24 November 1999

VIEWED QUARTER-3 AND CONSOLIDATED F/S (F45-3)

DKK Sino-Thai Telecommunications Engineering and transmission Company Limited lines Thailand Shareholders 8,000 8,000 35 35 2,800 2,800 32,313 29,080 32,313 29,080 700 2,800 ACS Asia Limited Light steel Fabrication Thailand Shareholders 10,000 10,000 50 50 5,000 5,000 8,986 8,986 8,986 8,986 - - ACS Asia (1996) Manufacturing and Company Limited Sale cable support system Thailand Shareholders - 15,000 - 50 - 7,500 - 15,966 - 15,966 - - MMR Asia Electrical and Company Limited Instruments factory contractor Thailand Shareholders - 30,000 - 45.12 - 11,999 3,000 3,000 3,000 3,000 - - Thai Maintenance Maintenance contracting service for Company Limited industrial plants Thailand Shareholders 12,315 12,315 25.14 25.14 2,340 2,340 6,684 5,049 6,684 5,049 - - 340,130 359,629 297,094 338,444 297,094 338,444 700 2,800 Less Allowance for devaluation of investment (11,986) (8,986) Total Investments in associated companies 285,108 329,458 Total Investments in related parties 285,108 329,458 CONSOLIDATED COMPANY'S SEPARATE Company's nameType of Business Country Relation shares capital Percentage of Cost method Equity method Accounting record Dividend 1999 1998 share holding 1999 1998 1999 1998 1999 1998 1999 1998 Baht'000 Baht'000 1999 1998 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Others Available for sale securities STP & I Public Steel fabrication, Company Limited steel construction, Industrial boilers and pressure vessels manufacturing Thailand Shareholders 250,000 250,000 10 10 75,750 75,750 - - 75,750 75,750 - - Nakornthai Stripmill PublicCompany Limited Thailand Shareholders 8,600,000 5,600,000 1.85 3.01 110,000 254,000 - - 110,000 254,000 - - Thanayong Public Company Limited Thailand Shareholders 3,064,557 3,064,557 0.02 0.02 10,033 10,033 - - 10,033 10,033 - - 195,783 339,783 - - 195,783 339,783 - - Less Allowance for devaluation of Available for sale securities (153,046)(243,937) - - (153,046) (243,937) - - Total Available for sales securities 42,737 95,846 - - 42,737 95,846 - - General Securities Abico Land Company Limited Thailand Shareholders 200,000 200,000 15 15 30,000 30,000 - - 30,000 30,000 - - Nithipat Leasing Company Limited Thailand Shareholders 800,000 800,000 15 15 129,568 129,568 - - 129,568 129,568 - - CONSOLIDATED COMPANY'S SEPARATE Company's nameType of Business Country Relation shares capital Percentage of Cost method Equity method Accounting record Dividend 1999 1998 share holding 1999 1998 1999 1998 1999 1998 1999 1998 Baht'000 Baht'000 1999 1998 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Peroxy Thai Company Thailand Shareholders 793,000 793,000 2.73 2.73 21,650 21,650 - - 21,650 21,650 - - Limited The Preferred Shares mutual fund subordinated debentures of Thai Farmer Bank Public Company Limited Fund Thailand - 40,000,000 - 0.25 - 100,000 - - - 100,000 - - - Government Bond - - - - 23,888 - - - 23,888 - - - Others 34,031 35,194 - - 34,031 35,194 - - 339,137 216,412 - - 339,137 216,412 - - Total investments in gneral securities 307,055 183,167 Total Investment in oher related parties 349,792 279,013 Total investments 646,323 608,471 5.5.2 Loans to related parties Consolidated Company's separate 1999 1998 1999 1998 Policy of interest Baht '000 Baht '000 Baht '000 Baht '000 on loans charging Other Related parties Peroxy Thai Company Limited 4,150 4,150 4,150 4,150 13-18% 13 -18% Other 90 90 90 90 4,240 4,240 4,240 4,240 Less Allowance for doubtful accounts (90) (90) (90) (90) Total Loans 4,150 4,150 4,150 4,150 Total Investments and Loans 650,473 612,621 676,347 700,576 As at September 30, 1999 and 1998, the Company recorded loss on excess of cost over book value of investment in equity of associated companies and joint venture amounting to approximately Baht 46.44 million and Baht 80.08 million respectively in the consolidated financial statements, and record Baht 79.61 million and Baht 80.08 million respectively in the separate financial statements which were shown under other liabilities. The Company recorded investments in associated companies and joint ventures by using the equity method in the financial statements for the three-month periods and nine-month periods ended September 30, 1999 and 1998 on the basis of the financial information obtained from the management which had not been reviewed by the auditors. 5.6 The Company has significant transactions with its related parties for the periods ended September 30, are as follows: Consolidated Company's separate 1999 1998 1999 1998 Baht '000 Baht '000 Baht '000 Baht '000 Revenues from construction 9,336 - - - Revenues from services, rent and others 38 - 567 1,207 Interest income 8,241 - 17,353 7,097 Equipment purchase 8,536 - 628 1,562 Concrete service and others - - 689 1,299 NOTE 6 - CASH AND CASH EQUIVALENTS Cash and cash equivalents as at September 30 are summarized as follows: Consolidated Company's separate 1999 1998 1999 1998 Baht '000 Baht '000 Baht '000 Baht '000 Cash in hand and at banks 1,064,938 647,773 996,608 613,663 Less Cash at bank pledged as collaterals (839,667) - (836,553) - Cash and cash equivalents - net 225,271 642,773 160,055 613,663 As at September 30, 1999, cash at bank in the consolidated financial statements and the separate financial statements amounted to Baht 839.67 million and Baht 836.55 million respectively, were pledged as collaterals for bank credits. NOTE 7 SHORT-TERM INVESTMENTS Short-term investments as at September 30, are summarized as follows: Consolidated Securities Trading General Investments Total 1999 1998 1999 1998 1999 1998 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Baht'000 Equity securities 305,851 417,514 37,675 55,500 343,526 473,014 Less Allowance for devaluation of investment (218,540) (327,470) - (4,828) (218,540) (332,298) Equity securities - net 87,311 90,044 37,675 50,672 124,986 140,716 Company's separate Securities Trading General Investments Total 1999 1998 1999 1998 1999 1998 Equity securities 305,746 417,409 37,675 55,500 343,421 472,909 Less Allowance for devaluation of investment (218,440) (327,470) - (4,828) (218,440) (332,298) Equity securities - net 87,306 89,939 37,675 50,672 124,981 140,611 NOTE 8 - ACCOUNTS RECEIVABLE Accounts receivable as at September 30, are summarized as follows: Consolidated Company's separate 1999 1998 1999 1998 Baht '000 Baht '000 Baht '000 Baht '000 Accounts receivable 958,812 977,803 911,232 891,364 Unbilled works on construction contracts 337,945 499,543 337,945 499,543 1,296,757 1,477,346 1,249,177 1,390,907 Less Allowance for doubtful accounts (308,423) (199,042) (289,578) (187,262) Total 988,334 1,278,304 959,599 1,203,645 Accounts receivable are analyzed by aging as follows: Consolidated Company's separate 1999 1998 1999 1998 Baht '000 Baht '000 Baht '000 Baht '000 Current 316,416 288,463 310,069 280,892 Overdue 1 month to 4 months 173,120 182,890 168,843 174,662 Over 4 months to 12 months 121,591 274,248 116,921 230,848 Over 12 months 347,685 232,202 315,399 204,962 Total 958,812 977,803 911,232 891,364 NOTE 9 - LONG-TERM LOANS The company obtained the US$ 80,000,000 syndicate loan from 19 foreign banks and financial institutions and the US$ 5,000,000 loan from a foreign bank which bear interest at the rate of the SIBOR. The principals are repayable within 3 years from the drawdown date and interest payable semi-annually. The lenders may request the Company to repay the loans within 2 years from the drawdown date. Loan covenants include maintenance of important financial ratios to the level as set out in the agreement. As at September 30, 1999 and 1998, The Company has not performed in accordance with loan agreements concerning loan and interest payment and financial ratio. Accordingly, the lender has right to call in back immediately, therefore, in the company's financial, which was shown under current liabilities. In 1999, the company is still in process of proposing a restructure plan. In 1999 and 1998, the subsidiary company has long-term loans in the amount of Baht 147 million. Long-term loans have been reclassified to long-term loans in default because this subsidiary company cannot comply with the convenants. At present, the subsidiary company is negotiating restructure plan with payables. NOTE 10 GAIN ON DEBTS RESTRUCTURING In 1998, the company and its subsidiary companies have debts restructuring with a bank as per the contract dated August 26, 1998. The Company reversed banks overdraft amounting to approximately Baht 8.51 million. The subsidiary companies reversed loans from banks amounting to approximately Baht 121.87 million, accounts receivable and notes receivable amounting to approximately Baht 32 million, and Baht 41.62 million, respectively and recorded the difference amounting to approximately Baht 56.76 million are gain on debts restructuring which shown under extra ordinary item in the statements of income. NOTE 11 SURPLUS ON REVALUATION In 1996 the Company revalued its land resulting in surplus on revaluation of Baht 834.57 million as approved by the Executive Board of Directors' meeting No.12/2539 held on March 28, 1996. The Company recorded the increase in value of land as surplus on revaluation which was shown under shareholders' equity. On March, 1999, the Company revalued the land of Baht 509 million as approved by the Excutive Board of Directors' meeting No.8/2542 held on February 22,1999, and No. 31/2542 hold on September 27, 1999 and as per the apprisal's report dated March 4, 1999, in which the information was compared with the market price. The company recorded the declining in valuation referred to above in the shareholders' equity. In 1996, a subsidiary company has revalued its land resulting increase of Baht 185 million as approved by the Executive Board of Directors No. 4/2539 held on June 28, 1996, which was shown as surplus on revaluation under shareholders' equity in the amount of Baht 94.61 million on proportion of holding by the Company. On June, 1999, this subsidiary revalued the land in the amount of Baht 148.72 million as approved by the Executive Board of Directors' meeting No. 6/2542 held on July 12, 1999, and as per the reports dated June 14, 18 and 21, 1999 prepared by the independent appraiser, in which the information was compared with the market price. The subsidiary recorded the devaluation referred to above in the shareholders' equity. NOTE 12 - CONTINGENCIES AND COMMITMENTS The Company and its subsidiaries have contingent liabilities and commitments as at September 30, 1999 as follows : Million Baht Guarantor of credit facilities of affiliated companies 131.92 Guarantor of credit facilities of related parties 221.93 Guarantor of credit facilities of other company 64.41 Claims under litigation 51.58 In addition, the Company is a guarantor of credit facilities of related parties, not included within the above, amounting to approximately Baht 309.36 million, for which there is a counter guarantee issued by another party in the form of letter guarantee issued by bank. NOTE 13 - SEGMENT INFORMATION The Company and its subsidiaries operate in three industrial segments, that are business of construction, selling and services and one geographical area, Thailand. Information by operation segments of the Company and its subsidiaries for the nine-month period ended September 30, 1999 is summarized as follows: Construction Sale Service Total Million Baht Million Baht Million Baht Million Baht Income 2,476 151 8 2,635 Cost (2,152) (143) (12) (2,307) Gross profit (loss) 324 8 (4) 328 NOTE 14 - RECLASSIFICATION OF ACCOUNTS Certain accounts in the financial statements for the three-month period and nine-month period ended September 30, 1998 for comparative purposes have been reclassified to conform with the presentation in the financial statements for the three- month period and nine-month period ended September 30, 1999. NOTE 15 - YEAR 2000 COMPUTER ISSUES (BEING UNREVIEWED AND NOT FORMING PART OF OUR ACCOUNTANTS' REVIEW REPORT) The Year 2000 problem arises because many computerized systems use two digits rather than four to identify year. Date- sensitive systems may recognize the year 2000 as some other dates, resulting in errors when information using year 2000 dates is processed. Entities may experience the effects of year 2000 problem before, on or after January 1, 2000, and that the effects on operations and financial reporting. If not addressed and repaired properly and timely, may range from minor errors to significant systems failure which could affect an entity's ability to conduct normal business operations. In addition, it is not possible to be certain that all aspects of the year 2000 problem affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. The Company has already improve its computerized system to resolve the year 2000 problem. The relevant expenses are insignificant. Although, the Company expect to has remedied the problem by the year 2000, the operations of the Company would still remain at risk from other entities with the Company undertakes business if those entities are unable to remedy their own problems in time.