UV : Annual Report 2009 en

Contents Page

General Information Financial Highlights Message from the Chairman Message from the President Report of the Audit Committee 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 Executives Corporate Governance Policy Corporate Social Responsibilities Connected Transactions Report of the Board of Director’s Responsibility in Financial Statements Audit Report of Certified Public Accountant Financial Statements and Notes General Information of the Subsidiaries and Associated Companies

2 3 4 5 7 9 10 15 16 18 24 25 26 37 51 66 67 70 71 72 143

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General Information

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Company Symbol Registration No. Nature of Business Sector Registered Capital Paid Up Capital Par Value The Limited of Foreign Shareholders

Univentures Public Company Limited UV 0107537001030 Property Development and Investment Business Property Development 944,528,490 Shares 764,770,615 Shares 1 Baht 49%

Head Office

888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel: 66 (2) 100 7100 Fax: 66 (2) 255 9417-8 Website: www.univentures.co.th

Factory

Other References:

Invester Relations

2 Soi Phaholyothin 90 Phaholyothin Road, Prachathipat Thanyaburi, Pathumthani 12130 Tel: 66 (2) 100 7111 Fax: 66 (2) 998 9144, 66 (2) 998 9840

Mr. Khumpol Poonsonee Univentures Public Company Limited Tel: 66 (2) 100 7100 # 7109 Fax: 66 (2) 255 9417 e-mail: investor_relations@univentures.co.th

Auditor

Mr. Nirand Lilamethwat Certified Public Accountant Registration No. 2316 KPMG Phoomchai Audit Ltd. 48th – 51st Floors, Empire Tower 195 South Sathorn Road, Yannawa, Sathorn, Bangkok 10120, Thailand Tel: 66 (2) 677 2000 Fax : 66 (2) 677 2222

Securities Registrar

Thailand Securities Depository Company Limited The Stock Exchange of Thailand Building, 62 Ratchadaphisek Road, Klongtoey, Bangkok 10110 Tel: 66 (2) 229 2800

Financial Highlights For the year ended 31 December Operating Results Sales Net Revenues Cost of Sales Gross Profit Net Profit

Financial Position Total Assets Total Liabilities Issued and Paid-up Share Capital Total Shareholders’ Equity

Cash

Data per Share Earning per Share Dividend per Share Book Value per Share Par Value per Share

Financial Ratios Gross Profit Margin Total Asset Turnover Return on Assets Return on Equity Net Debt to Equity Inventory Period Receivable Collection Period Payable Payment Period

Growth Rate Total Assets Total Liabilities

THB million THB million THB million THB million THB million THB million THB million THB million THB million THB million THB THB THB THB % times % % times days days days % %

2009

2008

2007

1,317.01 1,361.02 1,139.17 177.88 8.25

1,136.96 1,216.62 996.84 140.12 61.83

1,458.30 1,547.20 1,265.70 192.60 100.95

2,450.98 435.63 764.76 2,015.35 894.92

2,159.50 221.84 762.27 1,937.66 825.08

0.08 0.05 2.64 1.00

0.16 0.10 2.54 1.00

12.32 0.54 2.68 3.13 0.22 29 55 11

13.21 0.83 5.43 6.05 0.11 30 55 8

3,763.65

1,625.42 764.76 2,138.22

480.25

0.01

0.01

2.80

1.00

13.51

0.44

0.27 0.40 0.71 22

68

39

53.56

249.74

13.50 96.37

38.80 40.30

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Message from the Chairman

The Thai economy has slowed down somewhat, especially in the 4thquarter of 2008, which arose from the negative factors of the world economy downturn as well as the financial institution crisis and the liquidity problems abroad owing to the fluctuations of the world financial crisis. This readily caused capital funds to have gone out from the stocks market partially and also caused foreign investors to have taken back their money. The political unrest which occurred in October 2008 and continued right through to the first 10 months of 2009 caused the Thai economy to have shrunk to its lowest level in February, before gradually adjusted to a better direction in October and the following months. Money from the Government’s economic package stimulus program actually yielded good results towards industrial production, exports, and spending. Public spending confidence seemed to be on the positive side as a result. This includes the real estate stimulation measures designed to assist consumers and real estate operators alike, such as a transfer of residence within 31st December 2009 was entitled to income tax deduction allowances at Baht 300,000, a reduction of specific business tax from 3.3 percent to 0.1 percent, and a reduction of transfer fee from 2 percent to 0.01 percent until 28th March 2010.

The above-said measures have sent positive results to the real estate operators, the buyers of residences for own use or for investment, the employment, and related businesses, quite extensively. The 622 units “U Delight @ Bangsue Station� Project on Prachachuen Road, the first project under the development of our subsidiary company, namely Grand Unity Development Co.,Ltd has received good response beyond expectations, be it the design, the location, the affordable prices, and the ability to transfer to customers in time for income tax deduction allowances of Baht 300,000 within 31st December 2009. As for the Park Ventures Project on Ploenchit - Wireless Road Intersection, which is an office building and hotel project, much of the construction has progressed. Besides the growth of our business which tends to be on the right track, I, in the capacity of Chairman, jointly with directors and executives, have made all of our efforts in pushing the company to have a continued improvement from 2008 on the aspect of supervision of Thai listed companies, it is quite delightful that our company obtained a very good mark in 2009 of 89 percent compared to 83 percent in 2008.

May I 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 executives, and all staff who are committed and dedicated to hard working 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.

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Miss Potjanee Thanavaranit Chairman of the Board

Message from the President

The impacts from the financial institution crisis which caused the world’s economy to slow down since the 4th quarter of 2008 right through to 2009 have affected the movements of capital funds, liquidity, and investment confidence, as well as spending of the institution and the household sectors. The industrial sector which was affected from the said crisis and which sent an impact to the incomes and profits of the Univentures Public Company Limited is the automobile industrial group, whereby the orders for purchase of motor cars and accessories from abroad seemed to have shrunk considerably, thereby causing the car tire manufacturers, who are major customers of zinc oxide business of the joint company, namely Thai Lysate Co.,Ltd to have been affected unavoidably. As the purchase orders were cancelled, the factories had to reduce the production capacity in the 1st quarter by almost 40 percent. The company then needed to adjust its strategies in finding customers in other industrial sectors so as to compensate its lost incomes. In the 2nd quarter to the 4th quarter of 2009 however, purchase orders started to bounce back, but the gross earnings could not still meet the estimated figures, due to the rapid increase of raw materials price, namely zinc ingot, from US 1,379 dollars in April to US 2,376 dollars in December 2009. Considering the basic factors, the price of zinc ingot should not have been increased so quickly, because the world’s economy has not yet clearly recovered, and the demand of the zinc around the world should not have been this high to an extent that affected the increase of such a high price at a relatively short period of time.

From my message in 2007, I did inform the shareholders that we were beginning to make investment in the real estate projects of residential buildings, that is to say, the incomes would be realised in 2009 from the U Sabai Project at Rama IV at the value of Baht 450 Million, and from U Delight @ Bangsue Station at the value of Baht 1,000 Million. Because the operations of zinc oxide business were affected by the world’s economy downturn, thus, the results of operations yielded incomes lower than what we had expected, and, therefore, could not support the income base of the company according to our plans, therefore incomes therefrom cannot yet be realized. We then had to accelerate the construction of U Delight @ Bangsue Station Project so that partial incomes could be realised in 2009, which is some 3 months quicker than that planned, and this also is favourable to the customers as they could exercise the right of income tax allowances of Baht 300,000, which expired on 31st December 2009.

In the past 2009, our joint company, Grand Unity Development Co., Ltd. has opened the U Delight @ Huaykwang Station Condominium Project totalling 597 units valued at Baht 1,200 million, with the average selling price of Baht 53,000 per square metre, with ranges of spaces of 32-64 square metres, and the U Delight @ Jatujak Station, totalling 920 units and valued at Baht 1,800 million, with the average selling price of Baht 57,000 per square metre, and of space ranges of 32-64 square metres,

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Message from the President which received great response from the customers beyond our expectations, as the designs and the suitable prices of “U Delight Concept” appear to have met the requirements of the target group who are mostly new generation people starting to get to work and people who like the luxury of easy travelling by BTS or MRT which are not so far from the Project. As for the office building real estate project, namely Park Ventures Project, which is valued at Baht 5,000 million on Ploenchit – Wireless Road Intersection, the construction has reached the 4th floor, and in the part of the hotel of 23rd-33rd floors, which will be leased out under the TCC Luxury Hotel and Resort Co., Ltd., the work is now under interior design so as to make it a 5-star hotel.

For the work plan in 2010, we shall attach importance to the development of Park Ventures Project, U Delight @ Huaykwang Station and U Delight @ Jatujak Station ,all 3 of which are expected to be gradually completed towards the end of 2011 onwards.

The incomes expected to gain in 2010 would come from the sale and the transfer of the remaining units of U Delight @ Bangsue Station Condominium Project at the value of Baht 920 million, and the income from the zinc oxide business whichis expected to bringin some 15,000 tons of sales, or approximately Baht 1,000 million.

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.

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Mrs. Ornruedi Na-Ranong President

Report of the Audit Committee

To The Shareholders The Audit Committee of Univentures Public Company Limited 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. Nararat Limnararat 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 auditor’s fee.

In 2009, the Audit Committee held altogether 5 meetings, and each meeting was always attended by all Audit Committee members and also held joint meetings with the representatives of the Management, the auditor, and the internal auditor. The Audit Committee had 1 meeting with external auditor and internal auditor without management’s attendance. The meetings 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

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Report of the Audit Committee 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 2010. 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.

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Mr. Suwit Chindasanguan Chairman of Audit Committee

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Remark : * 59.99 % indirected held through Grand Unity Development Co., Ltd.

** 15.80 % indirected held through ESCO ventures Co., Ltd.

*** Paid-up Capital as at 26 February 2010

As at 31st December 2009 (Entities with 10 percent or more than shares held by Univentures)

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. Business of Property Development The Company has extended its real estate development investment of residential condominium for sale type through Grand Unity Development Co., Ltd. of which the Company directly holds shares in a ratio of 60 percent and Grand U Living Co., Ltd its subsidiary (held by Grand Unity Development Co., Ltd. in a ratio of 99.98 percent). There are 3 real estate development projects offered for sale and under construction which are Park view Viphavadi 4 Condominium Project, U Sabai (Rama IV - Kluay namthai) Project, and U Delight @ Bangsue Station Project. Moreover, the Company has expanded its investment by purchasing 2 more plots of land for developing U Delight @ Huaykwang Station Condominium Project and U Delight @ Jatujak Station. Such projects has been offered for sale in the late of fourth quarter in the year 2009 which is anticipated to be completed and transferre to customers in the year 2011.

For low rise real estate development, the Company has invested by holding shares in a ratio of 49 percent in Prinventure Co., Ltd. There were 2 developing projects which have already been sold being the European Town Project located at the area of On-nuj road and Ladkrabang and the Northern Town Rungsit Project.

For leasehold of land in the area of Ploenchit-Wireless Junction, owned by Lertrattakarn Co., Ltd. which shares is held by the Company in a ratio of 100 percent, it is presently under development as being office and hotel building with 33 floors, anticipating to be completed and ready for operation around year 2011.

2. Business Manufacturing and Selling Zinc Oxide Powder This business is operated by the company and Thai Lysaght Co., Ltd. (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 whichare unused natural materials jointly with economical and low pollution energy and the providing of engineering management and energy conservation consultant services via ESCO Ventures Co., Ltd. (the company holds 79 percent shares) and Excellent Energy International Co., Ltd. (the company holds 31.81 percent shares).

4. Other businesses Through Forward System Ltd. (which shares is held by the Company in ratio of 100 percent), business of Car Parking System Distributor namely “ONE SMART TOUCH” which controls access and exit of the projects, building and elevator by only one card and of Time Recording System Distributor and CCTV are also conducted.

Further, there are also Univentures Consulting Co., Ltd. and Univentures Asset Management Co., Ltd. (the company holds 100 percent shares), both of which operate the businesses of providing financial and investment consultant services.

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U Condo for Perfect U Living Practical U Living

All designs are practical and functional for your lifestyles.

Low Cost U Living

Your needs are fulfilled at a reduced cost of living.

Affordable U Living

It makes owning a condominium easier and your dream comes true.

Ongoing Project

Completed period:

2011

U Delight @ Jatujak Station

2011

2010

U Delight @ Huaykwang Station U Delight @ Bang Sue Station

2009

U Sabai Rama IV - Kluaynamthai

Past Project

2008

2007

2006

2005

Parkview Viphavadi 4 Parkview Viphavadi Grand Parkview Asoke Grand Heritage Thonglor

2005

2004

2003

Lumpini Suite Lumpini Townhome Lumpini Place Ratchadapisek - Rama III Ratchadapisek - Rama III Watercliff Grand Unity Development Co., Ltd.

888/223-224, 2nd Floor, Mahatun Plaza Bldg., Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel. 0-2100-7171 Fax. 0-2253-3263 Email: info@grandu.co.th Website: www.grandu.co.th

U Condo by Grand U

Project value: Project area: Project details:

450 million Baht 2-1-33 Rai A 8-storey building with 139 residential units Available room types: Studio and 1-3 bedroom Sales period: June 2008 onwards Completed period: August 2009 The project’s visuals at the actual site

Photos of the atmosphere on the unit transferred date

Project value: Project area: Project details:

1,046 million Baht 3-2-61 Rai A 25-storey building with 622 residential units Available room types: 1-2 bedroom Sales period: October 2008 onwards Completed period: March 2010

Photos of the atmosphere on the unit transferred date The project’s visuals at the actual site

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U Condo by Grand U

Project value: Project area: Project details:

The project’s perspective visuals

1,176 million Baht 5-1-48 Rai Three 20-storey buildings and one 10-storey building with 597 units Available room types: 1-2 bedroom Sales period: November 2009 onwards Completed period: September 2011

Photos of the atmosphere on the project launch date

Project value: Project area: Project details:

1,845 million Baht 5-2-31 Rai One 29-storey building and one 25-storey building with a total of 924 units Available room types: 1-2 bedroom Opened sale office: November 2009 Sales period: January 2010 onwards Completed period: November 2011

The project’s perspective visuals Photos of the atmosphere on the project launch date

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Thai-Lysaght (100 %)

Revenues from Zinc Oxide & Other Chemicals

Domestic sales Export sales Total Other

Revenues from Other Business Net Revenue *Indivected held through Grand Unity Development Co.,Ltd.

Revenues from Investment Other Business

Sale of Time recorder& Car park system Univentures/ control equipment Forward System (100%) / Share of profit(loss) of investments – equity method Univentures Consulting (100%) / Interest Income ESCO Ventures (79%) Other

Investment

Revenues from sale of condominium units

Grand Unity Development (60%) /

Gain on sale of loan collateral

Grand U Living* (59.99%) /

Rental & Gain on sale of property, plant

Lertrattakarn(100 %) /

and equipment for rent Kinnaree Property Fund (98.88%) /

Interest Income Univentures Asset Management (100%)

Dividend income

Gain(loss) on sales of long-term investment

Other

Univentures

4.41% 100%

3.11%

42.21

59.96 1,358.34

35.67%

484.58

(0.20)% 0.96% 0.54%

0.09% 0.43% 0.84% 0.23%

1.17 5.81 11.44 3.07

-

34.09%

59.91%

813.80 463.09

94.00% 6.00% 59.59% 0.32%

760.94 48.53 809.47 4.33

-

(2.66) 13.05 7.36

-

-

Operated by 2009 (Percent of Investment) THB Million %

Zinc Oxide & Other Chemicals

Domestic sales

Export sales

Total

Business Group

22.75 37.06 10.04

35.57

94.15

17.23

5.57 4.45

2.14

64.76

105.42 1,239.37

-

-

1,039.80

38.88 1,039.26 0.54

918.62 81.76 1,000.38

-

-

8.51% 100%

1.84% 2.99% 0.81%

2.87%

7.60%

1.39%

0.45% 0.36%

0.17%

5.23%

83.90%

3.74% 83.85% 0.04%

91.83% 8.17% 96.26%

34.81

(9.89)

39.11

151.17

64.03 1,558.96

-

-

43.09 2.52

97.08 7.88 0.60

1,322.11

184.11 - 1,322.11 -

1,032.24 105.76 1,138.00

-

-

4.17% 100%

2.26%

(0.64)%

2.54%

9.83%

2.80% 0.16% -

6.31% 0.51% 0.04%

86.00%

13.93% 86.00%

90.71% 6.88% 86.07%

For the years ended 31 December 2007 to 2009 2008 2007 THB Million % THB Million %

Revenue Structure

Analysis of Results of Operations and Financial Position Results of Operations In 2009 the combined financial statements of the Company showed that the Company had incomes from sales at Baht 853.92 million, or about 62.86 percent of the total incomes, was decreased from the previous year by 20.55 percent.

The decreasing of income was derived from the decreasing income of Zinc Oxide business due to economic crisis in USA and recession of world economic though the year 2009. The fluctuation of Zinc price in year 2009 was also impacted to our income even our zinc’s sale volume was increased of 860 metric tons from last year. In year 2009, our sale’s volume was 14,086 metric tons.

The income from real estate business was Baht 463.09 or 34.08 percent of the total incomes, tremendous increased by Baht 398.3 million from the previous year largely due to the realized income of Parkview Viphavadi 4 condominium, U Sabai condominium and U delight @ Bangsue Station condominium which the project were completed and start to transfer to customer during quarter 3 and quarter 4 in year 2009.

The interest income was Baht 14.5 million or decreased by Baht 28.6 million from the same period of last year which was booked at Baht 43.1 million. The dropping of interest income was the same direction to the outstanding loan to related parties which was decreased from last year Baht 154.9 million to Baht 37.5 million.

The overall gross margin in year 2009 was 13.51 percent which were increased from last year where the gross profit was 12.53 percent.

The company has improved the gross margin in the real estate business from 23.05 percent in year 2008 to 27.80 percent in year 2009 due to the improve of effectiveness in project cost control.

The selling and administration expenses were Baht 189.3 million which increased by Baht 24.8 million from Baht 164.5 million in the same period of last year. The increased of the expenses resulted from the marketing expense for promote the U Sabai, U Delight @ Bangsue Station, U Delight @ Huaykwang Station and U Delight @ Jatujak Station projects which both last two mention projects expected to realized the income in quarter 3/2011 onward.

In conclusion, in 2009 the total net profit was at Baht 8.24 million, a reduction of Baht 61.83 million from that of last year, or about 86.66 percent.

Financial Position Total Assets Total assets according to the combined financial statements amounted to Baht 3,763.65 million, was increased of Baht 1,312.67 million from the previous year, or equal 53.56 percent increased. The main items were the increase of the value of the properties under development which is Park Ventures project (land development project at the corner of Wireless Road )in the total amount of Baht 624.18 million and our real estate project under development, U Sabai condominium and U Delight @ Bangsue Station condominium in the total amount of Baht 562.87 million.

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Analysis of Results of Operations and Financial Position Total Liabilities Total liabilities according to the combined financial statements amounted to Baht 1,625.42 million, increased by Baht 1,189.79 million from last year due to the creditor under the obligations of the long-term land lease contract at the corner of Park Ventures project was recorded at Baht 800 million. Additionally, the long-term loans from financial institution were increased by Baht 128.02 million for supporting the U Delight @ bangsue Station condominium project.

Shareholders’ Equity As at 31st December 2009, the shareholders’ equity according to the combined financial statements amounted to Baht 2,138.22 million, an increase of Baht 122.87 million from the previous year, or an increase by 6.10 percent.

The mainly reason was the increasing of Baht 96.15 million from the minority interests due to the increase of the capital of Grand Unity Development Company Limited (Grand U) to serve for the extended of its business by Baht 220 million. Grand U presently has the paid-up capital of Baht 600 million.

Cash Flow Cash flow from operating activities was occurred the spending of 373.18 million in 2009. 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 687.57 million from the previous year. The main items were the spending for the Park Ventures project from last year in the amount of Baht 624.18 million.

For the cash flow from financing activities, the company had the net cash of Baht 576.64 million which mainly came from the rental received in advance for related parties at the amount of Baht 400 million, and the long term loan from Financial Institution in the amount of Baht 128.02 million.

As at the end of 2009, the Company and its subsidiary companies had net remaining cash in the amount of Baht 480.25 million.

Important Liquidity Ratio The liquidity ratio stood at 4.55x and the quick ratio was at 2.35x, which was decreased from last year that the liquidity ratio was 19.49x and the quick ratio was at 13.14x respectively. The decrease of liquidity and quick ratios were mainly from the increasing of the current liabilities which main item were the increasing of account payable and current portion of long term loan which due in one year.

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Risk Factors Impacts from Investment in Real Estate Business: 1. Risk from Domestic and World Economy The political factors and the economic situation in the country in 2009 still sent some impacts onto the confidence of the investors and the consumers alike, not to mention that the fluctuations of the oil prices and the problems of economic crisis around the world since 2008 still remained continuously. Besides, towards the end of 2009, mega-investment businesses in the Marp Ta Phud Industrial Estate had to be slowed down owing to environmental law. Also, the money under the government investment policy could not yet be disbursed according to the planned targets. As such, the demand on construction materials was on the decrease.

The macro factor above-said readily caused investment businesses in the property sector to have been slowed down in some ways, for example, demand on office building leasing by target customer group of foreign firms still showed no sign of improvement.

Nevertheless, such a problem did not send impacts on to the Park Ventures Project of the company. This is because the construction of the said Project has yet to be completed, and it will only be open for lease towards the end of 2011.

In the part of the development of real estate project development of residential building, there were new real estate project investors at an increased rate from that of 2008, mainly because of a boost by the government sector, such as entitlement of tax privileges if being a development project according to the criteria of the Board of Investment (BOI), or exemption and reduction of tax for customers who could transfer residences within 2009, which yielded tremendous results to the sales of residential buildings the construction of which were completed within such period. However, the political and the economic risks were a great concern to the financial institutions, so much so that they became quite strict in considering granting credit extensions to real estate projects and buyers. Hence, our policy still attaches importance on careful investments, by choosing to develop well-designed projects at locations which meet the requirements and the base of customers, and also stresses on the quick development of projects so that they be completed as soon as possible, including rendering some assistance to customers in regard to coordination with financial institution in seeking credit approval, so as to prevent risks when the time comes for condominium rooms transfer.

2. Risk from Competition In 2009, real estate operators, especially in residential condominium development business, opened many new projects, particularly those located along the BTS extension lines or new MRT lines already approved by the government, which readily caused fiercer competition. As for the policy on investment of the company in such a business, we try to select locations which are not too far away from communities or BTS lines. This yields an advantage that the land prices and the marketing costs of our company are not as high as those of others whose projects are located right along the BTS lines. Moreover, our selling prices and the installments have been designed to suit our target customer base whose demand on residence is quite high. Besides, we still emphasises on developing projects that are of lifestyle that will suit well with our customers’, by ensuring that the construction of such projects must be completed and can be transferred faster than our competitors.

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Risk Factors 3. Risk on Costs of Project Development At the time the economy had been on the decline greatly in the first half of the year, price competitions among construction contractors were also very severe. Moreover, the prices of construction materials, such as steel, cement, mirror, aluminium, were on the downturn heavily when compared to those during normal situation. Certain construction producers decided to reduce their product prices in order to survive the difficult period. This actually was a good opportunity for the company in selecting quality contractors and quality materials at suitable prices. In the end, we could purchase construction materials and hire contractors at the costs lower than that estimated by 10 percent.

4. Risk from Project Contractors As mentioned above that price competitions among contractors and sellers of construction materials were so severe in 2009, such a scenario then seriously affected the contractors. We therefore put emphasis on careful selection of contractors, whereby we had checked the capabilities and the technical potentials as well as financial standing of the contractors, including their reliability in the business, which is quite important in choosing a contractor.

5. Risk from Credit Extension by Financial Institutions The economic crisis which occurred during 2008 – 2009 caused the financial institutions to become stricter in granting project loans and personal loans, particularly in the part of borrowers for buying real estate property, where the financial institutions seemed to be so careful, as in the past there were a lot of people who bought real estate property just for speculation. As such, when the time for transfer of condominium rooms came, there was a risk that financial institutions might not approve the loan for some customers. In such a situation, the developers must take the rooms back for resale, costing them some business opportunity.

We are well aware of this risk. Therefore, we had set up special measures where by we coordinated with financial institutions since the period of reservation of our condominium projects, and we did check the customers’ credit so as to reduce risks of them being denied loan approval when the transfer time arrived. We also made certain coordination with the customers and the financial institutions very closely during the period of condominium room transfer, so as to render assistance in term of data concerned until the customers could obtain the loan approval by the said financial institutions.

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Risk Factors 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 world market price called the 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. Besides, there is also a risk from speculation of investors and the overall picture of the world economy as well.

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 had retracted and slowed down in 2008, the productions in various industries, especially motorcar tire industry, have been continuously affected, during the 1st and the 2nd quarters. This caused the purchasing demand of the buyers to have not yet recovered from 2008, which readily led to a fiercer competition than the year before, because our competitors applied the selling price strategy in place of quality strategy. Still, in the 3rd quarter of 2009, the economy in the country as a whole began to show signs of improvement gradually, resulting in various industries to have increased their purchases when compared to those in the 1st and the 2nd quarters. This of course resulted in the company having gained market share higher than that of the previous year.

If we compare the prices of zinc ingot used in producing zinc oxide in January 2009 and January 2010, which are of the same period, the reference average price used in the trading in 2010 appears to be reduced by 51 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.

20

Risk Factors 3. Risk from Oil Prices in World Market The downturn world’s economy towards the end of 2008 resulted in the oil prices having declined in the 1st quarter, which was in line with the decreasing demand. It however began to increase in the 2nd quarter according to the increasing demand, owing to the Asian/European and the United States of America’s economy started to pick up some ground. In the production year of 2009, the company had oil expenses at about 47 percent of the expenses on production, a reduction by 8 percent when compared to that of 2008. The oil used in the production was around 55 percent of the production expenses. Despite the reduction, the oil prices are still a significant variable in the production and seem to be on the rise continuously according to the demand of the improving world’s economy, which of course leads to increasing demand. However, though oil is a factor that may affect the costs of production, the company was still able to save its oil consumption by having reduced such by 0.8 percent of the target figure. The company also placed 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 readily caused the total costs of production not to exceed the target set by the company.

4. Risk from Acquirement of Raw Material 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. By applying strategy of acquiring raw material sources, the company would take into account an acquirement of quality raw materials sources, including fixing of buying price, price negotiation, so as to obtain costs which were in conformity with, and which were related to, the selling price under the estimation of the initial profits so fixed. Also, whereas the quantity of stocks and the supplying of the raw material in time for the production plan are important, and relying on one single raw material source in the country may put the company at risk, the company therefore sets out a policy of buying the raw material from abroad additionally,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 adopted a measure to prevent such a risk by making a forward contract in an effort to reduce a risk from the Baht fluctuation.

21

Risk Factors 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 can not 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 Co., Ltd. has had experiences and expertise in engineering and development of energy saving projects for more than 10 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 Co., Ltd. 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 Co., Ltd., 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.

In 2007, ESCO Ventures Co., Ltd. made a joint investment in Sahasinwattana Cogeneration Co., Ltd. at the ratio of 20 percent so as to construct 1.7 megawatts power plant for distribution of electricity and steam to finished tapioca factory at a value of Baht 160 million, with FE Clean Fund from Singapore as the major shareholder and the Export and Import Bank of Thailand (EXIM Bank) as the financial institution granting credits facilities to the project, and the project has already passed the technical feasibility and financial analysis. However, the said project is facing some problems because the operators failed to comply with the agreements made in the contract, which is a risk that the company could not have possibly assessed in the beginning.

Nevertheless, the risk that may occur from energy investment business is at a pretty low level, as the investment money in such business amounts to only a small portion of investment of the company.

22

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 readily affected the growth of income of the company and forced us to find products of new technology to compete in the market. As such, from 2008 onwards, the company has introduced 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 appear to face with competition in regard to technology development considerably and continuously, thereby causing our products to be out-of-date so quickly. Therefore, the company must develop the products continuously so as to create goods which are modern in line with the changing technology and which meet the requirements of domestic customers continuously.

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 and car entrance and exit control system, which, in early 2009, the property sector was still affected continuously, but beginning to show signs of improvement by the end of the year, this caused the company to have been affected by the economic and political situation partially. Thus, the company must expand its customer base to business in its allied group and in other groups.

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.

23

Shareholders Structure UV’s top 10 major shareholders as at the closing date of shareholder register on 31st January 2009 Number of Sharesholder

Shareholders

Shares Hold

Adelfos Company Limited*

UOB KAY HIAN PRIVATE LIMITED

Thai NVDR Company Limited

AMERICAN INTERNATIONAL ASSURANCE COMPANY, LIMITED-TIGER Mr. Sorasan Khurattanaphisan

Mr.Chongrak Sripunporn

Mr. Vichit Chinwongvorakul

Mrs. Ornruedi Na-Ranong

MELLON BANK, N.A. Mrs. Korkaew Mettree

431,297,126 80,425,300 40,124,249 15,000,000 8,000,000 7,600,000 6,904,900 6,841,000 6,500,000 6,060,000

% 56.40 10.52 5.25 1.96 1.05 0.99 0.90 0.89 0.85 0.79

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 January 2009, with now has been holding 16.80 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 January 2009 the Company declared that 16.80 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 Directors will consider for dividend payment as appropriate Dividend payment for the previous 5 years

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Year Annual dividends (Baht per share) Net Profit (THB Million) Dividends payout ratio on net profit

2009 0.01 8.25 92.73%

2008 0.05 61.83 61.84%

2007 0.10 100.95 75.61%

2006 0.10 146.40 36.40%

2005 0.10 117.98 44.95%

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Univentures Public Company Limited

As at 15 February 2010

Organization Chart

Management Structure 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 2009, 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:

1.

2.

3.

4.

5.

6.

7.

8.

Name-Surname

Position

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

Chairman of the Board / Independent Director Independent Director Independent Director Director Director Director Director and President Director/Managing Director

Date of Appointment

18th July 2007 24th October 2003 16th December 2005 18th July 2007 18th July 2007 18th July 2007 24th May 2000 10th June 2003

Note : The Annual Ordinary Meeting of Shareholders of 2009 on 23rd April 2009 passed a resolution that the following directors be appointed: Mr. Nararat Limnararat, Mr. Thapana Sirivadhanabhakdi and Mrs. Ornruedi Na-Ranong, be re-appointed as directors for another term.

In 2009,the Board of Directors held 6 meetings.

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:

26

Management Structure 1. 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.

2. 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.

3. 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.

4. 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 not 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.

5. 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 company’s director, major shareholder or shareholders who are related to the company’s major shareholder.

8. Not having any characteristics which make him incapable of expressing independent opinions with regard to the company’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, same-level subsidiary or juristic person who may have conflicts of interest on the condition that such decision must be a collective one.

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Management Structure 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 andin 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.

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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

Position

1. Mr. Suwit Chindasanguan Chairman of Audit Committee Independent Director. Knowledge in accounting and finance.

2. Miss Potjanee Thanavaranit Audit Committee Member Independent Director. Knowledge in accounting and finance.

3. Mr. Nararat Limnararat Audit Committee Member 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 2009, the Audit Committee held 5 meetings which including 1 meeting with the company’s auditor and without the management’s attendance.

Scope of Powers, Duties and Responsibilities of the Audit Committee 1. To review the Company’s financial reporting process to ensure accuracy and adequate disclosure 2. 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.

3. 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.

4. 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.

5. To review the Company’s risk assessment system and manage risk adequate, properly and efficiently.

6. 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.

7. 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.

29

Management Structure

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.

10. Provide the opinion from the independent advisor or expert if necessary by the Company’s expense.

11. Other act according to the assignment by board of directors of the company with the audit committee’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.

2.

3.

4.

5.

Chairman Committee Member Committee Member Committee Member Secretary

Miss Potjanee Thanavaranit Mr. Nararat Limnararat Mr. Suwit Chindasanguan Mr.Thapana Sirivadhanabhakdi Mrs. Ornruedi Na-Ranong *

Non-Executive Director and Independent Director.

Non-Executive Director and Independent Director.

Non-Executive Director and Independent Director.

Non-Executive Director.

Executive Director

Note : *Mrs. 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 Committee’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.

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Management Structure Scope of Powers, Duties and Responsibilities of Compensation and Nominating Committee 1 . Prescribe bases and policy on the nomination of directors and sub-committee members of the Company.

2. 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.

3. Consider selecting and screening suitable persons to hold the position of managing director upwards, in the case such a position is vacant.

4. 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.

5. Consider proposing recommendations on the remunerations and any other benefits which are necessary and suitable, both inancially 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.

6. 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. Which have the criteria for consideration as follows: - Performance of the Company - Scope of duties and responsibilities of each board or committee - Experience, knowledge and capabilities of directors - Compare to other companies in the same industry 7. Consider fixing the necessary and appropriate remuneration or other benefits both monetary and non-monetary in order to compensate and persuade the high rank of management from Managing Director above by evaluating from his performance, endeavor and the performance of the Company 8. Provide clarifications and answers to questions relating to the remunerations of the directors at the meeting of shareholders.

9. Carry out any other works as assigned by the Board of Directors of the Company and with approval of the Compensation and Nominating Committee.

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Management Structure Executive Committee

1.

2.

3.

4.

5.

6.

Name-Surname

Position

Mr. Thapana Sirivadhanabhakdi Mr. Panot Sirivadhanabhakdi Mr. Sithichai Chaikriengkrai Mrs. Ornruedi Na-Ranong Mr. Thanapol Sirithanachai Mrs. Kanyarattana Chok-oon-kit*

Executive Chairman

Executive Committee Member Executive Committee Member Executive Committee Member Executive Committee Member Executive Committee Member

Non-Executive Director Non-Executive Director Non-Executive Director Executive Director Executive Director 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 2009, it held altogether 13 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.

Secretary of the Company In order to comply with the principles of the good corporate governance and the regulations of the Securities and Exchange Act (No. 4) B.E.2551 (2008), the Board of Directors of the Company has appointed Mr. Alongkorn Prathanrasnikorn, Senior Vice President - Legal and Asset Management Department, as being secretary of the Company. His duties are of providing legal advice and rules the Board of Directors must or must have known and complied, organizing the meeting as well as taking care of all activities of the Board of Directors. This is to enable the Board of Directors to perform their duty efficienly and effectively and

32

Management Structure making the utmost benefits to the Company. His duty also includes arrangerment of and keeping documents in custodian such as register of directors, notices of the board of directors meetings, minutes of the board of directors meetings, annual report of the Company, notices of shareholders meetings, minutes of shareholders meetings and beneficial interest transaction report made by the directors or the executives.

The President and Executives The President and Executives of Univentures Public Company Limited and subsidiary companies of the Company comprise the following: The President and Executives* of Univentures Public Company Limited 1.

2.

3.

4.

5.

6.

7.

8.

9.

Mrs. Ornruedi Na-Ranong Mr. Thanapol Sirithanachai Mrs. Kanyarattana Chok-oon-kit** Mr. Sutee Limpanachaipornkul Mr. Alongkorn Prathanrasnikorn Mr. Khumpol Poonsonee Mr. Ponchai Lertchoomongkol Miss. Pradthana Udomsin Mr. Rachod Nantakwang

Director and President Director and Managing Director Executive Director – Finance and Administration Executive Vice President - Project Development Senior Vice President - Legal and Asset Management Department Senior Vice President - Business Development Department Senior Vice President - IT Development Department Vice President - Accounting Department Vice President - Finance & Budgeting

Note: * An executive refers to 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 Member from 1st March 2009

Executives of Subsidiary Companies 1.

2.

3.

4.

5.

Mr. Korntawat Kingngoen Mr.Neramit Srangiam Mr. Noppadol Theerasilp Mr. Alongkorn Prathanrasnikorn Mr. Khumpol Poonsonee

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

33

Management Structure 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 one-half 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 all ot 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.

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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 • Remuneration for Directors At the 30th Annual General Meeting of Shareholders on 23rd April 2009, 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 monthand 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 Exective Committee member receives a monthly retainer fee of Baht 20,000 per month.

35

Management Structure In 2009 the remuneration for the Board of Directors and Sub-Committees are as follows:

Total Remuneration (THB)

The Board of Directors The Audit Committee The Compensation and Nominating Committee The Executive Committee*

1,716,000 1,200,000 76,000 780,000

Note: *Except executive committee member holding executive post of the company.

Summary of Comparison of Remuneration of Board of Directors and Committees of 2008 and 2009

•

Unit : THB

2009

2008

Remunerations (Monthly and Meeting Allowances)

3,772,000

3,808,000

Remuneration for Executives In 2009, the remunerations received by the 8 executives from the Company in the form of salaries, bonuses, in the amount of 15,455,625 Baht.

Other Remunerations - None -

36

Board of Directors and Executives

(From the front left) (From the back left)

Chairman of the Board/Independent Director: Miss Potjanee Thanavaranit, Director and President: Mrs. Ornruedi Na-Ranong Director: Mr. Panot Sirivadhanabhakdi, Director: Mr. Sithichai Chaikriengkrai, Director: Mr. Thapana Sirivadhanabhakdi Independent Director: Mr. Suwit Chindasanguan, Independent Director: Mr. Nararat Limnararat, Director and Managing Director: Mr. Thanapol Sirithanachai

Board of Directors 1. Miss Potjanee 2. Mr. Suwit 3. Mr. Nararat 4. Mr. Thapana 5. Mr. Panot 6. Mr. Sithichai 7. Mrs. Ornruedi 8. Mr. Thanapol

Thanavaranit Chindasanguan Limnararat Sirivadhanabhakdi Sirivadhanabhakdi Chaikriengkrai Na-Ranong Sirithanachai

Chairman of the Board/ Independent Director Independent Director Independent Director Director Director Director Director and President Director and Managing Director

37

Board of Directors and Executives

(From left) Audit Committee: Miss Potjanee Thanavaranit, Chairman of Audit Committee: Mr. Suwit Chindasanguan, Audit Committee: Mr. Nararat Limnararat

Audit Committee 1. Mr. Suwit Chindasanguan Chairman of Audit Committee 2. Miss Potjanee Thanavaranit Audit Committee 3. Mr. Nararat Limnararat Audit Committee

Executive Committee 1. Mr. Thapana 2. Mr. Panot 3. Mr. Sithichai 4. Mrs. Ornruedi 5. Mr. Thanapol

Sirivadhanabhakdi Executive Chairman Sirivadhanabhakdi Executive Commitee Chaikriengkrai Executive Commitee Na-Ranong Executive Commitee Sirithanachai Executive Commitee

(From the front left)

(From the back left)

38

Executive Chairman: Mr. Thapana Sirivadhanabhakdi, Executive Commitee: Mrs. Ornruedi Na-Ranong Executive Commitee: Mr. Panot Sirivadhanabhakdi, Executive Commitee: Mr. Sithichai Chaikriengkrai, Executive Commitee: Mr. Thanapol Sirithanachai

Board of Directors and Executives Miss Potjanee Thanavaranit

Director Type

Present Position

Age

Nationality

Highest Education

Governance Training of

Thai Institute of Directors Association (IOD)

UV Shareholding

Year of Directorship

Position in Other Listed Companies Present

Position in Non-Listed Companies Present

Present

Present

Present

Position in Rival Companies/

Connected Business that may

cause conflict of interest

Experience 2006 - 2008

2001 – 2008

2002 - 2007

2001 - 2006

Legal record in the past 10 years

Independent Director Chairman of the Board / Audit Committee’s Member / Chairman of Compensation and Nominating Committee 63 Years Thai Master of Business Administration Syracuse University, U.S.A. (USAID Scholarship) The Role of Compensation Committee Program (RCC4/2007) The Role of Chairman Program (RCP13/2006) Directors Certification Program (DCP 17/2002) 0% (-0- shares) 2 Year 4 Months Independent Director / Audit Committee Bangkok Insurance Public Company Limited Independent Director Thai Reinsurance Public Company Limited Independent Director Berli Jucker Public Company Limited Independent Director / Audit Committee Oishi Group Public Company Limited Chairman of the Public Sector Audit and Evaluation Committee Ministry of Commerce Council of State (Group 3 – Monetary Laws) Office of the Council of State Qualified Committee The Federation of the Insurance Organization Sub-Commissioner, The Sub-Commission on the Development and Promotion of Public Organization and the Organizations under Governmental Supervision, the Public Sector Development Commission - None Second Vice – President of the National Legislative Assembly The National Legislative Assembly, the Senate Advisor of minister of commerce Ministry of Commerce Economic Advisor The Council for National Security Member of the Monetary Policy Board The Bank of Thailand Chairman Thailand Insurance Institute Director General, Department of Insurance Ministry of Commerce - None -

39

Board of Directors and Executives Mr. Suwit Chindasanguan

Director Type

Present Position

Age

Nationality

Highest Education

Governance Training of

hai Institute of Directors Association (IOD)

UV Shareholding

Year of Directorship

Position in Other Listed Companies Present

Position in Non-Listed Companies Present

Position in Rival Companies/

Connected Business that may

cause conflict of interest

Experience

2006 - 2008

Legal record in the past 10 years

40

Independent Director Independent Director / Chairman of Audit Committee / Compensation and Nominating Committee’s Member 55 Years Thai Master of Science (Ag. – econ) Kasetsart University 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) 0.07% (500,000 shares) 6 Years 2 Months Chairman / Audit Committee SIS Distribution (Thailand) Public Company Limited Chairman of the Board Internet Solution and Service Provider Company Limited Chairman One to All Company Limited Advisor to Executive Board Thonburi Automotive Assembly Plant Company Limited - None Audit Committee Univentures Public Company Limited - None -

Board of Directors and Executives 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 ’s Member / Compensation and Nominating Committee’s Member 51 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) 3 Years 11 Months - None - Director / Managing Director Asia Asset Management Limited

- None - None - None -

41

Board of Directors and Executives Mr. Thapana 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

Present

Present

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

42

Authorized Director Director / Executive Chairman / Compensation and Nominating Committee’s Member 34 Years Thai Master of Science Administration in Finance Economics from Boston University, U.S.A. Directors Accreditation Program (DAP10/2004) 28.20% (215,648,563 shares) 2 Year 4 Months Director / Vice Chairman Siam Food Products Public Company Limited Vice Chairman / Executive Vice Chairman Oishi Group Public Company Limited Director / Executive Director Beer Thai (1991) Public Company Limited Berli Jucker Public Company Limited Director / President Thai Beverage Public Company Limited Director Adelfos Company Limited - None - None - None -

Board of Directors and Executives 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

2007 – 2009

2003 – 2009

2004 – 2008

2000 – 2004

Legal record in the past 10 years

Authorized Director Director / Executive Director 32 Years Thai Master of Science in Analysis, Design and Management of Information System London School of Economics and Political Science, England and Industrial Engineering and Economics from Massachusetts University, ASA. Directors Certification Program (DCP46/2004) Finance for Non-Finance Director (FND10/2004) 28.20% (215,648,563 shares) 2 Year 4 Months Director / Executive director Berli Jucker Public Company Limited Director Siam Food Products Public Company Limited Thai Alcohol Public Company Limited Director / Executive director Beer Thip Brewery (1991) Company Limited Director/ Executive Vice President T.C.C. Technology Company Limited Director TCC Land Leisure Company Limited Adelfos Company Limited Eastern Seaboarn Industrial Estate (Rayong) Company Limited Plantheon Company Limited Siriwana Company Limited Cristalla Company Limited TCC Holding Company Limited TCC Land Company Limited - None Director Lan Chang Development Company Limited Southeast Group Company Limited (TCC Capital Company Limited) Terragro Company Limited Beer Thai (1991) Public Company Limited - None -

43

Board of Directors and Executives 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

Position in Non-Listed Companies Present

Position in Rival Companies/

Connected Business that may

cause conflict of interest

Experience

1997 – 2004

Legal record in the past 10 years

44

Authorized Director Director / Executive Director 55 Years Thai Mini MBA Kasetsart University Directors Certification Program (DCP26/2003) DCP Refresher Course (2/2005) 0% (-0- shares) 2 Year 4 Months Director / Executive director Siam Food Products Public Company Limited Oishi Group Public Company Limited Berli Jucker Public Company Limited Director / Senior Vice President Thai Beverage Public Company Limited Director Adelfos Company Limited Eastern Seaboard Industrial Estate (Rayong) Company Limited - None Director / Senior Vice President Beer Thai (1991) Public Company Limited - None -

Board of Directors and Executives Mrs. Ornruedi Na - Ranong

Director Type

Present Position

Age

Nationality

Highest Education

Governance Training of (IOD)

UV Shareholding

Year of Directorship

Position in Other Listed Companies

Position in None-Listed Companies Present

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

Authorized Director Director / Executive Director / Secretary to Compensation and Nominating Committee / President 49 Years Thai Master of Business Administration San Diego State University, U.S.A. Role of the Compensation Committee Program (RCC7/2008) DCP Refresher Course (3/2006) Diploma of Directors Certification Program (DCP17/2002) 0.89% (6,841,000 shares) 9 Years 7 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 Excellent Energy International Company Limited Univentures Consulting Company Limited 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 Limited Division Manager Esso Standard Thailand Company Limited - None -

45

Board of Directors and Executives 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 None-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

46

Authorized Director Director / Executive Director / Managing Director 42 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% (-0- shares) 6 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 Executives 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 35 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 – 2007

Legal record in the past 10 years

Senior Vice President, Business Development Department 38 Years 0.18% (1,403,000 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 -

47

Board of Directors and Executives Mr. Alongkorn Prathanrasnikorn

Present Position

Age

UV Shareholding

Relationship With Management

Highest Education

Governance Training of (IOD)

Experience

Present

Present

1998 – 2007

Legal record in the past 10 years

Senior Vice President, Legal and Asset Management Department 44 Years 0% (-0- shares) - None Master of Law, McGeorge School of Law University of the Pacific, U.S.A. Directors Certification Program (DCP 114/2510) Financial Statements for Directors (FSD 4/2510) 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

48

Senior Vice President, IT Development Department 40 Years 0% (-0- shares) - None Master of Business Administration Chulalongkorn University - None Manager Siam Piwat Company Limited IT Country Manager Credit Suisse Securities Thailand Company Limited IT Country Manager Thailand ING Baring Securities Company Limited - None -

Board of Directors and Executives Mr. Rachod Nantakwang

Present Position

Age

UV Shareholding

Relationship With Management

Highest Education

Governance Training of (IOD)

Experience

2006 – 2008

2002 – 2006

2000 – 2002

2000 – 2002

Legal record in the past 10 years

Vice President Finance & Budgeting 40 Years 0% ( -0- shares) - None MBA in Finance University of Oklahoma, USA - None - Corporate Finance and Investor relation Manager Workpoint Entertainment Public Company Limited Assistant Finance Manager Thai Samsung Electronic Company Limited Senior Office Corporate Planning Department True Corporation Public Company Limited Financial Analyst General Motors Thailand - None -

Miss. Pradthana Udomsin

Present Position

Age

UV Shareholding

Relationship With Management

Highest Education

Governance Training of (IOD)

Experience

2006 - 2007

2004 - 2007

1998 - 2005

Legal record in the past 10 years

Vice President Accounting Department 48 Years 0.06% (436,500 shares) - None Bachelor of Business Administration Ramkhamhaeng University - None Assistant Managing Director Accounting & Finance Division Univentures Public Company Limited Director Thai – Lysaght Company Limited Accounting & Finance Manager Univentures Public Company Limited - None -

49

Board of Directors and Executives 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 44 Years 0.00% (3,000 shares) - None Bachelor Degree, Finance Thai Chamber of Commerce University Directors Certification Program (DCP71/2006) - None - - None -

Mr. Neramit Srangiam

Present Position

Age

UV Shareholding

Relationship With Management

Highest Education

Governance Training of (IOD)

Experience 2004– Present

Legal record in the past 10 years

Director / Managing Director, Grand Unity Development Company Limited 42 Years 0% (-0- shares) - None Bachelor Degree, Bachelor of Engineering (Civil Engineering) Chiang Mai University - None - Director / Managing Director, Thai Web Business Company Limited Executive Director The Brain Stem Company Limited Executive Director The Frontal Lobe Company Limited - 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

50

Director / Managing Director, Forward System Limited 52 Years 0.00% (5,600 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’ meetingsfor making important decisions of the Company, for example, election and removal of directors, approval of significant transactionswhich 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 including open for shareholders enquires to the Board of Directors before the shareholders’ meeting date.

51

Corporate Governance Policy 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 48 hours after the people know such information, 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.

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 the 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.

52

Corporate Governance Policy

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 it encourages 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.

Shareholders’ Meeting In 2009 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 2009 the Company held 1 ordinary shareholders’ meeting, whereby it disclosed the resolutions of the Board of Directors in regard to the holding of the shareholders’ meetings on the website of the Stock Exchange of Thailand as well as its own website.

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

53

Corporate Governance Policy 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 including open for shareholders enquires to the Board of Directors before the shareholders’ meeting date. 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.

54

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 website 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 website.

Leadership and Visions

As the company has laid down the strategies and UV roadmap since 2009 up to 2010 with an aim that we shall be a leading company that makes investment in real estate business so as to create incomes from continuous investments based on distribution of risks under economic situation of the country in the long term period, therefore, during 2009 and 2010, it will be a period of investments in construction projects, personel development, and development of various systems. The company will gradually realise its incomes from the sale of residential development projects as from the end of 2009 onwards, and from the rent from the office building project as from the end of 2010 onwards. We shall expandour investment continuously under our joint companies that have expertise in each category of real estate project, taking into account project designs and functions, efficient management, costs, selling prices, after-sale services, good relations with customers, social responsibilities and environments, all of which are factors that would help push our company to be a leading real estate investment company for a very long time.

The President had already put forward the above-said visions, strategies, and roadmap to the Executive Board Meeting for discussion and it was duly approved by the Board of Directors. The Executive Board and the directors shall then monitor the plans, the budget and the risk factors on the impacts that may arise from the changing economic situation and the market competition continuously.

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:

55

Corporate Governance Policy

Name-Surname 1. Miss Potjanee Thanavaranit

56

Courses

- The Role of Compensation Committee Program (RCC 4) - The Role of Chairman Program (RCP 13) - Directors Certification Program (DCP 17)

- The Role of the Chairman Program (RCP 18) - The Role of Compensation Committee Program (RCC1) - Improving the Quality of Financial Reporting (QFR 2) - Audit Committee Program (ACP4) - Directors Certification Program (DCP44) - Directors Accreditation Program (DAP14)

- Directors Certification Program (DCP – initial) - Finance for Non-Finance Director (FND - 2547)

- Directors Accreditation Program (DAP 10) Director

2. Mr. Suwit

Chindasanguan

3. Mr. Nararat

Limnararat

4. Mr. Thapana

Sirivadhanabhakdi

5. Mr. Panot

Sirivadhanabhakdi

- Directors Certification Program (DCP 46) - Finance for Non-Finance Director (FND10)

6. Mr. Sithichai

Chaikriengkrai

- Directors Certification Program (DCP 26) - DCP Refresher Course 2

7. Mrs. Ornruedi Na-Ranong

- Role of the Compensation Committee Program (RCC7) - DCP Refresher Course 3 - Diploma of Directors Certification Program (DCP17)

8. Mr. Thanapol

- Directors Certification Program (DCP 39) - Directors Accreditation Program (DAP 10)

Sirithanachai

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.

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 one’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.

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Corporate Governance Policy 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.

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 2009, 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.

The Board of Directors has the policy to set the meeting as necessity for discussing any problem of the operation without the directors who are the management and also set the meeting for the Audit Committee and the auditor without the management at least one time a year in order to make confident that the directors of the Company perform their duties as the shareholders’ representative independently and has the proper check and balance.

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.

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Corporate Governance Policy 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 2009 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 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

59

Corporate Governance Policy to discuss and express opinions openly. The Chairman of the Company shall compile opinions and conclusions obtained from the meeting. In the case where any director has significant vested interest in the matter under consideration, such director must leave the meeting during the consideration of the said matter. Minutes of each meeting are recorded in writing verified by the Chairman, President and Company’s Secretary and presented to the Board of Directors for consideration before they are adopted at the next meeting. The documents which are filed comprising 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 2009 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.

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Corporate Governance Policy 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. Since 2008, the company has adopted a policy on monthly risk review and has jointly attended meetings with the Risk Assessment Sub-Committee 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 to review the 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.

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 person who has knowledge capability and well understood of the company’s business to be investor relations. In addition,the President and/ or the Managing Director have the duty 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.

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Corporate Governance Policy In addition, the investors can contact with the investor relations via email address: investor_relations@univentures.co.th in order to communicate with investors, broker analysts and related units or can directly contact at Mr. Khumpol Poonsonee Univentures Public Company Limited 888/210-212 Mahatun Plaza Building, 2nd Floor Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 TEL : 0-2100-7100 # 7109 FAX : 0-2 255-9417 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 since 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,

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Corporate Governance Policy 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 and 48 hours after the people know such information, 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.

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).

Meeting Attendance of Each Director of 2009

List of Directors 1. Miss Potjanee 2. Mr. Suwit 3. Mr. Nararat 4. Mr. Thapana 5. Mr. Panot 6. Mr. Sithichai 7. Mrs. Ornruedi 8. Mr. Thanapol

Thanavaranit Chindasanguan Limnararat Sirivadhanabhakdi Sirivadhanabhakdi Chaikriengkrai Na-Ranong Sirithanachai

Attendance of Meetings (Times) Board Audit Committee Compensation of Directors and Nominating

Committee

6/6 5/5 1/1

6/6 5/5 1/1

6/6 5/5 1/1

6/6 - 1/1

4/6 - -

6/6 - -

6/6 - -

6/6 - -

Management

11/13 12/13 13/13 13/13 13/13

63

Corporate Governance Policy Securities Holding of Directors

1.

2.

3.

4.

5.

6.

7.

8.

List of Directors

Miss Potjanee Mr. Suwit Mr. Nararat Mr. Thapana Mr. Panot Mr. Sithichai Mrs. Ornruedi Mr. Thanapol

Thanavaranit Chindasanguan Limnararat Sirivadhanabhakdi Sirivadhanabhakdi Chaikriengkrai Na-Ranong Sirithanachai

No. of UV Held**

-

500,000

-

215,648,563*

215,648,563*

- 6,841,000

-

No. of UV – W1 Held** -

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 %.

**Data as at 31 January 2010

Remunerations of Company’s Directors of 2009

Remunerations (Baht)

Board Audit Committee Compensation Management

List of Directors of Directors and Nomination

Committee

1.Miss Potjanee Thanavaranit 324,000 360,000 22,000

- 2.Mr. Suwit Chindasanguan 204,000 480,000 8,000 - 3.Mr. Nararat Limnararat 204,000 360,000 18,000

- 4.Mr. Thapana Sirivadhanabhakdi 204,000 - 18,000 300,000 5.Mr. Panot Sirivadhanabhakdi 168,000 - - 240,000 6.Mr. Sithichai Chaikriengkrai 204,000 - - 240,000 7.Mrs. Ornruedi Na-Ranong 204,000 - - - 8.Mr. Thanapol Sirithanachai 204,000 - - -

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Total

706,000 702,000 582,000 522,000 408,000 444,000 204,000 204,000

Corporate Governance Policy 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 2,877,000, consisting of auditor’s fee of the Company at Baht 810,000 and for the subsidiary companies at Baht 2,067,000.

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 The Company and its subsidiary companies do not have 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 fiscal year including no any legal case that has significant effects on their business operations or no any legal case not arisen from their normal business operations.

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Corporate Social Responsibilities Univentures Public Company Limited and its subsidiaries have realized for the social responsibilities and believed that carrying out of business with social responsibility would create long-term sustainability into the business. In the year 2009, the Company has taken part to support vary activities so as to develop potentiality and enhances capability of children and youth in relation to education and to create more chance to disadvantaged person in the society by providing scholarships,donation of fund and objects to school and foundations as follows:

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- Donation of the objects to Wat Suan Kaew; - Providing scholarships to Thanyaburi School, Pathumthani Province; and - Donation of fund and objects to Foundation of Blind Children Home and Disabled Duplicate, Ram-Intra.

Connected Transactions 1. Connected Transactions The Company has a connected transaction with persons who may have a conflict of interest occurring in years 2008 and 2009 as follows:

(1) The Company provided short-term loans to affiliates

Year Affiliates

Relation the Company

(Unit : Thousand Baht) Carried Additional Repayment Outstanding Forward Loan between Installment amount

Interest Rate

Prinventure Co., Ltd. MLR+2

Excellent Energy 2009 International Co., Ltd. Joint Directors 9

Sahasinwattana Cogeneration Co., Ltd. 8

(2) The Company has interest income from affiliates

149,165

-

5,000

-

740

-

117,315

31,850

-

5,000

-

740

(Unit :Thousand Baht)

Affiliates

Relation to the Company

Interest income in 2009

Excellent Energy International Co., Ltd Prinventure Co., Ltd. Joint Directors Sahasinwattana Cogeneration Co., Ltd.

Interest income in 2008

450 5,611 59

581 18,103 10

(3) Interest receivable owed to the Company by affiliates

(Unit :Thousand Baht)

Affiliates

Sahasinwattana Cogeneration Co., Ltd.

Relation to the Company

Interest receivable in 2009 Interest receivable in 2008

Joint Directors

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10

67

Connected Transactions Financial assistance to related business The Company has provided financial assistance to subsidiaries and affiliates companies in proportion to its beneficial interest held in such juristic persons on an arm length basic which is in ordinary course of business and which transactions has been approved by the board of directors of the Company and disclosed such encumbrances and connected transactions in remarks to the financial statements ended December 31, 2009.

2. Necessity and Rationales of the Transaction The connected transaction is rationale due to they are transacted and supported in the normal course of business with arm length basic conditions and the remuneration of such can be calculated according to the assets or reference value which complies with the regulations of the Stock Exchange of Thailand. Apart from determining authorities of the approved persons in relation to their approved limit, the audit committee has reviewed the connected transaction for which must be considered by the board of directors of the Company according to the rules of the Stock Exchange of Thailand and is of the opinion that the connected transactions comply with the ordinary course of business of the Company. Details of the connected transactions are disclosed in a remark attached to the financial statements ended December 31, 2009.

3. Measures or Procedure in Granting Approval of Connected Transactions The Company has policies and procedures to approve and manage the connected transactions and which may have conflict of interest as follows: - The transactions that are considered as connected transactions according to the principles of the Stock Exchange of Thailand shall comply with the regulations of the Stock Exchange of Thailand and Securities and Exchange Commission accurately and completely together with it must be verified by the Audit Committee if consideration from the Board is required.

- Returns of financial assistance transactions to subsidiaries and affiliates companies such as granting revolving facility, loan and guaranty, shall be of the market rate.

- Directors who have beneficial interest in any subject matter shall have no right to vote and not be allowed to attend the meeting.

- In the case where connected transactions catergorised as or supporting to the normal course of business for which is empowered by executives, price and conditions applied by the Company must be the same as tranacted with the third parties.

Without such price, the Company shall make a comparison of products or services with the third parties (subject to the same or similar conditions) or may make use of the report of independent appraiser employed by the Company, for important connected transactions to ensure that price is rationale and for the utmost benefit of the Company. Determination of authorities of approved person must also be in accordance with its limit and the executive who has beneficial interest to such transaction shall not be an approved person.

- If the connected transactions have a value determined to request an approval from the shareholders, requiring three fourth of voting right who have the right to vote, the majority shareholders who have beneficial interest shall be able to attend the meeting for constituting a quorum but shall have no right to vote. (The basis of voting calculation to approve the connected transactions shall not include stakeholders so that a problem to the quorum issue and voting right do not exist.)

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Connected Transactions 4. Policy or Tendency to Make Future Connected Transactions The connected transaction which has occurred and may occur in the future shall be of the normal course of business transaction without transferring any interest between the Company, subsidiaries and persons who may have conflicts.The Company will assign the audit committee to review and provide the opinion in relation to the appropriate price and making such transaction.

In addition, strictly disclosure, classification, value and rational behind making such transaction shall be made to the shareholders according to the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand.This is to ensure that benefits of the shareholders and stakeholders are fairly and equally taken under the policy of the good corporate governance.

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Report of the Board of Directors’ Responsibility in Financial Statements Report of the Board of Directors’ Responsibility 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 Committee’s opinions on the said matters appear in the Audit Committee’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 2009 have shown the financial position and the results of operations accurately and reasonably in the material parts according to the generally accepted accounting standards.

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Miss Potjanee Thanavaranit Chairman of the Board

Audit Report of Certifififfiied Public Accountant To the Shareholders of Univentures Public Company Limited I have audited the accompanying consolidated and separate balance sheets as at 31 December 2009 and 2008, and the related statements of income, changes in equity and cash flows for the years then ended of Univentures Public Company Limited and its subsidiaries, and of Univentures Public Company Limited, respectively. The Company’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 audits.

I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial 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 positions as at 31 December 2009 and 2008 and the results of operations and cash flows for the years then ended of Univentures Public Company Limited and its subsidiaries, and of Univentures Public Company Limited, respectively, in accordance with generally accepted accounting principles.

(Nirand Lilamethwat) Certified Public Accountant Registration No. 2316

KPMG Phoomchai Audit Ltd. Bangkok 25 February 2010

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Balance Sheets Univentures Public Company Limited and its Subsidiaries As at 31 December 2009 and 2008

Assets

Current assets Cash and cash equivalents Trade accounts receivable Other receivable from and short-term loans to related parties Inventories Project development cost Land deposits Other current assets Total current assets

Non-current assets Investments in subsidiaries Investments in associates Investments in equity securities available for sale Advances for construction Properties under development for lease Property, plant and equipment Intangible asset Goodwill Other non-current assets Total non-current assets Total assets

Note

5 7 4 8, 30 9 32 10

11 12 6 4, 13 14 15 15

(Unit : Baht) Consolidated Separate financial statements financial statements 2009 2008 2009 2008

480,245,630 894,920,634 282,240,008 595,463,090 189,655,461 127,698,035 - 118,016,223

442,489,497 155,041,269 765,202,399 287,749,227 100,477,851 151,931,662 133,266,560 815,849,019 252,963,060 - 62,800,000 25,421,400 - 64,130,901 43,184,533 1,714,546 4,626,446 2,155,648,359 1,651,160,593 1,049,156,953 1,139,121,546

- - 634,925,948 511,624,735 71,423,450 74,080,573 51,591,543 53,282,843 - 33,306,266 - 320,802,600 95,620,660 - 970,441,407 346,257,101 - 221,378,479 236,574,181 128,130,094 149,527,568 12,582,419 3,435,055 11,052,757 3,093,617 1,340,178 679,977 - 10,032,713 9,864,050 3,376,537 3,721,242 1,608,001,246 799,817,863 829,076,879 721,250,005 3,763,649,605 2,450,978,456 1,878,233,832 1,860,371,551

The accompanying notes are an integral part of these financial statementes

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Balance Sheets (Continued) Univentures Public Company Limited and its Subsidiaries As at 31 December 2009 and 2008

Liabilities and equity

Current liabilities Trade accounts payable Current portion of long-term loan from financial institution Other payable to and short-term loans from related parties Short-term loan from other party Current portion of liabilities under hire purchase agreement Income tax payable Advance received from customers Retention payable Other current liabilities Total current liabilities

Non-current liabilities Long-term loan from financial institution Rental received in advance from related party Other non-current liabilities Total non-current liabilities Total liabilities

Note

4 16 4,16 16 16 7 17

16 4

Consolidated financial statements

(Unit : Baht) Separate financial statements

2009 2008 2009

2008

217,565,569 26,162,310 -

218,024,100 - -

3,930,721 10,727,228 683,878 8,850,000 - - - 57,114 -

8,367,078 3,599,477 57,114

3,072,359 5,400,629 316,974 5,045,572 69,887,457 19,928,090 - 31,983,860 2,479,828 - 22,111,513 24,881,031 3,114,528 6,640,347 575,425,579 89,636,230 4,115,380 23,709,588

- 90,000,000 - 1,050,000,000 250,000,000 - - 5,990,000 - 1,050,000,000 345,990,000 - 1,625,425,579 435,626,230 4,115,380 23,709,588

The accompanying notes are an integral part of these financial statementes

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Balance Sheets (Continued) Univentures Public Company Limited and its Subsidiaries As at 31 December 2009 and 2008 (Unit : Baht) Separate financial statements

Equity Share capital Authorised share capital Issued and paid-up share capital Share premium Unrealised surpluses (deficits) Revaluation difference on land Fair value changes on investments Retained earnings Appropriated Legal reserve Unappropriated Total equity attributable to equity holders of the Company Minority interests Total equity Total liabilities and equity

Consolidated financial statements

2009 2008 2009 Note

18 944,528,490 944,528,490 944,528,490 764,766,980 764,766,980 764,766,980 474,567,342 474,567,342 474,567,342 19 19 147,567,416 147,567,416 110,261,000 14 - (56,698,662) -

54,647,075 50,862,333 52,165,075 19 456,135,217 489,910,862 472,358,055

944,528,490 764,766,980 474,567,342 110,261,000 48,380,333 438,686,308

1,897,684,030 1,870,976,271 1,874,118,452 1,836,661,963 240,539,996 144,375,955 - 2,138,224,026 2,015,352,226 1,874,118,452 1,836,661,963 3,763,649,605 2,450,978,456 1,878,233,832 1,860,371,551

The accompanying notes are an integral part of these financial statementes

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2008

Statements of Income

Note Revenues 4, 21 Revenue from sale of goods and rendering of services Revenue from sale of units in condominium project Interest income Dividend income Other income 22 Total revenues

Expenses 4 Cost of goods sold and rendering of services Cost of sale of units in condominium project Selling expenses 23 Administrative expenses 24 Management benefit expenses 25 Total expenses

Share of profit (loss) of associates, net of income tax

Profit before finance costs and income tax expense Finance costs 4, 26 Profit before income tax expense Income tax expense Profit for the year

Attributable to: Equity holders of the Company Minority interests Profit for the year

Earnings per share 28 Basic Diluted

Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

(Unit : Baht) Consolidated Separate financial statements financial statements

2009 2008 2009 2008

853,926,385 1,074,832,348 184,656,107 1,033,266,006 463,093,245 64,756,139 - 14,451,542 43,063,855 35,559,618 43,482,593 5,807,700 4,457,883 74,026,281 48,113,338 23,736,460 29,513,874 6,156,873 10,583,746 1,361,015,332 1,216,624,099 300,398,879 1,135,445,683

776,777,808 944,216,411 133,266,760 893,972,513 362,363,909 52,626,031 - 44,351,976 21,467,614 - 14,035,819 128,619,704 125,028,364 73,316,614 70,312,385 16,376,121 17,959,389 16,376,121 17,959,389 1,328,489,518 1,161,297,809 222,959,495 996,280,106

(2,657,123) 22,750,407 -

29,868,691 78,076,697 77,439,384 139,165,577 (1,119,811) (780,781) (27,705) (21,596) 28,748,880 77,295,916 77,411,679 139,143,981 (11,823,594) (31,061,846) (1,716,841) (29,937,328) 16,925,286 46,234,070 75,694,838 109,206,653

8,247,446 61,829,795 75,694,838 109,206,653 8,677,840 (15,595,725) - 16,925,286 46,234,070 75,694,838 109,206,653

0.01 0.08 0.10 0.14 0.01 0.08 0.10 0.14

The accompanying notes are an integral part of these financial statementes

75

76 Note

The accompanying notes are an integral part of these financial statementes

Balance at 1 January 2008 Unrealised surpluses (deficits) Land Net change in fair value recognised in equity Available for sale investments Net change in fair value recognised in equity Net income (expense) recognised directly in equity Profit (loss) for the year Total recognised income (expense) Dividends 29 Transfer to legal reserve 19 Issue of ordinary shares by a subsidiaryto minority interests Acquisition of subsidiary Issue of ordinary shares 19 Share subscription received in advance 19 Balance at 31 December 2008

Unappropriated

Minority Total interests equity

attributable to

of The Company

equity holders

-

-

(36,391,632)

-

-

(36,391,632)

61,829,795 34,972,163 (15,595,725) 19,376,438 (76,326,690) (76,326,690) (76,326,690)

-

-

(26,857,632) (26,857,632) 61,829,795 (15,595,725) 46,234,070

(36,391,632) 61,829,795

- -

-

5,460,333 (5,460,333)

132,000,000 132,000,000 -

(1,835) (91,835)

-

-

2,498,706 1,234,392 - (3,733,098) - - - 2,734,238 2,734,238 - 2,734,238

764,766,980 474,567,342 147,567,416 (56,698,662) 50,862,333 489,910,862 1,870,976,271144,375,955 2,015,352,226

9,534,000 (36,391,632)

-

- 9,534,000 (36,391,632) - -

- -

-

762,268,274 473,332,950 138,033,416 (20,307,030) 998,860 45,402,000 509,868,090 1,909,596,560 28,063,515 1,937,660,075

- - 9,534,000 - - - - 9,534,000 - 9,534,000

Issued and Revaluation Fair value subscription paid-up Share difference changes on received in Legal share capital premium on land investments advance reserve

Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008 Consolidated financial statements (Unit : Baht)

Unrealised surpluses (deficits) Retained earnings

Share Total equity

Statements of Changes in Equity

77

29 19 11 11

The accompanying notes are an integral part of these financial statementes

Balance at 1 January 2009 Unrealised surpluses Available for sale investments Net change in fair value recognised in equity Net change in fair value transferred to profit Net income recognised directly in equity Profit for the year Total recognised income Dividends Transfer to legal reserve Issue of ordinary shares by a subsidiary to minority interests Acquisition of subsidiary

Balance at 31 December 2009 147,567,416

(56,698,662)

50,862,333 489,910,862 1,870,976,271 144,375,955 2,015,352,226

Total equity

54,661,406 54,661,406 54,661,406

2,037,256

2,037,256

2,037,256

56,698,662 56,698,662 56,698,662

8,247,446 8,247,446 8,677,840 16,925,286

56,698,662

8,247,446 64,946,108

8,677,840 73,623,948

(38,238,349) (38,238,349) (38,238,349) 足 3,784,742

(3,784,742) -

88,000,000 88,000,000

(513,799) (513,799) 764,766,980 474,567,342 147,567,416 - 54,647,075 456,135,217 1,897,684,030 240,539,996 2,138,224,026

764,766,980 474,567,342

Total equity Issued and Revaluation Fair value attributable to paid-up Share difference changes on Legal equity holders of Minority on land investments reserve Unappropriated the Company interests Note share capital premium

(Unit : Baht) Consolidated financial statements Unrealised surpluses (deficits) Retained earnings

Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Statements of Changes in Equity (continued)

78 29 19

29 19 18 18

14

Note

The accompanying notes are an integral part of these financial statementes

Balance at 1 January 2008 Unrealised surpluses Land Net change in fair value recognised in equity Net income recognised directly in equity Profit for the year Total recognised income Dividends Transfer to legal reserve Issue of ordinary shares Share subscription received in advance Balance at 31 December 2008

Balance at 1 January 2009 Profis for the year Total recognised income Dividends Transfer to legal reserve

Balance at 31 December 2009

1,836,661,963 75,694,838 75,694,838 (38,238,349) -

764,766,980 474,567,342 110,261,000 48,380,333 438,686,308

- ­ 75,694,838

75,694,838

(38,238,349)

­ 3,784,742

(3,784,742) 764,766,980 474,567,342 110,261,000 52,165,075 472,358,055

1,874,118,452

7,170,000 7,170,000 109,206,653 116,376,653 (76,326,690) 2,734,238 1,836,661,963

7,170,000

7,170,000

- 109,206,653

7,170,000 109,206,653

- (76,326,690)

5,460,333 (5,460,333) ­ ­ ­ 2,498,706 1,234,392 (3,733,098)

2,734,238 764,766,980 474,567,342 110,261,000 48,380,333 438,686,308

Share Total equity Issued and Revaluation subscription attributable to paid-up Share difference received in Legal

equity holders share capital premium on land advance reserve Unappropriated of the Company

762,268,274 473,332,950 103,091,000 998,860 42,920,000 411,266,678 1,793,877,762

(Unit : Baht) Separate financial statements Unrealised surpluses Retained earnings

Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Statements of Changes in Equity (continued)

Statements of Cash flFfllows Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Cash flows from operating activities Profit for the year Adjustments for Depreciation and amortisation Interest income Dividend income Finance costs Loss (gain) on obsolescence of inventories Reversal of doubtful debts expense Loss on impairment in value of investment in subsidiaries and associates Gain on sale of investment in associate Gain on sale of equity securities Unrealised loss on exchange Gain on decreasing of investment unit of property fund (subsidiary) Gain on disposal of property, plant and equipment Share of profit (loss) of associates, net of income tax Income tax expense Changes in operating assets and liabilities Deposit at bank under commitment Trade accounts receivable Other receivable from related parties Inventories Project development cost

(Unit : Baht) Separate financial statements

Consolidated financial statements

2009 2008 2009 2008

16,925,286 46,234,070 75,694,838 109,206,653

13,661,842 13,011,473 5,114,865 6,217,596 (14,451,542) (43,063,855) (35,559,618) (43,482,593) (5,807,700) (4,457,883) (74,026,281) (48,113,338) 1,119,811 780,781 27,705 21,596 (841,731) 20,136,644 - 20,579,810 (42,000) - (30,000) -

- -

4,064,147 7,995,414 (9,021,000) - - (2,418,468) - - 3,207,718 2,453,806 3,050,011 2,453,806 -

-

-

(3,660,172) (2,245,155) (3,333,119) 2,657,123 (22,750,407) - 11,823,594 31,061,846 1,716,841 13,152,761 41,161,320 (23,280,611)

- 546,000 - (61,928,959) 88,297,615 118,016,223 (4,704,828) 8,866,080 (19,454,756) 52,298,034 (30,661,375) 133,266,560 (562,885,959) (190,552,015) -

(132,226) (181,222) 29,937,328 84,502,824 83,347,310 (1,583,427) (35,555,729) -

The accompanying notes are an integral part of these financial statementes

79

Statements of Cash flFfllows (continued) Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Other current assets Other non-current assets Trade accounts payable Other payable to related parties Advances received from customers Other current liabilities Income taxes paid Net cash provided by (used in) operating activities Cash flows from investing activities Interest received Dividends received Purchase of property, plant and equipment Sale of property, plant and equipment Purchase of intangible asset Short-term loans to related parties Cash receipts from short-term loans to related parties Advances for construction Properties under development for lease Cash receipts from sale of equity securities Cash receipts from sale of current investments Cash receipts from capital reduction of subsidiary Cash receipts from decreasing of investment unit of property fund (subsidiary) Net cash outflow on acquisition of subsidiaries Net cash outflow on acquisition of associate Net cash provided by (used in) investing activities The accompanying notes are an integral part of these financial statementes

80

Consolidated financial statements

(Unit : Baht) Separate financial statements

2009 2008 2009

(58,359,022) (55,490,228) 5,131,153 (168,663) (704,747) 344,705 191,403,259 (10,759,595) (8,367,078) 1,504,476 1,744,478 (2,915,599) 49,960,657 19,928,090 - 20,698,144 (95,669,452) (5,621,023) (14,151,864) (53,293,252) (6,445,439) (373,181,964) (276,587,081) 190,674,135

2008 2,465,264 (185,114) (23,605,787) (3,259,579) - 2,748,821 (45,920,354) 62,954,229

22,862,275 83,279,905 24,852,093 84,175,834 5,807,700 4,457,883 74,026,281 48,113,338 (19,362,215) (35,347,704) (3,518,014) (23,197,355) 15,640,158 2,923,518 15,304,142 569,921 (233,767) (3,162,240) (129,540) (3,162,240) - (5,590,000) (1,231,200,000) 44,334,200 117,315,800 100,684,200 783,815,000 (225,181,940) (95,620,660) (624,184,306) (174,900,420) - 92,423,396 - - - 101,183,966 - 100,000,000 - - 7,500,000 - - - (614,912,899)

- - 116,672,933 - (133,174,000) (338,494,601) (1,487,626) - (1,487,626) (23,579,178) (462,524,038) 27,524,404

Statements of Cash flFfllows (continued) Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Consolidated financial statements

Note

Cash flows from financing activities Interest paid Dividends paid to equity holders of the Company Decrease in bank overdraft Repayment of short-term loans from related parties Cash receipt from short-term loans from related persons Repayment of liabilities under hire purchase agreement Cash receipt from loans from financial institutions Repayment of loans from financial institutions Rental received in advance from related party Share subscription received in advance Proceeds from issue of shares Cash receipt from share subscription from minority interest of subsidiary Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Effect of exchange rate changes on balances held in foreign currencies Cash and cash equivalents at end of year 5

(Unit : Baht) Separate financial statements

2009 2008 2009

2008

(1,550,794) (648,031) (27,705) (21,596) (38,238,349) (76,326,713) (38,238,349) (76,326,713) - (1,210,148) - - (24,000,000) - 980,000 - - (57,114) (137,073) (57,114) (137,073) 431,053,500 90,000,000 - (303,029,400) - - 400,000,000 250,000,000 - - (998,860) - (998,860) - 3,733,098 - 87,486,201 132,000,000 - 3,733,098 576,644,044 372,412,273 (38,323,168) (73,751,144)

(411,450,819) 72,246,014 (310,173,071) 16,727,489 894,920,634 825,081,679 595,463,090 581,142,660 (3,224,185) 480,245,630

(2,407,059) (3,050,011) (2,407,059) 894,920,634 282,240,008 595,463,090

The accompanying notes are an integral part of these financial statemente

81

Notes to Financial Statements

82

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 35 36 37

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 Project development cost Other current assets Investments in subsidiaries Investments in associates Properties under development for lease Property, plant and equipment Intangible assets / goodwill Interest-bearing liabilities Other current liabilities Share capital Reserves Warrants Segment information Other income Selling expenses Administrative expenses Employee benefit expenses Finance costs Income tax expense Earnings per share Dividend Changes in accounting policy Financial instruments Commitments with non-related parties Contingent liabilities Event after the balance sheet date Thai Accounting Standards (TAS) not yet adopted Capital management 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 25 February 2010.

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 Company are property development businesses. Details of the Company’s subsidiaries as at 31 December 2009 and 2008 were as follows:

Ownership interest

Name of the entity Type of business Country of incorporation (%)

2009 2008

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.

Lertrattrakarn Co., Ltd. Grand Unity Development Co., Ltd. Indirect subsidiaries Grand U Living Co., Ltd. (Held through Grand Unity Development Co., Ltd. which held 99.98% directly)

Sales of zinc oxide Sales of time recorders and parking control equipment Finance and investment consulting Investment and management consulting

Thai Thai

100.00 99.99

100.00 99.99

Thai

100.00

100.00

Thai

100.00

100.00

Property fund

Thai

98.88

98.88

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

Thai

79.00

75.00

Thai Thai

100.00 60.00

100.00 60.00

Thai

59.99

59.99

Property development business (condominium)

83

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”) and Thai Financial Reporting Standards (“TFRS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand.

On15May 2009,the FAP announced (AnnouncementNo.12/2009) there-numbering of TAS to the same numbers as the International Accounting Standards (“IAS”) on which the TAS/TFRS are based.

The Group has adopted the following revised TAS/TFRS and accounting guidance which were issued by the FAP during 2008 and 2009 and effective for annual accounting periods beginning on or after 1 January 2009: TAS 36 (revised 2007) Impairment of Assets TFRS 5 (revised 2007) Non-current Assets Held for Sale and Discontinued Operations (formerly TAS 54) Framework for the Preparation and Presentation of Financial Statements (revised 2007) (effective on 26 June 2009) Accounting Guidance about Leasehold Right (effective on 26 June 2009) The adoption of these revised TAS/TFRS and accounting guidance does not have any material impact on the consolidated and separate financial statements.

The FAP has issued during 2009 a number of new and revised TAS which are not currently effective and have not been adopted in the preparation of these financial statements. These new and revised TAS are disclosed in note 35.

The financial statements are presented in Thai Baht, 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 and TFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future periods affected.

84

Notes to Financial Statements 3 . Significant accounting policies (a) Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates.

Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity 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. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group.

Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.

Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. The consolidated financial statements include the Group’s share of the income, expenses and equity movements of associates from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’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.

Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee.Unrealised losses are eliminated in the same way as unrealisedgains, but only to the extent that there is no evidence of impairment. (b) Foreign 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 reporting 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 85

Notes to Financial Statements (c) Derivative financial instruments Derivative financial instruments are used to manage exposure to foreign exchange 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 The fair value of f orward 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 reporting date for the residual maturity of the contract using a risk-free interest rate (based on government bonds). (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. (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. (f) Inventories 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 weighted average cost 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.

86

Notes to Financial Statements (g) Project development cost and properties under development for lease Project development cost are those properties which are held with the intention of development and sale in the ordinary course of business.

Properties under development for lease are properties which are held to earn rental income, for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes.

Project development cost and properties under development for lease comprises specifically identified costs, includin g acquisition costs, development expenditure, borrowing costs and other related expenditure. Borrowing costs payable on loans funding a development property are capitalised, on a specific identification basis, as part of the cost of the development property until the completion of development. Project development cost are stated at the lower of cost and their estimated net realisable value.

Net realisable value represents the estimated selling price less the costs to be incurred in the selling the properties.

Unbilled construction work in progress is presented separately under current assets in the balance sheet. If payments received from customers exceed the income recognised, then the difference is presented under current liabilities in the balance sheet. (h) 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 equity securities Marketable equity securities, other than those securities held for trading or intended to be held to maturity, are classified as available -for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value, and changes there in, other than impairment losses and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences 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.

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.

87

Notes to Financial Statements (i) 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 property’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 reporting date.

Any increase in value, on revaluation, is credited to equity under the heading ‘Unrealised surpluses-revaluation difference on land’ 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

20 5,10 5 3-10

No depreciation is provided on freehold land or assets under construction.

88

years years years years

Notes to Financial Statements (j) Intangible assets Goodwill Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired. The Group changed its accounting policy for goodwill with effect from 1 January 2008 as follows: Acquisitions prior to 1 January 2008 Goodwill was stated at cost from the date of initial recognition and amortised over its estimated useful life of 10 years. On 1 January 2008, the Group discontinued amortisation of goodwill. The remaining balance is subject to testing for impairment, as described in note 3 (k).

Acquisitions on or after 1 January 2008 Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described in note 3 (k).

Other intangible assets Other intangible assets that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated amortisation and impairment losses. Other intangible assets are amortised in the statement of income on a straight-line basis over their estimated useful lives from the date that they are available for use. The estimated useful lives are as follows:

Software licences 5 years (k) Impairment The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable amount is estimated at each reporting date, and as and when indicators of impairment are identified.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.

The impairment loss is recognised in the statement of income.

Calculation of recoverable amount The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value.

The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a 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.

89

Notes to Financial Statements 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. (l) Interest-bearing liabilities Interest-bearing liabilities are recognised initially at fair value less attribut able 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. (m) Trade and other accounts payable Trade and accounts payable are stated at cost. (n) 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. (o) 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.

90

Notes to Financial Statements (p) 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. 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.

Property development projects 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 property development project at the reporting date. The stage of completion is assessed by reference to surveys of work performed, 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.

When it is probable that the total project costs will exceed the total project revenues, the expected loss is recognised immediately as an expense in the statement of income.

Rental income Rental income is recognised in the statement of income on a straight-line basis over the term of the lease.

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. (q) 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.

91

Notes to Financial Statements 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.

Other expense Other expenses are recognised on the accrual basis. (r) Income tax Income tax on the profit or loss for the year comprises current tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

4. 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:

92

Name of entities

Country of incorporation

Thailand Adelfos Co., Ltd.

Thailand Thai-Lysaght Co., Ltd.

Thailand Forward System Limited

Thailand Univentures Consulting Co., Ltd. Thailand Univentures Asset Management Co., Ltd.

Thailand Kinnaree Property Fund

Thailand ESCO Ventures Co., Ltd.

Thailand Lertrattrakarn Co., Ltd.

Thailand Grand Unity Development Co., Ltd.

Thailand Grand U Living Co., Ltd.

Thailand Excellent Energy International Co., Ltd.

Thailand S.U.N. Management Co., Ltd.

Nature of relationships 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, 79% shareholding, and common directors Subsidiary, 100% shareholding, and common directors Subsidiary, 60% shareholding, and common directors Subsidiary, 59.99% indirectly held through Grand Unity Development Co., Ltd. which holds 99.98% and common directors

Associate, 31.81% shareholding, and common directors Associate of subsidiary, 29.50% held through subsidiary and common directors

Notes to Financial Statements

Name of entities

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

Country of incorporation

Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand

Nature of relationships

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 Directors are related to directors of the Company Directors are related to directors of the Company Directors are related to directors of the Company Directors are related to directors of the Company Common shareholder of associate

The pricing policies for particular types of transactions are explained further below:

Transactions

Sale of goods and sale of machinery and equipment from transfer of zinc oxide business (see note 1) Purchase of goods Sale of goods Rendering of service Rental income Consulting fee income Interest income Rental expense Commission expenses Electronic mail service expenses Management benefit expenses Interest expense Purchase of investment Other expenses

Pricing policies Book value Market prices Market prices Contractual prices Contractual prices Contractual prices At the rate of 5% - 9% p.a. and MLR, MLR + 2% p.a.

Contractual prices At the rates of 1.5 - 2.0 % of sales Contractual prices Approved by shareholders’ meeting At the rate of 1.5% and 5% p.a.

Cost and agreement prices Agreement prices

93

Notes to Financial Statements Significant transactions for the years ended 31 December 2009 and 2008 with related parties were as follows:

Subsidiaries Sale of goods Purchase of goods Sale of machinery and equipment Rental income Service income Interest income Dividend income Rental expense Commission expenses Purchase of investment Associates Consulting fee income Interest income Interest expense Other related parties Commission expenses Other expenses Electronics mail service expenses Management benefit expenses Rental expense

94

Consolidated financial statements

(Unit : Thousand Baht) Separate financial statements

2009 2008 2009

- - 133,267 - - - - - 11,723 - - 2,700 - - 51,389 - - 22,603 - - 74,026 - - - - - - - - 1,174

2,040 2,628 - 6,120 18,684 6,061 - 133 - 3,087 9,934 3,586 16,376 365

641 3,261 1,963 17,959 222

- 3,110 2,546 16,376 -

2008 420 14,564 120 32,459 6,649 48,113 1,560 15,276 32,725 18,684 1,666 17,959 -

Notes to Financial Statements Balances as at 31 December 2009 and 2008 with related parties were as follows:

Trade accounts receivable from related party

Associate Prinventures Co., Ltd.

2009 2008

-

171

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. Lertrattrakarn Co., Ltd. Grand Unity Development Co., Ltd. Associate Sahasinwattana Cogeneration Co., Ltd. Other related parties TCC Technology Co., Ltd. Lumpini Property Management Co., Ltd. Lumpini Project Management Service Co., Ltd. Total

Consolidated financial statements

404,899 37,590 442,489

- - - - -

(Unit : Thousand Baht) Separate financial statements 2009 -

2008 -

136 154,905 155,041

31,652 733,550 765,202

1,584 286,165 287,749

- - - - -

- 2,690 17,341 11,585 36

132 16 446 972 18

68

10

-

-

400,000 210 4,621 404,899

- - 126 136

- - - 31,652

1,584

95

Notes to Financial Statements

(% per annum) Interest rate Short-term loans to related parties Subsidiaries Forward System Limited ESCO Ventures Co., Ltd. Lertrattrakarn Co., Ltd. Thai-Lysaght Co., Ltd. Associates Prinventures Co., Ltd. Sahasinwattana Cogeneration Co., Ltd. Excellent Energy International Co., Ltd. Total

96

(Unit : Thousand Baht) Consolidated Separate financial statements financial statements

2009 2008 2009 2008 2009 2008

- 5.00 - - 4,500 5.00 5.00 - - 3,700 2,500 5.00 5.00 - - 581,000 125,000 5.00 - - - 112,000

MLR, MLR, MLR+2 MLR+2 31,850 149,165 31,850 149,165 8.00 8.00 740 740 - 9.00 9.00 5,000 5,000 5,000 5,000

37,590 154,905 733,550 286,165

Notes to Financial Statements Movements during the years ended 31 December 2009 and 2008 of short-term loans to related parties were as follows:

Short-term loans to related parties Subsidiaries At 1 January Increase Decrease At 31 December Associates At 1 January Increase Decrease At 31 December Total short-term loans to related parties At 1 January Increase Decrease At 31 December Trade accounts payable to related party Subsidiary Thai-Lysaght Co., Ltd. Other payables to and short-term loans from related parties Comprising: Other payables to related parties Short-term loans from related parties Total

Consolidated financial statements

2009 2008

(Unit : Thousand Baht) Separate financial statements 2009

2008

- - - -

- - - -

132,000 1,231,200 (666,500) 696,700

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

154,905 - (117,315) 37,590

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

154,165 - (117,315) 36,850

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

154,905 - (117,315) 37,590

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

286,165 1,231,200 (783,815) 733,550

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

-

-

-

1,877 8,850 10,727

684 - 684

2,951 980 3,931

128

-

3,600 3,600

97

Notes to Financial Statements Consolidated financial statements

Other payables to related parties Subsidiaries Forward System Limited Univentures Consulting Co., Ltd. Thai-Lysaght Co., Ltd Associate S.U.N. Management Co., Ltd. Other related parties Southeast Capital Co., Ltd. TCC Technology Co., Ltd Lumpini Property Management Co., Ltd. Lumpini Project Management Service Co., Ltd. Total

2009 2008

(Unit : Thousand Baht) Separate financial statements 2009

- - 1

- - -

- - -

- 431 -

290 - 290

583 433 393 1,892 49 - 186 964 - 2,951 1,877 684

2008 20 3,202 378 3,600

(Unit : Thousand Baht) (% per annum) Consolidated Separate Interest rate financial statements financial statements Short-term loans from related parties Associate S.U.N. Management Co., Ltd. Other related persons Shareholder of subsidiary Director and shareholder of subsidiary Total

98

2009 2008 2009 2008 2009

- 1.5 - 8,850 -

5.0 - 830 - - 5.0 - 150 - -

980 8,850 -

2008 -

Notes to Financial Statements Movements during the years ended 31 December 2009 and 2008 of short term loans from related parties were as follows:

Short-term loans from related parties Associate At 1 January Decrease At 31 December Other related parties At 1 January Decrease At 31 December Other related persons At 1 January Increase At 31 December Total short-term loans from related parties At 1 January Increase Decrease At 31 December Rental received in advance from related party TCC Luxury Hotels & Resorts Co., Ltd.

Consolidated financial statements

(Unit : Thousand Baht) Separate financial statements

2009 2008 2009

2008

8,850 (8,850) -

8,850 - 8,850

- - -

-

- - -

24,000 (24,000) -

- - -

-

-

- - -

- - -

- -

8,850 980 (8,850) 980

32,850 - (24,000) 8,850

- - - -

- -

1,050,000

250,000

-

-

980 980

99

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 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 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.

In 2008, a subsidiary repaid fully commission fee to Lumpini Property Management Company Limited.

On 28 February 2008, Grand Unity 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: 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.

2nd Installment: 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. rd 3 Installment: 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.signed amemorandum 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; 100

Notes to Financial Statements 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 reaches 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 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 from 1 March 2006 to 28 February 2009 with monthly service fee of Baht 80,000. On 1 March 2009, Univentures Consulting Co., Ltd. entered into a memorandum agreement for extension of the period of providing consulting service for another 12 months from 1 March 2009 to 28 February 2010 with the same monthly service fee as the previous agreement.

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 2009, the Company entered into service agreements with 8 subsidiaries to provide management support services for the period of 12 months from 1 January 2009 to 31 December 2009 with monthly management fee of Baht 1,965,000.

Car rental agreement The Company and its subsidiary entered into a car rental agreement with the South East Capital Company Limited totaling Baht 10.95 million for 6 cars and for the period of five years from January 2008 to May 2014 with monthly rental payments of Baht 182,508.

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 pay service and rental fee at contractual prices.

101

Notes to Financial Statements Service agreement On 1 December 2008, Grand U Living 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 January 2009 to 12 March 2009 with monthly service fee of Baht 12,000, from 13 March 2009 to 30 September 2009 with monthly service fee of Baht 24,000 and from 1 October 2009 to 31 January 2010 with monthly service fee of Baht 12,000.

On 5 January 2009, Grand U Living Co., Ltd. entered into a memorandum of agreement with Lumpini Property Management Company Limited for cleaning service for U Delight at Bangsue station condominium project, for the period from 5 January 2009 to 31 December 2010 with monthly service fee of Baht 12,000.

On 5 January 2009, Grand U Living 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 5 January 2009 to 30 April 2009 with monthly service fee of Baht 12,000.

On 20 October 2009, Grand U Living Co., Ltd entered into a memorandum of agreement with Lumpini Property Project Management Company Limited for cleaning service for U Delight at Huaykwang Station condominiumproject,for the period from 20 October 2009 to 31 October 2009 with month service fee of Baht 4,800, and from 1 November 2009 to 31 December 2009 with monthly service fee of Baht 12,000.

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 let 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.

As at 31 December 2009, the subsidiary recorded an advance payment in the amount of Baht 1,050 million which is part of rental fee to facilitate the construction and is presented under current liabilities in the balance sheet.

Project management agreement The Company entered into an agreement with Lertrattakarn Co., Ltd. for project management for 41 months from 1 April 2008 to 31 August 2011 with service fee as follows: (Unit : Baht)

Service term Service fee per month

April 2008 – December 2008 600,000

January 2009 – April 2011 750,000

May 2011 – August 2011 400,000

102

Notes to Financial Statements Building Rental Agreement In 2009 the Company and Thai-Lysaght Co., Ltd. signed a memorandum to amend the building rental agreement for rental fee of Baht 120,000 per month in January 2009 and from February 2009 to December 2011 at Baht 48,000 per month.

Land Rental Agreement In 2009 the Company and Thai-Lysaght Co., Ltd. signed a memorandum to amend the land rental agreement for rental fee of Baht 380,000 per month in January 2009 and from February 2009 to December 2009 for Baht 152,000 per month and afterward the rental fee will be revised again by the lessor and lessee in the following year.

Consulting agreement In 2009, the Company entered into a consulting agreement with Forward System Limited to provide consulting service for car parking project for the period months from 1 January 2009 to 30 November 2009 with total service fee of Baht 2.5 million.

In 2009, the company entered into a consulting agreement with Thai – Lysaght Co., Ltd. to provide service for planning strategy and management for the period 2 years from 1 January 2009 to 31 December 2010 with monthly service fee of two percentage of sale amount.

Contingent liabilities with related parties were as follows: The Company is contingently liable to a bank in respect of the guarantee of a Baht 42 million (2008: Baht 32 million) credit facility for Forward System Limited, a subsidiary of the Company. As at 31 December 2009, the subsidiary had used Baht 0.09 million of the credit facility (2008: Baht 0.11 million).

The Company is contingently liable to a bank in respect of the guarantee of a Baht 244 million (2008: Baht 20 million) credit facility for Thai-Lysaght Company Limited, a subsidiary of the Company. As at 31 December 2009, the subsidiary had used Baht 29.07 million of the credit facility (2008: Baht 0.58 million).

The Company is contingently liable to a bank in respect of the guarantee of a Baht 63.63 million (2008: Baht 97.5 million) credit facility for Prinventures Company Limited, an associate of the Company. As at 31 December 2009, the associate had used Baht 5.23 million of the credit facility (2008: Baht 37.27 million).

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.

103

Notes to Financial Statements (Unit : Thousand Baht) Separate financial statements

5 . Cash and cash equivalents Cash on hand Cash at banks - current accounts Cash at banks - savings accounts Cheque on hand Cheque at bank for loan repayment Bill of exchange Total

Consolidated financial statements 2009 2008 2009

237 343 52 1,233 (351) (14) 104,374 354,976 22,202 52,479 - - 29,923 - - 292,000 539,953 260,000 480,246 894,921 282,240

2008 72 (431) 245,869 349,953 595,463

The currency denomination of cash and cash equivalents as at 31 December was as follows:

Thai Baht (THB) United States Dollars (USD) Others Total

6 . Other Investments Other long-term investments Investments in equity securities available for sale

104

Consolidated financial statements

2009 2008

466,040 878,479 14,204 16,440 2 2 480,246 894,921

(Unit : Thousand Baht) Separate financial statements 2009

2008

268,841 13,397 2 282,240

579,021 16,440 2 595,463

(Unit: Thousand Baht) Consolidated financial statements 2009 2008

- 33,663

Notes to Financial Statements Other investments of the Group as at 31 December 2009 and 2008 were denominated entirely in Thai Baht.

Movements during the years ended 31 December 2009 and 2008 of marketable equity securities available for sale were as follows: (Unit: Thousand Baht) Consolidated financial statements

At 1 January Decrease in cost during the year Transfer to equity securities held for trading Sales during the year Valuation adjustment At 31 December

2009 2008

33,306 69,705 - (7) (25,907) (64,098) 56,699 (36,392) - 33,306

Movements during the years ended 31 December 2009 and 2008 of marketable equity securities held for trading were as follows: (Unit: Thousand Baht) Consolidated financial statements

At 1 January Transfer from equity securities available for sale Sales during the year At 31 December

2009 2008

- 25,907 (25,907) - -

105

Notes to Financial Statements

7 . Trade accounts receivable

Note

Related parties Other parties

4

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

Aging analyses for trade accounts receivable were as follows:

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

(Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2009 2008 2009 2008

- 192,167 192,167 (2,512) 189,655 -

- - - - - -

118,016 118,016 118,016 -

(Unit: Thousand Baht) Consolidated Separate financial statements financial statements 2009 2008 2009 2008

- 171 -

184,456 95,496 - 88,066 4,810 265 - 2,636 192,167 (2,512) 189,655 189,655

The normal credit term granted by the Group ranges from 7 days to 90 days.

106

171 130,051 130,222 (2,524) 127,698 -

31,851 - - 2,704 130,051 (2,524) 127,527 127,698

- - - - - - - -

29,950 118,016 118,016 118,016

Notes to Financial Statements Trade accounts receivable and unbilled instalments on completed work in progress/advance received from customers condominium projects which are presented in trade accounts receivable was as follows:

(Unit : Thousand Baht) Consolidated financial statements 2009

2008

1,982,122 1,695,786 Sale with signed agreements 2,843,727 2,827,164 Total project sales 69.70 59.98 Ratio of sales with signed agreements to total project sales(%) Trade accounts receivable and unbilled installments on completed work Installment accounts receivable Unbilled instalments on completed work Total Installment accounts receivable Installments billed Less Cash received Net Unbilled installments on completed work and advance from customers Installments billed Less revenue recognised The balances comprise: Advance from customers Unbilled installments on completed work

2,521 1,264 3,785

484 4,179 4,663

547,163 (544,642) 2,521

1,185,965 (1,185,481) 484

547,163 (478,540) 68,623 69,887 (1,264) 68,623

1,185,965 (1,170,248) 15,717 19,896 (4,179) 15,717

107

Notes to Financial Statements The currency denomination of trade accounts receivable as at 31 December was as follows: Consolidated financial statements

Thai Baht (THB) United States Dollars (USD) Total

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

2009 2008

179,523 124,333 10,132 3,365 189,655 127,698

Consolidated financial statements

(Unit : Thousand Baht) Separate financial statements 2009 - - -

2008 114,651 3,365 118,016

(Unit : Million Baht) Separate financial statements

2009 2008 2009

35,388 58,592 - 7,938 2,986 - 43,390 112,183 - 3,539 240 - 363 2,604 - 12,900 - - 103,518 176,605 - (3,040) (24,673 - 100,478 151,932 -

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

The cost of inventories which is recognised as an expense and included in cost of sale of goods for the year ended 31 December 2009 amounted to Baht 0 million (2008: Baht 893 million) in the separate financial statements and Baht 609 million (2008: Baht 943 million) in the consolidated financial statements.

In 2008 the Group recorded an allowance for decline in value of inventories amounting to Baht 20 million, in the separate financial statements and the consolidated financial statement, mostly due to the change of raw materials’ market price. This allowance is included in cost of sale of goods for the year ended 31 December 2008.

108

Notes to Financial Statements 9 . Project development cost Land cost and construction in progress: current projects Capitalised interest Less Accumulated transferred to cost of sale Total Finance costs capitalised during the year Rates of interest capitalised (% per annum)

(Unit : Thousand Baht) Consolidated financial statements 2009

2008

1,172,168 561,659 17,118 2,669 1,189,286 564,328 (373,437) (311,365) 815,849 252,963 14,449 778 MLR-1.5%, MLR-1% MLR-1.5%

Consolidated financial statements 10 . Other current assets Prepaid expenses Revenue Department receivable Others Total

11 . Investments in subsidiaries

(Unit : Thousand Baht) Separate financial statements

2009 2008 2009

6,001 2,358 1,341 33,207 13,618 - 24,923 27,209 374 64,131 43,185 1,715

2008 -

1,155 3,471 4,626

(Unit : Thousand Baht) Separate financial statements 2009

At 1 January Acquisitions of ordinary shares of subsidiaries Reductions of ordinary shares of subsidiaries Allowance for impairment At 31 December

2008

511,625 300,123 133,174 338,494 (7,500) (116,540) 637,299 522,077 (2,374) (10,452) 634,925 511,625

109

Notes to Financial Statements At the Extraordinary General Meeting held on 8 December 2008 of Univentures Consulting Co., Ltd., the shareholders passed a resolution to reduce the company’s registered authorised capital from Baht 10 million (1,000,000 ordinary shares at Baht 10 par value) to Baht 2.5 million (1,000,000 ordinary shares at Baht 2.5 par value) and pay back the subscription monies to the shareholders.

The company registered the reduction of its registered authorised capital with the Ministry of Commerce on 12 January 2009.

At a meeting held on 26 August 2009, the executive directors passed a resolution to fully subscribe at par value for the Company’s 60% share of the additional shares issued by Grand Unity Development Co., Ltd for an amount totalling Baht 132 million. The subsidiary registered the increase of its share capital with the Ministry of Commerce on 6 November 2009.

In October 2009, the Company acquired 0.2 million shares of ESCO Ventures Co., Ltd. for Baht 1.17 million from related persons (200,000 shares at Baht 5.87 per share). As a result, the Company’s ownership interest was increased from 75 % to 79 %.

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.

Fund Investment Committee’s meeting held on 22 December 2009 of Kinnaree Property Fund passed the resolution to reduction of authorised share capital amounting to Baht 118 million.

110

111

Dividend income for the years ended

(Unit : Thousand Baht)

98.88 75.00 100.00

98.88 79.00 100.00

100,000

5,573 27,500

22,310

60.00 60.00 380,000

100.00

100.00 5,573 22,226

2,650

-

-

-

100,000

2,059 9,254

2,650

100,000

2,856 12,277

2,650

380,000 361,800 229,800 - 361,800 229,800 662,443 536,769 (27,518) (25,144) 634,925 511,625

-

5,573 (3,514) (2,717) 21,052 (12,972) ( 8,775)

2,650

100,000 100,000 100,000

5,573 27,500

22,310

- 74,026

-

- -

70,276

48,113

-

15,617

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

100.00 100.00 137,500 137,500 142,494 142,494 - 142,494 142,494 - 29,996 99.99 99.99 5,000 5,000 25,200 25,200 (11,032) (13,652) 14,168 11,548 - 100.00 100.00 2,500 10,000 2,500 10,000 - - 2,500 10,000 3,750 2,500

(%) Ownership Interest Paid-up capital Cost method Impairment At cost-net

Separate financial statements

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

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

Notes to Financial Statements

Notes to Financial Statements Dividends paid by subsidiary companies At the Board of Directors’ Meeting of Univentures Consulting Limited held on 18 June 2009, the board of directors passed a reslution to approve the appropriation of profit to interim dividend at Baht 15 per share, totalling Baht 3.75 million. The dividend was paid to shareholders on 26 June 2009.

At the Board of Directors’ Meeting of Univentures Asset Management Limited held on 18 June 2009, the board of directors passed a resolution to approve the appropriation of profit to interim dividend at Baht 4.50 per share, totalling Baht 10.04 million. The dividend was paid to shareholders on 26 June 2009.

At the board of directors’ meeting held on 15 October 2009 of Univenture Asset Management Co., Ltd., the board of directors passed the resolution to propose the payment of interim dividends of Baht 27 per share, amounting to Baht 60.24 million. The dividends payment was made on 28 October 2009.

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 2.50 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.

112

Notes to Financial Statements

12 . Investments in associates At 1 January Share of profit (loss) of investments - equity method Acquisitions Other Reversal of (allowance for) impairment At 31 December

Consolidated financial statements 2009 2008

74,080 50,951 (2,657) 22,750 - 1,487 - (1,108) 71,423 74,080 - - 71,423 74,080

(Unit : Thousand Baht) Separate financial statements 2009 53,283 - - - 53,283 (1,691) 51,592

2008 49,339 1,487 50,826 2,457 53,283

At the board of directors’ meeting held on 21 December 2009 of Univenture Asset Management Co., Ltd., the board of directors passed the resolution to sell the shares of S.U.N. Management Co., Ltd. 295,000 shares to a company of Baht 30.58 per share, amounting to Baht 9.02 million.

In 2008 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, the Group’s cumulative share of unrecognized losses was Baht 24.54 million. As at 31 December 2009, 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.

113

114

Associates Excellent Energy International Co., Ltd. Prinventures Co., Ltd. Total

Divindend income for the years ended

(Unit : Thousand Baht)

-

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

31.81 31.81 25,000 25,000 8,337 8,337 (5,745) (4,054) 2,592 4,283 - 49.00 49.00 100,000 100,000 49,000 49,000 - - 49,000 49,000

57,337 57,337 (5,745) (4,054) 51,592 53,283 -

Ownership interest Paid-up Capital Cost Method Impairment At cost net

Separate financial statements

- - - - - -

31.81 31.81 25,000 25,000 8,337 8,337 - 29.50 - 10,000 - 2,950 49.00 49.00 100,000 100,000 49,000 49,000 20.00 20.00 92,000 92,000 18,400 18,400 20.00 20.00 10,000 10,000 2,000 2,000

77,737 80,687

Excellent Energy International Co., Ltd. S.U.N. Management Co., Ltd. Prinventures Co., Ltd. Sahasinwattana Cogeneration Co., Ltd. Sahasinwattana Bioenergy Co., Ltd. Total

2,591 4,283 - - 60,947 57,481 6,071 10,502 1,814 1,814 71,423 74,080

2009 2008 2009 2008 2009 2008 2009 2008 2009 2008

Divindend income for the year ended

(Unit : Thousand Baht)

Associates

Ownership interest Paid-up Capital Cost Method Equity Method

Consolidated financial statements

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

Notes to Financial Statements

Notes to Financial Statements 13 . Properties under development for lease

(Unit : Thousand Baht) Consolidated financial statements

2009 2008

Notes

518,227 309,859 Land 32 344,430 Building construction 52,430 22,470 Design and system 55,354 13,928 Others 970,441 346,257 Total

Movements during the years ended 31 December 2009 and 2008 of Properties under development for lease were as follows:

(Unit : Thousand Baht)

Consolidated statements financial Cost At 1 January 2008 Additions At 31 December 2008 and 1 January 2009 Additions At 31 December 2009

346,257 346,257 624,184 970,441

115

116

At 31 December 2008 and 1 January 2009 Depreciation charge for the year Transfers Disposals At 31 December 2009

- 16.69 16.85 16.90 33.23

- 2.23 3.22 1.66 5.97

- - (1.36) (6.51) (7.22)

- 18.92 18.71 12.05 31.98

- 2.37 4.64 0.61 4.88

- (0.28) (5.76) - 5.67

- (0.02) (8.36) (8.98) (7.84)

- 20.99 9.23 3.68 34.69

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

-

- -

0.19

0.19

- - -

145.12 48.58 26.03 19.61 46.58 3.41

- 0.84 20.20 1.18 4.48 8.65

9.53 - - - - -

- - (1.72) (6.68) (7.58) -

154.65 49.42 44.51 14.11 43.48 12.06

- - 11.28 0.23 3.96 3.85

- (0.65) (4.86) - 10.53 (15.43)

- (0.02) (17.76) (9.22) (9.98) -

154.65 48.75 33.17 5.12 47.99 0.48

Building and Other Machinery construction and equipment Vehicles

(Unit : Million Baht)

81.66 12.50 (0.18) (25.20) 68.78

83.67 13.08 (15.09)

318.23 19.32 (10.41) (36.98) 290.16

289.33 35.35 9.53 (15.98)

Office furniture fixtures and Assets under equipment construction Total

Cost / revaluation At 1 January 2008 Additions Surplus on revaluation Disposals At 31 December 2008 and 1 January 2009 Additions Transfers Disposals At 31 December 2009

14 . Property, plant and equipment

Land

Consolidated financial statements

Notes to Financial Statements

117

154.65 30.50 25.80 1.78 11.50

- - - 0.28 -

154.65 30.50 25.80 2.06 11.50

154.65 27.76 23.94 1.44 13.30

154.65 27.76 23.94 1.44 13.30

Building and Other Machinery construction and equipment Vehicles

236.29 0.28 236.57 221.38 221.38

12.06 - 12.06 0.29 0.29

Office furniture fixtures and Assets under equipment construction Total

(Unit : Million Baht)

The gross amount of the Group’s fully depreciated property, plant and equipment that was still in use as at 31 December 2009 amounted to Baht 28 million (2008: Baht 40 million).

Owned assets Total at 31 December 2009

Net book value Owned assets Assets under finance leases Total at 31 December 2008

Land

Consolidated financial statements

Notes to Financial Statements

118

Cost / revaluation At 1 January 2008 Additions Surplus on revaluation Disposals At 31 December 2008 and 1 January 2009 Additions Transfers Disposals At 31 December 2009

107.87 - 7.17 - 115.04 - - - 115.04

13.09 0.76 - - 13.85 - (0.26) (0.01 13.58

14.35 10.17 - (0.87) 23.65 - (5.91) (17.74) -

11.50 - - (1.28) 10.22 - - (8.29) 1.93

(Unit : Million Baht)

22.03 7.89 - (5.93) 23.99 0.84 6.10 (9.82) 21.11

1.54 4.38 - - 5.92 2.69 (8.61) - -

170.38 23.20 7.17 (8.08) 192.67 3.53 (8.68) (35.86) 151.66

Office furniture fixtures and Assets under equipment construction Total

Building and Other Machinery construction and equipment Vehicles

Land

Separate financial statements

Nots to Financial Statements

119

Accumulated depreciationAt 1 January 2008 Depreciation charge for the year Disposals At 31 December 2008 and 1 January 2009 Depreciation charge for the year Transfers Disposals At 31 December 2009

- -

- - - - - -

7.28 0.56 - 7.84 0.61 (0.09) (0.01) 8.35

11.57 1.43 (0.80) 12.20 - (4.05) (8.15) -

9.45 1.17 (1.28) 9.34 0.32 - (8.05) 1.61

(Unit : Million Baht)

16.38 3.06 (5.68) 13.76 3.34 4.14 (7.67) 13.57

- - - - - - - -

-

(23.88) 23.53

44.68 6.22 (7.76) 43.14 4.27

Office furniture fixtures and Assets under equipment construction Total

Building and Other Machinery construction and equipment Vehicles

Land

Separate financial statements

Notes to Financial Statements

120

Owned assets Total at 31 December 2009

Net book value Owned assets Assets under finance leases Total at 31 December 2008

(Unit : Million Baht)

115.04 6.01 11.45 0.60 10.23

- - - 0.28 -

115.04 6.01 11.45 0.88 10.23

115.04 5.23 - 0.32 7.54

115.04 5.23 - 0.32 7.54

- -

-

5.92

5.92

128.13 128.13

149.25 0.28 149.53

fixtures and equipment Assets under

construction Total

Office furniture

Building and Other Machinery construction and equipment Vehicles

Land

Separate financial statements

Notes to Financial Statements

Notes to Financial Statements The gross amount of the Company’s fully depreciated property, plant and equipment that was still in use as at 31 December 2009 amounted to Baht 4 million (2008: Baht 27 million).

In 2009, the Company has rented out of land with structures, a total net book value as at 31 December 2009 of Baht 128.62 million, with Thai-Lysaght Co., Ltd. for operation. The Company will pay rental fee at contractual prices In 2008, the Company has mortgaged land with structures thereon with a total net book value as at 31 December 2008 of Baht 121 million as collateral for bank overdrafts and short-term loans. During 2009, the Company redeemed such land with structures.

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 “Unrealised surpluses – revaluation difference on land” account presented under Equity in the balance sheet. At 31 December 2009 and 2008 the amount totalled Baht 110.26 million in the separate financial statements and Baht 147.57 million in the consolidated financial statements.

15 . Intangible assets / goodwill Cost At 1 January 2008 Additions Transfers At 31 December 2008 and 1 January 2009 Additions Transfers At 31 December 2009

(Unit : Thousand Baht)

Consolidated financial statements

Goodwill Software licences Total

1,089 - 1,089 381

3,162 3,543 -

1,811 1,811 1,470

4,973 6,443 660

234 894 - 10,401 10,401 2 ,130 15,608 17,738

121

Notes to Financial Statements

Accumulated amortisation At 1 January 2008 Amortisation charge for the year Transfers At 31 December 2008 and 1 January 2009 Amortisation charge for the year Transfers At 31 December 2009 Net book value At 31 December 2008 At 31 December 2009

(Unit : Thousand Baht)

Consolidated financial statements

Goodwill Software licences Total

790 -

790 -

426 426 -

1,112 1,112

790

1,538

2,328 -

1,129 1,129 -

358 358

790 3,025 3,815

680 3,435 4,115 1,340 12,583 13,923 (Unit : Thousand Baht) Separate financial statements

Software licences

Cost At 1 January 2008 Additions At 31 December 2008 and 1 January 2009 Additions Transfers At 31 December 2009 Accumulated amortisation At 1 January 2008 Amortisation charge for the year At 31 December 2008 and 1 January 2009 Amortisation charge for the year At 31 December 2009 Net book value At 31 December 2008 At 31 December 2009 122

-

-

3,162 3,162 8,668 130 11,960

69 69 838 907 3,093 11,053

Notes to Financial Statements 16 . Interest-bearing liabilities

Consolidated financial statements Note

Current Current portion of long-term loan from financial institution secured Short-term loan from related party unsecured 4 Short-term loan from other party unsecured Current portion of liabilities under hire purchase agreement

Non-current Long-term loan from financial institution secured

(Unit : Thousand Baht) Separate financial statements

2009 2008 2009

2008

218,024 - -

- 8,850 -

8,850 - -

- 57 - 226,874 8,907 -

-

- 226,874

90,000 98,907

57 57

- -

57

The periods to maturity of interest-bearing liabilities, excluding liabilities under hire purchase agreement, as at 31 December were as follows: (Unit : Thousand Baht) Consolidated Separate financial statements financial statements

Within one year After one year but within five years Total

2009 2008 2009

226,874 8,850 - - 90,000 - 226,874 98,850 -

2008 -

123

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

Property, plant and equipment, net book value Project development cost

Consolidated financial statements

(Unit : Thousand Baht) Separate financial statements

2009 2008 2009

- 240,977 - 127,107 125,940 -

2008 115,037 -

As at 31 December 2009 the Group and the Company had unutilised credit facilities totalling Baht 586.74 million and Baht 10 million, respectively (2008: Baht 481.90 million and Baht 228.08 million, respectively).

Liabilities under hire purchase agreement Liabilities under hire purchase agreement as at 31 December were payable as follows: (Unit : Thousand Baht) Separate financial statements

Within one year

Consolidated financial statements

2009 2008 2009

- 57 -

2008 57

Interest-bearing liabilities of the Group and the Company as at 31 December 2009 and 2008 were denominated entirely in Thai

17 . Other current liabilities Accrued operating expenses Others Total

124

Consolidated financial statements

2009 2008

16,144 7,214 5,968 17,667 22,112 24,881

(Unit : Thousand Baht) Separate financial statements 2009 1,228 1,887 3,115

2008 2,322 4,319 6,641

Notes to Financial Statements

18 . Share capital

Par value

per share(Baht) Authorised At 1 January ordinary shares 1 At 31 December ordinary shares 1 Issued and paid up At 1 January ordinary shares Issue of new ordinary shares At 31 December ordinary shares

1 1 1

2008 2009 Number Amount Number Amount

( thousand shares/thousand Baht)

944,528 944,528 944,528

944,528 944,528 944,528

944,528

764,767 764,767 762,268 - - 2,499

764,767 764,767 764,767

762,268 2,499

944,528

764,767

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).

19 . Reserves Share premium Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in excess of the par value of the shares issued to a reserve account (“share premium�). Share premium is not available for dividend distribution.

125

Notes to Financial Statements 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.

20 . 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:

UV-W1 ESOP-W2 ESOP-W3 Approved by Extraordinary Extraordinary Extraordinary

General Meeting General Meeting General Meeting

No.1/2002 No.1/2002 No.1/200 Date of original grant 20 February 2003 19 December 2003 19 December 2003 No. of warrants granted (units) 17,427,299 13,500,000 12,255,500 Life of warrants (years) 7 5 5 Exercisable Quarterly Semi-annually Quarterly Final exercise date 19 February 2010 30 June 2008 30 September 2008 Exercise price per 1 ordinary share (Baht) 25 1 1 Exercise ratio (warrants to ordinary shares)

1 : 1 1 : 1 1:1 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 grant date in December 2003

126

174,162,990 2.406 1 : 1.03899

No change

No change

No change No change

No change No change

Notes to Financial Statements

Number of warrants issued Exercised during 2003 to 2008 At 31 December 2008 Exercised during the year At 31 December 2009

UV-W1 74,273 (4,572) 169,701 - 169,701

(Unit: Thousand Baht) ESOP-W2 ESOP-W3 13,500 (13,500) - - -

12,255 (12,255) -

21 . Segment information Segment information is presented in respect of the Group’s business and geographic segments. The primary format, business segments, is based on the Group’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

127

128

Revenue Gross profit Interest income Other income Share of profit (loss) of associates Selling expenses Administrative expenses Management benefit expenses Finance cost Income tax expense Minority interest Profit for the year

Segment 1 2009 2008

Segment 2 2009 2008

Others 2009 2008

Eliminations 2009 2008

463,093 64,756 942,734 1,054,248 47,618 32,941 (133,425) (14,985) 100,081 12,130 55,075 109,348 22,412 15,445 310 3,195

1,320,020 177,878 14,452 29,544 (2,657) (44,352) (128,620) (16,376) (1,120) (11,824) (8,678) 8,247

Total 2009

1,136,960 140,118 43,064 36,600 22,750 (21,468) (125,028) (17,959) (781) (31,062) 15,596 61,830

2008

(Unit : Thousand Baht)

Revenue and results, based on business segments, in the consolidated financial statements for the years ended 31 December 2009 and 2008 were as follows:

Notes to Financial Statements

129

Property plant and equipment Trade accounts receivable Inventories Project development cost Properties under development for lease Unallocated assets Total Assets 199,955 118,218 142,333 -

135,809 8,718 4,408 -

9,602 4,944 9,598 -

- (1,090) - (2,507)

Eliminations 2552 2551

2552

Total

970,441 1,465,848 3,763,650

60,903 178,241 96,070 -

Others 2552 2551

1,011,219 359,913 - - - - (40,778) (13,656)

27,017 4,664 - 252,963

Segment 2 2552 2551

221,379 189,655 100,478 815,849

24,667 3,786 - 818,356

Segment 1 2552 2551

- (128) - -

346,257 1,335,555 2,450,978

236,574 127,698 151,931 252,963

2551

(Unit : Thousand Baht )

Notes to Financial Statements

Notes to Financial Statements

Consolidated financial statements

(Unit : Thousand Baht ) Separate financial statements

2009 2008 2009

2008

22 . Other income Gain from foreign exchange Gain on sale investments Others Total

23 . Selling expenses Distribution Commission Marketing Others Total

24 . Administrative expenses Personnel Rental and service Depreciation Loss on foreign exchange Others Total

130

- 11,400 12,336 23,736

3,224 - 26,290 29,514

- - 6,157 6,157

3,872 6,712 10,584

(Unit : Thousand Baht ) Separate financial statements

Consolidated financial statements

2009 2008 2009 2008

4,066 3,580 - 3,807 1,727 - 13,641 34,622 14,871 - 1,857 1,290 - 395 44,352 21,468 - 14,036

(Unit : Thousand Baht ) Separate financial statements

Consolidated financial statements

2009 2008 2009

82,999 69,935 57,398 12,564 8,554 7,943 9,124 11,243 4,276 3,295 - 3,031 20,638 35,296 668 128,620 125,028 73,316

2008 51,449 5,423 4,093 9,347 70,312

Notes to Financial Statements

25 . Employee benefit expenses Management Wages and salaries Contribution to defined benefit plans Others Other employees Wages and salaries Contribution to defined benefit plans Others Total

Consolidated financial statements

(Unit : Thousand Baht ) Separate financial statements

2009 2008 2009

15,252 16,948 15,252 920 807 920 204 204 204 16,376 17,959 16,376

56,676 46,185 33,038 2,496 1,790 1,632 7,451 4,001 6,352 66,623 51,976 41,022 82,999 69,935 57,398

2008 16,948 807 204 17,959 30,356 1,157 1,977 33,490 51,449

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 employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by licensed Fund Managers.

(Unit : Thousand Baht ) Separate financial statements

26 . Finance costs Interest paid and payable to : Related party Other party Financial institution Capitalised as cost of project cost development Net

Consolidated financial statements

2009 2008 2009

- 133 15,436 (14,449) 1,120

133 - 1,426 (778) 781

- - 28 - 28

2008

-

22 22

131

Notes to Financial Statements 27 . 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 redution underRoyal Decree No. 475but 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 year’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.

28 . Earnings per share Basic earnings per share The calculations of basic earnings per share for the years ended 31 December 2009 and 2008 were based on the profit for the years attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the years as follows: (Unit : thousand baht / thousand Share)

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) Basic earnings per share (in Baht) 132

Consolidated Separate financial statements financial statements 2009 2008 2009 2008

8,247 61,830 75,695

764,767 762,268 764,767 - 1,926 - 764,767 764,194 764,767 0.01 0.08 0.10

109,207 762,268 1,926 764,194 0.14

Notes to Financial Statements Diluted earnings per share The calculation of diluted earnings per share for the years ended 31 December 2009 and 2008 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: (Unit : Thousand Baht ) Consolidated Separate financial statements financial statements

2009 2008 2009 2008

8,247 61,830 75,695 109,207 Profit attributable to equity holders of the Company (diluted)

Weighted average number of ordinary shares 764,767 764,194 764,767 764,194 (basic)

Effect of shares options on issue

- 14,927 - 14,927 UV-W1

- 1,384 - 1,384 ESOP-W3 764,767 780,505 764,767 780,505 Weighted average number of ordinary shares (diluted)

0.01 0.08 0.10 0.14 Diluted earnings per share (in Baht) 29 . Dividend

At the Annual General Meeting of the Shareholders of the Company held on 23 April 2009, the shareholders approved the appropriation of dividend of Baht 0.05 per share, amounting to Baht 38.24 million. The dividend was paid to share holders on 30 April 2009.

At the Annual General Meeting of the Shareholders of the Company held on 23 April 2008, the shareholders approved the appropriation of dividend of Baht 0.10 per share, amounting to Baht 76.33 million.

30 . Changes in accounting policy The following change in accounting policy by a subsidiary has no effect on the separate financial statements of the Company.

Thai - Lysaght Co.,Ltd. has changed its accounting policy for recording inventory of finished goods from the FIFO method to the moving average method prospectively from 1 January 2009 to correspond with current inventory management reporting. This change in accounting policy does not have a material effect on the consolidated financial statements.

133

Notes to Financial Statements 31 . 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 non-performance 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 Group’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 (Note 16). The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates.

The effective interest rates of loans receivable as at 31 December and the periods in which the loans receivable mature were as follows:

Effective

interest rate(% per annum) 2009 Current Short-term loans to related parties

Non-current Short-term loans to other parties Total

2008 Current Short-term loans to related parties

Non-current Short-term loans to other parties Total

134

8, 9,MLR, MLR+2 4.25

8, 9, MLR, MLR+2 4.25

(Unit : Thousand Baht ) Consolidated financial statements

Within 1 year After 1 years but After

within 5 years 5 years

37,590 - -

- 39 - 37,590 39 -

154,905 - -

- 108 - 154,905 108 -

Total

37,590 39 37,629

154,905 108 155,013

Notes to Financial Statements

Effective (Unit : Thousand Baht )

interest rate(% per annum) Separate financial statements

Within 1 year After 1 years but After Total 2009

within 5 years 5 years Current

Short-term loans to related parties

2008 Current

Short-term loans to related parties

5, 9, MLR, MLR+2

733,550

-

-

733,550

5, 9, MLR, MLR+2

286,165

-

-

286,165

The effective interest rates of interest-bearing liabilities as at 31 December and the periods in which those liabilities mature were as follows:

Effective (Unit : Thousand Baht )

interest rate(% per annum)

Consolidated financial statements Within 1 year After 1 years but After Total 2009

within 5 years 5 years Current

8,850 - - 8,850 Short-term loan from other party 1.5 Current portion of long-term loan from financial institution MLR-1.5, 218,024 - - 218,024

MLR-1 226,874 - - 226,874

2008

Current

Short-term loan from related party 1.5

8,850 - - 8,850 Current portion of liabilities under

hire purchase agreement

57 - - 57 Non-current

Long-term loan from financial

- 90,000 - 90,000 institution MLR-1.5

8,907 90,000 - 98,907 Total 135

Notes to Financial Statements 2008 Current Current portion of liabilities under hire purchase agreement

(Unit : Thousand Baht ) Separate financial statements

Within 1 year After 1 years but After

within 5 years 5 years

57 - -

Total 57

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 reporting 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:

Consolidated financial statements

(Unit : Thousand USD ) Separate financial statements

2009 2008 2009

2008

United States Dollars Cash and cash equivalents Trade accounts receivable Gross balance sheet exposure Currency forwards Net exposure

136

429 306 735 (217) 518

404 97 501 (330) 171

404 - 404 - 404

404 97 501 501

Notes to Financial Statements 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.

Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. 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. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

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 reporting date for the residual maturity of the contract using a risk-free interest rate (based on government bonds).

The fair value of financial assets and liabilities are taken to approximate the carrying value.

32 . Commitments with non-related parties

Operating lease commitments Within one year After one year but within five years After five years Total

Consolidated financial statements

(Unit : Thousand Baht ) Separate financial statements

2009 2008 2009 2008

3,666 191,321 2,509 2,592 100,088 90,184 1,060 3,568 851,600 876,200 - 955,354 1,157,705 3,569 6,160

137

Notes to Financial Statements

Other commitments Forward contracts Bank guarantees Service agreements Sale and purchases agreement for land Architecture design for project agreement for office building and hotel development project Architecture design agreement Other agreements Total

Consolidated financial statements

(Unit : Thousand Baht ) Separate financial statements

2009 2008 2009

28,481 11,550 - 13,354 37,965 - 5,354 7,402 3,569

- 111,686 -

2,035,569 131,390 -

- 1,430 -

- 1,466 - 2,082,758 302,889 3,569

2008 6,160 6,160

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, in 2009 , the subsidiary paid an up-front fee of Baht 437 million. (2008: Baht 250 million) annual lease pay ments totalling Baht 950 million, which will be payable as follows: (Unit : Million Baht )

138

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

Lease payment 123.0 135.3 148.8 163.7 180.1 158.5 40.6 950.0

Notes to Financial Statements Office rental and service agreements The Company and its subsidiaries entered into office rental and service agreements with a company as follows:

(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

Service fee per month

176,142 21,168 50,698 32,853 29,706 185,074

147,736 21,168 50,698 32,853 29,706 185,074

Architecture design agreement for office building and hotel development project A subsidiary entered into an architecture design agreement for office building and hotel development project with various companies which have total value approximately Baht 2,445.83 million (2008: Baht 248.84 million) At 31 December 2009, subsidiary has outstanding commitments of Baht 2,035.57 million for the agreements (2008: Baht 131.39 million).

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. In 2009, a subsidiary paid a remaining amount and ownership of the land had been transferred.

In September 2009, a subsidiary entered into a sales and purchases agreement with a third party for land for a development in the amount of Baht 150 million. A subsidiary paid land deposit of Baht 15 million. In January 2010, a subsidiary paid a remaining amount and ownership of the land had been transferred.

In September 2009, a subsidiary entered into a sales and purchases agreement with third parties of land for a development in the amount of Baht 210 million. And in November 2009, a subsidiary entered into additional memorandum with such third parties for increase land price in the amount of Baht 29 million. A totaling agreement value is Baht 239 million. A subsidiary paid land deposit of Baht 47.8 million. In January 2010, a subsidiary paid a remaining amount and ownership of the land had been transferred.

Sale and purchase agreement for air condition In October 2009, a subsidiary entered into a agreement with a company for purchase air condition in the amount of Baht 7.28 million for U Delight at Bangsue condominium project. A subsidiary has a letter of guarantee to a bank for Baht 1.46 million.

139

Notes to Financial Statements 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 6.22million. As at 31 December 2008, the subsidiary has a remaining commitment of Baht 4.13 million in respect of these agreements.

33 . 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.

34 .Event after the balance sheet date At the board of directors’ meeting held on 25 February 2010 of the Company, the board of directors passed the resolution to propose the payment of dividends of Baht 0.01 per share, amounting to Baht 7.65 million, to the Annual General Meeting of the Shareholders for approval. The dividends payment will be made within one month from the date of General Meeting of the Shareholders.

35 . Thai Accounting Standards (TAS) not yet adopted The Group has not adopted the following new and revised TAS that has been issued as of the reporting date but are not yet effective. The new and revised TAS are anticipated to become effective for annual financial periods beginning on or after 1 January in the year indicated.

TAS

TAS 20

TAS 24 (revised 2007) TAS 40

140

Topic Accounting for Government Grants and Disclosure of Government Assistance Related Party Disclosures Investment Property

Year effective 2012 2011 2011

Notes to Financial Statements 36 . Capital management The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital, which the Group defines as result from operating activities divided by total shareholders’ equity, excluding minority interests and also monitors the level of dividends to ordinary shareholders.

37 . Reclassification of accounts Certain accounts in the 2008 financial statements have been reclassified to conform to the presentation in the 2009 financial statements as follows: (Unit : Thousand Baht )

Balance sheet Assets Project development cost Properties under development Properties for sale Land deposits Advances for construction Other current assets Investments in subsidiaries Investments in associates Investments in subsidiaries and associates Liabilities Advance received from customers Retention payable Other current liabilities

2008

Consolidated Separate

financial statements financial statements Before After Before

After reclass.

Reclass. reclass. reclass.

Reclass. reclass.

- 209,678 43,285 - - 164,226 - -

252,963 (209,678) (43,285) 25,421 95,620 (121,041) - 74,080

252,963 - - 25,421 95,620 43,185 74,080

- - -

74,080

(74,080)

-

564,908

- - 47,289

- - - -

19,928 19,928 - 2,480 2,480 -­ (22,408) 24,881 - -

- - -

-

- - 511,625 511,625 53,283 53,283 (564,908)

-

- - - -

-

141

Notes to Financial Statements (Unit : Thousand Baht )

Statement of income Revenues Revenue from sale of goods and rendering of service Dividend income Other income Expenses Selling and administrative expenses Selling expenses Administrative expenses Management benefit expenses

142

2008

Consolidated Separate

financial statements financial statements Before

After Before

After reclass.

Reclass. reclass. reclass.

Reclass. reclass.

1,072,204 - 36,600 164,455 - - -

2,628 4,458 (7,086)

1,074,832 1,000,807 4,458 - 29,514 91,156

(164,455) - 102,307 21,468 21,468 - 125,028 125,028 - 17,959 17,959 - -

32,459 1,033,266 48,113 48,113 (80,572) 10,584 (102,307) 14,036 70,312 17,959 -

14,036 70,312 17,959

General Information of the Subsidiaries and Associated Companies Thai – 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: 66 (2) 100 7111 Fax: 66 (2) 998 9840 1,400,000 Shares 1,375,000 Shares 100 Baht 137,500,000 Baht 100 %

Lertrattakarn Company Limited

Symbol

Nature of Business

Website

Registration No.

Head Office

Registered Capital

Paid Up Capital

Par Value

Paid Up Capital

Percent of Investment

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: 66 (2) 100 7100 Fax: 66 (2) 255 9417 10,000,000 Shares 10,000,000 Shares 10 Baht 100,000,000 Baht 100 %

143

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 888/223-224 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel: 66 (2) 100 7171 Fax: 66 (2) 253 3263 60,000,000 Shares 60,000,000 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

144

GUL Property development business www.grandunity.com 0105533024696 888/223-224 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel: 66 (2) 100 7171 Fax: 66 (2) 253 3263 24,404,940 Shares 24,404,940 Shares 10 Baht 244,049,400 Baht 99.98 %

Remarks: * indirected held through Grand Unity Development Company Limited

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: 66 (2) 617 6900 – 9 Fax: 66 (2) 671 6910 – 11 10,000,000 Shares 10,000,000 Shares 10 Baht 100,000,000 Baht 49 %

Kinnaree Property Fund

Symbol

Nature of Business

Website

Registration No.

Head Office

Registered Capital

Paid Up Capital

Par Value

Paid Up Capital

Percent of Investment

KRF Property fund 11/2542 989 Siam Tower, 24th Floor, Rama I Road, Pathumwan Bangkok 10330 Tel: 66 (2) 659 8847 Fax: 66 (2) 659 8864 288,000.84 Shares 288,000.84 Shares 10 Baht 2,880,010.84 Baht 98.88 %

145

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: 66 (2) 100 7100 Fax: 66 (2) 255 9417 2,231,000 Shares 2,231,000 Shares 10 Baht 22,310,000 Baht 100 %

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

146

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: 66 (2) 100 7100 Fax: 66 (2) 255 9417 5,000,000Shares 2,750,000 Shares 10 Baht 27,500,000 Baht 79 %

General Information of the Subsidiaries and Associated Companies 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: 66 (2) 201 3466 -7 Fax: 66 (2) 201 3465 9,200,000 Shares 9,200,000 Shares 10 Baht 92,000,000 Baht 20 %

Remarks : * indirectly held through ESCO Ventures Company Limited

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: 66 (2) 201 3466 - 7 Fax: 66 (2) 201 3465 1,000,000 Shares 1,000,000 Shares 10 Baht 10,000,000 Baht 20 %

Remarks : * indirectly held through ESCO Ventures Company Limited

147

General Information of the Subsidiaries and Associated Companies 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: 66 (2) 201 3466 - 7 Fax: 66 (2) 201 3465 2,500,000 Shares 2,500,000 Shares 10 Baht 25,000,000 Baht 31.81%

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

148

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: 66 (2) 100 7100 Fax: 66 (2) 255 9417 250,000 Shares 250,000 Shares 10 Baht 2,500,000 Baht 100 %

General Information of the Subsidiaries and Associated Companies Forward System Company Limited

Symbol

Nature of Business

Website

Registration No.

Head Office

Registered Capital

Paid Up Capital

Par Value

Paid Up Capital

Percent of Investment

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: 66 (2)100 7222 Fax: 66 (2) 255 8986 – 7 50,000 Shares 50,000 Shares 100 Baht 5,000,000 Baht 100 %

149