NUAL CONSOLIDATED FINANCIAL STATEMENTS

Baht 52.52 million and Baht 57.86 million, respectively are included under costs of construction, and Baht 38.14 million and Baht 39.37 million, respectively under selling and administrative expense. Impairment loss on land of the Company and subsidiaty for 1999 in the amount of Baht 427.63 million is shown under the statements of income in the amount of Baht 4.20 million, and at December 31, 1999 and 1998, some land including structures and machinery of a subsidiary in the amount of Baht 163.50 million and Baht 73.98 million, respectively are pledged as collaterals for loans from banks. NOTE 12 - OTHER ASSETS Other assets as at December 31, are summarized as follows: Consolidated Balance Sheets Company's Separate Balance Sheets 1999 1998 1999 1998 Baht Baht Baht Baht Loans and advances to directors and employees 18,536,766.41 20,508,491.45 18,192,815.80 16,277,757.91 Condominiums 92,589,819.96 105,053,183.67 92,589,819.96 105,053,183.67 Advance payments on condominiums 29,179,236.07 29,179,236.07 29,179,236.07 29,179,236.07 Withholding tax - - - - Others 54,669,313.63 50,715,667.41 52,234,600.21 45,410,517.76 194,975,136.07 205,456,578.60 192,196,472.04 195,920,695.41 Less Allowance for doubtful accounts (58,461,266.93) (46,693,339.03) (58,461,266.93) (46,693,339.03) Other assets - net 136,513,869.14 158,763,239.57 133,735,205.11 149,227,356.38 NOTE 13 - 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 December 31, 1999 and 1998, the Company has failed to pay loan and interest payment in the amount of USD 93.5 million and has not performed in accordance with loan agreements concerning financial ratio. The default entitles the lenders to accelerate the maturity of all amount outstanding immediately due and payable. Therefore, the loans are shown under long-term loans in default, however, the Company is still in the process of debt restructuring in 1999. In 1997, the subsidiary has entered into a loan agreement with a domestic commercial bank for Baht 117 million, repayable quaterly in twenty-four installments within 7 years. The first repayment was repaid at the end of the one year and 3 months from loan agreement's date. The monthly interest is payable as from the first month of drawdown. In 1998, the subsidiary has entered into a loan agreement with the same bank for Baht 30 million, repayable quarterly in twenty-four installments within June 30, 2004. The first repayment was repaid on September 1998. The monthly interest is payable as from the first month of drawdown. As at December 31, 1998, the subsidiary has not repaid on loans payments as a whole and loans agreements which may affect the immediate calling in such debts. Therefore, the subsidiary has reclassified long-term loans to long-term loans in default. On November 4, 1999, the subsidiary has entered into the debt restructuring contract with a domestic commercial bank. The outstanding debts as at December 31, 1998 were restructured by transferring bank overdrafts, short-term loans and long-term loans in the amounts of Baht 10.53 million, Baht 28.46 million and Baht 147 million, respectively, into the contract principal in the amounting to Baht 185.99 million and accrued interest expense of Baht 23.39 million. The bank is entitled to charge interest for the principal at the interest of MLR. (8.5% per annum as at the contract date). The following under the contract are summarized: - The bank has agreed to extend the terms and conditions of principal quarterly repayment for 21 quarterly installments. The first installment will start from December 31, 2003 as below: Within Payment (Million Baht) 2003 145.86 2004 (quarterly payable Baht 1,547,400) 6.19 2005 (quarterly payable Baht 1,992,600) 7.97 2006 (quarterly payable Baht 2,145,000) 8.58 2007 (quarterly payable Baht 2,655,000) 10.62 2008 (quarterly payable Baht 1,691,623) 6.77 Total 185.99 - The bank has agreed to extend the terms and conditions for monthly interest payments which will start from the month of contract signed as follows: For the Period Interest rate Or equivalent monthly interest % per annum Thousand Baht January 1, 1999 to December 31, 2000 0.5420 84 January 1, 2001 to December 31, 2001 1.3550 210 January 1, 2002 to December 31, 2002 2.7099 420 January 1, 2003 to 2008 MLR The difference between the interest expense which are calculated based on the interest rate of MLR per annum and debt restructuring contract, the subsidiary has agreed to repay which depend on the subsidiary's performances and the bank's approval. The subsidiary has to repay to bank when cash in available after the repayment of the normally debt repayment. As an uncertainty regarding to ability on payment of the subsidiary depends on its performance, the subsidiary has not recorded accrued interest expense of differences between interest expense based on bank's right and debt restructuring contract as from the fourth quarter of the year 1999 through December 31, 1999. If the subsidiary would record accrued interest expense at December 31, 1999 based on bank's right, the additional amount is Baht 2.47 million. The subsidiary has agreed to repay accrued interest expense within 2003 for Baht 11.16 million and the remaining within December 31, 2013, respectively. NOTE 14 - THE EXCESS OF BOOK VALUE OVER COST OF INVESTMENT In 1998, the Company sold the investment in an associated company to an outsider, therefore, the Company recognized the excess of book value over cost of investment in the amount of Baht 53.48 million as a revenue and shown under the statements of income. NOTE 15 - HIRE - PURCHASE CREDITORS Hire - purchase creditor as at December 31, 1999 and 1998, represented car lease agreements with 5 leasing companies for 51 lease agreements for the operating. The lease periods are from 1996 to 2002. 1999 1998 Baht Baht Hire - purchase creditors 41,892,903.92 65,125,467.92 Less Current portion of hire-purchase creditors shown under current liabilities (23,078,760.00) (23,232,578.52) 18,814,143.92 41,892,889.40 NOTE 16 - GAIN ON DEBTS RESTRUCTURING In 1998, the Company and subsidiary requested to perform debt restructuring with a bank in according to the contract dated August 26, 1998. The Company reversed banks overdraft in the approximately amount of Baht 8.51 million. The subsidiary reversed loans from banks in the approximately amount of Baht 121.87 million, accounts receivable and notes receivable in the approximately amount of Baht 32 million, and Baht 41.62 million, respectively and recorded the difference because of decrease in liabilities in the approximately amount of Baht 56.76 million as gain on debts restructuring and shown under extra ordinary item in the statements of income. NOTE 17 - REVALUATION SURPLUS In 1996, the Company revalued its land resulting in revaluation surplus of Baht 834.57 million was approved by the Executive Board of Directors' meeting No.12/2539 held on March 28, 1996. The Company recorded the revaluation of land as revaluation surplus shown under shareholders' equity. In March 1999, the Company revalued the majority of land of Baht 509 million based on market value on the basis of valuation of the appraisal company dated March 4, 1999 that resulted to decrease carrying amount of land by approximately amount of Baht 390.85 million. The above land revaluation was approved by the Meeting of the Executive Board of Directors No.8/2542 held on February 22,1999, and No. 31/2542 hold on September 27, 1999 and the Company recognized the valuation as shown under shareholders' equity. In 1996, a subsidiary revalued its land resulting in revaluation surplus of Baht 185 million which was approved by the Meeting of the Executive Board of Directors No. 4/2539 held on September 28, 1996, and recognized the revaluation under the heading of revaluation surplus in 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 based on market value on the basis of valuation of the appraisal company dated September 14, 18 and 21, 1999 that resulted to decrease carrying amount of land by approximately amount of Baht 36.79 million. The above land revaluation was approved by the Meeting of the Executive Board of Directors No. 6/2542 held on July 12, 1999. The subsidiary recognized the valuation as shown under shareholders' equity. As at December 31, 1999, the subsidiary has revalued its two dredges resulting in revaluation surplus of approximately Baht 96.06 million as approved by the Meeting of the Executive Board of Directors No. 11/2542 held on December 30, 1999 and appraised by an independent appraiser on December 30, 1999, based on comparison with the useful value of the dredges. The subsidiary recognized the revaluation on land as revaluation surplus shown under shareholders' equity. NOTE 18 - CONTINGENCIES AND COMMITMENTS The Company and subsidiaries have contingent liabilities and commitments as at December 31, 1999 are as follows : Million Baht Guarantor of credit facilities of affiliated companies 103.66 Letter of guarantee issued by bank 1,445.88 Guarantor of credit facilities of related parties 246.75 Guarantor of credit facilities of other company 75.15 Claims under litigation 67.21 As at December 31, 1999, deposit for bid security in the amount of Baht 27.88 million is pledged for compliance with a contract. As at December 31, 1999, the subsidiary was sued for compensation in disputed in mining development contract and quarry for mill in the approximately amount of Baht 174.07 million and the subsidiary has counterclaimed in the same case in the amount of Baht 142.89 million. This case is still in the process on consideration of the arbitrator of judge and has not been decided. NOTE 19 - SUBSEQUENT EVENTS On January 17, 2000, the Company had submitted rehabilitation plan to Central Bankruptcy Court under the debt restructuring plan. The court sentences to rehabilitate the Company and appoints Mr. Anutin Charnvirakul and Mr. Chavarat Charnvirakul who perform a rehabilitation plan. NOTE 20 - SEGMENT INFORMATION The Company and subsidiaries operate in business of construction, sale of goods and services and one geographical area, Thailand. Information by operation segments of the Company and subsidiaries for the year ended December 31, 1999 is summarized as follows: Construction Sale Service Total Million Baht Million Baht Million Baht Million Baht Revenues 3,348.88 167.99 18.82 3,535.69 Cost of construction and sale (3,036.05) (169.10) (23.73) (3,228.88) Gross profit (loss) 312.83 (1.11) (4.91) (306.81) Information by operation segments of the Company and subsidiaries for the year ended December 31, 1998 is summarized as follows: Construction Sale Service Total Million Baht Million Baht Million Baht Million Baht Revenues 4,594.37 384.82 84.56 5,063.75 Cost of construction and sale (4,345.44) (298.32) (72.56) (4,716.32) Gross profit (loss) 248.93 86.50 12.00 347.43 NOTE 21 - RECLASSIFICATION Certain items in the financial statements for the year ended December 31, 1998 have been reclassified to conform with the presentation in the financial statements for the year ended December 31, 1999. NOTE 22 - YEAR 2000 ISSUES (UNAUDITED BY THE AUDITOR) The Year 2000 issues arise because many computerized systems use two digits rather 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 are processed. Entities may experience the effects of Year 2000 issues, if not addressed properly and timely on its operations and financial reporting, which may range from minor errors to significant systems failure which could affect any entity's ability to conduct normal business operations. In addition, it is not possible to be certain that all aspects of Year 2000 issues affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved.