UV : Annual Report 2008 en by ar.univentures

Contents 2

Financial Highlights

Message from the Chairman

Message from President

Business Structure of Univentures Group

Nature of Business

Revenue Structure

Analysis of Results of Operations and Financial Position

Risk Factors

Shareholders Structure

Organization Chart

Management Structure

Board of Directors and Management

Corporate Governance Policy

Report of the Audit Committee

Report of the Board of Directorsâ&#x20AC;&#x2122; Responsibillity in Financial Statements

Report of Independent Auditor

Financial Statements and Notes

100 Corporate Social Responsibilities 101 Other Information

Financial Highlights For year ended 31 December 2008

2007

2006

THB million THB million THB million THB million THB million

1,136.96 1,239.37 996.85 140.12 61.83

1,458.30 1,537.31 1,265.70 192.60 100.95

1,464.27 1,558.96 1,259.74 204.53 146.41

Total Assets

THB million

2,450.98

2,159.50

1,555.86

Total Liabilities

THB million

435.63

221.84

158.11

Issued and Paid-up Share Capital

THB million

764.76

762.27

530.46

Total Shareholders' Equity

THB million

2,015.35

1,937.66

1,397.75

Cash

THB million

894.92

825.08

312.86

Operating Results Sales Net Revenues Costs of Sales Gross Profit Net Profit Financial Position

Data per Share Earning per share

THB

0.08

0.16

0.28

Dividend per share

THB

0.05

0.10

Book Value per share

THB

2.64

2.54

2.63

Par Value per share

THB

1.00

Gross Profit Margin

12.32

13.21

12.53

Total Asset Turnover

times

0.54

0.83

1.02

Return on Assets

2.68

5.43

12.93

Return on Equity

3.13

6.05

10.99

Net Debt to Equity

times

0.22

0.11

Inventory Period

days

Receivable Collection Period

days

Payable Payment Period

days

Finacial Ratios

Growth Rate

Total Assets

13.50

38.80

3.65

Total Liabilities

96.37

40.30

(32.90)

Message from Chairman Thailand had faced with political problems as well as government instability which started in 2007, and, towards the end of 2008, it was also affected by the downfall of major financial institutions in the United States of America and Europe. The manufacturing and export sectors are clearly beginning to feel the impacts. As such, unemployment and investment confidence are therefore among many challenging problems that the present Administration needs to rectify in order to take the country out of the crisis. The Government has readily introduced stimulating measures to assist the real estate sector, for example, a reduction of transfer fee from 2 percent to remain at only 0.01 percent. The said measures however have not yet made the sales of single house projects in Onnuj and Rangsit areas which have already been completed and are on sale to increase significantly. On the contrary, the 650-units U Delight Condominium Project on Prachachuen Road has received good response beyond our expectations. That is to say, sales reached 50 percent within only 3 months since October 2008, which was the period Thailand was experiencing a political crisis. All in all, we believe that the style, the location, the affordable prices, play an important role to the decision making of the buyers. As for the Park Venture Project (formerly called Wireless Square) on Ploenchit - Wireless Road Intersection, which is an office building and a hotel project and which will be a long-term source of income of the Company, it has progressed further and the construction work should be able to commence in the not too distant future. I, in the capacity of the Chairman of the Company, wish to take this opportunity to thank our customers and shareholders who have all given excellent supports to the Company throughout. I also wish to express my heartfelt thanks to the directors, The Management and all staff who are committed and dedicated to hardworking to the best of their ability for the sake of our organization and who have jointly helped administer this organization to be a good governance listed company.

Miss Potjanee Thanavaranit Chairman of the Board

Message from President The key event of the Univentures Public Company Limited in 2008 was a seeking of approval from the shareholders for the leasing out of certain spaces in the Park Venture Project (formerly called Wireless Square) to TCC Luxury Hotel and Resort Company Limited for use as a 5-star hotel business, as this was related to Adelfos Company Limited, a shareholder of the Company. The Park Venture Project is located on an approximately 5-Rai plot of land at Ploenchit - Wireless Road Intersection. It is a 33-floor office building and a hotel with an approximate area of 81,000 square metres. The Project value is around Baht 5,000 million. It is expected that the construction would commence in the first quarter of 2009 and it would take about 2 years to complete. Basides the said Project the incomes of which will be realized in respect of rent when the Project is operational in 2011, the Company has also launched the 2 condominium projects under the concept â&#x20AC;&#x153;Uâ&#x20AC;? with an emphasis on Practice Living, Affordable Living and Low Cost Living which is the U Sabai on Rama 4 Road and U Delight on Prachachuen Road, under the supervision of Grand Unity Development Company Limited. U Sabai and U Delight are condominium buildings which aim at Group B and Group B minus customers. The said two projects have a total value of more than Baht 1,500 million. As for zinc oxide business, in the past year it turned out that the total sales and profits had reached the targets, despite the fact that we were faced with the plunging of zinc price in the world market by 57.82 percent. In 2009, however, it is expected that the total sales would be affected from the world economic recession by 20-30 percent, as our major customer group, motor car tire factories, is absorbing the impacts as a result of retracted automobile business. For the work plan of 2009, we will attach importance to investment and development of real estate projects affected by economic repercussions or projects facing financial problems. It should be noted that the construction costs, the transportation charges and the prices of key materials have all declined, which, in effect, would pose a positive factor should the economy begin to improve. Further, we shall initiate a reorganization of the companies in the Univentures Group so that their operations be clear and be in line with the objectives of the business operation in respect of real estate development, that is to say, the zinc oxide business, which is operated by the Company, will be transferred to be under the supervision of the Thai-Lysaght Company Limited which is a subsidiary company of Univentures Group. Last but not least, I, The Management and all of the staff of the Univentures Public Company Limited and its subsidiary companies, wish to express our sincere thanks to the customers, the shareholders, and all of our business allies who have placed their trust and rendered good cooperation to the Company throughout. The Management and all staff are committed and determined to jointly performing our duties transparently in order to make this organization prosper and to create the best returns possible to all of our shareholders.

Mrs. Ornruedi Na-Ranong President

100%

Thai-Lysaght Co.,Ltd (TL) Registered Capita 140 Million Baht / Paid - Up Capital 137.50 Million Baht

Zinc Oxide/Other Chemical

100%

99.13%

49%

60%

100%

Grand U Living Co., Ltd *** (GUL) Registered Capital / Paid - Up Capital 244.05 Million Baht

29.50%

S.U.N. Management Co.,Ltd * (SUN) Registered Capital / Paid - Up Capital 10 Million Baht

Univentures Asset Management Co.,Ltd * (UVAM) Registered Capital / Paid - Up Capital 22.31 Million Baht

Kinnaree Property Fund (KRF) Registered Capital / Paid â&#x20AC;&#x201C; Up Capital 2.88 Million Baht

Prinventure Co.,Ltd (PV) Registered Capital / Paid - Up Capital 100 Million Baht

99.98%

Grand Unity Development Co.,Ltd (Grand U) Registered Capital 600 Million Baht / Paid - Up Capital 380 Million Baht

Lertratakarn Co.,Ltd (LRK) Registered Capital / Paid â&#x20AC;&#x201C; Up Capital 100 Million Baht

Property Development

20%

Sahasinwattana Bioenergy Co.,Ltd ** (SSB) Registered Capital / Paid - Up Capital 10 Million Baht

Remarks : * Indirected held through Univentures Asset Management Co.,Ltd ** 15% indirected held through ESCO Ventures Co.,Ltd. *** 59.98 % indirected held through Grand Unity Development Co.,Ltd

Forward System Ltd (FS) 100% Registered Capital / Paid - Up Capital 5 Million Baht

Univentures Consulting Co.,Ltd (UVC) 100% Registered Capital / Paid - Up Capital 10 Million Baht

Other

As at 31st December 2008 (Entities with 10 percent or more than shares held by Univentures

Sahasinwattana Cogeneration Co.,Ltd ** (SSC) Registered Capital / Paid - Up Capital 92 Million Baht

ESCO Ventures Co.,Ltd (EV) Registered Capital 50 Million Baht Paid - Up Capital 27.50 Million Baht

Excellent Energy International Co.,Ltd (EEI) 31.81% Registered Capital / Paid - Up Capital 25 Million Baht

75%

Energy

Univentures Public Company Limited Registered Capital 944.53 Shares Paid Up Capital 764.77 Shares

Business Structure of Univentures Group

Nature of Business Univentures Public Company Limited (“Company”) was founded and registered on 13th August 1980, with the initial objectives of operating the business of producing zinc oxide products under the trade name picture of “CRUCIBLE”. The Company was listed in the Stock Exchange of Thailand in 1988. And since 2001 onwards, the Company has expanded its investments in real estate development continuously, with an aim to develop potential real estate projects but are facing financial problems, to an extent that these projects can be completed for sale. The Company has then set up subsidiary companies or made joint investments with experienced real estate developers. As a result of its shifting and expansion of investment to real estate development, in 2006 the Company was approved by the Stock Exchange of Thailand to shift the business group from Petrochemicals and Chemicals Sector to Property Development Sector. The business operations of the Company, subsidiary companies, and joint companies can be classified per major categories of business as follows: 1. Real Estate Business The company has expanded its investment in real estate business of residential condominiums for sale via Grand Unity Development Company Limited, in which the Company is a direct shareholder at 60 percent. Presently, there are 3 projects under development and sale, namely Park View Vipavadee 4 Project, U Sabai Project (Rama 4 – Kluay Nam Thai) and Bangsue U Delight Project. As for horizontal real estate development, the company has invested in Prin Ventures Company Limited, in which the Company is a shareholder at 49 percent. The projects which are now being developed and sold are The European Town Onnuj Project and The Northern Town Rangsit Project. Besides, regarding the rights to lease land at Ploenchit - Wireless Road Intersection of the Lertrattakarn Company Limited, in which the Company holds shares at 100 percent, it is now under preparations for development as office building and hotel project of 33 floors. The project’s construction is expected to be completed and operational in 2011. 2. Business Manufacturing and Selling Zinc Oxide Powder This business is operated by the company and Thai - Lysaght Company Limited. (The company holds 100 percent shares in this company.) 3. Energy Business The business is operated both in the form of investment in the energy business management as based on fuel sources which are unused natural materials jointly with economical and low pollution energy and the providing of engineering management and energy conservation consultant services via Esco Ventures Company Limited (the company holds 75 percent shares) and Excellent Energy International Company Limited (the company holds 31.81 percent shares). 4. Other businesses include Distribution of time recorder, entrance/exit control system and passenger lift, and car park control system equipment, under the trademark of “AMANO” from Japan via Forward System Company Limited (the company holds 100 percent shares). Further, there are also Univentures Consulting Company Limited and Univentures Asset Management Company Limited (the company holds 100 percent shares), both of which operate the businesses of providing financial and investment consultant services.

22.75 17.23 153.74

Share of Income (loss) from investment in associates

Other

Revenue from investment

Net Revenue

Other

Other revenues : Sales from by product / consultin & Management fee / Interest income

Sales of Time recorder & Car park system control equipment

3.74%

1.08%

2.66%

12.40%

0.36%

73.92

34.81

39.11

141.28

2.52

1,239.37 100.00% 1,537.31

46.37

13.43

32.94

1.39%

Gain (loss) on sales of long-term investment (securities held for trading)

Other

(9.89)

1.84%

4.45

43.09

0.60

7.88

97.08

Dividend income

3.42%

0.17%

5.23%

42.41

Forward System / Univentures Consulting / ESCO Ventures

184.11

83.85% 1,322.11

3.14%

Interest income

64.76

105.76

80.72% 1,138.00

6.60%

2.14

Kinneree Property Fund / Univentures / Univentures Asset Management

1,039.26

THB Million

74.12% 1,032.24

2007

Rental & Gain on sale of property, plant and equipment for rent

Gain on sale of loan collateral

Revenues from sale of condominium units

Investment

Revenues from Zinc oxide & Other chemicals

38.88

Total

38.88

1,000.38

81.76

918.62

THB Million

2008

Thai - Lysaght

Univentures

Operated by

Export sales

Domestic sales

Total

Export sales

Domestic sales

Zinc oxide & Other Chemicals

Business Group THB Million

70.41

4.52%

65.44%

188.45

57.2

17.64

39.56

222.68

15.08

3.55

7.38

31.54

9.96

9.54

145.63

3.67%

1.13%

2.54%

14.28%

0.97%

0.23%

0.47%

2.02%

0.64%

0.61%

9.34%

82.05%

12.09%

100% 1,558.96 100.00%

4.81%

2.26%

2.54%

9.19%

(0.64%)

0.16%

2.80%

0.04%

0.51%

6.31%

86.00% 1,279.08

11.98%

74.03% 1,090.63 69.96%

6.88%

67.15% 1,020.22

2006

Revenue Structure

Analysis of Results of Operations and Financial Position Results of Operations In 2008 the combined financial statements of the Company showed that the Company had incomes from sales at Baht 1,072.20 million, or about 86.51 percent of the total incomes, was decreased from the previous year by 21.23 percent. The decreasing of income was derived from the decreasing income of Zinc oxide business; the income was decreased by 12.16% from the same period of last year, although the zincâ&#x20AC;&#x2122;s sale volume was increased of 1,804 metric ton or equal 15.79%. The main reason was the sharply dropped of Zinc ingot in the world market from the 3,242 USD/Metric ton to 1,828 USD/Metric ton or decreased by 43.62% The income from the time recorder and car park control equipment sales was Baht 32.94 Million, decreased 15.77% from last year. The income from real estate business was Baht 64.76 million, or 5.22 percent of the total incomes, decreased from the previous year by about 33.29 percent, largely due to the fact that it was a continuous sale of the old projects, namely Park View Vibhavadi 1, 2 and 3. In year 2008, the company had launched many projects which located in the outstanding location such as Park View Vibhavadi 4 at Lak sri area which the company started to realize the income in year 2008, U Sabai project at Rama IV road and U Delight at Bang sue district. Meanwhile, the company will start to realize the income from U Sabai and U Delight projects starting from year 2009 onward. The overall costs of sale, the ratio still stood at 87.67 percent of the income from sales which were close to the same rate as previous year even though the company was reserved the loss on diminution of zinc ingot according to accounting standard for reflecting the real market price (Marked to Market) which brought the addition of Baht 20.14 million to cost of good sold as of December 2008. The overall gross margin in year 2008 was 12.32% which were close to the same rate as previous year. The company has improved the gross margin in the real estate business from 17.04% in year 2007 to 18.73% in year 2008 due to the improve of effectiveness in project cost control. As regards the realization of the share of profit (loss) from investment money in the joint companies in 2008, a profit in the amount of Baht 22.75 million was realized, as compared to the year before where a loss was realized in the amount of Baht 9.89 million. In conclusion, in 2008 the total net profit was at Baht 61.83 million, a reduction of Baht 39.12 million from that of last year, or about 38.75 percent.

Total Assets Total assets according to the combined financial statements amounted to Baht 2,450.98 million, was increased of Baht 291.48 million from the previous year, or equal 14 percent increased. The main items were the increasing of cash and cash equivalent of Baht 69.84 million and also from the increase of the value of the properties under development which is Park Ventures project (land development project at Ploenchit Wireless Road Intersection) and properties for sale in the total amount of Baht 196.55 million. The increasing of other current assets of Baht 151.11 million which derived from the advance payment for construction for Park Venture Project at the amount of Baht 90 million and the deposit land for real estate development was at the amount of Baht 25 million. The properties under development for lease item were increased at the amount of Baht 174.9 million against last year was resulted from the Park venture project.

Total Liabilities Total liabilities according to the combined financial statements amounted to Baht 435.63 million, increased by Baht 213.79 million from last year or equal increased by 96.37 percent. This was because the creditor under the obligations of the long-term land lease contract at the corner of Park ventures project was recorded at Baht 250 million. Additionally, the long-term loans from financial institution were increased by Baht 90 million for serving the current project development.

Analysis of Results of Operations and Financial Position Shareholdersâ&#x20AC;&#x2122; Equity As at 31st December 2008, the shareholdersâ&#x20AC;&#x2122; equity according to the combined financial statements amounted to Baht 2,015.35 million, an increase of Baht 77.69 million from the previous year, or an increase by 4.01 percent. The mainly reason was the increasing of Baht 9.54 Million from the revalue for the land in year 2008. In addition, the minority interests was increased by Baht 116.32 million because the company was increase the capital of Grand Unity Development Company limited (Grand U) to serve for the extended of its business by Baht 375 Million. Grand U presently has the paid up capital of Baht 380 Million.

Cash Flow Cash flow from operating activities was occurred the spending of 375.23 million in 2008. The spending was mainly for related expenses to developing for real estate projects as mentioned above. For the cash flow from investment activities which were increased Baht 22.44 Million from the previous year. The main items were the spending for crucible machine which increased the production volume for Zinc oxide business by 1200 metric ton. Beside, the current production capacity is 12,000 Metric ton per year. The additional of Baht 174.90 Million against last year in Properties under development for lease item was represent the continued to develop the Park venture project from last year. For the cash flow from financing activities, the company had the net cash of Baht 372.41 million which mainly came from the rental received in advance for related parties at the amount of Baht 250 Million, received the payment from loans to related businesses in the amount of Baht 95.71 million and received the long term loan from Financial Institution in the amount of Baht 90 million.. As at the end of 2008, the Company and its subsidiary companies had net remaining cash in the amount of Baht 894.92 million.

Important Liquidity Ratio The liquidity ratio stood at 19.49x and the quick ratio was at 13.14x, which is considered to be at a very high liquidity level and is higher than last year. The high liquidity stems from the Company was mainly from the increasing of the current asset. The main item was the increasing of the properties under development which the company will realize the income starting from year 2009 onward. Additionally, the sharply decline from the other current liabilities especially the short-term loans from related parties and other current liabilities. Decreasing of other current liabilities came from the company had paid land leasing fee under the land lease contract for the land at Ploenchit - Wireless Road Intersection

Risk Factors Impacts from Investment in Real Estate Business 1. Risk from Domestic and World Economy In 2008, the overall economic condition was still severely affected by both domestic political instability and worldwide economic crisis as a result of the collapse of large financial institutions in the United States of America, which readily diminished investment confidence. Many firms began to show results of operations as losses, to an extent that they needed to restrict their expansion plans and reduced employment, particularly in the 4th quarter. This in turn caused the consumers to be extremely careful in their spending and consumption and also delaying their decisions to buy real estate property. Besides, the financial institutions started to be stricter in pre-financing and post-financing, which were deemed to be financial risk factors, for the projects applying for credit or the projects under transfer of condominium rooms to customers, because no ownership transfer could be made if customers were not granted the loan. Nevertheless, the company is well aware of the said risks and is still exercising great care in its investments, by putting emphasis on the development of projects which meet the demands of the customers in such areas and by also adjusting the prices and the amounts of installment so that it be in line with the present economic situation. Further, the company is now trying to develop the existing projects so that they could be completed as soon as possible, in a bid to create confidence among its customers, and is also trying to render assistance to its customers by coordinating with the financial institutions in regard to preliminary credit approval, in order to prevent risks which might occur if the customers are not granted the loan at the time when the condominium rooms are ready for ownership transfer.

2. Risk from Competition Because of the economic crisis, many real estate business operators still slow down their investment in new projects, and only trying to accelerate the construction of existing projects first in order to release the â&#x20AC;&#x2DC;goods in stocksâ&#x20AC;&#x2122;. However, the locations along the electric train routes, both existing and extension lines, still attract new projects, especially those of high-rise projects, which seem to lure customer groups who are prepared to buy condominium rooms along the electric train routes at a higher price than those located in other areas, as it is convenient for travelling and situated right in community areas. Still, the Company is aiming to make investments in locations where the competition is not so high, because investing in highly competitive areas would only incur a relatively high land prices and marketing costs and in the end the projects must be developed and sold as highpriced condominiums. As such, emphasis will be placed on locations with uniqueness in other aspects and which could respond to the needs of the customers, whereby investments will still be made in lands or unfinished projects facing financial problems but have good potential, as it would make the costs of acquirement to be low, and, more importantly, these projects could be developed until completion within a short period of time. Furthermore, the company also attaches importance to the lifestyle of projects at affordable prices by focusing on medium-class customers group, which is a group that the company itself has enjoyed a good number of customers.

3. Risk on Project Development Costs Although the economy shows a sign of downturn and the proposed selling prices of lands have reduced to a certain extent, still it is seen only as a small change when compared to the increase of land prices in the previous year. Moreover, most operators are still postponing their decisions in making investments, thereby causing very little trading of lands for new projects. All in all, the prices of lands are still at a considerably high level. As for the construction costs, there is still a fluctuation, despite the fact that the oil and steel prices have decreased when compared to that of the first-half of 2008. Nevertheless, the company has been keeping an eye on the movement of prices of main materials such as steel and has bought some materials the prices of which tend to go up, in order to prevent risk from higher costs of construction.

Risk Factors 4. Risk from Project Contractors Although the company has designated its policy by managing the costs efficiently, a selection of quality and reliable contractors is regarded as the main factor to the success of the projects. Consideration will be given to their quality and quick period of completion. The company then adopts its policy on comparison and selection of contractors, whereby it has invited its allies who have had experiences in the development of real estate to provide consultation and to also introduce experienced contractors who had reliable accomplishments to be included in a joint project development.

Impacts from Zinc Oxide Powder Manufacturing Business 1. Risk from Raw Material Price Whereas the price of main raw material of zinc oxide powder manufacturing, namely zinc ingot, is fixed by the so called London Metal Exchange (LME) price, which appears to be fluctuating all the times and is normally traded in United States Dollar, thus, there is a risk of rate of exchange which of course varies on each day of trading. Having learnt of such factor, the company therefore has operated this business with great care and has readily mapped out a management plan to reduce probable risk, by monitoring the situations closely and analyzing the circumstances which are factors of both inside and outside the country. After that, information will be gathered for designating a suitable policy and planning in buying raw materials so that it be in conformity with the demand and the selling price of each customer in order to maintain the rate of profit duly fixed by the company. It should be noted that the company has adjusted the price of raw material by applying the mark-to-market method in order to reflect its market value, by using the average 30-day price after the closing of accounting period. By applying this method, it makes the company to reduce risks on raw material price should there be a fluctuation.

2. Risk from Price Competition As the world economy has retracted and slowed down significantly, the productions in various industries, especially motorcar tire industry, have been badly affected. This causes the purchasing demand of the buyers to be declined, which readily leads to a fiercer competition than the year before and also forcing the competitors to apply pricing strategies so as to obtain higher market share than that of previous year. If we compare the prices of zinc ingot used in producing zinc oxide in January 2008 and January 2009, which are of the same period, the reference average price used in the trading in 2009 appears to be reduced by 60 percent. Therefore, the company has a policy to reduce the risk by managing the costs of goods and by applying the price strategies, so as to maintain its market share and to attract new customers, so that it may compete with its competitors while the quality of its products remain unchanged.

3. Risk from Higher Oil Prices in World Market As the oil prices have shot up since 2007, thus from the first quarter till the third quarter of 2008 oil prices were still an important variable factor of the production. It was not until the fourth quarter of 2008 that the oil prices began to decline a little. In 2007, the oil used in the production accounted for 47 percent of the cost of production, as compared to 55 percent as that of 2008, or an increase of 14.55 percent. This is a factor that affects the costs of production considerably. And although the oil prices are still higher than those of 2007, the company could actually economize its uses of oil by a reduction of 4.07 percent. The company also places importance on the production process, the increase of equipment maintenance efficiency, the increase of transport efficiency through effective management of transportation routes and/or hiring efficient transport contractors to do the job at a suitable price. This has readily caused the total costs of production not to exceed the target set by the company.

Risk Factors 4. Risk from Acquirement of Raw Materials Sources As the production of zinc oxide uses the raw material which is 99.995% special high grade zinc ingot at 80 percent, therefore an acquirement of the raw material sources is an extremely important factor. This includes price negotiation, quantity of stocks, and supplying of the raw material in time for the production plan. Relying on one single raw material source in the country, namely Pa Daeng Industry Public Company Limited, may put the company at risk. Therefore, the company must also buy raw material from abroad, so as to manage the said risk. This enables the company to have more alternatives in buying raw materials.

5. Risk on Rate of Exchange For the main raw material used in the production, the trading price will be fixed by referring to the London Metal Exchange price in England, which is normally fixed in United States Dollars, whereby it will be converted into Baht as computed by using the rate of exchange on the date of buying. As such, the company may encounter a risk in fixing the costs of production if the Baht fluctuates. Whenever the Baht weakens, it will definitely send impacts to the operation costs. Therefore, the company has adopted a measure to prevent such a risk by making a forward contract in an effort to reduce a risk from the Baht fluctuation.

Impacts from Energy Investment Business 1. Risk on Technology and Warranty of Energy Saving Energy management business is an operation of business by applying new inventions from abroad for the design of work systems so as to save energy for various businesses, with warranty of minimum energy saving for the project operators throughout the project period. And if such projects cannot save the energy owing to technology shortcomings, the company will be responsible for making minimum energy saving payment to the business operators. However, Excellent Energy International Company Limited has had experiences and expertise in engineering and development of energy saving projects for more than 9 years, and it always attaches importance to the selection of efficient technology which is suitable for businesses of operators. In the past this company has met with considerable successes. Besides, in hiring contractors and purchasing machinery and equipment, Excellent Energy International Company Limited has placed importance on reliable sellers who have offered warranty conditions of the machinery, including machinery breakdown insurance, so as to obtain the end results according to the system design.

2. Risk from Business of Joint Project Developers In proceeding with the energy saving project where the company makes investment and jointly develops projects via ESCO Ventures Company Limited, it has to rely on the operators who are joint project developers. Therefore, the business position of the joint project developers is an important factor that makes the project meet with success and yield returns as expected by the company. This is why the company has given special importance to its selection of joint project developers who must have strong business foundation, by making a joint consideration in this respect with the credit departments of various commercial banks, whereby such a joint project developer must regularly have cash flow from its operations and must have a potential of sustainable business operations.

3. Risk on Rate of Exchange ESCO Ventures Company Limited needs to import machinery in the energy saving projects. As such, when the Baht weakens, the company is fully aware of the risk on rate of exchange and thus prevents the said risk by making forward contracts with financial institutions, so as to control the costs of project to be in line with the estimations. For a project of joint investment with a foreign fund that brings in foreign currency for investment, the said foreign currency may be used in the project and could partially prevent a risk from the fluctuation of rate of exchange.

Risk Factors Impacts from Business of Time Recorder and Car Park Control Equipment 1. Risk from Price Competition Whereas the time recorders and the car park control system equipment which the company has imported from Japan, Europe and the United States of America can be produced in the Asian region, especially in China and Taiwan, where the costs of production are much lower, thereby making many domestic traders to choose to import such products for sale in Thailand to meet the demand of the medium and low-end markets which seem to be quite sensitive to prices, while the products are of similar technology. This has readily affected the growth of income of the company and has forced it to find products of new technology to compete in the market. Especially in 2008, the company has a plan to introduce new products into the market, with an aim to avoid price competition and at the same time creating the difference, by putting emphasis on the quality of goods and the after-sale services.

2. Risk on Technology Main goods which are being marketed at present by the company still use technology from abroad, which, sometimes, does not respond to the need of the consumers. Therefore, the company has a plan to develop its own personnel so that they be able to develop new technology in order to create goods which are suitable for and meet the requirements of domestic customers.

3. Risk from Economic and Political Situations Because the goods sold by the company presently still rely on the real estate business mainly, particularly car park control system equipment, which, in 2008 the real estate sector was beginning to take the impacts from the economic and political situations. Thus, the company has expanded its customer base to other business sectors, such as trade centres where care park fees are collected, etc.

4. Risk on Rate of Exchange Whereas the company must import the time recorders and car park control system equipment from abroad and the costs are in United States Dollars and Japanese Yen, thus, if there is a fluctuation of the Baht, for example, when the Baht weakens, it will affect the costs of operations of the company directly. To this end, the company has adopted a risk preventive measure, whereby it will conclude forward contracts for the goods imported from abroad, in order to reduce risks from the fluctuation of the Baht.

Shareholder Structure UV’s top 10 major shareholders as at the closing date of shareholder register on 31st December 2008 Number of Shares Hold Shares Hold % 431,297,126 56.40 80,125,400 10.48 48,128,324 6.29 35,490,600 4.64 12,136,400 1.59 6,841,000 0.89 6,800,000 0.89 6,500,000 0.85 5,000,000 0.65 5,000,000 0.65

Shareholders 1) 2) 3) 4) 5) 6) 7) 8) 9) 10)

Adelfos Company Limited* UOB KAY HIAN PRIVATE LIMITED Thai NVDR Company Limited HSBC (SINGAPORE) NOMINEES PTE LTD CACEIS BANK LUXEMBOURG Mrs. Ornruedi Na-Ranong Mr. Chongrak Sripunporn MELLON BANK, N.A. General Engineering Public Company Limited Mr. Apinant Horsangchai

Note : Source by Thailand Securities Depository Company Limited * Adelfos Company Limited holding by Mr. Thapana and Mr. Panot Sirivadhanabhakdi in portion of 50% each

The Limited of Foreign Shareholders The foreign shareholders can be able to hold not more than 49 percent of its paid-up capital as 31st December 2008, with now has been holding 21.09 percent of its paid-up capital. The Company has imposed limited on the number of shares which can be owned by the foreigners at 49 percent of its paid-up capital. As of 31st December 2008 the Company declared that 21.09 percent of paid-up capital shares owned by the foreigner. Dividend Policy UV’s dividend policy is to pay out at least 50% of its net profit after unless the Company and its subsidiaries. Each year’s payout is subject to UV’s investment plan, justifications, and other future considerations. Upon approval by the Board of Directors, the annual dividend payout is to be presented to the shareholder’s meeting for approval. As regards and interim dividend, however, the Board is authorized to pay it and then report the payout at the next shareholders’ meeting. For the dividend policy of subsidiary companies, the Board of Directors of each company will consider the dividend payment from the retain earning and cash flow balance comparing to the investment budget of the company. Should the cash flow be enough after having the legal reserve, the Board of Director will consider for dividend payment as appropriat. Dividend payment for the previous 5 years Year Annual dividends (Baht per share) Net Profit (THB Million) Dividends payout ratio on net profit

2008

2007

2006

2005

2004

0.05

0.10

61.83

100.95

146.40

117.98

86.91

61.84 %

75.61%

36.40%

44.95%

60.54%

Department

Legal & Asset Management

Project Development Department

Managing Director

Investment Committee

Compensation & Nominating Committee

Business Development Department

President

Executive Committee

Board of Directors

Department

Information Technology

Financial Analysis & Budgeting Department

Accounting & Finance Department

Executive Director Finance & Administration

Compliance & Internal Control Department

Audit Committee

Administration Department

Human Resources Department

Procurement Department

Organization Chart

Management Structure The management structure of Univentures Public Company Limited comprises the Board of Directors and 3 committees, namely Audit Committee, Compensation and Nomination Committee, and Executive Committee, with the President as the Chief Executive Officer. Board of Directors According to the Articles of Association of the company, the Board of Directors shall comprise no less than 5 directors, and at least one-half of the total number of directors must have a residence in the Kingdom. As at 31st December 2008, the Board of Directors comprises a total of 8 qualified directors, 2 of whom are executive directors and the rest are non-executive directors, as follows: Name-Surname Position Date of Appointment 1. Miss Potjanee Thanavaranit Chairman of the Board / Independent Director 18th July 2007 2. Mr. Suwit Chindasanguan Independent Director 24th October 2003 3. Mr. Nararat Limnararat Independent Director 16th December 2005 4. Mr. Thapana Sirivadhanabhakdi Director 18th July 2007 5. Mr. Panot Sirivadhanabhakdi Director 18th July 2007 6. Mr. Sithichai Chaikriengkrai Director 18th July 2007 7. Mrs. Ornruedi Na-Ranong Director and President 24th May 2000 8. Mr. Thanapol Sirithanachai Director/Managing Director 10th June 2003 th Mr. Alongkorn Prathanrasnikorn has appointed as the company secretary from 28 February 2008 Note : The Annual Ordinary Meeting of Shareholders of 2008 on 23rd April 2008 passed a resolution that the following directors be appointed: Mr. Panot Sirivadhanabhakdi, Miss Potjanee Thanavaranit and Mr. Sithichai Chaikriengkrai, be re-appointed as directors for another term.

Definitions Executive director refers to a director who is an executive and who is involved in the regular management of the Company. Non-executive director refers to a director who is not an executive and who has no part in the regular management of the Company. He or she may or may not be an independent director. Independent director refers to a director whose qualifications are in line with the requirements of the Office of the Securities and Exchange Commission and the Stocks Exchange of Thailand, whereby he or she must possess the qualifications and must not have the prohibited descriptions as follows: 1. 2. 3. 4. 5.

holding shares not exceeding one percent of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director. neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest. not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary. not having a business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgement, and neither being nor having been a major shareholder. non-independent director or executive of any person having business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest.

Management Structure neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest. 6. neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor. 7. not being a director who has been appointed as a representative of the companyâ&#x20AC;&#x2122;s director, major shareholder or shareholders who are related to the companyâ&#x20AC;&#x2122;s major shareholder. 8. not having any characteristics which make him incapable of expressing independent opinions with regard to the companyâ&#x20AC;&#x2122;s business affairs. After having been appointed as independent director with qualifications complying with the criteria under (1) to (8) , the independent director may be assigned by the board of directors to take part in the business decision of the company, its parent company, subsidiary, affiliate, samelevel subsidiary or juristic person who may have conflicts of interest on the condition that such decision must be a collective one.

Directors Authorized to Sign on Behalf of Company According to the Company Certificate Registration of the Univentures Public Company Limited issued by the Department Business Development, Ministry of Commerce, it states that Mr. Thapana Sirivadhanabhakdi or Mr. Panot Sirivadhanabhakdi or Mr. Sithichai Chaikriengkrai or Mrs. Ornruedi Na-Ranong or Mr. Thanapol Sirithanachai, any two of whom jointly sign and affix the common seal of the Company.

Scope of Powers, Duties and Responsibilities of the Board of Directors The Board of Directors is responsible for the shareholders concerning the business operations of the Company and also supervises the Management to honestly carry out the works so that it be in line with the targets and guidelines that would create utmost benefits to the shareholders, taking into account the benefits of all stakeholders, including the compliance with the laws, objectives, Articles of Association of the Company, resolutions of the Board of Directors, and resolutions of the meeting of shareholders, except the matters the law states that it must be approved by the meeting of shareholders, as well as the compliance with the criteria and regulations of the Stocks Exchange of Thailand (SET) and the Office of the Securities and Exchange Commission (SEC), while at the same time preserving the benefits of the Company and is also responsible to the shareholders at the present and in the long-term period. The Board of Directors may authorize one or several directors or any other persons to perform any work on its behalf, and may revoke or revise such authorization. The Board of Directors is empowered to appoint and change the directors who have the powers to sign on behalf of the Company, and to set up a sub-committee. Nevertheless, the Board of Directors may authorize the Executive Committee to perform various works under its scope of powers and duties. However, such an authorization must not be in a description of an authorization or sub-authorization that enables the attorney to approve any transaction that he or any person who may have conflict, vested interests, or may have other conflict of interests (as prescribed by the SEC), concludes with the Company or a subsidiary company, except it is an approval of a transaction that is in line with the policy and criteria already approved by the Board of Directors.

Management Structure Audit Committee The Board of Directors has approved the setting up of an Audit Committee, the members of which are appointed among the Company’s directors who have possessed the qualifications prescribed by the law governing securities and exchange. The Audit Committee must at least comprise 3 members and at least 1 of whom must have knowledge in accounting and finance. At present, the Audit Committee comprises 3 independent directors, as follows: Name-Surname 1. Mr. Suwit Chindasanguan

Position Chairman of Audit Committee

2. Miss Potjanee Thanavaranit

Audit Committee Member

3. Mr. Nararat Limnararat

Audit Committee Member

Independent Director. Knowledge in accounting and finance. Independent Director. Knowledge in accounting and finance. Independent Director. Knowledge in accounting and finance.

The Audit Committee’s term is 3 years, counting from the date of appointment, or according to the term as director. In 2008, the Audit Committee held 7 meetings and filed its reports to the Board of Directors.

Scope of Powers, Duties and Responsibilities of the Audit Committee 1. 2 3. 4. 5. 6. 7.

To review the Company’s financial reporting process to ensure accuracy and adequate disclosure. To review the Company’s compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the Company’s business. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company. To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine and internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit. To review the Company’s risk assessment system and manage risk adequate, properly and efficiently. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year. To prepare, and to disclose in the Company’s annual report, and audit committee’s report which must be signed by the audit committee’s chairman and consist or at least the following information: a. An opinion on the accuracy, completeness and creditability of the Company’s financial report. b. An opinion on the adequacy of the Company’s internal control system. c. An opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s business. d. An opinion on the suitability of an auditor. e. An opinion on the transactions that may lead to conflicts of interests. f. The number of the audit committee meeting, and the attendance of such meetings by each committee member. g. An opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter. h. The Evaluation of audit committee’s supervision. i. Other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors. 8. Approve the audit plans of the department responsible for the auditing. 9. Revise and up-to-date the charter of audit committee to comply with the regulations of SET, SEC including the circumstance and appropriation.

Management Structure 10. Provide the opinion from the independent advisor or expert if necessary by the Companyâ&#x20AC;&#x2122;s expense. 11. Other act according to the assignment by board of directors of the company with the audit committeeâ&#x20AC;&#x2122;s approval. Besides, in order that the carrying out of works under the scope of powers and duties of the Audit Committee be efficient, the Audit Committee has the power to invite the Management, executives, or responsible persons to attend a meeting for clarification of opinions or to send documents deemed to be related and necessary, and has the power to hire an independent consultant or a professional expert in the case of necessity, or to make any other spending as related to the carrying out of duties, whereby the Company will be responsible for such expenses.

Compensation and Nominating Committee The Board of Directors has approved the setting up of the Compensation and Nominating Committee, which at present comprises 4 members, as per the following list: Name-Surname Position 1. Miss Potjanee Thanavaranit Chairman Non-Executive Director and Independent Director. 2. Mr. Nararat Limnararat Committee Member Non-Executive Director and Independent Director. 3. Mr. Thapana Sirivadhanabhakdi Committee Member Non-Executive Director. 4. Mrs. Ornruedi Na-Ranong * Committee Member Executive Director Note : *Mr. Suwit Chindasanguan ( Non-Executive Director and Independent Director.) has been appointed as the member of Compensation and Nominating Committee and Mr. Ornruedi Na-Ranong has been appointed as the secretary to the Compensation and Nominating Committee on 1st January 2009. The term of Compensation and Nominating Committeeâ&#x20AC;&#x2122;s members is 3 years, counting from the date of appointment or according to the term as director. In 2008, the Committee held altogether 1 meeting.

Scope of Powers, Duties and Responsibilities of Compensation and Nominating Committee 1. 2. 3. 4. 5. 6. 7. 8.

Prescribe bases and policy on the nomination of directors and sub-committee members of the Company. Consider selecting and screening suitable persons to be a director, in the case the position of directorship is vacant, for proposing to the Board of Directors for approval and/or for seeking approval from the meeting of shareholders, as the case may be. Consider selecting and screening suitable persons to hold the position of managing director upwards, in the case such a position is vacant. Consider proposing list of names of suitable qualified directors to be appointed as sub-committee members to the Board of Directors of the Company for appointment, in the case such a position is vacant. Consider proposing recommendations on the remunerations and any other benefits which are necessary and suitable, both financially and not financially, so as to attract and maintain the Board of Directors, Sub-Committees and/or for proposing to the meeting of shareholders for approval. Prepare criteria and policy on the fixing of remunerations of the Board of Directors, Audit Committee, and Compensation and Nominating Committee, for proposing to the Board of Directors for approval and/or for proposing to the meeting of shareholders for approval, as the case may be. Provide clarifications and answers to questions relating to the remunerations of the directors at the meeting of shareholders. Carry out any other works as assigned by the Board of Directors of the Company and with approval of the Compensation and Nominating Committee.

Management Structure Executive Committee Name-Surname Position 1. Mr. Thapana Sirivadhanabhakdi Executive Chairman Non-Executive Director 2. Mr. Panot Sirivadhanabhakdi Executive Committee Member Non-Executive Director 3. Mr. Sithichai Chaikriengkrai Executive Committee Member Non-Executive Director 4. Mrs. Ornruedi Na-Ranong Executive Committee Member Executive Director 5. Mr. Thanapol Sirithanachai Executive Committee Member Executive Director 6. Mrs. Kanyarattana Chok-oon-kit * Executive Committee Member Executive Director Note: * Mrs. Kanyarattana Chok-oon-kit resigned from the Executive Committee Member from 1st March 2009 The Executive Committee comprises 6 members. In 2008, it held altogether 11 meetings.

Scope of Powers, Duties and Responsibilities of Executive Committee Consider and set out policies, directions, strategies, targets, business plans, budgets, and various management powers of the Company and subsidiary companies jointly with the high-level executives for proposing to the Board of Directors for approval. Supervise and monitor results of operations of the Company so that it be in accordance with the approved business plans. Approve the operations of the Company and subsidiary companies in various matters according to the scope of powers assigned by the Board of Directors. Screen matters that the high-level executives has proposed in the part beyond the powers of the Executive Committee for proposing to the Board of Directors for consideration. In any case, approvals must not be of a description that will enable the Executive Committee or the person authorized by the Executive Committee to approve transactions that they or the persons who may have conflicts, vested interests or may have any other conflict of interests (as prescribed by the SEC) conclude with the Company or subsidiary company, except it be an approval of transaction which is in line with the policy and criteria duly approved by the Board of Directors.

The Executives

The high-level executives of the Company and subsidiary companies of the Company comprise the following: Executives* of Univentures Public Company Limited 1. Mrs. Ornruedi Na-Ranong Director and President 2. Mr. Thanapol Sirithanachai Director and Managing Director 3. Mrs. Kanyarattana Chok-oon-kit** Executive Director â&#x20AC;&#x201C; Finance and Administration 4. Mr. Sutee Limpanachaipornkul Executive Vice President - Project Development 5. Mr. Alongkorn Prathanrasnikorn Senior Vice President, - Legal and Asset Management Department 6. Mr. Khumpol Poonsonee Senior Vice President - Business Development Department 7. Mr. Ponchai Lertchoomongkol Senior Vice President - IT Development Department 8. Miss. Pradthana Udomsin Vice President - Accounting & Finance Department Note: * An executive refers to director, managing director or person holding the first four positions of executive level right after the President, and every person holding the position equivalent to the fourth person holding the executive level position, including those holding executive level positions in accounting or finance at the level of the department manager or higher, or equivalent. ** Mrs. Kanyarattana Chok-oon-kit resigned from the Executive Committee Member from 1st March 2009

Management Structure Executives of Subsidiary Companies 1. Mr. Korntawat Kingngoen 2. Mr. Noppadol Theerasilp 3. Mr. Alongkorn Prathanrasnikorn 4. Mr. Khumpol Poonsonee 5. Mr. Neramit Srangiam

Managing Director, Thai-Lysaght Co., Ltd. Managing Director, Forward System Co., Ltd. Managing Director, Univentures Asset Management Co.,Ltd. Managing Director, Univentures Consulting Co., Ltd. Managing Director, Grand Unity Development Co., Ltd

However, all directors and executives of the company have possessed full qualifications as required by law, and there are no history of them having committed any offence against the laws, the Notices of the Office of the Securities and Exchange Commission (SEC) and the Stocks Exchange of Thailand (SET) in the past in relation to: (1) Having been judged that they committed a criminal offence. (2) Having been declared a bankrupt or having had their assets placed under receivership. (3) Having been an executive or a person with power to control a company or a partnership that has been declared bankrupt or having had assets placed under receivership.

Nomination, Appointment and Office Term Board of Directors According to the Articles of Association of the Company, the Board of Directors comprises no less than 5 directors, and not less than onehalf of the total number of directors must have a residence in the Kingdom, and the directors of the Company must have possessed the qualifications and must not have prohibited descriptions as prescribed by law. The directors are appointed by the meeting of shareholders by a majority of votes according to the following criteria and procedures: (1) One shareholder shall have one vote for each share he/she has held. (2) Each shareholder may exercise all of his/her votes to elect one or several directors, but he/she may not allot his/her votes to any candidates unequally. (3)

Candidates who have received the highest number of votes in respective order shall be elected as directors equivalent to the required number of directors or the number of directors to be elected at the time. In the case the candidates in respective orders who have received equal votes exceed the required number of directors or the number of directors to be elected at that time, election shall be by drawing lots so as to acquire the number of directors required.

In the case of a vacancy in the position of director, for other reasons than completion of his/her term, the Board of Directors shall, by a majority of votes not less than three-fourths of the remaining number of directors, select any person who has possessed the qualifications and has not had the prohibited descriptions under the law as a replacement director in the next meeting of the Board of Directors, except where the remaining term of the said director is less than 2 months. The Meeting of Shareholders may pass a resolution that any director retire from his/her post before completing his/her term by a majority of not less than three-fourths of the number of shareholders who attend the Meeting and have the right to vote, and with the total number of shares altogether not less than one-half of the number of shares held by the shareholders attending the Meeting and have the right to vote.

Management Structure Committees Audit Committee, Compensation and Nominating Committee, and Executive Committee are appointed by the Board of Directors.

Executive Officers In appointing the highest executives from the managing director upwards, the Board of Directors shall appoint the Compensation and Nominating Committee to select those who have possessed full qualifications as prescribed and to nominate the persons who have passed the selection process and should be appointed to the Board of Directors for selecting suitable persons to take up the posts by a majority of votes. As for other executive officers, the Board of Directors has assigned the President to select those who are suitable to take up the posts.

Remuneration for Directors and Executives Monetary Remuneration

â&#x20AC;˘ Remuneration for Directors

At the 29th Annual General Meeting of Shareholders on 23rd April 2008, a resolution was passed that the remuneration for directors be fixed as proposed by the Compensation and Nominating Committee and the Board of Directors. Remuneration for the Board of Directors consists of monthly compensation and meeting allowances. The Chairman of the Board of Directors receives a monthly retainer fee of Baht 16,000 per month and a meeting allowance of Baht 22,000 for each meeting. Each director receives a monthly retainer fee of Baht 8,000 per month and a meeting allowance of Baht 18,000 for each meeting. Remuneration for Audit Committee consists of monthly compensation. The Chairman of the Audit Committee receives a monthly retainer fee of Baht 40,000 per month. Each Audit Committee member receives a monthly retainer fee of Baht 30,000 per month. Remuneration for Compensation and Nominating Committee consists of meeting allowances. The Chairman of the Compensation and Nominating Committee receives a meting allowance of Baht 22,000 per meeting. Each Compensation and Nominating Committee member receives a meeting allowance of Baht 18,000 per meeting.

Remuneration for Executive Committee* consists of monthly compensation. The Chairman of the Executive Committee receives a monthly retainer fee of Baht 25,000 per month. Each Executive Committee member receives a monthly retainer fee of Baht 20,000 per month. In 2008 the remuneration for the Board of Directors and Sub-Committees are as follows: Total Remuneration (THB) The Board of Directors 1,752,000 The Audit Committee 1,200,000 The Compensation and Nominating Committee 76,000 The Executive Committee* 780,000 Note: *Except executive committee member holding executive post of the company. Summary of Comparison of Remuneration of Board of Directors and Committees of 2007 and 2008

Management Structure

Unit : THB Remunerations (Monthly and Meeting Allowances)

2007 3,520,000

2008 3,808,000

â&#x20AC;˘ Remuneration for Executives

In 2008, the remunerations received by the 8 executives from the Company in the form of salaries, bonuses, in the amount of 23,101,416 Baht.

Other Remunerations Other remunerations of directors, executives, and staff consist of Employee Stock Option Program (ESOP) for the directors, executives and staff of the Company and of subsidiary companies within a limited number of not more than 35 persons altogether 2 Programs (ESOP-W2/ ESOP-W3) totaling 25,755,500 units. The warrants have a maturity of 5 years and an offering price per unit of Baht - 0-. The exercise ratio is one unit of warrant per one ordinary share. The exercise price is Baht 1 per share. The objective is to motivate and compensate the directors and employees, so that they may perform their duties to the best of their abilities throughout, to an extent that it may create a feeling of possession and a participation in the management and development of the Company. The Company issued and offered the said ESOP on 19th December 2003.

Board of Directors and Management Miss. Potjanee Thanavaranit Director Type Independent Director Present Position Chairman of the Board / Audit Committee / Chairman Compensation and Nominating Committee Age 62 Years Nationality Thai Highest Education Master of Business Administration Syracuse University, U.S.A. (USAID Scholarship) Governance Training of The Role of Compensation Committee Program (RCC4/2007) Thai Institute of Directors Association (IOD) The Role of Chairman Program (RCP13/2006) Directors Certification Program (DCP17/2002) UV Shareholding 0% (-0- shares) Year of Directorship 1 Year 4 Months Position in Other Listed Companies Present Director Thai Reinsurance Public Company Limited Independent Director / Audit Committee Bangkok Insurance Public Company Limited Position in Non-Listed Companies Present Chairman of the Public Sector Audit and Evaluation Committee Ministry of Commerce Present Council of State (Group 3 – Monetary Laws) Office of the Council of State Present Qualified Committee The Federation of the Insurance Organization Present Sub-Commissioner, The Sub-Commission on the Development and Promotion of Public Organization and the Organizations under Governmental Supervision, the Public Sector Development Commission Position in Rival Companies/ - None Connected Business that may cause conflict of interest Experience 2006 - 2008 Second Vice – President of the National Legislative Assembly The National Legislative Assembly, the Senate Advisor to the Ministry of Commerce Ministry of Commerce Economic Advisor The Council for National Security 2001 – 2008 Member of the Monetary Policy Board The Bank of Thailand 2002 - 2007 Chairman Thailand Insurance Institute 2001 - 2006 Director General, Department of Insurance Ministry of Commerce Legal record in the past 10 years - None

Board of Directors and Management Mr. Suwit Chindasanguan Director Type Independent Director Present Position Independent Director / Chairman of Audit Committee Age 54 Years Nationality Thai Highest Education Master of Science (Ag. â&#x20AC;&#x201C; econ) Kasetsart University Governance Training of IOD The Role of the Chairman Program (RCP 18/2008) The Role of Compensation Committee Program (RCC1/2006) Improving the Quality of Financial Reporting (QFR 2/2006) Audit Committee Program (ACP4/2005) Directors Certification Program (DCP44/2004) Directors Accredited Program (DAP14/2004) UV Shareholding 0.07% (500,000 shares) Year of Directorship 5 Years 2 Months Position in Other Listed Companies Present Chairman / Audit Committee SIS Distribution (Thailand) Public Company Limited Position in Non-Listed Companies Present Chairman of the Board Internet Solution and Service Provider Company Limited Position in Rival Companies/ - None Connected Business that may cause conflict of interest Experience 2003 - 2007 Audit Committee / Independent Director Univentures Public Company Limited Legal record in the past 10 years - None -

Mr. Nararat Limnararat Director Type Present Position Age Nationality Highest Education Governance Training of IOD UV Shareholding Year of Directorship Position in Other Listed Companies Position in Non-Listed Companies Present Position in Rival Companies/ Connected Business that may cause conflict of interest Experience Legal record in the past 10 years

Independent Director Independent Director / Audit Committee / Compensation and Nominating Committee 50 Years Thai Master of Business Administration, Finance Cornell University, New York, U.S.A Directors Certification Program (DCP initial) Finance for Non-Finance Director (FND-2004) 0% (-0- shares) 2 Years 11 Months - None Director / Managing Director Asia Asset Management Limited - None - None - - None -

Board of Directors and Management Mr. Thapana Sirivadhanabhakdi Director Type Authorized Director Present Position Director / Executive Chairman / Compensation and Nominating Committee Age 33 Years Nationality Thai Highest Education Master of Business Administration, Banking & Finance, Economic Boston University, U.S.A. Governance Training of IOD Directors Accreditation Program (DAP10/2004) UV Shareholding 28.20% (215,648,563 shares) Year of Directorship 1 Year 4 Months Position in other Listed Companies Present Director / Vice Chairman Siam Food Products Public Company Limited Present Vice Chairman / Executive Vice Chairman Oishi Group Public Company Limited Present Director / Executive Director Beer Thai (1991) Public Company Limited Berli Jucker Public Company Limited Present Director / President Thai Beverage Public Company Limited Position in Non-Listed Companies Present Director Adelfos Company Limited Position in Rival Companies/ - None Connected Business that may cause conflict of interest Experience - None Legal record in the past 10 years - None -

Board of Directors and Management Mr. Panot Sirivadhanabhakdi Director Type Present Position Age Nationality Highest Education Governance Training of IOD UV Shareholding Year of Directorship Position in other Listed Companies Present Present Position in Non-Listed Companies Present Present Present Position in Rival Companies/ Connected Business that may cause conflict of interest Experience 2000 â&#x20AC;&#x201C; 2004 Legal record in the past 10 years

Authorized Director Director / Executive Director 31 Years Thai Master Degree in Management Information System, London University, UK Directors Certification Program (DCP46/2004) Finance for Non-Finance Director (FND10/2004) 28.20% (215,648,563 shares) 1 Year 4 Months Director / Executive director Berli Jucker Public Company Limited Director Siam Food Products Public Company Limited Thai Beverage Public Company Limited Director / Executive director Beer Thip Brewery (1991) Company Limited Director / Executive Vice President T.C.C. Technology Company Limited Director Lan Chang Development Company Limited TCC Land Leisure Company Limited Adelfos Company Limited Eastern Seaboarn Industrial Estate (Rayong) Company Limited Plantheon Company Limited Siriwana Company Limited Cristalla Company Limited Terragro Company Limited TCC Capital Company Limited TCC Holding Company Limited TCC Land Company Limited - None - Director Beer Thai (1991) Public Company Limited - None -

Board of Directors and Management Mr. Sithichai Chaikriengkrai Director Type Present Position Age Nationality Highest Education Governance Training of IOD UV Shareholding Year of Directorship Position in other Listed Companies Present Present Present Position in Non-Listed Companies Present Position in Rival Companies/ Connected Business that may cause conflict of interest Experience 1994 - 2004 Legal record in the past 10 years

Authorized Director Director / Executive Director 54 Years Thai Mini MBA Kasetsart University Directors Certification Program (DCP26/2003) DCP Refresher Course (2/2005) 0% (-0- shares) 1 Year 4 Months Director / Executive director Siam Food Products Public Company Limited Oishi Group Public Company Limited Executive director Berli Jucker Public Company Limited Director / Senior Vice President Thai Beverage Public Company Limited Director Adelfos Company Limited Eastern Seaboarn Industrial Estate (Rayong) Company Limited - None Director / Senior Executive Vice President Beer Thai (1991) Public Company Limited - None -

Mrs. Ornruedi Na - Ranong Director Type Authorized Director Present Position Director / Compensation and Nominating Committee / Executive Director / President Age 48 Years Nationality Thai Highest Education Master of Business Administration San Diego State University, U.S.A. Governance Training of IOD Role of the Compensation Committee Program (RCC7/2008) DCP Refresher Course (3/2006) Diploma of Directors Certification Program (DCP17/2002) UV Shareholding 0.89% (6,841,000 shares) Year of Directorship 8 Years 7 Months Position in other Listed Companies - None Position in Non-Listed Companies Present Director Lertrattakarn Company Limited ESCO Ventures Company Limited Prinventures Company Limited Kinnaree Property Fund S.U.N. Management Company Limited Grand Unity Development Company Limited Grand U Living Company Limited Excellent Energy International Company Limited Univentures Consulting Company Limited

Board of Directors and Management Position in Rival Companies/ Connected Business that may cause conflict of interest Experience 2002 – 2006 2000 – 2001 1998 – 2000 1994 – 1998 1986 – 1994 Legal record in the past 10 years

Univentures Asset Management Company Limited Forward System Limited Thai – Lysaght Company Limited Master Dei Institute Foundation - None Director Sansiri Venture Company Limited Director / Executive Vice President BOA Asset Management Limited Director / Executive Director Mahanakorn Asset Management Company Limited Director / Executive Vice President One Asset Management Company Limited Division Manager One Asset Management Company Limited - None -

Mr. Thanapol Sirithanachai Director Type Present Position Age Nationality Highest Education Governance Training of IOD UV Shareholding Year of Directorship Position in other Listed Companies Position in Non-Listed Companies Present Position in Rival Companies/ Connected Business that may cause conflict of interest Experience 2003 – 2006 2001 – 2003 1998 – 2001 Legal record in the past 10 years

Authorized Director Director / Executive Director / Managing Director 41 Years Thai Master of Business Administration University of Texas at Austin, U.S.A. Directors Certification Program (DCP39/2004) Directors Accreditation Program (DAP10/2004) 0.16% (1,200,000 shares) 5 Years 6 Months - None Director Lertrattakarn Company Limited ESCO Ventures Company Limited Prinventures Company Limited Kinnaree Property Fund S.U.N. Management Company Limited Grand Unity Development Company Limited Grand U Living Company Limited Univentures Consulting Company Limited Univentures Asset Management Company Limited Forward System Limited Thai – Lysaght Company Limited - None Director Sansiri Venture Company Limited Senior Vice President Bank of Asia Public Company Limited Board of Director /Executive Director Executive Vice President – Business Development and Acquisitions Department Sansiri Public Company Limited - None -

Board of Directors and Management Mrs. Kanyaratana Chok-oon-kit Present Position Executive Director / Chief Financial Officer Age 42 Years UV Shareholding 0% (-0- shares) Relationship With Management - None Highest Education Master of Business Administration Thammasat University Governance Training of IOD Director Certification Program (DCP 102/2008) Experience Present Director Lertrattakarn Company Limited Univentures Consulting Company Limited Univentures Asset Management Company Limited Forward System Limited Thai â&#x20AC;&#x201C; Lysaght Company Limited Grand Unity Development Company Limited Grand U Living Company Limited ESCO Ventures Company Limited 2001 - 2007 Executive Chief Financial Officer Siam Paragon Development Company Limited Jul 2001 - Dec 2001 Finance Director Supplier Connex Limited Jan 2000 - Jun 2001 Executive Vice President Asia Asset Management Limited Dec 1998 - Dec 1999 Financial Planning & Analysis Manager GE Capital (Thailand) Company Limited Aug 1996 - Dec 1998 Vice President, Investment Banking Asia Finance Public Company Limited May 1992 - Aug 1996 Vice President, Corporate Finance Feb 1990 - May 1992 Senior Management Accountant First Asia Securities Public Company Limited Nov 1987 - Feb 1990 Semi Senior Auditor SGV Na Thalang Company Limited Legal record in the past 10 years - None -

Board of Directors and Management Mr. Sutee Limpanachaipornkul Present Position Age UV Shareholding Relationship With Management Highest Education Governance Training of IOD Experience 2006 - 2008 2003 - 2006 2000 - 2002 1999 - 2000 1996 - 1998 1995 - 1996 Legal record in the past 10 years

Executive Vice President Project Development 34 Years 0.01% (100,000 shares) - None Master of Science in Construction Science & Management Clemson University, Clemson, SC, USA - None Construction Division Manager Capital Advisory Service (Thailand) Company Limited Senior Project Manager Sansiri Public Company Project Engineer Beers Skanska, Inc Atlanta, USA Graduate Assistant of Construction Management Department Clemson University South Carolina, USA Structural Engineer Kajima Design Asia Field Engineer BKK (1985) Public Company - None -

Mr. Khumpol Poonsonee Present Position Age UV Shareholding Relationship With Management Highest Education Governance Training of IOD Experience Present Present Present 2003 â&#x20AC;&#x201C; 2007 Legal record in the past 10 years

Senior Vice President, Business Development Department 37 Years 0.21% (1,573,000 shares) - None Master of Business Administration University of Newcastle upon Tyne, U.K. - None Director / Managing Director Univentures Consulting Company Limited Investment Committee Kinnaree Property Fund Director Cathay Asset Management Company Limited Director / Deputy Managing Director Univentures Consulting Company Limited - None -

Board of Directors and Management Mr. Alongkorn Prathanrasnikorn Present Position Age UV Shareholding Relationship With Management Highest Education Governance Training of IOD Experience Present Present 1998 â&#x20AC;&#x201C; 2007 Legal record in the past 10 years

Senior Vice President, Legal and Asset Management Department 43 Years 0.08% (601,000 shares) -NoneMaster of Law, McGeorge School of Law University of the Pacific, U.S.A. - None Director / Managing Director Univentures Asset Management Company Limited Director Lertrattakarn Company Limited Senior Fund Manager, Property Fund Management Department One Asset Management Limited - None -

Mr. Ponchai Lertchoomongkol Present Position Age UV Shareholding Relationship With Management Highest Education Governance Training of IOD Experience 2006 - 2008 2000 - 2004 1996 - 1999 Legal record in the past 10 years

Senior Vice President, IT Development Department 39 Years 0.02% (136,000 shares) - None Master of Business Administration Chulalongkorn University - None Manager Siam Piwat Company Limited IT Country Manager Credit Suisse Securities Thailand Company Limited IT Manager Thailand ING Baring Securities Company Limited - None -

Board of Directors and Management Miss. Pradthana Udomsin Present Position Vice President Accounting & Finance Department Age 47 Years UV Shareholding 0.05% (350,500 shares) Relationship With Management -NoneHighest Education Bachelor of Business Administration Ramkhamhaeng University Governance Training of IOD - None Experience 2006 - 2007 Assistant Managing Director Accounting & Finance Division Univentures Public Company Limited 2004 - 2007 Director Thai – Lysaght Company Limited 1998 - 2005 Accounting & Finance Manager Univentures Public Company Limited Legal record in the past 10 years - None -

Mr. Korntawat Kingngoen Present Position Age UV Shareholding Relationship With Management Highest Education Governance Training of IOD Experience Legal record in the past 10 years

Director / Managing Director, Thai - Lysaght Company Limited 43 Years 0.00% (3,000 shares) - None Bachelor Degree, Finance Thai Chamber of Commerce University Directors Certification Program (DCP71/2006) - None - - None -

Mr. Noppadol Theerasilp Present Position Age UV Shareholding Relationship With Management Highest Education Governance Training of IOD Experience 2003 – 2004 2001 – 2003 Legal record in the past 10 years

Director / Managing Director, Forward System Limited 51 Years 0.00% (15,600 shares) - None Master of Business Administration, International Business Pacific State University California, U.S.A. - None General Manager Modern Dynamic Golf Company Limited Project Manager Siam Polo Park Company Limited - None -

Corporate Governance Policy Univentures Public Company Limited is well aware of the importance of good corporate governance and believes that good corporate governance will benefit the company’s operations, increase company value and generate long term shareholder benefits, as well as building confidence in the shareholders, investors, and all parties concerned. In order that the management be carried out transparently, fairly and examinable, taking into account the rights and equalities of the shareholders and the responsibilities to the stakeholders, the Board of Directors has adopted a policy on the supervision of the business of the company in writing, which is in line with the principle of supervision of good corporate governance of the Stocks Exchange of Thailand and the regulations of the Securities and Exchange Commission, whereby it is regularly revised. Also, the policy on good corporate governance is communicated for clear knowledge and understanding to the directors, executives and staff of the Company so that they may practice it continuously, which cover the following principles: - - - - -

Responsibilities of the Board of Directors. Rights and equalities of shareholders and roles on stakeholders. Information disclosure and transparency. Risk management and internal control. Business ethics.

• Shareholders: Rights and Equalities of Shareholders

The Company attaches importance to the rights and equalities of the shareholders, by adopting it as a basic policy of the shareholders, which are, the right to receive share certificates and to transfer shares, the right to the share of profits of the Company, the right to receive information of the Company sufficiently and in time and in a suitable form for decision making. Besides, the Company also gives importance to the rights of shareholders in attending and casting their votes at the shareholders’ meetings for making important decisions of the Company, for example, election and removal of directors, approval of significant transactions which may affect the directions of the business operations of the Company, amendment of the Memorandum of Association and the Articles of Association of the Company, and approval of appointment of auditor. The company has specified that there be held an ordinary shareholders’ meeting once a year within 4 months from the end of the accounting period of the Company. And, in the case of urgency and necessity where an agenda needs to be proposed for consideration as a special case, the matter of which may affect or is related to the benefits of the shareholders or is concerned with the conditions or rules, laws, when an approval therefore is required from the shareholders, the Company will call an extraordinary shareholders’ meeting. Further, the Board of Directors is well aware of the rights of the shareholders, and, as such, has paved the way to one or several shareholders holding shares and with right to vote altogether not more than 5 percent of the total number of the rights to vote of the Company to propose an agenda and nominate persons for appointment of directors in advance, so as to show that the Company treats every shareholder fairly and equally. In addition, the Company has a policy to facilitate convenience to the shareholders and to treat all shareholders with equality and fairness, which is in line with the laws, by specifying that the right to cast votes at a meeting shall be per the number of shares each shareholder holds, whereby one share is entitled to one vote; by specifying that the independent directors must take care of the minority shareholders; by prescribing measures to prevent the use of inside information for personal gains or for other third parties dishonestly by the directors and the executives of the Company, including their spouses and underage children, whereby the directors and the executives are barred from trading the securities of the Company 1 month prior to the publication of the financial statements, and the directors and the executives shall also have the duty to report their holding of the securities of the Company and to prepare and send such reports to the Company for information, so that the director and the executives may not use the inside information to seek benefits which may cause damages to the shareholders as a whole.

Corporate Governance Policy •

Rights of Stakeholders The Company attaches importance to its care and consideration on all groups of stakeholders, both inside and outside the Company, namely shareholders, directors, staff of the Company, customers, trade partners, creditors, competitors, other agencies with whom the Company has transacted business, and also to social and environmental responsibilities, by adopting guidelines for compliance in the Company’s Code of Business Ethics, so that the directors, the executives, and the staff of the Company may strictly comply therewith in the course of their performance, and which is regarded as the duties and disciplines that everyone must follow, as follows:

Shareholders :

The Company will perform its duties with honesty and fairness, taking into account the growth of the value of the Company in the long-term period and the profitable returns to the shareholders.

Staff :

The Company regards that the staff are a valued factor of success in achieving its the targets. As such, it provides opportunities to all staff regularly in regard to learning and development of knowledge and ability to the full extent of their potential. The Company also pays special attention to the working environments so that it be safe to the life and the property of the staff. Besides, the Company provides fair remunerations to the staff, whether it be in respect of salaries, welfare and other forms of remunerations.

Customers :

The company attaches importance to customer satisfaction and confidence in a way that they must receive good quality products and services at fair prices, while at the same time maintaining good relations and providing a process that the customers may lodge complaints concerning the quality, quantity, safety of its goods and services. The Company ensures that the customers will be provided with information concerning its goods and services correctly and adequately and in time. The customers’ confidential information will also be protected, whereby it will not be disclosed without prior approval of the customers or the authorized persons of Company, and it will not be utilized illegitimately, except where it is an information that must be disclosed to a related third party under the provisions of the laws.

Competitors :

The Company treats its competitors within the purview of competition law, whereby it will not infringe on their secrets, nor will it seek to obtain trade secrets through dishonest means or other inappropriate ways. It will also not destroy the reputation of its trade competitors by making false and malicious accusations.

Business Partners : And / or Creditors

The Company takes into account equality and fairness, as well as its utmost benefits, basing on fair returns to both parties, while avoiding a situation that may lead to a conflict of interest, but strictly complying with its obligations

Communities and Society : The Company takes into consideration the benefits of all concerned as a whole and will not take any action that may damage the country’s reputation, environments, and public interest, whereby itencourages the staff to be responsible for the society by rendering assistances and supports to activities which are beneficial to the public within the community areas where the Company is located,particularly educational development programs. The Company is well aware of the compliance with the standards relating to safety, health, and environments, so as to prevent impacts that could cause the loss of life and property of the community and the environments.

Corporate Governance Policy • Shareholders’ Meeting In 2008 the Company held ordinary shareholders’ meeting according to the regulations of the Stock Exchange of Thailand, by complying with the guidelines on holding shareholders’ meeting of the Office of the Securities and Exchange Commission, so as to upgrade the quality of holding annual ordinary shareholders’ meeting of the Company, as follows:

Prior to the Date of Meeting of Shareholders In 2008 the Company held 1 ordinary shareholders’ meeting and 1 extraordinary shareholders’ meeting, whereby it disclosed the resolutions of the Board of Directors in regard to the holding of the shareholders’ meetings on the web site of the Stock Exchange of Thailand as well as its own web site. The Company had published the information on the notice to attend shareholders’ meeting containing details in full in its website 30 days before the date of the meeting and readily sent the notice to attend meeting to the shareholders, in which stated important agendas in full under the law, the regulations of the Stock Exchange of Thailand and the Articles of Association of the Company, namely details on meeting agendas which clearly mentioned whether it be a matter for acknowledgement, for approval or for consideration, as well as opinions of the Board of Directors in each agenda clearly, minutes of the past meeting, annual report and meeting documents, documents which must be used in regard to proxies, which explicitly explained the procedures in the authorization of such proxies. The notice to attend meeting had been sent to the shareholders 14 days prior to the meeting and it was also published in a Thai language daily newspaper for not less than 3 consecutive days and not less than 3 days before the day of meeting, so as to give sufficient time for the shareholders to make preparation in studying the information for consideration concerning the meeting agendas before attending the meeting. The notice to attend meeting was sent to all shareholders whose names were listed in the Shareholders Register as at the date of closing of the Shareholders Register of the Company. Also, independent directors were appointed as proxies of the shareholders. In the case shareholders wished to authorize other persons to attend the meeting, they may appoint any person or an independent director of the Company as their proxies.

Date of Shareholders’ Meeting The Company fixed the place, day and time of meeting that afforded convenience to all shareholders equally and it also provided confidence in regard to security measures for the shareholders. The Company had stated in the meeting documents sent together with the notice to attend meeting of the process and the steps of attending the meeting, including the examination of documents or evidences showing rights to attend meeting, the arrangements of personnel at the registration desk, and the designation of sufficient points of service for registration, whereby the shareholders may register to attend the meeting 1 hour before the starting time of the meeting and which continued until the meeting of shareholders was completed. The Company also provided a suitable reception party for the shareholders who came to attend the meeting. At the shareholders’ meeting, the President acted as the Chairman of the Meeting. Before the meeting was convened, the Chairman of the Meeting made a clarification on the details of the quorum, the method of casting votes, the counting of votes, the use of voting cards, the collection of voting cards, and the disclosure of the result of the counting of votes in each agenda in a clear and transparent way, and the keeping of voting cards for later verification. The shareholders were however given an opportunity to put forward their questions or to express their opinions suitably and sufficiently. The directors were then asked to make clarifications and to provide information to the shareholders. As for the casting of votes and the counting of votes, the Company strictly complied with the Articles of Association of the Company which states that 1 share equals to 1 vote and a resolution is by a majority of votes, whereby the voting cards were used specifically in the case where some shareholders lodged a protest or abstained from voting, and the voting cards shall be kept for verification thereafter. At the shareholders’ meeting, a total of 6 directors attended the meeting, comprising the President, director, Chairman of the Audit Committee, Audit Committee Member, Chairman of the Compensation and Nominating Committee, Compensation and Nomination Committee Member. The representatives from various agencies and the auditor of the Company also attended the shareholders’ meeting.

Corporate Governance Policy After the Shareholders’ Meeting

The Company reported the resolutions of its shareholders’ meeting via the news system of the Stock Exchange of Thailand on the following work day and also published same on the web site of the Company, stating the results of voting (for/against/abstention) in each agenda and sent the minutes of the shareholders’ meeting, in which recorded the list of names of directors attending the meeting, the results of voting (for/against/abstention) in the agenda required for approval of the shareholders, including the questions put forward by the shareholders in each agenda, as well as the clarification of the Company, to the Stock Exchange of Thailand and the government agencies concerned, within 14 days from the date of shareholders’ meeting, which was also published on the Company’s web site.

• Leadership and Visions

As the company has just started its real estate development projects in the first year after having shifted the business category to real estate business, hence, a designation of visions and strategies of the company is an important mission that the Board of Directors and the management have assigned the President to make a proposal for discussion before they are approved. The President has accordingly proposed that the company’s visions should be aimed at being a leading real estate development company and should be focused on efficiency. Such efficiency covers results of operations with fair and suitable price structure and costs, project development and investment with ratio of income structure from the sale and rent continuously, while at the same time maintaining to be a good operator who is responsible for the society and the environments and who develops good relations with the customers, particularly the after-sale services, and the executives as well as the staff must be professional enough and must maintain a high standard of etiquette on the operations. The strategies and business guidelines for the next 3 years, starting 2009 till 2011, will be set for use as operations guidelines. Nevertheless, the strategies can be adjusted, taking into account the readiness, the risk factors, the impacts on the company, and the market situation. The work plans, targets and budgets of each year will be considered and approved by the Executive Board and the Board of Directors.

Attending Training Courses of Board of Directors The Board of Directors attaches importance to a continuous attending of seminars of courses related to knowledge development and ability to perform duties of the directors. In this respect, the directors of the Company have attended training courses of the IOD so as to apply the knowledge and experience gained from such courses in developing the Company and its subsidiary companies, as follows:

Name - Surname 1 Miss Potjanee Thanavaranit 2 Mr. Suwit Chindasanguan

3 Mr. Nararat Limnararat 4 Mr. Thapana Sirivadhanabhakdi 5 Mr. Panot Sirivadhanabhakdi 6 Mr. Sithichai Chaikriengkrai 7 Mrs. Ornruedi Na-Ranong 8 Mr. Thanapol Sirithanachai

Courses - Directors Certification Program (DCP 17) - The Role of Chairman Program (RCP 13) - Role of the Compensation Committee Program (RCC 4) - The Role of Chairman Program (RCP 18) - Directors Certification Program (DCP 44) - Directors Accreditation Program (DAP 14) - Audit Committee Program (ACP 4) - Role of the Compensation Committee Program (RCC 1) - Improving the Quality of Financial Reporting (QFR 2) - Directors Certification Program (DCP – initial) - Finance for Non-Finance Director (FND - 2547) - Directors Accreditation Program (DAP 10) - Directors Certification Program (DCP 46) - Finance for Non-Finance Director (FND10) - Directors Certification Program (DCP 26) - DCP Refresher Course 2 - Diploma of Directors Certification Program (DCP 17) - DCP Refresher Course 3 - Role of the Compensation Committee Program (RCC 7) - Directors Certification Program (DCP 39) - Directors Accreditation Program (DAP 10)

Corporate Governance Policy Directors Orientation The Company arranges for an orientation of newly appointed directors, so that they may learn of the business policies of the Company, including related information, such as, capital structure, shareholders, results of operations, as well as laws, rules and information which are beneficial for the directors of the Company, as follows: 1 2 3 4 5 6 7 8 9

Public Company Limited Act B.E. 2535 (1992). Good Practices for Listed Company Directors. Certificate of Company Registration issued by Department of Business Development, Memorandum of Association, and Articles of Association of the Company. Good Business Governance Manual of the Company. Listed Company Directors Manual of SEC. Recommendations on Giving of IT for Listed Company of 2006. List of Inter-Related Transactions of Listed Company. Principle of Good Corporate Governance for Listed Company of 2006. Annual Report of the Company, both of Thai and English versions, and compact discs.

â&#x20AC;˘ Conflicts of Interest The Company has adopted a policy that none of its directors, executives, and staff may abuse their powers as directors, executives and staff to seek personal gains. This is clearly stated in the Code of Business Ethics in relation to practices for directors, executives and staff of the Company, which specifies that they must avoid making any transactions that are related to themselves which may cause a conflict of interest with the Company. In the event where it is necessary to make such transactions for the benefit of the Company, the Board of Directors prescribes that it must be so executed in line with the criteria laid down by the Stock Exchange of Thailand, whereby the prices and the conditions shall be as if they were made with third parties, and the directors or staff who have interests therein must have no part in the consideration of approval. In the case they are inter-related transactions under the Notice of the Stock Exchange of Thailand, it will be conducted in accordance with the criteria, procedures and disclosure of inter-related transactions of listed companies. Besides, the Board of Directors has prescribed a prohibition that there shall be no use of any opportunity or information obtained in the capacity of director, executive or staff to seek personal gains, nor shall be conducted a business that is deemed to be in competition with the Company or a business related to the business of the Company, and there shall be no use of inside information for oneâ&#x20AC;&#x2122;s own benefit in the buying/selling of shares of the Company, nor shall there be given inside information to any third party for the purpose of trading the shares of the Company.

â&#x20AC;˘ Code of Business Ethics The Company is committed to operating its business transparently, honestly, morally, and with responsibility to the stakeholders as well as the society and the environments. In this respect, it has prescribed the practices in its Code of Business Ethics, so that they be clear and convenient for the directors, executives and staff of the Company to know of the guidelines on the business conduct and the rules and regulations of the Company. The Company has also prescribed that it is the duty and responsibility of all directors, executives and staff to learn, understand and comply with the policies and practices set forth in the Code of Business Ethics, whereby the supervisors at all levels must set a good example and have the duty to encourage their subordinates to also observe the prescribed practices.

Corporate Governance Policy • Balance of Power of Non-Executive Directors The appointment of directors of the Company is in line with the resolution of the ordinary shareholders’ meeting as duly considered by the Compensation and Nominating Committee and the Board of Directors respectively. According to the Articles of Association of the Company, the Board of Directors comprises at least 5 directors. As at 31st December 2008, the Board of Directors had 8 directors, as follows: - 6 non-executive directors, or 75 percent of the total number of directors. There are 3 independent directors, or 37.50 percent of the total number of directors, a number of which is great enough to balance the power within the Board of Directors. - 2 executive directors. And for the year 2009, the Board of Directors has set that the non-executive directors will have the meeting without the executive directors or managements as necessary. Therefore, the stakeholders can rest assured that the directors of the Company will perform their duties in the capacity of the representatives of the shareholders quite independently and there is a suitable balance of power within the Board.

• Evaluation of Performances of Board of Directors and Committees The Board of Directors has passed a resolution approving an evaluation form of the entire Board of Directors for use in the evaluation of their own performances, whereby the Board will make such an evaluation every year, so that it may consider reviewing its accomplishments, issues and obstacles in the past year, and also preparing a summary of results of evaluation of its directors for consideration by the Board in order that the said evaluation be used in improving the operations so as to make it more efficient. Further, the Company also makes an evaluation of the performances of the President and the Managing Director at the same time.

• Aggregation and Segregation of Positions The Board of Directors specifies that the Chairman who is a non-executive director must not be the President, and he/she must not have any relations with the Management, whereby the roles, powers and duties, and responsibilities in the carrying out of works of the Board of Directors and the Management are clearly separated and stated in writing.

• Remunerations of Directors and Executive Officers The Board of Directors specifies that the Compensation and Nominating Committee shall consider fixing the remunerations of the directors, committee members and top executive officers of the Company. And, in order to motivate and keep quality directors, as required by the Company, who are comparable to those performing duties in the same industry, the directors and committee members who are assigned additional responsibilities should therefore receive increasing and suitable remunerations. As for the executive officers and the Management, they should receive remunerations in connection with the results of operations of the Company and the results of their performance individually, so as to follow the good corporate governance principle adopted by the Stock Exchange of Thailand, as well as the internationally recognized good corporate governance principles. The remunerations of directors shall be in accordance with the resolution approved by the ordinary shareholders’ meeting. Details of remunerations of directors and executive officers in 2008 are shown under the heading of remunerations of directors and executive officers.

• Meeting of Board of Directors The Company fixes the meetings of the Board of Directors in advance throughout the year and readily informs the directors of such scheduled meetings, whereby a meeting of the Board of Directors will be held at least once every quarter. In the case of urgency, there may be held a meeting of Board of Directors additionally according to suitability. In order that the Board of Directors may perform its duties efficiently, in holding a meeting of the Board of Directors the Company will send a notice to attend meeting stating the meeting agendas clearly, along with

Corporate Governance Policy the meeting documents which are complete and sufficient for the Board of Directors to study them at least 7 days before the meeting is held. Each meeting will take about 1-3 hours. All directors are given opportunities to discuss and express opinions openly. The Chairman of the Company shall compile opinions and conclusions obtained from the meeting. In the case where a director with significant vested interest in the matter under consideration, such director must leave the meeting during the consideration of the said matter. Minutes of the meeting are recorded in writing and presented to the Board of Directors for consideration before they are adopted at the next meeting. The documents filed comprise the minutes of the meeting which are in the form of original hardcopy files and in the form of electronics file, including the meeting documents, for the purpose of easy reference by the directors and concerned persons. In 2008 the Board of Directors held 4 ordinary meetings and 2 extraordinary meetings.

• Sub-committees The Board of Directors has appointed directors who have suitable knowledge and expertise as sub-committees to help perform duties, study and screen important matters which need to be supervised closely, and to propose their opinions to the Board of Directors accordingly. The structure, scope of duties and responsibilities of the sub-committees are detailed under the heading of Management.

• Internal Control and Internal Auditing The Board of Directors has set up an internal control system that covers finance, operations, and proceedings, so that they be in accordance with related laws, rules, and regulations. Also, the internal control system has an inspection mechanism and balance in regard to the preservation and the custody of the capital of the shareholders as well as the assets of the Company. There is an internal inspection department whose duties are to inspect and the performances of all departments to see if they are in line with the regulations so laid down. Efficiency and sufficiency of the internal control system are also assessed. Anyhow, the Board of Directors specifies that the internal inspection department must be independent for the purpose of effective inspection and balance, whereby it shall report directly to the Board of Directors regularly according to the scheduled period fixed. As regards the risk management, the Board of Directors has made arrangements that there be an assessment of risk factors, and has drafted a risk management plan to monitor and assess the results of operations under such plan, whereby the Board of Directors will review and follow up the important risk management items continuously.

• Risk management The Board of Directors has arranged for an assessment of risk factors, by designating risk management plans, monitoring, and assessing the operations according to the plans, whereby the Board of Directors continuously reviews the process and monitors key risk management. In 2008, the company has adopted a policy on monthly risk review and has jointly attended meetings with the Risk Assessment SubCommittee so as to analyze the risk factors, which, if occur, could send negative impacts and thus causing damages or making it impossible to achieve the target of the organization, and also to seek ways and means to prevent and rectify such risks in time. Summary reports are then sent to the Executive Board every month, while risk assessment reports are forwarded to the Board of Directors quarterly. As for 2009, the company has introduced a warning system, whereby reports will be sent to the Executive Board or the Board of Directors immediately as soon as the risk level reaches a significant mark.

• Reports of the Board of Directors The Board of Directors is responsible for the combined financial reports of the Company and of its subsidiary companies as well as financial information appearing in the Annual Report. However, the Board of Directors has assigned the Audit Committee to be responsible for the preparation of financial statements of the Company and of its subsidiary companies so that they be correct according to the generally accepted accounting standards in Thailand, that there be applied suitable accounting policy which is regularly practiced. The Board of Directors also has already given its opinions in the report of responsibility of the Board of Directors to the financial reports along with the report of the Audit Committee and the report of the certified auditor.

Corporate Governance Policy •

Relations with Investors

The Company has all along attached importance to the disclosure of financial information and non-financial information according to the stipulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, accurately, adequately, transparently, regularly and in time, throughout various channels, both directly and indirectly. It has also assigned the President and/or the Managing Director to communicate directly with the shareholders, investors and securities analysts both within and without the country. This was done by having arranged analyst meetings for the presentation of information in regard to the progress of the business operation as well as answering questions concerning the Company to the investors and securities analysts; by having participated in an event called the Opportunity Day organized by the Stock Exchange of Thailand where it had meetings with small investors; by having held press conferences for publication of press releases. Such proceedings are in addition to the disclosure of various information to the Stock Exchange of Thailand and via the web site of the Company, www.univentures.co.th, so that the stakeholders of all groups concerned with the activities of the Company may learn of its information equally. In addition, the investors can contact with the investor relation via the Company’s website www.univentures.co.th/newweb/ contactinvestor.html. in order to communicate with investors, broker analysts and related units or can directly contact at Univentures Public Company Limited 888/210-212 Mahatun Plaza Building, 2nd Floor Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 TEL : 0-2100-7100 FAX : 0-2 255-9418 Contact: Investor relation

• Overseeing Use of Inside Information The Company has a policy on disclosure of its information, transparency, financial reports, operations, by specifying as rules for practices respecting disclosure of financial information and others as related to the business and the results of operations of the Company which are accurate, complete, adequate, reliable, on a regular basis and in time, to the shareholders, investors, securities analysts and the general public. The Board of Directors also sees to it that there be strict compliance with the laws, rules and regulations governing disclosure of information and transparency. Whenever there is a change of directors or executives, or a change of shares trading according to the stipulations of the Office of the Securities and Exchange Commission, such are reported to the Compliance and Internal Control Department at all times and for the year 2009, all directors and managements will report their securities holding and disclose their interest and related persons to the Board of Directors of the Company, so as to ensure that the directors or the executives may manage and operate the business honestly and transparently, and that they may play a part in creating confidence among the shareholders and the general investors alike. In relation to the use of inside information, the Company regards that it shall be the responsibility of the directors, executives and staff, who must strictly maintain the confidential information of the Company, particularly the inside information which is not yet disclosed to the public or the information that may affect the business operations or the share prices. In this respect, it has been specified that no directors, executives, or staff of the Company shall utilize the opportunity or the information obtained in their capacity to seek personal gains; that no inside information shall be used for their personal benefits in the trading of the Company’s shares; that no inside information shall be given to any third party for the purpose of shares trading of the Company and in regard to businesses which is competitive to that of the Company or related business of the Company; and that no business secrets of the Company shall be disclosed to any third party, especially the competitors of the Company, even though they are no longer a director, executive officer or staff of the Company. As such, in order to prevent the directors, executives and staff who have access to the information of the Company from utilizing such information they have come across for seeking benefits, which is a violation of their duties and responsibilities to the Company and the shareholders, it is prescribed that such information may only be made known to the directors and top executives concerned, and it is prohibited for the directors and executives to trade in the securities of the Company 1 month before the financial statements are published, whereby every 3 months the Company will notify the Board of Directors and the Management of the period during which the buying/selling of the Company’s shares is prohibited.

Corporate Governance Policy Any violation which causes the Company to sustain damages or to lose business opportunities, the Company shall regard such as an action that is against the policy and the Code of Business Ethics, whereby the violator shall be subject to severe disciplinary punishment, not to mention that he/she is also punishable under the Securities and Exchange Act B.E. 2535 (1992). In addition. For the year 2009, the Company will set the guideline for consideration of the complaint or recommendation of the persons who have interest via the website www.univentures.co.th Meeting Attendance of Each Director List of Directors 1. 2. 3. 4. 5. 6. 7. 8.

Miss Potjanee Thanavaranit Mr. Suwit Chindasanguan Mr. Nararat Limnararat Mr. Thapana Sirivadhanabhakdi Mr. Panot Sirivadhanabhakdi Mr. Sithichai Chaikriengkrai Mrs. Ornruedi Na-Ranong Mr. Thanapol Sirithanachai

Board of Directors 6/6 6/6 6/6 6/6 6/6 6/6 6/6 6/6

Attendance of Meetings (Times) Audit Compensation Committee and Nominating Committee 7/7 1/1 7/7 7/7 1/1 1/1 7/7 1/1 7/7 -

Management 10/11 8/11 11/11 11/11 11/11

Securities Holding of Directors of 2008

1. Miss Potjanee Thanavaranit

No. of Shares Held -

ESOP #2 Allocated Remaining -

ESOP #3 Allocated Remaining -

2. 3. 4. 5. 6. 7. 8.

500,000 215,648,563* 215,648,563* 6,841,000 1,200,000

500,000 2,497,500 -

2,002,500 3,500,000

List of Directors

**Warrants expired in September 2008 Note : Being the holding of shares indirectly via the Adelfos Co., Ltd. which holds shares in the Univentures Public Company Limited at 431,297,126 shares and Mr. Thapana Sirivadhanabhakdi and Mr. Panot Sirivadhanabhakdi hold shares in the Adelfos Co., Ltd. altogether at 100 %.

Mr. Suwit Chindasanguan Mr. Nararat Limnararat Mr. Thapana Sirivadhanabhakdi Mr. Panot Sirivadhanabhakdi Mr. Sithichai Chaikriengkrai Mrs. Ornruedi Na-Ranong Mr. Thanapol Sirithanachai

800,000**

Note -

Corporate Governance Policy Remunerations of Company’s Directors of 2008

1. 2. 3. 4. 5. 6. 7. 8.

•

List of Directors

Board of Directors

Miss Potjanee Thanavaranit Mr. Suwit Chindasanguan Mr. Nararat Limnararat Mr. Thapana Sirivadhanabhakdi Mr. Panot Sirivachanabhakdi Mr. Sithichai Chaikriengkrai Mrs. Ornruedi Na-Ranong Mr. Thanapol Sirithanachai

324,000 204,000 204,000 204,000 204,000 204,000 204,000 204,000

Remunerations (Baht) Audit Committee Compensation and Nomination Committee 360,000 22,000 480,000 360,000 18,000 18,000 18,000

Management

300,000 240,000 240,000

Total 706,000 684,000 582,000 522,000 444,000 444,000 222,000 204,000

Auditor and Auditor’s Fee The Audit Committee is responsible for the preliminary selection of the auditor, basing on the qualifications, the independency and the ability to review the financial statements within the designated timeframe, and who has knowledge and expertise in relation to auditing services, while also understanding the business of the group of companies. The Audit Committee shall then forward its opinion to the Board of Directors for consideration and nominating the said auditor for appointment at the shareholders’ meeting.

Auditor’s Fee In the past fiscal year the Company and its subsidiary companies paid the auditor’s fee to the the KPMG Phoomchai Audit Ltd., with whom the auditor works, in the total amount of Baht 2,700,000, consisting of auditor’s fee of the Company at Baht 950,000 and for the subsidiary companies at Baht 1,750,000.

Non-Audit Fee In the past fiscal year, the Company and its subsidiary companies did not make payment of any non-audit fee to the auditor, person or business related to the auditor and the auditing office where the auditor was employed, and there were no future expenses arisen from an agreement that the services therefore were not yet completed in the past fiscal year.

•

Legal Disputes

Legal Case That May Render Negative Effects on Assets The Company has no legal cases which may render negative effects on the assets of the Company and of its subsidiary companies of an amount higher than 5 percent of the shareholder’s equity as at the end of the last fiscal year, or legal cases of an amount higher than 10 percent of the revolving assets as at the end of the fiscal year.

Legal Case That May Affect Business Operations Significantly The Company has no legal cases that have significant legal effects on its business operations but which cannot be assessed in figures, or any legal cases not arisen from its normal business operations.

Report of the Audit Committee To The Shareholders The Audit Committee of Univentures Public Company comprises 3 independent directors, all of whom have had knowledge, abilities, expertise and experience in specific fields, and have also possessed full qualifications under the rules of the Audit Committee, with Mr. Suwit Chindasanguan as Chairman, Miss Potjanee Thanavaranit and Mr. Norarat Limnorarat as Audit Committee members. Each member of the Audit Committee has no part in the management, and is not also an executive officer or a staff or a person with power to control the company or the subsidiary companies and joint companies whatsoever. The Audit Committee has performed its duties according to the scope of duties and responsibilities as assigned by the Board of Directors and which are in accordance with the code of best practices of Audit Committee prescribed by the Stock Exchange of Thailand, including a review on financial reports, a review on suitability of internal control system, a review on disclosure of information in the case there arise related transactions or transactions that may have conflicts of interest, so as to ensure that it be carried out accurately and adequately, as well as a selection and nomination of a certified auditor of the Company for appointment, and the auditorâ&#x20AC;&#x2122;s fee. In 2008, the Audit Committee held altogether 7 meetings, and each meeting was always attended by all Audit Committee members. The Audit Committee also held joint meetings with the representatives of the Management, the auditor, and the internal auditor, whereby it had reviewed the preparation of the past quarterly and annual financial reports duly audited by the certified public accountant. In this regard, the responsible executives had answered certain queries put forward by the Audit Committee before the Audit Committee approved the financial statements. The financial statements considered each time had been prepared in accordance with the generally accepted accounting standards, and there had been disclosed significant data adequately and accurately in the material parts according to the opinion of the certified public accountant attached to the said quarterly and annual financial statements before forwarding same to the Board of directors for approval. Besides, the Audit Committee has reviewed the qualifications of the said auditor and it is of an opinion that her qualifications are in line with the requirements set forth by the Notices of the Office of the Securities and Exchange Commission and of the Stock Exchange of Thailand and has also considered the appropriate fee of the auditor. Hence, the Audit Committee has passed a resolution that a proposal be forwarded to the Board of Directors of the Company to seek an approval from the General Meeting of Shareholders that an auditor from the KPMG Phoomchai Auditor Limited be appointed as the auditor of the Company and that his/her fee be accordingly fixed for the year 2008. Further, the Audit Committee has given its opinion that the Company had suitable and sufficient internal control system, that there were no significant shortcomings, and there had been disclosure of information to the public adequately, and the law governing securities and exchange, the regulations of the Stock Exchange of Thailand, and the law concerning the businesses of the company, had duly and correctly been complied with. Also, related transactions or transactions that may have conflicts of interest had duly been reviewed, for the purpose of transparency.

Mr. Suwit Chindasanguan Chairman of Audit Committee

Report of the Board of Directorsâ&#x20AC;&#x2122; Responsibillity in Financial Statements The Board of Directors of Univentures Public Company Limited is responsible for the combined financial statements of Univentures Public Company Limited and its subsidiary companies, as well as IT financial information shown in the annual report and in the financial statements of the Company. The said financial statements had been prepared according to the generally accepted accounting standards, by choosing suitable accounting policy for practices regularly, while there had also been disclosed significant information sufficiently and transparently in the Notes to Financial Statements, for the benefits of both shareholders and general investors alike. The said financial statements had been audited and opinionated unconditionally by an independent auditor. The financial statements of the Company and its subsidiary companies had been audited by Mr. Nirand Lilamethwat, a certified public accountant of registration No. 2316 of the KPMG Phoomchai Audit Ltd, who is recognized by the Office of the Securities and Exchange Commission. The Board of Directors has set up and maintained a suitable and effective internal control system, so as to ensure that the recordings of accounting data of the Company and its subsidiary companies are correct, complete, sufficient, in time, and that there be a prevention of corruption opportunities or significant irregularities. As such, in order that there be conducted a revision on the internal control system continuously and that there be a review on the working system regularly, the Board of Directors has duly appointed an Audit Committee, comprising independent committee members, whose responsibilities are to review the financial reports of the Company and of its subsidiary companies, so that there be presented accurate and adequate information, as well as having reliable internal control system and internal auditing. The Audit Committeeâ&#x20AC;&#x2122;s opinions on the said matters appear in the Audit Committeeâ&#x20AC;&#x2122;s Report already shown in this Annual Report. The Board of Directors is of an opinion that on the whole the internal control system of the Company and of its subsidiary companies are satisfactory and can create confidence reasonably that the financial statements of the Univentures Public Company Limited and of its subsidiary companies for the year ending 31st December 2008 have shown the financial position and the results of operations accurately and reasonably in the material parts according to the generally accepted accounting standards.

Miss Potjanee Thanavaranit Chairman of the Board

Report of Independent Auditor To the Shareholders of Univentures Public Company Limited I have audited the accompanying consolidated and separate balance sheets as at 31 December 2008, and the related statements of income, changes in shareholdersâ&#x20AC;&#x2122; equity and cash flows for the year then ended of Univentures Public Company Limited and its subsidiaries, and of Univentures Public Company Limited, respectively. The Companyâ&#x20AC;&#x2122;s management is responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to express an opinion on these financial statements based on my audit. The consolidated financial statements and the Companyâ&#x20AC;&#x2122;s financial statements of Univentures Public Company Limited and its subsidiaries, and of Univentures Public Company Limited, respectively, for the year ended 31 December 2007 were audited by another auditor whose report dated 28 February 2008 expressed an unqualified opinion on those financial statements. 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 statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the financial position as at 31 December 2008 and the results of operations and cash flows for the year then ended of Univentures Public Company Limited and its subsidiaries, and of Univentures Public Company Limited, respectively, in accordance with generally accepted accounting principles.

KPMG Phoomchai Audit Ltd. Bangkok 26 February 2009

(Nirand Lilamethwat) Certified Public Accountant Registration No. 2316

Balance Sheets Univentures Public Company Limited and its Subsidiaries As at December 31, 2008 and 2007 (Unit : Baht) Consolidated Financial Statements

Separate Financial Statements

Notes

2008

2007

2008

Cash and cash equivalents

894,920,634

825,081,679

Current investments

Trade accounts receivable

127,698,035

216,042,397

118,016,223 201,410,280

155,041,269

296,594,175

287,749,227 368,569,816

Inventories

151,931,662

141,406,931

133,266,560 118,290,641

Properties under development

209,677,733

56,421,045

Assets

2007

Current assets -

101,183,966

595,463,090 581,142,660 -

100,000,000

Other receivable from and short-term loans to related parties

Properties for sale Other current assets

43,285,327 10

Total current assets

164,226,593

14,716,449

4,626,446

9,715,051

1,746,781,253 1,651,446,642 1,139,121,546 1,379,128,448

Non-current assets Deposit at bank under commitment

Investments in subsidiaries and associate companies

74,080,573

50,950,843

Investments in equity securities available for sale

33,306,266

69,705,398

4, 12

346,257,101

171,356,681

Property, plant and equipment

236,574,181

205,655,128

Intangible asset

3,435,055

Properties under development for lease

Goodwill

546,000

679,977

299,580

Other non-current assets

9,864,050

9,538,389

Total non-current assets

704,197,203

508,052,019

Total asset

564,907,578 349,461,532

149,527,568 125,697,886 3,093,617 3,721,242

3,536,128

721,250,005 478,695,546

2,450,978,456 2,159,498,661 1,860,371,551 1,857,823,994

The accompanying notes are an integral part of these financial statements

Balance Sheets (continued) Univentures Public Company Limited and its Subsidiaries As at December 31, 2008 and 2007 (Unit : Baht) Liabilities and equity

Consolidated Financial Statements 2008 2007

Notes

Separate Financial Statements 2008 2007

Current liabilities Bank overdrafts and short-term loans from financial institutions

1,210,148

Trade accounts payable

26,162,310

36,921,905

8,367,078

31,972,865

10,727,228

32,850,000

3,599,477

6,859,056

57,114

137,073

57,114

137,073

5,400,629

27,632,035

5,045,572

21,028,598

47,288,949

123,030,311

6,640,347

3,891,526

89,636,230

221,781,472

23,709,588

63,889,118

Other payable to and short-term loans from related parties Current portion of liabilities under hire purchase agreement Income tax payable Other current liabilities

Total current liabilities Non-current liabilities Long-term loan from financial institution

Liabilities under hire purchase agreement

Rental received in advance from related part

90,000,000 -

57,114

250,000,000

Other non-current liabilities

5,990,000

Total non-current liabilities

345,990,000

57,114

Total liabilities

435,626,230

221,838,586

The accompanying notes are an integral part of these financial statements

23,709,588

63,946,232

Balance Sheets (continued) Univentures Public Company Limited and its Subsidiaries As at December 31, 2008 and 2007 (Unit : Baht) Consolidated Financial Statements

Separate Financial Statements

2008

2007

2008

Authorised share capital

944,528,490

944,528,490 944,528,490

Issued and paid-up share capital

764,766,980

762,268,274

764,766,980 762,268,274

474,567,342

473,332,950

474,567,342 473,332,950

147,567,416

138,033,416

110,261,000 103,091,000

(56,698,662)

(20,307,030)

998,860

Liabilities and equity

Notes

2007

Equity Share capital

Reserves

Share premium Revaluation surplus on land

Unrealised loss on investments Share subscription received in advance

Retained earnings Appropriated Legal reserve Unappropriated Total equity attributable to equity holders of the Company Minority interests

50,862,333

45,402,000

489,910,862

509,868,090

48,380,333

42,920,000

438,686,308 411,266,678

1,870,976,271 1,909,596,560 1,836,661,963 1,793,877,762 144,375,955

28,063,515

Total equity

2,015,352,226 1,937,660,075 1,836,661,963 1,793,877,762

Total liabilities and equity

2,450,978,456 2,159,498,661 1,860,371,551 1,857,823,994

The accompanying notes are an integral part of these financial statements

Income Statements Univentures Public Company Limited and its Subsidiaries As at December 31, 2008 and 2007 (Unit : Baht)

Notes Revenues

Consolidated Financial Statements

Separate Financial Statements

2008

2007

4, 20

Revenue from sale of goods and rendering of services

1,072,204,443 1,361,221,472 1,000,806,606 1,139,372,030

Revenue from sale of units in condominium project

64,756,139

97,078,290

Interest income

43,063,855

43,159,981

43,482,593

42,325,901

36,599,662

45,736,641

91,156,484

67,823,021

Other income

22,750,407

Share of profits from investments accounted for using the equity method

Total revenues Expenses

1,239,374,506 1,547,196,384 1,135,445,683 1,249,520,952 4

Cost of goods sold and rendering of services

944,216,411 1,185,156,680

Cost of sale of units in condominium project Selling and administrative expenses

893,972,513 987,857,405

52,626,031

80,535,130

164,455,367

113,181,801

94,312,180

70,252,761

7,995,413

21,976,272

Loss on impairment in value of investment in subsidiaries and associates

Share of losses from investments accounted for using the equity method

Total expenses

9,890,205

1,161,297,809 1,388,763,816

Profit before interest and income tax expenses

996,280,106 1,080,086,438

78,076,697

158,432,568

780,781

2,007,553

21,596

1,180,645

31,061,846

54,473,928

29,937,328

45,893,489

46,234,070

101,951,087

109,206,653 122,360,380

61,829,795

100,945,836

109,206,653 122,360,380

(15,595,725)

1,005,251

46,234,070

101,951,087

Basic

0.08

0.16

0.14

0.19

Diluted

0.08

0.15

0.14

0.19

Interest expense Income tax expense

4, 24 25

Profit for the year

139,165,577 169,434,514

Attributable to: Equity holders of the Company

Minority interests Profit for the year Earnings per share

109,206,653 122,360,380

The accompanying notes are an integral part of these financial statements

8,130,900

(28,437,930)

762,268,274 473,332,950 138,033,416 (20,307,030)

The accompanying notes are an integral part of these financial statements

Balance at 31 December 2007

Legal reserve

3,652,050 -

10,312,375 -

221,500,000 228,634,168

Retained earnings

Consolidated financial statements

998,860

12,477,385

(13,964,425)

2,485,900

8,130,900

(6,371,000)

12,477,385

450,134,168

(53,294,180) (53,294,180)

100,945,836 109,076,736

100,945,836 100,945,836

45,402,000 509,868,090 1,909,596,560

6,371,000

39,031,000 468,587,434 1,391,202,451

Share Total equity Revaluation Unrealised subscription Appropriated attributable to surplus on loss on received in to legal equity holders property investments advance reserve Unappropriated of the Company

Reserves

530,455,899 241,046,732 138,033,416

Share premium

Share subscription received in advance

Increase in ordinary shares as a result of warrants exercise

Increase in ordinary shares

Issue of share capital

Dividend

Increase in share capital as result of minority interest

Total recognised income

Profit for the year

Net income recognised directly in equity

Unrealised gain on investmnents

Balance at 1 January 2007

Issued and paid-up Note share capital

Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Baht)

Total equity

8,130,900

12,477,385

450,134,168

(53,294,180)

20,510,142

28,063,515 1,937,660,075

20,510,142

1,005,251 110,081,987

1,005,251 101,951,087

6,548,122 1,397,750,573

Minority interests

Statements of changes in equity

52 -

474,567,342

764,766,980

1,234,392

2,498,706

The accompanying notes are an integral part of these financial statements

Balance at 31 December 2008

Legal reserve

Share subscription received in advance

Increase in ordinary shares as a result of warrants exercise

Issue of share capital

Dividend

Acquisition of subsidiary

Increase in share capital as result of minority interest

Total recognised income

Profit (loss) for the year

Land revaluation

Net income recognised directly in equity

473,332,950

762,268,274

Unrealised loss on investments

Balance at 1 January 2008

Issued and paid-up Share Note share capital premium

Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Baht) Retained earnings

147,567,416

9,534,000

138,033,416

(56,698,662)

(36,391,632)

(20,307,030)

2,734,238

(3,733,098)

998,860

50,862,333

5,460,333

45,402,000

Total equity attributable to equity holders of the Company

2,734,238

(76,326,690)

34,972,163

61,829,795

(26,857,632)

9,534,000

(36,391,632)

489,910,862 1,870,976,271

(5,460,333)

(76,326,690)

61,829,795

509,868,090 1,909,596,560

Share Revaluation Unrealised subscription Appropriated surplus on loss on received in to legal property investments advance reserve Unappropriated

Reserves

Consolidated financial statements

Total equity

2,734,238

(76,326,690)

(91,835)

132,000,000

19,376,438

46,234,070

(26,857,632)

9,534,000

(36,391,632)

144,375,955 2,015,352,226

(91,835)

132,000,000

(15,595,725)

28,063,515 1,937,660,075

Minority interests

Statements of Changes in Equity

27 17 17 18

Total recognised income

Dividend Issue of share capital

Increase in ordinary shares as a result of warrants exercise

Share subscription received in advance

Legal reserve

The accompanying notes are an integral part of these financial statements

Balance at 31 December 2008

Profit for the year

764,766,980

2,498,706

Revaluation surplus on land

Net income recognised directly in equity

762,268,274

Balance at 1 January 2008 13

762,268,274

Legal reserve

Balance at 31 December 2007

10,312,375

Increase in ordinary shares as a result of warrants exercise

Share subscription received in advance

221,500,000

Increase in ordinary shares

Dividend Issue of share capital

474,567,342

1,234,392

473,332,950

3,652,050

228,634,168

Total recognised income

241,046,732 -

530,455,899

Share premium

Note

Issued and paid-up share capital

Reserves

Profit for the year

Balance at 1 January 2007

Statements of changes in equity For the years ended 31 December 2008 and 2007 (Unit : Baht)

110,261,000

7,170,000

103,091,000

Revaluation surplus on property

2,734,238

(3,733,098)

998,860

12,477,385

(13,964,425)

2,485,900

Share subscription received in advance

48,380,333

5,460,333

42,920,000

6,120,000

36,800,000

12,477,385

450,134,168

(53,294,180)

122,360,380

2,734,238

(76,326,690)

116,376,653

109,206,653

7,170,000

438,686,308 1,836,661,963

(5,460,333)

(76,326,690)

109,206,653

411,266,678 1,793,877,762

(6,120,000)

(53,294,180)

122,360,380

348,320,478 1,262,200,009

Appropriated Unappropriated Total equity to legal attributable to reserve equity holders of the Company

Separate financial statements Retained earnings

Statements of Changes in Equity

Statements of Cash Flows Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Baht) Consolidated financial statements

Separate financial statements

2008

2007

2008

2007

46,234,070

101,951,087

109,206,653

122,360,380

Depreciation and amortisation

13,011,473

11,300,859

6,217,596

6,052,220

Interest income

(43,063,855)

(43,159,981)

(43,482,593)

(42,325,901)

Dividend income

(4,458,493)

(2,519,117)

(48,113,338)

(43,913,717)

Interest expense

780,781

2,007,553

21,596

1,180,645

8,209,149

3,463,461

20,136,644

2,253,451

20,579,810

7,995,414

21,976,272

Unrealised loss on exchange

46,747

Gain on sale of loan collatral

(7,879,321)

Gain on decreasing of investment unit of property fund (subsidiary)

Gain on sale of investment in subsidiary

(2,245,155)

(7,341,139)

Share of (profits) loss from investments accounted for using the equity method

(22,750,407)

9,890,205

Income tax expense

31,061,846

54,473,928

29,937,328

45,893,489

3,209,601

Cash flows from operating activities Profit for the year Adjustments for

Doubtful debts expense Loss on obsolescence of inventories Loss on impairment in value of investment in subsidiaries and associates

Gain on disposal of property, plant and equipment

Write off of receivable-revenue department

38,753,651

(132,226) (181,222)

(4,459,808) (1,521)

132,396,275

82,095,765

113,435,121

88,297,615

11,397,786

83,347,310

1,989,193

8,248,310

1,002

(1,583,427)

1,715,946

(30,661,375)

(15,692,618)

(35,555,729)

(30,811,757)

Project development cost

(147,266,688)

80,535,130

Land and building for sale

(43,285,327)

Changes in operating assets and liabilities Deposit at bank under commitment Trade accounts receivable Other receivable from related parties Inventories

546,000

The accompanying notes are an integral part of these financial statements

Statements of Cash Flows (continued) Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Baht) Consolidated financial statements 2008

Separate financial statements

2007

2008

2007

(151,110,888)

2,024,509

2,465,264

(3,052,203)

Other non-current assets

(704,747)

(1,643,300)

(185,114)

(265,541)

Trade accounts payable

(10,759,595)

7,118,881

(23,605,787)

11,674,184 -

Changes in operating assets and liabilities Other current assets

Other payable to related parties

1,744,478

(3,259,579)

Other current liabilities

(75,741,362)

(18,136,232)

2,748,821

(9,396,210)

Income taxes paid

(53,293,252)

(43,914,892)

(45,920,354)

(40,445,891)

(375,233,180)

154,086,541

60,547,170

44,842,842

83,279,905

18,247,493

84,175,834

17,001,660

4,458,493

7,852,451

48,113,338

61,711,283

(35,347,704)

(8,456,740)

(23,197,355)

(3,530,443)

Sale of property, plant and equipment

2,923,518

2,353,266

569,921

56,000

Purchase of intangible asset

(3,162,240)

Loans to related parties

95,711,970

168,546,700

44,334,200

111,312,740

Loans to other parties

5,000,000

Property under development for lease

(174,900,420)

(64,612,032)

Cash receipts from sale of current investments

101,183,966

100,000,000

Net cash outflow on current investments

(100,240,116)

(100,000,000)

Cash receipts from decreasing of investment unit of property fund (subsidiary)

116,672,933

158,200,586

Net cash outflow on acquisition of subsidiary

(338,494,601) (118,325,129)

Net cash provided by (used in) operating activities Cash flows from investing activities Interest received Dividends received Purchase of property, plant and equipment

Net cash outflow on acquisition of associate

(1,487,626)

(17,569,738)

(1,487,626)

(14,169,738)

Cash receipts from purchase of common stock in subsidiary

31,218,393

Cash receipts from sales of loan collateral

7,879,321

Net cash provided by investing activities

72,659,862

50,218,998

27,524,404

112,256,959

The accompanying notes are an integral part of these financial statements

Statements of Cash Flows (continued) Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2008 and 2007 (Unit : Baht) Consolidated financial statements Separate financial statements 2008

2007

2008

2007

Cash flows from financing activities Interest paid

(648,031)

(2,007,553)

(21,596)

(1,180,645)

(76,326,713)

(53,294,180)

(76,326,713)

(53,294,180)

(1,210,148)

(82,803,311)

(50,000,000)

(24,000,000)

(16,000,000)

(13,000,000)

(137,073)

90,000,000

250,000,000

(998,860)

3,733,098

462,611,553

Cash receipt from share subscription from minority interest of subsidiary

132,000,000

(591,799)

3,733,098

Net cash provided by (used in) financing activities

372,412,273

307,914,710

(73,751,144) 345,136,728

69,838,955

512,220,249

14,320,430

502,236,529

Cash and cash equivalents at beginning of period

825,081,679

312,861,430

581,142,660

78,906,131

Cash and cash equivalents at end of period

894,920,634

825,081,679

595,463,090

581,142,660

Dividend paid to equity holders of the Company Decrease in bank overdrafts and short-term loan from financial institutions Repayment of short-term loans from related parties Liabilities under hire purchase agreement Cash receipt from long-term financial institutions Rental received in advance from related party Share subscription received in advance Proceeds from issue of shares

Net increase in cash and cash equivalents

The accompanying notes are an integral part of these financial statements

Notes To Financial Statements Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2008 and 2007

Note

Contents

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34

General information Basis of preparation of the financial statements Significant accounting policies Related party transactions and balances Cash and cash equivalents Other investments Trade accounts receivable Inventories Properties under development Other current assets Investments in subsidiaries and associates Properties under development for lease Property, plant and equipment Intangible assets Interest-bearing liabilities Other current liabilities Share capital Reserves Warrants Segment information Other income Selling and administrative expenses Personnel expenses Interest expense Income tax Earnings per share Dividend Changes in accounting policy Financial instruments Commitments with non-related parties Contingent liabilities Events after the balance sheet date Thai Accounting Standards (TAS) not yet adopted Reclassification of accounts

Notes To Financial Statements These notes form an integral part of the financial statements. The financial statements were authorised for issue by the Board of Directors on 26 February 2009. 1.

General information Univentures Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office at 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok. The Company was listed on the Stock Exchange of Thailand on 9 December 1988. The parent company during the financial year was Adelfos Company Limited, incorporated in Thailand. At the extraordinary shareholders’ meeting held on 20 August 2008, the Company’s shareholders passed the resolution to transfer the Company’s zinc oxide business to Thai-Lysaght Co., Ltd., a 100% owned subsidiary. The business was transferred in January 2009. The principal activities of the group of Company are property development businesses and the manufacture and sales of zinc oxide. Details of the Company’s subsidiaries as at 31 December 2008 and 2007 were as follows: Name of the entity

Type of business

Country of incorporation

Ownership interest (%) 2008

2007

Direct subsidiaries Thai-Lysaght Co., Ltd. Forward System Limited Univentures Consulting Co., Ltd. Univentures Asset Management Co., Ltd. Kinnaree Property Fund (1% indirectly held through private fund of subsidiaries) ESCO Ventures Co., Ltd. Lertrattakarn Co., Ltd. Grand Unity Development Co., Ltd.

(In 2007, 11% indirectly held through Univentures Asset Management Co., Ltd.)

Indirect subsidiaries Grand U Living Co., Ltd.

(Formerly: Hi-rise Development Co., Ltd.). (99.98% indirectly held through Grand Unity Development Co., Ltd.)

Sales of zinc oxide and chemicals Sales of time recorders and parking control equipments Finance and investment consulting

Thailand Thailand

100.00 99.99

Thailand

100.00

Investment and management consulting Property fund

Thailand

100.00

Thailand

98.88

Investments in energy services business Property development business Property development business (condominium)

Thailand

75.00

Thailand Thailand

100.00 60.00

Property development business (condominium)

Thailand

59.99

58.98

Notes To Financial Statements 2.

Basis of preparation of financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand.

The Group has adopted the following new and revised Thai Accounting Standards (TAS) which were issued by the FAP during 2007 and effective for accounting periods beginning on or after 1 January 2008: TAS 25 (revised 2007) TAS 29 (revised 2007) TAS 31 (revised 2007) TAS 33 (revised 2007) TAS 35 (revised 2007) TAS 39 (revised 2007) TAS 41 (revised 2007) TAS 43 (revised 2007) TAS 49 (revised 2007) TAS 51

Cash Flows Statements Leases Inventories Borrowing Costs Presentation of Financial Statements Accounting Policies, Changes in Accounting Estimates and Errors Interim Financial Reporting Business Combinations Construction Contracts Intangible Assets

The adoption of these new and revised TAS does not have any material impact on the consolidated and separate financial statements. The FAP has issued during 2008 a number of revised TAS which are only effective for financial statements beginning on or after 1 January 2009 and have not been adopted in the preparation of these financial statements. These revised TAS are disclosed in note 32. The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest thousand unless otherwise stated. They are prepared on the historical cost basis except as stated in the accounting policies. The preparation of financial statements in conformity with TAS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These judgements, estimates and assumptions are based on historical experience and various other factors, including management’s assessment of the potential impact on the Group’s operations and financial position of the global economic crisis. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Significant accounting policies (a.) Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates. Significant intra-group transactions between the Company and its subsidiaries are eliminated on consolidation.

Notes To Financial Statements Subsidiaries Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Associates Associates are those companies in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Groupâ&#x20AC;&#x2122;s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Groupâ&#x20AC;&#x2122;s share of losses exceeds its interest in an associate, the Groupâ&#x20AC;&#x2122;s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

(b.) Forrign Currencies Foreign currency transactions Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income. Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions. (c.) Derivative financial instruments Derivative financial instruments are used to manage exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. Derivative financial instruments are not used for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments. Derivative financial instruments are recognised initially at fair value; attributable transaction costs are recognised in the statement of income when incurred. Subsequent to initial recognition, they are remeasured at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the statement of income. (d.) Cash and cash equivalents Cash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows. (e.) Trade and other accounts receivable Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts. The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred.

Notes To Financial Statements (f.) Inventories Raw materials, work in progress and finished goods Inventories are stated at the lower of cost and net realisable value. Raw materials, factory supplies and processing materials are calculated using specific principle and the first in first out principle, respectively. Finish goods and work in process are calculated using the first in first out principle. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. Properties under development, properties for sale and Properties under development for lease Properties under development, properties for sale and Properties under development for lease are stated at specifically identified cost, including borrowing costs capitalised, aggregate cost of development, materials and supplies, wages and other direct expenses, less any allowance considered necessary by the management. Properties held for sale are stated at the lower of cost and their estimated net realisable value. (g.) Investments Investments in subsidiaries and associates Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method. Investments in other debt and equity securities Debt securities and marketable equity securities held for trading are classified as current assets and are stated at fair value, with any resultant gain or loss recognised in the statement of income. Debt securities that the Group intends and is able to hold to maturity are stated at amortised cost less impairment losses. The difference between the acquisition cost and redemption value of such debt securities is amortised using the effective interest rate method over the period to maturity. Debt securities and marketable equity securities other than those securities held for trading or intended to be held to maturity, are classified as being available-for-sale and are stated at fair value, with any resultant gain or loss being recognised directly in equity. The exceptions are impairment losses and foreign exchange gains and losses, which are recognised in the statement of income. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in the statement of income. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in the statement of income. Equity securities which are not marketable are stated at cost less impairment losses.

Notes To Financial Statements Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in the statement of income. (h.) Property, plant and equipment Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for land which are stated at their revalued amounts. The revalued amount is the fair value determined on the basis of the propertyâ&#x20AC;&#x2122;s existing use at the date of revaluation less any subsequent accumulated depreciation and impairment losses. Leased assets Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalised at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of income. Revalued assets Revaluations are performed by independent professional valuers with sufficient regularity to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair values at the balance sheet date. Any increase in value, on revaluation, is credited to equity under the heading â&#x20AC;&#x2DC;revaluation surplusâ&#x20AC;&#x2122; unless it offsets a previous decrease in value recognised in the statement of income in respect of the same asset. A decrease in value is recognised in the statement of income to the extent it exceeds an increase previously recognised in equity in respect of the same asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred from equity to retained earnings and is not taken into account in calculating the gain or loss on disposal. Depreciation Depreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows: Buildings and other constructions Machinery and equipment Vehicles Furniture, fixtures and office equipment No depreciation is provided on freehold land or assets under construction.

20 5, 10 5 3-10

years years years years

Notes To Financial Statements (i.) Intangible assets Software licenses Software licenses that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated amortisation and impairment losses

Amortisation

Amortisation is recognised in the statement of income on a straight-line basis over the estimated useful lives of intangible assets. The estimated useful lives are as follows: Software licences

years

(j.) Impairment The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognized in the statement of income. Calculation of recoverable amount The recoverable amount of assets is the greater of the assets’ net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. For financial assets carried at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in the statement of income. For availablefor-sale financial assets that are equity securities, the reversal is recognised directly in equity. An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Notes To Financial Statements (k.) Interest-bearing liabilities Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of income over the period of the borrowings on an effective interest basis. (l.) Trade and other accounts payable Trade and accounts payable are stated at cost. (m.) Employee benefit Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of income as incurred. (n.) Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. (o.) Revenue Revenue excludes value added taxes and is arrived at after deduction of trade discounts. Sale of goods and services rendered Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer.Â No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as services are provided. Construction contracts When the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in the statement of income by reference to the stage of completion of the contract activity at the balance sheet date. The stage of completion is assessed by reference to surveys of work performed. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense in the statement of income.

Notes To Financial Statements Property development projects Revenue from property development projects is recognised in the same manner as for construction contracts and after meeting further conditions, including among others: • finalized sales agreements or in the case of condominium developments finalised sales agreements for a minimum of 40% of the area offered for sale; • non-refundable deposits from customers of at least 20% of the value of each sales agreement; and • the development is a minimum of 10% complete (as measured by estimations made by the project surveyors).

Interest and dividend income

Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Group’s right to receive payments is established. Other income Other income is recognised on an accrual basis. (p.) Expenses Operating leases Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of the lease. Finance costs Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognised in the statement of income using the effective interest rate method. Other expense Other expenses are recognised on the accrual basis. (q.) Income tax Current tax Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date and applicable to the reporting period, and any adjustment to tax payable in respect of previous years.

Related party transactions and balances Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices. Relationships with related parties that control or jointly control the Company or are being controlled or jointly controlled by the Company or have transactions with the Group were as follows:

Notes To Financial Statements Name of entities Adelfos Co., Ltd. Thai-Lysaght Co., Ltd. Forward System Limited Univentures Consulting Co., Ltd. Univentures Asset Management Co., Ltd. Kinnaree Property Fund ESCO Ventures Co., Ltd. Lertrattakarn Co., Ltd. Grand Unity Development Co., Ltd. Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.).

Country of incorporation Nature of relationships / nationality

Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand

Excellent Energy International Co., Ltd. S.U.N. Management Co., Ltd.

Thailand Thailand

Prinventures Co., Ltd. Sahasinwattana Cogeneration Co., Ltd. Sahasinwattana Bioenergy Co., Ltd. L.P.N. Development Public Company Limited Yaowawong Co., Ltd. Lumpini Property Management Co., Ltd. Lumpini Project Management Service Co., Ltd. Yaowawong holding Co., Ltd. Southeast Capital Co., Ltd. TCC Luxury Hotels & Resorts Co., Ltd. TCC Technology Co., Ltd.

Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand

Parent company and common directors Subsidiary, 100% shareholding, and common directors Subsidiary, 99.99% shareholding, and common directors Subsidiary, 100% shareholding, and common directors Subsidiary, 100% shareholding, and common directors Subsidiary, 98.88% shareholding, and common directors Subsidiary, 75% shareholding, and common directors Subsidiary, 100% shareholding, and common directors Subsidiary, 60% shareholding, and common directors Subsidiary, and 99.98% indirectly held through Grand Unity Development Co., Ltd. and common directors Associate, 31.81% shareholding, and common directors Associate of subsidiary, 29.5% held through subsidiary and common directors Associate, 49% shareholding, and common directors Associate of subsidiary, 20% held through subsidiary Associate of subsidiary, 20% held through subsidiary Shareholders of subsidiary Shareholders of subsidiary Common directors Common directors Common directors Common directors Common directors are relatives. Common directors are relatives.

The pricing policies for particular types of transactions are explained further below: Transactions Pricing policies Sales of goods Service income Rental income Consulting fee income Interest income Purchase of goods Rental expense Commission expenses Electronics mail service expenses Directorsâ&#x20AC;&#x2122; remuneration Interest expense Purchase of investment

Market prices Contractual prices Contractual prices Contractual prices At the rate of 5% p.a., 9%p.a. and MLR + 2 p.a. Market prices Contractual prices At the rates of 1.5 - 2.0 percent of sales Contractual prices Approved by shareholdersâ&#x20AC;&#x2122; meeting At the rate of 1.5% and 9% p.a. Cost

Notes To Financial Statements Significant transactions for the years ended 31 December 2008 and 2007 with related parties were as follows: (Unit : Thousand Baht)

Subsidiaries Sale of goods Purchase of goods Rental income Service income Interest income Dividend income Rental expense Interest expense Commission expenses Purchase of investment Associates Consulting fee income Interest income Dividend income Interest expense Other related parties Commission expenses Interest expense Electronics mail service expenses Directorsâ&#x20AC;&#x2122; remuneration Sales Property, plant and equipment

Consolidated financial statements

Separate financial statements

2008

2007

2008

2007

420 14,564 120 32,459 6,649 48,113 1,560 15,276 32,725

1,369 1,368 720 3,780 1,762 38,580 1,560 481 17,619 -

2,628 18,684 832

759 6,974 5,333 133

18,684 -

31,536 5,333 -

641 3,261 1,963 15,268 -

420 639

1,666 15,268 -

12,657 -

12,657 12,000

Notes To Financial Statements Balances as at 31 December 2008 and 2007 with related parties were as follows: (Unit : Thousand Baht) Trade accounts receivable from related parties Subsidiaries Thai-Lysaght Co., Ltd. Associates Prinventures Co., Ltd.

Other receivables from and short-term loans to related parties Comprising: Other receivables from related parties Short-term loans to related parties Total Other receivables from related parties Subsidiaries ESCO Ventures Co., Ltd. Forward System Limited Thai-Lysaght Co., Ltd. Lertrattakarn Co., Ltd. Grand Unity Development Co., Ltd. Associates Sahasinwattana Cogeneration Co., Ltd. Prinventures Co., Ltd. Other related parties Yaowawong Co., Ltd. Lumpini Project Management Service Co., Ltd. Total

Consolidated financial statements 2008 2007 -

171 171

136 154,905 155,041

46,595 250,000 296,595

Separate financial statements 2008 2007 -

126 136

132

1,584 286,165 287,749

132

132 16 446 972 18

38,070 330,500 368,570

1 475 1 -

37,593

9,000 2 46,595

1,584

38,070

Notes To Financial Statements (Unit : Thousand Baht) (% per annum) Interest rate 2551 2550 Short-term loans to related parties Subsidiaries Forward System Limited ESCO Ventures Co., Ltd. Thai-Lysaght Co., Ltd. Lertrattakarn Co., Ltd. Grand Unity Development Co., Ltd. Associates Prinventures Co., Ltd. Sahasinwattana Cogeneration Co., Ltd. Excellent Energy International Co., Ltd. Total

5.00 5.00 5.00 5.00 9.00 MLR+2 8.00 9.00

5.00 5.00 5.00 9.00 MLR+2 9.00

Consolidated financial statements 2551 2550

Separate financial statements 2551 2550

2,500 2,500 125,000 -

2,000 41,000 1,500 36,000

149,165 740 5,000 154,905

245,000 5,000 250,000

149,165 5,000 286,165

245,000 5,000 330,500

Notes To Financial Statements Movements during the years ended 31 December 2008 and 2007 of short-term loans to related parties were as follows: (Unit : Thousand Baht) Consolidated financial statements Short-term loans to related parties Subsidiaries At 1 January Increase Decrease At 31 December

2007

2008

2007

80,500 311,350 (259,850) 132,000

3,266 81,500 (4,266) 80,500

Associates At 1 January Increase Decrease At 31 December

250,000 5,590 (100,685) 154,905

438,547 91,117 (279,664) 250,000

250,000 4,850 (100,685) 154,165

438,547 91,117 (279,664) 250,000

Total short-term loans to related parties At 1 January Increase Decrease At 31 December

250,000 5,590 (100,685) 154,905

438,547 91,117 (279,664) 250,000

330,500 316,200 (360,535) 286,165

441,813 172,617 (283,930) 330,500

128

599

Trade accounts payable to related parties Subsidiaries Thai-Lysaght Co., Ltd.

2008

Separate financial statements

Notes To Financial Statements (Unit : Thousand Baht)

Other payables to and short-term loans from related parties Comprising: Other payables to related parties Short-term loans from related parties Total Other payables to related parties Subsidiaries Univentures Consulting Co., Ltd. Forward System Limited Thai-Lysaght Co., Ltd Kinnaree Property Fund Associates S.U.N. Management Co., Ltd. Other related parties TCC Technology Co., Ltd Lumpini Property Management Co., Ltd. Lumpini Project Management Service Co., Ltd. Total

Consolidated financial statements

Separate financial statements

2008

2007

2008

1,877 8,850 10,727

32,850 32,850

2007

3,600 3,600

6,859 6,859

3,202 -

75 6,120 664

431

433 49 964 1,877

378 3,600

6,859

(Unit : Thousand Baht) Interest rate 2008

2007

Consolidated financial statements 2008 2007

Separate financial statements 2008 2007

Short-term loans from related parties Associates S.U.N. Management Co., Ltd. Other related parties L.P.N. Development Public Company Limited Yaowawong Co., Ltd. Total

1.50

8,850

9.00 9.00

8,850

12,000 12,000 32,850

Movements during the years ended 31 December 2008 and 2007 of short term loans from related parties were as follows:

Notes To Financial Statements (Unit : Thousand Baht) Consolidated financial statements 2008 2007

Separate financial statements 2008 2007

Short-term loans from related parties Subsidiaries At 1 January Decrease At 31 December

Associates At 1 January At 31 December

8,850 8,850

13,000 (13,000) -

(Unit : Thousand Baht)

Consolidated financial statements 2008 2007

Separate financial statements 2008 2007

Other related parties At 1 January Increase Decrease At 31 December

24,000 (24,000) -

40,000 (16,000) 24,000

Total short-term loans from related parties At 1 January Increase Decrease At 31 December

32,850 (24,000) 8,850

8,850 40,000 (16,000) 32,850

13,000 (13,000) -

Rental received in advance from related party TCC Luxury Hotels & Resorts Co., Ltd.

250,000

Notes To Financial Statements

Significant agreements with related parties Commission and management agreement In 2005, Grand Unity Development Co., Ltd. signed a memorandum of agreement with Lumpini Property Management Company Limited regarding remuneration, whereby the subsidiary agreed to pay commission at rates of 2 percent of the revenue earned from the sale of condominium units in the Parkview Viphavadi condominium project; Phase 1 and 1.6 percent of the revenue earned from the sale of condominium units in the Parkview Viphavadi condominium project; Phase 2, with payment made in 3 install ments as follows; 1st Installment: 2nd Installment: 3rd Installment:

30 percent of the value of the project as at the date it is opened for sale; to be paid when sales reach 50 percent of the total. 30 percent of the value of the project as at the date it is opened for sale; to be paid when ownership of the first condominium unit has been transferred. The remaining 40 percent is to be paid when ownership of all condominium units which are sold before transferring the sales function to the broker business division are transferred to the buyers; calculated from net sales value after deducting the 1st and 2nd installments.

On 28 February 2008, Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.) signed a memorandum of agreement with Lumpini Project Management Service Company Limited regarding remuneration, whereby the subsidiary agreed to pay management fee from 1 March 2008 to 31 December 2008. The subsidiary is committed to pay monthly management fee of Baht 32,184 and pay commission at rates of 2 percent of the revenue earned from the sale of condominium units in the Parkview Viphavadi condominium project; Phase 4, with payment made in 3 installments as follows; 1st Installment: 2nd Installment: 3rd Installment:

30 percent of the values of the project as at the date it is opened for sale; to be paid when sales reach 50 percent of the total. 30 percent of the value of the project as at the date it is opened for sale; to be paid when ownership of the first condominium unit has been transferred. The remaining 40 percent is to be paid when ownership of condominium units transferred to buyers reaches 70 percent of the total.

On 21 May 2008, Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.) signed a memorandum of agreement with Lumpini Project Management Service Company Limited regarding remuneration, whereby the subsidiary agreed to pay management fee from 1 June 2008 to 31 August 2009. The subsidiary is committed to pay monthly management fee of Baht 150,318. and pay commission at rates of 2 percent of the revenue earned from the sale of condominium units in the U Sabai condominium project; with payment made in 3 installments as follows; 1st Installment: 2nd Installment: 3rd Installment:

30 percent of the value of the project as at the date it is opened for sale; to be paid when sales reach 50 percent of the total. 30 percent of the value of the project as at the date it is opened for sale; to be paid when ownership of the first condominium unit has been transferred. The remaining 40 percent is to be paid when ownership of condominium units transferred to buyers reaches 70 percent of the total.

Consulting agreement On 1 June 2005, Univentures Consulting Co., Ltd. entered into a consulting agreement for The European Tower project with Prinventures Co., Ltd. to provide consulting service for the period from 1 June 2005 to 31 May 2008 with monthly service fee of Baht 80,000. On 1 March 2006, Univentures Consulting Co., Ltd. entered into a consulting agreement for The Northern Town Rangsit project with Prinventures Co., Ltd. to provide consulting service for the period from 1 March 2006 to 28 February 2009 with monthly service fee of Baht 80,000.

Notes To Financial Statements Office rental agreement On 27 December 2007, Grand Unity Development Co., Ltd. entered into an office rental agreement with Yaowawong Co., Ltd. for the period of three years from 1 January 2008 to 31 December 2010. The subsidiary is committed to pay monthly rental fee of Baht 18,525. Management agreement During the period 2008, the Company entered into service agreements with 8 subsidiaries to manage the Back office for the period of 12 months from 1 January 2008 to 31 December 2008 with monthly management fees totalling Baht 2,210,000. Car rental agreement The Company and its subsidiary entered into a car rental agreement with the South East Capital Company Limited totaling Baht 10.80 million for 6 cars and for the period of five years from January 2008 to March 2013 with monthly rental payments of Baht 179,963. Electronic mail service agreement On 1 June 2008, the Company and its subsidiaries entered into an agreement with T.C.C. Technology Company Limited for electronic mail service and computer equipment rental. The Company and its subsidiaries will paid service and rental fee at contractual prices. Service agreement On 16 February 2008, Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.) entered into a memorandum of agreement with Lumpini Property Management Company Limited for cleaning service for Parkview Viphavadi condominium project; Phase 4, for the period from 16 February 2008 to 31 December 2008 with monthly service fee of Baht 11,500. On 26 May 2008, Grand U Living Co., Ltd. (Formerly: Hi-rise Development Co., Ltd.) entered into a memorandum of agreement with Lumpini Property Management Company Limited for cleaning service for U Sabai condominium project, for the period from 1 June 2008 to 31 December 2008 with monthly service fee of Baht 11,500. Agreement for leasing space In July 2008, Lertrattakarn Co., Ltd., a subsidiary, cancelled the memorandum of agreement and entered into an agreement with TCC Luxury Hotels and Resort Co., Ltd. to lease space for the operation of a hotel business for a period of 30 years from 6 September 2011. The subsidiary will receive remuneration of Baht 1,358 million and the service fee according to the agreement. On the agreement date, the subsidiary received an advance payment in the amount of Baht 250 million which is rental fee to facilitate the construction. Project management agreement The Company entered into an agreement with the Lertrattakarn Co., Ltd. for project management for 41 months from 1 April 2008 to 31 August 2011 with service fee as follow: Service term April 2008 - December 2008 January 2009 - April 2011 May 2011- August 2011

Service fee per month (in Baht) 600,000 750,000 400,000

Notes To Financial Statements Contingent liabilities with related parties as follows: The Company is contingently liable to a bank in respect of the guarantee of a Baht 32 million credit facility for Forward System Limited, a subsidiary of the Company. As at 30 September 2008, the subsidiary had used Baht 0.11 million of the credit facility (2007: Baht 2 million). The Company is contingently liable to a bank in respect of the guarantee of a Baht 20 million credit facility and Baht 0.58 million to guarantee electricity for Thai-Lysaght Company Limited, a subsidiary of the Company. As at 30 September 2008, no credit facility had been used by the subsidiary. The Company is contingently liable to TSFC Securities Limited in respect of the guarantee of a Baht 90 million credit facility for Univentures Asset Management Company Limited, a subsidiary of the Company. As at 30 September 2008, no credit facility had been used by the subsidiary. The Company is contingently liable to a bank in respect of the guarantee of a Baht 97.50 million credit facility for Prinventures Company Limited, an associate of the Company. As at 30 September 2008, the associate had used Baht 37.27 million of the credit facility (2007: Baht 49 million). The subsidiary is contingently liable to a bank in respect of the guarantee of a Baht 220 million credit facility for Grand U Living Co., Ltd., an associate of the Company. As at 31 December 2008, the associate had used Baht 95.99 million of the credit facility. Generally, the guarantees are effective so long as the underlying obligations have not yet been discharged by those subsidiaries and associate. No fee is charged for the provision of these guarantees.

5. Cash and cash equivalents (Unit : Thousand Baht)

Cash on hand Cash at banks - current accounts Cash at banks - savings accounts Highly liquid short-term investments Total

Consolidated financial statements

Separate financial statements

2008 343 (351) 354,976 539,953 894,921

2008

2007 468 (10,634) 350,747 484,501 825,082

72 (431) 245,869 349,953 595,463

2007

76 (5,391) 186,458 400,000 581,143

Cash and cash equivalents of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

6. Other Investments (Unit : Thousand Baht)

Current investments Short-term deposits at financial institutions Other long-term investments Investments in equity securities available for sale Total

Consolidated financial statements

Separate financial statements

2008

2007

101,184

100,000

33,306 33,306

69,705 170,889

100,000

Other investments of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

Notes To Financial Statements Movements during the years ended 31 December 2008 and 2007 of marketable equity securities were as follows: (Unit : Thousand Baht) Consolidated financial statements 2008 2007

Investments in equity securities available for sale At 1 January Decrease in cost during the year Valuation adjustment At 31 December

69,705 (7) (36,392) 33,306

61,574 8,131 69,705

7. Trade accounts receivable

Related parties Other parties

Separate financial statements 2008 2007 -

(Unit : Thousand Baht)

Note 4

Less allowance for doubtful accounts Total Bad and doubtful debts expenses for the year

Consolidated financial statements 2008 2007 171 171 129,008 218,464 129,179 218,635 (1,481) (2,593) 127,698 216,042 -

Separate financial statements 2008 2007 132 118,016 201,278 118,016 201,410 118,016 201,410 -

Aging analyses for trade accounts receivable were as follows: (Unit : Thousand Baht)

Within credit terms Overdue: Less than 3 months 3-6 months 6-12 months Over 12 months Less allowance for doubtful accounts Net

Consolidated financial statements

Separate financial statements

2008 95,667

2007 197,051

2008 88,066

2007 185,221

31,851 1,661 129,179 (1,481) 127,698

18,507 112 92 2,873 218,635 (2,593) 216,042

29,950 118,016 118,016

16,189 201,410 201,410

The normal credit term granted by the Group ranges from 7 days to 90 days. Trade accounts receivable of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

Notes To Financial Statements 8. Inventories (Unit : Million Baht)

Finished goods Work in progress Raw materials Factory supplies Spare parts Goods in transit Less allowance for decline in value Net

Consolidated financial statements

Separate financial statements

2008 58,592 2,986 112,183 240 2,604 176,605 (24,673) 151,932

2008 38,858 112,183 240 2,565 153,846 (20,579) 133,267

2007 101,846 41,071 215 2,721 90 145,943 (4,536) 141,407

2007 74,305 41,071 216 2,699 118,291 118,291

The cost of inventories which is recognised as an expense and included in cost of sale of goods for the year ended 31 December 2008 amounted to Baht 893 million (2007: Baht 987 million) in the separate financial statements and Baht 943 million (2007: Baht 1,184 million) in the consolidated financial statements. In 2008 the Group recorded an allowance for decline in value of inventories amounting to Baht 20 million, mostly due to the change of raw materialsâ&#x20AC;&#x2122; market price. This allowance is included in cost of sale of goods for the year ended 31 December 2008.

Project development cost Consolidated financial statements

Land cost and construction in progress Development cost Capitalised interest Total Less Accumulated costs - transferred to cost of sales - transferred to properties for sales - transferred to land and building Net

2008 1,212,362 169,969 26,445 1,408,776 (1,155,231) (39,405) (4,463) 209,677

Finance costs capitalised during the year Rates of interest capitalised (% per annum)

778 MLR-1.5%

2007 1,007,482 132,731 23,776 1,163,989 (1,103,105) (4,463) 56,421 -

Notes To Financial Statements 10. Other current assets (Unit : Thousand Baht)

Notes Prepaid expenses Land deposits Others Total

Consolidated financial statements

Separate financial statements

2008 92,282 25,421 46,524 164,227

2008 1,155 3,471 4,626

2007 1,520 13,196 14,716

2007 1,261 8,454 9,715

11. Investments in subsidiaries and associates (Unit : Thousand Baht)

At 1 January Share of net profits (losses) of investments - equity method Disposals Transfers from investment in an associate to investment in a subsidiary Acquisitions Allowance for impairment Others At 31 December

Consolidated financial statements

Separate financial statements

2008 50,951

2007 66,418

2008 349,462

22,750 1,487 (1,108) 74,080

(9,890) (23,147) 17,570 50,951

2007 392,684 -

(116,541)

(153,741)

339,982 (7,995) 564,908

132,494 (21,975) 349,462

Subsidiaries Thai-Lysaght Co., Ltd. Forward System Limited Univentures Consulting Co., Ltd. Univentures Asset Management Co., Ltd. Kinnaree Property Fund ESCO Ventures Co., Ltd. Lertrattakarn Co., Ltd. Grand Unity Development Co., Ltd.

Associates Excellent Energy International Co., Ltd. S.U.N. Management Co., Ltd. Prinventures Co., Ltd. Sahasinwattana Cogeneration Co., Ltd. Sahasinwattana Bioenergy Co., Ltd. Total 31.81 29.50 49.00 20.00 20.00

31.81 29.50 49.00 20.00 20.00

Ownership interest 2008 2007

(%)

6,850 2,950 49,000 18,400 2,000 79,200

2,500 5,000 10,000 22,310 234,904 27,500 100,000 50,000

137,500 5,000 10,000 22,310 5,573 27,500 100,000 380,000

100.00 99.99 100.00 100.00 98.88 75.00 100.00 60.00

100.00 99.99 100.00 100.00 98.88 75.00 100.00 49.00

4,283 57,481 10,502 1,814 74,080

142,494 25,200 10,000 2,650 25,439 21,052 100,000 229,800

7,500 25,200 10,000 2,650 141,979 21,052 100,000 26,300

Cost method 2008 2007

339 31,186 17,471 1,955 50,951

Equity method 2008 2007

Separate financial statements

8,337 2,950 49,000 18,400 2,000 80,687

Paid-up capital 2008 2007

25,000 10,000 100,000 92,000 10,000

Cost method 2008 2007

Ownership interest 2008 2007

(%)

25,000 10,000 100,000 92,000 10,000

Paid-up capital 2008 2007

Consolidated financial statements

29,996 2,500 15,617 -

4,000 34,580 5,333

Dividend income for the years ended 2008 2007

(Unit : Thousand Baht)

Dividend income for the years ended 2008 2007

(Unit : Thousand Baht)

Investments in subsidiaries and associates as at 31 December 2008 and 2007, and dividend income from those investments for the years ended 31 December 2008 and 2007 were as follows:

Notes To Financial Statements

Associates Excellent Energy International Co., Ltd. Prinventures Co., Ltd. Total Less Allowance for impairment in value of investment in subsidiaries Allowance for impairment in value of investment in associates Net 31.81 49.00

31.81 49.00

Ownership interest 2008 2007

(%)

25,000 100,000

Paid-up capital 2008 2007 8,337 49,000 613,972 (45,010) (4,054) 564,908

6,850 49,000 390,531 (34,558) (6,511) 349,462

Cost method 2008 2007

Separate financial statements

48,113

43,913

years ended 2008 2007

Dividend income for the

(Unit : Thousand Baht)

Notes To Financial Statements

Notes To Financial Statements The Group has not recognized losses relating to certain investments in associates accounted for using the equity method where its share of losses exceeds the carrying amount of those investments. As at 31 December 2008 and 2007, the Group’s cumulative share of unrecognized losses was Baht 24.54 million and Baht 26.65 million, respectively. The Group has no obligation in respect of these losses. During 2008, the Company paid up an additional Baht 1.49 million in respect of its investment in the shares of Excellent Energy International Co., Ltd. and Grand Unity Development Co., Ltd. acquired 42,293 shares at various prices from the existing shareholders totalling Baht 0.47 million. At the ordinary shareholders’ meeting held on 13 March 2008 and the extraordinary shareholders’ meeting held on 28 March 2008 of Grand Unity Development Co., Ltd., the shareholders passed the resolution to increase the subsidiary’s authorised share capital from Baht 50 million (5,000,000 ordinary shares at Baht 10 par value) to Baht 600 million (60,000,000 ordinary shares at Baht 10 par value) and to call up Baht 4.50 per shares, totalling 247.50 million of the increased share capital. The subsidiary registered the increase of its share capital with the Ministry of Commerce on 9 April 2008. The Company paid for this increased share capital, totaling Baht 121.27 million (26,950,000 ordinary shares at the called up amount of Baht 4.50 per share). In addition, the Company purchased 6.60 million shares in Grand Unity Development Co., Ltd. from Univentures Asset Management Co., Ltd. for a total amount of Baht 32.73 million (550,000 shares at Baht 10 per share and 6,050,000 shares at Baht 4.50 per share). At the board of directors’ meeting held on 14 October 2008 of Grand Unity Development Co., Ltd., the board of directors passed the resolution to call up Baht 1.50 per shares, totalling Baht 82.50 million. The subsidiary registered the increase of its share capital with the Ministry of Commerce on 5 November 2008. At the extraordinary shareholders’ meeting held on 20 November 2008 of Thai-Lysaght Co., Ltd., a subsidiary company, the shareholders passed the resolution to increase the authorised share capital from Baht 5 million (50,000 ordinary shares at Baht 100 par value) to Baht 140 million (1,400,000 ordinary shares at Baht 100 par value) by issue to the current shareholder according to their shareholding portion. The subsidiary registered the increase of its share capital with the Ministry of Commerce on 28 November 2008. Dividends paid by subsidiary companies At the ordinary shareholders’ meeting held on 23 April 2008 of Thai-Lysaght Co.,Ltd, the shareholders approved the appropriation of dividend of Baht 600 per share, amounting to Baht 30 million. At the extraordinary shareholders’ meeting held on 8 December 2008 of Univenture Consulting Co., Ltd, the shareholders approved the appropriation of dividend of Baht 2.5 per share, amounting to Baht 2.5 million. At the ordinary shareholders’ meeting held on 8 December 2008 of Univenture Asset Management Co., Ltd, the shareholders approved the appropriation of dividend of Baht 7 per share, amounting to Baht 15.62 million.

12. Properties under development for lease (Unit : Thousand Baht)

Leasehold Commission and service fee Other Total

Notes 30

Consolidated financial statements 2008 2007 250,000 150,000 16,719 16,719 79,538 4,638 346,257 171,357

82 143.33 18.62 (14.87) (1.96) 145.12 9.53 154.65 -

Accumulated depreciation At 1 January 2007 Depreciation charge for the year Disposals At 31 December 2007 Depreciation charge for the year Disposals At 31 December 2008

Land

Cost / revaluation At 1 January 2007 Additions Transfers Disposals Loss on impairment At 31 December 2007 Additions Surplus on revaluation Disposals At 31 December 2008

13. Property, plant and equipment

9.42 8.32 (1.05) 16.69 2.23 18.92

17.60 44.51 0.72 (4.93) (9.32) 48.58 0.84 49.42

Building and other construtions

14.38 2.47 16.85 3.22 (1.36) 18.71

25.72 0.31 26.03 13.90 (1.72) 38.21

Machinery and equipment

13.37 3.53 16.90 1.66 (6.51) 12.05

19.61 19.61 1.18 (6.68) 14.11

Vehicles

18.11 15.41 (0.29) 33.23 5.97 (7.22) 31.98

27.63 17.60 1.78 (0.43) 46.58 10.51 (7.58) 49.51

Office furniture fixtures and equipment

Consolidated financial statements

3.41 8.92

12.33

0.91 5.00 (2.50)

Assets under construction

55.28 29.73 (1.34) 83.67 13.08 (15.09) 81.66

234.80 86.04 (14.87) (5.36) (11.28) 289.33 35.35 9.53 (15.98) 318.23

Total

(Unit : Million Baht)

Notes To Financial Statements

154.65 154.65

Owned assets Assets under finance leases Total at 31 December 2008 -

30.50

31.89

19.50

9.18

Machinery and equipment

1.78 0.28 2.06

2.31 0.40 2.71

Vehicles

17.53

13.35

Office furniture fixtures and equipment

12.33

3.41

Assets under construction

Cost / revaluation At 1 January 2007 Additions Disposals At 31 December 2007 Additions Surplus on revaluation Disposals At 31 December 2008 107.87 107.87 7.17 115.04

Land

11.97 1.12 13.09 0.76 13.85

Building and other constructions

(0.87) 23.65

14.04 0.31 14.35 10.17

Machinery and equipment

11.50 11.50 (1.28) 10.22

Vehicles

21.52 0.56 (0.05) 22.03 7.89 (5.93) 23.99

Office furniture fixtures and equipment

Separate financial statements

5.92

1.54 4.38

1.54

Assets under construction

236.29 0.28 236.57

205.26 0.40 205.66

Total

166.90 3.53 (0.05) 170.38 23.20 7.17 (8.08) 192.67

Total

(Unit : Million Baht)

The gross amount of the Groupâ&#x20AC;&#x2122;s fully depreciated property, plant and equipment that was still in use as at 31 December 2008 amounted to Baht 40 million (2007:Bah 28 million).

145.12 145.12

Land

Net book value Owned assets Assets under finance leases Total at 31 December 2007

Building and other constructions

Consolidated financial statements

(Unit : Million Baht)

Notes To Financial Statements

84 115.04 115.04

Owned assets Assets under finance leases Total at 31 December 2008

7.84

7.28 0.56

6.01

5.81

Building and other constructions

6.84 0.44

9.45 1.17 (1.28) 9.34

7.40 2.05

Vehicles

11.45

2.78

0.60 0.28 0.88

1.65 0.40 2.05

Vehicles

10.23

5.65

Office furniture fixtures and equipment

14.08 2.32 (0.02) 16.38 3.06 (5.68) 13.76

Office furniture fixtures and equipment

Separate financial statements

11.57 1.43 (0.80) 12.20

Machinery and equipment

10.32 1.25

Machinery and equipment

38.64 6.06 (0.02) 44.68 6.22 (7.76) 43.14

Total

5.92

1.54

149.25 0.28 149.53

125.30 0.40 125.70

Total

(Unit : Million Baht)

Assets under construction

The gross amount of the Companyâ&#x20AC;&#x2122;s fully depreciated property, plant and equipment that was still in use as at 31 December 2008 amounted to Baht 27 million (2007: Baht 22 million).

107.87 107.87

Land

Owned assets Assets under finance leases Total at 31 December 2007

Accumulated depreciation At 1 January 2007 Depreciation charge for the year Disposals At 31 December 2007 Depreciation charge for the year Disposals At 31 December 2008

Building and other constructions

Separate financial statements

(Unit : Million Baht)

Notes To Financial Statements

Notes To Financial Statements The Company has mortgaged land with structures thereon with a total net book value as at 31 December 2008 of Baht 121 million (2007: Baht 113 million) as collateral for bank overdrafts and short-term loans. Revaluation of assets During 2008, the Company and subsidiaries recorded their land at appraised values by applying the market approach as specified in appraisal reports on 10 September 2008 obtained from an independent qualified appraiser. The appraised values amounted to Baht 114.72 million for the Company and Baht 37.82 million for the subsidiary. The additional revaluation increment on appraised value over cost of land was recorded in the “Revaluation surplus” account presented under Shareholders’ Equity in the balance sheet. The amount totalled Baht 110.26 million in the separate financial statements and Baht 147.57 million in the consolidated financial statements.

14. Intangible assets (Unit : Thousand Baht) Consolidated financial statements Software licences

Separate financial statements Software licences

Cost At 1 January 2007 At 1 January 2008 Additions Transfers At 31 December 2008

3,162 1,811 4,973

3,162 3,162

Accumulated amortisation At 1 January 2007 At 1 January 2008 Amortisation charge for the year Transfers At 31 December 2008

426 1,112 1,538

69 69

Net book value At 31 December 2007 At 31 December 2008

3,435

3,093

Notes To Financial Statements 15. Interest-bearing liabilities (Unit : thousand Baht)

Notes Current Trust receipt secured Short-term loans from related parties unsecured Current portion of finance lease liabilities

Consolidated financial statements 2008 2007 -

Separate financial statements 2008 2007

1,210

8,850

32,850

57 8,907

137 34,197

57 57

137 137

Non-current Long-term loan from financial institution secured Finance lease liabilities Total

90,000

98,907

34,254

194

The periods to maturity of interest-bearing liabilities, excluding finance lease liabilities, as at 31 December were as follows: (Unit : thousand Baht)

Within one year After one year but within five years Total

Consolidated financial statements 2008 2007 8,850 34,060 90,000 98,850 34,060

Secured interest-bearing liabilities as at 31 December were secured on the following assets:

Property, plant and equipment

Consolidated financial statements 2008 2007 240,977 107,867

Separate financial statements 2008 2007 (in thousand Baht) Separate financial statements 2008 2007 115,037 107,867

As at 31 December 2008 the Group and the Company had unutilised credit facilities totalling Baht 481.9 million and Baht 228.08 million, respectively.

Notes To Financial Statements Finance lease liabilities Finance lease liabilities as at 31 December were payable as follows: (Unit : thousand Baht) Consolidated financial statements 2008 2007 57 137 57 57 194

Within one year After one year but within five years Total

Separate financial statements 2008 2007 57 137 57 57 194

Interest-bearing liabilities of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

16 Other current liabilities Consolidated financial statements 2008 2007 7,213 4,900 21,928 109,000 18,148 9,131 47,289 123,031

Accrued operating expenses Deposits and advances received Other payable Others Total

(Unit : thousand Baht) Separate financial statements 2008 2007 2,321 2,245 2 4,317 1,646 6,640 3,891

In 2007, a subsidiary entered into a land lease agreement and land utility permission agreement with a landlord, for project development, in order to construct a building to operate a hotel and/or serviced apartment and/or partially as department store. The subsidiary has to comply with the rules and conditions stated in the agreement, including commitments to pay an up-front fee of Baht 436.5 million. In 2007, the subsidiary paid an up-front fee of Baht 50 million and has accrued the remaining 3rd Installment of the fee amounting to Baht 100 million at the balance sheet date, which is presented in other payable.

17 Share capital

(Baht) Par value per share

(thousand shares / thousand Baht) 2008 2007 Number Amount Number Amount

Authorised At 1 January ordinary shares At 31 December ordinary shares

944,528

Issued and paid up At 1 January ordinary shares Issue of new ordinary shares At 31 December ordinary shares

1 1

762,268 2,499

530,456 231,812

764,767

762,268

Notes To Financial Statements In December 2007, 998,860 ordinary shares were allocated to support the exercise of warrants (ESOP-W2, ESOP-W3). The Company received net cash from subscription to shares of Baht 1 million and registered the increase in share capital as a result of warrant exercise with the Ministry of Commerce on 9 January 2008 by Baht 1 million to Baht 763.27 million (763.27 million ordinary shares with a par value of Baht 1 each). In April 2008, 917,146 ordinary shares were allocated to support the exercise of the warrants (UV-W1, ESOP-W3). The Company received net cash from subscription to shares of 2.15 million and registered the increase in share capital as a result of warrant exercise with the Ministry of Commerce on 10 April 2008 by Baht 0.91 million to Baht 764.18 million (764.18 million ordinary shares with a par value of Baht 1 each). In July 2008, 582,700 ordinary shares were allocated to support the exercise of warrants (UV-W1, ESOP-W3). The Company received net cash from subscription to shares of Baht 0.58 million and registered the increase in share capital as a result of warrant exercise with the Ministry of Commerce on 11 July 2008 by Baht 0.58 million to Baht 764.76 million (764.76 million ordinary shares with a par value of Baht 1 each).

Reserves Fair value changes and revaluation surpluses Fair value changes and revaluation surpluses recognised in equity relate to cumulative net changes in surpluses arising from the revaluations and net changes of the fair value of available-for-sale investments until there is selling of the investment. Legal reserve Section 116 of the Public Companies Act B.E. 2535 Section 116 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.

Warrants The Company has granted warrants to the Company’s existing shareholders (UV-W1), to certain employees of the Company and its subsidiaries (ESOP-W2) and to directors and employees and/or advisors of the Company and its subsidiaries (ESOP-W3), without specifying the offer price. A summary of the warrants activity was as follows :

Notes To Financial Statements

Date of original grant No. of warrants granted (units) Life of warrants (years)

UV-W1 Extraordinary General Meeting No.1/2002 20 February 2003 17,427,299 7

Exercisable Final exercise date

UV-W1 Quarterly 19 February 2010

ESOP-W Semi-annually 30 June 2008

ESOP-W3 Quarterly 30 September 2008

25 1:1

1 1:1

174,162,990

No change

2.406 1 : 1.03899

No change No change

UV-W1

(in thousand units) ESOP-W2

ESOP-W3

Approved by

Exercise price per 1 ordinary share (Baht) Exercise ratio (warrants to ordinary shares) Changes in no. of warrants, exercise price or exercise ratio : - No. of warrants (outstanding warrants) (units) - Exercise price per 1 ordinary shares (Baht)* - Exercise ratio* *Effective as from exercise date in December 2003 Presenfed below is a Summary of warrant acfivity : Number of warrants issued Exercised during 2003 to 2007 At 31 December 2007 Exercised during 2008 At 31 December 2008

174,273 (3,727) 170,546 (845) 169,701

ESOP-W ESOP-W3 Extraordinary General Extraordinary Meeting General Meeting No.1/2002 No.1/2003 19 December 2003 19 December 2003 13,500,000 12,255,500 5 5

13,500 (12,927) 573 (573) -

12,255 (9,972) 2,283 (49) 2,234

Segment information Segment information is presented in respect of the Groupâ&#x20AC;&#x2122;s business and geographic segments. The primary format, business segments, is based on the Groupâ&#x20AC;&#x2122;s management and internal reporting structure. Business segments The Group comprises the following main business segments : Segment 1 Segment 2

Investments in property development businesses Manufacture and sales of zinc oxide and chemicals

Geographic segments Management considers that the Group operates mainly in carried on in Thailand, and has, therefore, only one major geographic segment. Revenue and results, based on business segments, in the consolidated financial statements for the years ended 31 December 2008 and 2007 were as follows:

Notes To Financial Statements (Unit : thousand Baht)

Revenue Gross profit Interest income Other income Share of gains (losses) from investments accounted for using equity method Selling and administrative expenses

Segment 1 Segment 2 2008 2007 2008 2007 64,756 97,078 1,054,248 1,324,851 12,130 16,543 109,348 155,790

Others Eliminations Total 2008 2007 2008 2007 2008 2007 32,941 39,108 (14,985) (2,737) 1,136,960 1,458,300 15,445 18,715 3,195 1,560 140,118 192,608 43,064 43,160 36,600 45,737 22,750 (9,890) (164,455) (113,182)

Interest expense Tax expense Minority interest Net Profit

(781) (2,008) (31,062) (54,474) 15,596 (1,005) 61,830 100,946 (Unit : thousand Baht)

Property plant and equipment

Accounts receivable Inventories Properties under development

Segment 1 Segment 2 Others Eliminations 2008 2007 2008 2007 2008 2007 2008 2007 27,017 28,542 199,955 173,186 9,602 3,927 4,664 118,218 211,981 4,944 4,936 (128) (875) 142,333 135,817 9,598 5,590 209,678 56,421 -

Unallocated assets Total Assets

Total

2008 236,574 127,698 151,931 209,678

2007 205,655 216,042 141,407 56,421

1,725,097 1,539,974 2,450,978 2,159,499

21 Other income (Unit : thousand Baht) Consolidated financial statements

Dividend Service and Consulting fee Gain (loss) from exchange rate Others Total

2008 4,459 2,628 3,224 26,289 36,600

2007 7,852 14,170 (414) 24,129 45,737

Separate financial statements

2008 48,113 32,459 3,872 6,712 91,156

2007 43,913 3,780 (195) 20,325 67,823

Notes To Financial Statements 22 Selling and administrative expenses (Unit : Thousand Baht) Consolidated financial statements

Marketing Personnel Others Total

2008 21,822 69,935 72,698 164,455

2007 6,839 41,068 65,275 113,182

Separate financial statements

2008 14,036 51,449 28,827 94,312

2007 17,782 26,028 26,443 70,253

Personnel expenses (Unit : Thousand Baht) Consolidated financial statements

Wages and salaries Contribution to defined contribution plans Others Total

2008 63,133 2,597 4,205 69,935

2007 36,768 1,989 2,311 41,068

Separate financial statements

2008 47,304 1,964 2,181 51,449

2007 23,912 1,283 832 26,027

The defined contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 5% to 10% of their basic salaries and by the Group at rates ranging from 5% to 10% of the employeesâ&#x20AC;&#x2122; basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by licensed Fund Managers.

24 Interest expense (Unit : Thousand Baht) Consolidated financial statements

Interest paid to financial institution Capitalised as cost of properties under development Net

2008 1,559 (778) 781

2007 2,007 -

2,007

Separate financial statements

2008 -

22 22

2007 1,181 -

1,181

Notes To Financial Statements 25

Income tax expense Income tax reduction Royal Decree No. 387 B.E. 2544 dated 5 September 2001 grants companies listed on the Stock Exchange of Thailand a reduction in the corporate income tax rate from 30% to 25% for taxable profit not exceeding Baht 300 million for the five consecutive accounting periods beginning on or after enactment. Listed companies that received income tax reduction under this Royal Decree are also eligible to continue the period of tax reduction under Royal Decree No. 475 but not beyond the 2010 accounting period ending on or after 31 December 2010. The current tax expense in the consolidated and separate statements of income is different from the amount determined by applying the Thai corporation tax rate to the accounting profit for the year principally because: (a) unutilised tax losses brought forward from the previous year have been utilised during the year to set-off against the current yearâ&#x20AC;&#x2122;s tax charge. (b) the different treatment for accounting and taxation purposes of certain items of income and expense, in particular, dividend income from related parties, loss from devaluation of goods and loss on impairment in value of investments.

Earnings per share Basic earnings per share The calculation of basic earnings per share for the years ended 31 December 2008 and 2007 was based on the profit for the year attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the year as follows: (in thousand Baht / thousand Share) Consolidated financial statements

Profit attributable to equity holders of the Company (basic) Number of ordinary shares outstanding at 1 January Effect of shares issued during the year Weighted average number of ordinary shares (basic) Earnings per share (basic) (in Baht)

Separate financial statements

2008 61,830 762,268 1,926

2007 109,207 533,654 107,046

2008 109,207 762,268 1,926

2007 122,360 533,654 107,046

764,194 0.08

640,700 0.16

764,194 0.14

640,700 0.19

Notes To Financial Statements

Diluted earnings per share The calculation of diluted earnings per share for the years ended 31 December 2008 and 2007 was based on the profit for the year attributable to equity holders of the company and the weighted average number of ordinary shares outstanding during each year after adjusting for the effects of all dilutive ordinary share as follows: (in thousand Baht / thousand Share) Consolidated financial statements

Profit attributable to equity holders of the Company (diluted) Weighted average number of ordinary shares (basic) Effect of shares options on issue UV-W1 ESOP-W2 ESOP-W3 Weighted average number of ordinary shares (diluted) Earnings per share (diluted) (in Baht)

Separate financial statements

2008 61,830

2007 100,945

2008 109,207

2007 122,360

764,194

640,700

764,194

640,700

14,927

1,384

10,158 1,427 2,456

1,384

10,158 1,427 2,456

780,505 0.08

654,741 0.15

780,505 0.14

654,741 0.19

Dividend At the ordinary shareholders’ meeting held on 23 April 2008 of the Company, the shareholders approved the appropriation of dividends of Baht 0.10 per share, amounting to Baht 76.33 million.

28 Changes in accounting policy The following change of accounting policy by the Group has no effect on the separate financial statements of the Company. Until 31 December 2007, the Group accounted for goodwill arising from a business combination at cost less accumulated amortisation and impairment losses. Amortisation was charged to the statement of income over the estimated useful life of 10 years. During 2007, the Federation of Accounting Professions issued Thai Accounting Standard (TAS) 43 (revised 2007) “Business Combinations” which is effective for annual accounting periods beginning on or after 1 January 2008. TAS 43 (revised 2007) requires that the acquirer shall, at the acquisition date, recognise goodwill acquired in a business combination as an asset at cost. After initial recognition, goodwill shall be measured at cost less any accumulated impairment losses. The Group has, accordingly, changed its accounting policy for goodwill prospectively from 1 January 2008. The effect of the change in accounting policy on the Group’s consolidated financial statements for the year ended 31 December 2008 is to reduce the charge to the statement of income resulting from the amortisation of goodwill that would have been recognised under the previous accounting policy by approximately Baht 0.68 million, with a corresponding increase in reported profit for the year.

Notes To Financial Statements 29

Financial instruments Financial risk management policies The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from nonperformance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes. Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Groupâ&#x20AC;&#x2122;s operations and its cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from its borrowings. The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates. The effective interest rates of debt securities and loans receivable as at 31 December and the periods in which the loans receivable and debt securities mature or re-price were as follows: (% per annum) Effective interest rate 2008 Current Loans receivable - Related parties Non-current Loans receivable - Other parties Total 2007 Current Loans receivable - Related parties Non-current Loans receivable - Other parties Total

Within 1 year

(Unit : Thousand Baht) Consolidated financial statements After 1 year but After Total within 5 years 5 years

9, MLR+2

155,041

4.25

155,041

9, MLR+2

296,595

4.25

296,595

108 108

184 184

155,041

108 155,149

296,595

184 296,779

Notes To Financial Statements The effective interest rates of interest-bearing financial liabilities as at 31 December and the periods in which those liabilities mature or re-price were as follows: (% per annum) (Unit : Thousand Baht) Consolidated financial statements Within After 1 year but After Effective interest rate 1 year within 5 years 5 years Total 2008 Current Loans payable - Related parties 1.5 8,850 8,850 Liabilities under hire purchase agreement within 1 year 57 57 Non-current Loans payable - Financial institution MLR-1.5 90,000 90,000 Total 8,907 90,000 98,907 2007 Current Account payable â&#x20AC;&#x201C; Trust Receipt Loans payable - Related parties Liabilities under hire purchase agreement within 1 year Non-current Liabilities under hire purchase agreement Total

1.5, 9

1,210 32,850

137

57 34,254

34,197

57 57

(% per annum)

(Unit : Thousand Baht) Separate financial statements

Effective interest rate 2008 Current Liabilities under hire purchase agreement within 1 year Total 2007 Current Liabilities under hire purchase agreement within 1 year Non - current Liabilities under hire purchase agreement Total

After 1 year but within 5 years

After 5 years

137

57 194

Within 1 year

137

57 57

Total

Notes To Financial Statements Foreign currency risk The Group is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies. The Group primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the balance sheet date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period. At 31 December, the Group and the Company were exposed to foreign currency risk in respect of financial assets and liabilities denominated in the following currencies: (Unit : Thousand USD) Consolidated Separate financial statements financial statements

United States Dollars Trade accounts receivable Forward exchange contract - Trade accounts payable Forward exchange contract - Trade accounts receivable

2008 97

2007 488

330

212 525

2008 97 -

2007 488 2 525

Credit risk Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group as and when they fall due. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the Group’s customer base, Management does not anticipate material losses from its debt collection. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Fair values The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Since the majority of the Company’s and subsidiaries’ financial assets are short-term and the loans carry interest at rates close to current market rate, the management believes that the fair values of the Company’s and subsidiaries’ financial assets and do not materially differ from their carrying values. The fair value of trade and other short-term receivables is taken to approximate the carrying value. The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price at the balance sheet date for the residual maturity of the contract using a risk-free interest rate (based on government bonds).

Notes To Financial Statements 30

Commitments with non-related parties (Unit : Baht) Consolidated financial statements

Operating lease commitments Within one year After one year but within five years After five years Total Other commitments Purchase forward contracts Sale forward contracts Bank guarantees Service agreements Sale and purchases agreement for land Agreements for office building and hotel development project Architecture design agreement Other agreements Total

2008

2007

Separate financial statements

2008

4,821 52,884 904,900 962,605

3,189 34,652 917,200 955,041

11,550 37,965 7,402 111,686

17,759 6,988 2,982 3,841 -

2,600 1,430 1,466 174,099

31,570

2,592 3,568 6,160

6,160

2007

1,492 1,166 2,658

17,759 52 114 2,746 20,671

Notes To Financial Statements Significant agreements with non-related parties were as follows: Land lease agreement A subsidiary entered into a land lease agreement and land utility permission agreement with a landlord, for project development, in order to construct a building to operate a hotel and/or serviced apartment and/or partially as department store. The construction period will be 4 years and the lease term is 30 years, commencing on 6 September 2011. The subsidiary has to comply with the rules and conditions stated in the agreement, including the responsibility to demolish existing construction on the leased land. In addition, the subsidiary paid an up-front fee of Baht 250 million and has commitments to make the payment of the remaining up-front fees of Baht 186.5 million in year 2009 and annual lease payments totalling Baht 950 million, which will be payable as follows: (Unit : Million Baht) Lease payment

Lease term Year 1 to 5 Year 6 to 10 Year 11 to 15 Year 16 to 20 Year 21 to 25 Year 26 to 29 Year 30 Total lease payments

123.0 135.3 148.8 163.7 180.1 158.5 40.6 950.0

Office rental and service agreements The Company and its subsidiaries entered into office rental and service agreements with a company as follow : (Unit : Baht) Lease term 1 September 2005 - 31 August 2008 1 September 2007 - 31 August 2010 1 December 2007 - 30 November 2010 1 March 2008 - 30 November 2010 1 August 2008 - 31 July 2011 1 September 2008 - 31 August 2011

Rental fee per month 176,142 21,168 50,698 32,853 29,706 185,074

Service fee per month 147,736 21,168 50,698 32,853 29,706 185,074

Sales and Purchase agreement for land In February 2008, a subsidiary entered into a sales and purchases agreement with third parties for land for a development project in the amount of Baht 127.11 million. The subsidiary paid land deposit of Baht 25.42 million and the remaining amount will be paid when ownership of the land has been transferred. Office building and hotel development project agreements During 2008, a subsidiary entered into a construction consulting service agreement and architecture design agreement for office building and hotel development project with various companies which have total value of approximately Baht 248.84 million. As at

Notes To Financial Statements 31 December 2008, the subsidiary has a remaining commitment of Baht 131.39 million in respect of these agreements. Power usage efficiency development project agreements During 2008, a subsidiary entered into design and machine installation agreements for a power usage efficiency development project with various companies which have total value of Baht 6.22 million. As at 31 December 2008, the subsidiary has a remaining commitment of Baht 4.13 million in respect of these agreements.

Contingent liabilities A subsidiary has been sued by an individual requesting the subsidiary to demolish construction and other obstructions on the servitude land and claiming compensation of Baht 100,000 per month, from the date of the lawsuit, 3 August 2007, until the subsidiary demolishes the construction and other obstructions on the land. Since 3 November 2007, the subsidiary has provided access to the plaintiff. Up to the present, the case has been adjudicated by the court of the first instance and the subsidiary is in the process of appeal.

Events after the balance sheet date At the board of directorsâ&#x20AC;&#x2122; meeting held on 26 February 2009 of the Company, the board of directors passed the resolution to propose the payment of dividends of Baht 0.05 per share, amounting to Baht 38.24 million, to the Annual General Meeting of the Shareholders for approval. The dividends payment will be made on 30 April 2009.

Thai Accounting Standards (TAS) not yet adopted The Group has not adopted the following revised TAS that have been issued as of the balance sheet date but are not yet effective. These revised TAS will become effective for financial periods beginning on or after 1 January 2009. TAS 36 (revised 2007)

Impairment of Assets

TAS 54 (revised 2007)

Non-current Assets Held for Sale and Discontinued Operations

The adoption and initial application of these revised TAS is not expected to have any material impact on the consolidated and separate financial statements.

Reclassification of accounts Accrued interest from related parties was presented in other receivable from and short-term loans to related parties. The cash flows statement was classified according to TAS 25 (revised 2007) Cash Flows Statements

Corporate Social Responsibilities The Company has realized for the social responsibilities especially for the quality development of the young people. The knowledge of the young people is the foundation that can build the growth of the country permanently. For the year 2008, the Company encouraged the activities for development of the capabilities of the young people in education by donating the money and giving the teaching aid for the communities, school and foundation as follows:

100

- Donate for education and give a lunch to the children at Ban Kru Noi (Kru Nuannoi Timkul) - Donate the computers to The Mirror Foundation - Give the gifts on Childrenâ&#x20AC;&#x2122;s Day to Sampan Foundation - Donate for education to Thanyaburi School, Pathumtani Province.

Other Information Univentures Public Company Limited Symbol Nature of Business Website Registration No. Office Registered Capital Paid Up Capital Par Value Paid Up Capital Other References Auditor Securities Registrar

UV Property development and Investment business www.univentures.co.th 0107537001030 Factory : 2 Soi Phaholyothin 90 Phaholyothin Road Prachathipat Thanyaburi Pathumthani 12130 Tel : 0 2100 7111 Fax : 0 2998 9144 Head Office : 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 0 2100 7100 Fax : 0 2255 9418 944,528,490 Shares 764,766,980 Shares 1 Baht 764,766,980 Baht (As at 31 December 2008)

Mr. Nirand Lilamethwat Certified Public Accountant Registration No. 2316 KPMG Phoomchai Audit Ltd. 50th â&#x20AC;&#x201C; 51th Floors 199 South Sathorn Road Bangkok 10120, Thailand Tel : 66 (2) 677 2000 Fax : 66 (2) 677 2222 Thailand Securities Depository Company Limited The Stock Exchange of Thailand 62 Ratchadaphisek Road, Klongtoei, Bangkok 10110 Tel : 66 (2) 229 2800 Fax : 66 (2) 359 1259

101

General Information Of The Subsidiaries And Associated Companies Thai â&#x20AC;&#x201C; Lysaght Company Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

TL Sales of Zinc Oxide of Univentures and other Chemical www.univentures.co.th 0105515006258 3 Soi Phaholyothin 90 Phaholyothin Road Prachathipat Thanyaburi Pathumthani 12130 Tel : 0 2100 7111 Fax : 0 2998 9840 1,400,000 Shares 1,375,000 Shares 100 Baht 137,500,000 Baht 100 %

Lertrattakarn Company Limited Symbol Nature of Busines Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

102

LRK Property development and Investment business www.univentures.co.th 0105550094052 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 0 2100 7100 Fax : 0 2255 9417 10,000,000 Shares 10,000,000 Shares 10 Baht 100,000,000 Baht 100 %

General Information Of The Subsidiaries And Associated Companies Grand Unity Development Company Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

Grand U Property development business www.grandunity.com 0105544087228 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 0 2100 7171 Fax : 0 2253 3263 60,000,000 Shares 38,000,000 Shares 10 Baht 380,000,000 Baht 60 %

Grand U Living Company Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

Grand U Living Property development business www.grandunity.com 0105533024696 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Te : 0 2100 7171 Fax : 0 2253 3263 24,404,940 Shares 24,404,940 Shares 10 Baht 244,049,400 Baht 99.98 %

103

General Information Of The Subsidiaries And Associated Companies Prinventures Company Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

PV Property development business (long-term lease of commercial building) www.prinsiri.com 0105548055398 123 SUN Tower, 12th Floor, Building A, Vibhavadi-Rangsit Road, Chatuchak, Bangkok 10900 Tel : 0 2617 6900 – 9 Fax : 0 2671 6910 – 11 10,000,000 Shares 10,000,000 Shares 10 Baht 100,000,000 Baht 49 %

Kinnaree Property Fund Symbol KRF Nature of Business Property fund Website Registration No. 11/2542 Head Office 989 Siam Tower, 24th Floor, Rama I Road, Pathumwan Bangkok 10330 Tel : 0 2659 8847 Fax : 0 2659 8864 Registered Capital 288,000.84 Shares Paid Up Capital 288,000.84 Shares Par Value 10 Baht Paid Up Capital 2,880,010.84 Baht Percent of Investment 99.13 %

104

General Information Of The Subsidiaries And Associated Companies Univentures Asset Management Company Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

UVAM Investment and Management Consulting www.univentures.co.th 0105541027224 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 0 2100 7100 Fax : 0 2255 9417 2,231,000 Shares 2,231,000 Shares 10 Baht 22,310,000 Baht 100 %

S.U.N. Management Company Limited * Symbol SUN Nature of Business Property development business (long-term lease of commercial building) Website www.sansiri.com Registration No. 10454501645 Head Office 475 Siripinyo Building, Sri Ayutthaya Road, Rajthevi, Bangkok 10400 Tel : 0 2201 3905 Fax : 0 2201 3604 Registered Capital 1,000,000 Shares Paid Up Capital 1,000,000 Shares Par Value 10 Baht Paid Up Capital 10,000,000 Baht Percent of Investment 29.50 % Remarks : * Indirectly held through Univentures Asset Management Company Limited

105

General Information Of The Subsidiaries And Associated Companies ESCO Ventures Company Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

EV Investment in energy services business www.univentures.co.th 0105548154680 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 0 2100 7100 Fax : 0 2255 9417 5,000,000 Shares 2,750,000 Shares 10 Baht 27,500,000 Baht 75 %

Sahasin Wattana Cogeneration Company Limited ** Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

SSC Generation of energy to Industry and Commercial 0105548101268 475 Siripinyo Building, 12th Floor, Sri Ayutthaya Road, Rajthevi, Bangkok 10400 Tel : 0 2201 3466 - 7 Fax : 0 2201 3465 9,200,000 Shares 9,200,000 Shares 10 Baht 92,000,000 Baht 20 %

Remarks : ** indirectly held through ESCO Ventures Company Limited

106

General Information Of The Subsidiaries And Associated Companies Sahasin Wattana Bioenergy Company Limited ** Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

SSB Generation of energy to Industry and Commercial 0105550089211 475 Siripinyo Building, 12th Floor, Sri Ayutthaya Road, Rajthevi, Bangkok 10400 Tel : 0 2201 3466 - 7 Fax : 0 2201 3465 1,000,000 Shares 1,000,000 Shares 10 Baht 10,000,000 Baht 20 %

Remarks : ** indirectly held through ESCO Ventures Company Limited Univentures Consulting Company Limited

Excellent Energy International Company Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

EEI Engineering, Energy management and energy conservation consultancy www.eei.co.th 0105542011771 475 Siripinyo Building, 12th Floor, Sri Ayutthaya Road, Rajthevi, Bangkok 10400 Tel : 0 2201 3466 - 7 Fax : 0 2201 3465 2,050,000 Shares 2,050,000 Shares 10 Baht 20,500,000 Baht 31.81%

107

General Information Of The Subsidiaries And Associated Companies Univentures Consulting Company Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

UVC Finance and Investment Consulting www.univentures.co.th 0105543041526 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 0 2100 7100 Fax : 0 2255 9417 1,000,000 Shares 1,000,000 Shares 10 Baht 10,000,000 Baht 100 %

Forward System Limited Symbol Nature of Business Website Registration No. Head Office Registered Capital Paid Up Capital Par Value Paid Up Capital Percent of Investment

108

FS Sales of time recording and car parking control equipments www.forwardsystem.co.th 0105539131397 888/221-222 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 0 2100 7100 Fax : 0 2255 8986 â&#x20AC;&#x201C; 7 50,000 Shares 50,000 Shares 100 Baht 5,000,000 Baht 100 %