limited
Limited Subsidiaries
and itsand its Subsidiaries
Notes
Notes to
to the
the financial statements
financial statements
For
Forthe
the year ended 31
year ended 31 December
December2022
2022

Consolidated financial statements

Carrying amount Fair value
Financial Financial

254 Form 56-1 One Report 2022

instruments instruments
Hedging measured at measured at
Note instruments FVTPL amortised cost Total Level 1 Level 2 Level 3 Total
At 31 December 2022 (in thousand Baht)
Financial assets
Investment in convertible bond and equity
instruments - 780,292 - 780,292 - - 780,292 780,292
Loans to related parties and interest
receivable 4 - - 1,729,379 1,729,379 - 1,052,512 - 1,052,512
Other financial assets
Forward exchange contracts 3,695 - - 3,695 - 3,695 - 3,695
Interest rate swap contracts 16,023 - - 16,023 - 16,023 - 16,023
Total financial assets 19,718 780,292 1,729,379 2,529,389

Financial liabilities
Loans from financial institutions
(fixed rate) - - (2,835,154) (2,835,154) - (3,172,153) - (3,172,153)
Debentures 13 - - (11,984,676) (11,984,676) - (10,214,322) - (10,214,322)
Other financial liabilities
Forward exchange contracts - (1,969) - (1,969) - (1,969) - (1,969)
Cross currency swaps contract (1,185) - - (1,185) - (1,185) - (1,185)
Interest rate swap contracts (19,777) - - (19,777) - (19,777) - (19,777)
Total financial liabilities (20,962) (1,969) (14,819,830) (14,842,761)

The accompanying notes form an integral part of the financial statements.

66
 BCPG Public Company Limited and its Subsidiaries
BCPG Public Company Limited and its Subsidiaries
Notes to the financial statements
Notes to the financial statements
For
Forthe
theyear
year ended
ended 31
31 December 2022
December2022

Consolidated financial statements

Carrying amount Fair value
Financial Financial
instruments instruments
Hedging measured at measured at
Note instruments FVTPL amortised cost Total Level 1 Level 2 Level 3 Total
At 31 December 2021 (in thousand Baht)
Financial assets
Investment in convertible bond and equity
instruments - 780,292 - 780,292 - - 780,292 780,292
Loans to related parties and interest
receivable 4 - - 428,478 428,478 - 439,549 - 439,549
Other financial assets
Forward exchange contracts 68,217 - - 68,217 - 68,217 - 68,217
Cross currency swaps contract 15,967 - - 15,967 - 15,967 - 15,967
Total financial assets 84,184 780,292 428,478 1,292,954

Financial liabilities
Loans from financial institutions
(fixed rate) - - (948,805) (948,805) - (999,229) - (999,229)
Debentures 13 - - (11,984,575) (11,984,575) - (11,109,552) - (11,109,552)
Other financial liabilities
Interest rate swaps contracts (31,569) - - (31,569) - (31,569) - (31,569)
Total financial liabilities (31,569) - (12,933,380) (12,964,949)

BCPG Public Company Limited

255
The accompanying notes form an integral part of the financial statements.
67
 BCPG
BCPG Public Company
Public CompanyLimited
Limited Subsidiaries
and itsand its Subsidiaries
Notes to the financial statements
Notes to the financial statements
For
Forthe
theyear
yearended
ended 31
31 December 2022
2022

Separate financial statements

Carrying amount Fair value
Financial Financial

256 Form 56-1 One Report 2022

instruments instruments
Hedging measured at measured at
Note instruments FVTPL amortised cost Total Level 1 Level 2 Level 3 Total
At 31 December 2022 (in thousand Baht)
Financial assets
Investment in convertible bond and
equity instruments - 780,292 - 780,292 - - 780,292 780,292
Loans to related parties and interest
receivable 4 - - 11,240,640 11,240,640 - 11,304,749 - 11,304,749
Other financial assets
Forward exchange contracts 3,695 - - 3,695 - 3,695 - 3,695
Interest rate swap contracts 10,984 - - 10,984 - 10,984 - 10,984
Total financial assets 14,679 780,292 11,240,640 12,035,611

Financial liabilities
Debentures 13 - - (11,984,676) (11,984,676) - (10,214,322) - (10,214,322)
Other financial liability
Interest rate swap contracts (12,879) - - (12,879) - (12,879) - (12,879)
Total financial liabilities (12,879) - (11,984,676) (11,997,555)

The accompanying notes form an integral part of the financial statements.

68
 BCPG Public Company Limited and its Subsidiaries
BCPG Public Company Limited and its Subsidiaries
Notes
Notes to
to the
the financial statements
financial statements
For
Forthe
theyear
year ended
ended 31
31 December 2022
December2022

Separate financial statements

Carrying amount Fair value
Financial Financial
instruments instruments
Hedging measured at measured at
Note instruments FVTPL amortised cost Total Level 1 Level 2 Level 3 Total
At 31 December 2021 (in thousand Baht)
Financial assets
Investment in convertible bond and
equity instruments - 780,292 - 780,292 - - 780,292 780,292
Loans to related parties and interest
receivable 4 - - 12,220,310 12,220,310 - 12,587,682 - 12,587,682
Other financial assets
Forward exchange contract 68,217 - - 68,217 - 68,217 - 68,217
Total financial assets 68,217 780,292 12,220,310 13,068,819

Financial liability
Debentures 13 - - (11,984,575) (11,984,575) - (11,109,552) - (11,109,552)
Total financial liabilities - - (11,984,575) (11,984,575)

BCPG Public Company Limited

257
The accompanying notes form an integral part of the financial statements.
69
BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
The following table present valuation technique of financial instruments measured at fair value in the
statement of financial position:

Type Valuation technique

Forward exchange contracts/ The fair value is determined using quoted forward exchange
Cross currency swap rates/cross currency swaps at the reporting date and present value
contracts calculations based on high credit quality yield curves in the
respective currencies.
Interest rate swap contracts Swap models : The fair value is calculated as the present value of the
estimated future cash flows, using an observable yield curve.
Investment in convertible bond Use cost as an approximate fair value due to the operations of the
and equity instruments investee's business are at an early stage and there has been no
significant change since the investment date.

Fair value of loan receivable and loan payable measured at amortised cost is calculated using the
discounted cash flow method.

(b) Financial risk management policies

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework. The board of directors has established the risk management
committee, which is responsible for developing and monitoring the Group’s risk management policies.
The committee reports regularly to the board of directors on its activities.

The Group’s risk management policies are established to identify and analyse the risks faced by the
Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Group’s activities. The Group, through its training and management standards and procedures, aims to
maintain a disciplined and constructive control environment in which all employees understand their roles
and obligations.

The Company’s audit committee oversees how management monitors compliance with the Group’s risk
management policies and procedures, and reviews the adequacy of the risk management framework in
relation to the risks faced by the Group. The Group audit committee is assisted in its oversight role by
internal audit. Internal audit undertakes regular reviews of risk management controls and procedures, the
results of which are reported to the audit committee.

(b.1) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group’s
receivables from customers.

(b.1.1) Trade accounts receivable

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of
each customer. However, management also considers the factors that may influence the
credit risk of its customer base, including the default risk associated with the industry and
country in which customers operate. Detail of concentration of revenue are included in
note 17.
The accompanying notes form an integral part of the financial statements.
70
258 Form 56-1 One Report 2022
BCPG Public
BCPG PublicCompany
Company Limited and
Limited and itsits Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Outstanding trade receivables are regularly monitored by the Group. An impairment analysis
is performed by the Group at each reporting date. The provision rates of expected credit loss
are based on days past due for individual trade receivables to reflect differences between
economic conditions in the past, current conditions and the Group’s view of economic
conditions over the expected lives of the receivables.

Information relevant to trade accounts receivable is disclosed in note 6.

(b.1.2) Cash and cash equivalent and derivatives

The Group’s exposure to credit risk arising from cash and cash equivalents and derivative
assets is limited because the counterparties are banks, for which the Group considers to have
low credit risk.

(b.1.3) Guarantees

The Group’s policy is to provide financial guarantees only for subsidiaries’ liabilities. At
31 December 2022, the Group has issued a guarantee to certain banks in respect of credit
facilities granted to two subsidiaries (see note 4).

(b.2) Liquidity risk

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed
adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations
in cash flows.

The following table are the remaining contractual maturities of financial liabilities at the reporting
date. The amounts are gross and undiscounted and include contractual interest payments and exclude
the impact of netting agreements.

Consolidated financial statements

Contractual cash flows
More than
Carrying 1 year 1 year but less More than 5
At 31 December Note amount or less than 5 years years Total
(in thousand Baht)
2022
Non-derivative financial
liabilities
Trade and other current payables 14 701,460 701,423 - - 701,423
Loans from financial
institutions 13 12,434,121 2,551,728 3,280,563 7,362,739 13,195,030
Lease liabilities 810,606 56,739 229,730 741,676 1,028,145
Debentures 13 11,984,676 - 3,000,000 9,000,000 12,000,000
25,930,863 3,309,890 6,510,293 17,104,415 26,924,598

Derivative financial liabilities

Interest rate swaps
- Cash outflow (19,777) (12,621) (340,748) (18,519) (371,888)
- Cash inflow - 8,709 323,667 19,688 352,064
(19,777) (3,912) (17,081) 1,169 (19,824)

The accompanying notes form an integral part of the financial statements.

71 BCPG Public Company Limited 259
BCPG PublicCompany
BCPG Public Company Limited
Limited and and its Subsidiaries
its Subsidiaries
Notes
Notesto tothethe
financial statements
financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Consolidated financial statements
Contractual cash flows
More than
Carrying 1 year 1 year but less More than 5
At 31 December Note amount or less than 5 years years Total
(in thousand Baht)
Cross curreny swaps
- Cash outflow (1,185) (12,884) (44,908) (83,267) (141,059)
- Cash inflow - 12,776 43,890 79,342 136,008
(1,185) (108) (1,018) (3,925) (5,051)

Forward exchange contracts

- Cash outflow (1,969) (2,386,344) - - (2,386,344)
- Cash inflow - 2,384,375 - - 2,384,375
(1,969) (1,969) - - (1,969)

2021
Non-derivative financial
liabilities
Trade and other current payables 14 887,863 887,863 - - 887,863
Contingent consideration** 150,000 150,000 - - 150,000
Loans from financial
institutions 13 17,116,041 3,544,480 8,016,968 5,642,587 17,204,035
Loans from related party 4, 13 17,237 17,237 - - 17,237
Lease liabilities 437,589 37,959 127,368 378,280 543,607
Debentures 13 11,984,575 - 3,000,000 9,000,000 12,000,000
30,593,305 4,637,539 11,144,336 15,020,867 30,802,742

Derivative financial liabilities

Interest rate swaps
- Cash outflow (31,569) (22,115) (67,181) (35,981) (125,277)
- Cash inflow - 14,556 44,106 23,353 82,015
(31,569) (7,559) (23,075) (12,628) (43,262)

** The contingent consideration of Baht 150 million is a part of consideration transferred arising
from the investment in a solar power plant project in Thailand with total power purchase agreement
capacity of 20 megawatts by the acquisition of RPV Energy Co., Ltd. (“RPV”) Group in August
2020. This contingent consideration was paid during the year 2022.

Separate financial statements

Contractual cash flows
More than
Carrying 1 year 1 year but less More than 5
At 31 December Note amount or less than 5 years years Total
(in thousand Baht)
2022
Non-derivative financial
liabilities
Trade and other current payables 14 220,941 220,904 - - 220,904
Loans from related parties 4, 13 249,000 249,000 - - 249,000
Loans from financial
institutions 13 4,568,131 1,887,298 1,968,541 723,325 4,579,164
Lease liabilities 173,526 17,348 65,999 137,731 221,078
Debentures 13 11,984,676 - 3,000,000 9,000,000 12,000,000
17,196,274 2,374,550 5,034,540 9,861,056 17,270,146

The accompanying notes form an integral part of the financial statements.

72
260 Form 56-1 One Report 2022
BCPG Public Company Limited and its Subsidiaries
BCPGto Public
Notes Company
the financial Limited and its Subsidiaries
statements
For the year ended 31 December
Notes to the financial statements2022
For the year ended 31 December 2022
Separate financial statements
Contractual cash flows
More than
Carrying 1 year 1 year but less More than 5
At 31 December Note amount or less than 5 years years Total
(in thousand Baht)
Derivative financial liabilities
Interest rate swaps
- Cash outflow (12,879) - (302,370) - (302,370)
- Cash inflow - - 289,196 - 289,196
(12,879) - (13,174) - (13,174)

2021
Non-derivative financial
liabilities
Trade and other current payables 14 201,494 201,494 - - 201,494
Loans from related parties 4, 13 249,000 - 249,000 - 249,000
Loans from financial
institutions 13 9,651,497 2,925,870 5,649,184 1,102,797 9,677,851
Lease liabilities 178,923 13,641 62,449 166,963 243,053
Debentures 13 11,984,575 - 3,000,000 9,000,000 12,000,000
22,265,489 3,141,005 8,960,633 10,269,760 22,371,398

The cash inflows and outflows disclosed in the above table represent the contractual undiscounted cash
flows relating to derivative financial liabilities held for risk management purposes and which are not
usually closed out before contractual maturity. The disclosure shows net cash flow amounts for
derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have
simultaneous gross cash settlement.

(b.3) Market risk

The Group is exposed to the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk is as follows:

Managing interest rate benchmark reform (IBOR reform)

The risk management committee (“the Committee”) monitors and manages the Group’s transition to
alternative rates. The committee evaluates the extent to which contracts reference IBOR cash flows,
whether such contracts will need to be amended as a result of IBOR reform and how to manage
communication about IBOR reform with counterparties.

The Group’s main IBOR exposure at 31 December 2022 was indexed to LIBOR and THBFIX. The
Group is in the process of amending contractual terms for all of the LIBOR indexed exposures to
incorporate SOFR. In respect of THBFIX exposures, the Group has been a party to agreements that
introduce fallback clauses into all such instruments. These clauses automatically switch the
instruments from THBFIX to Fallback Rate (THBFIX) as and when THBFIX ceases.

The Group holds interest rate swaps for risk management purposes that are designated in cash flow
hedging relationships. The interest rate swaps have floating legs that are indexed to THBFIX.

The Group replaced its THBFIX interest rate derivatives used in cash flow hedging relationships
with economically equivalent interest rate derivatives referencing Fallback Rate (THBFIX) by the
end of 2022.

73
The accompanying notes form an integral part of the financial statements.

BCPG Public Company Limited 261

BCPG Public Company
BCPG Public Limited
Company and
Limited anditsitsSubsidiaries
Subsidiaries
Notes to the financial
Notes to the statements
financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022

The Group monitors the progress of transition from IBOR to new benchmark rate by reviewing the
total amounts of contracts that have yet to transition to an alternative benchmark rate and the amounts
of such contracts that include an appropriate fallback clause.

The following table shows the total amounts of financial instruments that have yet to transition to an
alternative benchmark rates. The amounts of financial liabilities are shown at their carrying amounts
and derivatives are shown at their notional amounts.

Consolidated Separate
Key reference rate under the existing financial statements financial statements
contracts LIBOR THBFIX LIBOR THBFIX
(in thousand Baht)
At 31 December 2022
Derivative assets - 187,365 - -
Borrowings from financial institutions 4,018,367 386,449 - 386,449

(b.3.1) Foreign currency risk

The Group is exposed to foreign currency risk relating to purchases, sales, lendings and
borrowings which are denominated in foreign currencies.

The Group is exposed to the transactions with foreign currency risk to the extent that there is
a mismatch between the currencies in which sales, purchases, lendings and borrowings are
denominated and the respective functional currencies of the Group. The functional currencies
of the Group are primarily Thai Baht. The currencies in which these transactions are primarily
denominated are US dollars and Japanese Yen.

The Group primarily utilises forward exchange contracts with maturities of less than one year
to hedge such financial assets or financial liabilities denominated in foreign currencies. The
forward exchange contracts entered into at the reporting date also relate to loans denominated
in foreign currencies. These contracts are designated as cash flow hedges. The Group’s policy
specifies the critical terms of the forward exchange contracts to align with the hedged item.

The Group primarily utilises cross currency swap contracts to hedge such financial liabilities
denominated in foreign currencies. The cross currency swap contracts entered into at the
reporting date also relate to borrowings denominated in foreign currencies. These contracts
are designated as cash flow hedges.

The Group determines the existence of an economic relationship between the hedging
instrument and hedged item based on the currency, amount and timing of their respective cash
flows. The Group assesses whether the derivative designated in each hedging relationship is
effective in offsetting changes in cash flows of the hedged item using the hypothetical
derivative method.

The accompanying notes form an integral part of the financial statements.

262 Form 56-1 One Report 2022 74

 BCPG
BCPG Public
Public Company
Company LimitedLimited and its Subsidiaries
and its Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Consolidated financial statements
2022 2021
Exposure to foreign currency Japanese United States Japanese United States
At 31 December Yen Dollars Lao Kip Total Yen Dollars Lao Kip Total
(in thousand Baht)
Cash and cash equivalents 40,446 653,889 36,277 730,612 20,530 1,017,679 51,678 1,089,887
Other receivables - - - - - 795 241 1,036
Loan to related parties - - - - - 103,602 - 103,602
Trade and other current payables (5,960) (10,446) (15,934) (32,340) (2,323) (1,723) (5,060) (9,106)
Interest-bearing liabilities (4,375,127) (135,983) - (4,511,110) (4,966,399) (2,680,069) - (7,646,468)
Lease liabilities - - (603) (603) - - (1,156) (1,156)
Total financial position exposure (4,340,641) 507,460 19,740 (3,813,441) (4,948,192) (1,559,716) 45,703 (6,462,205)
Loan from financial institution
designated as net investment hedge 590,840 - - 590,840 - - - 1,017,237
Cross currency swap contract - 135,983 - 135,983 1,017,237 270,293 - 270,293
Net exposure (3,749,801) 643,443 19,740 3,086,618 (3,930,955) (1,289,423) 45,703 (5,174,675)

Separate financial statements

2022 2021
Exposure to foreign currency Japanese United States Japanese United States
At 31 December Yen Dollars Total Yen Dollars Total
(in thousand Baht)
Cash and cash equivalents 40,446 4,156 44,602 20,530 1,008,947 1,029,477
Trade receivables - 1,285 1,285 - - -
Other receivables 58,875 70,515 129,390 643,748 234,063 877,811
Loan to related parties 8,812,874 125,672 8,938,546 8,014,713 992,571 9,007,284
Trade and other current payables (5,960) (10,446) (16,406) (2,323) (1,744) (4,067)
Interest-bearing liabilities (4,375,127) - (4,375,127) (4,966,399) (2,393,700) (7,360,099)
Total financial position exposure 4,531,108 191,182 4,722,290 3,710,269 (159,863) 3,550,406
Loan from financial institution
designated as net investment hedge 590,840 - 590,840 1,017,237 - 1,017,237
Forward exchange contracts (2,087,312) - (2,087,312) (2,906,390) - (2,906,390)
Net exposure 3,034,636 191,182 3,225,818 1,821,116 (159,863) 1,661,253

BCPG Public Company Limited

263
The accompanying notes form an integral part of the financial statements.
75
BCPGBCPG
Public Company
Public Limited
Company Limitedand
andits
its Subsidiaries
Subsidiaries
Notes to the financial statements
For the Notes to the31financial
year ended Decemberstatements
2022
For the year ended 31 December 2022
Sensitivity analysis

A reasonably possible strengthening (weakening) of Thai Baht against foreign currencies at the
reporting date would have affected the measurement of financial instruments denominated in a
foreign currency. This analysis assumes that all other variables, in particular interest rates,
remain constant.

Consolidated Separate
Impact on profit or financial statements financial statements
loss before tax Movement Strengthening Weakening Strengthening Weakening
(%) (in thousand Baht)
2022
JPY 2 (102,439) 102,439 (102,439) 102,439
USD 3 82,713 (82,713) 5,735 (5,735)

2021
JPY 2 (94,550) 94,550 (94,550) 94,550
USD 3 41,520 (41,520) 4,796 (4,796)

(b.3.2) Interest rate risk

Interest rate risk is the risk that future movements in market interest rates will affect the results
of the Group’s operations and its cash flows because loan interest rates are mainly float. The
Group mitigates this risk by using interest rate swaps, to manage exposure to fluctuations in
interest rates on specific borrowings.

The Group adopts a hedging policy to ensure that interest rate risk exposure is at an appropriate
level. This is achieved partly by entering fixed-rate instruments and partly by borrowing at a
floating rate and using interest rate swaps as hedges of the variability in cash flows attributable
to movements in interest rates.

The Group determines the existence of a relationship between the hedging instrument and
hedged item based on the reference interest rates, tenors, repricing dates and maturities and the
notional or par amounts.

The Group assesses whether the derivative designated in each hedging relationship is expected
to be effective in offsetting changes in cash flows of the hedged item using the hypothetical
derivative method.

In these hedge relationships, the main sources of ineffectiveness are:

- the effect of the counterparty’s and the Group’s own credit risk on the fair value of the interest
rate swaps, which is not reflected in the change in the fair value of the hedged cash flows
attributable to the change in interest rates; and
- differences in repricing dates between the swaps and the borrowings.

The accompanying notes form an integral part of the financial statements.

76
264 Form 56-1 One Report 2022
BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Consolidated Separate
Exposure to interest rate risk financial statements financial statements
At 31 December 2022 2021 2022 2021
(in thousand Baht)
Financial instruments with
variable interest rates
Loans from financial institutions (9,598,967) (16,167,237) (4,568,132) (9,651,497)
Total financial position
exposure (9,598,967) (16,167,237) (4,568,132) (9,651,497)
Interest rate swaps contracts 639,005 740,426 - -
Net exposure (8,959,962) (15,426,811) (4,568,132) (9,651,497)

Fair value sensitivity analysis for fixed-rate instruments

The Group does not account for any fixed-rate financial assets or financial liabilities at FVTPL, and
the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair
value hedge accounting model. Therefore, a change in interest rates at the reporting date would not
affect profit or loss.

Cash flow sensitivity analysis for variable-rate instruments

A change of 0.25% in interest rates at the reporting date is reasonably possible; this analysis assumes
that all other variables, in particular foreign currency exchange rates, remain constant.

Consolidated Separate
financial statements financial statements
0.25% 0.25% 0.25% 0.25%
Impact on profit or loss increase in decrease in increase in decrease in
before tax interest rate interest rate interest rate interest rate
(in thousand Baht)
2022
Financial instruments with
variable interest rate (32,568) 32,568 (21,448) 21,448

2021
Financial instruments with
variable interest rate (38,768) 38,768 (18,461) 18,461

(c) Hedge accounting

(c.1) Cash flow hedges

As at 31 December 2022 and 2021, the Group held the following financial instruments to hedge
exposures from changes in foreign currency and interest rates.

The accompanying notes form an integral part of the financial statements.

77 BCPG Public Company Limited 265
BCPG
BCPGPublic
Public Company Limited
Company Limited andand its Subsidiaries
its Subsidiaries
Notes to the financial statements
ForNotes to the
the year financial
ended statements
31 December 2022
For the year ended 31 December 2022
Consolidated financial statements
At 31 December 2022 2021
Maturity Maturity
More More
than 1 than 1
year but More year but
1 year less than than 5 1 year less than More than
or less 5 years years or less 5 years 5 years
(in thousand Baht)
Foreign currency risk
Cross currency swap contracts
Net risk 15,027 62,009 75,045 47,316 121,424 123,949
Average THB:USD
cross currency swap contract
rate 31.07 31.07 31.07 29.51 29.94 30.42

Forward exchange contracts

Net risk 4,506,680 - - 2,906,390 - -
Average THB:USD
forward contract rate 34.06 - - - - -
Average THB:JPY
forward contract rate 0.2635 - - 0.2986 - -

Interest rate risk

Interest rate swaps
Net risk 14,459 41,240 16,349 14,556 44,106 23,353
Average fixed interest rate (%) 3.14 3.13 3.06 3.13 3.12 3.06

Separate financial statements

At 31 December 2022 2021
Maturity Maturity
More More
than 1 than 1
year but More year but
1 year less than than 5 1 year less than More than
or less 5 years years or less 5 years 5 years
(in thousand Baht)
Foreign currency risk
Forward exchange contracts
Net risk 2,087,312 - - 2,906,390 - -
Average THB:JPY
forward contract rate 0.2635 - - 0.2986 - -

The accompanying notes form an integral part of the financial statements.

78
266 Form 56-1 One Report 2022
BCPG
BCPGPublic Company
Public Company Limited
Limited and and its Subsidiaries
its Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
The amounts at the reporting date relating to items designated as hedged items were as follows.

Consolidated financial statements

Change in Balance remaining in the
value used for cash flow hedge reserve
calculating Cash flow from hedging relationships for
hedge hedge which hedge accounting is no
At 31 December ineffectiveness reserve longer applied
(in thousand Baht)
2022
Foreign currency risk
Loans from financial
institutions denominated
in foreign currencies - (3,928) -

Interest rate risk

Loans from financial
institutions with
variable interest rates - 29,709 -

2021
Foreign currency risk
Loans from financial
institutions denominated
in foreign currencies - (305) -

Interest rate risk

Loans from financial
institutions with
variable interest rates - 71,783 -

Separate financial statements

Change in Balance remaining in the
value used for cash flow hedge reserve
calculating Cash flow from hedging relationships for
hedge hedge which hedge accounting is no
At 31 December ineffectiveness reserve longer applied
(in thousand Baht)
2021
Interest rate risk
Loans from financial
institutions with
variable interest rates - 57,482 -

The accompanying notes form an integral part of the financial statements.

79 BCPG Public Company Limited 267

BCPG BCPG
PublicPublic
Company Limited
Company Limitedand
anditsitsSubsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as
follows.

Consolidated Separate
financial statements financial statements
2022 2021 2022 2021
(in thousand Baht)
Foreign currency risk
At 31 December
Cross currency swaps - nominal amount 135,983 270,293 - -
Carrying amount included in:
- other current financial assets (liabilities) (108) 3,221 - -
- other non-current financial assets (liabilities) (1,077) 12,746 - -

Forward exchange contracts - nominal amount 4,506,680 2,906,390 2,087,312 2,906,390

Carrying amount included in:
- other current financial assets 3,695 68,217 3,695 68,217
- other current financial liabilities (1,969) - - -

For the year ended 31 December

Recognised in OCI
- changes in value of the hedging instrument (3,928) (305) - -

Interest rate risk

At 31 December
Interest rate swaps - nominal amount 72,048 82,015 - -
Carrying amount included in:
- other current financial assets 499 -
- other non-current financial assets 4,540 -
- other current financial liabilities (629) (2,574) - -
- other non-current financial liabilities (6,270) (28,996) - -

For the year ended 31 December

Recognised in OCI
- changes in value of the hedging instrument 29,709 71,784 - 57,482

The following table provides a reconciliation by risk category of components of equity and analysis of
OCI items, net of tax, resulting from cash flow hedge accounting.

Consolidated Separate
financial statements financial statements
Cash flow hedges 2022 2021 2022 2021
(in thousand Baht)
Balance at 1 January (42,566) (114,045) - (57,482)
Changes in fair value:
Foreign currency risk
- Loans from financial institutions (3,928) (305) - -
Interest rate risk
- Loans from financial institutions 29,709 71,784 - 57,482
Balance at 31 December (16,785) (42,566) - -

The accompanying notes form an integral part of the financial statements.

80
268 Form 56-1 One Report 2022
BCPG Public
BCPG PublicCompany Limitedand
Company Limited and
its its Subsidiaries
Subsidiaries
Notes to the financial statements
Notes to the financial statements
For the year ended 31 December 2022
For the year ended 31 December 2022
(c.2) Net investment hedges

Risk in foreign currency exposure arises from the Group’s net investment in its Japanese subsidiaries
that has a Japanese Yen functional currency. The risk arises from the fluctuation in spot exchange rates
between the Japanese Yen and the Thai Baht, which causes the amount of the net investment to vary.

The hedged risk in the net investment hedge is the risk of a weakening Japanese Yen against the Thai
Baht that will result in a reduction in the carrying amount of the Group’s net investment in the Japanese
subsidiaries.

The Group’s net investment in its Japanese subsidiaries is hedged by a Japanese Yen-denominated
loans from financial institutions, which mitigates the foreign currency risk arising from the
subsidiaries’ net assets. The loan is designated as a hedging instrument for the changes in the value of
the net investment that is attributable to changes in the THB/JPY spot rate.

To assess hedge effectiveness, the Group determines the economic relationship between the hedging
instrument and the hedged item by comparing changes in the carrying amount of the debt that is
attributable to a change in the spot rate with changes in the investment in the foreign operation due to
movements in the spot rate (the offset method). The Group’s policy is to hedge the net investment only
to the extent of the debt principal.

The amounts related to items designated as hedged items were as follows.

Consolidated financial statements/Separate financial statements

Balance remaining in the
foreign currency translation
Change in value reserve from hedging
used for relationships for which hedge
calculating hedge Foreign currency accounting is no longer
ineffectiveness translation reserve applied
(in thousand Baht)
2022
JPY net investment - 106,408 -

2021
JPY net investment 594 (451) -

The amounts related to items designated as hedging instruments were as follows.

Consolidated financial statements/

Net investment risk Separate financial statements
At 31 December 2022 2021
(in thousand Baht)

Foreign exchange - denominated debt (JPY) - nominal

amount 590,840 1,017,237
Carrying amount included in borrowings 590,840 1,017,237

The accompanying notes form an integral part of the financial statements.

81 BCPG Public Company Limited 269
 BCPG
BCPG Public
Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes to
Notes to the
the financial
financial statements
statements
For the year ended 31 December 2022
For the year ended 31 December 2022
Consolidated financial statements/
Net investment risk Separate financial statements
At 31 December 2022 2021
(in thousand Baht)
For the year ended 31 December
Recognised in OCI
- changes in value of the hedging instrument 106,408 (451)

Recognised in profit or loss

- changes in value used for calculating
ineffectiveness - 594

25 Capital management

The Board of Directors’ policy is to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business. The Board regularly monitors the
return on capital, by evaluating result from operating activities divided by total shareholders’ equity and
also monitors the level of dividends to ordinary shareholders.

26 Commitments with non-related parties

Consolidated Separate
financial statements financial statements
At 31 December 2022 2021 2022 2021
(in thousand Baht)
Capital commitment
Buildings, equipment, machinery and other
constructions 2,384,494 942,813 1,812 1,582
Others 25,054 3,503 5,179 1,597
Total 2,409,548 946,316 6,991 3,179

Other commitment
Bank guarantee 1,672,590 78,157 61,157 61,157
Total 1,672,590 78,157 61,157 61,157

At 31 December 2022, the Group’s capital commitment and other commitment mainly increased from solar
power plant projects in Taiwan.

27 Events after the reporting period

On 20 December 2022, the Board of Directors of PetroWind Energy Inc. (“PWEI”), which is the joint
venture of BCPG Wind Cooperatief U.A. ( “BCPGW”), approved an increase in the registered capital by
PHP 156 million, from PHP 1,900 million to PHP 2,056 million. PWEI called up the share capital amounting
to PHP 9.75 million. On 11 January 2023, BCPGW made the payment of 40% ownership amounting to PHP
3.90 million (approximately Baht 2.45 million).

On 3 January 2023, the Extraordinary General Meeting of Prathumwan Smart District Cooling Co., Ltd.
(“PSDC”) which is the Company’s associate approved an increase in the registered capital by Baht 340
million, from Baht 50 million to Baht 390 million, by issuing additional 3.4 million shares at a par value
of Baht 100 each. In January 2023, PSDC called up the share capital amounting to Bath 85 million and the
Company made the payment of 44% ownership amounting to Baht 37.4 million.

The accompanying notes form an integral part of the financial statements. 82

270 Form 56-1 One Report 2022

BCPG Public
BCPG Public Company
Company Limited
Limited and itsand its Subsidiaries
Subsidiaries
Notes
Notes totothe
thefinancial
financialstatements
statements
For the year ended 31 December 2022
For the year ended 31 December 2022
On 6 January 2023, BCPGW registered and called up an increase in share capital amounting to USD 1.15
million, from USD 14.16 million to USD 15.31 million. The increase in this share capital is fully paid up
by BCPG Investment Holdings Pte. Ltd. (“BCPGI”), which is the Company’s subsidiary.

On 24 January 2023, the Board of Directors Meeting no. 1/2023 approved the establishment of a subsidiary
and an investment in combined cycle power generation plants in the United States of America. On 15
February 2023, the Company established BCPG USA Inc.(“BCPGU”) incorporated in the United States of
America with a registered share capital of USD 5,000 for the purpose of investing in power plants. BCPGU
is wholly owned by the Company. Subsequently, on 17 February 2023, the Company entered into a share
purchase agreement with AP Carroll County Holdings LLC (“APCCH”) and AP South Field Holdings LLC
(“APSFH”) with total amount of not exceeding USD 115 million, to acquire a generation capacity of 150.98
megawatts, proportionated to the membership’s interest. The details are as follows:
- The acquisition of 49.00% of the membership interest in AP-BCPG CCE Partners LLC (“AP-BCPG
CCE”) from APCCH. AP-BCPG CCE indirectly owns a 17.76% membership interest in Carroll County
Energy LLC, which operates a 700-megawatt combined cycle power generation plant project located
in Carroll County, Ohio, United States. This transaction contributes 60.92-megawatt generation
capacity to the Company, proportionated to the membership’s interest.
- The acquisition of 49.00% of the membership interest in AP-BCPG SFE Partners LLC (“AP-BCPG
SFE”) from APSFH. AP-BCPG SFE indirectly owns a 15.55% membership interest in South Field
Energy LLC, which operated a 1,182-megawatt combined cycle power generation plant project located
in Columbiana County, Ohio, United States. This transaction contributes 90.06-megawatt generation
capacity to the Company, proportionated to the membership’s interest.

On 20 February 2023, the Company’s Board of Directors’ meeting no. 2/2023 approved the payment of
annual dividends for the year 2022 of Baht 0.36 per share. The Company has already paid an interim
dividends of Baht 0.20 per share as disclosed in note 23 and will pay dividends of Baht 0.16 per share to
shareholders who are entitled to the dividends. The dividend payment is subjected to the approval of the
Annual General Meeting of the Company’s shareholders which will be held on 10 April 2023.

28 Thai Financial Reporting Standards (TFRS) not yet adopted

The Federation of Accounting Professions has issued and revised TFRSs which are effective for annual
accounting periods beginning on or after 1 January 2023 and have not been adopted in the preparation of
these financial statements because they are not yet effective. The Group has assessed the potential initial
impact on the financial statements of these issued and revised TFRSs and expected that there will be no
material impact on the financial statements in the period of initial application.

The accompanying notes form an integral part of the financial statements.

83 BCPG Public Company Limited 271
Attachments

Attachment 1
Profiles of Directors, Executives, Head of finance and
accounting, Accounting Supervisor and Company Secretary

Attachment 2
Directorship of Subsidiaries/Joint Ventures/
Related Companies

Attachment 3
Details of Head of Internal Audit and Head of Compliance

BCPG Public Company Limited 273

Attachment 1
Profiles of Directors, Executives, Head of finance and
accounting, Accounting Supervisor and Company Secretary
Mr. Pichai Chunhavajira
Chairman and Autharized Signing Director
Age 73
Education / Training
• Master’s Degree (Business Administration), Indiana University of Pennsylvania, USA
• Bachelor’s Degree (Accounting), Thammasat University
• Honorary Ph.D. (Accounting), Thammasat University
• Honorary Ph.D. (Financial Management), Mahasarakam University
• Honorary Ph.D. (Accounting), Sripatum University
• Diploma, National Defence College, The Joint Stage – Private Sector Course Class 13,
Thailand National Defence College, National Defence Studies Institute
• Certified Auditor
• Certificate, Director Accreditation Program (DAP 49/2006), Thai Institute of Directors (IOD)
• Certificate, Director Certification Program (DCP 143/2009), Thai Institute of Directors (IOD)
• Certificate, Leadership Program (Class 5), Capital Market Academy
Experience
• 2013 – Present : Chairman, The Bangchak Corporation Public Company Limited
• 2021 – Present : Director, VRB Energy Inc.
• 2014 – 2017 : Member of Board, Bank of Thailand
• 2001 – 2013 : Director, PTT Exploration and Production Public Company Limited
• 2010 - 2012 : Chairman, Thaioil Public Company Limited
• 2008 - 2012 : Chairman, Thaioil Ethanol Company Limited
• 2009 - 2011 : Director, PTT Public Company Limited
Director, IRPC Public Company Limited
• 2005 - 2011 : Director, Thai Airway International Public Company Limited
• 2000 - 2011 : Director, Thaioil Power Company Limited
• 1998 - 2011 : Director, The Bangchak Corporation Public Company Limited
Other directorship position / Other positions at present
• Other listed companies
- Chairman, The Bangchak Corporation Public Company Limited
- Chairman, BBGI Public Company Limited
• Non-listed companies
- President, Thailand Boxing Association
- Vice President, National Olympic Committee of Thailand
- President of the Asian Boxing Confederation (ASBC)
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2021)
• Common Listed Share : 1,169,642 Shares
• Warrant : 44,642 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

274 Form 56-1 One Report 2022

Mr. Chaiwat Kovavisarach
Vice Chairman and Authorized Signing Director
Chairman of Investment Committee
Age 56
Education / Training
• M.Eng., Asian Institute of Technology (AIT)
• Master of Business Administration (MBA), Thammasat University
• B.Eng. (Honor), King Mongkut’s Institute of Technology Ladkrabang (KMITL)
• Investment Banking, Kellogg Business School, Northwestern University, USA
• Director Certification Program (DCP168/2013), Thai Institute of Directors (IOD)
• Role of the Nomination and Governance Committee (RNG4/2013), Thai Institute of Directors (IOD)
• Certificate, National Defence Course (NDC 58), The National Defence College Association of Thailand
• Certificate, Thailand Energy Academy (TEA 10)
• Certificate of Senior Executives Class (CMA26), Capital Market Academy, Stock Exchange of Thailand
• Certificate of Senior Executives on Justice Administration Batch 25 National Justice Academy, Judicial Training
Institute, Office of the Judiciary
• Certificate, Role of Chairman Program (RCP 46/2020), Thai Institute of Directors (IOD)
Experience (5 years past experiences)
• 2015 – Present : Group Chief Executive Officer and President,
Bangchak Corporation Public Company Limited
Other directorship position / Other positions at present
• Other listed companies
- 2015 – present : Vice Chairman, Bangchak Corporation Public Company Limited
- 2017 – present : Director, BBGI Public Company Limited
- 2018 – present : Chairman, OKEA ASA (OSE), Norway
• Non-listed companies
- 2021 – present : President, Suan Kulab Witthayalai Alumnus Association Under
the Royal Partonage of H.M. the King
- 2021 – present : Member of Board of Director, Government Pension Fund
- 2020 – present : Chairman of Thai-Europe Business Council, Joint Committee on
- Private Sector 3 Institutions (Kor.Kor.Ror)
- 2020 – present : Advisory Board of The Petroleum and Petrochemical College, Chulalongkorn University
- 2019 - present : Director of Thailand Management Association (TMA)
- 2019 - present : Executive Chairman / Board of Trustees of Asian Institute of Technology (AIT)
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : 745,646 Shares
• Warrant : 28,459 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 275

General Kanit Sapitaks
Independent Director and Authorized Signing Director
Chairman of Nomination and Remuneration Committee
Age 70
Education / Training
• Chulachomklao Royal Military Academy, Class 24
• Armed Forces Academies Preparatory School, Class 13
• Diploma, National Defence Collage, The National Defence Course Class 49
• Regular Course (Class 63), Command and General Staff College
• Certificate, Director Accreditation Program (DAP 129/2016), Thai Institute of Director (IOD)
Experience
• 2014 – 2019 : Member of National Legislative Assembly
• 2016 - 2017 : Chairman, Aeronautical Radio of Thailand Limited
• 2014 – 2015 : Vice Chairman, Aeronautical Radio of Thailand Limited
• 2011 : Chairman of the Advisory Board, Ministry of Defence
• : Royal Guard of Special Assignments
• : Judge, Military Supreme Court
• 2010 : Special Advisor, Royal Thai Army
Other directorship position / Other positions at present
• Other listed companies
- None
• Non-listed companies
- Director, Five Province Bordering Forest Preservation Foundation
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : 196,875 Shares
• Warrant : 12 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

276 Form 56-1 One Report 2022

Mrs. Vilai Chattanrassamee
Independent Director and Authorized Signing Director
Chairman of the Audit Committee
Director of Nomination and Remuneration Committee
Age 69
Education / Training
• Master’s Degree (Accounting), Thammasat University
• Bachelor’s Degree (Accounting), Chulalongkorn University
• Certified Auditor
• Fellow Member, Thai Institute of Directors (IOD)
• Certificate, Director Certification Program (DCP 13/2001), Thai Institute of Directors (IOD)
Other directorship position / Other positions at present
• Other listed companies
- Director of Audit Committee, Director of Corporate Governance, Nominating and Compensation
Committee, MK Restaurant Group Public Company Limited
- Chairman of the Audit Committee, Director of Risk Management Committee and Director of Nomination and
Remuneration Committee, Saha Thai Terminal Public Company Limited
• Non-listed companies
- Audit Committee Administration of Mahidol University
- Sub-Committee Procurement and Administration Government Policy, Thai Government Procurement,
The Comptroller General’s Department
- Advisor Finance and Accounting, King Mongkut’s Institute of Technology Ladkrabang
- Independent Observer of Integrity Pact, Anti-Corruption Organization of Thailand (ACT)
- Chairman of the Audit Committee Member of the Nomination and Remuneration Committee,
- Northland Experience Co., Ltd.
- Director, Horton International Co., Ltd
Other directorship position / Other positions at the past
• Director of Audit Committee, King Mongkut’s Institute of Technology Ladkrabang
• Director of Audit Committee, Saha Thai Steel Pipe Public Company Limited
• Honorary secretary, Federation of Accounting Professions Under the Patronage of H.M. the King
• Vice Chairman of Accounting Professions Committee in Accounting System
• Treasurer, Federation of Accounting Professions Under the Patronage of H.M. the King
• Director of Federation Accounting Professions Committee in Managerial Accounting, Federation of
Accounting Professions Under the Patronage of H.M. the King
• Sub-Committee of Accounting Standard Screening, Federation of Accounting Professions Under
the Patronage of H.M. the King
• Lecturer of Managerial Accounting Committee and Accounting System Committee, Federation of
Accounting Professions Under the Patronage of H.M. the King
• Director and Executive Committee, Thai Cold Rolled Steel Sheet Public Company Limited
Experience
• Executive Vice President, Finance and Accounting, Sahaviriya Steel Industries Public Company Limited
• Chief Financial Officer, GMM Grammy Entertainment Public Company Limited
• Executive Vice President, Finance and Accounting,
• Siam Integrated Cold Rolled Steel Public Company Limited
• Executive Vice President, Finance and Accounting,
• Nation Publishing Group Public Company Limited
• Finance and Administration Manager, Digital Equipment Company Limited
• Controller, TMX (Thailand) Company Limited
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : 359,274 Shares
• Warrant : 14,940 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and : None
BCPG Public Company Limited 277
Police General Visanu Prasattongosoth
Independent Director
Chairman of Enterprise-wide Risk Management Committee
Age 60
Education / Training
• Master of Business Administration, University of San Francisco U.S.A.
• Master of Political Science, Sukhothai Thammathirat, Open University
• Bachelor of Arts (Economics), Vanderbilt University, U.S.A.
• Federal Bureau of Investigation (FBI) National Academy (NA-174)
• Certificate, National Defence Course (NDC53), The National Defence College
• Certificate, Top Executive Program, Class 2, Capital Market Academy (CMA), Stock Exchange of Thailand
• Certificate, Director Accreditation Program (DAP 11/2004), Thai Institute of Directors (IOD)
• Certificate, Audit Committee Program (ACP 7/2005), Thai Institute of Directors (IOD)
• Certificate, Finance for Non-Finance Director (FND 19/2005), Thai Institute of Directors (IOD)
• Certificate, Corporate Governance for Capital Market Intermediaries (CGI 3/2015), Thai Institute of Directors (IOD)
• Certificate, Advance Audit Committee Program (AACP 20/2015), Thai Institute of Directors (IOD)
Experience (5 years past experiences)
• 2020 – Present : Senior Inspector General, Royal Thai Police
• 2017 : Assistant Commissioner General, Royal Thai Police
Other directorship position / Other positions at present
• Other listed companies
- Directors, Bangkok Airways Public Co., Ltd.
- Independent Directors and Chairman of Audit Committee, Financia Syrus Securities Public Co., Ltd.
- Independent Directors and Chairman of Nomination and Remuneration Committee Chewathai Public Co., Ltd.
• Non-listed companies
- Senior Inspector General, Royal Thai Police
- Vice president, The Badminton Association of Thailand Under Royal Patronage of His Majesty the King
- Directors, Thai Kodama Company Limited
- Directors, BIRA PROPERTY Company Limited
- Directors, Mae Aroon Company Limited
- Directors, Modern Manu Company Limited
Direct and indirect holding of securities in the company (As of 31 December 2022)
• Common Share: 200,000 Shares
• Warrant: None Units
• Other Securities: None
Criminal records on violation of securities and futures contract laws (5 years past) : None
Familial relationship with other directors, executive, main shareholders, or subsidiaries : None

278 Form 56-1 One Report 2022

General Ongard Pongsakdi
Director (Independent Director)
Chairman of Corporate Governance Committee
Age 69
Education / Training
• Master of Arts, Command and General Staff College, Class 2
• Chulachomklao Royal Military Academy, Class 24
• Armed Forces Academies Preparatory School, Class 13
• Diploma, National Defense College, The National Defense Course, Class 49
• Advanced Certificate Course in Politics and Governance in Democratic Systems for Executives, Class 18
• Certificate, Director Accreditation Program (DAP 195/2022), Thai Institute of Directors (IOD)
• Certificate, Corporate Governance for Executives (CGE 20/2022), Thai Institute of Directors (IOD)
Experience
• 2014 – 2019 : Member of National Legislative Assembly
• 2014 : Senator
• 2013 : Special Advisor, Royal Thai Army
Other directorship positions / Other positions at present
• Other listed companies
- None
• Non listed companies
- None
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : None Shares
• Warrant : None Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 279

Mr. Surin Chiravisit
Independent Director and Authorized Signing Director
Director of Audit Committee
Director of Nomination and Remuneration Committee
Age 75
Education / Training
• Master of Laws, Chulalongkorn University
• Bachelor of Laws, Ramkhamhaeng University
• Bachelor of Education, Srinakharinwirot University
• Investigation of the criminal case program, Batch#44, The Royal Thailand Police
• Senior Administrator Program, Batch#29, Ministry of Interior
• Senior Executive Program, Batch#21, Office of The Civil Service Commission
• Certificate, National Defence Course (NDC40), The National Defence College
• Politics and Government in Democracy for Executives Class 6, King Prajadhipok’s Institute
• Director Certification Program (DCP136/2010), Thai Institute of Directors (IOD)
• How to Develop a Risk Management Plan (HRP1/2012), Thai Institute of Directors (IOD)
• Successful Formulation and Execution of Strategy (SFE17/2013), Thai Institute of Directors (IOD)
• Role of the Nomination and Governance Committee (RNG4/2013), Thai Institute of Directors (IOD)
• Advanced Security Management Program Class 5, The Association National Defence College of Thailand under the
Royal Patronage of His Majesty the King.
• Public-private social peace and order management training course, Class 2, Royal Thai Police
• Senior Executive Program in Urban Development Management, Class 5, Navamindradhiraj University
Experience
• 2006 – Present : Director and Vice President of the Council of Bangkok
Suvarnabhumi University
• 2008 – Present : Member of the Eye Procurement and Service Committee of the
Thai Red Cross Society
• 2008 – Present : Senior Consultant, Amata Corporation Public Company Limited
• 8 April 2010 - 1 November 2021 : Vice Chairperson and Chairperson of the Enterprise-wide Risk
Management Committee and Authorized Signature Director Bangchak
Corporation Public Company Limited
• 13 October 2015 – 3 August 2017 : Member of National Reform Steering Assembly, Parliament
• 2006 – Retirement (2008) : Secretary General, Social Security Office
• 2005 : Deputy Permanent Secretary, Ministry of Labor,
Office of the Permanent Secretary for Ministry of Labor
Other directorship positions / Other positions at present
• Other listed companies
- Director, BBGI Public Company Limited
• Non-listed companies
- Vice Chairman, National Reform Society, Office of the National Economic and Social Development Council
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : None Shares
• Warrant : None Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None
280 Form 56-1 One Report 2022
Mr. Thammayot Srichuai
Director and Authorized Signing Director
Director of Enterprise-wide Risk Management Committee
Director of Investment Committee
Age 64
Education / Training
• Bachelor’s Degree (Engineering), Rajamangala University of Technology
• The Executive Program in Energy Literacy for a Sustainable Future TEA (Class 8), Thailand Energy Academy
• Diploma, National Defence College (Class 52), The National Defence Course
• Certificate, The Civil Service Executive Development Program: Visionary and Moral Leadership (Class 56), Civil Service
Training Institute, Office of the Civil Service Commission
• Command and General Program (Class 47), Thailand National Defence College, National Defence Studies Institute
• Power Curriculum Program for Executives (Class 1), Ministry of Energy
• Certificate, Director Certification Program (DCP 239/2017), Thai Institute of Directors (IOD)
• Certificate, Corporate Governance for Executives (CGE 5/2015), Thai Institute of Directors (IOD)
Experience
• Present : Retire
• 1 October 2017 – 30 September 2018 : Permanent Secretary, Ministry of Energy
• 1 October 2016 – 30 September 2017 : Deputy Permanent Secretary, Ministry of Energy
• 2014 - 2016 : Director General of Department of Alternative
Energy Development and Efficiency
Other directorship position / Other positions at present
• Other listed companies
- None
• Non-listed companies
- None
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : 337,500 Shares
• Warrant : 13,392 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 281

Mr. Thaworn Ngamganokwan
Director (Independent Director) and Authorized Signing Director
Director of Enterprise-wide Risk Management Committee
Age 64
Education / Training
• Master of Public Administration (M.P.A.), Graduate School of Public Administration, National Institute of Development
Administration
• Bachelor of Engineering, Chulalongkorn University
• The Executive Program in Energy Literacy for a Sustainable Future TEA Class 10, Thailand Energy Academy
• Certificate, Director Certification Program (DCP 224/2016), Thai Institute of Directors (IOD)
• Advanced Certificate Course, Promotion of a Peaceful Society, Class 6, King Prajadhipok’s Institute
• Certificate, Director Accreditation Program (DAP EGAT/2015), Thai Institute of Directors (IOD)
• EGAT New Leader Development Program for Executives (ENLP)
• Advanced Certificate Course, The Course of the 58, Royal Thai Army War College
• Certificate, Risk Management Program for Corporate Leaders (RCL17/2019), Thai Institute of Directors (IOD)
• Certificate, Strategic Board Master Class (SBM 8/2020), Thai Institute of Directors (IOD)
Experience
• 2020 – 2021 : Consultant of Directors, EGAT Saving and Credit Cooperative Limited
(EGAT Saving)
• 2016 – 2019 : Member of the Electricity Generating Authority of Thailand Savings
Cooperative Limited (EGAT Saving)
• 1 October 2018 : Retired
• 1 October 2015 – 30 September 2018 : Deputy Governor-Fuel, Electricity Generating Authority of Thailand
• 1 October 2014 : Assistant Governor-Mae Moh Mine, Electricity Generating Authority
of Thailand
• 1 October 2013 : Assistant Governor-Fuel Management, Electricity Generating Authority
of Thailand
• 1 October 2011 : Director, Energy Resources Engineering Division, Electricity Generating
Authority of Thailand
Other directorship positions / Other positions at present
• Other listed companies
- None
• Non-listed companies
- None
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : None Shares
• Warrant : None Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

282 Form 56-1 One Report 2022

General Sakda Niemkham
Director (Independent Director) and Authorized Signing Director
Director of Corporate Governance Committee
Age 63
Education / Training
• Bachelor’s Degree, Science (Mechanical Engineering) (Class 31), Chulachomklao Royal Military Academy
• Airborne Training Course (Class 139), Special Warfare Center
• Ranger Training Course (Class 69), Special Warfare Center
• Officer Basic Course Cavalry (Class 1/1986)
• Officer Advance Course Cavalry, Australia (ROAC)
• Officer Advance Course Cavalry, Thailand
• Administrator Army Comptroller Course
• The Course of the 71, Command and General Staff Collage
• The Course of the 52, Royal Thai Army War Collage
• Diploma, National Defence College, The National Defence Course (Class 57)
• Certificate, Director Accreditation Program (DAP 164/2019),Thai Institute of Directors (IOD)
• Certificate, Strategic Board Master (SBM 9/2020), Thai Institute of Directors (IOD)
• Certificate, Ethical Leadership Program (ELP 24/2021), Thai Institute of Directors (IOD)
Experience
• 2020 : Perform duties in Chief general staff officer of Minister of Defense
Ministry of Defense
• 2019 : Chief of the Army Cavalry Squadron
• 8 May 2019 – 9 September 2019 : Director, The Government Lottery Office
• 2018 : Task force of Advisor, National Security Council
• 2017 : Director, 5th Operations Coordination Center (Mission of The Southern
Border Provinces), Royal Thai Army
• 2015 : Professional, Royal Thai Army and perform duties in Deputy Director,
Office of The Policy and Strategy Security, Internal Security Operation
Command (OPSS, ISOC)
Other directorship positions / Other positions at present
• Other listed companies
- None
• Non-listed companies
- Chief Advisor of General Sunthorn Kongsompong Foundation (AD 1991)
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : None Shares
• Warrant : None Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 283

Mr. Theeraj Athanavanich
Director (Independent Director)
Director of Audit Committee
Age 57
Education / Training
• Master of Business Administration (Finance), University of Alabama at Birmingham, USA
• Master of Business Administration (Marketing), Chulalongkorn University, Bangkok
• Bachelor of Business Administration (Banking and Finance), Chulalongkorn University, Bangkok
• Public Legal Executive Training Program Class 8, Office of the Council of State
• The National Defence Course, Class 58, Thailand National Defence College
• The Civil Service Executive Development Program: Visionary and Moral Leadership, Class 68,
Office of the Civil Service Commission
• Senior Executive Program, Columbia University, USA
• Directors Certification Program (DCP) Class 48/2004, Thai Institute of Directors Association (IOD)
• Role of the Chairman Program (RCP) Class 48/2021, Thai Institute of Directors Association (IOD)
• Advance Audit Committee Program (AACP) Class 44/2022, Thai Institute of Directors (IOD)
Experience
• 2021 – Present : Deputy Permanent Secretary Chief of The Asset Cluster , Ministry of Finance
• 2021 – 2022 : Deputy Permanent Secretary, Ministry of Finance
• 2016 – 2021 : Bond Market Advisor, Public Debt Management Office, Ministry of Finance
• 2015 – 2016 : Deputy Director General, Public Debt Management Office, Ministry of Finance
Other directorship positions / Other positions at present
• 2019 – Present : Chairman, Tobacco Authority of Thailand
• 2021 – Present : Chairman, Government Savings Bank
• Other listed companies
- None
• Non-listed companies
- Chairman, Tobacco Authority of Thailand
- Chairman, Government Savings Bank
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : None Shares
• Warrant : None Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

284 Form 56-1 One Report 2022

Mr. Niwat Adirek
Chief Executive Officer and President
Secretary to the Board of Directors
Director and Secretary to Corporate Governance Committee
Director and Secretary to Enterprise-wide Risk Management Committee
Director of Investment Committee
Age 64
Education
• Master’s Degree, Electrical Power Engineering Rensselaer Polytechnic Institute, USA
• Bachelor’s Degree, Engineering, Chulalongkorn University
• Directors Certification Program (DCP) Class 321/2022, Thai Institute of Directors Association (IOD)
Experience
• February 2022 : Chief Executive Officer and President, BCPG Public Company Limited
• July 2021 : President and Senior Executive Vice President Operation
BCPG Public Company Limited
• January 2020 : Senior Executive Vice President Operation, BCPG Public Company Limited
• March - December 2019 : Advisor, Business Development, BCPG Public Company Limited
• 1997 – 2018 : Senior Executive Vice President, CLMVT Business Development
Senior Executive Vice President, International 2 Business Development
Executive Vice President, International Business Development
Senior Vice President, Business Development
Vice President, Business Development
Electricity Generating Public Company Limited (EGCO)
• 1991 – 1997 : Engineering Manager Italthai Engineering Co., Ltd.
• 1980 – 1991 : Electric Engineer Electricity Generating Authority of Thailand (EGAT)
Other directorship position / Other positions at present
• Other listed companies
- None
• Non-listed companies
- Director, BCPG Indochina Company Limited
- Director, BSE Power Holdings (Thailand) Company Limited
- Director, Indochina Development Operation and Holdings Pte. Ltd.
- Director, BCPG Japan Corporation
- Director, BCPG Engineering Company
- Director, BCPG Wind Corperatief U.A.
- Director, Impact Energy Asia Development Limited
- Director, PetroWind Energy Inc. (PWEI)
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : 3,400 Shares
• Warrant : 142 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 285

Mr.Phuwadon Suntornwipart
President
Age 53
Education
• Bachelor of Engineering Chulalongkorn University
Training / Seminar
• Advanced Master of Management, National Institute of Development Administration (NIDA)
• Director Certification Program (DCP299/2020)
• Director Accreditation Program (DAP 148/2018)
Experience
• Present : Senior Executive Vice President, Acting as President, BCPG Public CompanyLimited
• 2021 - 2022 : Executive Vice President, Energy and Natural Resources Business DevelopmentOthers
• 2019 – 2021 : Director and Chief Operating Officer and Business Development Inter Far East
Energy Corporation Plc. (IFEC)
• 2018 : Managing Director, DOD Biotech Plc.
• 2016 – 2018 : CEO, Equator Solar Capital Company Limited
• 2012 – 2016 : Managing Director-Thailand and Neighboring Countries, SunEdison Energy (Thailand) Co., Ltd.
• 2009 – 2012 : Vice President assigned to PTTEP Global Business, Bangkok, Schlumberger
• 2007 – 2009 : Vice President Global Strategy & Quality, Texas, USA, Schlumberger
• 2005 – 2007 : Regional Managing Director and CEO, North ASEAN and Bangladesh Region,
Bangkok, Schlumberger
• 2003 – 2005 : Country Managing Director Schlumberger Group Vietnam, Ho Chi Minh City, Vietnam,
Schlumberger
Other directorship position / Other positions at present
• Other listed companies
- None
• Non-listed companies
- Director, BSE Power Holdings (Thailand) Co., Ltd.
- Director, Monsoon Wind Power Co., Ltd.
- Director, Huang Ming Japan Co., Ltd.
- Director, BCPG Formosa Co., Ltd.
- Director, Arkitektura Company Limited
- Director, Petroleum Institute of Thailand
- President, Thai Photovaltaic Industries Association
- Sub-committee of Electricity Price Restructuring, House of Representatives
Shareholding in the Company: (both directly and indirectly held) (As of December 31, 2021)
• Common listed share: None
• Warrant: None
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

286 Form 56-1 One Report 2022

Ms. Sattaya Mahattanaphanij
Senior Executive Vice President, Corporate Excellence and Company Secretary
Age 56
Education
• Master’s Degree, International Business and Information Management System, Widener University,
Pennsylvania, USA
• Bachelor’s Degree, Business Administration (Banking and Finance), Assumption University
Training / Seminars
• Certificate of Company Secretary Program (CSP 82/2017), Thai Institute of Directors
• Advance Senior Executive Program (ASEP-3), Sasin and Kellogg School of Management
• Certificate of Board Nomination and Compensation Program (BNCP 5/2019), Thai Institute of Directors
• Director Certification Program (DCP 293/2020), Thai Institute of Directors (September, 2020)
Experience
• 22 December 2017 – Present : Senior Executive Vice President, Corporate Excellence,
BCPG Public Company Limited
• 31 July 2017 – 22 December 2017 : Acting Senior Executive Vice President,
Corporate Excellence, BCPG Public Company Limited
• 2016-31 July 2017 : Executive Vice President, Finance and Accounting,
BCPG Public Company Limited
• 2006-2016 : Executive Director, Avantgarde Capital Co., Ltd.
Other directorship position / Other positions at present
• Other listed companies
- Executive Vice President Bangchak Corporation Public Company Limited
• Non-listed companies
- Director, BCPG Investment Holdings Pte. Ltd.
- Director, Greenergy Holdings Pte. Ltd.
- Director, Greenergy Power Pte. Ltd
- Director, Bangchak Solar Energy Company Limited
- Director, Bangchak Solar Energy (Prachinburi) Company Limited
- Director, Bangchak Solar Energy (Chaiyaphum1) Company Limited
- Director, Bangchak Solar Energy (Buriram) Company Limited
- Director, Bangchak Solar Energy (Buriram1) Company Limited
- Director, Bangchak Solar Energy (Nakhon Ratchasima) Company Limited
- Director, Prathumwan Smart District Cooling Company Limited
- Director, Avantgarde Capital Company Limited
- Director, Energy Response Company Limited
- Director, Indochina Development Operation and Holdings Pte. Ltd
- Director, Huang Ming Japan Co., Ltd.
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : 240,000 Shares
• Warrant : 11,071 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 287

Mrs. Saowapap Sumeksri
Senior Executive Vice President Finance and Accounting
Age 53 years
Education
• Master of Business Administration (Finance), West Coast University, USA.
• Bachelor of Business Administration (Finance), Chulalongkorn University
Training
• Executive Energy Program: EEP5 (2019)
• Executive Development Program: EDP15 (2018)
• Thai Financial Reporting Standards: TFRS9 (2018)
• Accounting for Financial Instruments (Outbound Investment Legal & Tax, IHQ, ITC & ROH (2018)
• The New Cyber Risks & Digital Disruption Conference 2018 (2018)
• Mergers & Acquisition: Strategy, Contract & Negotiation (2018)
• Management Program: Certificate of Top Management (2017)
Experience
• 2021 : Executive Vice President Financial Controller, Bangchak Corporation Public Company Limited
• 2018 : Senior Vice President, Corporate Financial Management, Bangchak Corporation Public Company Limited
• 2014 : Vice President, Corporate Financial Management, Bangchak Corporation Public Company Limited
Other directorship position / Other positions at present
• Other listed companies
- Director OKEA ASA
• Non-listed companies
- Director, BSE Power Holdings (Thailand) Company Limited
- Director, BSE Power Company Limited
- Director, BSE Power (Kanjanaburi) Company Limited
- Director, BSE Power (Kanjanaburi 1) Company Limited
- Director, BSE Power (Lopburi) Company Limited
- Director, BSE Power (Prachinburi) Company Limited
- Director, BCPG Wind (Ligor) Company Limited
- Director, BCPG Indochina Company Limited
- Director, Thai Digital Energy Development Company Limited
- Director, BCPG Investment Holdings Pte.Ltd.
- Director, Monsoon Wind Power Company Limited
- Director, Winnonie Company Limited
- Director, Keha Supracha Public Company Limited
- Director, Mee Tee Mee Ngern Company Limited
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 1 ,2022)
- Common listed share : 10,000 shares
- Warrant: None
- Other Securities: None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

288 Form 56-1 One Report 2022

Mr. Charnvit Trangadisaikul
Acting Senior Executive Vice President, Operation
Age 42
Education
• Master of Business Administration, Sasin Graduate Institute of Business Administration of Chulalongkorn University
• Bachelor of Engineering (Mechatronics), The University of Melbourne, Australia
• Bachelor of Computer Science, The University of Melbourne, Australia
Training / Seminars
• Industrial Development and Investment for Executive, Institute of Business and Industrial Development (IBID 7)
• Integrative Management for New Era Security, Association of Royal Thai Army War College (IMNES 1)
• Director Certification Program, Thai Institute of Directors (DCP295/2020)
• Executive Development Program, Thai Listed Companies Association (EDP 17)
• Strategic Management in Real Estate Business, Thai Real Estate Association, Chulalongkorn University (RECU 38)
• Financial Advisers Certification Course, Association of Thai Securities Companies, Thai Listed Companies Association
• 2MORROW SCALER #2
Experience
• - July 2022 – Present : Acting Senior Executive Vice President, Operation
BCPG Public Company Limited
• - February 2018 – June 2022 : Executive Vice President, Business Strategy and Investment
BCPG Public Company Limited
• - July 2017 - January 2018 : Senior Vice President, Corporate Business Development
BCPG Public Company Limited
• - January 2016 - June 2017 : Senior Vice President, Merger and Acquisition
BCPG Public Company Limited
• - 2013 – 2015 : Investment Director,
Equis Funds Group (Thailand)
• - 2012 - 2013 : Vice President, Investment Banking
Avantgarde Capital Company Limited
• - 2011 - 2012 : Assistant Vice President, Business Relations
Siam Commercial Bank Public Company Limited
Other directorship position / Other positions at present
• Other listed companies
- Senior Vice President, Bangchak Corporation Public Company Limited
• Non-listed companies
- Director, Bangchak Solar Energy Company Limited
- Director, Bangchak Solar Energy (Buriram) Company Limited
- Director, Bangchak Solar Energy (Buriram1) Company Limited
- Director, Bangchak Solar Energy (Nakhon Ratchasima) Company Limited
- Director, Bangchak Solar Energy (Chaiyaphum1) Company Limited
- Director, Bangchak Solar Energy (Prachinburi) Company Limited
- Director, BSE Power Company Limited
- Director, BSE Power (Kanjanaburi) Company Limited
- Director, BSE Power (Kanjanaburi 1) Company Limited
- Director, BSE Power (Prachinburi) Company Limited
- Director, BSE Power (Lopburi) Company Limited
- Director, BCPG Wind (Ligor) Company Limited
BCPG Public Company Limited 289
 - Director, BCPG Indochina Company Limited
- Director, Prathumwan Smart District Cooling Company Limited
- Director, Oamsuk Social Enterprise Company Limited
- Director, BSE Energy Holdings Pte. Ltd.
- Chairman, BCPG Formosa Co., Ltd.
- Chairman, BCPG Formosa One Co., Ltd.
- Chairman, BCPG Formosa Two Co., Ltd.
- Chairman, Jie Yang Energy Co., Ltd.
- Chairman, Ying-Chen Co., Ltd.
- Director, PetroWind Energy Inc.
- Director, Monsoon Wind Power Co., Ltd.
- Director, The Federation of Thai Industries
- Director, Thai Investor Relations Club, Thai Listed Companies Association
- Treasurer, Thai Photovoltaic Industries Association
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : 187,025 Shares
• Warrant : 27,520 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

290 Form 56-1 One Report 2022

Mr. Pavan Siamchai
Executive Vice President, Operation
Country Manager, BCPG Japan Corporation
Age 52
Education
• Ph.D., Engineering (Electrical and Electronics), Tokyo Institute of Technology, Japan
• Master’s Degree, Electrical Engineering, Chulalongkorn University
• Bachelor’s Degree, Electrical Engineering, Chulalongkorn University
Training / Seminars
• Certificate, Director Accreditation Program (DAP 123/2016), Thai Institute of Directors (IOD)
Experience
• 2005 – 2015 : Director and Chief Operating Officer, Solartron Public Company Limited
Other directorship position / Other positions at present
• Other listed companies
- None
• Non-listed companies
- Director, BCPG Japan Corporation
- Director, BCPG Engineering Company
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : 212,062 Shares
• Warrant : 8,415 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
•
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 291

Mr.Chatchai Loybundit
Executive Vice President, Business Strategy and Investment
Age 47
Education
• Master of Business Administration Sasin Graduate Institute of Business Administration of Chulalongkorn University
• Bachelor of Engineering (Electrical) (Second class honor) King Mongkut’s Institute of Technology Ladkrabang
Training / Seminar
• • Finance and Market Research course: University of Salzburg Business School and Westminster Business School,
London, ENGLAND
• • Finance and Marketing courses: Kellogg School of Management, Northwestern University, Chicago, USA
Experience
• July 2022 - Present Executive Vice President, Strategy and Investment, BCPG Public Company Limited
• August 2021 - June 2022 Senior Vice President, New Business Development, Bangchak Corporation
Public Company Limited
• 2018 - 2020 Managing director, LOY Supply and Service Co., Ltd.
• 2013 - 2017 Manager & Director (Finance), Schlumberger GeoTools
• (Dubai)
• 2011 - 2012 Regional Business Unit Manager (Operation),
Schlumberger (Thailand, Laos, Cambodia)
• 2008 - 2010 Account Manager (Sales & Marketing), Schlumberger (Thailand)
• 2005 - 2007 Field Service Manager (Operation), Schlumberger (Indonesia)
• 2003 - 2004 Service Quality Manager (Technical Support), Schlumberger (Iran)
• 1997 - 2002 Engineer (Operation), Schlumberger (Malaysia, Thailand, China)
Other directorship position / Other positions at present
• Other listed companies
- Senior Vice President, Bangkok Corporation Public Company Limited
• Non-listed companies
- Director, Thai Digital Energy Development Company Limited
- Director, Prathumwan Smart District Cooling Company Limited
- Director, Oamsuk Social Enterprise Company Limited
- Director, Thai Special Gas Co., Ltd.
- Director, BTSG Company Limited
- Director, LOY Supply and Service Co., Ltd.
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2022)
• Common Listed Share : None
• Warrant : None
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

292 Form 56-1 One Report 2022

Mr. Kongkiat Kanjanapan
Senior Vice President, Corporate Financial Management & Investor Relations Department
Age 56
Education
• Master of Economics, Thammasat University
• Bachelor of Economics, Kasetsart University
Experience
• 2018 – Present : Senior Vice President, Corporate Financial Management & Investor Relations
Department, BCPG Public Company Limited
• 2015 – 2018 : Vice President, Corporate Financial Management & Investor Relations Department,
BCPG Public Company Limited
• 2014 – 2015 : Vice President, Corporate Financial Management & Investor Relations Department,
SF Corporation Public Company Limited
• 2011 – 2014 : Vice President, Cash Management & Financial Risk Department, Thai
Other directorship position / Other positions at present
• Other listed companies
- None
• Non-listed companies
- Director, BCPG Formosa Co., Ltd.
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2021)
• Common Listed Share : 223,600 Shares
• Warrant : 9,000 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 293

Mr. Pongsak Chanama
Vice President, Corporate Accountancy Department
Age 59
Education
- Master of Business Administration, National Institute of Development Administration
- Bachelor of Accountancy, Thammasat University
Experience
• 2018 – Present : Senior Vice President, Corporate Financial Management & Investor
Relations Department, BCPG Public Company Limited
• 2015 – 2018 : Vice President, Corporate Financial Management & Investor
Relations Department, BCPG Public Company Limited
• 2017 – Present : Vice President, Corporate Accountancy Department, BCPG Public Company Limited
• 2016 – 2017 : Accounting Consultant, BCPG Public Company Limited
• 2015 – 2016 : Vice President, Finance and Accounting, Finance and Accounting, Asia Metal Public
Company Limited
• 1992 – 2012 : Manager of Finance and Accounting, Sahaviriya Steel Industries Public Company Limited
Other directorship position / Other positions at present
• Other listed companies
- None -
• Non-listed companies
- None -
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2021)
• Common Listed Share : 98 Shares
• Warrant : None Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

294 Form 56-1 One Report 2022

 Attachment 2 Directorship of Subsidiaries/Joint Ventures/Related Companies
2.1 Position as Director or Executive Officer in Subsidiaries/Joint Ventures/Related Companies in Thailand

Joint Related
Subsidiaries
Ventures Companies
Directors / Companies

BSE
BRM
BRM1
CPM1
NMA
PRI
BIC
LLG
BSPH
BSP
KAN
KAN1
LOP
CPRS
TDED
PSDC
ออมสุุข
Enres

Mr. Niwat Adirek D D

Mr. Phuwadon Suntornwipart D
Mr. Charnvit Trangadisaikul C C C C C C D D D D D D D D D
Ms. Saowapap Sumeksri D D D D D D D D D
Ms. Sattaya Mahattanaphanij D D D D D D D D
Mr. Chatchai Loybundit D,GM D D
C = Chairman , VC = Vice Chairman , CEO = Chief Executive Officer , P = President , D = Director , M = Management , MD = Managing Director, GM = General Manager

BSE = Bangchak Solar Energy Company Limited KAN = BSE Power (Kanjanaburi) Company Limited
BRM = Bangchak Solar Energy (Burirum) Company Limited KAN1 = BSE Power (Kanjanaburi 1) Company Limited
BRM1 = Bangchak Solar Energy (Burirum1) Company Limited LOP = BSE Power (Lopburi) Company Limited
CPM1 = Bangchak Solar Energy (Chaiyaphum1) Company Limited CPRS = BSE Power (Prachinburi) Company Limited
NMA = Bangchak Solar Energy (Nakhon Ratchasima) Company Limited TDED = Thai Digital Energy Development Company Limited
PRI = Bangchak Solar Energy (Prachinburi) Company Limited PSDC = Prathumwan Smart District Cooling Company Limited
BIC = BCPG Indochina Company Limited Oam Suk = Oam Suk Social Enterprise Company Limitedด
LLG = BCPG Wind (Ligor) Company Limited Enres = Energy Response Company Limited
BSPH = BSE Power Holdings (Thailand) Company Limited
BSP = BSE Power Company Limited

BCPG Public Company Limited

295
 2.2 Position as Director or Executive Officer in Subsidiaries/Joint Ventures/Related Companies in Overseas

Subsidiaries Joint Indirect Related

Ventures Joint Companies
Ventures
Directors /Companies

296 Form 56-1 One Report 2022

NS3A
NS3B
BCPGI
BSEH
GNH
GNP
IDO
HMJ
BCPGJ
BCPGE
BCPG Wind
BCPGF
Formosa1
Formosa2
Jie Yang
Ying-Chien
PWEI
IEAD
MWP
BCPT

Mr. Niwat Adirek D D D D D D

Mr. Phuwadon Suntornwipart D D D
Mr. Charnvit Trangadisaikul D D D D D D D D
Ms. Saowapap Sumeksri D D
Ms. Phatpuree Chinkulkitnivat (1) GM GM D D D
Ms. Sattaya Mahattanaphanij D D D D D
Mr. Pavan Siamchai D D
Mr. Kongkiat Kanjanapan D
C = Chairman , VC = Vice Chairman , CEO = Chief Executive Officer , P = President , D = Director , M = Management , MD = Managing Director, GM = General Manager
(1)
Held the position until 13 February 2023

NS3A = Nam San 3A Sole Co., Ltd. BCPG Wind = BCPG Wind Cooperatief U.A..
NS3B = Nam San 3B Sole Co., Ltd. BCPGF = BCPG Formosa Co., Ltd.
BCPGI = BCPG Investment Holdings Pte. Ltd. Formosa1 = BCPG Formosa One Co., Ltd.
BSEH = BSE Energy Holdings Pte. Ltd. Formosa2 = BCPG Formosa Two Co., Ltd.
GNH = Greenergy Holdings Pte. Ltd. Jie Yang = Jie Yang Energy Co., Ltd.
GNP = Greenergy Power Pte. Ltd. Ying-Chen = Ying-Chen Co., Ltd.
IDO = Indochina Development Operation and Holdings Pte. Ltd. PWEI = PetroWind Energy Inc.
HMJ = Huang Ming Japan Company Limited IEAD = Impact Energy Asia Development Limited
BCPGJ = BCPG Japan Corporation MWP = Monsoon Wind Power Company Limited
BCPGE = BCPG Engineering Company BCPT = BCP Trading Pte. Ltd.
Attachment 3 Details of Head of Internal Audit and Head of
Compliance Department
Assistant Manager and Acting Head
Ms. Thiparat Suikim
Assistant Manager and Acting Head, Office of Internal Audit and Secretary of Audit Committee
Age 52
Education
• Bachelor of Business Administration (Financial Accounting), Ramkhamhaeng
Training / Seminars
• Certificate, Quality Assurance and Improvement Program (QAIP), The Institute of Internal
Auditors of Thailand (IIAT)
• Certificate, Internal Audit Certificate Program (IACP), Federation of Accounting
Professions Under the Royal Patronage of His Majesty the King
• Certificate, Risk Management and Internal Control Program, Thai Listed Companies
Association
• Certificate, Information Technology Auditing program, Federation of Accounting
Professions Under the Royal Patronage of His Majesty the King
• Certificate, Value – Added Business Control, The Right Way to Manage Risk
• Certificate, Internal Control Framework, The Institute of Internal Auditors of Thailand
• Certificate, Corporate Secretary Development Program, Faculty of Commerce and
Accountancy, Chulalongkorn University
• Certificate, Company Secretary Program, Thai Institute of Directors & Thai Listed
Companies Association
EXPERIENCE (5 years past experiences)
• May 2017 – Present : Assistant Manager and Acting Head, Office of Internal Audit
• BCPG Public Company Limited
• November 2015 – March 2017 : Head of Internal Audit ACS Capital Corporation Company Limited
(AEON Group)
• May 2014 – October 2015 : Senior Manager Internal Audit AEON Thana Sinsap (Thailand) PLC.
• August 2010 – April 2014 : Manager Internal Audit AEON Thana Sinsap (Thailand) PLC.
• January 2001 – August 2010 : Company Secretary and Manager Internal Audit Thai O.P.P Public Co. Ltd
• September 1996 – December 2000 : Head of Account Payable, Thai O.P.P Public Co., Ltd
• December 1992 – August 1996 : Head of Account Payable and Cost Control Department
O.G.C. Real Estate Company Limited
Other directorship position / Other positions at present
• Other listed companies
- None
• Non-listed companies
- None
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2021) : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

BCPG Public Company Limited 297

Details of Head of Corporate Compliance
Ms.Sattaya Mahattanaphanij
Senior Executive Vice President, Corporate Excellence and Company Secretary
Age 56
Education
• Master’s Degree, International Business and Information Management System, Widener University, Pennsylvania, USA
• Bachelor’s Degree, Business Administration (Banking and Finance), Assumption University
Training / Seminars
• Certificate of Company Secretary Program (CSP 82/2017), Thai Institute of Directors
• Advance Senior Executive Program (ASEP-3), Sasin and Kellogg School of Management
• Certificate of Board Nomination and Compensation Program (BNCP 5/2019), Thai Institute of Directors
• Director Certification Program (DCP 293/2020), Thai Institute of Directors (September, 2020)
Experience
• 22 December 2017 – Present : Senior Executive Vice President, Corporate Excellence, BCPG Public
Company Limited
• 31 July 2017 – 22 December 2017 : Acting Senior Executive Vice President, Corporate Excellence, BCPG
Public Company Limited
• 2016-31 July 2017 : Executive Vice President, Finance and Accounting, BCPG Public
Company Limited
• 2006-2016 : Executive Director, Avantgarde Capital Co., Ltd.
Other directorship position / Other positions at present
• Other listed companies
- None
• Non-listed companies
- Director, BCPG Investment Holdings Pte. Ltd.
- Director, Greenergy Holdings Pte. Ltd.
- Director, Greenergy Power Pte. Ltd
- Director, Bangchak Solar Energy Company Limited
- Director, Bangchak Solar Energy (Prachinburi) Company Limited
- Director, Bangchak Solar Energy (Chaiyaphum1) Company Limited
- Director, Bangchak Solar Energy (Buriram) Company Limited
- Director, Bangchak Solar Energy (Buriram1) Company Limited
- Director, Bangchak Solar Energy (Nakhon Ratchasima) Company Limited
- Director, Prathumwan Smart District Cooling Company Limited
- Director, Avantgarde Capital Company Limited
- Director, Energy Response Company Limited
- Director, Indochina Development Operation and Holdings Pte. Ltd
- Director, Huang Ming Japan Company Limited
Proportion Securities Holding in the Company (both directly and indirectly held) (As of December 31, 2021)
• Common Listed Share : 240,000 Shares
• Warrant : 11,071 Units
• Other Securities : None
Criminal records on violation as Director, Executive and Controlling person (5 years past) : None
Familial relationship between directors, executives, Major Shareholders and subsidiaries : None

298 Form 56-1 One Report 2022

BCPG Public Company Limited
2098 M Tower Building, 12th Floor, Sukhumvit Road,
Phrakhanong Tai, Phrakhanong, Bangkok 10260
Tel +66 2335 8999 Fax +66 2335 8900
www.bcpggroup.com

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