AP: Annual Report 2005 by Shareinvestor Thailand

Annual Report 2005

Asian Property Development Public Company Limited

Highlight of World Metropolis

Class

C ontents Message from the CEO Economic Outlook Property Market Outlook AP Projects 2005 Board Of Director Executive Board Pride and achievements Company Background Business Structure Risk Factors 2005 Financial Result Shareholding Structure and the Management Supervision of the use of insider information Policy on corporate governance Directors' Report on Financial Statement Report of the Audit Committee Auditor's Report and Financial Statements Balance Sheets Notes to Financial Statement Company Information

2 4 6 10 16 18 20 22 23 24 28 32 52 55 60 61 63 64 75 101

Message from the CEO Dear Shareholders,

hroughout 2005, the Thai economy in general and the property sector in particular were affected by a number factors from soaring oil prices and rising interest rates to other domestic problems such as bird flu, drought, Tsunami and unrest in the deep South. As a result, the overall economy and the property market showed the sign of slow down when compared to the year before. However, the past year also witnessed an intense competition in the property market as the key players intensified their investments and other developers sought to maintain their market shares. The Asian Property Development Public Company Limited has been conservative for both strategic management and operation for recent years, given the highly business competitive nature in this field. The company thus continues the conservative financial strategy and control as seen from the net debt-to-equity ratio as one per one basis, with high presales to be recognized as revenues to expansion of company没s growth. The company continues to improve our products and services in line with the demands from consumers. AP also lauches various new projects with diverse of products and services, in line with our marketing campaigns to strengthening our competitiveness. In 2005, the Company launched 7 new residential projects from detached houses to town houses to condominiums. Thanks to the overwhelming response from the customers, our sales booking grew markedly compared to the year before. However, as most of the projects were

Annual Report 2005

launched at the end of the year, meaning that most of sales backlog would be recognized as an income in the first half of 2006. Last year, the Company also emphasized the improvement of our personnel没s efficiency and competitiveness by focusing on the staff没s training. In 2006, as the Company plans to launch many new projects, we internally need to improve its operation in the areas of information technology, working process and personnel. In the light of intensifying competition in the property market, we see the need to train our staff to better understand and commit themselves to the Company没s values and objectives. In addition, the Company will continue to develop and improve our products to meet the needs of the customers. In so doing, we should be in a better position to maintain our market share and growth. Allow me to report to you with great pleasure that in 2005 the Company was honoured with two prestigious awards namely the Great Improvement Corporate Governance Report presented by the Stock Exchange of Thailand (SET) and the Asia没s Best Managed Companies in Thailand (Small Enterprise category) from ASIA MONEY, a world's leading magazine on economics and finance. On behalf of the management of Asian Property Development Public Company Limited, I would like to take this opportunity to thank you all very much for your continued support throughout the past year.

Anuphong Assavabhokhin Chief Executive Officer

Annual Report 2005

Economic Outlook

he Thai economy in 2005, as predicted by the Office of National Economic and Social Development Board (NESDB) was expected to grow at an approximate rate of 4.7†% down from 6.1†% in 2004. The downward trend was manifest in the first half of the year due to a number of negative factors from soaring oil prices, drought and Tsunami to bird flu, rising interest rates and unrest in the restive South. As a result, the consumer confidence had declined, the private investment and export slowed down. Meanwhile, the sharp increase in import volume due to rising oil prices led to trade and balance account deficits estimated at 7.6 and 3.2 billion US dollar respectively. However, the second half of the year witnessed the improving economic sentiment thanks to such positive factors as rising GDP, decreasing oil prices, recovering tourism industry and growing export. The rising oil prices also drove the inflation in 2005 to 4.5†%, a sharp increase from 2.7†% in the year before. This has prompted the government to raise the interest rates to curb the inflation. Throughout 2005, the Bank of Thailand hiked the interest rates five times in a row resulting in the RP (Repurchase Rate)†-†14 day rate being at 3.75†%. In 2006, the interest rates are expected to remain on the slightly upward trend to maintain the economic stability.

Annual Report 2005

In 2006, the economy is forecasted to grow at the approximate rate of 4.7†-†5.7†% due in large part to the government and private investments particularly the so-called çMega Projectsé, that will spur large-scale expenses and budget reimbursement. The private investment is also expected to increase as last yearûs productivity had reached its capacity. Besides, such positive factors as the improving agricultural sector in terms of price and production, the upward trend in export especially in agricultural produce, foods, automobile and electronics, and the recovering tourism industry continue to be the main driving force of 2006 economy. However, the Thai economy in 2006 is still possibly subject to both internal and external adverse factors from the slow down in the world economy, the relatively high oil prices and the continued upward trend of inflation to high interest rates, the bird flu and the unrest in the restive South. These factors will continue to put pressure on the future growth of Thai economy. Thus, the government as well as the private sector should take into account these factors and implement any necessary policy and measures to ensure the sustainable economic stability.

Annual Report 2005

Property Market Outlook

n line with the growth of national economy, the property market in 2005 continued to grow despite all the negative factors from the soaring oil prices (particularly in the second quarter when the government allowed the petrol price to float) and the increasing interest rates to the bird flu and unrest in the restive South. Overall, it could very well be said that the property market in the past year still registered a healthy growth. As a result, the new housing registration in Bangkok and its vicinities in 2005 reached 63,899 units, up from 62,796 units or 1.76†% increase from the same period of last year. The record can be broken down as follows: 44,436 units of single detached houses(0.42†% increase), 13,455 units of townhouses (0.18†% decrease), and 6,008 units of condominiums (174.97†% increase). The highest growth rate was in the condominium sector as many projects that had been launched a few years earlier were now completed. Throughout 2005, the competition in the property business was intense, as key players had entered the market while small and medium developers were under pressure both in terms of capital availability and competitiveness. As the commercial banks tightened their credit lending policy, the increasing number of small and medium developers was forced to drop out of the race; hence the tough competition among big players. The competition got even fiercer as the developers sought to develop new products to attract their target Annual Report 2005

customers and relied more on sales promotion strategies, while the financial institutions relentlessly vied for mortgage-seeking homebuyers. In light of the intensifying competition, the developers - unable to share most of the higher costs from rising construction materials price as a result of soaring oil price and spending in sales promotions with the customers - had to come up with the cost-effective management had they not wanted to see their profit plunging. In 2005, the top new projects launch in terms of value were single detached houses, condominiums and townhouses respectively. Meanwhile, the price range between 3†-†5 million baht came first compared to the 10 million baht plus of the year before. The trend toward lower price range was attributed to a number of factors, the most important being the soaring oil price that directly affected the construction cost and hence the higher property price. In addition, the increasing interest rate also took its toll on the consumersû purchasing power. Last but not least, there was clearly an oversupply in medium to high-end detached houses, many of which had been launched throughout 2004. Taking these factors into account, many developers in 2005 decided to opt for lower price range projects to match with the consumersû lower purchasing power. Such being the case, throughout 2005, the highest new project launches - in terms of units volume - were condominiums and Annual Report 2005

especially with the price range of 1-2 million baht per unit. This was very much owing to the changing lifestyle of urban citizen. As the modern mass transportation such as skytrain and underground has made the commutes more convenient, many consumers have increasingly switched to high-rise city lifestyle in condominiums. Going forward, the property market in Thailand still has a lot of potential for growth and expansion both in terms of demand and supply. The demand is unlikely to dry up as long as the economy continues to grow healthily with low unemployment rate and the consumers have the power to spend - albeit somewhat lower due to increasing interest rates and higher price of goods. In terms of supply, the competition mainly from large players in the property market is expected to be intense still in all segments from single detached houses to townhouses and condominiums. Increasingly, the developers will focus more on the low-end to medium residential projects, as there is still a lot of demand for lower priced units. The expansion of the mass transportation system will help distribute the çproductsé to the suburban areas. Thus, the developers withthe çrighté products will have the advantage in the race.

Annual Report 2005

V ienna

The center of music The luxurious design of architecture As the city of fairly tales where beauty just beyond our imagination â&#x20AC; Baan Klang Krung Grand Vienna Rama 3

Annual Report 2005

AP Projects 2005

The Big City

Bring you to civilize

Baan Klang Krung Grand Vienna - Rama 3

Baan Klang Muang The Paris - Ratchavibha

√ “ ¬ ß “ π ª √ – ®” ªï

2548

Baan Klang Krung Office Park - Ladprao 71

Baan Klang Muang The Notting Hill Srinakarin

√ “ ¬ ß “ π ª √ – ®” ªï

2548

Baan Klang Krung Siam - Patumwan

Baan Klang Muang Grand De Paris - Ratchada

√ “ ¬ ß “ π ª √ – ®” ªï

2548

The City Pinklao - Rama 5

Baan Klang Muang Monte-carlo - Ratchavibha

√ “ ¬ ß “ π ª √ – ®” ªï

2548

Baan Klang Krung The Nice (France) Ratchavibha

Baan Klang Muang Luzern - Sukhumvit

√ “ ¬ ß “ π ª √ – ®” ªï

2548

N ice

The city of MediterraneanĂťs wind and sea Full of scents bathing in the warmth of memory Simple yet romantic, the great of love is waiting to happenâ&#x20AC;

Baan Klang Krung, The Nice (France) Ratchavibha

2005 Annual Report

Board Of Directors

1. Mr. Chatchaval Bhanalaph Chairman of Board and Chairman of Audit Committee

5. Mr. Pong Sarasin Director

2. Mr. Anuphong Assavabhokhin Vice Chairman and Chief Executive Officer

3. Mr. Payont Sakdejyont Vice Chairman

6. Mr. Chaiyarat Thampeera Director

Annual Report 2005

4. Mr. Pichet Vipavasuphakorn Director and Managing Director

7. Mr. Jaroonsak Buntoonginda Director

8. Mr. Shaw Sinhaseni Director

11. Mr. Kosol Suriyaporn Director and Audit Director

9. Dr. Naris Chaiyasoot Director

12. Mr. Nontachit Tulayanonda Director and Audit Director

Annual Report 2005

10. Mr. Vilas Pilakasiri Director and Board Secretary

13. Mr. Siripong Sombutsiri Director and Audit Director

Executive Board

1. Mr. Anuphong Assavabhokhin Vice Chairman and Chief Executive Officer

2. Mr. Pichet Vipavasuphakorn Director and Managing Director

5. Mr. Visanu Suchatlumpong Senior Executive Vice President, Project Group 3

3. Mr. Jaroonsak Buntoonginda Senior Executive Vice President, Project Group 1

6. Ms. Kittiya Pongpuchaneekul Senior Executive Vice President, Accounting

Annual Report 2005

4. Mr. Wason Naruenatpaisan Senior Executive Vice President, Project Group 2

7. Mr. Opas Ruangrajitpakorn Senior Executive Vice President, Finance

8. Mr. Piyawat Suepaisarn Executive Vice President, Project Group 1

11. Mr. Pumipat Sinacharoen Senior Vice President, Corporate Planning and Investor Relations

9. Mr. Chaiyayuth Thampeera Senior Vice President, Project Group 3

12. Mr. Kowit Kokilakanistha Vice President, Legal Affairs

Annual Report 2005

10. Mr. Thongchai Jaraskulchai Senior Vice President, Project Development

13. Mr. Siriwat Wiwatsakulcharoen Vice President, Human Resources

Pride and achievements he Asian Property Develepment Public Company Limited, prides itself as being the leading institution in this industry, with the endorsement of two awards that the com pany recieved. The awards signified an achievement, which committed by all efforts of all branches from the company.

Asia没s Best Managed Companies Voted by ASIAMONEY, one of the world's leading business magazines, as the best company in Asia for management.

Best Corporate Governance Report Award being given to the listed company with the best compliance to the 15 rules and regulations stipulated by the Securities Exchange of Thailand

We are determined to build the stability and ever strengthening the foundation of our enterprise, and prepare ourselves to become the leader for the property development enterprise in the country. Annual Report 2005

And the achievement award to Mr. Anuphong Assavabhokin,CEO of Asian Property Development PCL.(AP) who has received the best CEO Award of Asia in the field of Property Development (sell side view ) from the leading Global Finance and Investment Journal-Institutional Investor of UK. This award is based on the outstanding performance of Mr. Anuphong's management of Asian Property Development PCL especially in the area of discloser of investor information and business strategy, and is the result of an extensive survey conducted amongst sellside analysis and investment professional in the global finance and investment industry

Best CEO Property Sell-side view Award being given by the Institutional Investor to the CEO of the Asian Property Development, Mr. Anuphong Assavabhokhin.

Annual Report 2005

Company Background Asian Property Development Public Company Limited ("the Company") combined with its nine subsidiaries is an integrated property firm engaging primarily in property development for sales. The Company's nine subsidiaries are listed below: (1) Asian Property Co., Ltd. (2) Asian Property Residence Co., Ltd. (3) Asian Property (Lad Phrao) Co., Ltd. (4) Asian Property (Krungthep) Co., Ltd. (5) Asian Property (Ratchavipa) Co., Ltd. (6) Asian Property (Thonglor) Co., Ltd. (7) Thonglor Residence Co., Ltd. (8) Signature Advisory Partners Co., Ltd. (9) Trillion Development Co., Ltd.

(currently with no business activities)

Our residential projects - under such brand names as Baan Klang Krung, Baan Klang Muang, and The City that have been developed by the Company and its subsidiaries include townhouse, single detached houses and condominiums. The Company's business policy focuses on developing modern-style residential projects in the city and business locations, where public and other means of transportation are convenient. In addition, one of the Company's subsidiaries, Trillion Development Co., Ltd. (with Asian Property Development Public Company Limited holding 99.99% stake as of September 6, 2005) has developed pre-fabricated construction technology for townhouse project . Aiming to penetrate the property segment with the price range between 800,000 and 1,2000,000 baht a totally different target from that of Asian Property Development Public Company Limited - Trillion Development Co., Ltd. has launched its first project with the kick-off of sales since the first quarter of 2005. In addition, the company holds more than 99% of the Bangkok City Smart Company Limited, the subsidiary company that operates in real estate development agency.

Other Businesses Company Asian Property Holding Co., Ltd. Pre-Built Public Co., Ltd. Quality Construction Products Public Co., Ltd. City Asset Fund

Annual Report 2005

Proportion of stake holding 99.99% 24.02% 14.97% 99.84%

Type of business No business activities Contractor Manufacture and distribute light- weight concrete material property and loan fund ; Currently own the building, RS Tower Thonglor

Business Structure

Property Development Asian Property Co., Ltd. 100%

Asian Property Residence Co., Ltd. 100%

Asian Property (Lad Phrao) Co., Ltd. 100%

Asian Property Holding Co., Ltd. 100%

Asian Property (Krungthep) Co., Ltd. 100%

Asian Property (Thonglor) Co., Ltd. 100%

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED

Thonglor Residence Co., Ltd. 100%

Signature Advisory Partners Co., Ltd. 100%

Asian Property (Ratchavipa) Co., Ltd. 93.98%

Trillion Development Co., Ltd. 100%

Bangkok CitiSmart Co., Ltd. 100%

Other Businesses City Asset Fund 99.84%

Pre Built Public Co., Ltd. 24.02%

Quality Construction Products 14.97%

Annual Report 2005

PCM Construction Material Co., Ltd. 100%

Risk Factors 1. Risk factors from business operations Risks derived from economic fluctuations Due to the economic downturn that caused companies under the real estate development sectors to fall from the expected growth forecast in the past, and as the overall economy begin to pick up in a considerable degrees, and as to heighten the brandûs credibility and maintaining market shares, the company is prepared to improve its products and services fitting to the consumerû needs as ever. And to expand the customer base as much as possible, †this †in †effect †will †help †a †company †to †minimize the risk that may occur. 2. Risks from the production and service areas Risks from the cost of construction materials When company initiated a new project, construction costs could rise to the effect, causing companyûs profit margin to be lower than expected. Generally, the company sets the selling prices in advance in order that prospects or customers could place the purchase before the completion of construction and then transfer of the booked unit to customer as the †full †ownership †when †construction †completed. However, the company has tried to reduce the unexpected rise of costs from the risk associated with construction materials by trying to facilitate the project to have finished as soon as possible. The company has planned that the timetable for the project, started from the land acquisition, selling of the last unit, and until the completion of the construction, sets to be finished within 112- or 2 years. This is meant to shorten the construction period of each project, which will help the company to estimate its budget and the cost of construction materials more efficiency and accurately. It will also help to reduce the fluctuation †of †the †companyûs †cost †of †construction †materials. At the same time, the company has also tried to settle the contract deals on prices and the quantity of construction materials and sanitary wares with the manufactures/suppliers end as much as possible before setting the selling price for each project. Moreover, due to companyûs high project values, which range between 500 to 3,000 million bath per project, it has virtually allowed the company to have bargaining power with construction contracts and material suppliers in favor to the company. This in effect has enabled the company †to †experience †lesser †risk †exposure. 3. Financial risks Risks derived from customerûs payment delinquency The company and its subsidiaries had account receivables and trade receipts as of December 31, 2005 at the total of 33.77 million baht. Account Receivables were classified by †overdue †as †following: Annual Report 2005

Unit: million baht Property Development

Less than 3 months More than 3 to 6 months More than 6 to 12 months More than 12 months Total

0.16 0.00 0.00 †††0.00 0.16

Manufacturing and Distributing Precast Floors

0.00 0.00 0.00 33.61 33.61

Total

0.16 0.00 0.00 33.61 33.77

Overdue which is longer than 12 months amounted to 33.61 million baht, are of receivables from the construction materials production and distribution businesses, prior being merged with the Asian Property Company Limited in 2000. This was the result of the economic downturn from the 1997 of the baht devaluation. The following effect had caused most borrowers and their inability to repay debts, which amounted to 99.53% of account receivables and all trade receipts. And the company faced risks that the debts may not be paid back. However, the company has already set up a provision of 33.11 million baht to counter the debt delinquency, which were debts incurred prior the financial †crisis. However, the company has undertaken the tasks to evaluate customerûs needs and customersû financial status prior the project being launched. This in effect helped the company to plan the sell more efficiency and timely. It also helps to reduce the risk of unpaid loans, as recently the number of unpaid loans of more than 12 months had been reduced †substantially. The †risks †of †guaranteeing †liabilities †for †subsidiaries †and †related †companies The company and its subsidiaries have guaranteed loans for their subsidiaries and other related companies as summarized in the following table. As a result the company and subsidiaries are exposed to risk of being liable to creditors in case that the guaranteed debtors cannot repay their debt on time. This will affect the companyûs and subsidiariesû performance and financial status. However, given the better performance, the company believes †that †the †guaranteed †would †be †able †to †repay †their †own †debts.

Annual Report 2005

Table summarized guaranteed loans for their subsidiaries and other related companies

The Guarantor

The Guaranteed

The amount of guaranteed as of (million baht)

Progress

Company

% Guaranteed

APD

APL

100.00

10.00

335.64

APD

APK

100.00

792.48

1,215.48

APD

APV

93.97

1,153.16

APD

APT

100.00

510.00

Trillion

100.00

271.60

APD

0.00

102.64

0.00

23.52

APD

PCMC

0.00

143.15

APD

100.00

787.00

254.00

APR

100.00

5.00

APL

100.00

15.00

APD

APD APL APR PB Trillion

= = = = =

Shareholders' equity (million baht)

31 December 31 December 2005 2004

Asian Property Development Plc. Asian Property (Lardphraso) Co., Ltd. Asian Property Resident Co., Ltd. Pre Built Plc. Trillion Development Co., Ltd.

Financial Status

Guaranteeing overdue account

31 Dec 2004 accounted to 736.16 31 Dec 2005 accounts to 592.49 Guaranteeing overdue account partially 31 Dec 2004 accounted to 174.89 and the other loans, repaying to creditors 31 Dec 2005 accounted to 410.06 by installment on schedule Guaranteeing overdue account partially 31 Dec 2004 accounted to 30.99 and the other loans, repaying to creditors 31 Dec 2005 accounted to 193.43 by installment on schedule Guaranteeing overdue account partially 31 Dec 2004 accounted to (0.15) and the other loan, repaying to creditors 31 Dec 2005 accounted to 14.26 by installment on schedule Guaranteeing the other loans, repaying to 31 Dec 2004 accounted to 97.92 creditors by installment on schedule 31 Dec 2005 accounted to 103.25 Guaranteeing the other loans, repaying to 31 Dec 2004 accounted to 420.48 creditors by installment on schedule 31 Dec 2005 accounted to 608.77 Guaranteeing the other loans, repaying to 31 Dec 2004 accounted to 420.48 creditors by installment on schedule 31 Dec 2005 accounted to 608.77 Guaranteeing the other loans, repaying to 31 Dec 2004 accounted to 46.81 creditors by installment on schedule 31 Dec 2005 accounted to 94.67 Guaranteeing overdue account partially 31 Dec 2004 accounted to 4,266.45 and the other loans, repaying to creditors 31 Dec 2005 accounted to 3,982.82 by installment on schedule Guaranteeing overdue account 31 Dec 2004 accounted to 21.58 31 Dec 2005 accounted to 6.51 Guaranteeing overdue account 31 Dec 2004 accounted to 736.16 31 Dec 2005 accounted to 592.49

AP APV APK APT PCMC

= = = = =

Asian Property Co., Ltd. Asia Property (Ratchavipa) Co., Ltd. Asian Property (Krungthep) Co., Ltd. Asian Property (Thonglor) Co., Ltd. PCM Construction Materials Co., Ltd.

*The guaranteed amount based on the ratios from shareholding excluding the guaranteed PCMCûs loan by APD, for which the guaranteed †loan †stipulated †by †APD †who †held 100% of †PCMC †in †accordance †with †the †previous †shareholding †structure. The guaranteed loans from the company and for their subsidiaries and other related companies to Pre Built Plc, and PCM Construction †Materials †Co., Ltd. †would †be †ceased †when †Pre †Built †Plc †listed †in †the †Stock †Exchange †of †Thailand.

Annual Report 2005

4. The risks from stocks investment The risks of warrant investment The risks of Time Value from the warrant investment The company will adjust the conversion prices and the conversion ratio throughout the warrant period as specified in the conversion conditions in the prospectus for the existing shareholders. However, the conversion procedures take into account only conversion price and conversion ratio on the specified conversion day only, without having taken into account of the time value of the warrants. And the warrantsû time value will reduce when the validity period of the warrants decrease. Also, if the company offers warrants or new warrants being issued in the future, holders of the new offered warrants after the adjustment might lessen the exercise of rights and the benefits for holders. However, as of the 31st of December 2005, the total numbers of warrants which have not yet been exercised †were 3,097,380 units. †And †such †warrants †will †expire †on †the March 12, 2007. The risks of warrant exercise price adjustment, which would cause the warrantûs value to be lower than the companyûs common sharesû prices In the case that the adjustment of conversion price and conversion ratio as specified in the conversion condition in the prospectus caused any change in conversion prices, and the new conversion price could lower than the par value of common shares, the company will use the rate of the new conversion price. However, it shall not do so, if the law forbids the company from issuing shares with the price lower than the par value of the companyûs common shares as new conversion price. This would prompt warrant holders †to †have †lower †right †and †interest. The risks of the dilution effect Due to the company has set aside common shares to accommodate warrant conversion in accordance to the companyûs warrants for 34,000,000 shares, at the par value at 3.60 baht per share. This will in effect make the impact to the profit sharing or control dilution. †Thus †the †ratio †of †dilution †effect †depends †on †warrant †conversion †of †warrant †holders. Annual Report 2005

2005 Financial Result Asian Property Development Public Company Limited (AP.BK / AP TB) released the 2005 net profit of 765 million Baht (EPS of 0.34 Baht/share), down 30.3% from the previous year. Consolidated revenues came at 5,258 million Baht, which the property development and construction material business accounted for 85% and 15% respectively. Note that AP has no longer consolidated Pre Built Plc. (contractor and construction material manufacturer) into its financial statements since September 2005. Apart from our non-core business, the property development in 2005 generated revenues of 4,490 million Baht, however, down 6.3% year-on-year, with gross margin of 34.5%. Figure 1 Net Profit (million Baht) 1,300 1,192

1,200

1,097

1,100 1,000 900

765 800 688 700 600 500 400 300

265

200 100 0

2001

2002

2003

2004

2005

The reason of a decline in property revenues in 2005 was due mainly to most of our projects being launched in late Q4 2005, suggesting that the company was not able to transfer and recognize income within December 2005 although we could achieve strong sales booking. As a result, we left a high backlog of 4,940 million Baht as of December 2005 to be transferred and recognized as an income in the future (of which approximately 2,600 million Baht sales came from the condominium project Baan Klang Krung (Siam - Patumwan) expectedly completed in 2007). In summary, a drop in 2005 net profit reflected lower revenues, an overall gross margin decline from 34.9% to 32.0% and an increase of effective tax rate from 22.5% to 26.0%. In addition, total SG&A expenses in 2005 were 13.5% of consolidated revenues while SG&A of the residential property was still in line with our budget at 14.3% of property revenues. The top three projects contributed to our residential development revenues in 2005 were - CitiSmart Condo (Sukhumvit 18) - Baan Klang Muang (British Town Srinakarin) - Baan Klang Muang (The Paris Ratchavibha)

Annual Report 2005

18% 16% 15%

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

Figure 2 Breakdown of Property Development Revenues by projects in 2005 Other 12%

Baan Klang Muang (Ladprao 71) Baan Klang Muang 4% (Grand de Paris) 5% Sydney Office Park 6%

Baan Klang Muang (The Paris Ratchavibha) 15% CitiSmart Condo (Sukhumvit 18) 18%

Baan Klang Muang (Rama9 - Ladprao) 9%

The City (Pinklao) 5%

Baan Klang Muang (British Town Srinakarin) 16%

The City (Rama 5 - Pinkao) 10 %

On the balance sheet side, a slump in Q-CON’s share prices continued to lower the unrealized gain (14.97% holding) under our shareholders’ equity to only 29 million Baht as of December 2005, compared to 684 million Baht at the end of 2004 and 97 million Baht as of Q3 2005. Net debt of 4,787 million Baht also drove the net debt to equity to 1.2x as of December 2005. Nonetheless, we expect the significant sales backlog currently to pull down the gearing going forward.

Figure 3 Quarterly Net Debt to Equity Ratio (x) 1.3 1.2 1.1 1.0 0.9 0.8 0.7 0.6 0.5 0.4 0.3

Q1 2004

Q2 2004

Q3 2004

Q4 2004

Q1 2005

Annual Report 2005

Q2 2005

Q3 2005

Q4 2005

Figure 4 Financial summary 2005

2004

2003

2002

2001

Revenues from Property Development (Btm)

4,490

4,793

4,312

2,408

1,052

YoY Chg (%)

-6.3%

11.2%

79.0%

128.9%

120.1%

Consolidated Revenues (Btm)

5,258

5,740

4,757

2,701

1,281

YoY Chg (%)

-8.4%

20.7%

76.1%

110.8%

88.6%

Gross profit from Property Development (Btm)

1,551

1,821

1,674

899

393

Gross margin from Property (%)

34.5%

38.0%

38.8%

37.3%

37.4%

Overall Gross profit (Btm)

1,683

2,004

1,771

993

437

Gross margin (%)

32.0%

34.9%

37.2%

36.8%

34.1%

Operating profit (Btm)

976

1,369

1,441

745

282

Operating margin (%)

18.6%

23.9%

30.3%

27.6%

22.0%

765

1,097

1,192

688

265

-30.3%

-7.9%

73.2%

160.0%

334.3%

0.34

0.48

0.53

0.34

0.14

10,291

9,247

6,620

3,586

2,198

Equity (Btm)

3,983

4,266

3,325

1,706

927

Outstanding debt (Btm)

5,303

4,030

2,471

1,464

1,058

Net debt (Btm)

4,787

3,322

1,507

1,108

910

1.20

0.78

0.45

0.65

1.0

18.5%

28.9%

47.4%

52.2%

34.8%

Net Profit (Btm) YoY Chg (%) EPS (Bt) Total assets (Btm)

Net debt to equity (x) ROE (%) (average equity)

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

Figure 5 Ongoing projects Project value (Btm)

Type

Rai

No. of units

Place & Park

SDH

120.0

378

800

The City (Rama 5 - Pinklao)

SDH

90.0

258

1,700

Q3 2004

Q4 2006

45%

The City (Pinklao)

SDH

38.0

700

Q3 2004

Q4 2006

55%

43.5

413

1,630

Q1 2005

Q4 2006

51%

Condo

4.7

580

2,700

Q1 2005

Q2 2007

94%

Baan Klang Muang (The Paris Ratchavibha)

17.0

137

712

Q2 2005

Q4 2006

97%

Sydney Office Park (Ladpao 71)

11.5

669

Q4 2005

Q3 2006

72%

Baan Klang Muang (Grand De Paris Ratchada)

18.0

209

870

Q4 2005

Q4 2006

42%

Baan Klang Krung (Grand Vienna RamaIII)

18.2

205

1,400

Q4 2005

Q4 2006

75%

Baan Klang Krung (Grand Vienna RamaIII)

SDH

13.1

500

Q4 2005

Q4 2006

17%

26.1

299

880

Q4 2005

Q4 2006

14%

Project value (Btm)

Baan Klang Muang (British Town Srinakarin) Baan Klang Muang(Siam - Patumwan)

Baan Klang Krung (Luzern On-nut 46)

Complation % sold Launch year (last unit transferred) (in values) N/A

Note: % sold as of 31 December 2005

Figure 6 Projects in the pipeline (planned to be launched)

Type

Rai

No. of units

26.9

261

1,273

Q1 2004

Q1 2006

Q4 2007

SDH

18.2

670

Q1 2004

Q1 2006

Q3 2007

Klang Krung Office Park (San Francisco Bangna)

19.0

110

1,040

Q1 2004

Q1 2006

Q3 2007

Baan Klang Krung (Ratchayotin)

18.0

197

850

Q3 2005

Q3 2006

Q4 2007

Baan Klang Krung (Ratchayotin)

SDH

20.0

650

Q3 2005

Q3 2006

Q4 2007

Condo

1.6

224

1,100

Q4 2005

Q3 2006

Q4 2008

Baan Klang Muang (Srinakarin - Anamai)

24.7

238

800

Q4 2005

Q4 2006

Q1 2008

Baan Klang Muang (Kaset Navamin)

31.2

320

990

Q4 2005

Q4 2006

Q4 2008

Baan Klang Muang (Krungthep Kreeta)

19.1

200

560

Q4 2005

Q4 2006

Q1 2008

179

1,640

7,933

Baan Klang Muang ( Monte-carlo Ratchavibha) Baan Klang Krung (The Nice Ratchavibha)

Baan Klang Krung (Siam - Patumwan) II

Total planned-to-be-launched projects

Land acquisition

Note: 1 rai = 0.4 acres = 400 sq.w. = 1,600 sq.m. , * SDH = Single Detached Houses, TH = Townhouses

Annual Report 2005

Completion Launch year (last unit transferred)

Shareholding Structure and the Management As of December 31, 2005, the Company had its registered capital at 2,343,150,000 baht or 2,343,150,000 shares with the par value of 1 baht per share. The paid-up capital was 2,271,902,620 baht or 2,271,902,620 shares with the par value of 1 baht each. Top Ten shareholders as of the register book closing on February 8, 2006

Individual/Juristic person

Rank

No. of Shares

Percentage of holding in all sold shares

MR. ANUPHONG ASSAVABHOKHIN

552,823,910

24.33

THAI NVDR CO., LTD.

391,849,580

17.25

MR. PICHET VIPAVASUPHAKORN

273,719,400

12.04

STATE STREET BANK AND TRUST COMPANY, FOR LONDON

85,165,500

3.75

STATE STREET BANK AND TRUST COMPANY FOR AUSTRALIA

58,536,500

2.58

STATE STREET BANK AND TRUST COMPANY

52,540,748

2.31

FORTIS GLOBAL CUSTODY SERVICE N.V

39,395,000

1.73

CHASE NOMINEES LIMITED 46

36,506,500

1.61

MR. CHANCHAI KRAIRITTCHAI

35,770,780

1.57

CHASE MANHATTAN (SINGAPORE) NOMINEES PTE LIMITED 13

34,496,600

1.52

1,560,804,518

68.69

10.

Total

Dividend payment policy The company has a policy to pay dividend to its shareholders for the amount of not more than 50% of its net profit for each year. To consider the payments, the following factors are to be taken into considerations: company没s operating results and financial position, liquidity, expansion plans and other related factors. Dividend payments are subjected to the approval by company没s board of directors and shareholders. For the performance in 2003 and 2004, the company paid dividend at approximately 40% of net profit. Annual Report 2005

Management The Management Structure

Chief Executive Officer

Managing Director

Project Group 1

Project Group 2

Project Group 3

Goverment Coordination

Finance Department

Call Center Department

Marketing and Planning Department

Project Developement

Accounting Department

Corporate Planning and Investor Relations

IT Department

Legal Affairs Department

Human Resources Department

The Board of Directors The board of directors consists of 13 numbers including 6 independent directors

Name

Position

1. Mr. Chatchaval Bhanalaph 2. Mr. Anuphong Assavabhokhin 3. Mr. Payont Sakdejyont 4. Mr. Pichet Vipavasuphakorn 5. Mr. Pong Sarasin 6. Mr. Chaiyarat Thampeera 7. Mr. Jaroonsak Buntoonginda 8. Mr. Shaw Sinhaseni 9. Dr. Naris Chaiyasoot 10. Mr. Vilas Pilakasiri 11. Mr. Kosol Suriyaporn 12. Mr. Nontachit Tulayanonda 13. Mr. Siripong Sombutsiri

Chaiman of Board and Chairman of Audit Committee Vice Chariman and Chief Executive Officer Vice Chairman Director and Managing Director Director Director Director Independent Director Independent Director Director and Secretary Director and Audit Director Director and Audit Director Director and Audit Director Annual Report 2005

Members of the Executive Board, who are executives of the company, are: Name

Position

1. Mr. Anuphong Assavabhokhin 2. Mr. Pichet Vipavasuphakorn 3. Mr. Jaroonsak Buntoonginda

Vice Chairman and Chief Executive Officer Director and Managing Director Director

Members of the Executive Board, who are executives from subsidiaries, are: Name

Position

1. Mr. Payont Sakdejyont 2. Mr. Pong Sarasin 3. Mr. Chaiyarat Thampeera 4. Mr. Vilas Pilakasiri

Vice Chairman Director Director Director and Secretary

There are five directors who are authorized to act on behalf of the company, two of the following five must co-sign an authorized document with the companyûs imprint Mr. Anuphong Assavabhokhin Mr. Chaiyarat Thampeera

Mr. Pichet Vipavasuphakorn Mr. Vilas Pilakasiri

Mr. Jaroonsak Buntoonginda

Authority and responsibilities of the Board of Directors 1. The board of directors has authority and responsibilities to manage the company in compliance with its objectives, regulations and resolutions of shareholdersû meetings 2. Members of the board of directors are not allowed to enter partnership or become directors or the other companies running similar business and compete with the company, except they inform the shareholdersû meeting before their appointments 3. Members of the board must inform immediately if they have direct and indirect involvement in contracts made with the company or report changes of their shareholdings or warrants in the company and subsidiaries. 4. The board of directors must meet at least once in every three month. 5. The board of directors must hold the annual shareholdersû meeting within four months after the end of companyûs financial year. 6. The board of directors must conduct the companyûs balance sheet and financial statement as of the end of financial year and propose them for consideration at the shareholderûs meeting. 7. The board of directors shall consider transactions with major shareholders, directors and management executive as well as those who may have conflicts of interests of connection with the mentioned persons.

Annual Report 2005

In addition, only the board of directors, not the chairman or the managing director, can direct and implement the companyûs policy on routine operations, i.e., approving budget for land allocations for development, credit line approval, etc. The company organizes regular meetings of the board of director and the full board meetings for consideration or voting of significant issues. The company has sent in advance relevant information to assist the board members to understand clearly the companyû purpose. The company supports the board members to independently follow up the companyûs business operations and the implementations of legal practices and topics stated in agreements related to the companyûs business. The board will also receive reports from the companyûs executives regarding to the significant operations in the company. The company has also appointed a boardûs secretary to assist the board members in organizing their activities. The secretary will also ensure the board and the company have observed and followed laws and regulations. The company boards who are also the companyûs executives and†/†or managing director and†/†or chief executive officer are allowed to take a director position in no more than 5 groups of companies, which their business operation would have no conflict of interest with the companyûs benefits (the definition of the group of companies means companies which have been hold directly or indirectly by the same group of shareholders more than 50%). Non-executive board members can use their own judgment in taking the director position in other companies.

The Audit Committee The board of directors approved the establishment of the 3 sub-committees which are audit committee, selection and remuneration committee, and the committee on corporate governances. Each committee act in accordance with their responsibilities as follows: (1) Audit Committee consists of; Name

Position

1. Mr. Chatchaval Bhanalaph

Chairman of the board and chairman of audit commitee Director and audit director Director and audit director Director and audit director

2. Mr. Kosol Suriyaporn 3. Mr. Nontachit Tulayanonda 4. Mr. Siripong Sombutsiri

The audit committee has the following duties and responsibilities to report to the Board of Directors

Annual Report 2005

1. Review the companyรปs financial statements to ensure accuracy and adequate disclosures 2. Review the companyรปs internal control and audit system to ensure appropriateness and effectiveness 3. Review the operations of the company to ensure they are in compliance with the laws on securities and stock exchange or those related to the companyรปs business 4. Recommend the company the nomination of auditors and their remuneration 5. Determine proper and adequate disclosure of the companyรปs information in case of connected transactions or lists with potential conflict of interests 6. Perform other duties as assigned by the board of directors and approved by the audit committee 7. Prepare reports on the activities of the audit committee to be included in the companyรปs annual reports. The reports must be signed by the chairman of audit committee (2) The selection and remuneration committee consists of Name

Position

1. Mr. Shaw Singhaseni 2. Mr. Anuphong Assavabhokhin 3. Mr. Siripong Sombutsiri 4. Mr. Nontachit Tulayanonda 5. Mr. Chaiyarat Thampeera 6. Mr. Vilas Pilakasiri 7. Mr. Pichet Vipavasuphakorn

Chairman Director Director Director Director Director Director and Secretary

The selection and remuneration committee has responsibilities to set remuneration for directors and select directors when directorship is vacant, as following: 1. Outline policy and rule of remuneration for chief executive officer and managing director 2. Outline policy and rule in selecting directors and audit directors, the audit directors must have the following qualifications: (1) Holding no more than 5% of paid-up capital of the company or of the related companies. (2) Taking no position in the company, related or subsidiary company, or holding a major stakes in the company, not holding a position as a paid staff nor consultant from company, or from related or subsidiary company, or having a major stake from the company. (3) Not having interest both directly or indirectly to finance and management of the company, related or subsidiary company or major shareholders of the company including one year before joining the company as the independent director. Unless considered by the boards that his such interests in the past in the company will have no effect to the company as the independent directors. (4) No relations or close tie to the high-ranking executive boards or to the major sharehoiders. (5) Not be selected by members of the board from the company to act as the nominees for their interests, or selected by the major shareholders from the company.

Annual Report 2005

(6) Sharing his views and submitting the independent reports assigned by the board of director without any influence from the management and the major shareholder including his relatives or close connections 3. Consider and set remuneration for directors, chief executive officer and managing director 4. Consider and select directors when any director post is vacant 5. Purpose the board of directors and then the shareholders没 meeting for final approval (3) The committee on corporate governance consists of Name

Position

1. Mr. Kosol Suriyaporn 2. Mr. Pichet Vipavasuphakorn 3. Ms. Kittiya Pongpuchaneekul 4. Mr. Opas Ruangrajitpakorn 5. Mr. Pumipat Sinacharoen 6. Mr. Vilas Pilakasiri

Chairman Director Director Director Director Director and Secretary

The board of directors has emphasized the importance of corporate governance and imposed the policy on corporate governance, which is a guideline for the company没s operation. To follow-up the policy implementation and improve practices on corporate governance, the board of directors thus appointed the committee to supervise as such.

The Management (The company没s executives have qualifications in accordance with the Public Company Act B.E. 2535 and the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand) Name

Position

1. Mr. Anuphong Assavabhokhin 2. Mr. Pichet Vipavasuphakorn 3. Mr. Jaroonsak Buntoonginda 4. Mr. Wason Naruenatpaisan 5. Mr. Visanu Suchatlumpong 6. Ms. Kittiya Pongpuchaneekul 7. Mr. Opas Ruangrajitpakorn 8. Mr. Piyawat Suepaisarn 9. Mr. Chaiyayuth Thampeera 10. Mr. Thongchai Jaraskulchai 11. Mr. Pumipat Sinacharoen

Chief Executive Officer Managing Director Senior Executive Vice President, Project Group 1 Senior Executive Vice President, Project Group 2 Senior Executive Vice President, Project Group 3 Senior Executive Vice President, Accounting Senior Executive Vice President, Finance Executive Vice President, Project Group 1 Executive Vice President, Project Group 3 Executive Vice President, Project Development Executive Vice President, Corporate Planning and Investor Relations

Annual Report 2005

Name

Position

12. Mr. Kowit Kokilakanistha 13. Mr. Siriwat Wiwatsakulcharoen

Vice President, Legal Affairs Vice President, Human Resources

Scope of duties of Managing Director Managing Director has authority from the board of directors to take responsibility as following: 1. Direct and handle the companyûs routine operations 2. Consider and screen the companyûs investment plans before proposing to the board of directors for approval 3. Prepare annual budget allocations and submit them to the board of directors for approval 4. Perform other duties assigned by the board of directors on a case-by-case basis. Any transactions might not result in a conflict of interests with the company and subsidiaries or affect the companyûs interests in any manner, except those with clear business scopes. The selection of the directors and a team of management The selection committee under the approval of the board of directors has made selections and definitions of directors into 4 types as follows: 1. The independent directors, define as a person who is - Independent from companyûs major shareholdersû influences, or anyone that related to the major shareholders - Independent from the executive board of directorsû influences, or from his related parties - Holding no more than 5% stakes from the company - Holding no executive positions in the company or from the subsidiary company - Able to provide a fair share of interest to each shareholder in an equal term 2. Directors that are from the subsidiary company, the subsidiary company defines as juristic entity that holds more than 50% stakes of the company 3. Directors that are from the related company, related company defined as the juristic entity that holds no more than 50% stakes, directly or indirectly of the company, in accordance with the Article 258(3) to (7) of the Public Company Act B.E. 2535 4. The executive directors defined as the high-ranking executives who manage to run the company on the day-to-day operations, with positions and responsibilities are clearly defined. There are 6 independent directors from 13 directors of the company, for which 4 directors act as the auditing directors Remuneration for Directors and the Executives 1. Remuneration in payment - The company has set out the remuneration for directors in an transparent manner befitting to the qualifications and responsibilities, approved by the shareholders - The company has set out the remuneration for the Executive befitting to their duties, responsibilities and performance.

Annual Report 2005

(A) The remuneration and bonus paid to director ended 31st December 2004, and the 31 st December, 2005 has detailed as following: Year 2005 Name of directors

Type

1.Mr. Chatchaval Bhanalaph Audit Committee 2. Mr. Anuphong Assavabhokhin Executive Director

3.Mr. Payont Sakdejyont

Director from the related company 4. Mr. Pichet Vipavasuphakorn Executive Director 5.Mr. Pong Sarasin Director from the related company 6.Mr. Chaiyarat Thampeera Director from the related company 7. Mr.Jaroonsak Buntoonginda* Executive Director 8.Mr. Shaw Sinhaseni Independent Director 9.Dr. Naris Chaiyasoot Independent Director 10. Mr.Vilas Pilakasiri Director from the related company 11. Mr. Kosol Suriyaporn Audit Director 12. Mr. Nontachit Tulayanonda Audit Director 13. Mr.Siripong Sombutsiri Audit Director

Position

Attended %

Bonus (baht)

Year 2004 Remuneration Attended Remuneration (baht) % (baht)

Chairman of the Board and Chairman of Audit Committee Vice Chairman and Chief Executive Officer Vice Chairman

94%

180,000

355,000

85%

200,000

100%

180,000

None

100%

None

78%

180,000

240,000

79%

240,000

Director and Managing Director Director

94% 83%

180,000 180,000

None 240,000

100% 95%

None 240,000

Director

94%

180,000

None

95%

None

100% 78% 78% 100%

None 180,000 180,000 180,000

None 240,000 240,000 None

100% 89% 100%

None 240,000 240,000 None

83% 89% 94%

180,000 180,000 180,000

240,000 240,000 240,000

89% 89% 89%

240,000 240,000 240,000

Director Director Director Director and Secretary Director and audit director Director and audit director Director and audit director

2,160,000 2,035,000

Total

Number of meetings held

*Appointed as director by the shareholder没s meeting as of April 28, 2005. Note: - Remunerations received between Janurary-December, 2005. - Director listed at 1 receives the remuneration of 30,000 baht per month. - Directors listed at 3, 5, 8, 9, 11, 12, 13, receive 20,000 baht per month. - In 2004, there were no remunerations paid to directors. Definition: - Independent Directors are directors who are independent on executives and not related to any shareholders, holding no more than 5% stake in the company. The independent directors must not be executives of the company and subsidiaries. They will protect interests and work on behalf of all groups of shareholders equally. - Executive directors is the person who manage and implement company没s policy, which have the clear role and functions in the company. - Subsidiaries are juristic entities of which the company holds stakes directly and indirectly more than 50%. - Related companies are juristic entities of which the company holds stakes directly and indirectly less than 50%. They are also juristic entities with the definition notified in the Article 258 (3) to (7) in the Securities and Exchange Act B.E.2535

Annual Report 2005

1,880,000 19

(B) Remunerations for the Executive Directors and the Executives in 2005 Remunerations for the Executive Directors and the Executives, at the end of 2005 for 7 persons (the Executive defined as Chief Executive Officer, and 4 other senior executives next from the Chief Executive Officer, and every 4th Executive Director) in form of salaries and bonuses were at 18.47 million baht. 2. Other remunerations Since 2004, the company has registered to the Ă§Welfare and DevelopmentĂŠ fund, the fund has been legally licensed to operate. Employees contribute 3, 5 or 6% of their earnings, while the company contributes to the same said amount. The fund is managed by licensed fund manager, in accordance with the fund act for welfare and development enacted in 2542 B.E.

Annual Report 2005

M onte-Carlo The city of versatile characters Where enrichment of multi-cultures meet in harmony On this golden land that will perpetuate your wealth With the airs of celebration being felt all year' round Baan Klang Muang Monte-Carlo, Ratchavibha

2005 Annual Report

Annual Report 2005

Mr. Anuphong Assavabhokhin

Mr. Chatchaval Bhanalaph

Name

Age

-M.B.A. Wayne State University, Detroit, Michigan U.S.A - Bachelor of Engineering (Industrial) Chulalongkorn University -Director Accreditation Program

-M.Sc., Forthays Kansas State College, U.S.A -B.A Chulalongkorn University -Director Accreditation Program - Audit Committee Program - The role of the Chairman

Education

24.33

0.00

Shares between Hold(%) Management

Relationship

Executives of Asian Property Development Plc. As of February 8, 2006

Position

Vice Chairman and Chief Executive Officer Vice Chairman Director Director Director Director Director Director Director Director Director Director

Senior Executive Vice President, Corporate Banking Group Authorized Director Director Director Director Director Director

Chairman of Board and Chairman of Audit Committee Chairman of Board and Chairman of Audit Committee

1991- Sep 05 Director Sep 05-Present Director

1999-2001 2002-Present 2003-Present 1994-Present 1996-Present 1996-Present 1994-Present 2004-Present 2004-Present 2004-Present 2000-2004

2002-Present

2004-Present 2004-Present 2003-Present 2002-Present 1997-Present 1994-Present

1972-2004

2004-Present

Period

Experiences

Boonchai Holding Co., Ltd. Trillion Development Co., Ltd.

Asian Property Development Plc. Asian Property (Ladphrao) Co., Ltd. Asian Property (Krungthep) Co., Ltd. Asian Property Co., Ltd. Asian Property Holding Co., Ltd. Asian Property Residence Co., Ltd. Pathumwan Asset Co., Ltd. Asian Property (Ratchavipa) Co., Ltd. Signature Advisory Partners Co., Ltd. Pre Built Plc. PCM Construction Material Co., Ltd.

Asian Property Development Plc.

Book Club Finance Plc. SCB Capital Service Co., Ltd. Sub Sri Thai Warehouse Plc. Vinsiam Bank Dhanamitr Factoring Co., Ltd. Safety Insurance Plc.

Siam Commercial Bank Plc.

Pre Built Plc.

Asian Property Development Plc.

Company

Property Development Property Development Property Development Property Development Asset Management Property Development Property Development Property Development Property Development Construction Manufacturing and distributing construction material Property Development Property Development

Property Development

Finance Company Asset Management Service Warehouse Bank Factoring Insurance

Bank

Construction

Property Development

Type of Business

Annual Report 2005

Mr. Pichet Vipavasuphakorn

Mr. Payont Sakdejayong

Name

Age

- Bachelor of Business Administration (Hon), Ramkhamhaeng University -Director Accreditation Program

-MBA Thammasat University -Bachelor of Engineering (Civil) Chulalongkorn University -Director Accreditation Program

Education

12.04

0.00

Shares between Hold(%) Management

Relationship

Executives of Asian Property Development Plc. As of February 8, 2006

Director Director Executive Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director

2001-Present 2001-2003 1995-Present 1993-Aug 05 1988-Aug 05 2004-Present 1997-Present 1985-Aug 05 1985-Aug 05 1985-Aug 05 1985-Aug 05 1985-Aug 05 1986-Aug 05 1987-Aug 05 1985-Aug 05 1985-Aug 05 1985-Aug 05

Director and Managing Director Director Director Director Director Director Managing Director Director

Director Managing Director

1983-Present 2000-Present

1999-Present 2003-Present 2002-Present 2002-Present 2002-Present 1993-Present 1996-Present 2000-2004

Vice Chairman Director

Position

2003-Present 2003-2004

Period

Experiences

Asian Property Development Plc. Asian Property (Krungthep) Co., Ltd. Asian Property (Ladphrao) Co., Ltd. Asian Property (Thonglor) Co., Ltd. Thonglor Residence Co., Ltd. Asian Property Co., Ltd. Asian Property Residence Co., Ltd. PCM Construction Material Co., Ltd.

CN Place Silom Development Co., Ltd. Southern Real Estate Co., Ltd. Northern Real Estate Co., Ltd. B.C. Real Estate Co., Ltd. Prachachuen Real Estate Co., Ltd. Land and Houses Real Estate Co., Ltd. Attachat Co., Ltd. Autumn Land Co., Ltd. Eastern Real Estate Co., Ltd. A.A. Property Co., Ltd. A.A. Property (Chieng Mai) Co., Ltd.

LH Muang Mai Co., Ltd. Christiani&Neilsen (Thai) SCB Holding Co., Ltd. Mayland Co., Ltd. Atlantic Real Estate Co., Ltd. Q-CON Eastern Co., Ltd.

Land and Houses Plc. Quality Construction Products Plc.

Asian Property Development Plc. PCM Construction Material Co., Ltd.

Company

Property Development Property Development Property Development Property Development Property Development Property Development Property Development Manufacturing and distributing construction material

Property Development Manufacturing and distributing construction material Property Development Manufacturing and distributing construction material Property Development Construction Investment Investment Property Development Manufacturing and distributing construction material Property Development Property Development Property Development Property Development Property Development Property Development Property Development Property Development Property Development Property Development Property Development

Type of Business

Annual Report 2005

Mr. Chaiyarat Thampeera

Mr. Pong Sarasin

Name

Age

-M.B.A. Angelo State University, Texas, U.S.A. -Bachelor of Law,

Ph.D. (Hon) in Business Administration, Chulalongkorn University

Education

0.00

0.03

Mr. Chaiyayuth没s brother

Shares between Hold(%) Management

Relationship

Executives of Asian Property Development Plc. As of February 8, 2006

Director Director Director

1970-Present 1993-Present 1983-Present

Director Director Director Director

Director Director Director Director Director Director

Present 1968-Present 1991-Present 1994-Present 1977-Present 1977-Present

1999-Present 2003-Present 2002-Present 2002-Present

Director Director Director

Director Director Chairman Director Director Chairman Director Director

Director Director Director Director Director

1997-Present 2001-Present 2004-Present

1990-Present 1995-Present 2000-Present 1994-Present 1996-Present 1996-Present 1996-Present 1994-Present

2001-Present 1994-Present 2004-Present 2004-Present 2004-Present

Period Position

Experiences

Asian Property Development Plc. Asian Property (Krungthep) Co., Ltd. Asian Property (Ladphrao) Co., Ltd. Asian Property Residence Co., Ltd.

Pornwut Co., Ltd. Floor Industries Co., Ltd. Sarasin Co., Ltd.

Thai Rung Union Car Plc. Crown Seal Plc. Rangsit Prosper Estate Co., Ltd. Rojana Industrial Park Plc. Chai Fu Holdings Co., Ltd. Construction Accessories Co., Ltd.

Kasemkij Co., Ltd. Kaleidoscope Property Co., Ltd. Q-CON Eastern Co., Ltd.

Asian Property Development Plc. Home Product Center Plc. Thai Pure Drinks Ltd. Sammakorn Plc. Asoke Motors Holding Co., Ltd. Shangri-la Hotel Thararom Enterprise Plc. Quality Construction Product Plc.

Asian Property Holding Co., Ltd. Pathumwan Asset Co., Ltd. Signature Advisory Partners Co., Ltd. Trillion Development Co., Ltd. Asian Property (Ratchavipa) Co., Ltd

Company

Property Development Property Development Property Development Property Development

Property Development Distributing construction material Beverage Property Development Property Development Hotel Property Development Manufacturing and distributing construction material Construction Property Rental Manufacturing and distributing construction material Automotive Packaging Property Rental Property Development Property Rental Manufacturing and Distributing Construction Material Property Rental Commerce Property Rental

Asset Management Property Development Property Development Property Development Property Development

Type of Business

Annual Report 2005

Mr. Jaroonsak Buntoonginda

Name

Age

-Bachelor of Business Administration, Ramkhamhaeng University -Director Accreditation Program 45/2005

Chulalongkorn University -Bachelor of Business Administration, Ramkhamhaeng University -Finance for Non-Finance Director -Director Accreditation Program 45/2005

Education

0.01 -

Shares between Hold(%) Management

Relationship

Executives of Asian Property Development Plc. As of February 8, 2006

Chief Executive Officer Director Director Vice Chairman and Chief Executive Officer Director Director Director Director Director Director Director

2000-2004 2001-2002 2001-Present 2004-Present

2004-Present 2001-Present 2001-Present

2005-Present 2005-Present 2005-Present 2005-Present 2005-Present 2005-Present 2005-Present 2004-Present 2004-Present 2005-Present 2005-Present

2005-Present

Director and Senior Executive Vice President, Project Group1 Director Director Director Director Director Director Director Director Director Director Director

Director Director Vice Chairman Managing Director Managing Director Director

1999-Present 1994-Present 1993-Present 1993-2004 1993-Present 2000-Present

2004-Present 2004-Present 2004-Present 2004-Present

Director

Position

2001-Present

Period

Experiences

Asian Property (Ratchavipa) Co., Ltd. Asian Property (Krungthep) Co., Ltd. Asian Property (Thonglor) Co., Ltd. Asian Property (Ladphrao) Co., Ltd. Asian Property Co., Ltd. Thonglor Residence Co., Ltd. Signature Advisory Partners Co., Ltd. Pre Built Plc. Trillion Development Co., Ltd. Asian Property Holding Co., Ltd. Asian Property Residence Co., Ltd.

Asian Property Development Plc.

Peeranont Co., Ltd. Siam Retail Development Co., Ltd. Square Ritz Plaza Co., Ltd.

Signature Advisory Partners Co., Ltd. Asian Property (Ratchavipa) Co., Ltd. Trillion Development Co., Ltd. Q-CON Eastern Co., Ltd.

Siam System Built Co., Ltd. Asian Property Holding Co., Ltd. Pre Built Plc.

PCM Construction Material Co., Ltd.

Siam Sinthorn Co., Ltd. Pathumwan Asset Co., Ltd. Asian Property Co., Ltd. Wave Development Co., Ltd. Asian Cuisine Co., Ltd. PCM Construction Material Co., Ltd.

Quality Construction Products Plc.

Company

Property Development Property Development Property Development Property Development Property Development Property Development Property Development Construction Property Development Asset Management Property Development

Property Development

Property Development Property Development Property Development Manufacturing and distributing construction material Restaurant Property Rental Property Rental

Manufacturing and distributing construction material Property Development Property Development Property Development Property Development Restaurant Manufacturing and distributing construction material Manufacturing and distributing construction material Construction Asset Management Construction

Type of Business

Annual Report 2005

Mr. Kosol Suriyaporn

Dr. Naris Chaiyasoot

Mr. Vilas Pilakasiri

Age

Mr. Shaw Sinhaseni

Name

- Bachelor of Law, Chulalongkorn University Barrister at Law -Audit Committee Program

- M.B.A., Thammasat University -Bachelor of Economics, Thammasat University -Finance for Non-Finance Director -Director Accreditation Program

- Ph.D. (Economics) University of Hawaii - M.A. Economics (English Program) Thammasat University - B.A. Economics (Hon) Thammasat University -Director Accreditation Program

-M.B.A. (Management), University of San Francisco, U.S.A. -Director Accreditation Program

Education

0.00

Shares between Hold(%) Management

Relationship

Executives of Asian Property Development Plc. As of February 8, 2006

Director and Audit Director Lawyer Lawyer

Board Secretary Deputy Managing Director

2004-Present 2005-Present

2000-Present 2001-Present 1988-2001

Director and Board Secretary Director

Director Director - General Rector Chairman Director Director Chairman Director Director Director Director

Director Director Director Director

Position

1996-Present 2000-Present

2003-Present 2004-Present 1998-2004 1998-Present 2002-Present 2003-Present 1998-Present 2001-Present 2003-Present 2003-Present 2005-Present

1993-Present 1998-Present 2001-2003 Present

Period

Experiences

Asian Property Development Plc. Price Sanond Prabhas&Wynne Ltd. Natee International Law Office Ltd.

Pre Built Plc. Pre Built Plc.

Asian Property Development Plc. PCM Construction Material Co., Ltd.

Asian Property Development Plc. Fiscal Policy Office, Ministry of Finance Thammasat University National Research Council (Economics) Attorney General Office Credit Bureau Sirinthorn International Institute of Technology Government Savings Bank State Council Anti-Money Laundering Office Fortune Parts Industry Plc.

Asian Property Development Plc. The Thai Insurance Plc. Home Product Center Plc. Mahachon Group Co., Ltd.

Company

Property Development Business Law, Taxation Business Law, Taxation

Property Development Manufacturing and distributing construction material Construction Construction

Property Development Education Education Bank Manufacturing and distributing auto parts

Property Development Insurance Distributing construction material Hotel

Type of Business

Annual Report 2005

Mr. Wason Naruenatpaisan

Mr. Visanu Suchatlumpong

Mr. Nontachit Tulayanonda

Mr. Siripong Sombutsiri

Age

Name

- M.B.A., Thammasat University - Bachelor of Civil Engineering, Chieng Mai University

- M.B.A., Burapha University - B.BA, Bangkok University

- MBA Sull Ross University, USA. -Director Accreditation Program

-M.A at Tarleton State University, Texas U.S.A -Audit Committee Program

Education

0.00

0.01

0.00

Shares between Hold(%) Management

Relationship

Executives of Asian Property Development Plc. As of February 8, 2006

Director and Audit Director Director and Audit Director Director Director Director and Managing Director Director Managing Director (for) Director

Director and Audit Director Executive Vice President, Lending Group Chief Executive Officer Director

Position

Senior Executive Vice President, Project Group 3 2000-2004 Deputy Managing Director 1994-1999 Executive Vice President Sep 05-Present Director

2005-Present

Senior Executive Vice President, Project Group 2 1994-Present Director 1993-Present Executive Vice President Present Director Sep 05-Present Director

2001-Present

2002-Present 2004-Present 2003-Present 2002-Present 2001-Present 2000-2003 1998-2000 2005-Present

2001-2003 2005-Present

2003-Present

2000-Present

Period

Experiences

Property Development Property Development Property Development Property Development

United Home Co., Ltd. Quality House Public Co., Ltd. Trillion Development Co., Ltd.

Property Development Property Development Asset Management Property Development

Pathumwan Asset Co., Ltd. Asian Property Co., Ltd. Capital and Property Management Co., Ltd. Trillion Development Co., Ltd.

Asian Property Development Plc.

Property Development

Property Development Hospital Consultant Insurance Consultant Securities Securities Property Development

Factory Latex Transmutation

Finance Company

Property Development

Type of Business

Asian Property Development Plc.

Asian Property Development Plc. Bangkok Chain Hospital Plc. Siam Chai Sri Co., Ltd. Muang Thai Insurance Co., Ltd. United Advisory Services Co., Ltd. United Securities Plc. Dhana Siam Securities Company Limited Phuket Square Plc.

Wongpaitoon Group Plc. Muang Mai Guttry Plc.

Book Club Finance Plc.

Asian Property Development Plc.

Company

Annual Report 2005

Mr. Piyawat Suepaisarn

Mr. Chaiyayuth Thampeera

Mr. Thongchai Jaraskulchai

Ms. Kittiya Pongpuchaneekul

Mr. Opas Ruangrajitpakorn

Age

Name

Bachelor of Engineering (Civil), Kasetsart University

- M.B.A., Kasetsart University - Bachelor Degree of Law, Thammasat University

Bachelor of Business Administration, Ramkhamhaeng University

- M.B.A., Kasetsart University - Bachelor of Economics, Thammasat University

Ms. In Accounting, Chulalongkorn University

Education

0.00

Mr. Chaiyarat's brother

Shares between Hold(%) Management

Relationship

Executives of Asian Property Development Plc. As of February 8, 2006

2000-2001

2001-Present

Senior Vice President, Project Development Project Manager

Branch Manager

1998-2001

Executive Vice President, Project Group 1 Executive Vice President, Sales Director

Senior Executive Vice President, Finance Director Director Executive Vice President, Finance Director Director

Senior Vice President, Project Group 3 Assistant Managing Director 2001-2002

Company

Engineering Plus Co., Ltd.

Asian Property Development Plc.

Thai Patanasin(Jinseng) 2000

PCM Construction Material Co., Ltd.

Asian Property Development Plc.

Trillion Development Co., Ltd.

Asian Property Co., Ltd.

Asian Property Development Plc.

Asian Property (Thonglor) Co., Ltd. Thonglor Residence Co., Ltd. Asian Property Co., Ltd Pre Built Plc. Capital and Property Management Co., Ltd.

Asian Property Development Plc.

Senior Executive Vice President, Asian Property Development Plc. Accounting Executive Vice President, Asian Property Co., Ltd. Accounting Executive Vice President, Asian Property Residence Co., Ltd. Accounting

Position

2002-Present

2004-Present

1994-Present

2001-Present

2002-Present 2002-Present 1994-Present 1995-Present Present

2001-Present

1996-Present

1993-Present

2001-Present

Period

Experiences

Construction

Property Development

Manufacturing and distributing construction material Equipment Industry

Property Development

Property Development Property Development Property Development Construction Asset Management

Property Development

Type of Business

Annual Report 2005

Mr. Siriwat Wiwatsakulcharoen

Mr. Pumipat Sinacharoen

Mr. Kowit Kokilakanistha

Age

Name

- Master degree in Public Administration, NIDA - Bachelor Degree of Arts, Faculty of Political Sciences, Ramkhamhaeng University - Bachelor Degree of Arts, Faculty of Humanities, The University of the Thai Chamber of Commerce

- Bachelor of Law, Ramkhamhaeng University - Director Accreditation Program 42†/†2005

M.B.A. The American Graduate School of International Management (Thunderbird), USA.

Education

0.00

Shares between Hold(%) Management

Relationship

Executives of Asian Property Development Plc. As of February 8, 2006

Financial Planning Manager Equity Analyst

2001-2002 1997-2001

1999-2001

2003-Present 2001-2003

2001-Present 1994 -Present 2002 - 2005 2002 - 2005 2003 - Present

2005-Present

Asian Property Development Plc. Asian Property Co., Ltd. Thonglor Development Co., Ltd. Thonglor Residence Co., Ltd. Mandarin Hotel Plc.

Bangkok Citismart Co.,Ltd. The Small Industry Credit Guarantee Corporation (SICGC) Neighboring Countries Economic Development Cooperation Agency (Public Organazation) Hutchinson CAT Wireless Multimedia Company Limited ING Baring Securities (Thailand) Co., Ltd.

Fortune Parts Industry Plc.

Asian Property Development Plc.

Company

Vice President, Human Resources Asian Property Development Plc. Assistant Vice President, Trinity Securities Co., Ltd. Human Resources†&†Admin Dept Assistant Manager, KGI Securities One Plc. Human Resources Dept

Vice President, Legal Affairs Vice President, Legal Affairs Director Director Audit Director

Chief Executive Officer Performance Measurement Director Human Resource Director

2005-Present 2005-Present

2005-Present

Senior Vice President, Corporate Planning and Investor Relations Director and Audit Director

Position

2002-Present

Period

Experiences

Finance and Securities

Property Development Finance and Securities

Property Development Property Development Property Development Property Development Hotel

Equity Broker

Communication

Manufacturing and distributing auto parts Broker for Sale and Rent Property

Property Development

Type of Business

Annual Report 2005

x x x x x x x x x x x x -

o x x x x x o x x o x x -

x x o x x o x x x x x x x

* çServing as director from shareholdersû meeting held on April 28, 2005é

Attended Not Attended Not serving the member

x x x x x x x x x x x x -

x x x o x x o o x x x x -

Mr. Chatchaval Bhanalaph Mr. Anuphong Assavabhokhin Mr. Payont Sakdejyont Mr. Pichet Vipavasuphakorn Mr. Pong Sarasin Mr. Chaiyarat Thampeera Mr. Shaw Singhaseni Dr. Naris Chaiyasoot Mr. Vilas Pilakasiri Mr. Kosol Suriyaporn Mr. Nontajit Tulayanonda Mr. Siripong Sombutsiri Mr. Jaroonsak Bantoonginda*

x o -

Name

The Numbers of attended meetings for directors in 2005

x x x x x x x x x o x x x

x x x x x x o x x x x x x

x x x x x x x x x x x x x x x o x x x o o x x x x x x x o x o x x x x x x o x x x x x x x x x x x x x x x x x x x x x o x x o x x x x x x x x x x x o x x x x x x x o x x x x x x x x x x o x o x x o x x x x x x x x x x x x x x x o x x x x x x x x x x x x x x x

9 10 11 12 13 14 15 16 17 18

No.

17 18 14 17 15 17 14 14 18 15 16 17 13

No.of attended meetings

94% 100% 78% 94% 83% 94% 78% 78% 100% 83% 89% 94% 100%

% attended

Total Meetings 18 times

S ydney Choose the life you wanted to be The agile life style And the rhythm of the life that dazzlingly glossy A place where you can re-charge your daily energy Baan Klang Krung, Office Park, Ladprao 71

2005 Annual Report

Supervision of the use of insider information The company adopts the following policies and methods in monitoring the use of insider information by its executives for their own interests Inform the executives of their duties to report their holding of the companyûs shares as stipulated in the Act on Securities and Stock Exchange Act B.E. 2535 (1992) and the regulations of the Stock Exchange of Thailand and of related penalties. The company requires that its executives report on changes in their holding of the companyûs shares to the Securities and Exchange Commission as stipulated under Section 59 of the Act on Securities and Stock Exchange B.E. 2535 (1992) and submit a copy to the company on the same day sending to the Securities and Exchange Commission and Stock Exchange of Thailand. The board has endorsed the strict regulations and punishment guidelines about the abuse of insider information. The board agrees to set policy and methods in supervising directors, executives and employees on the use of insider information, particularly the audited information related to the companyûs financial position as approved by the certified accountant and the meeting of the Audit Committee, prior to the submission to the board and the Stock Exchange of Thailand and the public of their own interests as follows: (1.) Prohibit directors, executives, employee and their spouse and children not yet reached the legal age to use insider information to buy, sell transfer and receive the companyûs shares prior to the disclosure of the information to the public (since April 15 till the disclosure of the first quarter financial statement / since July 15 till the disclosure of the second quarter financial statement / since October 15 till the disclosure of the third quarter financial statement / since Feb 1 till the disclosure of the annual report). The above mentioned persons should also withhold from conducting any trading transactions of the company's shares until the public have sufficient time to evaluate the companyûs shares (15 days after the disclosure). (2.) Inform directors, executives and employees the duty to report their holding and the trading of the companyûs shares including those of their spouses and children not yet reached the legal ages as stipulated in the announcement No. 14/2540 of the Office of the Securities and Exchange Commission about the reports and the disclosure of the holding of shares and penalties under the Act on Securities and Stock Exchange B.E. 2535 (1992) If employees violate the above regulation, the company will take discipline punishment as follows: First mistake Second mistake Third mistake

Annual Report 2005

Written warning Salary cut, suspension of work Termination of work without compensation

Personnel The company has a policy to constantly develop personnel potential with regular and continuous training to improve staff knowledge and expertise as well as the understanding about the companyûs policies. The trainings were instructed by eminent persons from inside and outside the company in courses such as APûs Corporate Value, Vision and Mission and Corporate Value, MS Project, the control and technical aspect of construction, etc. Or providing executive courses on Executive Team Building and Scotworking Negotiating Skills Workshop, etc. The company was of opinion that these courses would benefit employees and executives as well as improve the companyûs personal efficiency. The company also considers employing more staff to support more works and to ensure the operation effectiveness. In addition, the company and its employees have set up çThe Welfare Development Registered Provident Fundé in accordance with the Provident Fund Act B.E. 2530. The Fund is contributed by both the employees and the company at the equal rate of 3, 5 or 6% of employees wages based on the number of working years of employee. The benefits will be paid to employees upon their retirement, decease and resignation.

Internal controls The company realizes the importance of using the internal controls on both the executive level and operations level, thus, the company has assigned the duties of both the executive level and the operation level in writen. The use of internal controls will also help the company to utilize companyûs assets to its fullest. The internal controls also clearly divide the roles of operating staff, the role of evaluators in order to cross check the functions of each unit fairly. In addition, financial controls will be made in reports to the executive levels, and to the audit committees.

The internal controls also apply to the risk management, in order that risk assessments are managed properly. The company also has the internal controls on the transaction process between major shareholders, board of directors, executives, and the concerned parties. Meanwhile, the internal control on the auditing process and monitoring are implemented appropriately to the policy. The company has hired the Alliance Office Co., Ltd. to be an internal audit to handle the duty by emphasized in business risk and operational system. The objective is to make an assurance that the overall operations are run effectively, to increase the assurance to the audit committees and to the high executives levels, that the information of the company is reliable and to create the assurance that the utilization of companyûs asset are managed properly. This will also help the company to reassure itself that the internal controls are run effectively run and the staff submit themselves to the assigned tasks properly. Companyûs auditor, Mrs.Suvimol Krittayakiern who audited the companyûs financial statement was of the opinion related to the evaluation of the company internal accounting control that there was no substantial weakness in the system. In addition, the auditing committee is satisfied that the internal control system manage to run and operate sufficiently, effectively, and in transparency manner. As from the boardûs meeting no. 13/2005 on the 8th of September 2005, with 3 audit directors attended, the committee Annual Report 2005

has assessed the internal control system by asking information from the executives and examined the evidence to make a conclusion that from assessment of the internal control system in 5 different areas which are the organization†&†environment, the risk management, the operation control from management, information technology†&†communication and monitoring, the company has the internal control system for the transactions with major shareholders, directors, the executive, or related parties sufficiently. Meanwhile, the other internal control systems are also sufficient.

Connected transactions The company has a policy to record the connected transactions, under the conditions set up by normal trading, with market price comparable to the others. The company has also set up the audit committee or independent experts in this field to examine and to provide realistic advices on prices and appropriated transactions. The connected transactions such as selling and purchasing goods, borrowing, lending and guarantee, the directors have to comply with the rule set out by the Stock Exchange of Thailand and also disclosure rule of connected transactions and acquiring and disposal of the company and subsidiary companiesû assets. Should the connected transactions between companies or its subsidiarries appear to run into conflict, or may implicate that transactions may cause conflict in th future. The company will set up the committee to provide as necessary for the particular transactions. And if the audit committee are not experienced with the matters, the company will appoint an independent expert or auditor of the company to look into the matter and will make recommendation to companyûs boards or to shareholders to make decision on the matter. The company will also disclose the connected transaction in the notes to financial statements prepared by auditor of the company.

Annual Report 2005

Policy on corporate governance

The company has recognized the virtue of good corporate governance, which is the major factor in improving the organization and efficiency as well as leading its mission for the long-term sustainable growth. The company has complied with the 15 principles of good governance stipulated by the Stock Exchange of Thailand.

1. Policy on corporate governance The Board of Directors realizes the importance and virtue of good corporate governance and has adopted policies to the effect on corporate governance in details as following: Recognizing the importance of controlling, monitoring and internal audit system, which will supervise the team of management to comply with companyûs policies and objectives efficiently under the working framework of legal regulations and business ethics. Exercise the fairness and equal treatment to companyûs shareholders and stakeholders The board is determined to manage the company with carefulless, responsibility, efficiency, to maximize benefits for shareholders in a sustainable way, and to prevent any conflict of interests that may occur. The board operates the business with the preconceived awareness and concerns about risks and nominates the internal control system and risk management The board focuses on transparency, accountability and disclosure to keep general public, investors and related parties informed of its operation and activities. The board emphasizes on the companyûs Code of Conduct, which in prior has been made in announcement for employees to implement and be encouraged to observe the Code of Conduct. 2. Rights of Shareholders The company has traditionally organized an ordinary shareholders meeting within 4 months afterward of the end of the financial year. Initially, the company sends the 14 days advance written notices of the meeting, contents of agenda of the meeting and the boardûs opinions to shareholders, this helps shareholders to gather and analyze information prior to the voting on an agenda will have taken place. The company has conveniently set up the date, time and venue for the shareholderûs meeting. And at the meeting, shareholders can register their names at least 1.5 hours prior to the meeting take place. This will allow all shareholders to participate in greater numbers. As for convenience, the company also arranges an appropriate different shareholders to register from individual shareholders to institutional investors. In addition, at the end of each agenda meeting, and before the voting take place, the chairman of the boards will answer any queries by the shareholders, including opinions among shareholders. All votes from shareholders are treated equally. In case when shareholders are unable to attend the meeting, they can authorize independent directors to act on their behalf. Should the company must convene the meeting for an urgent agenda, it can call on an extraordinary shareholderûs meeting on the case-by-case basis. In 2005, the company held the Annual General Meeting of shareholders on the 28th of April, 2005. The company had sent written notices of the meeting and information concerning the agenda 14 days prior the meeting was convened. Each agenda comprise opinions from the board and the meeting minutes were recorded accurately and appropriately gathered from shareholderûs questions with the full expressive, explanatory manner regarding to the managementûs functions. The company also arranged for the independent directors to be authorized in full access to act on the behalf

Annual Report 2005

of shareholders, including the authorization to vote on the shareholderûs behalf, who were unable to attend the meetings themselves. This approach is an alternative means to help shareholders who may not attend the meeting. 3. Right of Stakeholders The company values the rights of all stakeholders of both internal and external from the organization, of those who are the employees, creditors, trading partners, related government agencies and shareholders to ensure fairness for all parties. Employees: the company has treated its employees fairly with fair commensurations. Moreover, the company has provided scholarships to staff and consistently conducting the training programs for employees. In 2005, the company organized various training programs such as APûs Corporate Value, Vision Mission and Corporate Value, MS project, and Modern Construction Technique. As from the last Annual General Meeting of shareholders on the 28 of April, 2005, the company issued the ESOP(Employee Stock Option Plan) for 34,000,000 shares to both executives and employees for two years. These consist of 34,000,000 warrants with 3 years maturity at the conversion price of baht 3.60 per share and 34,000,000 common shares of baht 3.60 per share. The company will issue the shares to employees and to companyûs executives in fairness. Trading partners: In purchasing goods and services from its trading partners, the company has complied the business deals of trade terms and of fulfilling contractual obligations. For its contractors, the company has checked and monitored product quality and has arranged to award those who have dedicated to improve their product quality in a consistent term. Customers: the company has set up the Call Center service to receive customer's input and complaints, as part of the companyûs responsibilities to serve to customerûs needs, for the better improvement of products and services. Creditors: the company has complied with the terms of lending agreements. Competitors: the company has competed within the framework of good competition and forbids it self to employ any unscrupulous means to undermine or discredit competitors. Community: the company is responsible for community environment and society. Various donations have been made, one example being the charitable donation to the Ramathibodi hospital to procure medical equipments to treat the cancerûs patients. 4. Shareholders Meetings At shareholderûs meetings, the chairman of the meetings has provided an equal opportunity for all groups of shareholders to review the companyûs operations, raise questions, and express opinions and suggestions. Their key point of discussion and opinions have also been recorded in the meetingûs minutes. In 2005, the company held meeting, where chairman of the meeting, the chairman of Audit Committee and the chairman of the sub-committee all attended the meeting. While most of the companyûs directors participated and made explanations when shareholders raised questions and expressed opinions. The questions and answers were recorded in the meetingûs minutes. 5. Leadership&Vision The management has proposed strategic and business plans to the board, which has actively participated in determining the companyûs policy, vision, strategy and business plans. The board will ensure that the business has been implemented in line with the laid-down, clear-cut plans, maximizing profits for shareholders and the evaluation plans

Annual Report 2005

afterwards will be conducted to assess the management and employees Moreover, to segregate the duties and make a balance of management, the chairman of the board of directors is an independent director, and not the same person as the chairman of the executive board. 6. Conflict of interest The company has set up plans to prevent the potentially of conflict of interests by assigning its Audit Committee to examine and consider the rationality of connected transactions based on the criteria of the Stock Exchange of Thailand. Details of connected transactions have been disclosed in notes to financial statements. 7. Business Ethics The company focuses and runs its business functions in an uncorrupted means with transparency, and issued the Code of Conduct for the board of directors, management, and employees, so that the related parties can use it as a guideline in performing their duties with the sense of pride and integrity according to the companyรปs objective and mission. The company also adhere its policy with the full compliance of the code regularly. A sub-committee was established to implement policies on corporate governance and improved corporate governance practices. 8. Balance of Power for Non-executive Directors The board of directors consists of 13 members, of which three are the companyรปs executive directors (Mr. Anuphong Assavabhokhin, Mr. Pichet Vipavasuphakorn and Mr. Jaroonsak Buntoonginda) and four are from related companies (Mr. Pong Sarasin, Mr. Payont Sakdejyont, Mr. Chaiyarat Thampeera, and Mr. Vilas Pilakasiri), the remaining six or more than one-third of the board are of independent directors, of which four out of six are audit directors. The audit directors have authority to review the company's operation and functioning as the balance of power on the board. Moreover, they can reject or act against some issues at the meetings independently, this in effect will produce the highest efficiency of board's decisions. 9. Aggregation or Segregation of Positions The chairman of the board of directors is from one of the independent directors, while the chief executive officer and managing director holding 24.33% and 12.04% of the paid-up shares, respectively. Thus, the chief executive officer and managing director are the company'รปs shareholders, representing all groups of shareholders in managing the company and maximizing profits for them. However, the chairman of the board of directors, chief executive officer and managing director are not the same person as this will create the separation of work functions, producing the balance of power of management. 10. Remumeration for Directors and the Management The company appointed the selection and remuneration committee to consider remuneration for directors and the management by making the comparison with the other companies in the same business enterprise. The compensation for directors and the management will be paid in the form of monthly salaries and bonuses, based on the companyรปs operating result and performance of each executive. For non-executive directors, they will be remunerated in the form of monthly returns and bonus. The company has sought approval on remuneration from the shareholderรปs meetings.

Annual Report 2005

11. Board of Directors'meetings The board of directors normally holds a number of meetings on the monthly basis with special meeting may take place from time to time should the board may be held if necessary. Agendas with clear information and those related to the follow-ups of work implementation as well as the minutes of the previous meeting will be prepared and circulated to directors seven days prior to the meeting, in order that the directors will have time to study the details before the meeting is staged. At each meeting, the minutes will be recorded and the board will sign to approve the minutesin the next meeting. In case independent directors express opinions and call on a special meeting to consider for special agendas, the management is assigned to facilitate the special meeting for them as soon as possible. 12. The sub-committee The company nominated and appointed the Audit Committee, which is responsible to consider and to provide opinions and views toward special agendas before submitting them for approval by the board of directors. Moreover, the company appointed the selection and remuneration committee, which will select and nominate qualified persons to become a member of the board in case when any director position is vacant. The selection committee will consider remuneration and compensation for directors and also for the management. The company also appointed a sub-committee on corporate governance, which has followed the implementation of corporate governance policy, outlining action plans and improving policies to meet with changing conditions. The sub-committee will report directly to the board of directors. 13. Controlling System and Internal Audit The company selected and appointed Alliance Office Co., Ltd, of which it has no stakes in or no relation with the company, as an internal audit for the company. The internal audit has duties to make revision and evaluation of the company没s internal control system, to see whether the system was sufficient and proper managed. In addition, the internal audit will consult and assist the company to improve some of the defect points in the internal control system to ensure that it is efficient and effective. Alliance Office Co., Ltd will conduct an assessment report on the internal control system and provide suggestions on some of the defect points before submitting the report directly to the Audit Committee. 14. Director没s Reporting The board of directors and the audit committee has considered financial statements of the company and subsidiaries to ensure that all financial statements show financial positions and operating results with accuracy and adequate information disclosure. In addition, the boards had participated in reviewing the internal control system to ensure that the system was satisfactory and the information disclosed to investors was sufficient in an annual report. 15. Investor Relations The company always recognizes the virtue and the importance of disclosing the adequate, reliable and timely information to investors and related parties with equal access. It has set up the investor relation没s facility to provide information, in order that investors can monitor the status of various corporations and to communicate with the company through the telephone line at (66) 2261 2518-22, E-mail: investor@ap-thai.com or at the website: www.ap-thai.com.

Annual Report 2005

P aris

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2005 Annual Report

Directors没 Report on Financial Statement The Board of Directors of Asian Property Development Public Company Limited is responsible for the consolidated financial statement of the company and its subsidiaries and financial information as prepared in the annual report. The financial statement were prepared base on generally accepted accounting standards in Thailand. The accounting standards have been appropriate and used regularly and carefully, providing adequate information disclosure in notes to financial statements. The board established and maintained an efficient controlling system and internal audit to ensure that accounting information stated in financial statements was accurate and reliable. The adequate internal controls were also to maintain the company没s assets and recognize corporate weakness, which would significantly revent corruptions and wrong-doings. Therefore, the board nominated the Audit Committee, which consists of non-executive members who are responsible for the quality of financial statements and internal control system. The Audit Committee also opinions about the company没s internal audit system in the annual reports. The board was of the opinion that the internal control system was satisfactory and can create confidence in relation to the credibility of financial statements of the company and its subsidiaries as of December 31, 2005. The financial statements showed financial position, operation performance and cash flow with accuracy and reliability.

(Mr. Chatchaval Bhanalaph) Chairman of the Board of Directors and Chairman of the Audit Committee

(Mr. Anuphong Assavabhokhin) Vice Chairman and Chief Executive Officer

(Mr. Payont Sakdejyont) Vice Chairman

(Mr. Pichet Vipavasuphakorn) Director and Managing Director

(Mr. Pong Sarasin) Director

(Mr. Chaiyarat Thampreera) Director

(Mr. Jaroonsak Buntoonginda) Director

(Mr. Shaw Singhaseni) Director

(Dr. Naris Chaiyasoot) Director

(Mr. Vilas Pilakasiri) Audit Director

(Mr. Kosol Suriyaporn) Audit Director Annual Report 2005

(Mr. Nontachit Tulayanonda) Audit Director 60

(Mr. Siripong Sombutsiri) Audit Director

Report of the Audit Committee Dear Shareholders Asian Property Development Public Company Limited For the financial year, ended at December 31, 2005, the Audit Committee, consisted of four directors of whom, did not hold any positions in the company, had concluded their fourth meetings, of reviewing the adequacy concerning the company没s internal control system, monitoring and operations, and had made advices and proposed measures to enhance the efficiency, and effectiveness to the company. The Audit Committee had appointed an outside auditor to assess and inspect the work process to run strictly and accordingly to the laid out measures. Suggestions made by the inspection control system will be taken into full account and the overall improvements will be made accordingly. The Audit Committee was of the opinion that the company没s internal control system operated in the satisfactory stage, with the whole business operations being adequate, efficient, and transparent. The Audit Committee had reviewed the quarterly and yearly financial statements, ended at December 31 2005, working together with the company没s auditor and some company没s executives. The Audit Committee found that the financial statements showed the adequacy and credibility of financial status; the operating results established on the widely accepted accounting standards. Furthermore, as the Securities Exchange Commission, Thailand (SEC) set the rule for listed companies to change the auditor in every 5 financial years. The audit committee thus raised the issue to the Board of Directors to ask for the approval of shareholders to change the auditor from Mrs. Suvimol Krittayakiern and/or Mrs.Vilairat Rojnakarin, Office of DIA International Auditing to Mr. Ruth Chaowanagawi and/or Mrs.Saifon Inkaew and/or Ms. Thipawan Nananuwat, Ernst&Young Office Limited.

(Mr. Chatchaval Bhanalaph) Chairman of the Audit Committee

(Mr. Siripong Sombutsiri) Audit Director

(Mr. Nontachit Tulayanonda) Audit Director

(Mr. Kosol Suriyaporn) Audit Director

Annual Report 2005

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2548

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

AUDITOR没S REPORT To The Shareholders of ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED I have audited the consolidated balance sheets of ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES and the balance sheets of ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED as at December 31, 2005 and 2004, the related of consolidated statements of income and statements of income, consolidated statements of changes in shareholders没 equity and statements of changes in shareholders没 equity, and consolidated statements of cash flows and statements of cash flows of ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES and of ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED for the years then ended. These financial statements are the responsibility of the Company没s management as to their correctness and completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the consolidated financial statements and the financial statements referred to above present fairly, in all material respects, the consolidated financial position and the financial position of ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES and of ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED as at December 31, 2005 and 2004, the results of their operations and its operations and their cash flows and its cash flows for the years then ended in conformity with generally accepted accounting principles.

Office of D I A International Auditing

(Mrs. Suvimol Krittayakiern) C.P.A. Thailand Registration No. 2982 March 1, 2006

Annual Report 2005

BALANCE SHEETS AS AT DECEMBER 31, 2005 AND 2004

Assets

Note

Consolidated

Parent company

2005 Thousand Baht 2004 2005 Thousand Baht 2004 Current assets Cash and cash equivalents

516,225

592,699

227,683

197,731

133

114,976

114,843

663

146,094

498

695

Unbilled construction income

155,944

499,769

134,630

369,191

Inventories - net

8,811,414

5,759,743

4,673,306

2,286,113

18,193

84,900

12,587

84,900

51,937

56,371

78,551

134,586

38,767

41,536

9,581,190

7,332,843

5,139,408

3,151,380

Short-term investments Accounts and notes receivable - net

Other current assets Deposits for land Accrued interest income Others Total current assets

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

BALANCE SHEETS (Cont.) AS AT DECEMBER 31, 2005 AND 2004

Assets

Note

Consolidated

Parent company

2005 Thousand Baht 2004 2005 Thousand Baht 2004 Non-current assets Loans to related parties

1,011,247

1,600,880

136,146

2,969,239

2,612,413

Long-term investments

164,065

732,999

164,065

731,769

Other investments

400,000

31,500

58,006

27,857

34,725

142,724

66,650

380,258

52,816

49,345

131,164

147,321

Withholding income tax

26,139

22,304

Others

11,880

30,053

9,396

11,514

710,268

1,913,665

4,234,620

5,040,646

10,291,458

9,246,508

9,374,028

8,192,026

Investments in subsidiaries and affiliates

Cash at banks - commitment Land and cost of project held for development Property, plant and equipment - net Other non-current assets Intangible assets

Total non-current assets Total assets

Notes to financial statements are parts of these financial statements.

Annual Report 2005

BALANCE SHEETS (Cont.) AS AT DECEMBER 31, 2005 AND 2004

Liabilities and shareholders没 equity

Note

Consolidated

Parent company

2005 Thousand Baht 2004 2005 Thousand Baht 2004 Current liabilities Bank overdrafts and short-term loans from financial institutions Accounts and notes payable Unearned revenue Current portion of long-term debts Other current liabilities Accrued interest Accrued expense Accrued income tax Others Total current liabilities Non-current liabilities Loans from related parties Long-term liabilities Debentures Other non-current liabilities Total non-current liabilities Total liabilities

557,325 171,776 454,019

250,312 263,890 82,751

555,934 106,400 399,894

147,658 72,394 13,683

511,286

289,840

340,000

250,000

36,363 61,338 124,612 58,491 1,975,210

38,759 79,566 183,150 113,373 1,301,641

36,067 48,959 75,021 35,185 1,597,460

37,186 41,719 119,238 45,567 727,445

0 1,634,557 2,600,000 86,801 4,321,358 6,296,568

0 889,713 2,600,000 42,510 3,532,223 4,833,864

0 1,145,929 2,600,000 47,824 3,793,753 5,391,213

75,000 498,008 2,600,000 25,124 3,198,132 3,925,577

22 14 15

Notes to financial statements are parts of these financial statements.

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

BALANCE SHEETS (Cont.) AS AT DECEMBER 31, 2005 AND 2004

Liabilities and shareholdersรป equity (cont.)

Note

Consolidated

Parent company

2005 Thousand Baht 2004 2005 Thousand Baht 2004 Shareholdersรป equity Share capital Authorized share capital 2,343,150,000 common shares of Baht 1 each 2,275,000,000 common shares of Baht 1 each Issued and paid-up share capital 2,271,902,620 common shares of Baht 1 each 2,265,114,120 common shares of Baht 1 each Premium (Discount) on share capital Unrealized gain on changing in investments value Premium on common shares - from investment in subsidiaries and affiliates Retained earnings Appropriated Legal reserve Unappropriated Total shareholdersรป equity Minority interest Total shareholdersรป equity including minority interest Total liabilities and shareholdersรป equity

2,343,150

2,343,150 2,275,000

2,271,903

2,275,000 2,271,903

2,265,114

(1,007,859)

28,822

581,555

28,822

581,555

8.2

54,448

102,662

54,448

102,662

189,300 2,446,201 3,982,815 12,075

151,000 2,173,977 4,266,449 146,195

189,300 2,446,201 3,982,815 0

151,000 2,173,977 4,266,449 0

3,994,890 10,291,458

4,412,644 9,246,508

3,982,815 9,374,028

4,266,449 8,192,026

Notes to financial statements are parts of these financial statements.

Annual Report 2005

STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

Note

Consolidated

Parent company

2005 Thousand Baht 2004 2005 Thousand Baht 2004 Revenues Sales and services Share of profits from investments for using the equity method Interest income Dividend received Gain on sales of investments Other income Total revenues Expenses Cost of sales and services Share of loss from investments for using the equity method Directors没 remuneration Selling and administrative expenses Total expenses Profit before interest expenses and income tax Interest expenses Income tax Profit before income tax (Profit) Loss of minority interest Net profit

8, 9

5,257,599

5,740,205

1,838,659

2,768,536

3,727 1,605 15,217 120,148 15,691 5,413,987

0 1,931 25,197 87,600 24,260 5,879,193

637,158 41,431 14,969 118,623 7,254 2,658,094

526,144 49,536 14,300 87,452 7,403 3,453,371

3,574,157

3,736,011

1,265,724

1,728,120

0 5,175 707,216 4,286,548

0 1,980 634,796 4,372,787

8,713 4,195 377,995 1,656,627

9,590 1,980 330,368 2,070,058

1,127,439 (59,250) (277,689) 790,500 (25,638) 764,862

1,506,406 (66,263) (323,958) 1,116,185 (19,003) 1,097,182

1,001,467 (87,528) (149,077) 764,862 0 764,862

1,383,313 (113,030) (173,101) 1,097,182 0 1,097,182

Notes to financial statements are parts of these financial statements.

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

STATEMENTS OF INCOME (Cont.) FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

Note

Consolidated

Parent company

2005 Thousand Baht 2004 2005 Thousand Baht 2004 Basic earnings per share Net profit Diluted earnings per share Net profit

21 0.34

0.48

0.34

0.48

0.34

0.48

0.34

0.48

Notes to financial statements are parts of these financial statements.

Annual Report 2005

0 0 0 (1,007,859)

0 0 2,271,903

(1,007,859)

2,265,114

6,789

22,930

(1,007,859)

2,242,184

Notes to financial statements are parts of these financial statements.

value 8, 9 Sales of investments in subsidiaries 8.2 Net profit for the year Ending balance as at December 31, 2005

value 9 Purchase of investments in subsidiaries Net profit for the year Ending balance as at December 31,2004 Warrants to purchase common shares 18 Legal reserve 19 Dividend paid 20 Unrealized gain on changing in investment

Beginning balance as at January 1,2004 Warrants to purchase common shares 18 Legal reserve 19 Dividend paid 20 Unrealized gain on changing in investment

Consolidated

Note Issued and paid Premium(Discount) up share capital on share capital

28,822

(552,733)

581,555

171,065

410,490

54,448

(52,363)

4,149

102,662

189,300

38,300

151,000

55,000

96,000

Unrealized gain on shares from investment Legal reserve changing in in subsidiaries and investments value affiliates

Premium on common

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

2,446,201

764,862

(454,338)

(38,300)

2,173,977

1,097,182

(452,749)

(55,000)

1,584,544

12,075

25,638

(146,020)

(13,738)

146,195

19,003

127,190

Retained Minority interest earnings (Deficit)

3,994,890

790,500

(198,383)

(548,584)

(468,076)

6,789

4,412,644

1,116,185

229,852

171,065

(452,749)

22,930

3,325,361

Total

(Thousand Baht)

STATEMENTS OF CHANGES IN SHAREHOLDERS没 EQUITY

Annual Report 2005

0 0 (1,007,859)

0 0 2,271,903

8.2

8, 9

(1,007,859)

2,265,114 6,789

(1,007,859)

22,930

2,242,184

Notes to financial statements are parts of these financial statements.

value Sales of investments in subsidiaries Net profit for the year Ending balance as at December 31, 2005

value Purchase of investments in subsidiaries Net profit for the year Ending balance as at December 31,2004 Warrants to purchase common shares Legal reserve Dividend paid Unrealized gain on changing in investment

Beginning balance as at January 1,2004 Warrants to purchase common shares Legal reserve Dividend paid Unrealized gain on changing in investment

Parent company

28,822

(552,733)

581,555

171,065

410,490

54,448

(52,363)

4,149

102,662

Unrealized gain on shares from investment Issued and paid Note Premium(Discount) changing in up share capital in subsidiaries and on share capital investments value affiliates

Premium on common

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

189,300

38,300

151,000

55,000

96,000

Legal reserve

2,446,201

764,862

(454,338)

(38,300)

2,173,977

1,097,182

(452,749)

(55,000)

1,584,544

Retained earnings (Deficit)

3,982,815

764,862

(52,363)

(548,584)

(454,338)

6,789

4,266,449

1,097,182

102,662

171,065

(452,749)

22,930

3,325,359

Total

(Thousand Baht)

STATEMENTS OF CHANGES IN SHAREHOLDERS没 EQUITY

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

Cash flows from operating activities Net profit Minority interest Adjustments to reconcile net profit to cash receipt (disbursement) Depreciation Bad debt and doubtful accounts Reversal of provision for impairment Share of (profit) from investments for using the equity method Share of loss from investments for using the equity method (Gain) Loss from sales of assets (Gain) on sales of investments in subsidiaries (Gain) on sales of investments affiliaties and related parties Amortization of prepaid interest Other amortizations Profit from operation before changes in operating assets and liabilities (Increase) Decrease in operating assets Accounts and notes receivable Unbilled construction income Inventories Other current assets Other non-current assets Increase (Decrease) in operating liabilities Accounts and notes payable Unearned revenue Other current liabilities Other non-current liabilities Net cash provided by (used in) operating activities

Annual Report 2005

Consolidated

Parent company

2005 Thousand Baht 2004

764,862 25,638

1,097,182 19,003

764,862 0

1,097,182 0

26,680 2,060 0

25,038 5,485 (595)

2,940 0 0

1,873 0 (595)

(3,727)

(637,158)

(526,144)

0 617 (32,756)

0 (749) 0

8,713 139 (32,756)

9,590 263 0

(87,392) 7,436 19,424

(87,600) 14,219 49,981

(85,867) 7,336 16,279

(87,452) 14,219 19,851

722,842

1,121,964

44,488

528,787

(79,638) 217,460 (2,678,643) 54,202

(70,545) (439,311) (1,984,725) 40,298

197 234,561 (2,387,193) 79,516

1,560 (367,984) (527,887) 32,944

(22,797)

(15,862)

2,118

(3,047)

83,645 437,791 (70,948) 44,291 (1,291,795)

21,861 (207,799) 32,127 30,309 (1,471,683)

34,006 386,211 (48,479) 22,849 (1,631,726)

4,303 (117,956) 2,903 5,183 (441,194)

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS(Cont.) FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

Cash flows from investing activities Received (Paid) from loans to subsidiary and related companies (Increase) Decrease in cash at banks with commitment Cash received from sales of short-term investments Cash paid for purchase of short-term investments Purchase of investments in subsidiaries Sales of investments in subsidiaries Sales of investments in affiliaties and related parties Dividend received from investments in subsidiaries Other investments Long-term investments Cash received from sales of marketable equity securities Cash received from sales of fixed assets Cash paid for purchase of fixed assets Net cash provided by (used in) investing activities Cash flows from financing activities Cash received (paid) for bank overdrafts and short-term loans from financial institutions (Paid) for loans from related companies Debentures issuance Received (Paid) from long-term loans Payables and loans from directors Dividend paid Cash received from increase share capital Net cash provided by (used in) financing activities Increase (Decrease) in cash and cash equivalents - net Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period

Annual Report 2005

Consolidated

Parent company

2005 Thousand Baht 2004

0 (11,308) 570,413 (455,157) (45,048) 61,090 64,275 0 0 3,291

0 (7,537) 380,613 (114,843) (37,592) 0 0 0 (400) 0

589,633 6,868 530,375 (415,157) (249,160) 83,476 61,782 374,512 0 3,291

(939,912) (16,649) 300,405 (114,843) (167,587) 37 0 262,500 0 0

66,296 859 (39,992) 214,719

101,642 1,667 (54,033) 269,517

66,296 616 (7,166) 1,045,366

101,642 456 (3,271) (577,222)

434,101 0 0 1,027,788 0 (468,076) 6,789 1,000,602 (76,474) 592,699 516,225

328,375 0 1,100,000 87,490 (10,204) (452,749) 72,881 1,125,793 (76,373) 669,072 592,699

402,932 (75,000) 0 735,929 0 (454,338) 6,789 616,312 29,952 197,731 227,683

145,751 0 1,100,000 133,412 0 (452,749) 22,930 949,344 (69,072) 266,803 197,731

STATEMENTS OF CASH FLOWS(Cont.) FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

Additional disclosure of cash flows information 1. Cash paid during the period Interest expenses Income tax

Consolidated

Parent company

2005 Thousand Baht 2004

218,561 314,983

121,657 317,513

144,777 193,293

89,639 186,118

Interest expenses consist of interest for operating and capitalized as project cost. 2. Sales of subsidiaries In the third quarter of 2005, the Company has sold part of investment in Pre Built Public Company Limited, this company was changed the status from subsidiary to be affiliate company and has book value of assets and liabilities at the selling date as follows:

Cash received from sales of investment in Pre Built Public Company Limited Less Cash on hand and at banks of Pre Built Public Company Limited Cash received (net) from sales of investment in Pre Built Public Company Limited Less Trade accounts and notes receivable - net Unreceived revenue Inventories Other current assets Long - term investments Property, plant and equipment - net Other non - current assets Bank overdrafts and short - term loans from financial institution Trade accounts and notes payable Unearned revenue Other current liabilities Long - term loans from financial institution Other non - current liabilities Minority interest Premium on share capital in subsidiaries in proportion of selling Net assets Add Investment in Pre Built Public Company Limited on the remaining portion Gain on sales of investment in Pre Built Public Company Limited Notes to financial statements are parts of these financial statements.

Annual Report 2005

Thousand Baht 83,476 (22,386) 61,090 223,009 126,365 217,796 93,844 1,430 318,161 72,157 (135,472) (178,786) (68,115) (64,110) (175,494) (665) (189,476) (32,469)

208,175 (147,085) 179,841 32,756

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS AS AT DECEMBER 31, 2005 AND 2004 1. FINANCIAL STATEMENTS PREPARATION BASIS These financial statements have been prepared in conformity with the generally accepted accounting standards in Thailand and presented in accordance with the notification of the Department of Business Development dated September 14, 2001 regarding çThe abbreviate items must be shown in the financial statementsé and prepared in conformity with the generally accepted accounting principles as prescribed by the Accounting Act B.E. 2543. The Company and subsidiaries financial statements have been prepared under the historical cost convention, except as transaction disclosed in related accounting policy. The accounting policies are applied in accordance with the Accounting Standards issued by the Institute of Certified Accountants and Auditors of Thailand (currently named the Federation of Accounting Professions) of which promulgated by the Board of Supervision of Auditing Practices. 2. CONSOLIDATED FINANCIAL STATEMENTS 2.1 These financial statements were consolidated by including the accounts of its subsidiaries which controlled by Asian Property Development Public Company Limited. In the third and fourth quarter of 2005, the Company has reduced the percentage of investment in Pre Built Public Company Limited from holds at 64†% to 43†% and 24†% shareholding, respectively. Thus, the status of Pre Built Public Company Limited was changed from subsidiary to be affiliated company of the Company. Therefore, these financial statements are consolidated only statements of income of Pre Built Public Company Limited and subsidiaries up to the selling date of investment. In addition, in the third quarter of 2005, the Company has purchased common shares of Trillion Development Co., Ltd. increasing the proportion from 40†% to 100†% shareholding as stated in note 8.2. 2.2 In the consolidated financial statements preparation for the year ended December 31, 2005 and 2004 have been included the financial statements of Asian Property Development Public Company Limited, a parent company by holding shares in subsidiaries as follows:Type of business Percentage 2005 2004 - Asian Property Co., Ltd.and subsidiaries (Asian Property Residence Co., Ltd. 100% shareholding , Asian Property Holding Co., Ltd. 100% shareholding) - Asian Property (Ladphrao) Co., Ltd. - Asian Property (Krungthep) Co., Ltd. - Pre Built Plc. and subsidiaries (PCM Construction Material Co., Ltd. 100% shareholding and Trillion Development Co., Ltd., 0% and 60% shareholding in 2005 and 2004 - Thong-lor Residence Co., Ltd. and subsidiaries (Signature Advisory Partners Co., Ltd., 100% shareholding) - Trillion Development Co., Ltd - Asian Property (Thong-lor) Co., Ltd. - City Assets Mutual Fund - Asian Property (Ratchavipa) Co., Ltd. - Bangkok CitiSmart Co., Ltd.

Relationship

100

Real Estate Real Estate Asset management

Shareholding/Command by director

100 100 24

100 100 64

Real Estate Real Estate Construction contract Precast floor manufacturing and Real Estate

Shareholding/Command by director Shareholding/Command by director Shareholding/Command by director

100

Real Estate

Shareholding/Command by director

100 100 100 94 100

40 100 100 94 0

Real Estate Real Estate Property and loan fund Real Estate Service

Shareholding/Command by director Shareholding/Command by director Shareholding/Command by director Shareholding/Command by director Shareholding/Command by director

Annual Report 2005

2.3 Transactions between subsidiary companies Transactions between Asian Property Development Public Company Limited and its subsidiaries have been eliminated under the equity method as if Asian Property Development Public Company Limited owns 100 percent shareholding in those subsidiaries, and the interest of other shareholders is shown as Ă§Minority interestĂŠ. The significant outstanding balance and transactions between Asian Property Development Public Company Limited and its subsidiaries were eliminated from the consolidated financial statements. 2.4 The results of operations of subsidiaries are included in the consolidated financial statements from the control date to the selling date. 2.5 The consolidated financial statements have been prepared in conformity with the same accounting policy for the accounts and accounting events to the Company and subsidiaries. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1 Income and expenses are recorded on an accrual basis except for no. 3.1.1 and no. 3.1.2. 3.1.1 Revenue from sales of property Revenue from sales of property is recorded on the percentage of completion which is based on the proportion of actual costs (excluding cost of land) to the total estimated costs. The Company recognized revenues when collection received exceeds 20 per cent of each contract value and the progress of completed construction work is more than 10 per cent of total construction project. Revenues from sales of condominium is recorded on the installment due. The Company recognizes revenues when sales contracts have been executed not less than 40 percent of the area opened for sales and collection received exceeds 20 percent of each contract value, and the progress of completed construction work is more than 10 percent. 3.1.2 Revenues from construction work Revenues from construction are recognized as income on the percentage of completion. Undue of realized income are shown as unbilled construction income in balance sheets. Costs of construction of each project are recognized on the percentage of completion to the total estimated costs. The difference of the estimated costs and the actual costs are recorded as current liabilities in balance sheets. Provision for possible loss will be recorded when a project encounters potential operating loss. Costs of construction consist of raw materials, direct labour and construction overhead. Other expenses and administrative expenses are recorded as expenses occurred during a period in the income statement. 3.2 Inventories Valuation Inventories are valued at the lower of cost or net realizable value. Cost of inventories are detailed as follows : 3.2.1 Land for sales Land for sales is valued at cost on a weighted average method (calculated separately for each project). 3.2.2 Deferred interest Interest expenses relating to land for sales are recorded as deferred interest as a part of inventories. Such deferred interest is recognized as cost of sales in accordance with the average revenues recognition (calculated separately for each project). 3.2.3 Infrastructure The cost of construction for infrastructure like road, electricity system, water supply system and others are recorded as a part of inventories and recognized as cost of sales in accordance with the average revenues recognition. 3.2.4 Deferred project development costs Project development costs and preparation costs before sales are recorded as a part of inventories and recognized as cost of sales in accordance with the average revenues recognition. 3.2.5 Finished goods,direct raw materials and indirect raw materials are valued at cost on a first-in first-out (FIFO) basis.

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

3.3 Property, plant and equipment, and depreciation Land are stated at cost, building and equipment are stated at cost less accumulated depreciation and provision for impairment of assets. Property, plant and equipment of subsidiary çPCM Construction Material Co., Ltd.é in the preparing of consolidated financial statements are stated at fair value since the appraised fair value of assets was indicated for the investment purchasing. Depreciation are presented on a straight-line basis over the estimated useful life of the assets as follows: Land improvement 5 years Building and construction 20 years Club houses, swimming pool and play ground 20 years Sample houses and salesû office 5 years Machinery, fixtures and equipment 5 years Vehicles 5 years Other assets 5 years Sand pit land is depreciated based on the quantity of sand excavated. The Companyûs engineer estimated its useful life of such land capable of giving sand 2.9 million cubic meters. (Sand pit land is located at Kranchanaburi Province with an area of 155 rais) In the preparing of consolidated financial statements, fixed assets which were appraised fair value of PCM Construction Material Co., Ltd. are redepreciated for building and equipment on the straight-line basis over the estimated useful life of assets from the date of investment restructuring Building and construction 12†-†44 years Machinery and equipment 2†-†14 years 3.4 Transactions in foreign currencies Foreign currency transactions are converted into Thai Baht at the exchange rate prevailing on the transaction date. The outstanding foreign currency accounts as at the Balance Sheets date are converted by using the exchange rates prevailing at that date. Gain or loss from exchange rates are taken into income or expenses as incurred. 3.5 Allowance for doubtful accounts The Company provides the allowance for doubtful accounts of accounts receivable outstanding over three months and expected to be uncollectable under the management consideration. 3.6 Investments in subsidiaries and associates Investments in subsidiaries and associates are recorded under the equity method. 3.7 Investments in equity securities 3.7.1 Short-term investment in the form of securities for trading are stated at fair value. The changes in value have been recorded in statements of income. 3.7.2 Long-term investments in the form of securities available for sales are stated at fair value. The different between book value and fair value are separately presented in shareholdersû equity. Premium or iscount from changes in investments value are recognized in the statements of income when the investments are sold. 3.7.3 Investments in other companies in the form of non-marketable equity securities are held as other investments and are stated at cost less the provision for impairment of investment (if any). 3.7.4 Short-term investments and long-term investments which sold during the period, are valued at the weighted average cost. 3.8 Corporate income tax The Company recognizes tax obligations on a tax basis on the condition described in the Revenue Code.

Annual Report 2005

3.9 Impairment of assets The Company has considered the impairment of investment, property, plant and equipment and intangible assets whenever events or changes indicate that the book value of an asset exceeds its net realizable value. The Company will consider the impairment for each asset item or each asset unit generating cash flow, whichever is practical. In case the book value of an asset exceeds its net realizable value, the Company will recognize an impairment loss in the statements of income. The Company will reverse the impairment loss whenever there is an indication that there is no longer impairment or reduction in impairments as çother incomeé 3.10 Intangible assets The Companyûs intangible assets comprise of deferred goodwill which is the premium of investment exceeds the fair value of net assets of subsidiary and associated companies at the investment date by presenting as intangible assets and amortized on a striaght - line method within 5†-†20 years 3.11 Cash and cash equivalents Cash and cash equivalents mean cash on hand and all type of bank deposit excluding deposit which held to maturity and liquid short-term investments that had slightly risk in changing value. 3.12 Provident fund In 2004, the Company and its employees joined to be member of çThe Welfare Development Registered Provident Fundé in accordance with the Provident fund Act B.E. 2530 by appointing Kasikorn Thai Asset Management Co., Ltd. to be fund manager. The fund is contributed by both the employees and the Company at the rate of 3†% or 5†% or 6†% of employee wages based on the period of their work. The benefits will be paid to employees upon their retirement, death or resignation. 3.13 Earnings per share 3.13.1 Basic earnings per share Earnings (Loss) per share as presented in the statements of income is the basic earnings (loss) per share which is determined by dividing the net profit (loss) for the year by the weighted average number of share issued and paid-up during the year. 3.13.2 Diluted earnings per share Diluted earnings per share is calculated by using net profit (loss) after adjusted by relevant revenues or expenses, net from income tax divided by the sum of weighted average number of common share issued during the period and the number of common shares issued in the conversion of potential common shares to common shares. For the comparison purpose, the basic earnings per share for the year ended December 31, 2004 was re-calculated by dividing net profit for the year by the weighted average number of shares issued and paid-up during the year multiplied by the number of shares which calculated from fair value of common shares before and after exercise right. 3.14 Use of accounting estimates The preparation of financial statements in conformity with generally accepted accounting principles required the management to make estimates for certain accounting transactions that affect to the amounts in the financial statements. Subsequent actual results may differ from those estimates. 4. SHORT-TERM INVESTMENT Short-term investment are in form of treasury bill and units trust of open-ended fund for fixed-income investment. Consolidated Parent company 2005 Thousand Baht 2004 2005 Thousand Baht 2004 Treasury bill Units trust of open-ended fund Total

Annual Report 2005

0 133 133 78

114,843 133 114,976

0 0 0

114,843 0 114,843

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

5. ACCOUNTS AND NOTES RECEIVABLE - NET The Company没s delinquent accounts receivable classified by aging as follows: Consolidated 2005 Thousand Baht 2004 Accounts receivable Less than 3 months Over 3 months to 6 months Over 6 months to 12 months Over 12 months Total Notes receivable Less Allowance for doubtful accounts Accounts and notes receivable - net

165 0 0 33,605 33,770 0 (33,107) 663

123,998 8,183 1,944 44,017 178,142 11,161 (43,209) 146,094

Parent company 2005 Thousand Baht 2004

0 0 0 33,605 33,605 0 (33,107) 498

0 0 0 33,802 33,802 0 (33,107) 695

6. UNBILLED CONSTRUCTION INCOME The Company and subsidiaries had the projects on hand as detailed following: Consolidated 2005 Thousand Baht 2004 Recognized revenue Less Receipt of payment Unbilled construction income

Parent company 2005 Thousand Baht 2004

9,791,916 8,022,739 3,372,010 3,488,262 (9,635,972) (7,522,970) (3,237,380) (3,119,071) 155,944 499,769 134,630 369,191

CONTRACTED SALES VALUE AND ITS PROPORTION TO PROJECT TOTAL SALES Consolidated 2005 2004 Beginning project on hand Closed project New project launched Ending project on hand Project total sales (million Baht) % Sales value of project on hand to total sales

Parent company 2005 2004

19 (6) 6 19 9,880

19 (6) 6 19 7,753

10 (2) 5 13 6,593

9 (2) 3 10 3,607

98.18

93.36

92.88

97.96

Annual Report 2005

7. INVENTORIES - NET Consolidated 2005 Thousand Baht 2004 Land Land and construction Land improvement Work in progress Infrastructure Deferred interest expenses Deferred project development Finished goods Raw materials and supplies Total Less Allowance for devalue of inventories Inventories - net

4,972,933 634,929 410,174 2,089,147 469,229 307,554 82,914 0 0 8,966,880 (155,466) 8,811,414

3,938,977 0 400,289 1,014,644 224,930 229,789 45,179 18,901 50,132 5,922,841 (163,098) 5,759,743

Parent company 2005 Thousand Baht 2004 2,859,674 0 163,241 1,371,409 176,401 56,070 46,511 0 0 4,673,306 0 4,673,306

1,712,304 0 125,616 376,640 47,983 3,981 19,589 0 0 2,286,113 0 2,286,113

The Company and subsidiaries mortgaged most of land as collateral for overdrafts and loans from banks (note 13 and 14). In 2005, parts of inventories belong to a subsidiary which is a Property Fund. It has purchased the right to claim on debt repayment from another company at Baht 400 million. Such right to claim was guaranteed by land and construction. Later, there are prosecution and on June 24, 2005, such collaterals was taken into the auction for bidding by the Execution Department and such fund could win the bid such collaterals in the price of Baht 918.66 million and made payment by offsetting with the right to claim on debt repayment of Baht 400 million. Therefore, such land and construction was recorded in investment account at fair value which is the bidding price. However, in the consolidated financial statements preparation, such land and construction were presented as parts of inventories at cost to purchase the right to claim including related expenses in the amount of Baht 634.93 million in order to present inventories at cost or net realizable value whichever is lower.

Annual Report 2005

Real estate

Asian Property (Krungthep) Co., Ltd. Deferred goodwill Net

Investments in affiliates consist of Pre Built Plc. and subsidiaries Construction contract Total investments in affiliates Total investments in subsidiaries and affiliates

Pre Built Plc. and subsidiaries Construction contract Thong-lor Residence Co., Ltd. and subsidiaries Real estate Trillion Development Co., Ltd. Real estate Asian Property (Thong-lor) Co., Ltd. Real estate City Assets Mutual Fund Property and loan fund Asian Property (Ratchavipa) Co., Ltd. Real estate Bangkok CitiSmart Co., Ltd. Services Total investments in subsidiaries

Real estate

Asian Property (Ladphrao) Co., Ltd. Deferred goodwill Net

Asian Property Co., Ltd. and subsidiaries Deferred goodwill Net

Type of business

8. INVESTMENTS IN SUBSIDIARIES AND AFFILIATES Investments in subsidiaries consist of

200

200 1 100 20 585 14 3

153

153 0.10 100 0.10 500 207 0

350

24 100 100 100 100 94 100

100

64 100 40 100 100 94 0

100

2005 2004 100 100

2005 2004 660 660

350

% Percentage of investments

Million Baht Paid-up of share capital

136,146 136,146 2,969,239

0 3,195 103,249 14,259 661,190 181,547 2,709 2,833,093

410,051 8,640 418,691

592,494 8,661 601,155

2005 733,235 113,863 847,098

0 0 2,612,413

259,598 3,170 39,168 0 498,366 29,124 0 2,612,413

174,889 12,097 186,986

736,157 13,518 749,675

2004 724,620 121,706 846,326

Thousand Baht Investments (Equity method)

20,016 0 20,016

255,789 0 255,789

2004 191,400 0 191,400

48,039 0 48,039 0 1,341,763 1,164,421

0 119,401 1,000 100 100,059 40,023 20,000 100 664,900 500,000 37,560 37,592 3,000 0 1,293,724 1,164,421

20,016 0 20,016

255,789 0 255,789

2005 191,400 0 191,400

Thousand Baht Investments (Cost method) 0 0 0

0 0 374,512

24,512 0 0 0 0 0 0 374,512

0 0 0

350,000 0 350,000

2005

2004 0 0 0

0 0 262,500

0 0 0 0 0 0 0 262,500

0 0 0

262,500 0 262,500

Dividend

Thousand Baht

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

8.1 Asian Property Co., Ltd. has investment in common shares of two subsidiary companies which are included the equity gain (loss) from operation as detailed following :

Name of companies

Type of business Investment in subsidiary companies Thousand Baht Asian Property Residence Co., Ltd. Real estate Asian Property Assets Holding Co., Ltd. Management Total

Paid-up of Percentage of Cost share captial investment method Thousand Baht % Thousand Baht

Equity method (Thousand Baht)

2005

2004

20,000

100

12,008

6,512

21,578

100

1,280 7,792

2,211 23,789

Investments in two subsidiaries which were brought into the computation of investment under equity method were taken from their audited financial statements. 8.2 Pre-Built Public Company Limited has investment in common shares of subsidiaries which were included the equity gain (loss) from operation as detailed following :

Name of companies PCM Construction Material Co., Ltd. Trillion Development Co., Ltd. Total

Type of business Manufacturing of Precast floor Real estate

Paid-up of Percentage of Cost share captial investment method Thousand Baht % Thousand Baht 2005 2004 100 100 - 60

30,000 100,000

219,555 59,977

Equity method (Thousand Baht)

2005

2004

239,409 201,126 - 58,550 239,409 259,676

Investments in a subsidiary consolidated under the equity method was taken from their audited financial statements. 8.2.1 According to the minutes of shareholders没 extraordinary meeting no. 1/2004 held on February 17, 2004, passed the resolution to proceed as following : (1) The Company sold 499,993 common shares of PCM Construction Material Co., Ltd. which is 99.99% held by the Company to Pre-Built Public Company Limited in the amount of Baht 8.01 million on February 17, 2004. (2) The Company purchased the new common share of Pre-Built Public Company Limited for 98,048,898 shares at Baht 1.00 each by dividing the payment as follows : (2.1) The 8,013,536 common shares valued at Baht 8.01 million was exchanged by selling PCM Construction Material Co, Ltd. of 499,993 shares at the same value of Baht 8.01million on February 17, 2004. From such exchange, Pre-Built Public Company Limited recorded investments in common shares of PCM Construction Material Co., Ltd. at fair value by calculating from net assets value at the purchasing date added revaluation increment which appraised by the independent appraisal hired by PCM Construction Material Co., Ltd. to appraise parts of property, plant and equipment on replacement cost method due to the appraisal report dated November 23, 2004. The different between fair value of investments and increase share capital value are shown as 莽Premium on common shares from investments in subsidiaries茅 in shareholders没 equity. (2.2) The remaining 90,035,362 common shares of Baht 90.03 million paid on February 27, 2004 were offered to the existing shareholders at 1 old share for 10 new shares.

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

8.2.2 According to the minutes of shareholdersû extraordinary meeting of PCM Construction Material Co., Ltd. no. 1/2004 held on January 6, 2004 and no. 3/2003 held on December 19, 2003, passed the resolution to increase its share capital of Baht 25 million, 2.5 million shares at Baht 10.00 each, by offering to Pre-Built Public Company Limited, total registered share capital is Baht 30 million, 3 million shares at Baht 10.00 each. The change of share capital was registered at the Ministry of Commerce on March 29, 2004. Finally, Pre-Built Public Company Limited holds 99.99% in PCM Construction Material Co., Ltd. and as at December 31, 2005, the Company indirectly held 24.02% through Pre-Built Public Company Limited. 8.2.3 According to the minutes of shareholdersû extraordinary meeting of Pre Built Public Company Limited no. 1/2005 held on July 14, 2005, pass the resolution to pay interim dividend at Baht 0.25 each, amounting to Baht 38.25 million which ratified to pay on August 29, 2005. The Company received dividend in the amount of Baht 24.51 million. 8.2.4 On August 31, 2005, the Company and Asian Property Co., Ltd. sold 32 million common shares of Pre Built Public Company Limited or 21% of its paid-up capital in the amount of Baht 86 million, resulted in gain on sales of investment of Baht 34.24 million. The Company has reduced shareholding in Pre Built Public Company Limited from 64% to 43%, hence, the status of Pre Built Public Company Limited was changed from subsidiary to be affiliated company of the Company. The consolidated financial statements have been included only statements of income of Pre Built Public Company Limited and subsidiaries up to the selling date of investment and as at November 18, 2005, Pre Built Public Company Limited has offered 47 million common shares to the public and the Company also sold 19 million common shares of Pre Built Public Company Limited at the price of Baht 3.25 each, resulted gain on sales of investment of Baht 30.07 million. After IPO, the percentage of shareholding in Pre Built Public Company Limited by the Company was changed from 43% to 24% and premium on selling shares exceeded the par value was Baht 4.15million.The Company has recorded such premium as premium on common shares from investment in subsidiaries and affiliates. 8.2.5 On August 31, 2005, the Company has additionally purchased common shares of Trillion Development Co., Ltd. from Pre Built Public Company Limited at Baht 10.06 per share, amounting to Baht 60.36 million, the percentage of shareholding increased from 40% to 100%. The financial statements of Trillion Development Co., Ltd. have been consolidated to the Companyûs financial statements since the beginning of the period because such company was a subsidiary of Pre Built Co., Ltd. before the Company increased its stake. 8.3 According to the minutes of shareholdersû extraordinary meeting of Asian Property (Thonglor) Co., Ltd. no. 4/2005 and no. 5/2005 held on May 4, 2005 and May 19, 2005, respectively, passed the special resolution to increase its capital of Baht 19,900,000.00 (1,990,000 common shares of Baht 10 each), thus total authorized share capital is Baht 20,000,000.00 (2,000,000 common shares of Baht 10 each). The Company purchased all additional shares on May 20, 2005. 8.4 According to the minutes of shareholdersû extraordinary meeting of Thonglor Residence Co., Ltd. no. 2/2005 and no. 3/2005 passed the special resolution to increase its capital of Baht 900,000.00 (90,000 common shares of Baht 10 each), thus total authorized share capital is Baht 1,000,000.00 (100,000 common shares of Baht 10 each). The Company purchased all additional shares on June 27, 2005. 8.5 On March 1, 2005, the Company sold 2,446 common shares of Asian Property (Ratchavipa) Co., Ltd. to Asian Property (Ladphrao) Co., Ltd. and Asian Property (Krungthep) Co., Ltd. at book value of Baht 13.18 each, totalling amount of Baht 32,238.28. 8.6 According to the minutes of shareholdersû extraordinary meeting of Asian Property (Ladphrao) Co., Ltd. passed the resolution to pay interim dividend at Baht 10.00 per share for 35 million shares or Baht 350 million in total. On August 26, 2005, the Company fully received dividend of Baht 350 million. 8.7 In 2005, the Company purchased 299,994 common shares of Bangkok CitiSmart Co., Ltd. a Baht 10 per share or Baht 2,999,940 in total. 8.8 In 2005, the Company purchased 8.545 million unit trusts of City Assets Fund at book value of Baht 19.3217 and Baht 19.3072 per unit at the purchasing date, amounting to Baht 165 million. As at December 31, 2005, the remaining 58.45 million units of Baht 19.3071 each equal to Baht 1,128.60 million. Annual Report 2005

9. LONG-TERM INVESTMENTS Consolidated Parent company 2005 Thousand Baht 2004 2005 Thousand Baht 2004 Quality Construction Products Plc. Add Unrealized gain on changing in investment value Total Siam System Built Co., Ltd. Government bonds Total

135,243

146,914

135,243

146,914

28,822 164,065 0 0 164,065

581,555 728,469 3,300 1,230 732,999

28,822 164,065 0 0 164,065

581,555 728,469 3,300 0 731,769

In 2005 and 2004, the Company sold investment in Quality Construction Products Public Company Limited at the amount of Baht 66.30 million and Baht 101.64 million, resulted in gain from sales of investments of Baht 54.63 million and Baht 87.05 million, respectively. The Company recorded gain from sales of investments as revenues in statements of income. 10. OTHER INVESTMENTS In the consolidated financial statements, other investments was the investment in City Assets Fund for purchasing the right to claim on repayment of debt of another company as at December 31, 20004 for the amount of Baht 400 million. Such debt was guaranteed by 6 title deed of land with its construction. As at June 24, 2005, the fund has won the bid of such assets from the Execution Department in the amount of Baht 918.66 million. The Company has recorded such assets as inventories at cost including related expenses of Baht 634.93 million as stated in note 7. 11. LAND AND COST OF PROJECT HELD FOR DEVELOPMENT Consolidated Parent company 2005 Thousand Baht 2004 2005 Thousand Baht 2004 Land Deferred interest expenses Deferred expenses Total Less Allowance for devaluation of inventories Land and cost of project held for develoment

118,586 91,992 529 211,107 (68,383) 142,724

0 0 0 0 0 0

Parts of land was mortgaged as collateral for guarantee overdrafts and long-term loans of subsidiaries as mentioned in note 13 and 14.2.

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

12. PROPERTY, PLANT AND EQUIPMENT - NET Baht : Thousand

Consolidated 2004

Increase

Disposal

Transfer in (out)

2005

Cost :-

234,463

(178,662)

55,801

Building and construction

45,343

388

(41,647)

4,084

Sample houses and sales没 office

20,858

1,433

(3,551)

(11,446)

7,294

Club houses - swimming pool and play ground 42,474

42,474

120,896

15,851

(10,752)

(125,995)

Fixtures and equipment

19,013

8,352

(2,037)

(7,981)

17,347

Vehicles

19,679

441

(639)

(17,976)

1,505

Other fixed assets

12,437

3,408

(6,381)

9,464

Assets under installation

19,808

10,119

(28,317)

1,610

534,971

39,992

(16,979)

(418,405)

139,579

Land improvement

11,829

466

(3,737)

8,558

Building and construction

10,616

1,592

(10,361)

1,847

Sample houses and sales没 office

13,552

1,267

(3,074)

(6,448)

5,297

Club houses - swimming pool and play ground 30,552

501

31,053

54,167

13,166

(1,269)

(66,064)

Fixtures and equipment

8,884

3,320

(749)

(2,185)

9,270

Vehicles

6,742

2,287

(271)

(7,895)

863

Other fixed assets

5,516

4,081

(6,411)

3,186

141,858

26,680

(5,363)

(103,101)

60,074

6,639

522

Club houses - swimming pool and play ground 5,694

5,694

Total

12,855

Net book value

380,258

Land and improvement

Tools and machinery

Total Accumulated depreciation :

Tools and machinery

Total Provision for impairment : Land and improvement Building and construction

Annual Report 2005

66,650

Baht : Thousand

Parent company 2004

Increase

Disposal

Transfer in (out)

2005

Cost :-

55,801

Building and construction

4,084

Fixtures and equipment

5,298

3,776

(914)

8,160

627

(88)

627

2,989

2,626

1,089

6,704

413

676

(1,089)

69,212

7,166

(1,002)

75,376

Land improvement

8,558

Building and construction

1,643

204

1,847

Fixtures and equipment

1,521

1,634

(243)

2,912

Vehicles

166

130

(4)

292

Other fixed assets

818

972

1,790

12,706

2,940

(247)

15,399

6,639

522

7,161

Land and improvement

Vehicles Other fixed assets Assets under installation Total Accumulated depreciation :

Total Provision for impairment : Land and improvement Building and construction Total Net book value

49,345

52,816

As at December 31, 2005, the Company has an unused property, plant and equipment - net amounting to Baht 16.13 million and held for sales (as at December 31, 2004 amounting to Baht 16.31 million) In 2004, cost of land, building and equipment of PCM Construction Materials Co., Ltd. in the consolidated financial statements presented at fair value of purchased investment which the value of purchased assets was appraised. This caused an increase in appraised value of land of Baht 132.07 million by using market value, building and equipment of Baht 30.61 million by replacement cost. Meanwhile, this increase of the appraised value led to higher depreciation amount of building and equipment for eight months ended August 31, 2005 of PCM Construction Materials Co., Ltd. in the consolidated financial statements than in the financial statements of PCM Construction Materials Co., Ltd. itself in the amount of Baht 6.37 million. However, the consolidated financial statements as at December 31, 2005 do not include property, plant and equipment - net of PCM Construction Materials Co., Ltd., a subsidiary of Pre Built Public Company Limited since the Company has sold part of investment in Pre Built Public Company Limited as stated in note 8.2. In 2004, part of land, factory building and machinery of subsidiaries were used as guarantee for overdraft, loans from banks and contingent liabilities.

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

13. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS The Company and subsidiaries have overdrafts and short-term loans from financial institutions as follows: Consolidated Parent company 2005 Thousand Baht 2004 2005 Thousand Baht 2004 Bank overdrafts Short-term loans from financial institutions Less Prepaid interest Total

1,391 560,000 (4,066) 557,325

2,754 250,000 (2,442) 250,312

0 560,000 (4,066) 555,934

0 150,000 (2,342) 147,658

13.1 As at December 31, 2005, the Company has overdrafts line of Baht 70 million, guaranteed by mortgaging par of land project of the Company and of Asian Property Co., Ltd. As at December 31, 2005, subsidiaries have overdrafts line with several banks totalling of Baht 115 million, guaranteed by Asian Property Development Public Company Limited and land project which belong to subsidiaries. 13.2 As at December 31, 2005, the Company has loans from bank and financial institutions by issuing bill of exchange of Baht 560 million at the interest rate of 4.35 - 4.80% and MLR-1.5% per annum, due on October 27, 2006. 14. LONG - TERM LIABILITIES The Company and subsidiaries have long - term loans from bank and financial institutions as following: Consolidated Parent company 2005 Thousand Baht 2004 2005 Thousand Baht 2004 Long-term loans Less Current portion of Long-term debt Prepaid interest Long-term loans - net

2,145,843 (511,286) 0 1,634,557

1,181,545 (289,840) (1,992) 889,713

Annual Report 2005

1,485,929 (340,000) 0 1,145,929

750,000 (250,000) (1,992) 498,008

14.1 Long-term loans of Asian Property Development Public Company Limited consist of Institute 2548 Bank

2547

Balance (Thousand Baht) 2005 2004 1,045,929

Interest rate

Repayment

3.75, MLR-0.75 to MLR-2

Bank Opened fund (Net book value of Baht 440 million) Total

200,000

3.75

440,000

550,000

3.85 to 4.00

1,485,929

750,000

Annual Report 2005

65 - 70% of selling price whenever redemption of selling project was made Due in October 27, 2005 Due in July 2006 - June 2007

Guarantee by Mortgage land and construction of each project Redemption Redemption

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

14.2 Long-term loans - subsidiaries consist of Company 1. Asian Property Bank

Institute

Balance (Thousand Baht) 2005 2004

Bank

321,287

257,485

Bank

194,000

Bank

90,050

Bank

94,000

Bank

50,607

84,000

659,914

431,545

2,145,843

1,181,545

(Krungthep) Co., Ltd.

2. Asian Property

(Ratchavipa) Co., Ltd. 3. Asian Property

(Thong-lor) Co., Ltd. 4. PCM Construction

Material Co., Ltd. 5. Asian Property

(Ladphrao) Co., Ltd 6. Trillion Development

Co., Ltd.

Total

Interest rate

70% of selling price and MLR-0.25 whenever redemption of to 1.5 selling project was made, due in November 2006 and December 2011 MLR-1.50 65% of selling price MLR-1.25 whenever redemption of selling project was made, due in August 2009 MLR-2 65% of selling price MLR-1.50 whenever redemption of selling project was made, due within 2 years 4.50 Monthly repayment of Baht 1.5 million to Baht 1.77 million due in August 2008 MLR - 0.25 70% of selling price to 1.5 whenever redemption of selling project was made, due within 6 years FIX + 3 or 65% of selling price MLR - 0.5 whenever redemption of to 1.5 selling project was made due within 6 years 3.9

Fixed rate at 3.9% per annum up to the year 2005 and MLR thereafter.

Annual Report 2005

Repayment

Guarantee by Mortgage land of project and guarantee by Asian Property Development Plc. Mortgage land of project and guarantee by Asian Property Development Plc. Mortgage land of project and guarantee by Asian Property Development Plc. Mortgage land, factory building and parts of machinery Mortgage land of project and guarantee by Asian Property Development Plc. Mortgage land of project and guarantee by proportion of shareholders

15. DEBENTURES 15.1 On July 30, 2003, the Company issued and offered debentures according to the Board of directorsû meeting no. 4/2003 held on March 18, 2003 and according to the minutes of shareholders ordinary meeting for the year 2003 held on April 22, 2003 by issuing and offering unsubordinated debentures with periodic payments, unsecured and without debentureholdersû representative for 1.5 million units at the offering price of Baht 1,000.00 each, amounting to Baht 1,500 million for the maturity period of 5 years 11 months 20 days at the interest rate of 3.1% per annum. Such debentures were offered to the institutional investors in no. 12/1(3) and no. 12/2(5) of the Securities Exchange and Commissionûs notification no. Kor Jor. 44/2000. The interest payment has been paid every January 20, and July 20, commencing on January 20, 2004. The first principal will be repaid on January 20, 2007 and the last principal will be redeemed on July 20, 2009. The Company has registered such debentures with the Thai Bond Dealing Centre on July 31, 2003 15.2 On May 13, 2004, the Company issued and offered debentures according to the shareholdersû ordinary meeting no. 1/2004 held on April 1, 2004 by issuing and offering unsubordinated debentures, unsecured and with debentureholderûs representative for 1 million units at the offering price of Baht 1,000.00 each, amounting to Baht 1,000 million with the 3 years term at the fixed interest rate of 4.25% per annum. Such debentures were offered to the public and institutional investors in accordance with the Securities Exchange and Commissionûs notification no. Kor. Jor. 32/2001. The interest payment was paid quarterly, commencing on August 13, 2004 and the debentures will be redeemed on May 13, 2007. The Company has registered such debentures with the Thai Bond Dealing Centre on May 26, 2004. 15.3 On December 3, 2004, the Company issued and offered unsecured debentures, named, unsubordinated and with debentureholderûs representative for 1 unit at the offering price of Baht 100 million per unit, amounting to Baht 100 million for the maturity period of 2 years and 43 days at the interest rate of 4.125% per annum. Such debenture were offered to private placement in accordance with no. 4 of the Securities and Exchange Commissionûs notification no. Kor. Jor. 34/2004. The interest payment was paid quarterly, commencing on January 15, 2005 and the debentures will be redeemed on January 15, 2007. 16. SHARE CAPITAL 16.1 According to the minutes of shareholdersû annual general meeting no. 1/2005 held on April 28, 2005, passed the resolution as follows: 16.1.1 Approved an increase of the Companyûs registered capital by additional Baht 68,150,000 from Baht 2,275,000,000 to Baht 2,343,150,000 dividend into 2,343,150,000 ordinary shares of Baht 1 each. 16.1.2 Approved an issuance of 34,000,000 units of warrant offered to employees of the Company and its subsidiaries which is more than 90% of its total paid-up capital held by the Company. 16.1.3 Approved the allotment of 68,150,000 new ordinary shares at par value of Baht 1 each as following : (1 ) 150,000 new ordinary shares will be additionally reserved for the exercise of warrants no. 1issued to the existing warrantholders of the Company (AP-W1) which may be effected from adjustment of an exercise right according to the terms and conditions specified in the prospectus. (2 ) 34,000,000 new ordinary shares will be offered to employees of the Company and its subsidiaries (ESOP) which is more than 90% of its total paid-up capital held by the Company. (3 ) 34,000,000 new ordinary shares will be reserved for the exercise of ESOP warrants offered to employees of the Company and its subsidiaries according to clause 16.1.2. The Company has registered the change in share capital with the Ministry of Commerce on May 10, 2005. 16.2 According to the minutes of shareholdersû extraordinary meeting of Asian Property (Ratchavipa) Co., Ltd. no. 5/2004 and no. 1/2005 held on December 27, 2004 and January 17, 2005, respectively, unanimously passed the resolution to decrease share capital of Baht 155,019,600 by reducing the value of ordinary share by Baht 75 each, the remaining 2,066,928 shares of Baht 25 each, amounting to Baht

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

51,673,200 was registered with the Ministry of Commerce on April 28, 2005. According to the minutes of shareholdersû extraordinary meeting of Asian Property (Ratchavipa) Co., Ltd. no. 3/2005 and no. 4/2005 held on August 16, 2005 and September 16, 2005, respectively, unanimously passed the resolution to decrease share capital of Baht 37,204,704.00 by reducing the value of ordinary share by Baht 18 each,the remaining 2,066,928 shares of Baht 7 each, amounting to Baht 14,468,000 was registered with the Ministry of Commerce on December 31, 2005. 17. PREFERRED SHARES The Company held preferred shares of Asian Property Co., Ltd. for 26 million shares of Baht 10.00 each (100% holding) with accumulated dividend at the rate of 15% per annum of the paid-up share capital. The Company will record accrued dividend whenever the shareholdersû meeting passed the resolution to pay dividend. As of December 31, 2005, the accrued preferred dividend of Baht 224.60 million was not recorded (in 2004, amounted to Baht 185.60 million). However, the preferred shares transaction was eliminated from the consolidated financial statements preparation. 18. WARRANTS The allotment of warrants to purchase common shares has been approved by the Stock Exchange of Thailand. The trading in the Stock Exchange has begun since March 21, 2002.

Number of untis Warrants issued as at March 13, 2002 Less Cumutative number of warrants Balance of warrants at the end of the period

2005 350,000,000 (346,902,620) 3,097,380

2004 350,000,000 (340,114,120) 9,885,880

The Company has registered the issued and paid-up share capital ended December 31, 2005 at the Ministry of Commerce on January 11, 2006. 19. LEGAL RESERVE According to the Public Company Limited Act, appropriated legal reserve must be retained by not less than 5% of the annual net profit deducted by the retained loss brought forward (if any) until the reserve reached an amount not less than 10% of the authorized share capital. 20. DIVIDEND PAID According to the minutes of shareholdersû annual general meeting no. 1/2005 held on April 28, 2005, passed the resolution to pay dividend to the Companyûs shareholders from its operation for the year 2004 at Baht 0.20 per share (at par value of Baht 1 each) which was paid on May 20, 2005. The dividend payment to the shareholders is Baht 454.34 million. According to the minutes of shareholdersû annual general meeting no. 1/2004 held on April 1, 2004, passed the resolution to pay dividend to the Companyûs shareholders from its operation for the year 2003 at Baht 0.20 per share (at par value of Baht 1 each) which was paid on April 23, 2004. The dividend payment to the shareholders was Baht 452.75 million.

Annual Report 2005

21. DILUTED EARNINGS PER SHARE Consolidated and parent没s financial statements

Profit (Baht) Basic earnings per share Net profit of common shareholders Effects of diluted potential common share Exercise rights Diluted earnings per share Profit of common shareholders assumed as conversion to common share

For the year ended December 31, 2005 Number of share Baht/share

764,861,580.83

2,270,165,498

0.34

2,191,713

764,861,580.83 Profit (Baht)

Basic earnings per share Net profit of common shareholders Diluted earnings per share Profit of common shareholders assumed as conversion to common share

2,272,357,211 0.34 For the year ended December 31, 2005 Number of share Baht/share

1,097,181,211.54

2,282,013,758

0.48

1,097,181,211.54

2,294,859,145

0.48

The number of common shares which was taken to calculate basic earnings per share for the year ended December 31, 2004 have been changed according to the number of exercised right to purchase common shares after December 31, 2004 for comparison purpose. 22. TRANSACTIONS BETWEEN RELATED COMPANIES The Company没s financial statements are included the transaction with its related companies classified by common shareholders and/or directorship. These transactions are determined to be policy as follows: Type of inter-transaction Trading transaction between the Company and subsidiaries with related companies

Related persons/companies Quality Construction Products Plc. Land and Houses Plc. Quality Houses Plc. Pre Built Plc. Advisory Services Co., Ltd. Siam Chai Sir Co., Ltd. Siam Tanee Real Estate Co., Ltd. - Pacific Real Estate Co., Ltd. - Mr. Viroj Charoentra

Annual Report 2005

Pricing determination policy Price and benefits are concluded in the normal course of business or the agreement concerned for non-market value transactions. Relationship Common director and the Company is a shareholder Common director and the Company is a shareholder Common shareholder Subsidiary up to August 31, 2005/at present, an affiliate Common director Common director Major shareholder is closely relative of the parent没s director Major shareholder is closely relative of the parent没s director Director and shareholder of Pre Built Plc.

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

Consolidated 2005 Thousand Baht 2004 Accounts receivable: â&#x20AC; - Land and Houses Plc. - Quality Houses Plc. - Siam Tanee Real Estate Co., Ltd. Total Unbilled construction income: - Land and Houses Plc. - Siam Tanee Real Estate Co., Ltd. Total Accrued interest income: - Asian Property (Krungthep) Co., Ltd. - Asian Property (Ratchavipa) Co., Ltd. - Asian Property (Thong-lor) Co., Ltd. - Thong-lor Residence Co., Ltd. - Signature Advisory Partners Co., Ltd. - Trillion Development Co., Ltd. Total Other accounts receivable: - Pre Built Plc. Retention receivable: - Land and Houses Plc. - Siam Tanee Real Estate Co., Ltd. Total Accounts payable: - Pre Built Plc. - PCM Construction Material Co., Ltd. - Quality Construction Products Plc. Total Accrued expenses: - Advisory Services Co., Ltd. Retention payable: - Pre Built Plc. Sales and services: - Asian Property (Krungthep) Co., Ltd. - Signature Advisory Partners Co., Ltd. - Land and House Plc. - Quality House Plc. - Siam Tanee Real Estate Co., Ltd.

Parent company 2005 Thousand Baht 2004

0 0 0 0

19,208 2,338 4,566 26,112

0 0 0 0

0 0 0

19,619 14,334 33,953

0 0 0

0 0 0 0 0 0 0

42,066 3,725 3,804 16 2,130 196 51,937

34,574 13,284 7,644 4 865 0 56,371

10,522

0 0 0

876 842 1,718

0 0 0

5,974 11,691 295 17,960

0 0 613 613

950 8,374 295 9,619

3,283 9,334 118 12,735

107

32,510

23,150

11,228

0 0 26,508 10,428 2,547

0 0 91,285 14,754 35,261

55,531 13,843 0 0 0

0 0 0 0 0

Annual Report 2005

Consolidated 2005 Thousand Baht 2004 - Pacific Real Estate Co., Ltd. Total Dividend income - Quality Construction Products Plc. Total Interest income: - Asian Property Co., Ltd. - Asian Property (Krungthep) Co., Ltd. - Asian Property (Ratchavipa) Co., Ltd. - Asian Property (Thong-lor) Co., Ltd. - Thong-lor Residence Co., Ltd. - Signature Advisory Partners Co., Ltd. - PCM Construction Material Co., Ltd. - Trillion Development Co., Ltd. Total Goods purchases: - PCM Construction Material Co., Ltd. - Quality Construction Products Plc. Total Wage under construction: - Pre Built Plc. Consultant fee: - Advisory Services Co., Ltd. - Siam Chai Sir Co., Ltd. Total Interest expenses: - City Assets Mutual Fund - Asian Property (Ladphrao) Co., Ltd. Total

Annual Report 2005

Parent company 2005 Thousand Baht 2004

56,228 95,711

0 141,300

0 69,374

0 0

14,969 14,969

14,300 14,300

14,969 14,969

147,300 147,300

0 0 0 0 0 0 0 0 0

0 18,828 13,494 6,820 13 1,264 0 196 40,615

44 25,113 13,284 7,644 220 796 1,045 323 48,469

122,806 1,316 124,122

0 18,000 18,000

81,697 1,316 83,013

34,767 17,417 52,184

736,440

517,829

280,175

1,284 0 1,284

2,354 4,280 6,634

1,284 0 1,284

2,354 4,280 6,634

0 0 0

1,416 348 1,764

2,820 0 2,820

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

In 2005, the Company has lended to related parties as detailed following: Baht : Thousand Company

Asian Property (Krungthep) Co., Ltd. Asian Property (Ratchavipa) Co., Ltd. Asian Property (Thong-lor) Co., Ltd. Thong-lor Residence Co., Ltd. Signature Advisory Partners Co., Ltd. Trillion Development Co., Ltd.

Relationship

A A A A A A

Total

2004

Increase

Decrease

2005

748,580 531,350 298,082 300 22,568 0

468,731 607,828 94,718 0 23,450 25,000

(661,200) (937,178) (202,982) 0 (8,000) 0

556,111 202,000 189,818 300 38,018 25,000

1,600,880

1,219,727

(1,809,360)

1,011,247

The Company has lended to related companies by receiving their promissory notes, due at call with the interest rate of 4.20% per annum without collaterals. In 2005, the Company has obtained loans from related parties as the following details: Fund

City Assets Fund Asian Property (Ladphrao) Co., Ltd.

Relationship

2004

B A

Total

Increase

Decrease

Baht : Thousand 2005

75,000 0

0 66,000

(75,000) (66,000)

0 0

75,000

66,000

(141,000)

The Company has obtained loans from related company by issuing promissory notes, due at call with the interest rate of 3.75% and 4.20% per annum without collaterals. Note Relationship A = Directorship and common shareholders B = Company is unit trust holder

Annual Report 2005

Investment trading transaction Consolidated 2005 Thousand Baht 2004

Parent company 2005 Thousand Baht 2004

- Sold 10 million common shares of

Pre Built Plc. to Mr. Viroj Charoentra at the selling price close to the selling price of the others - Purchased 6 million common shares of Trillion Development Co., Ltd. from Pre Built Plc. at the purchasing price indicated by the independent appraiser - Sold 0.50 million common shares of PCM Construction Material Co., Ltd. to Pre Built Plc. - Purchased 8.01 million increase common shares of Pre Built Plc. at Baht 1.00 each

25,500

22,976

60,360

8,013

On February 17, 2004, the Company purchased 8.01 million common shares of Pre Built Public Company Limited at Baht 1 each, amounting to Baht 8.01 million by exchanging with 0.50 million shares of PCM Construction Material Co., Ltd., holding by the Company, with the same amount of Baht 8.01 million. The exchange price stated in note 8.2.

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

Baht : Million

23. SEGMENT INFORMATION Consolidated For the year ended December 31, 2005 and 2004 Real estate development

Sales and installation service

2005

2004

2005

2004

Sales and services income

4,490

4,836

349

538

Gross profit

1,551

1,821

111

Construction contract 2005

Total

Inter-transaction

2004

2005

2004

2005

919

892

5,758 6,266

1,692 2,019

2005

2004

(501)

(526) 5,257

5,740

(8)

(15) 1,684

2,004

137

114

Selling and administrative expenses

(712)

(637)

Profit before interest expenses and income tax

1,128

1,506

(59)

(66)

(278)

(324)

Net profit of minority interests

791

1,116

(Gain) Loss of minority interests

(26)

(19)

Net profit

765

1,097

380

Dividend income Share of profit from investment for using the equity method Other income

Interest expenses Income tax

Fixed assets - net

290

380

2004

Total

For the parent financial statements, it does not present the segmental information since the Company没s operations involve virtually a single eal estate development business in one geographical segment since the Company has operated only in domestic.

Annual Report 2005

24. COMMITMENT AND CONTINGENT LIABILITIES The Company has commitment and contingent liabilities as follows: 24.1 The Company has contingent liabilities from guaranteed loans from banks and guarantee all debts of subsidiaries and related companies as follows: Guarantee lines (Million Baht) 2005 2004 Asian Property (Ladphrao) Co., Ltd. Asian Property (Krungthep) Co., Ltd. Asian Property (Ratchavipa) Co., Ltd. Asian Property (Thong-lor) Co., Ltd. Pre Built Public Company Limited PCM Construction Material Co., Ltd. Trillion Development Co., Ltd.

10.00 792.48 1,153.16 510.00 0.00 0.00 271.60

335.64 1,215.48 1,153.16 0.00 102.64 143.15 271.60

Asian Property Co., Ltd. has contingent liabilities from being guarantor for loans from banks and all liabilities of subsidiary and related companies of Asian Property Co., Ltd. as following details:

Guarantee lines (Million Baht) 2005 2004 Asian Property Development Public Company Limited Asian Property Residence Co., Ltd. Asian Property (Ladphrao) Co., Ltd. Pre-Built Plc.

787.00 5.00 15.00 0.00

254.00 5.00 15.00 23.52

Such commitment are included the unuse credit line of subsidiaries and/or the credit which was repaid for the part of loans without redemption of such commitment. Such guarantees are based on the percentage of shareholding except: (A) The guarantee liabilities of PCM Construction Material Co., Ltd. is guaranteed in the existing proportion of shareholding before February 18, 2004 which the Company held 100% and on December 26, 2005, Pre Built Public Company Limited has got in such guarantee instead of the Company in order to conform to shareholding restructuring in August 2005. (B) The guarantee liabilities of Pre Built Public Company Limited by Asian Property Co., Ltd. for Baht 23 million, is jointly guaranteed with directors of Pre Built Public Company Limited which is the old facility before shareholding restructuring in February 2004 and on December 26, 2005, Asian Property Co., Ltd. and the director of Pre Built Public Company Limited were released such guarantee in order to conform to shareholding restructuring in August 2005. (C) The guarantee liabilities of Pre Built Public Company Limited and Trillian Development Co., Ltd. is guaranteed in the existing proportion of shareholding before shareholding restructuring in August 2005 and On December 26, 2005, the Company was released from the debt guarantee of Pre Built Public Company Limited. In addition, the Company is under the guarantee all debt of Trillion Development Co., Ltd. in order to conform to the proportion of shareholding in August 2005 which the Company held 100%.

Annual Report 2005

ASIAN PROPERTY DEVELOPMENT PUBLIC COMPANY LIMITED AND SUBSIDIARIES

24.2 The Company and subsidiaries have commitment and contingent liabilities to complete developing projects and from banks没 issuance of letter of guarantee as following details: Commitment under contracts to use in development project until completion 2005 2004 Asian Property Development Plc.

(Baht : Million)

Contingent liabilities from banks没 issuance of letter of guarantee to Government agency and individuals 2005 2004

2,562.45

1,570.79

197.09

165.91

21.11

72.83

9.62

11.05

Asian Property (Krungthep) Co., Ltd.

810.92

460.14

65.08

81.14

Asian Property (Ladphrao) Co., Ltd.

94.69

118.39

2.96

39.70

Asian Property (Ratchavipa) Co., Ltd.

462.46

0.00

61.26

0.00

Asian Property (Thong-lor) Co., Ltd.

223.09

0.00

17.32

0.00

190.87

43.71

10.00

0.00

18.42

21.92

Asian Property Residence Co., Ltd.

0.00

0.20

PCM Construction Material Co., Ltd.

0.00

28.60

4,184.72

2,222.15

591.42

392.23

Asian Property Co., Ltd.

Pre Built Plc. Trillion Development Co., Ltd.

Total

25. DISCLOSURE AND PRESENTATION OF FINANCIAL INSTRUMENTS 25.1 Accounting Policy The significant accounting policies and method adopted the basis of recognition and measurement relating to each class of financial assets and financial liabilities have been disclosed in note 3. 25.2 Credit risk Credit risk derives from failure by counterparties to discharge their obligations resulting in financial loss to the Company and subsidiaries. Financial assets shown in balance sheets at the book value deducted by allowance for doubtful accounts is maximum value of credit risk. 25.3 Exchange rate risk The Company has no exchange rate risk since there is no transactions denominated in foreign currencies at the end of the period. 25.4 Interest rate risk Interest rate risk from changes in interest rate resulting in financial loss to the Company and subsidiaries in the current and following period. Information about interest rate, maturity date of loans from bank or financial institutions and long-term liabilities have been discolsed in notes to financial statements no 13 and 14. 25.5 Fair value of financial instruments Financial assets shown in balance sheets consist of cash on hand, cash at banks, accounts receivable, loans to related parties and fixed deposit. Financial liabilities shown in balance sheets consist of bank overdrafts, loans from financial institutions, accounts payable and long-term liabilities carrying value equal to the estimated fair value. Since most of financial assets are in form of the short-term and these loans carry interest at the rate

Annual Report 2005

close to current market rates except debentures of Baht 2,600 million was charged interest at the lower rate than current market value, if the interest charged at 6.75% by using present value of cash flow up to the repayment date, the fair value is equal to Baht 1,987.83 million. 26. SUBSEQUENT EVENT On February 1, 2006, the Company has issued and offered warrants to purchase common shares to the employees of the Company and subsidiaries no. 1 (ESOP - W1) for 34 million units as following details: Type Term Offering price Exercise ratio Exercise price Exercise date

: Specific name and non-transferable : 3 years from the issuance date : Baht 0 per unit : 1 unit per 1 common share : Baht 3.60 per 1 common share : On the 20th of February, May, August and November, the first exercise date is on February 20, 2006 and the last date on February 2,2009. : The 1st year, not over than 50% of allotted warrants. The 2nd year, not over than 25% of allotted warrants. †The 3rd year, not over than 25% of allotted warrants.

Percentage of exercise

According to the criteria and conditions as indicated in the prospectus for offering warrants and new common shares to be reserved for the warrants no.1 to the existing shareholders (AP-W1) which effective on March 11, 2002. The exercise price for changing is Baht 1.00 per shares and exercise ratio is 1 common share per unit of warrant. The Company changed the price and/or the exercise ratio to purchase common shares as following details: Old New Exercise price (Baht/share) 1.00000 1.00000 Exercise ratio (per 1 unit of warrant) 1.00000 1.00165 On February 20, 2006, the 667,600 units of warrants were exercised to purchase common shares, and the remaining 33,332,400 units of warrants were not exercised. 27. OTHERS According to the minutes of shareholdersû extraordinary meeting of Thonglor Development Co., Ltd. no. 1/2005 held on March 9, 2005 and no. 2/2005 held on March 25, 2005, passed the resolution to change its title name to çAsian Property (Thong-lor) Co., Ltd.é which was registered with the Ministry of Commerce on April 4, 2005. 28. FINANCIAL STATEMENTS APPROVAL These financial statements have been approved to publicize by the Companyûs Board of directors on March 1, 2006. Audit Fee In 2005, the company and its subsidiaries paid for an audit fee to the office of DIA International Auditing totaling 2,426,000 baht.

Annual Report 2005

100

Company Information Home Page

www.ap-thai.com

Name

Asian Property Development Public Company Limited

Office

170/57 18 Fl., Ocean Tower 1, Ratchadapisek Rd., Klongtoey, Bangkok 10110

Type of Business

Property Development Company Registration: Bor Mor Jor 261

Telephone

0 2261-2518-22

Facsimile

0 2261-2548-9

Home Page

www.ap-thai.com

Name

Office of DIA International Auditing

Office

316/32 Soi Sukhumvit 22, Sukhumvit Road, Klongtoey, Bangkok 10110

Telephone

0 2259-5300

Facsimile

0 2260-1533

Auditor