UV : Annual Report 2010 en by ar.univentures

Contents 02 03 05 06 08 11 12 18 20 21 22 24 28 29 30 40 47 62 64 65 66 142

General Information Financial Highlights Board of Directors Message from the Board of Directors Report of the Audit Committee Business Structure of Univentures Group Nature of Business Corporate Social Responsibilities Policy Policy on Human Resources Development 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 Connected Transactions Report of the Board of Directors’ Responsibility in Financial Statements Report of Independent Auditor Financial Statements and Notes General Information of the Subsidiaries and Associated Companies

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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

Univentures Public Company Limited UV 0107537001030 Property development and Investment business 764,770,615 Baht 764,770,615 Baht 1 Baht 49%

Head Office Telephone Facsimile Website Factory Telephone Facsimile

888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 66 (0) 2643 7100 66 (0) 2255 9418 www.univentures.co.th 2 Soi Phaholyothin 90 Phaholyothin Road Prachathipat Thanyaburi Pathumthani 12130 66 (0) 2643 7111 66 (0) 2998 9144, 0 2998 9840

Other References

Invester Relations

Mr. Khumpol Poonsonee Univentures Public Company Limited 66 (0) 2643 7100 ext 7109 66 (0) 2255 9417 investor_relations@univentures.co.th

Auditor

Mr. Nirand Lilamethwat Certified Public Accountant Registration No. 2316 KPMG Phoomchai Audit Ltd. 50th – 51st Floors 195 South Sathorn Road Bangkok 10120, Thailand 66 (0) 2677 2000 66 (0) 2677 2222

Securities Registrar

Thailand Securities Depository Company Limited The Stock Exchange of Thailand 62 Ratchadaphisek Road, Klongtoei, Bangkok 10110 66 (0) 2229 2800 66 (0) 2359 1259 66 (0) 2229 2888

Telephone Facsimile E-mail

Telephone Facsimile Telephone Facsimile Call Center

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Financial Highlights For year ended 31 December 2010

2009

2008

Operating Results Sales Net Revenues Cost of Sales Gross Profit Net Profit

THB THB THB THB THB

million million million million million

2,269.72 2,287.76 1,859.96 409.76 56.72

1,317.01 1,361.02 1,139.17 177.88 8.25

1,136.96 1,216.62 996.85 140.12 61.83

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

THB THB THB THB THB

million million million million million

5,113.14 2,884.23 764.77 2,228.91 180.36

3,763.65 1,625.42 764.76 2,138.22 480.25

2,450.98 435.63 764.76 2,015.35 894.92

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

THB THB THB THB

0.07 0.05 2.91 1.00

0.01 0.01 2.80 1.00

0.08 0.05 2.64 1.00

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

% times % % times days days days

18.05 0.52 1.28 2.60 1.29 10 62 78.65

13.51 0.44 0.27 0.40 0.71 22 68 39

12.32 0.54 2.68 3.13 0.22 29 55 11

Growth Rate Total Assets Total Liabilities

% %

35.86 77.44

53.56 249.74

13.50 96.37

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Financial Highlights Total Assets 6,000 5,000 4,000 3,000 2,000 1,000 0

Total Shareholders’ Equity THB million 5,113 3,764

2,451

2008

2009

2010

3,000 2,500 2,000 1,500 1,000 500 0

Net Revenues 3,000 2,500 2,000 1,500 1,000 500 0

2,288

2008

2,015

2,138

2,229

2008

2009

2010

Net Profit THB million

1,217

THB million

1,361

2009

2010

70 60 50 40 30 20 10

Earning per Share

THB million 62 57

2008

2009

2010

Book Value per Share THB

0.12 0.10 0.08 0.06 0.04 0.02 0.00

0.08

0.07

0.01

2008

2009

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

2010

THB 3.0 2.5 2.0 1.5 1.0 0.5 0.0

2.64

2.80

2008

2009

2.91

2010

Board of Directors

Name-Surname

In order left to right

Position

• Miss Potjanee Thanavaranit

Chairman of the Board / Independent Director

• Mr. Suwit Chindasanguan

Chairman of Audit Committee / Independent Director

• Mr. Nararat Limnararat

Independent Director

• Mr. Thapana Sirivadhanabhakdi Director

• Mr. Panot Sirivadhanabhakdi

Director

• Mr. Sithichai Chaikriengkrai

Director

• Mrs. Ornruedi Na-Ranong

Director / President

• Mr. Thanapol Sirithanachai

Director / Managing Director

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Important events in the past year, both the most severest political conflict in the country and the economic crisis in the United States and Europe have not sent impacts towards the anticipated results of operations of Univenture Public Company Limited under its business plans of 2010 whatsoever. The UV road map 2008-2011 which had been approved by the Board of Directors in late 2007 since the change of major shareholder structure to be Adelfos Co., Ltd. involves the restructuring of the company as well as increasing shareholding proportion in subsidiary company, namely Grand Unity Development Co., Ltd. The aims are to develop high-rise residential condominium building, to make investment in Grade A office building, and to restructure the business so that it be in line with the switching of its business to real estate business. This business plan does not only cover the structure, but also aims at building up management team, operations team, and management system, and, most importantly, the building up of the Project’s strong points and selling points. This will eventually create a strong base of the company in regard to expansion of investment and new projects in the future. It is an undeniable fact that since the past 2 years this road map was introduced, the company has been able to create better accomplishments and better results of operations, and everything seems to be running well as planned.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Message from the Board of Directors In the past 2010, its subsidiary company, Grand Unity Development Co., Ltd., could realize its revenue remaining from the transfer of units sold of the U Delight @ Bang Sue Station in the amount of Baht 147.71 million in continuation from that of the end of 2009, certain sum of revenue of such of course had already been realized according to the target set forth. Also, it has opened the U Delight @ Onnut Station Condominium Project worth Baht 1,353 million with the average selling price at Baht 57,000 per square metre of 30 square metres room size in the past October. The design functions, pattern, and suitable price of “U Delight Concept” readily meets the demand of the target group which is the new generation of young workforce or those who prefer convenient travelling, as the Project is not at all far from the BTS Sky Train or the MRT underground. As the customer base of “U Delight” Group created by Grand Unity Development Co., Ltd. in the past 2 years stands at 2,100 families, hence, the important mission is to expand the “U Delight” Project continuously in line with the brand creation. As for the real estate project of office building, namely Part Venture Project, which is valued at Baht 5,000 million and located on Ploenchit-Wireless Road and which is of Grade A office building and 34-floor hotel, it is a project with earnings in the form of rent for 30 continuous years. This is the first project of the company which is located right in the city centre with the concept of environmentally friendly and energy conservation. This is the beginning of the concept of project development to achieve what is called LEED (The Leadership in Energy and Environmental Design) at the highest level of the US’s Green Building Institute. This Project will provide energy-saving facilities and attach importance to the lessees. The office building space is on 9th-21st floors with the total area of 28,000 square metres, while 22nd-34th floors are reserved for 5-Star Okura Hotel from Japan of 242 rooms. It is expected that the construction will be completed in 2 periods, with the office building to be opened in September 2011 and the hotel in March 2012. The construction and the budget still remain the same as planned. With regard to zinc oxide production business, which is a business that has created secondary revenue to the company, it could achieve sales higher than that targeted at 14,546 tons, or Baht 1,081 million. In the past year, a decision was made to move the factory from Rangsit to Rojana Industrial Estate, where we will have larger space, or 20 Rais, and the production will be increased to 18,000 tons/year. Further, we have now been granted tax privileges from the Board of Investment and special loans from the Energy Conservation Fund. It is expected that the new factory’s construction will be completed at the end of the first quarter of 2011, with only 9 months construction time. In 2011 the risk factory of the business sector that we should be careful is of course the increasing rate of interest and the inflation. The transportation costs, energy costs, and construction materials have all gone up. Therefore, we must exercise great care in making any investment along with the control of the costs of development and production of our goods. As for the plan in this year, there will be a change of revenue realization within the group quite signficantly, of both in the part of real estate buisness and zinc oxide business. That is to say, the realization of revenue from the growing sale of condominium of Grand Unity Development Co., Ltd. will change from the previous year as much as 40.65 percent, as arisen from the transfer of U Delight @ HuayKwang Station valued at Baht 1,200 million and partial of revenue from U Delight @ Jatujak Station valued at Baht 900 million, including revenue from the opening of Part Venture Office Building Project at the end of the 3rd quarter and revenues from the zinc oxide business which is expected to rise owing to the moving and expansion of the factory of about Baht 1,000 million from the sales of around 16,000 tons. Last but not least, in the name of the Board of Directors of Univenture Public Company Limited and its subsidiary companies, we 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 Board of Directors, the executives, 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 under the good governance practices for our sustainable growth.

Miss Potjanee Thanavaranit Chairman

Mrs. Ornruedee Na-Ranong President

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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, nor they are an executive officer or a staff or a person with power to control the company or the subsidiary companies and joint companies whatsoever. Throughout the past 2010, the Audit Committee had performed its duties under the scope of responsibilities assigned to it by the Board of Directors, and also under the various regulations and guidelines laid down by the Stock Exchange of Thailand, including the review of good governance practices, review of financial statements, review of suitability of disclosure of information of connected transactions, or transactions which may have conflict of interest, review of suitability of internal control system and development of internal control system continuously, including strict supervision of internal auditing, as well as selecting and appointing a certified auditor of the company and fixing the annual auditor’s fee. The company has set the scope of works, including the powers, duties, and responsibilities of the Audit Committee as follows: 1. Review the operations of the company so that it be in line with the guidelines prescribed by the law governing securities and exchange, requirements of the Stock Exchange of Thailand, and other laws related to the business of the company. 2. Review the internal control system and the internal auditing of the company, so that the company may have the internal control system and internal auditing which is suitable, adequate, and efficient, as well as approving appointment, transfer, termination of employment of the chief of internal auditing unit. 3.

Review the accuracy of the financial reports and the adequacy of the disclosure of information of the company in the case there occur connected transactions, or transactions that may have conflict of interests, to ensure that the financial statements of the company are accurate and are in accordance with the generally accepted accounting standards.

4. Consider selecting and nominating the company’s auditor, as well as fixing the auditor’s fee.

5. Consider connected transactions or other transactions that may have conflict of interests, so that it be in line with the law and the requirements of the Stock Exchange of Thailand.

6. Prepare the Audit Committee’s Report, by disclosing same in the company’s Annual Report.

7. Carry out any other works as assigned by the Board of Directors and as approved by the Auditing Committee.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Report of the Audit Committee The Audit Committee has performed its duties within the scope and responsibilities assigned by the Board of Directors which are in line with the stipulations of the Stock Exchange of Thailand, and it has also adhered to the principle of good governance throughout, being well aware of the efficiency and transparency, which can be checked at all steps, so that the company could be developed to be an organization with good business supervision. In 2010 the Audit Committee altogether held 5 meetings, whereby all audit committee members attended every meeting. Such meetings were held jointly with the auditor and the internal audit unit, and the Management did not attend just 1 meeting. At each meeting, executives from various related units were invited to attend the meetings to acknowledge the problems found from the auditing and to rectify such thereafter, and also to find ways and means to permanently prevent such shortcomings. Key points of the said meetings can be summarized as follows: 1.

Review accuracy of financial reports and adequacy of disclosure of the company. The Audit Committee made the review and gave its opinions to the financial statements in each quarter as well as the financial statements of 2010, by receiving clarifications and asking the executives and the auditor in regard to the accuracy of the financial statements, the accounting entries which were increased or decreased significantly, the risk and the disclosure of information. The Audit Committee shared the same opinion with the auditor that the said financial statements were reasonably accurate in the material parts according to the generally accepted accounting standards.

Review of internal control system and internal auditing of the company. As for 2010, the Audit Committee had assessed the adequacy of the internal control system and considered the internal auditing report according to the work plan duly approved, which covered key work systems, and it did not find significant shortcomings and was of an opinion that the company had suitable and efficient monitoring system to control the operations of its own and of its subsidiary companies. For the review of internal auditing, it had reviewed the missions, the scope of works, the duties, and the responsibilities, the manpower, and the independency of the internal audit unit. The Audit Committee was of an opinion that the internal audit unit could perform its works efficiently which was in line with the targets and the risks of the company, and it performed its duties independently, and also developed the quality of auditing both in term of personnel and auditing performance. Review of compliance with law governing securities and exchange, requirements of the Stock Exchange of Thailand, and laws related to businesses of the company. The Audit Committee had reviewed the compliance with the law governing securities and exchange, the requirements of the Stock Exchange of Thailand, and the laws related to the company’s business, as well as the compliance with the directives of the company and the commitments the company had had with others. The Audit Committee was of an opinion that it did not find any significant issue in regard to noncompliance with the law, the requirements, and the commitments it had with others.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Report of the Audit Committee 4.

Consider connected transactions or transactions which may have conflict of interests. The Audit Committee had considered connected transactions or transactions which may have conflict of interests so that it be in line with the law and the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand, and it was of an opinion that the said transactions were reasonable and would render utmost benefits to the business operations of the company, and such information had been disclosed accurately and adequately.

Consider selecting and nominating auditor and proposing auditor’s fee. The Audit Committee had assessed the skills, knowledge, ability, of the auditor and the auditor’s assistants, the independency in performing their duties, and the quality of results of auditing. It therefore deemed it suitable to nominate to the Board of Director for presenting to the Meeting of Shareholders for appointment of Mr. Nirand Lilamethwat certified public accountant of Reg. No. 2316, Miss. Nittaya Chetchotiros certified public accountant of Reg. No. 4439, Miss. Vannaporn Jongperadechanon certified public accountant of Reg. No. 4098, Miss. Vipavan Pattavanvivek certified public accountant of Reg. No. 4795 of KPMG Poomchai Auditing Co., Ltd. to be the auditor of the company of 2011 at the rate of auditor’s fee of Baht 810,000

The Audit Committee has performed its duties in full as specified in the Code of Practices of the Audit Committee as approved by the Board of Directors by exercising knowledge, ability, and independency, and has also given opinions and recommendations to the Management and the directors of the company. The Audit Committee is of an opinion that the company reports the financial information and its operations accurately, adequately, and that it has suitable internal control system, internal auditing, and risk management, and has complied with the laws, requirements, and the connected transactions have been performed correctly, and the company has performed its duties in conformity with the good governance practices, and has improved its operations continuously, as well as having a system of selection and nomination of an independent person to act as its auditor.

(Mr. Suwit Chindasanguan) Chairman of Audit Committee

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

100%

98.88%

60%

100%

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

Kinnaree Property Fund (KRF) Paid-Up Capital 2.08 Million Baht

244.05 Million Baht

100%

Zinc Oxide/Other Chemical Thai - Lysaght Co.,Ltd (TL) Registered Capital / Paid-Up Capital 140 Million Baht

Grand U Living Co.,Ltd * (GUL) 99.98% Registered Capital / Paid-Up Capital

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

Lertrattakarn Co.,Ltd (LRK) Registered Capital / Paid-Up Capital 600 Million Baht

Property Development

31.81%

79%

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

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

100%

Forward System Co.,Ltd (FS) Registered Capital / Paid-Up Capital 5 Million Baht

Univentures Consulting Co.,Ltd (UVC) Registered Capital / Paid-Up Capital 2.5 Million Baht

Other

Remark : * 59.99 % indirected held through Grand Unity Development Co., Ltd. ** 15.80 % indirected held through ESCO Ventures Co., Ltd.

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

20%

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

Energy

Registered Capital / Paid-up Capital 764.77 Million Baht

Univentures Public Company Limited

As at 31st December 2010 (Entities with 10 percent or more than shares held by Univentures)

Business Structure of Univentures Group

Nature of Business Univentures Public Company Limited was founded and registered on 13th August 1980, with the initial objectives of operating the business of producing zinc oxide powder under the trademark of “Crucible” picture. The company was listed in the Stock Exchange of Thailand in 1988. Since 2001 onwards, the company has expanded its investment in real estate development continuously, with an aim to develop potential real estate projects but were facing financial problems, to an extent that these projects could 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, of its subsidiary companies and joint companies can be classified according to major categories of business as follows:

1. Real Estate Business Presently the company has expanded its investment in the real estate business of residential condominium building for sale through the operations of Grand Unity Development Company Limited, in which the company holds direct shares at the ratio of 60 percent, and Grand U Living Company Limited, which is a subsidiary company (shares held by Grand Unity Development Co., Ltd. at 99.98%). In 2010, the company had developed and completed 2 condominium projects, namely U Sabai Project (Rama IV - Kluaynamyhai) and U Delight @ Bang Sue Station Project. Besides, it also launched 2 new projects, namely U Delight @ Jatujak Station Project and U Delight @ Onnut Station Project, Phase 1, with the total project value of Baht 3,200 million. These projects received good response from the customers. At present the company has the total sales of condominium rooms under development at the total value of Baht 3,800 million, or 85 percent of the total project value. It is expected that the condominium rooms underth the said projects could be gradually transferred to the customers in the first quarter of 2011 until the 4 quarter of 2012. In the part of leasehold of the land at Ploenchit-Wireless Road Intersection as operated by the Lertrattakarn Co., Ltd., whose shares are held by the company at the ratio of 100 percent, it is now being developed as office building and hotel of 33 floors. The project construction is expected to be completed and ready for operations in the 3rd quarter of 2011 in the part of office building, and in the 1st quarter of 2012 in the part of hotel.

2. 3.

Energy Business This is a business which is operated in the form of investment in the business of managing energy from fuel source of unwanted natural materials jointly with economical and low-pollution fuel, as well as providing engineering management and energy conservation consulting services through ESCO Ventures Co., Ltd. (the company holds shares in this company at 79 percent) and Excellent Energy International Co., Ltd. (the company holds 31.81 percent shares in this company).

4. Other Businesses Through Forward System Company Limited, the company operates a business of selling automatic car parking system under the system called “One Smart Touch”, which controls the entrance and exit of projects, buildings, lifts, by using just one card, and also acts as the distribution agent of time recording system and CCTV. The company holds 100 percent shares in Forward System Company Limited.

Zinc Oxide Powder Production Business This business is operated by Thai-Lysaght Co., Ltd. (the company holds shares in this company at 100 percent), and it has been in operation for more than 30 years. Currently the company is in the process of constructing a new factory on 20 Rais plot of land within the Rojana Industrial Estate in Phra Nakhon Si Ayuthaya Province. The construction is expected to be completed within the first quarter of 2011. Once completed, this new factory will be capable of accommodating the demand of the market with the production capacity of not less than 18,000 tons per year from the previous capacity of 15,000 tons per year, which will eventually push the business of this section of the company to grow continuously.

Furthermore, there are also Univentures Consulting Company Limited and Univentures Asset Management Company Limited (whose shares are held by the company at 100 percent) which operate the business of providing financial and investment consultant services. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

‘Park Ventures - The Ecoplex on Witthayu’ The office complex of the future, addressing every demand for business success

Detail Property Name: Park Ventures Location: Ploenchit - Wireless Type: Office and 5-star Hotel Parking Space: 580 cars Year Completed: Office-September 2011 Hotel-March 2012 Office Area Typical Floor Area: 1,900 - 2,000 sq.m. Total Lettable Area: 27,000 sq.m. Hotel Area Total Keys: 242 keys Website: www.park-ventures.com

Following its much-talked-about launch in early 2009, the 34-storey ‘Park Ventures - The Ecoplex on Witthayu,’ the ultimate new high-end complex encompassing Grade A office and a luxury 5-star hotel, has progressed to the point that more than 70% of construction is now complete. The office area is currently gearing up to be officially launched in September, and is set to offer best-in-class facilities for leading business professionals and organizations.

The project has set its sights on applying for the highest level of certification for energy conservation by the Ministry of Energy and LEED platinum certification by USGBC, which is the internationally accepted benchmark for the design, construction, and operation of high performance green buildings.

Apart from its prime location at the Ploenchit-Witthayu junction, with a convenient skywalk connection to Ploenchit BTS station, ‘Park Ventures’ boasts distinctive architectural design, inspired by a traditional Thai “Wai” greeting and a lotus, which will highlight the splendour of its elegant profile while reflecting the essence of this state-of-the-art, prestigious landmark. Developed using an ecodriven philosophy of balancing innovative construction and ensuring the highest quality of living for tenants, Park Ventures will soon emerge as the first of its kind office complex with the most comprehensive building management system designed to make the best use of energy.

The company has appointed sales representatives, and the office space has been open for pre-lease since last year. Furthermore, a series of year-long public relations and marketing campaigns will be executed in 2011. On completion of this prime project, we expect to realize long-term revenue of no less than 300 million baht a year. For more information or to visit a sample office unit, please call 02-654-1111 or email : info@park-ventures.com

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Lumpini Place Watercliff Lumpini Townhome Ratchadapisek–Rama III

Grand Heritage Thonglor Lumpini Suite Ratchadapisek–Rama III Grand Parkview Asoke Parkview Viphavadi Parkview Viphavadi 4

U Sabai Rama IV- Kluaynamthai U Delight @ Bang Sue Station

U Delight @ Jatujak Station U Delight @ Huaykwang Station U Delight @ Onnut Station

All designs are practical and functional for your lifestyles. Your needs are fulfilled at a reduced cost of living. It makes owning a condominium easier and your dream comes true.

Grand Unitynd Development Co., Ltd.

888/223-224, 2 Floor, Mahatun Plaza Bldg., Ploenchit Road, Lumpini, Patumwan, Bangkok 10330

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

U Delight @ OnNut Station Project area: 3-3-50 Rai Project detail: A 32-storey building Available units: 773 units Available room types: 1-2 bedrooms Completed period: 2012

U Delight @ Jatujak Station Phase

Phase

Project area: 2-3-88 Rai Project detail: A 29-storey building Available units: 469 units Available room types: 1-2 bedrooms Project area: 2-2-53 Rai Project detail: A 25-storey building Available units: 455 units Available room types: 1-2 bedrooms

Completed period: 2011

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

U Delight @ Huaykwang Station Project area: 5-1-48 Rai Project details: Three 20-storey buildings and One 10-storey building Available units: 596 units Available room types: 1-2 bedrooms Completed period: March 2011

U Sabai Rama IV – Kluaynamthai

U Delight @ Bang Sue Station Project area: 3-2-61 Rai Project detail: A 25-storey building Available units: 622 units Available room types: 1-2 bedrooms 100% Completion

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Project area: 1-1-33 Rai Project detail: A 8-storey building Available units: 139 units Available room types: Studio and 1-3 bedrooms 100% Completion

Zinc oxide manufacturing by Thai-Lysaght Co., Ltd

New facility with completion scheduled for 1st quarter 2011

Thai-Lysaght Company Limited (TL), a subsidiary of Univentures Public Company Limited, has been in business as a manufacturer of Zinc Oxide for more than 30 years, and continues to make an impressive revenue contribution to the group of companies. The company has currently captured more than 50% market share. In 2010, TL managed to achieve its business targets with sales volume and total sales value exceeding targets. The company is also pleased to confirm an optimistic outlook for the business, thanks to the confidence that has been entrusted by clients in terms of products and services, as well as rising market demands, especially from the company’s core customer group, the automotive industry.

Meanwhile, as the natural gas distribution pipeline in the Rojana Industrial Park is now in place, the company has opted to utilize the resource as its major fuel in the production of zinc oxide, replacing fuel oil. This change doesn’t only have a reduced impact on the community and environment; it also significantly cuts the company’s production costs by more than 12 million baht a year. When coupled with the sophisticated enhancements made to machinery, the company will continue to achieve higher production capacity to further support its sustainable growth.

Construction of more than 60% of the new plant has been completed

TL is currently constructing a new facility on an area of 20-rai at Rojana Industrial Park in Phra Nakhon Si Ayuthaya province, representing a 270 million baht investment. With completion scheduled in the first quarter of 2011, the facility will support market demand with a production capacity of 18,000 tons per year, increasing from 15,000 tons per year. This will contribute to the overall sustainable growth of the company.

Current facility

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Univentures Public Company Limited and its subsidiaries continue to do business with social responsibility firmly in mind. The Company is not only committed to ensuring ethics are at the center of its business operations, it has diligently undertaken measures as a good corporate citizen in many areas, as part of joint efforts to enhance the socio-economic and environmental conditions of the country, which leads to sustainable growth. The Company has initiated a number of social cause programmes in a concrete and continuous way by focusing on the ongoing participation of its employees. The company’s commitment for social responsibility has been demonstrated through different areas and activities.

Support for the environment Realizing the high importance of the environment and natural resources, the company has carried out a series of measures focusing on environmental promotion and the conservation of natural resources. Highlighted activities during 2010 included: - Tree-planting to improve the landscape in the Ploenchit Road area - Participating in “Bring Back Beautiful Bangkok” by adding green space to improve the landscape of Ratchaprasong Square - An in-house waste sorting campaign to donate certain types of waste to organizations in need

Joint efforts to Bring Back Beautiful Bangkok, marking World Environment Day

An in-house waste sorting campaign

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

chit Road area Creating green space for a more livable Ploen

Corporate Social Responsibilities Policy Support for education Recognizing the high importance of education and learning development for Thai youth, the Company has continuously reached out to support educational projects, with key activities in 2010 including: - Awarding scholarships to needy students at Thanyaburi School, Pathumthani Province, which has become the Company’s annual education support project. - Providing scholarships and instructional equipment to Baan Don Sawang School in Kanchanaburi province, as well as presenting vegetable gardens to the school.

School Scholarships for needy students at Thanyaburi

Scholarships and equipment for Baan Don Sawang School

Supporting the community With a strong commitment to playing a meaningful role in the development of Thai society, the Company has partnered with organizations and nearby communities to support tangible quality of life enhancement to increase the livability of communities. Key activities carried out during 2010 included: - The construction of a ‘Park of Delight’ recreational garden, as well as landscape improvement at areas in the vicinity of Huai Khwang District Office for public use.

Presenting money to support construction of a BMA sports ground

- Donation to Kluaynamthai General Hospital and Kluaynamthai Foundation, in support of the construction of a local sports ground for the Bangkok Metropolitan Administration (BMA), serving as a common area for community’s activities. - Donation bottles of drinking water to flood victims at the Donation Center at Wat Thesaban Wat Khae School in Phra Nakhon Si Ayutthaya’s Tha Rue district. - Visiting soldiers in remote border areas, based at the 3rd Cavalry Regiment in Chiang Rai, and presenting them with necessities.

s Donation bottles of drinking water for flood victim

Handover of the ‘Park of Delight’ garden to the Huai Khwang District Office

Presenting necessities to soldiers in Chiang Rai.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Policy on Human Resources Development Univentures Public Company Limited and its subsidiaries have put in place systematic policies to support the continuous development of its people. The company deems it necessary to provide annual training programs for employees of all levels, in order to enhance their competency and skills to maximize work performance, leading to higher quality products and services and ultimately to outstanding customer satisfaction. The company’s Human Resources development initiatives range from an orientation program, work-related programs, and both annual standard and tailored programmes to boost readiness and enhance essential skills for employees and executives at all levels, so as to strengthen the Company’s foundation and support future business growth.

Achieving our targets for a happy working life

Total Resource Management For Excellent Team

Grand U High Performance Team Job Analysis and formulating a Job Descriptio n

Mind Map for Management

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

ISO 9001:2008 Internal Auditor

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Investment & Property Development Revenues from sales of condominuim units Revenues from sales of condominuim units Rental from Apartment Rental & Gain on sales of property, plant and equipment for rent Interest Income Dividend Income Gain (loss) on sales of long-term investment Others Revenues from Investment & Property Development Zinc Oxide & other Chemicals Domestic sales Export sales Total Domestic sales Export sales Total Others Revenues from Zinc Oxide & other Chemicals Other businesses Sales of Time recorder & Car park system Revenues from energy saving consultant Share of gain (loss) of associates Interest Income Others Revenues from other businesses Total

Business Group

0.04% 0.00% 0.00% 0.26% 50.74% 44.08% 3.51% 47.59% 0.00% 0.00% 0.00% 0.39% 47.97% 1.78% 0.07% -0.66% 0.10% 0.00% 1.29% 100.00%

0.99 0.00 0.00 5.95 1,153.16 1,001.78 79.79 1,081.57 0.00 0.00 0.00 8.77 1,090.34 40.34 1.58 (14.99) 2.24 0.11 29.28 2,272.78

Grand Unity Development (60%)/ Lertrattakarn (100%)/ Univentures Asset Management (100%)/ Kinnaree Property Fund (99%)

Thai-Lysaught (100%) Thai-Lysaught (100%)

Univentures/ Forward System (100%)/ Esco Ventures (79%)/ Univentures Consulting (100%)

Univentures Univentures

50.13% 0.00% 0.30% 0.00%

1,139.36 0.00 6.86 0.00

THB Million

2010

Grand Unity Development (60%) Kinnaree Property Fund (99%) Univentures Asset Management (100%)

Operated by (Percent of holding)

Revenue Structure of the Company and its affiliates for the years ended 31 December 2008 to 2010

42.21 0.00 (2.66) 13.05 6.45 59.05 1,358.34

760.94 48.53 809.47 0.00 0.00 0.00 4.33 813.80

1.17 5.81 11.44 3.98 485.49

463.09 0.00 0.00 0.00

THB Million

2009

3.11% 0.00% -0.20% 0.96% 0.47% 4.35% 100.00%

56.02% 3.57% 59.59% 0.00% 0.00% 0.00% 0.32% 59.91%

0.09% 0.43% 0.84% 0.29% 35.74%

34.09% 0.00% 0.00% 0.00%

35.57 0.00 22.75 37.06 7.94 103.32 1,239.37

38.88 0.00 38.88 918.62 81.76 1,000.38 0.54 1,039.80

5.57 4.45 0.00 19.33 96.25

31.25 33.51 0.00 2.14

THB Million

2008

2.87% 0.00% 1.84% 2.99% 0.64% 8.34% 100.00%

3.14% 0.00% 3.14% 74.12% 6.60% 80.72% 0.04% 83.90%

0.45% 0.36% 0.00% 1.56% 7.77%

2.52% 2.70% 0.00% 0.17%

Revenue Structure

Analysis of Results of Operations and Financial Position In 2010, the combined financial statements of the Company showed that the Company had total incomes at Baht 2,287.8 million, increased Baht 926.7 million from the previous year. The incomes from sales and service were Baht 1,130.4 million increased Baht 276.4 million or 32.4% from previous year which the income was Baht 853.9 million. The income from real estate business was Baht 1,139.4 million, tremendous increased Baht 676.3 million from the previous year due to the realized income from U Sabai and U delight @ Bang Sue station. The other incomes which not from the normal business operation was Baht 18.0 million, decreased Baht 25.9 million from the same period of last year which was booked at Baht 43.9 million. The decrease of other incomes resulted from dropping of interest income at the amount of Baht 9.8 million from the previous year. Additionally in year 2010, the company had no any dividend income and decreased of other incomes at Baht 10.4 million from the previous year. The overall gross margin in year 2010 was 18.1% which increased from last year where the gross profit was 13.5%. The company has improved the gross margin in the real estate business from 22.0% in year 2009 to 26.0% in year 2010 due to the improve of effectiveness in project cost control. The selling and administration expenses were Baht 287.6 million which increased by Baht 98.2 million from Baht 189.4 million in the same period of last year. The increased of the expenses resulted from the selling and transferred fee from the completed transfer of U Sabai and U delight @ Bang sue station in year 2010. Additionally, there was the marketing expense for promote our new projects that has been launch since quarter 4/2009 through year 2010 which were U delight @ Huaykwang station, U Delight @ Jatujak station and U Delight @ Onnut station projects. In conclusion, in 2010 the total net profit was at Baht 56.7 million, an increasing of Baht 48.4 million from last year.

Total Assets Total assets according to the combined financial statements amounted to Baht 5.113.1 million, increased of Baht 1,349.5 million from the previous year, or equal 35.9 percent. The main items were the increase of Baht 632.3 million from our real estate project under development which developed by Grand Unity Development Co., Ltd. Additionally, the increase from the properties under development (Park Ventures) was Baht 1,109.1 million.

Total Liabilities Total liabilities according to the combined financial statements amounted to Baht 2,884.2 million, increased Baht 1,258.8 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 200 million. Additionally, the long-term loans from financial institution were increased by Baht 486.5 million for supporting the condominium projects under Grand Unity Development Co., Ltd. .

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Analysis of Results of Operations and Financial Position Shareholders’ Equity As at 31st December 2010, the shareholders’ equity according to the combined financial statements amounted to Baht 2,228.9 million, an increase of Baht 90.6 million from the previous year, or an increase by 4.2 percent. Cash Flow Cash flow from operating activities was Baht 14.7 million in 2010. For the cash flow used in investment activities were Baht 1,009.7 million. The main items for investment activities were the spending for the Park venture project in the amount of Baht 1,109.1 million. For the cash flow from financing activities, the company had the net cash of Baht 696.4 million which mainly came from the rental received in advance for Park Ventures at the amount of Baht 200 Million, and the long term loan from Financial Institution in the amount of Baht 486.5 million. As at the end of 2010, the Company and its subsidiary companies had net remaining cash in the amount of Baht 180.4 million. Important Liquidity Ratio The liquidity ratio stood at 1.5 times and the quick ratio was at 0.2 time, which was decreased from last year that the liquidity ratio was 4.6 times and the quick ratio was at 2.4 times 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Risk Factors Impacts from Business of Investment in Real Estate 1. Risk from Political Problems and Economic Situations In 2010 the domestic political problems seemed to be a key factor that readily sent impact towards the confidence of investors and consumers, particularly in the first half of the year when there was staged a huge political demonstration. This eventually resulted in the slowdown of the real estate market continuously. Nevertheless, after the said unrest was over, the real estate business bounced back and the competition was quite aggressive, especially that of residential condominium building, whereby many new projects were launched during July - December 2010, with the number of new rooms offered for sale in the market at no less than 40,000 units, and most of them were small condominium rooms with the selling price of Baht 1.5 - 2.5 million per unit. From the expansion of the residential market above-mentioned, the Bank of Thailand had to issue measures fixing the ratio of loan to value (LTV ratio) to control the said expansion so that it be stable and not leading to huge debts problems to an extent that it could cause an economic crisis, as was the case in 1997. As for the sub-prime problems in the real estate business in the United States of America since early 2009 and which had caused the ratio of investment expansion of foreigners in Thailand to reduce, it still sent impacts to the business of office space leasing and the hotel business in a certain degree, as there were no new office space or big hotel opening in 2010, which made the competition not to be so fierce. Besides, the measures of juristic person tax reduction of foreign company who would set up office in Thailand should push up the growth of office space leasing in the future. In the part of real estate development business of commercial leasing of the company, the “Park Venture Project”, which is a project of office building and hotel of 33 floors and is located on the corner of Ploenchit-Wireless Road, it also was affected by the political demonstration early in the year and readily caused the construction to have been halted for a brief period. However, after the situation returned to normalcy, the construction could be accelerated to be within the scheduled period, and it is expected that the Project could be developed and completed in time for its opening of services in the part of office space and shops in the 4th quarter of 2011. At this time the Project is now opened for reservations by interested parties. As regards the development of condominium room under the Grand Unity Development Company Limited, in 2010 there were 2 new projects launched altogether 1,700 rooms, with the total project value at Baht 3,200 million. At present, the sales of the two Projects have reached 85 percent. However, in order to prevent any risk from the political and economic problems which may occur and which could affect the transfer of condominium rooms in the future, the company has coordinated with financial institutions to help check the ability to apply for credit loan of its customers since the beginning, and also to help the customers prepare documents and to provide advices in various matters related to the application for credit loan, so that the customers may get approval and could transfer the condominium rooms within the scheduled period. In the part of LTV measures, the company was not affected, because the customers had made down payment and installments altogether at the rate of 10 percent of the buying price of condominium room, thereby making the total balance which must apply for credit loan from financial institution at 90 percent, which was in line with the criteria set forth by the Bank of Thailand.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Risk Factors 2. Risk from Competition In the latter half of 2010, the operators of real estate business of condominium building launched many new projects, especially on locations along the routes of existing electric trains and the extension lines as well as the new electric train projects duly approved by the Government. Most condominium rooms were 1 bed room with space from 22 sq.m. to 35 sq.m. and with the average price tag of Baht 1.5 -2 .5 million per unit. From the said circumstances, the company then had to adjust its strategy in its project development to increase the efficiency of its goods to meet the demand of the customers increasingly so that it be competitive enough, such as, a survey of the true need of the customers directly for developing the pattern and style of condominium room by taking into account the lifestyle of target groups, a control of and coordination with the contractors since the commencement of the construction to increase the work efficiency so as to obtain the best quality possible and so that the construction could be completed and ready for transfer to the customers within a shorter period than that of its competitors. In the part of real estate of office building, in 2010 there were no new projects launched, because the rate of growth of the customers who were foreign companies tended to reduce as the results of sub-prime problems and the rising prices of the land in certain business districts, especially along the routes of electric trains. This was why there were no investors constructing new office projects, if the rent of office space could not be increased. Still, in 2011, there will be office buildings the construction of which are completed and ready for leasing at around 100,000 square metres, including the company’s Park Venture, which is now under development and will be ready for services in the 4th quarter of this year. As this Project is located within the central business district and can be connected with the BTS Sky Train, and it is a building that is constructed in line with environmentally friendly and energy saving concept, the Project will no doubt respond to the need of the customers who are big companies, and thus it could compete in the office building market in the long term period. 3. Risk on Costs of Project Development An increase of residential condominium project and an investment by the Government Sector in communication and public utilities in 2010 had readily resulted in higher demand of labour and construction materials than before, and, coupled with the continued fluctuation of oil prices which rose highly towards the end of the year, the costs of construction and development of real estate projects on the whole were also on the rise. Nevertheless, in regard to the construction of the Park Venture Project, which is a large project of the company, there had already been concluded the purchase and contracted services by more than 98 percent long before, hence, the Project was not much affected. Besides, the company had also managed the construction jointly with the contractors very closely in the part of office building and condominium so that the projects could be completed quicker than the scheduled date, which in turn helped reduce the costs of development to a certain extent. 4. Risk from Credit Extension by Financial Institutions The past economic crisis still forced the financial institutions to be stricter in approving credit loans, whether it be project loans or personal loans, particularly in the part of borrowers for buying real estate property. This is because in the past there were a lot of people who had bought real estate property just for speculation, and these investors had no intention to buy the property for use as their actual residence, and most were not ready to repay the credit loans granted by the financial institutions. Therefore, when the time arrived for the transfer of condominium rooms, there was a risk that financial institutions might not approve the loan for these customers. In such a situation, the developers must take บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Risk Factors rooms back for resale, costing them some business opportunity. Hence, the company had set up special measures by coordinating with financial institutions since the period of reservation of its condominium projects, and arranged for an initial checking of the customers’ credit so as to reduce the risks of them being denied loan approval when the transfer time was due. The company 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 the data concerned until the customers could obtain the loan approval by the said financial institutions. Further, in the part of project loans, the company still emphasizes on the policy of financial management by trying to control the debt/equity ratio to be at a suitable level so as to reduce the financial costs and the risks on repayment of loans to be at the minimum.

Impacts from Zinc Oxide Powder Production Business: 1. Risk from Raw Materials Prices In 2010 the prices of main raw material used in the production of zinc oxide powder, namely zinc ingot, which uses the central price of the world market called LME or London Metal Exchange as the reference in the trading, appeared to be fluctuating more than often. This may have stemmed from the speculation of investors and speculators in the LME market, as well as the economic factors on the whole of the world. Besides, there was also a risk from the fluctuation of rate of exchange. From the said factors, the company must therefore make its business plan and management plan with great care, with an aim to reduce any possible risks. The company had monitored the situations that might have certain effects on its operations very closely, as well as analyzing the circumstances which were factors of both inside and outside the country. After that, information would 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 to be according to that targeted by the company. 2. Risks from Price Competition As the economic conditions abroad and in the country had increased from that of 2009, thus, the production in various industrial sectors also expanded. In 2010, some motor car tire manufacturers had expanded their production in line with the positive economy, and this resulted in the quantity of buying of zinc oxide of customers in motor car tire industry to have increased from that of 2009 by 20 percent. However, the competition of the sale of zinc oxide in the market seemed to be more aggressive than in the past year also, as the competitors still adopted the selling price strategy in lieu of the quality of the product itself. In 2010 the average price of raw materials of zinc ingot used in producing zinc oxide powder in the market during January 2010 was higher than that of the same period in 2009 as much as 105 percent. However, in February 2010, the average price was decreased from that of January by 11.39 percent. This has caused the company in 2011 to draft a policy of reducing the risks that may occur, by exercising costs management, strategy, price, market assessment, including the preservation of product quality, with an aim to maintain the market share and at the same time finding new customers.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Risk Factors 3. Risk from Oil Prices in World Market The price of crude oil had increased from the average price in 2009 of USD 62 per barrel to USD 78 per barrel. This stemmed from the change of foundation factors and from the demand of oil of the world which expanded again according to the recovery of the world economy. The oil price seemed to be fluctuating in each quarter, especially in the last quarter when it hit the record of 26 months period at the price of above USD 90 per barrel as the result of the weakened US dollar and the increasing demand of oil consumption for heating as the weather turned colder than before. In the production year 2010, the company had oil expenses at 48 percent of the production expenses, which was higher than that of 2009, due to the rising oil prices in the world market. However, the company could manage to have saved its oil consumption by 2 percent of the target set. 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. This includes price negotiations, inventory, and feeding the raw material in time for the production plan. By realizing that to rely on one single raw material source in the country may put the company at risk, the company therefore adopts 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 the raw material. 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 market 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. 6. Risk from Expansion of New Factory As the company is in the process of constructing a new factory at Rojana Industrial Estate, whereby the new factory will have an increased maximum production capacity from the previous 14,000 tons/year to 18,000 tons/year, which may cause a risk in term of the anticipation of the demand of the product in the market. Nevertheless, the company has assessed the demand of the product and it appears that there is an increasing trend, especially in large and reputable motor car tire makers. Therefore, an increase of the production is in a way a preparation to accommodate the demand and the services to the customers. Moreover, the new factory also has increased the efficiency through the switching of energy consumption from bunker oil to natural gas, usage of additional equipment and improvement of production equipment to be more efficient to reduce labour and time. Besides, in order that it be in line with the standards of financial reporting regulated and newly revised by the Professional Accounting Council, and for the purpose of transparency of disclosure of accounting for investors, the company therefore has adjusted the accounting entry to be in line with the new standards of financial reporting in 2011.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Shareholder Structure

UV’s top 10 major shareholders as at the closing date of shareholder register on 31st December 2010 Shareholders 1 2 3 4 5 6 7 8 9 10

Adelfos Company Limited* UOB KAY HIAN PRIVATE LIMITED Thai NVDR Company Limited AMERICAN INTERNATIONAL ASSURANCE COMPANY, LIMITED-TIGER Mr. Sorasan Khurattanaphisan Mr. Sunthorn Khurattanaphisan Mr. Weera Napapruekchat Mr. Vichit Chinwongvorakul Mr. Chongrak Sripunporn Mrs. Ornruedi Na-Ranong

Number of Shares Hold Share % 431,297,126 56.40 % 66,110,000 8.64 % 22,921,349 2.30 % 15,000,000 1.96 % 11,000,000 1.44 % 9,000,000 1.78 % 8,888,000 1.62 % 8,075,200 1.05 % 7,600,000 0.99 % 6,841,000 0.89 %

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

The Limited of Foreign Shareholders The foreign shareholders can be able to hold not more than 49 percent of its paid-up capital as 31st December 2010, with now has been holding 13.70 percent of its paid-up capital. The Company has imposed limited on the number of shares which can be owned by the foreigners at 49 percent of its paid-up capital. As of 31st December 2010 the Company declared that 13.70 percent of paid-up capital shares owned by the foreigner.

Dividend Policy UV’s dividend policy is to pay out at least 50% of its net profit after unless the Company and its subsidiaries. Each year’s payout is subject to UV’s investment plan, justifications, and other future considerations. Upon approval by the Board of Directors, the annual dividend payout is to be presented to the shareholder’s meeting for approval. As regards and interim dividend, however, the Board is authorized to pay it and then report the payout at the next shareholders’ meeting. For the dividend policy of subsidiary companies, the Board of Directors of each company will consider the dividend payment from the retain earning and cash flow balance comparing to the investment budget of the company. Should the cash flow be enough after having the legal reserve, the Board of Director will consider for dividend payment as appropriate Dividend payment for the previous 5 years Year 2010 2009 Annual dividends (Baht per share) 0.04 0.01 Net Profit (THB Million) 63.92 8.25 Dividends payout ratio on net profit 50.00% 92.73%

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

2008 0.05 61.83 61.84%

2007 0.10 100.95 75.61%

2006 0.10 146.40 36.40%

Organization Chart Univentures Public Company Limited

Board of Directors

Compensation & Nominating Committee

Audit Committee Executive Committee

President Risk Management Committee

Compliance and Internal Audit Department

Managing Director

Project Development Department

Corporate Communications Department

Procurement Department

Business Development Department

Human Resources Department

Accounting Department

Legal & Asset Management Department

Administration Department

Finance & Budgeting Department Information Technology Department

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Management Structure The management structure of Univentures Public Company Limited comprises the Board of Directors and 4 committees, namely Audit Committee, Compensation and Nomination Committee, Risk Management Committee and Executive Committee, with the President as the Chief Executive Officer.

Board of Directors 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 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

Note : - - -

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

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

Mr. Alongkorn Prathanrasnikorn has been appointed as the secretary of the Board of Director The Annual Ordinary Meeting of Shareholders of 2010 on 22nd April 2010 passed a resolution that the following directors: Mr. Suwit Chindasanguan, Mr. Sithichai Chaikriengkrai and Mr. Thanapol Sirithanachai, be re-appointed as directors for another term. In 2010, the Board of Directors held 7 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: 1. Holding shares not exceeding one per cent of the total number of voting rights of the company, its parent company, subsidiary company , associated company 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 company, associated company, same-level subsidiary company, major shareholder or controlling person of the company, unless the foregoing status has ended for more than 2 years; 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;

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Management Structure 4. Neither holding nor having held a business relationship with the company, its parent company, subsidiary company, associated company, major shareholder or controlling person in the manner which may interfere with his independent judgment, and neither being nor having been a substantial shareholder or a controlling person of any person having business relationship with the company, its parent company, subsidiary company, associated company, major shareholder or controlling person, unless the foregoing relationship has ended for more than 2 years; The aforementioned term “business relationship” includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services, or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing asset as collateral, including any other similar actions, which result in the company or counterparty being liable to indebtedness payable to the other party in amount of 3 percent or more of the net tangible assets of the company or Baht 20 million or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transaction under the Notification of the Capital Market Supervisory Board concerning regulations in respect of an entering into connected transaction mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of 1 year prior to the date on which such a business relationship with the person commences; 5. Neither being nor having been an auditor of the company, its parent company, subsidiary company, associated company, major shareholder or controlling person and not being a substantial shareholder, controlling person or partner of an audit firm which employs auditors of the company, subsidiary company, associated company, major shareholder or controlling person, unless the foregoing relationship has ended for more than 2 years; 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 company, associated company, major shareholder or controlling person or controlling person, and not being a substantial shareholder, controlling person or partner of the professional adviser, unless the foregoing relationship has ended for more than 2 years; 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 undertaking any business the nature of which is the same as that of the company or subsidiary company and which, in any material respect, is competitive with business of the company or subsidiary company or not being a substantial partner in the partnership, a director who is involved in the company management, an employee, a staff member, an adviser who receives a regular salary or a shareholder holding more than 1 percent of shares with voting rights of a company undertaking any business the nature of which is the same as that of the company or subsidiary company and which, in any material respect, is competitive with business of the company or subsidiary company; 9. 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 (9) 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. The previous directorial records as an independent director to be brought up for consideration shall comply with the above criteria, except under exemption by the Office of the Securities and Exchange Commission, in accordance with the Notification of the Capital Market Supervisory Board. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Management Structure Note: Major company means a company that holds shares in the company more than 50 percent. Subsidiary company means a company where the company holds shares more than 50 percent. Affiliate company means a company where the company holds shares more than 20 percent but not more than 50 percent. Subsidiary companies of the same level means subsidiary companies of the same level from two companies upwards which have the same major company. (And of the meaning under the Notice of Securities and Exchange No. Kor.Jor. 32/2549 Re Submission and Exemption of Submission of List of Data of Securities Offering, dated 15th November 2006, and any other amendment Notices thereof.)

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

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

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:

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Management Structure Name-Surname 1

Mr. Suwit Chindasanguan

Miss Potjanee Thanavaranit

Mr. Nararat Limnararat

Position

Detail

Chairman of Audit Committee Independent Director. Knowledge in accounting and finance. Audit Committee Member Independent Director. Knowledge in accounting and finance. Audit Committee Member Independent Director. Knowledge in accounting and finance.

Note: - Mr. Vichaen Krongsaksiri has been appointed as the secretary of the Audit Committee - The Audit Committee’s term is 3 years, counting from the date of appointment, or according to the term as member. - In 2010, 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. 2. 3. 4. 5. 6. 7.

To review the Company’s financial reporting process to ensure accuracy and adequate disclosure To review the Company’s compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the Company’s business. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company. To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine and internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit. To review the Company’s risk assessment system and manage risk adequate, properly and efficiently. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year. To prepare, and to disclose in the Company’s annual report, and audit committee’s report which must be signed by the audit committee’s chairman and consist or at least the following information: (a) An opinion on the accuracy, completeness and creditability of the Company’s financial report. (b) An opinion on the adequacy of the Company’s internal control system. (c) An opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s business. (d) An opinion on the suitability of an auditor. (e) An opinion on the transactions that may lead to conflicts of interests. (f) The number of the audit committee meeting, and the attendance of such meetings by each committee member. (g) An opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter. (h) The Evaluation of audit committee’s supervision. (i) Other transactions which, according to the audit committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors. 8. Approve the audit plans of the department responsible for the auditing. 9. Revise and up-to-date the charter of audit committee to comply with the regulations of SET, SEC including the circumstance and appropriation. 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. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน) 33

Management Structure 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: 1 2 3 4

Name-Surname Miss Potjanee Thanavaranit Mr. Nararat Limnararat Mr. Suwit Chindasanguan Mr.Thapana Sirivadhanabhakdi

Position Chairman Committee Member Committee Member Committee Member

Non-Executive Non-Executive Non-Executive Non-Executive

Detail Director and Independent Director. Director and Independent Director. Director and Independent Director. Director

Note: - Mrs. Ornruedi Na-Ranong has been appointed as the secretary of the Compensation and Nominating Committee - The Compensation and Nominating Committee’s term is 3 years, counting from the date of appointment, or according to the term as member. - In 2010, the Compensation and Nominating Committee held altogether 2 meetings.

Scope of Powers, Duties and Responsibilities of Compensation and Nominating Committee 1. 2. 3. 4. 5. 6. 7. 8. 9.

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

Management Structure Executive Committee The Board of Directors has approved the setting up of the Executive Committee, which at present comprises 5 members, as per the following list: 1 2 3 4 5

Name-Surname Mr. Thapana Sirivadhanabhakdi Mr. Panot Sirivadhanabhakdi Mr. Sithichai Chaikriengkrai Mrs. Ornruedi Na-Ranong Mr. Thanapol Sirithanachai

Executive Executive Executive Executive Executive

Position Chairman Committee Committee Committee Committee

Member Member Member Member

Detail Non-Executive Director Non-Executive Director Non-Executive Director Executive Director Executive Director

Note: - Mr. Alongkorn Prathanrasnikorn has been appointed as the secretary of the Executive Committee - In 2010, the Executive Committee held 11 meetings.

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

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Management Structure Risk Management Committee The Board of Directors has approved the setting up of the Risk Management Committee, which at present comprises 8 members, as per the following list: 1 2 3 4 5 6 7 8

Name-Surname Mrs. Ornruedi Na-Ranong Mr. Thanapol Sirithanachai Mr. Neramit Srangiam Mr. Korntawat Kingngoen Mr. Noppadol Theerasilp Mr. Sutee Limpanachaipornkul Miss Pradthana Udomsin Mr. Rachod Nantakwang

Position Chairman Committee Member Committee Member Committee Member Committee Member Committee Member Committee Member Committee Member

Detail Director / President Director / Managing Director Managing Director, Grand Unity Development Co., Ltd. Managing Director, Thai-Lysaght Co., Ltd. Managing Director, Forward System Co., Ltd. Executive Vice President, Project Development Department Vice President, Accounting Department Vice President, Finance & Budgeting Department

Note: - Miss Pradujrutai Boonpherm has been appointed as the secretary of the Risk Management Committee

Scope of Powers, Duties and Responsibilities of Risk Management Committee 1. 2. 3. 4. 5. 6. 7. 8. 9.

Prescribe strategies and policies, as well as setting targets of risk management of the entire organization, for use as guidelines for effective risk management by the Management so that it be carried out in the same direction. Prescribe the frame of integrated risk management which shall cover major risks of the business, such as, business risk and operational risk, etc. Lay down risk management system so as to reduce any effects that may occur to the business operations of the company permanently, including arrangement for regular risk assessment. Prepare and approve suitable risk management plan, by assessing risk factors that may affect the business operations of the company, and prepare risk management plan at all levels through brainstorming among the executives and staff from various departments. Develop the risk management so that it be effective and see to it that the company has suitable risk management. Promote the executives and staff so that they be aware of the importance of management and administration of risks that may cause the company not being able to achieve its targets, and also push for the risk management at all levels of the organization, while at the same time embedding it as a culture of the organization. Monitor the progress in complying with the risk management plan of the company, and provide advices and recommendations in regard to risk management. Communicate with the Audit Committee about significant risks that may affect the internal control. Report to the Board of Directors of the risks and the management of such risks.

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 making the utmost benefits to the Company. His duty also includes arrangement of and keeing documents in custodian such as registrar 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Management Structure 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

Name-Surname Mrs. Ornruedi Na-Ranong Mr. Thanapol Sirithanachai Mr. Sutee Limpanachaipornkul Mr. Alongkorn Prathanrasnikorn Mr. Khumpol Poonsonee Mr. Wichai Mahutdejkul ** Mr. Ponchai Lertchoomongkol *** Miss. Pradthana Udomsin Mr. Rachod Nantakwang

Position Director and President Director and Managing Director 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 Senior Vice President - IT Development Department Vice President - Accounting Department Vice President - Finance & Budgeting Department

Note: * An executive refers to director, managing director or person holding the first four positions of executive level right after the President, and every person holding the position equivalent to the fourth person holding the executive level position, including those holding executive level positions in accounting or finance at the level of the department manager or higher, or equivalent. ** Mr. Wichai Mahutdejkul has joined the Company since 15th March 2010 *** Mr. Ponchai Lertchoomongkol resigned from the company since 5th April 2010

Executives of Subsidiary Companies Name-Surname

Position

Mr. Neramit Srangiam

Managing Director, Grand Unity Development Co., Ltd.

Mr. Korntawat Kingngoen

Managing Director, Thai-Lysaght Co., Ltd.

Mr. Noppadol Theerasilp

Managing Director, Forward System Co., Ltd.

Mr. Alongkorn Prathanrasnikorn

Managing Director, Univentures Asset Management Co.,Ltd.

Mr. Khumpol Poonsonee

Managing Director, Univentures Consulting Co., Ltd.

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

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Management Structure 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 allot his/her votes to any candidates unequally. (3) Candidates who have received the highest number of votes in respective order shall be elected as directors equivalent to the required number of directors or the number of directors to be elected at the time. In the case the candidates in respective orders who have received equal votes exceed the required number of directors or the number of directors to be elected at that time, election shall be by drawing lots so as to acquire the number of directors required. In the case of a vacancy in the position of director, for other reasons than completion of his/her term, the Board of Directors shall, by a majority of votes not less than three-fourths of the remaining number of directors, select any person who has possessed the qualifications and has not had the prohibited descriptions under the law as a replacement director in the next meeting of the Board of Directors, except where the remaining term of the said director is less than 2 months. The Meeting of Shareholders may pass a resolution that any director retire from his/her post before completing his/her term by a majority of not less than three-fourths of the number of shareholders who attend the Meeting and have the right to vote, and with the total number of shares altogether not less than one-half of the number of shares held by the shareholders attending the Meeting and have the right to vote. At all ordinary general meeting of shareholders, the company has prescribed that one third of the total number of directors shall retire from office. If the number of directors cannot be divided by three, then the closest number to one third shall apply. The directors who are to retire in the first and the second years after the company’s registration shall be by drawing lots. As for the following years, the directors who have held the posts longest shall retire from office. However, retired directors may be re-elected.

Committees Audit Committee, Compensation and Nominating Committee, Risk Management 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Management Structure Remuneration for Directors and Executives Monetary Remuneration

• Remuneration for Directors

At the 31st Annual General Meeting of Shareholders on 22nd April 2010, a resolution was passed that the remuneration for directors be fixed as proposed by the Compensation and Nominating Committee and the Board of Directors. Remuneration for the Board of Directors consists of monthly compensation and meeting allowances. The Chairman of the Board of Directors receives a monthly retainer fee of Baht 16,000 per month and a meeting allowance of Baht 22,000 for each meeting. Each director receives a monthly retainer fee of Baht 8,000 per month and a meeting allowance of Baht 18,000 for each meeting. Remuneration for Audit Committee consists of monthly compensation. The Chairman of the Audit Committee receives a monthly retainer fee of Baht 40,000 per month. Each Audit Committee member receives a monthly retainer fee of Baht 30,000 per month. Remuneration for Compensation and Nominating Committee consists of meeting allowances. The Chairman of the Compensation and Nominating Committee receives a meting allowance of Baht 22,000 per meeting. Each Compensation and Nominating Committee member receives a meeting allowance of Baht 18,000 per meeting. Remuneration for Executive Committee* consists of monthly compensation. The Chairman of the Executive Committee receives a monthly retainer fee of Baht 25,000 per month. Each Executive Committee member receives a monthly retainer fee of Baht 20,000 per month. In 2010 the remuneration for the Board of Directors and Sub-Committees are as follows: The The The The

Total Remuneration Board of Directors 1,864,000 Baht Audit Committee 1,200,000 Baht Compensation and Nominating Committee 152,000 Baht Executive Committee * 780,000 Baht

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

Summary of Comparison of Remuneration of Board of Directors and Committees of 2009 and 2010

Remunerations

2010

2009

Remunerations (Monthly and Meeting Allowances)

3,996,000 Baht

3,772,000 Baht

• Remuneration for Executives

In 2010, the remunerations received by the 9 executives from the Company in the form of salaries, bonuses, in the amount of 18,934,250 Baht.

Other Remunerations

- None -

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Board of Directors and Executives Miss. Potjanee Thanavaranit

Chairman of the Board / Audit Committee’s Member / Chairman of Compensation and Nominating Committee Director Type Independent Director Age 64 Years Highest Education Master of Business Administration Syracuse University, USA (USAID Scholarship) Thai Institute of Director Association (IOD) Audit Committee Program (ACP 32/2010) The Role of Compensation Committee Program (RCC4/2007) The Role of Chairman Program (RCP13/2006) Directors Certificate Program (DCP 17/2002) UV Shareholding 0% (-0- shares) Year of Directorship 3 Years 4 Months Position in Other Listed Companies Present Independent Director / Audit Committee Bank of Ayudhya Public Company Limited Oishi Group Public Company Limited Bangkok Insurance Public Company Limited Independent Director Thai Reinsurance Public Company Limited Berli Jucker Public Company Limited Position in Non-Listed Companies Present Chairman of the Public Sector Audit and Evaluation Committee Ministry of Commerce Member of 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 Position in Rival Companies Connected Business that may cause conflict of interest Experience 2006 - 2008 Second Vice – President of the National Legislative Assembly The National Legislative Assembly Advisor of Minister of Commerce Ministry of Commerce Economic Advisor The Council for National Security 2001 – 2008 Member of the Monetary Policy Board The Bank of Thailand 2002 - 2007 Chairman Thailand Insurance Institute 2001 - 2006 Director General, Department of Insurance Ministry of Commerce Legal record in the past 10 years - None -

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Mr. Suwit Chindasanguan

Independent Director / Chairman of Audit Committee / Compensation and Nominating Committee’s Member Director Type Independent Director Age 56 Years Highest Education Master of Science (Ag. – econ) Kasetsart University Thai Institute of Director Association (IOD) The Role of the Chairman Program (RCP 18/2008) The Role of Compensation Committee Program (RCC1/2006) Improving the Quality of Financial Reporting (QFR 2/2006) Audit Committee Program (ACP4/2005) Directors Certification Program (DCP44/2004) Directors Accreditation Program (DAP14/2004) UV Shareholding 0.07% (500,000 shares) Year of Directorship 7 Years 2 Months Position in Other Listed Companies Present Chairman / Audit Committee SIS Distribution (Thailand) Public Company Limited Position in Non-Listed Companies Present Chairman Internet Solution and Service Provider Company Limited Chairman One to All Company Limited Advisor to Executive Board Thonburi Automotive Assembly Plant Company Limited - None Position in Rival Companies Connected Business that may cause conflict of interest Experience 2003 - 2007 Audit Committee Univentures Public Company Limited Legal record in the past 10 years - None -

Board of Directors and Executives Mr. Nararat Limnararat

Independent Director / Audit Committee’s Member / Compensation and Nominating Committee’s Member Director Type Independent Director Age 52 Years Highest Education Master of Business Administration, Finance Cornell University, New York, USA Thai Institute of Director Association (IOD) Directors Certification Program (DCP initial) Finance for Non-Finance Director (FND-2004) UV Shareholding 0% (-0- shares) Year of Directorship 4 Years 11 Months Position in Other Listed Companies - None Position in Non-Listed Companies Present Director / Managing Director Asia Asset Management Limited - None Position in Rival Companies Connected Business that may cause conflict of interest Experience - None Legal record in the past 10 years - None -

Mr. Thapana Sirivadhanabhakdi

Director / Executive Chairman / Compensation and Nominating Committee’s Member Director Type Authorized Director Age 35 Years Highest Education Master of Science Administration in Financial Economics from Boston University, USA Thai Institute of Director Association (IOD) Directors Accreditation Program (DAP10/2004) UV Shareholding 28.20% (215,648,563 shares) Year of Directorship 3 Years 4 Months Position in other Listed Companies Present Vice Chairman Siam Food Products Public Company Limited Vice Chairman / Executive Vice Chairman Oishi Group Public Company Limited Director / Executive Director Berli Jucker Public Company Limited Position in Non-Listed Companies Director / President & CEO Thai Beverage Public Company Limited Director / Executive Director Beer Thai (1991) Public Company Limited Director Adelfos Company Limited - None Position in Rival Companies Connected Business that may cause conflict of interest Experience - None Legal record in the past 10 years - None -

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Board of Directors and Executives Mr. Panot Sirivadhanabhakdi

Director / Executive Director Director Type Authorized Director Age 33 Years Highest Education 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, USA Thai Institute of Director Association (IOD) Directors Certification Program (DCP46/2004) Finance for Non-Finance Director (FND10/2004) 28.20% UV Shareholding

(215,648,563 shares)

Year of Directorship 3 Years 4 Months Position in other Listed Companies Present Director / Executive director Berli Jucker Public Company Limited Director Siam Food Products Public Company Limited Position in Non-Listed Companies Present Director / Executive director Beer Thip Brewery (1991) Company Limited Director/ Executive Vice President T.C.C. Technology Company Limited Director Thai Beverage Public Company Limited TCC Land Leisure Company Limited Adelfos Company Limited Eastern Seaboard Industrial Estate (Rayong) Company Limited Plantheon Company Limited Siriwana Company Limited Cristalla Company Limited TCC Holding Company Limited TCC Land Company Limited - None Position in Rival Companies Connected Business that may cause conflict of interest Experience Director 2007 – 2009 Lan Chang Development Company Limited 2003 – 2009 Southeast Group Company Limited (TCC Capital Company Limited) 2004 – 2008 Terragro Company Limited 2000 – 2004 Beer Thai (1991) Public Company Limited Legal record in the past 10 years - None -

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Mr. Sithichai Chaikriengkrai

Director / Executive Director Director Type Authorized Director Age 56 Years Highest Education Mini MBA Kasetsart University Thai Institute of Director Association (IOD) Directors Certification Program (DCP26/2003) DCP Refresher Course (2/2005) UV Shareholding 0% (-0- shares) Year of Directorship 3 Years 4 Months Position in other Listed Companies Present Director / Executive director Siam Food Products Public Company Limited Oishi Group Public Company Limited Berli Jucker Public Company Limited Position in Non-Listed Companies Present Director / Director and Executive Vice President Thai Beverage Public Company Limited Director Adelfos Company Limited Eastern Seaboard Industrial Estate (Rayong) Company Limited Thai Beverage Can Company Limited - None Position in Rival Companies Connected Business that may cause conflict of interest Experience 1997 – 2004 Director / Senior Vice President Beer Thai (1991) Public Company Limited Legal record in the past 10 years - None -

Board of Directors and Executives Mrs. Ornruedi Na - Ranong

Director / Executive Director / Secretary to Compensation and Nominating Committee / President Director Type Authorized Director Age 50 Years Highest Education Master of Business Administration San Diego State University, USA Thai Institute of Director Association (IOD) Role of the Compensation Committee Program (RCC7/2008) DCP Refresher Course (3/2006) Diploma of Directors Certification Program (DCP17/2002) UV Shareholding 0.89% (6,841,000 shares) Year of Directorship 10 Years 7 Months Position in other Listed Companies - None Position in Non-Listed Companies Present Director Lertrattakarn Company Limited ESCO Ventures Company Limited Prinventures Company Limited Kinnaree Property Fund S.U.N. Management Company Limited Grand Unity Development Company Limited Grand U Living Company Limited Excellent Energy International Company Limited Univentures Consulting Company Limited Univentures Asset Management Company Limited Forward System Limited Thai – Lysaght Company Limited Master Dei Institute Foundation - None Position in Rival Companies Connected Business that may cause conflict of interest Experience 2002 – 2006 Director Sansiri Venture Company Limited 2000 – 2001 Director / Executive Vice President BOA Asset Management Limited 1998 – 2000 Director / Executive Director Mahanakorn Asset Management Company Limited 1994 – 1998 Director / Executive Vice President One Asset Management Limited 1986 – 1994 Division Manager Esso Standard Thailand Company Limited Legal record in the past 10 years - None -

Mr. Thanapol Sirithanachai

Director / Executive Director / Managing Director Director Type Authorized Director Age 43 Years Highest Education Master of Business Administration University of Texas at Austin, USA Thai Institute of Director Association (IOD) Directors Certification Program (DCP39/2004) Directors Accreditation Program (DAP10/2004) UV Shareholding 0% (-0- shares) Year of Directorship 7 Years 6 Months Position in other Listed Companies - None Position in Non-Listed Companies Present Director Lertrattakarn Company Limited ESCO Ventures Company Limited Prinventures Company Limited Kinnaree Property Fund S.U.N. Management Company Limited Grand Unity Development Company Limited Grand U Living Company Limited Univentures Consulting Company Limited Univentures Asset Management Company Limited Forward System Limited Thai – Lysaght Company Limited - None Position in Rival Companies Connected Business that may cause conflict of interest Experience 2003 – 2006 Director Sansiri Venture Company Limited 2001 – 2003 Senior Vice President Bank of Asia Public Company Limited 1998 – 2001 Board of Director /Executive Director Executive Vice President – Business Development and Acquisitions Department sansiri Public Company Limited Legal record in the past 10 years - None -

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Board of Directors and Executives Mr. Sutee Limpanachaipornkul

Executive Vice President, Project Development Department Age 36 Years Relationship With Management - None Highest Education Master of Science in Construction Science & Management Clemson University, USA Thai Institute of Director Association (IOD) - None UV Shareholding 0% (-0- shares) Experience 2006 - 2008 Construction Division Manager Capital Advisory Services (Thailand) Company Limited 2003 - 2006 Senior Project Manager Sansiri Public Company 2000 - 2002 Project Engineer Beers Skanska, Inc Atlanta, USA 1999 - 2000 Graduate Assistant of Construction Management Department Clemson University South Carolina, USA 1996 - 1998 Structural Engineer Kajima Design Asia 1995 - 1996 Field Engineer BKK (1985) Public Company Legal record in the past 10 years - None -

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Mr. Alongkorn Prathanrasnikorn

Senior Vice President, Legal and Asset Management Department Age 45 Years Relationship With Management - None Highest Education Master of Law, McGeorge School of Law University of the Pacific, USA Thai Institute of Director Association (IOD) Directors Certification Program (DCP 114/2009) Financial Statements for Directors (FSD 4/2009) UV Shareholding 0% (-0- shares) Experience Present Director / Managing Director Univentures Asset Management Company Limited Director Lertrattakarn Company Limited 1998 – 2007 Senior Fund Manager, Property Fund Management Department One Asset Management Limited Legal record in the past 10 years - None -

Board of Directors and Executives Mr. Khumpol Poonsonee

Mr. Wichai Mahutdejkul

Senior Vice President, Business Development Department Age 39 Years Relationship With Management - None Highest Education Master of Business Administration University of Newcastle upon Tyne, U.K. Thai Institute of Director Association (IOD) Directors Accreditation Program (DAP87/2011) UV Shareholding 0.18% (1,403,000 shares) Experience Present Director / Managing Director Univentures Consulting Company Limited Investment Committee Kinnaree Property Fund Director Cathay Asset Management Company Limited 2003 – 2007 Director / Deputy Managing Director Univentures Consulting Company Limited Legal record in the past 10 years - None -

Senior Vice President, IT Development Department Age 45 Years Relationship With Management - None Highest Education Master of Statistics, Chulalongkorn University Thai Institute of Director Association (IOD) - None UV Shareholding 0% (-0- shares) Experience 2010 Vice President, IT Department Kasikorn Bank Public Company Limited 1994 – 2009 Senior Vice President , IT Department One Asset Management Ltd. 1992 – 1994 Programmer Union Asia Finance Public Company Limited 1990 – 1991 System Analyst Bangkok Bank Public Company Limited Legal record in the past 10 years - None -

Miss. Pradthana Udomsin

Mr. Rachod Nantakwang

Vice President, Accounting Department Age 49 Years Relationship With Management - None Highest Education Bachelor of Business Administration, Ramkhamhaeng University Thai Institute of Director Association (IOD) - None UV Shareholding 0.06% (436,500 shares) Experience 2006 - 2007 Assistant Managing Director Accounting & Finance Division Univentures Public Company Limited 2004 - 2007 Director Thai – Lysaght Company Limited 1985 - 2005 Accounting & Finance Manager Univentures Public Company Limited Legal record in the past 10 years - None -

Vice President, Finance & Budgeting Department Age 41 Years Relationship With Management - None Highest Education MBA in Finance University of Oklahoma, USA Thai Institute of Director Association (IOD) - None UV Shareholding 0% (-0- shares) Experience 2006 – 2008 Corporate Finance and Investor relation Manager Workpoint Entertainment Public Company Limited 2002 – 2006 Assistant Finance Manager Thai Samsung Electronic Company Limited Senior Office Corporate Planning Department 2000 – 2002 True Corporation Public Company Limited 1997 – 2000 Financial Analyst General Motors Thailand Company Limited Legal record in the past 10 years - None -

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Board of Directors and Executives Mr. Neramit Srangiam

Managing Director, Grand Unity Development Company Limited Age 43 Year Relationship With Management - None Highest Education Bachelor Degree, Bachelor of Engineering (Civil Engineering) Chiang Mai University Thai Institute of Director Association (IOD) Director Accreditation Program (DAP 87/2010) UV Shareholding 0% (-0- shares) Experience 2004– Present Director / Managing Director Thai Web Business Company Limited Executive Director The Brain Stem Company Limited Executive Director The Frontal Lobe Company Limited Legal record in the past 10 years - None -

Mr. Noppadol Theerasilp

Managing Director, Forward System Limited Age 53 Years Relationship With Management - None Highest Education Master of Business Administration, International Business Pacific State University, California, USA Thai Institute of Director Association (IOD) - None UV Shareholding 0.00% (5,600 shares) Experience 2003 – 2004 General Manager Modern Dynamic Golf Company Limited 2001 – 2003 Project Manager Siam Polo Park Company Limited Legal record in the past 10 years - None -

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Mr. Korntawat Kingngoen

Managing Director, Thai - Lysaght Company Limited Age 45 Years Relationship With Management - None Highest Education

Bachelor Degree, Finance Thai Chamber of Commerce University

Thai Institute of Director Association (IOD) Directors Certification Program (DCP 71/2006) UV Shareholding 0.00% (3,000 shares) Experience - None Legal record in the past 10 years - None -

Corporate Governance Policy Univentures Public Company Limited is well aware of the importance for providing the good corporate governance and strongly intend to build the level of the good corporate governance continuously, the company also believes that good corporate governance will benefit the company’s operations, increase company value and generate long term benefits (fiduciary duty) to shareholders and investors, 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 which the company has strictly complied as the listed company. The policy is regularly revised and also communicated for clear knowledge and understanding to the directors, executives and staff of the Company so that they may practice it continuously, the company hopes to upgrade the level of its good governance to be in the same class as other leading companies, with an aim to achieve the utmost targets, which include achievement in business operations and continuous and sustainable growth of business. The Board of Directors is confident that the system and the practice of good governance is a key part in bringing about successes in the business operations. Thus, it has prescribed the policy on good governance on the following subjects: - - - - -

Arrange for a system that can give assurance that the shareholders and the stakeholders shall be treated equally and fairly. Supervise and oversee the performance of the Management so that operations be carried out according to the designated policies efficiently and effectively so as to create utmost benefits to the shareholders within the scope of the laws and business etiquette. Supervise and oversee the performance of the Management so that it be carried out transparently and can be examined, and that there be a disclosure of information sufficiently to all parties concerned. Arrange for suitable internal control and risk management systems. Prescribe code of practices in regard to business operations for compliance by the directors, executives and staff.

All in all, the company is well aware of the importance of good governance that it is an important foundation for developing the organization to prosperity. Hence, it has run its business under the rules of the good governance practices of the Office of Securities and Exchange and the Stock Exchange of Thailand, which are based on the international principle of the Organization for Economic Cooperation and Development (OECD), as follows:

Shareholders: Rights and Equalities of Shareholders

The Board of Directors is aware that the shareholders are entitled to company ownership, by controlling the company through the appointment of Board of Directors to act on their behalf, and such Board of Directors is entitled to make important decisions of the company. Therefore, the company encourages the shareholders to exercise their own rights through their basic rights, such as, the right to receive share certificates, the right to transfer shares, the right to have a share of profit of the company, the right to receive information of the company adequately and in time and in the form that is suitable to decision making. Besides, it also attaches importance to the rights of shareholders in attending meetings and casting votes at the shareholders meeting to decide important matters of the company, such as, election and removal of directors, approval of important transactions which have an effect towards the direction of business operations of the company, and approval of appointment of the auditor, as well as any other matters that affect the company, such as, allocation of dividends, prescribing and amending the Articles of Association and the Memorandum of Association, reduction or increase of capital, and approval of special items, etc. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy The Board of Directors has important policy of treating all shareholders fairly and equally, including affording convenience to the shareholders in attending the meetings, receiving information, and exercising the right to votes at the shareholders meetings. At such meetings, the chairman of the meeting ensures that all shareholders shall have equal rights in regard to examination of operations of the company, making enquiry and expressing opinions, and giving suggestions to the company. Also, at all shareholders meetings, the Board of Directors provides various processes that afford convenience for the meetings, so as to support the shareholders to exercise their rights to vote. The company always attaches a letter of proxy to the Notice to Attend Meeting for shareholders who cannot attend the meetings, so that they may appoint other persons to attend such meetings, or may appoint any independent director as their proxy to attend the meetings and to cast votes as specified by such shareholders. The shareholders of the company will be informed of the rules and regulations as well as the meeting procedures and sufficient information to consider each agenda before the meetings are convened. They will be given an opportunity to question the directors at the meetings and have the right to appoint a person to attend meetings. Besides, shareholders who are unable to attend meetings are allowed to cast votes by appointing a proxy to attend meetings and to cast vote on their behalf. 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. The company also have the criteria for minority of shareholders to propose agenda and the person for to be considered as the director in advance for the shareholders’ meeting including open for shareholders enquires to the Board of directors before the shareholders’ meeting date. 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.

Treating Shareholders Equally The Board of Directors attaches importance to the treatment of all shareholders equally, by prescribing a policy on overseeing and protecting the rights of shareholders, and also promoting and supporting the strict compliance with the said guidelines. This is aimed at giving all shareholders of the company, whether they be shareholders who are executives or non-executives, major shareholders, or minor shareholders, equal rights. All shareholders can rest assured that they will be treated with equality and fairness by the company. Besides, the company has also designated a policy of overseeing and protecting the rights of shareholders and supporting all shareholders to receive the rights as a shareholder of the company fairly and equally according to the principle of good governance and in line with the regulations and rules of the Stock Exchange of Thailand and the Office of Securities and Exchange Commission, including other related laws, whereby the Board of

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy Directors puts emphasis on the company complying strictly with the laws, regulations, and rules of the Stock Exchange of Thailand and of the Office of Securities and Exchange Commission. The Board of Directors has prescribed that all directors and executives must disclose information in regard to the interests of their own and of their related persons, so that the Board may then be able to consider the transactions of the company that may have conflict of interests and may make decisions for the benefits of the company as a whole. The company has set it as a rule that the directors and executives who have interests with any transactions made with the company are barred from making a decision in such transactions. Further, the Board of Directors provides measures to prevent a director or an executive from using inside information to seek his/her own benefits or to seek benefits for others by illegitimate means, which is the taking of advantage of other shareholders, such as, insider trading, or disclosing inside information to persons who are related to the directors and executives, which could cause damages to the shareholders, etc. In the part of supervision of inside information usage, the company has instructed the executives to report any changes of their holding of shares of the company to the Office of Securities and Exchange Commission under Section 59 of the Securities and Exchange Act B.E. 2535 (1992), and prohibits any director and executive to use inside information which contain important essence of the company which has not yet been disclosed to the general public to seek personal benefits, including the trading of securities of the company, whereby the directors and executives must stop trading the securities of the company within the period of 1 month prior to the disclosure of financial statement to the general public. Such a policy has been made in writing. Also, the directors and executives of the company are prohibited from trading the securities of the company during the period they have received important information and which would have an effect to the prices of the securities of the company at least 30 days before the disclosure of such information to the general public and 48 hours after the disclosure of such information to the general public.

Shareholders’ Meeting In 2010 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 2010 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 web site of the Stock Exchange of Thailand as well as its own web site. The Company had published the information on the notice to attend shareholders’ meeting containing details in full in its website 30 days before the date of the meeting and readily sent the notice to attend meeting to the shareholders, in which stated important agendas in full under the law, the regulations of the Stock Exchange of Thailand and the Articles of Association of the Company, namely details on meeting agendas which clearly mentioned whether it be a matter for acknowledgement, for approval or for consideration, as well as opinions of the Board of Directors in each agenda clearly, minutes of the past meeting, annual report and meeting documents, documents which must be used in regard to proxies, which explicitly explained the procedures in the authorization of such proxies. The notice to attend meeting had been sent to the shareholders 14 days prior to the meeting and it was also published in a Thai language daily newspaper for not less than 3 consecutive days and not less than 3 days before the day of meeting, so as to give sufficient time for the shareholders to make preparation in studying the information for consideration concerning the meeting agendas before attending the meeting 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. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy 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. After the Shareholders’ Meeting The Company reported the resolutions of its shareholders’ meeting via the news system of the Stock Exchange of Thailand on the following work day and also published same on the web site of the Company, stating the results of voting (for/against/abstention) in each agenda and sent the minutes of the shareholders’ meeting, in which recorded the list of names of directors attending the meeting, the results of voting (for/against/abstention) in the agenda required for approval of the shareholders, including the questions put forward by the shareholders in each agenda, as well as the clarification of the Company, to the Stock Exchange of Thailand and the government agencies concerned, within 14 days from the date of shareholders’ meeting, which was also published on the Company’s website. Roles of Stakeholders The Board of Directors attaches importance to the rights of all groups of stakeholders, both inside and outside, and it is aware that all stakeholders of the company must be well treated by the company according to the rights under related laws, by providing a process to promote cooperation between the company and the stakeholders in creating financial wealth and sustainability of the business. Under the good governance practices, there are several groups of stakeholders, and key stakeholders include customers, staff, trade partners or investors, creditors, and communities where the company is located, society or government sector, and other groups of stakeholders, such as, company’s competitors. The Board of Directors has prescribed a policy on treating each group of stakeholders by taking into account their rights under the laws or under agreements made with the company, and it shall not act in any way that is a violation of the rights of said stakeholders.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy The Board of Directors has an intention to develop a mechanism of participation of the stakeholders in creating the results of operations of the company so as to create sustainable stability to the business, and it is of an opinion that important information should be disclosed to the stakeholders so that they may perform their duties in such participation efficiently. The company is aware that good results of operations of the company occur as a result of its having received good supports from various groups of stakeholders. Hence, it has prescribed as a policy to promote a cooperation between the company and the stakeholders in creating joint benefits and to ensure that all stakeholders are given protection and well treated, while at the same time attaching importance to the rights of all groups of stakeholders, 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 appropriately.

Customers:

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

Competitors:

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

Business Partners: The Company takes into account equality and fairness, as well as its utmost benefits, and/or Creditors basing on fair returns to both parties, while avoiding a situation that may lead to a conflict of interest, but strictly complying with the trading condition and agreement in contract. The company is committed to treating its trading partners equally, taking into account the joint benefits, and it shall treat all creditors fairly and equally, and shall also adhere to the principle of complying with the conditions and agreements made in any contracts concluded with all creditors.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy

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 as well as the sustainable growth of the company.

In operating business to gain utmost benefits for the shareholders, the Board of Directors has a policy of attaching equal importance along with successes according to the target, format, and method used to achieve such successes. In order to achieve accomplishment under such policy, the Board of Directors has prepared a business etiquette manual, so as to let the directors, executives, and staff know of the standards of practices expected from the company, whether it be a treatment to the shareholders, customers, trading partners, competitors, and society as a whole, and, above all, to its staff. The Board of Directors will quickly provide a mechanism and a process that could supervise the strict and continuous compliance in this respect. The company shall also comply with the laws and regulations concerned so that the rights of these stakeholders be best taken care of.

Responsibilities of the Board of Directors The Board of Directors is responsible to the shareholders concerning the business operations of the company and the supervision of the management so that it be in line with the targets and guidelines in order to create utmost benefits to the shareholders but at the same time taking into account the benefits of all stakeholders. The Board of Directors comprises directors who have leadership, vision, and independency in making decisions for the utmost benefits of the company and of the shareholders as a whole. The Board of Directors has divided the roles and duties and responsibilities among the directors and the Management clearly, and has arranged a working system which can give confidence that the various activities of the company be carried out in accordance with the laws and business etiquette. All directors fully understand of the duties and responsibilities and the nature of business operations of the company, and they are ready to express their own opinions freely and shall improve and keep themselves up-to-date at all times. They are also aware that they must perform their duties with integrity, carefulness, and due diligence, taking into account the utmost benefits of the company and the fairness to all shareholders, by ensuring that all shareholders must receive accurate and adequate information. The Board of Directors comprises directors who have various qualifications in respect of skills, experiences, and abilities, which are beneficial to the company. They are also prepared to devote their time and efforts in performing the duties under their responsibilities fully. In order that the carrying out of duties of the Board of Directors be efficient and effective, the Board therefore arranges for the setting up of sub-committees to help study and screen the works according to necessity, particularly in the case where it requires neutrality in making decisions and in prescribing policies, roles, duties and responsibilities in carrying out the works, such as, holding of meetings and filing of reports to the Board of Directors.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy Leadership and Vision The Board of Directors approves the vision, mission, strategy, target, business plan, and budget of the company, by holding the meetings of Board of Directors at least once in each quarter to monitor the results of operations of the company and to learn of any important issues of the Management. The Board of Directors also provides mechanisms in supervising, monitoring, and assessing the results of performance of the executives to see if it meets the targets of both in the long term and short term periods. The Board of Directors comprises directors who have extensive knowledge, ability, and experience which are beneficial to the business operations of the company. Any person who is nominated to be a director must have passed a transparent selection process by the Board of Directors. After having been approved by the Board of Directors, the issue will be put forward as an agenda to the general shareholders meeting for consideration and approval. The company will disclose the history, qualifications, experiences, and the holding of shares of the company of all directors in the Annual Report. As the company has laid down the strategies and UV road map since 2009 up to 2011 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 2011, it will be a period of investments in construction projects, personnel 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 expand our 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 road map 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: Name - Surname

Courses

Miss Potjanee Thanavaranit

Audit Committee Program (ACP32/2553) The Role of Compensation Committee Program (RCC4) The Role of Chairman Program (RCP13) Directors Certification Program (DCP17)

Mr. Suwit Chindasanguan

The Role of the Chairman Program (RCP18) The Role of Compensation Committee Program (RCC1) Improving the Quality of Financial Reporting (QFR2) Audit Committee Program (ACP4) Directors Certification Program (DCP44) Directors Accreditation Program (DAP14) Directors Accreditation Program (DAP32) บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy Name - Surname

Courses

Mr. Nararat Limnararat

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

Mr. Thapana Sirivadhanabhakdi

Directors Accreditation Program (DAP10)

Mr. Panot Sirivadhanabhakdi

Directors Certification Program (DCP46) Finance for Non-Finance Director (FND10)

Mr. Sithichai Chaikriengkrai

Directors Certification Program (DCP26) DCP Refresher Course 2

Mrs. Ornruedi Na-Ranong

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

Mr. Thanapol Sirithanachai

Directors Certification Program (DCP39) Directors Accreditation Program (DAP10)

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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy 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. The Board of Directors and the executives of the company have exercised great care in respect of potential conflict of interest, by ensuring that the executives or the persons concerned must not use the inside information of the company to gain personal benefits. Besides, the connected transactions of the company as conducted with a person who may have a conflict of interest or an interest in the future, shall be subjected to approval of the necessity and suitability of such transactions by the Audit Committee. In the case the Audit Committee has no expertise in considering such connected transactions, the Board of Directors will then hire an independent expert or the auditor of the company to provide opinions on such transactions for use in making a decision by the Board of Directors or by the shareholders in each individual case. And in order to prevent a conflict of interest which may arise, the Board of Directors has designated a policy and guidelines for compliance in preventing the directors and staff of the company from seeking personal benefits, by setting it as a rule that the directors and staff are prohibited from conducting any transaction which is connected to themselves and which may pose a conflict of interest with the company. Further, in order to prevent any conflict of interest, the company has designated a policy on overseeing transactions which may cause conflict of interest clearly. In the case any director has interests in any agenda, such director shall be barred from casting votes or from taking part in the consideration of such an agenda. The company has also prescribed a policy and a procedure which prevent the executives and persons concerned from using the inside information of the company for personal gains.

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 2010, 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. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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. Moreover, the company has prescribed that the Chairman and the President of the company are two different persons, so as to separate the duties of supervising the business from the duties of managing the company’s business completely. The management of business must be subjected to approval of the Board of Directors, which comprises representatives from various groups of major shareholders, including Audit Committee members, to help make a review and to counter the balance of power. The Board of Directors and the Management have clear separate duties. The Board of Directors considers and approves a policy in the overall picture, such as, vision, mission, strategy, and policy on business supervision and governance, while the Management has the duty of managing the company according to the policies laid down by the company.

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 2010 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 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

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy 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 2010 the Board of Directors held 4 ordinary meetings and 3 extraordinary meetings.

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.

Sub-committees The Board of Directors has appointed directors who have suitable knowledge and expertise as subcommittees 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 arranged for an internal control system that covers all aspects of works so that the carrying out of business of the company be in accordance with the targets, regulations, and rules concerned, and has also provided an inspection and counter-balance mechanism which is effective and adequate enough to prevent, maintain, and oversee the capital of the shareholders and the assets of the company. There have been prescribed the level of approvals and the responsibilities of the executives and staff, as well as the working procedures in writing. There are also internal auditing unit whose duty is to inspect the performance of all departments so that it be executed correctly, discreetly, and in line with the regulations laid down. Also, the Audit Committee supervises the work operations and the management of the company so that the company may have efficient internal control system and reliable financial reporting system. The internal auditing unit shall report the results of its inspection directly to the Audit Committee, who shall then make an inspection of its own and a review on the internal control system of the company. The company encourages and supports the internal audit unit to carry out its inspection fully and freely, whereby it shall report direct to the Audit Committee. This is to ensure that the works of the company be carried out strictly and efficiently and in line with the guidelines laid down. At each meeting of the Audit Committee, the Director of Internal Audit Unit shall report the results of key auditing to the Audit Committee for information. Besides, at each meeting of the Audit Committee, there shall be presented reports of opinions and recommendations of the Audit Committee to the Management to improve the works in specific fields. The Board of Directors has adopted the good governance practices of the company as the guidelines on business operations by the executives and the staff of the company. The Board of Directors shall review and improve the good governance practices every year, so that it be in line with a change which may occur from the business operations, environments, circumstances, including the changed regulations and rules.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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 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, 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.

Information disclosure and transparency The Board of Directors has prescribed that the company shall disclose important information concerning the company, whether it be financial information and non-financial information accurately, adequately, in time, transparently and reliably to all shareholders equally and fairly. The Board of Directors is confident that the information shown in the financial reports are accurate and are in conformity with the generally accepted accounting standards and have been audited by an independent auditor. The Board of Directors is fully aware that the accuracy and the quality of reports of financial matters are important to the shareholders and other parties. The company also gives importance to the disclosure of data and information to all investors and concerned persons, both financial data and non-financial data, accurately, completely, adequately and transparently, which are concerned with the business and the results of operation of business, as well as report of annual information, annual report, report of financial information, important information according to the criteria of the Stock Exchange of Thailand, and information which affect the price of securities of the company. The investors or concerned persons may learn of such information through the medias of the Stock Exchange of Thailand or may make an appointment to meet the executives of the company for an enquiry of the business operation information. Further, the Board of Directors has arranged for a transparent process of fixing remunerations and always asks for approval of such from the shareholders.

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 relation.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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy For investors, broker analysts and related units, if any enquiries please contact the investor relations via investor_relations@univentures.co.th or contact directly to the following:

Khun. Khumpol Poonsonee

Univentures Public Company Limited 888/210-212 Mahatun Plaza Building, 2nd Floor Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 TEL : 66 (0) 2643 7109 FAX : 66 (0) 2255 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 2010, all directors and managements will report their securities holding and disclose their interest and related persons to the Board of Directors of the Company, so as to ensure that the directors or the executives may manage and operate the business honestly and transparently, and that they may play a part in creating confidence among the shareholders and the general investors alike. In relation to the use of inside information, the Company regards that it shall be the responsibility of the directors, executives and staff, who must strictly maintain the confidential information of the Company, particularly the inside information which is not yet disclosed to the public or the information that may affect the business operations or the share prices. In this respect, it has been specified that no directors, executives, or staff of the Company shall utilize the opportunity or the information obtained in their capacity to seek personal gains; that no inside information shall be used for their personal benefits in the trading of the Company’s shares; that no inside information shall be given to any third party for the purpose of shares trading of the Company and in regard to businesses which is competitive to that of the Company or related business of the Company; and that no business secrets of the Company shall be disclosed to any third party, especially the competitors of the Company, even though they are no longer a director, executive officer or staff of the Company. As such, in order to prevent the directors, executives and staff who have access to the information of the Company from utilizing such information they have come across for seeking benefits, which is a violation of their duties and responsibilities to the Company and the shareholders, it is prescribed that such information may only be made known to the directors and top executives concerned, and it is prohibited for the directors and executives to trade in the securities of the Company 1 month before the financial statements are published 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).

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy Meeting Attendance of Each Director of 2010 Attendance of Meetings (Times) Audit Compensation and Committee Nominating Committee

List of Directors

Board of Directors

Management

Miss Potjanee Thanavaranit

7/7

5/5

2/2

Mr. Suwit Chindasanguan

7/7

5/5

2/2

Mr. Nararat Limnararat

7/7

5/5

2/2

Mr. Thapana Sirivadhanabhakdi

6/7

2/2

8 / 11

Mr. Panot Sirivadhanabhakdi

6/7

10 / 11

Mr. Sithichai Chaikriengkrai

7/7

10 / 11

Mrs. Ornruedi Na-Ranong

7/7

11 / 11

Mr. Thanapol Sirithanachai

7/7

11 / 11

Securities Holding of Directors List of Directors

No. of UV Held**

No. of UV – W1 Held**

Miss Potjanee Thanavaranit

Mr. Suwit Chindasanguan

500,000 shares

Mr. Nararat Limnararat

Mr. Thapana Sirivadhanabhakdi

215,648,563 shares *

Mr. Panot Sirivadhanabhakdi

215,648,563 shares *

Mr. Sithichai Chaikriengkrai

Mrs. Ornruedi Na-Ranong

Mr. Thanapol Sirithanachai

6,841,000 shares -

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 of 31 December 2010

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Corporate Governance Policy Remunerations of Company’s Directors of 2010 5. List of Directors

Board of Directors

Remunerations (Baht) Audit Compensation Executive Committee and Nomination Committee Committee 360,000 44,000 -

Total

Miss Potjanee Thanavaranit

346,000

Mr. Suwit Chindasanguan

222,000

480,000

36,000

738,000

Mr. Nararat Limnararat

222,000

360,000

36,000

618,000

Mr. Thapana Sirivadhanabhakdi

204,000

36,000

300,000

540,000

Mr. Panot Sirivachanabhakdi

204,000

240,000

444,000

Mr. Sithichai Chaikriengkrai

222,000

240,000

462,000

Mrs. Ornruedi Na-Ranong

222,000

Mr. Thanapol Sirithanachai

222,000

Total

1,864,000

1,200,000

780,000

3,996,000

152,000

750,000

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

Auditor’s Fee In the past fiscal year the Company and its subsidiary companies paid the auditor’s fee to the the KPMG Phoomchai Audit Ltd., with whom the auditor works, in the total amount of Baht 2,742,000, consisting of auditor’s fee of the Company at Baht 810,000 and for the subsidiary companies at Baht 1,932,000.

Non-Audit Fee In the past fiscal year, the Company and its subsidiary companies did not make payment of any nonaudit 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Connected Transactions 1. Connected Transactions The Company has a connected transaction with persons who may have a conflict of interest occurring in years 2009 and 2010 as follows:

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

Year

Affiliates

Excellent Energy International Co., Ltd. 2010 Sahasinwattana Cogeneration Co., Ltd.

Relation to the Interest Company Rate Joint Directors

Unit: Thousand Baht

Carried Forward

5,000

740

Additional Repayment between Outstanding amount Loan Installment 6,000 11,000 -

(2) The Company has earned interest from affiliates Affiliates Excellent Energy International Co., Ltd. Prinventure Co., Ltd. Sahasinwattana Cogeneration Co., Ltd.

Excellent Energy International Co., Ltd. Sahasinwattana Cogeneration Co., Ltd.

740

Unit: Thousand Baht

Relation to the Company

Interest receivable in 2010

Interest receivable in 2009

Joint Directors

463 1,336 49

450 5,611 59

(3) Interest receivable owed to the Company by affiliates Affiliates

Unit: Thousand Baht

Relation to the Company

Interest receivable in 2010

Interest receivable in 2009

Joint Directors

277 128

2. 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 related transactions in remarks to the financial statements ended December 31, 2010.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Connected Transactions 3.

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, 2010.

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 transacted with the third party. 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 such stakeholders so that a problem to the quorum issue and voting right do not exist.)

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. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Report of the Board of Directors’ Responsibility in Financial Statements The Board of Directors is responsible for reporting the financial matters of Univentures Public Company Limited and its subsidiary companies, including financial information appearing in the Annual Report and in Financial Statements. The said Financial Statements were prepared according to the generally accepted accounting standards under the Accounting Act B.E. 2543 (2000) and according to the requirements of the Securities and Exchange Commission B.E. 2535 (1992), by choosing the most suitable accounting policy which has been regularly practiced, including the disclosure of sufficient information in the Notes to Financial Statements for the benefits of the shareholders and general investors. Further, the said Financial Statements have been audited and opinionated unconditionally by an independent certified auditor. The Board of Directors adopts the good governance principle by having arranged and maintained a suitable and effective internal control system, so as to ensure that the recordings of accounting data of the company and of its subsidiary companies are accurate, complete, sufficient, and in time, including a prevention of corruption opportunities or significant irregularities. Besides, 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 appointed an Audit Committee, comprising independent committee members, whose responsibilities are to supervise and assess the internal control system and internal auditing so that it be efficient and reliable. 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 and the internal auditing of the company and of its subsidiary companies are satisfactory and can create confidence reasonably that the financial statements of Univentures Public Company Limited and of its subsidiary companies for the year ending 31st December 2010 have shown the financial position and the results of operations accurately and reasonably in the material parts.

Miss Potjanee Thanavaranit Chairman

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Report of Independent Auditor To the Shareholders of Univentures Public Company Limited I have audited the accompanying consolidated and separate balance sheets as at 31 December 2010 and 2009, 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 2010 and 2009 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 24 February 2011

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Balance Sheets Univentures Public Company Limited and its Subsidiaries As at 31 December 2010 and 2009

Note Assets Current assets Cash and cash equivalents Trade accounts receivable Other receivable and short-term loans to related parties Inventories Properties under development Advances for construction-properties under development Land deposits-properties under development Other current assets Total current assets Non-current assets Investments in subsidiaries Investments in associates Advances for construction-properties under development for lease Properties under development for lease Land deposit Prepaid expenses Property, plant and equipment Intangible asset Goodwill Other non-current assets Total non-current assets Total assets

(Unit : Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009

5 6

180,357,687 195,710,868

480,245,630 189,655,461

89,196,211 -

282,240,008 -

4 7, 30 8

12,423,394 281,823,550 1,448,161,901

442,489,497 100,477,851 815,849,019

498,857,048 -

765,202,399 -

32 4, 9

108,208,916 121,407,000 93,468,555 2,441,561,871

62,800,000 64,130,901 2,155,648,359

37,943,629 625,996,888

1,714,546 1,049,156,953

10 11

2,894,207

71,423,450

1,131,284,753 -

634,925,948 51,591,543

206,244,929 2,079,530,885 12,500,000 17,781,892 264,367,055 14,277,536 1,340,178 72,645,940 2,671,582,622 5,113,144,493

320,802,600 970,441,407 221,378,479 12,582,419 1,340,178 10,032,713 1,608,001,246 3,763,649,605

125,195,250 12,912,643 6,863,034 1,276,255,680 1,902,252,568

128,130,094 11,052,757 3,376,537 829,076,879 1,878,233,832

4, 12 32 13 14 14

The accompanying notes are an integral part of these financial statementes

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Balance Sheets (Continued) Univentures Public Company Limited and its Subsidiaries As at 31 December 2010 and 2009

Note Liabilities and equity Current liabilities Short-term loan from financial institution Trade accounts payable Current portion of long-term loans from financial institutions Other payable and short-term loans from related parties Short-term loan from other party Income tax payable Advance received from customers Retention payable-properties under development Other current liabilities Total current liabilities Non-current liabilities Retention payable-properties under development for lease Rental received in advance from related party Total non-current liabilities Total liabilities

(Unit : Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009

42,807,524 595,148,658

217,565,569

704,500,000

218,024,100

4, 15 15

2,763,305 4,813,449 181,296,288

3,930,721 8,850,000 3,072,359 69,887,457

473,927 -

683,878 316,974 -

33,979,774 26,345,590 1,591,654,588

31,983,860 22,111,513 575,425,579

4,777,176 5,251,103

3,114,528 4,115,380

42,576,943 1,250,000,000 1,292,576,943 2,884,231,531

1,050,000,000 1,050,000,000 1,625,425,579

5,251,103

4,115,380

The accompanying notes are an integral part of these financial statementes

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Balance Sheets (Continued) Univentures Public Company Limited and its Subsidiaries As at 31 December 2010 and 2009 Note Equity Share capital Authorised share capital Issued and paid-up share capital Share premium Unrealised surpluses Revaluation difference on land Retained earnings Appropriated Legal reserve Unappropriated Total equity attributable to equity holders of the Company Minority interests Total equity Total liabilities and equity

(Unit : Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009

18 18 13

764,770,615 764,770,615 474,572,457

944,528,490 764,766,980 474,567,342

764,770,615 764,770,615 474,572,457

944,528,490 764,766,980 474,567,342

147,567,416

110,261,000

56,482,000 503,376,991

54,647,075 456,135,217

54,000,000 493,397,393

52,165,075 472,358,055

1,946,769,479 282,143,483 2,228,912,962 5,113,144,493

1,897,684,030 240,539,996 2,138,224,026 3,763,649,605

1,897,001,465 1,897,001,465 1,902,252,568

1,874,118,452 1,874,118,452 1,878,233,832

The accompanying notes are an integral part of these financial statementes

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Statements of Income Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009 Note Revenues 4, 20 Revenue from sale of goods and rendering of services Revenue from sale of units in condominium project Interest income Dividend income Other income Total revenues

(Unit : Baht) Consolidated financial statements Separate financial statements 2010 2009 2010 2009 1,130,356,770 1,139,366,415 4,657,611 13,381,876 2,287,762,672

853,926,385 463,093,245 14,451,542 5,807,700 23,736,460 1,361,015,332

80,591,070 29,604,158 36,599,357 4,827,241 151,621,826

184,656,107 35,559,618 74,026,281 6,156,873 300,398,879

1,011,769,850 848,191,796 78,623,761 188,903,964 20,052,691 2,147,542,062

776,777,808 362,363,909 44,351,976 128,619,704 16,376,121 1,328,489,518

100,281,209 20,052,691 120,333,900

133,266,760 73,316,614 16,376,121 222,959,495

(14,987,658)

(2,657,123)

Profit before finance costs and income tax expense Finance costs 4, 25 Profit before income tax expense Income tax expense 26 Profit for the year

125,232,952 (2,670,452) 122,562,500 (10,540,854) 112,021,646

29,868,691 (1,119,811) 28,748,880 (11,823,594) 16,925,286

31,287,926 31,287,926 (769,957) 30,517,969

77,439,384 (27,705) 77,411,679 (1,716,841) 75,694,838

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

56,720,405 55,301,241 112,021,646

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

30,517,969 30,517,969

75,694,838 75,694,838

0.07

0.01 0.01

0.04

0.10 0.10

Expenses Cost of goods sold and rendering of services Cost of sale of units in condominium project Selling expenses Administrative expenses Management benefit expenses Total expenses Share of loss of associates (net of income tax)

Earnings per share Basic Diluted

21 22 23

28 -

The accompanying notes are an integral part of these financial statementes บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน) -

29 18 10 10

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

on land

764,766,980 474,567,342 147,567,416

Net change in fair value transferred to profit

Net income recognised directly in equity

Balance at 31 December 2009

premium

764,766,980 474,567,342 147,567,416

Note share capital

difference

paid-up

Revaluation reserve

Legal

56,698,662

2,037,256

54,661,406

54,647,075

3,784,742

(56,698,662) 50,862,333

investments

changes on

Fair value

456,135,217

(3,784,742)

(38,238,349)

8,247,446

489,910,862

Unappropriated

Retained earnings

Consolidated financial statements surpluses (deficits)

Unrealised Issued and

Net change in fair value recognised in equity

Available for sale investments

Unrealised surpluses

Balance at 1 January 2009

For the years ended 31 December 2010 and 2009

Univentures Public Company Limited and its Subsidiaries

interests

Minority

equity

Total

(513,799)

88,000,000

8,677,840

(513,799)

88,000,000

(38,238,349)

73,623,948

16,925,286

56,698,662

2,037,256

54,661,406

1,897,684,030 240,539,996 2,138,224,026

(38,238,349)

64,946,108

8,247,446

56,698,662

2,037,256

54,661,406

1,870,976,271 144,375,955 2,015,352,226

the Company

equity holders of

attributable to

Total equity

(Unit : Baht)

Statements of Changes in Equity

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Balance at 1 January 2010 Profit for the year Total recognised income Dividends Transfer to legal reserve Increase in ordinary shares as a result of warrants exercise Balance at 31 December 2010 17

29 18

474,567,342 -

Share premium

3,635 5,115 764,770,615 474,572,457

764,766,980 -

Issued and paid-up Note share capital

Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009

Legal reserve

147,567,416 56,482,000

147,567,416 54,647,075 1,834,925

Revaluation difference on land

503,376,991

456,135,217 56,720,405 56,720,405 (7,643,706) (1,834,925)

Minority interests

Total equity

8,750 8,750 1,946,769,479 282,143,483 2,228,912,962

1,897,684,030 240,539,996 2,138,224,026 56,720,405 55,301,241 112,021,646 56,720,405 55,301,241 112,021,646 (7,643,706) (13,697,754) (21,341,460) -

Total equity attributable to equity holders of Unappropriated the Company

Consolidated financial statements Unrealised surpluses Retained earnings

(Unit : Baht)

Statements of Changes in Equity (Continued)

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Balance at 1 January 2010 Profis for the year Total recognised income Dividends Transfer to legal reserve Increase in ordinary shares as a result of warrants exercise Balance at 31 December 2010

Balance at 1 January 2009 Profis for the year Total recognised income Dividends Transfer to legal reserve Balance at 31 December 2009

Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009

29 18 17

29 18

Note

764,766,980 3,635 764,770,615

764,766,980 764,766,980

Issued and paid-up share capital

474,567,342 5,115 474,572,457

474,567,342 474,567,342

Share premium

110,261,000 110,261,000

52,165,075 1,834,925 54,000,000

48,380,333 3,784,742 52,165,075

472,358,055 30,517,969 30,517,969 (7,643,706) (1,834,925) 493,397,393

438,686,308 75,694,838 75,694,838 (38,238,349) (3,784,742) 472,358,055

1,874,118,452 30,517,969 30,517,969 (7,643,706) 8,750 1,897,001,465

1,836,661,963 75,694,838 75,694,838 (38,238,349) 1,874,118,452

Separate financial statements Unrealised Total equity surpluses Retained earnings attributable to Revaluation Legal equity holders difference on land reserve Unappropriated of the Company

(Unit : Baht)

Statements of Changes in Equity (Continued)

Statements of Cash Flows Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009 Consolidated financial statements 2010 2009 Cash flows from operating activities Profit for the year Adjustments for Depreciation and amortisation Interest income Dividend income Finance costs (Reversal of) loss on obsolescence of inventories Reversal of allowance for doubtful debts Loss on impairment in value of investment in subsidiaries and associates Loss (gain) on sale of investment in associates Gain on sale of equity securities Unrealised loss on exchange Loss (gain) on disposal of property, plant and equipment Share of loss of associates (net of income tax) Income tax expense Changes in operating assets and liabilities Trade accounts receivable Other receivable-related parties Inventories Properties under development Advances for construction-properties under development Land deposits-properties under development Other current assets Other non-current assets

(Unit : Baht) Separate financial statements 2010 2009

112,021,646

16,925,286

30,517,969

75,694,838

17,008,140 (4,657,611) 2,670,452 179,791 (20,000)

13,661,842 (14,451,542) (5,807,700) 1,119,811 (841,731) (42,000)

6,421,916 (29,604,158) (36,599,357) (20,000)

5,114,865 (35,559,618) (74,026,281) 27,705 (30,000)

14,341,586 1,010,154 86,847

(9,021,000) (2,418,468) 3,207,718 (3,660,172)

8,732,848 9,800,000 1,300,763 1

4,064,147 3,050,011 (3,333,119)

14,987,658 10,540,854 168,169,517

2,657,123 11,823,594 13,152,761

769,957 (8,680,061)

1,716,841 (23,280,611)

(5,744,798) 404,552,454 (181,525,490) (643,634,223)

(61,928,959) (4,704,828) 52,298,034 (562,885,959)

14,122,844 -

118,016,223 (19,454,756) 133,266,560 -

(108,208,916) (58,607,000) 5,731,967 (51,291,886)

(58,359,022) (168,663)

(1,315,016) (3,466,497)

5,131,153 344,705

The accompanying notes are an integral part of these financial statementes

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Statements of Cash Flows (Continued) Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009 Consolidated financial statements 2010 2009 Trade accounts payable Other payable-related parties Advances received from customers Retention payable-properties under development Other current liabilities Income taxes paid Net cash provided by (used in) operating activities Cash flows from investing activities Interest received Dividends received Land deposit 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 Properties under development for lease Retention payable-properties under development for lease Net cash outflow on leasehold Cash receipts from sale of equity securities Cash receipts from capital reduction of subsidiary Cash receipts from capital reduction of associate Net cash outflow on capital increasing of subsidiaries Net cash used in investing activities

377,583,089 (1,167,416) 111,408,831

191,403,259 1,504,476 49,960,657

(209,951)

(8,367,078) (2,915,599) -

1,995,914 4,234,074 (8,799,764) 14,696,353

20,698,144 (14,151,864) (373,181,964)

1,662,648 (1,086,931) 1,027,036

(5,621,023) (6,445,439) 190,674,135

4,531,596 (12,500,000) (55,640,343) 636,420 (4,533,750) (6,000,000) 31,850,000

22,862,275 5,807,700 (19,362,215) 15,640,158 (233,767) 117,315,800

29,542,555 36,599,357 (952,259) (4,394,700) (921,200,000) 1,173,850,000

24,852,093 74,026,281 (3,518,014) 15,304,142 (129,540) (1,231,200,000) 783,815,000

114,557,671 (1,109,089,478)

(225,181,940) (624,184,306)

42,576,943 (20,022,897) 3,920,043 (1,009,713,795)

92,423,396 (513,799) (615,426,698)

The accompanying notes are an integral part of these financial statementes

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

(Unit : Baht) Separate financial statements 2010 2009

3,920,043 (502,500,110) (185,135,114)

7,500,000 (133,174,000) (462,524,038)

Statements of Cash Flows (Continued) Univentures Public Company Limited and its Subsidiaries For the years ended 31 December 2010 and 2009

Note Cash flows from financing activities Interest paid Dividends paid to equity holders of the Company and a subsidiary Cash receipts from Short-term loan from financial institution Repayment of short-term loans from other payable 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 Cash receipt from issue of shares Cash received from shares subsicription from minority interest of subsidiaries 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

Consolidated financial statements 2010 2009

(Unit : Baht) Separate financial statements 2010 2009

(2,670,452)

(1,550,794)

(27,705)

(21,341,460) 42,807,524 (8,850,000) 864,500,000 (378,024,100) 200,000,000 8,750

(38,238,349) 980,000 (57,114) 431,053,500 (303,029,400) 400,000,000 -

(7,643,706) 8,750

(38,238,349) (57,114) -

696,430,262

88,000,000 577,157,843

(7,634,956)

(38,323,168)

(298,587,180) 480,245,630

(411,450,819) 894,920,634

(191,743,034) 282,240,008

(310,173,071) 595,463,090

(1,300,763) 180,357,687

(3,224,185) 480,245,630

(1,300,763) 89,196,211

(3,050,011) 282,240,008

The accompanying notes are an integral part of these financial statementes

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 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

General information Basis of preparation of the financial statements Significant accounting policies Related party transactions and balances Cash and cash equivalents Trade accounts receivable Inventories Properties under development 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 Selling expenses Administrative expenses Employee benefit expenses Expenses by nature Finance costs Income tax expense Promotional privileges Earnings per share Dividend Changes in accounting policy Financial instruments Commitments with non-related parties Contingent liabilities Event after the reporting report Thai Financial Reporting Standard (TFRS) not yet adopted

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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 24 February 2011.

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 2010 and 2009 were as follows:

Name of the entity 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.

Type of business Manufacture and sale of zinc oxide and chemicals Sales of time recorders and parking control equipment Finance and investment consulting Investment and management consulting, investment in property for lease Property fund (under liquidation)

Investments in energy services business Lertrattrakarn Co., Ltd. Property development business for lease Grand Unity Development Co., Ltd. Property development

Country of incorporation

Ownership interest (%) 2010 2009

Thai

100.00

Thai

99.99

Thai

100.00

Thai

100.00

Thai

98.88

Thai

79.00

Thai

100.00

Thai

60.00

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements Name of the entity Indirect subsidiaries Grand U Living Co., Ltd. (Held through Grand Unity Development Co., Ltd. which held 99.98% directly)

Type of business

Country of incorporation

Property development Business (condominium)

Thai

Ownership interest (%) 2010 2009 59.99

59.99

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 presented in Thai Baht, unless otherwise stated. They are prepared on the historical cost basis except as stated in the accounting policies. The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand. During 2010, the FAP announced the re-numbering of the following TFRS. Former no.

Revised no.

TAS 11 TAS 26 TAS 27

TAS 101 TAS 102 TAS 103

TAS TAS TAS TAS

34 40 42 48

104 105 106 107

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Topic Doubtful Account and Bad Debts Income Recognition For Real Estate Business Disclosures in the Financial Statements of Banks and Similar Financial Institutions Accounting for Troubled Debt Restructuring Accounting for Investment in Debt and Equity Securities Accounting For Investment Companies Financial Instruments Disclosure and Presentation

Notes to Financial Statements The Group has adopted the revised Framework for the Preparation and Presentation of Financial Statements (revised 2009), which was issued by the FAP during 2010 and effective on 26 May 2010. The adoption of the revised framework does not have any material impact on the consolidated and separate financial statements. The FAP has issued during 2010 a number of new and revised TFRS which are not currently effective and have not been adopted in the preparation of these financial statements. These new and revised standards and interpretations are disclosed in note 35. The preparation of financial statements in conformity with 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.

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. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 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 unrealised gains, 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. (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 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).

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements (d) Cash and cash equivalents Cash and cash equivalents 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 are calculated using specific principle. Factory supplies and spare parts are calculated using the first in first out principle. 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 workin-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. (g) Properties under development Properties under development are those properties which are held with the intention of development and sale in the ordinary course of business. Properties under development comprises specifically identified costs, including 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. Properties under development 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. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 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. (i) Properties under development for lease 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. Properties under development for lease comprises specifically identified costs, including 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. (j) 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 impairment losses. 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements Any increase in value, on revaluation, is credited to equity under the heading ‘Unrealised surplusesrevaluation 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

years years years years

No depreciation is provided on freehold land or assets under construction. (k) 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(l). 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(l).

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 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

(l) 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 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. 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. 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements (m) Interest-bearing liabilities Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. (n) Trade and other accounts payable Trade and accounts payable are stated at cost. (o) 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. (p) 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. (q) 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 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. (r) 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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 when they are incurred. (s) 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: Name of entities Adelfos Co., Ltd. Thai-Lysaght Co., Ltd. Forward System Limited Univentures Consulting Co., Ltd. Univentures Asset Management Co., Ltd. Kinnaree Property Fund ESCO Ventures Co., Ltd. Lertrattrakarn Co., Ltd. Grand Unity Development Co., Ltd.

Country of incorporation

Nature of relationships

Thailand Thailand Thailand Thailand Thailand

Parent company and common directors Subsidiary, 100% shareholding, and common directors Subsidiary, 99.99% shareholding, and common directors Subsidiary, 100% shareholding, and common directors Subsidiary, 100% shareholding, and common directors

Thailand Thailand Thailand Thailand

Subsidiary, Subsidiary, Subsidiary, Subsidiary,

98.88% shareholding, and common directors 79% shareholding, and common directors 100% shareholding, and common directors 60% shareholding, and common directors บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements Name of entities

Country of incorporation

Nature of relationships

Grand U Living Co., Ltd.

Thailand

Excellent Energy International Co., Ltd. Prinventures Co., Ltd. Prinsiri Public Company Limited 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. TCCCL Rachatewi Co., Ltd.

Thailand

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

Thailand Thailand Thailand

Associate, 49% shareholding, and common directors (Note 11) Common shareholders of associate (Note 11) Associate of subsidiary, 20% held through subsidiary

Thailand

Associate of subsidiary, 20% held through subsidiary

Thailand

Shareholders of subsidiary

Thailand Thailand

Shareholders of subsidiary Common directors

Thailand

Common directors

Thailand Thailand Thailand Thailand Thailand

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

Thailand Thailand

Directors are related to directors of the Company Directors are related to directors of the Company

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 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) Sale of goods Purchase of investment Sale of investment Rental income Rendering of service Acquisition land fee income Interest income Consulting fee income Commission expenses Electronic mail service expenses Interest expense Car rental expense Other expenses

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

Significant transactions for the years ended 31 December 2010 and 2009 with related parties were as follows: (Unit : Thousand Baht) Consolidated financial statements 2010 2009 Subsidiaries Sale of goods Sale of machinery and equipment Purchase of investment Rental income Service income Acquisition land fee income Interest income Dividend income

Separate financial statements 2010 2009 4,800 80,591 1,271 27,356 36,599

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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

Notes to Financial Statements (Unit : Thousand Baht) Consolidated financial statements 2010 Associates Consulting fee income Interest income Other related parties Sale of goods Sale of investment Commission expenses Electronics mail service expenses Rental expense Interest expense Other expenses

2009

Separate financial statements 2010

2009

1,848

2,040 6,120

1,799

6,061

14,696 39,200 4,831 3,821 49 10,003

3,087 3,586 365 49 9,934

2,011 4,470

2,546 3,110

Balances as at 31 December 2010 and 2009 with related parties were as follows: (Unit : Thousand Baht)

Trade accounts receivable Other related parties L.P.N. Development Public Company Limited TCCCL Rachatewi Co., Ltd. Total Other receivables and shortterm loans to related parties Comprising: Other receivables-related parties Short-term loans to related parties Total

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Consolidated financial statements 2010 2009

Separate financial statements 2010 2009

5,962 320 6,282

683 11,740 12,423

404,899 37,590 442,489

17,957 480,900 498,857

31,652 733,550 765,202

Notes to Financial Statements (Unit : Thousand Baht) Consolidated financial statements 2010 2009

Other receivables-related parties Subsidiaries Forward System Limited Thai-Lysaght Co., Ltd. Lertrattrakarn Co., Ltd. Grand Unity Development Co., Ltd. Grand U Living Co., Ltd. ESCO Ventures Co., Ltd. Associates Excellent Energy International Co., Ltd. Sahasinwattana Cogeneration Co., Ltd. Other related parties TCC Luxury Hotels & Resorts Co., Ltd. Lumpini Property Management Co., Ltd. Lumpini Project Management Service Co., Ltd. Total

277 406 -

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

2010 2009 (% per annum) 5.00 5.00 5.00 5.00 -

683

Separate financial statements 2010 2009

169 5,164 10,433 428 1,470 16

277

400,000 210 4,621 404,899

17,957

2,690 17,341 11,585 36 31,652

Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)

5.00 5.00 5.00

10,000 3,700 157,000 299,200

MLR+2

31,850

8.00

740

9.00

11,000 11,740

5,000 37,590

11,000 480,900

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

3,700 581,000 112,000

5,000 733,550

Notes to Financial Statements Movements during the years ended 31 December 2010 and 2009 of short-term loans to related parties were as follows: (Unit : Thousand Baht) Consolidated financial statements Short-term loans to related parties Subsidiaries At 1 January Increase Decrease At 31 December

Separate financial statements

2010

2009

2010

2009

696,700 915,200 (1,142,000) 469,900

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

Associates At 1 January Increase Decrease At 31 December

37,590 6,000 (31,850) 11,740

154,905 (117,315) 37,590

36,850 6,000 (31,850) 11,000

154,165 (117,315) 36,850

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

37,590 6,000 (31,850) 11,740

154,905 733,550 921,200 (117,315) (1,173,850) 37,590 480,900

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

Accounts receivable from sale investment in associate Other related party Prinsiri Public Company Limited

35,280

Other payables and short-term loans from related parties Comprising: Other payables-related parties Short-term loans from related parties Total

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

1,783 980 2,763

2,951 980 3,931

35,280

474 474

684 684

Notes to Financial Statements (Unit : Thousand Baht) Consolidated financial statements Other payables-related parties Subsidiary Forward System Limited Other related parties Southeast Capital Co., Ltd. TCC Technology Co., Ltd. Lumpini Property Management Co., Ltd. Blue China Co., Ltd. Total

Interest rate 2010 2009 (% per annum) Short-term loans from related parties Other related persons Shareholder of subsidiary Director of subsidiary Total

5.0 5.0

2010

2009

18 591 1,174 1,783

290 583 1,892 186 2,951

Separate financial statements 2010

2009

384

290 393

474

684

Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)

830 150 980

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements Movements during the years ended 31 December 2010 and 2009 of short term loans from related parties were as follows: (Unit : Thousand Baht) Consolidated financial statements 2010 2009 Short-term loans from related parties Associate 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Separate financial statements 2010 2009

8,850 (8,850) -

980 980

980

8,850 980 (8,850) 980

1,250,000

1,050,000

980 980

980 -

Notes to Financial Statements Significant agreements with related parties Commission and management agreement

On 28 February 2008, Grand U Living 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.

3rd Installment:

The remaining 40 percent is to be paid when ownership of condominium units transferred to buyers reaches 70 percent of the total.

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

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.

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.

3rd Installment:

The remaining 40 percent is to be paid when ownership of condominium units transferred to buyers reaches 70 percent of the total.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements A subsidiary fully paid commission in 2009. In October 2008, Grand U Living 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 October 2008 to 31 December 2008. The subsidiary is committed to pay monthly management fee of Baht 180,000 and pay commission at rates of 1 percent of the revenue earned from the reservation agreement of the U Delight at Bang Sue station condominium project; with payment made in 3 installments as follows; 1st Installment:

1 percent of the value of the reservation agreements of the project which are entered until 1 November 2008.

2nd Installment:

1 percent of the value of the additional reservation agreements of the project which are entered from 1 November 2008 to 1 December 2008.

3rd Installment:

1 percent of the value of the additional reservation agreements of the project which are entered until from 1 December 2008 to 1 January 2009.

A subsidiary fully paid commission in 2009. 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. However, a subsidiary paid service fee until October 2009 due to this project was completed. 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements Management agreement In 2010, the Company entered into agreements with subsidiaries to provide management support services for the period of 12 months from 1 January 2010 to 31 December 2010 with monthly management fee of Baht 5.56 million. In 2009, the Company entered into agreements with 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 1.97 million. Car rental agreement The Company and its subsidiary entered into car rental agreements with the Southeast Capital Company Limited totaling Baht 17.74 million (2009: Baht 10.95 million) for the period of five years with monthly rental payments of Baht 0.29 million (2009: Baht 0.18 million). 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. Clean service agreement In 2010, Grand Unity Development Co., Ltd. and Grand U Living Co., Ltd. entered into a clean service agreement with Lumpini Property Management Company Limited for cleaning service for condominium projects according with the place, times, date and the number of service person by quotation for the period of 4 months from September 2010 to December 2010 for Grand Unity Development Co., Ltd. and the period of 12 months from January 2010 to December 2010 for Grand U Living Co., Ltd. In January 2009, Grand U Living Co., Ltd. entered into a clean service agreement with Lumpini Property Management Company Limited for cleaning service for condominium projects according with the place, times, date and the number of service person by quotation for the period of 12 months from January 2009 to December 2009.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements Agreement for leasing space In July 2008, Lertrattakarn Co., Ltd., a subsidiary 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 2010, the subsidiary recorded remuneration as an advance payment of Baht 1,250 million (2009: Baht 1,050 million) which is part of rental received in advance from related party and is presented under non-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 : Million Baht) Service term April 2008 – December 2008 January 2009 – April 2011 May 2011 – August 2011

Service fee per month 0.60 0.75 0.40

Building rental agreement In 2009, the Company (lessor) and Thai-Lysaght Co., Ltd. (lessee) signed a memorandum to amend the building rental agreement for rental fee of Baht 0.12 million per month in January 2009 and from February 2009 to December 2011 at Baht 0.05 million per month. Furthermore, the Company and a subsidiary signed the second of memorandum to amend the building rental agreement for rental fee from January 2010 to December 2010 at Baht 0.16 million per month. Land rental agreement In 2009, the Company (lessor) and Thai-Lysaght Co., Ltd. (lessee) signed a memorandum to amend the land rental agreement for rental fee of Baht 0.38 million per month in January 2009 and from February 2009 to December 2009 for Baht 0.15 million per month and afterward the rental fee will be revised again by the lessor and lessee in the following year. Furthermore, the Company and a subsidiary signed the second of memorandum to amend the land rental agreement for rental fee from January 2010 to December 2010 at Baht 0.24 million per month.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements Consulting agreement In 2010, the Company entered into a consulting agreement with Thai-Lysaght Co., Ltd. to provide analysis and consulting relocation of subsidiary’s plant starting from 1 April 2010 to 31 December 2010 at the rate of Baht 0.40 million per month. In 2009, the Company entered into a consulting agreement with Forward System Limited to provide consulting service for car parking project for the period 11 months from 1 January 2009 to 30 November 2009 with total service fee of Baht 2.50 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. In March 2010, the Company and its subsidiary signed a memorandum to terminate a consulting agreement. As a result, this agreement was terminated at 1 January 2010.

Contingent liabilities with related parties were as follows: The Company is contingently liable to a bank in respect of the guarantee of a Baht 42.56 million (2009: Baht 42.56 million) credit facility for Forward System Limited, a subsidiary of the Company. As at 31 December 2010, the subsidiary had used Baht 0.11 million of the credit facility (2009: Baht 0.09 million). The Company is contingently liable to a bank in respect of the guarantee of a Baht 957.30 million (2009: Baht 244 million) credit facility for Thai-Lysaght Co., Ltd., a subsidiary of the Company. As at 31 December 2010, the subsidiary had used Baht 44.37 million of the credit facility (2009: Baht 29.07 million). The Company is contingently liable to a bank in respect of the guarantee of a Baht 1,850 million credit facility for Lertrattrakarn Co., Ltd. As at 31 December 2010, the subsidiary had not used the credit facility. Generally, the guarantees are effective so long as the underlying obligations have not yet been discharged by those subsidiaries. No fee is charged for the provision of these guarantees.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 5 Cash and cash equivalents (Unit : Thousand Baht)

Cash on hand Cash at banks - current accounts Cash at banks - savings accounts Promissory note Cheque on hand Cheque at bank for loan repayment Total

Consolidated financial statements 2010 2009 343 237 (11,814) 1,233 151,829 104,374 40,000 292,000 52,479 29,923 180,358 480,246

Separate financial statements 2010 2009 52 52 (859) (14) 50,003 22,202 40,000 260,000 89,196 282,240

The currency denomination of cash and cash equivalents as at 31 December was as follows: (Unit : Thousand Baht)

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

100

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Consolidated financial statements 2010 2009 168,090 466,040 12,266 14,204 2 2 180,358 480,246

Separate financial statements 2010 2009 77,088 268,841 12,106 13,397 2 2 89,196 282,240

Notes to Financial Statements 6 Trade accounts receivable (Unit : Thousand Baht)

Related parties Other parties

Notes 4

Less allowance for doubtful accounts Net Reversal of bad and doubtful debts expenses for the year

Consolidated financial statements 2010 2009 6,282 191,941 192,167 198,223 192,167 (2,512) (2,512) 195,711 189,655 (42)

Separate financial statements 2010 2009 (30)

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

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

Consolidated financial statements 2010 2009 6,282

Separate financial statements 2010 2009

178,769

184,456

9,654 2,475 1,043 198,223 (2,512) 195,711

4,810 265 2,636 192,167 (2,512) 189,655

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

101

Notes to Financial Statements The normal credit term granted by the Group ranges from 7 days to 90 days. 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)

Sale with signed agreements Total project sales 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 Net The balances comprise: Advance from customers Unbilled installments on completed work Net

102

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Consolidated financial statements 2010 2009 5,420,553 1,982,122 6,256,793 2,843,727 86.63 69.70 3,893 60 3,953

2,521 1,264 3,785

1,802,118 (1,798,225) 3,893

547,163 (544,642) 2,521

1,802,118 (1,621,404) 180,714

547,163 (478,540) 68,623

180,774 (60) 180,714

69,887 (1,264) 68,623

Notes to Financial Statements The currency denomination of trade accounts receivable as at 31 December was as follows: (Unit : Thousand Baht)

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

Consolidated financial statements 2010 2009 172,277 179,523 23,434 10,132 195,711 189,655

Separate financial statements 2010 2009 -

7 Inventories (Unit : Thousand Baht)

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

Consolidated financial statements 2010 2009 20,831 35,388 413 7,938 259,542 43,390 431 3,539 3,406 363 421 12,900 285,044 103,518 (3,220) (3,040) 281,824 100,478

Separate financial statements 2010 2009 -

The cost of inventories which is recognised as an expense and included in cost of sale of goods for the year ended 31 December 2010 amounted to Baht 827 million (2009: Baht 609 million) in the consolidated

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

103

Notes to Financial Statements financial statements.

8 Properties under development (Unit : Thousand Baht) Consolidated financial statements 2010 2009 2,642,414 1,172,168 31,803 17,118 2,674,217 1,189,286 (1,226,055) (373,437) 1,448,162 815,849 14,685 14,449 4% MLR-1.5%, MLR-1%

Land cost and construction in progress: current projects Capitalised interest Less Accumulated transferred to cost of sale Total Capitalised interest during the year Rates of capitalised interest (% per annum)

The subsidiary has mortgaged land and future structures with financial institutions to secure the subsidiary’s bank loan and bank guarantees.

9 Other current assets (Unit : Thousand Baht)

Notes Prepaid expenses Revenue Department receivable Accounts receivable from sale investment on associate Others Total

104

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Consolidated financial statements 2010 2009 7,957 6,001 44,762 33,207 35,280 5,470 93,469

24,923 64,131

Separate financial statements 2010 2009 2,428 1,341 35,280 236 37,944

374 1,715

Notes to Financial Statements

10 Investments in subsidiaries (Unit : Thousand Baht)

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

Separate financial statements 2010 2009 634,925 511,625 502,501 133,174 (7,500) 1,137,426 637,299 (6,141) (2,374) 1,131,285 634,925

At the board of directors’ meeting held on 1 June 2010 of Thai-Lysaght Co., Ltd., the board of directors passed a resolution to fully subscribe at par value for an amount totalling Baht 2.5 million. The subsidiary registered its share capital with the Ministry of Commerce on 16 June 2010. Lertrattrakarn Co., Ltd., a subsidiary, increased the authorised share capital from Baht 100 million (10,000,000 ordinary shares at Baht 10 par value) to Baht 600 million (60,000,000 ordinary shares at Baht 10 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 18 March 2010. At the Fund’s unitholders Meeting held on 22 December 2009 of Kinnaree Property Fund, the unitholders passed a resolution to dissolution of the Fund since 24 December 2009 and the liquidation is during process. At the Extraordinary Shareholders 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

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105

Notes to Financial Statements 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 %. In 2010, the Company pledged Lertrattrakarn Co., Ltd.’s share certificate amounting to Baht 600 million divided 60,000,000 shares at Baht 10 per share to a financial institution as collateral for all subsidiary’s liabilities to the bank.

106

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

107

100.00 98.88 79.00 100.00 60.00

Univentures Asset Management Co., Ltd.

Kinnaree Property Fund

ESCO Ventures Co., Ltd.

Lertrattrakarn Co., Ltd.

Grand Unity Development Co., Ltd.

Total

100.00

2010

2009

Paid-up capital

27,500

5,573

22,310

2,500

27,500

5,573

22,310

2,500

5,000

60.00 380,000 380,000

100.00 600,000 100,000

79.00

98.88

100.00

5,000

100.00 140,000 137,500

2009

99.99 99.99

100.00

(%)

Univentures Consulting Co., Ltd.

Forward System Limited

Thai-Lysaght Co., Ltd.

Subsidiaries

2010

Ownership interest

1,164,944

361,800

600,000

22,226

5,573

2,650

2,500

25,200

144,995

2010

662,443

361,800

100,000

22,226

5,573

2,650

2,500

25,200

142,494

2009

Cost method 2009

(33,659)

(16,841)

(3,514)

(13,304)

361,800

600,000

5,385

2,059

2,650

2,500

11,896

144,995

2010

634,925

361,800

100,000

9,254

2,059

2,650

2,500

14,168

142,494

2009

At cost-net

(27,518) 1,131,285

(12,972)

(3,514)

(11,032)

(in thousand Baht)

2010

Impairment

Separate financial statements

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

36,599

20,519

6,000

10,080

2010

74,026

70,276

3,750

2009

Dividend income for the years ended

Notes to Financial Statements

Notes to Financial Statements Dividends paid by subsidiary companies At the Board of Directors’ Meeting of Grand Unity Development Limited held on 11 November 2010, the Board of Directors passed a resolution to approve the appropriation of profit to interim dividend at Baht 0.57 per share, totalling Baht 34.20 million. The dividend was paid to shareholders on 8 December 2010. At the Board of Directors’ Meeting of Thai-Lysaght Limited held on 9 December 2010, the Board of Directors passed a resolution to approve the appropriation of profit to interim dividend at Baht 7.20 per share, totalling Baht 10.08 million. The dividend was paid to shareholders on 27 December 2010. At the Board of Directors’ Meeting of Forward System Limited held on 9 December 2010, the Board of Directors passed a resolution to approve the appropriation of profit to interim dividend at Baht 120 per share, totalling Baht 6.00 million. The dividend was paid to shareholders on 27 December 2010. At the Board of Directors’ Meeting of Univentures Consulting Limited held on 18 June 2009, the Board of Directors passed a resolution 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 of Univentures Asset Management Limited held on 15 October 2009, the Board of Directors passed a resolution to approve the appropriation of profit to interim dividend at Baht 27 per share, totalling Baht 60.24 million. The dividend was paid to shareholders on 28 October 2009.

108

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 11 Investments in associates (Unit : Thousand Baht)

At 1 January Share of loss of investments - equity method Sale of invesrment Reversal of allowance for impairment (allowance for impairment) At 31 December

Consolidated financial statements 2010 2009 71,423 74,080 (14,988) (2,657) (53,541) 2,894 71,423 2,894

71,423

Separate financial statements 2010 2009 51,592 53,283 (49,000) (2,592) 53,283 2,592 -

(1,691) 51,592

At the Board of Directors’ Meeting of Univentures Public Company Limited held on 15 December 2010, the Board of Directors passed a resolution to sell the shares of Prinventures Co., Ltd. 4,899,994 shares to Prinsiri Public Company Limited of Baht 8 per share, amounting to Baht 39.20 million. The repayment period according to the share sale agreement as follows: - 10 percent of total sale price, amounting to Baht 3.92 million within transfer date - remaining amount of Baht 35.28 million within November 2011 As at 31 December 2010, the Company received totalling Baht 3.92 million. Such shares were transferred to buyer in 2010. 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.

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109

110

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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

Associates Excellent Energy International Co., Ltd. Prinventures Co., Ltd. Sahasinwattana Cogeneration Co., Ltd. Sahasinwattana Bioenergy Co., Ltd. Total 31.81 49.00 20.00 20.00

(%) 31.81 -

2010

31.81 49.00

2009

Ownership interest

31.81 20.00 20.00

Ownership interest 2010 2009 (%)

2009

25,000 25,000 100,000

2010

Paid-up capital

25,000 92,000 10,000

8,337 18,400 2,000 28,737

8,337 49,000 18,400 2,000 77,737

2009

8,337 8,337 49,000 8,337 57,337

2010

Cost method

(8,337) (8,337)

(5,745) (5,745)

2010 2009 (Thousand Baht)

Impairment

2,591 60,947 6,071 1,814 71,423

2,592 49,000 51,592

2009

At cost-net 2010

1,080 1,814 2,894

Cost method Equity method 2010 2009 2010 2009 (Thousand Baht)

Separate financial statements

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

Paid-up capital 2010 2009

Consolidated financial statements

Dividend income for the years ended 2010 2009

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

Land Building construction Design and system Others Total

Notes 32

Consolidated financial statements 2010 2009 533,479 518,227 1,413,083 344,430 56,710 52,430 76,259 55,354 2,079,531 970,441

Movements during the years ended 31 December 2010 and 2009 of Properties under development for lease were as follows: (Unit : Thousand Baht) Consolidated financial statements Cost At 1 January 2009 Additions At 31 December 2009 and 1 January 2010 Additions At 31 December 2010

346,257 624,184 970,441 1,109,090 2,079,531

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111

112

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Cost / revaluation At 1 January 2009 Additions Transfer Disposals At 31 December 2009 and 1 January 2010 Additions Transfer Disposals At 31 December 2010

13 Property, plant and equipment

154.65 154.65 0.44 155.09

Land

(0.64) 48.77 0.14 0.10 49.01

49.41

Building and other constructions 59.81 11.29 (4.86) (17.77) 48.47 1.55 (0.14) 49.88

7.70

(9.21) 5.11 2.59

14.09 0.23

28.14 3.96 10.53 (9.97) 32.66 3.66 0.13 (14.51) 21.94

12.05 3.86 (15.43) 0.48 47.27 (0.23) (0.13) 47.39

Consolidated financial statements Office Machinery furniture and fixtures and Assets under equipment Vehicles equipment construction

318.15 19.34 (10.40) (36.95) 290.14 55.65 (14.78) 331.01

Total

(Unit : Million Baht)

Notes to Financial Statements

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113

154.65 155.09

Net book value At 31 December 2009 At 31 December 2010

27.77 25.70

18.91 2.37 (0.27) (0.01) 21.00 2.31 23.31

23.95 22.11

34.00 4.64 (5.76) (8.36) 24.52 3.25 27.77 -

1.42 3.35

4.35

(8.98) 3.69 0.66

12.05 0.62

13.31 10.93

16.62 4.89 5.67 (7.83) 19.35 5.71 (14.05) 11.01

0.20

0.19

0.28 47.19

221.38 264.37

81.58 12.53 (0.36) (24.99) 68.76 11.93 (14.05) 66.64

Total

The gross amount of the Group’s fully depreciated property, plant and equipment that was still in use as at 31 December 2010 amounted to Baht 27 million (2009: Baht 28 million).

Accumulated depreciation At 1 January 2009 Depreciation charge for the year Transfers Disposals At 31 December 2009 and 1 January 2010 Depreciation charge for the year Disposals At 31 December 2010

Land

Building and other constructions

Consolidated financial statements Office Machinery furniture and fixtures and Assets under equipment Vehicles equipment construction

(Unit : Million Baht)

Notes to Financial Statements

114

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Cost / revaluation At 1 January 2009 Additions Surplus on revaluation Disposals At 31 December 2009 and 1 January 2010 Additions Disposals At 31 December 2010 115.04 115.04 115.04

Land

13.70

(0.26) (0.01) 13.58 0.12

13.85

Building and other constructions

(5.91) (17.74) -

23.65

1.93

(8.29) 1.93

10.22

23.99 0.84 6.10 (9.82) 21.11 0.82 (0.03) 21.90

5.92 2.69 (8.61)

Separate financial statements Office Machinery furniture and fixtures and Assets under equipment Vehicles equipment construction

192.67 3.53 (8.68) (35.86) 151.66 0.94 (0.03) 152.57

Total

(Unit : Million Baht)

Notes to Financial Statements

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

115

Accumulated depreciation At 1 January 2009 Depreciation charge for the year Transfers Disposals At 31 December 2009 and 1 January 2010 Depreciation charge for the year Disposals At 31 December 2010 Net book value At 31 December 2009 At 31 December 2010 8.91 5.23 4.79

115.04 115.04

7.84 0.61 (0.09) (0.01) 8.35 0.56

Land

Building and other constructions

(4.05) (8.15)

12.20

0.32 0.05

1.88

(8.05) 1.61 0.27

9.34 0.32

7.54 5.31

13.76 3.34 4.14 (7.67) 13.57 3.05 (0.03) 16.59

Separate financial statements Office Machinery furniture and fixtures and Assets under equipment Vehicles equipment construction

128.13 125.19

(23.88) 23.53 3.88 (0.03) 27.38

43.14 4.27

Total

(Unit : Million Baht)

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 2010 amounted to Baht 15 million (2008: Baht 4 million). The Company has rented out of land with structures, a total net book value as at 31 December 2010 of Baht 119.27 (2009:Baht 119.83 million) million, with Thai-Lysaght Co., Ltd. for operation. The Company will pay rental fee at contractual prices. 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 2010 and 2009 the amount totalled Baht 110.26 million in the separate financial statements and Baht 147.57 million in the consolidated financial statements. Asset under construction During 2010, the subsidiary commenced construction of the new factory; costs incurred up to 31 December 2010 totalled Baht 47 million.

116

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements 14 Intangible assets / goodwill (Unit : Thousand Baht) Consolidated financial statements Software licences

Goodwill Cost At 1 January 2009 Additions Transfers At 31 December 2009 and 1 January 2010 Additions Disposals At 31 December 2010

1,470 660 2,130 2,130

Accumulated amortisation At 1 January 2009 Amortisation charge for the year Transfers At 31 December 2009 and 1 January 2010 Amortisation charge for the year Disposals At 31 December 2010 Net book value At 31 December 2009 At 31 December 2010

Total

4,973 234 10,400 15,607 4,535 (1,304) 18,838

6,443 894 10,400 17,737 4,535 (1,304) 20,968

790 790 790

1,538 1,129 358 3,025 2,839 (1,304) 4,560

2,328 1,129 358 3,815 2,839 (1,304) 5,350

1,340 1,340

12,582 14,278

13,922 15,618

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

117

Notes to Financial Statements (Unit : Thousand Baht) Separate financial statements Software licences Cost At 1 January 2009 Additions Transfers At 31 December 2009 and 1 January 2010 Additions At 31 December 2010

3,162 8,668 130 11,960 4,395 16,355

Accumulated amortisation At 1 January 2009 Amortisation charge for the year At 31 December 2009 and 1 January 2010 Amortisation charge for the year At 31 December 2010

69 838 907 2,535 3,442

Net book value At 31 December 2009 At 31 December 2010

118

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

11,053 12,913

Notes to Financial Statements 15 Interest-bearing liabilities (Unit : Thousand Baht) Consolidated financial statements 2010 2009 Current Short-term loan from financial institution unsecured Current portion of long-term loans from financial institutions secured Short-term loan from other party unsecured Total

42,807 704,500 747,307

218,024 8,850 226,874

Separate financial statements 2010 2009 -

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

Within one year

Consolidated financial statements 2010 2009 747,307 226,874

Separate financial statements 2010 2009 -

Secured interest-bearing liabilities as at 31 December were secured on the following assets: (Unit : Thousand Baht)

Properties under development Properties under development for lease

Consolidated financial statements 2010 2009 1,424,917 127,107 2,079,531 -

Separate financial statements 2010 2009 -

As at 31 December 2010 the Group and the Company had unutilised credit facilities totalling Baht 3,771 million and Baht 10 million, respectively (2009: Baht 586.74 million and Baht 10 million, respectively). บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

119

Notes to Financial Statements 16 Other current liabilities (Unit : Thousand Baht) Consolidated financial statements 2010 2009 11,770 16,144 14,576 5,968 26,346 22,112

Accrued operating expenses Others Total

Separate financial statements 2010 2009 1,453 1,228 3,324 1,887 4,777 3,115

17 Share capital Par value per share (Baht) Authorised At 1 January ordinary shares Reduction of shares At 31 December ordinary shares Issued and paid up At 1 January ordinary shares Issue of new shares At 31 December ordinary shares

120

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

2010 Number

2009

Amount Number Amount (thousand shares / thousand Baht)

1 1

944,528 (179,758)

944,528 -

764,770

944,528

1 1

764,767 3

764,767 -

764,770

764,767

Notes to Financial Statements In February 2010, 3,635 ordinary shares were allocated to support the exercise of warrants (UV-W1). The Company received net cash from subscription to shares of Baht 8,750 and registered the increase in share capital of Baht 3,635 as a result of warrant exercise with the Ministry of Commerce on 26 February 2010. So the issued and paid up share capital would be Baht 764.77 million (764.77 million ordinary shares with a par value of Baht 1 each). At the annual general meeting of the shareholders of the Company held on 22 April 2010, the shareholders passed a resolution to reduce the Company’s registered authorised capital from Baht 944.53 million (944.53 million ordinary shares at Baht 1 par value) to Baht 764.77 million (764.77 million ordinary shares at Baht 1 par value). The Company registered the reduction of its registered authorised capital with the Ministry of Commerce on 28 April 2010.

18 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. 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. Valuation changes The valuation changes account within equity cumulative net change in the valuation of land included in the financial statements at valuation until such land is sold or otherwise disposed of.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

121

Notes to Financial Statements 19 Warrants The Company had granted warrants to the Company’s existing shareholders (UV-W1). A summary of the warrants activity was as follows: UV-W1 Approved by Date of original grant No. of warrants granted (units) Life of warrants (years) Exercisable Final exercise date Exercise price per 1 ordinary share (Baht) Exercise ratio (warrants to ordinary shares) Changes in no. of warrants, exercise price or exercise ratio : - No. of warrants (outstanding warrants) (units) - Exercise price per 1 ordinary shares (Baht)* - Exercise ratio*

Extraordinary General Meeting No.1/2002 20 February 2003 17,427,299 7 Quarterly 19 February 2010 25 1:1 174,162,990 2.406 1 : 1.03899

* Effective as from grant date in December 2003 (in thousand units) UV-W1 Number of warrants issued Exercised / expired during 2003 to 2009 At 31 December 2009 Exercised / expired during the nine months period ended 2010 At 31 December 2010

122

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

174,273 (4,572) 169,701 (169,701) -

Notes to Financial Statements 20 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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

123

124

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

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

Segment 1 2010 2009 1,146,226 463,093 286,887 100,081

Segment 2 2010 2009 1,081,580 942,734 96,747 55,075 2010 131,103 106,736

Others 2009 47,618 22,412

Eliminations 2010 2009 (89,186) (133,425) (80,609) 310

2010 2,269,723 409,761 4,658 13,382 (14,988) (78,624) (188,904) (20,053) (2,670) (10,541) (55,301) 56,720

2009 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

(Unit : Thousand Baht)

Revenue and results, based on business segments, in the consolidated financial statements for the years ended 31 December 2010 and 2009 were as follows:

Notes to Financial Statements

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

125

Property plant and equipment Trade accounts receivable Inventories Properties under development Properties under development for lease Other assets Total Assets

Segment 1 2010 2009 24,149 24,667 4,636 3,786 1,456,704 818,356 2,141,844 1,011,219

Segment 2 2010 2009 108,154 60,903 172,929 178,241 273,974 96,070 2010 132,064 20,344 7,849 -

Others 2009 135,809 8,718 4,408 -

Eliminations Total 2010 2009 2010 2009 264,367 221,379 (2,198) (1,090) 195,711 189,655 281,823 100,478 (8,542) (2,507) 1,448,162 815,849 (62,313) (40,778) 2,079,531 970,441 843,550 1,465,848 5,113,144 3,763,650

(Unit : Thousand Baht)

Notes to Financial Statements

Notes to Financial Statements 21 Selling expenses (Unit : Thousand Baht)

Distribution Commission Marketing Others Total

Consolidated financial statements 2010 2009 5,022 4,066 9,154 3,807 54,826 34,622 9,622 1,857 78,624 44,352

Separate financial statements 2010 2009 -

22 Administrative expenses (Unit : Thousand Baht)

Personnel Loss from sale associates Rental and service Depreciation Loss on foreign exchange Others Total

126

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Consolidated financial statements 2010 2009 110,430 82,999 14,342 13,077 12,564 7,790 9,124 1,010 3,295 42,255 20,638 188,904 128,620

Separate financial statements 2010 2009 67,312 57,398 9,800 8,229 7,943 3,887 4,276 1,301 3,031 9,752 668 100,281 73,316

Notes to Financial Statements 23 Employee benefit expenses (Unit : Thousand Baht) Consolidated financial statements 2010 2009 Management Salaries Contribution to defined benefit plans Others Other employees Wages and salaries Contribution to defined benefit plans Others Total

Separate financial statements 2010 2009

18,934 896 223 20,053

15,252 920 204 16,376

18,934 896 223 20,053

15,252 920 204 16,376

83,096 3,053 4,228 90,377 110,430

56,676 2,496 7,451 66,623 82,999

42,771 1,865 2,623 47,259 67,312

33,038 1,632 6,352 41,022 57,398

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.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

127

Notes to Financial Statements 24 Expense by nature (Unit : Thousand Baht) Consolidated financial statements 2010 2009 Changes in inventories of finished goods and work in progress Raw materials and consumables used Employee benefit expenses Depreciation of property, plant and equipment

17,624 803,390 110,430 17,008

(17,922) 583,679 82,999 13,662

Separate financial statements 2010 2009 67,312 6,422

57,398 5,115

25 Finance costs (Unit : Thousand Baht) Consolidated financial statements 2010 2009 Interest expense Related party Other party Financial institutions Capitalised as cost of properties under development Net

128

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

49 65 17,241 (14,685) 2,670

Separate financial statements 2010 2009

133 15,436

(14,449) 1,120

Notes to Financial Statements 26 Income tax expense Income tax reduction Royal Decree No. 387 B.E. 2544 dated 5 September 2001 grants companies listed on the Stock Exchange of Thailand a reduction in the corporate income tax rate from 30% to 25% for taxable profit not exceeding Baht 300 million for the five consecutive accounting periods beginning on or after enactment. Listed companies that received income tax reduction under this Royal Decree are also eligible to continue the period of tax reduction under Royal Decree No. 475 but not beyond the 2010 accounting period ending on or after 31 December 2010. The current tax expense in the consolidated and separate statements of income is different from the amount determined by applying the Thai corporation tax rate to the accounting profit for the year principally because: (a) unutilised tax losses brought forward from the previous year have been utilised during the year to set-off against the current 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.

27 Promotional privileges By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, the Group has been granted privileges by the Board of Investment relating to chemical product and energy management business. The privileges granted include: (a) exemption from payment of import duty on machinery approved by the Board; (b) exemption from payment of income tax for certain operations for a period of 7 and 8 years from the date on which the income is first derived from such operations; and (c) exemption from income tax for dividends paid from the profit arising from promoted business.

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

129

Notes to Financial Statements As promoted companies, the Group must comply with certain terms and conditions prescribed in the promotional certificates. As at 31 December 2010, the Group has not been granted such privileges.

28 Earnings per share Basic earnings per share The calculations of basic earnings per share for the years ended 31 December 2010 and 2009 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 at 20 February Weighted average number of ordinary shares (basic) Basic earnings per share (in Baht)

Consolidated financial statements 2010 2009

Separate financial statements 2010 2009

56,720 764,767 3

8,247 764,767 -

30,518 764,767 3

75,695 764,767 -

764,770 0.07

764,767 0.01

764,770 0.04

764,767 0.10

Diluted earnings per share The calculation of diluted earnings per share for the years ended 31 December 2010 and 2009 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:

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Notes to Financial Statements (Unit : Thousand Baht / Thousand Share) Consolidated financial statements 2010 2009 Profit attributable to equity holders of the Company (diluted) Weighted average number of ordinary shares (basic) Effect of shares options on issue UV-W1 Weighted average number of ordinary shares (diluted) Diluted earnings per share (in Baht)

Separate financial statements 2010 2009

8,247 764,767

75,695 764,767

764,767 0.01

764,767 0.10

29 Dividend At the Annual General Meeting of the Shareholders of the Company held on 22 April 2010, the shareholders approved the appropriation of dividend of Baht 0.01 per share, amounting to Baht 7.65 million. The dividend was paid to shareholders on 11 May 2010. 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 shareholders on 30 April 2009.

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.

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131

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. 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 non-controlling interests and also monitors the level of dividends to ordinary shareholders. 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: Consolidated financial statements

2010 Current Short-term loans to related parties 2009 Current Short-term loans to related parties

132

Effective interest rate (% per annum)

Within 1 year

After 1 year but After within 5 years 5 years (in thousand Baht)

Total

8, 9

11,740

8, 9, MLR+2

37,590

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

Notes to Financial Statements

2010 Current Short-term loans to related parties 2009 Current Short-term loans to related parties

Effective interest rate (% per annum)

Separate financial statements After 1 year but After within 5 years 5 years (in thousand Baht)

Within 1 year

Total

5, 9

480,900

5, 9, MLR+2

733,550

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

2010 Current Short-term loans from financial institution Current portion of long-term loans from financial institutions Short-term loans from related parties 2009 Current Current portion of long-term loan from financial institution Short-term loan from related parties Short-term loan from other party

Effective interest rate (% per annum)

Within 1 year

After 1 year but After within 5 years 5 years (in thousand Baht)

Total

MOR-2.25

42,808

4.0 5.0

704,500 980 748,288

218,024 980 8,850 227,854

MLR-1.5, MLR-1 5.0 1.5

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Notes to Financial Statements Foreign currency risk The Group is exposed to foreign currency risk relating to purchases and sales which are denominated in foreign currencies. The Group primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the 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:

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

Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand USD) 409 429 404 404 751 306 1,160 735 404 404 (775) (217) 385 518 404 404

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.

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Notes to Financial Statements 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.

Commitments with non-related parties (Unit : Thousand Baht) Consolidated financial statements 2010 2009

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

2,778 98,400 851,600 952,778

3,666 100,088 851,600 955,354

Separate financial statements 2010 2009 1,895 1,895

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

2,509 1,060 3,569

135

Notes to Financial Statements (Unit : Thousand Baht) Consolidated financial statements 2010 2009 Other commitments Forward contracts Bank guarantees Service agreements Sale and purchases agreement for land Office building and hotel development agreements Condominium development project agreements Factoring agreements Total

23,282 47,835 2,778 320,783 1,065,812 1,051,698 22,808 2,534,996

28,481 13,354 5,354 236,200 2,035,569 90,470 2,409,428

Separate financial statements 2010 2009 1,895 1,895

3,569 3,569

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 presented in properties under development for lease, annual lease payments totalling Baht 950 million, which will be payable as follows: 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

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Lease payment (Million Baht) 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 a service agreement with a company as follows: Lease term 1 1 1 1 1

September 2007 – 31 August 2010 December 2007 – 30 November 2010 March 2008 – 30 November 2010 August 2008 – 31 July 2011 September 2008 – 31 August 2011

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

Service fee per month (Baht) 21,168 50,698 32,853 29,706 185,074

Office building and hotel development agreements A subsidiary entered into an architecture design agreement for office building and hotel development project with various companies which have total value approximately Baht 2,508 million (2009: Baht 2,446 million) At 31 December 2010, subsidiary has outstanding commitments of Baht 1,066 million for the agreements (2009: Baht 2,036 million). Condominium development project agreements A subsidiary entered into agreements for condominium project with various companies amounting to Baht 2,833.27 million (2009: Baht 812.18 million) As at 31 December 2010, the subsidiary has outstanding commitment of Baht 1,051.70 million (2009: Baht 90.47 million) and secured by letter of guarantee of Baht 46.54 million (2009: Baht 8.95 million) issued by bank. Sales and purchases agreement for land In September 2009, a subsidiary entered into a sales and purchases agreement with a third party for land for a development project 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.

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Notes to Financial Statements In September 2009, a subsidiary entered into a sales and purchases agreement with third parties of land for a development project 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. In April 2010, a subsidiary entered into a sales and purchases agreement with third parties for a development project of Baht 404.69 million. As at 30 September 2010, the subsidiary paid deposit of Baht 121.41 million. In June 2010, a subsidiary entered into a sales and purchases agreement with a company of Baht 50 million. As at 30 September 2010, the subsidiary paid deposit of Baht 12.50 million. Construction contract A subsidiary entered into an agreement with companies to construct new plant value of Baht 80.50 million. As at 31 December 2010, a subsidiary had outstanding commitment of Baht 52.57 million. Sale and purchase agreement for air condition In October 2009, a subsidiary entered into an 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. As at 31 December 2010, a subsidiary do not have outstanding commitment due to the project was completed. Transfer rights and debts under lease agreement In June 2010, a subsidiary entered transfer right and debt under land and construction, sub-lease and related agreements for property development for lease with a company amounting to Baht 21 million. As at 31 December 2010, a subsidiary had outstanding commitment due to fully repayment.

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Notes to Financial Statements 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 reporting date At the Board of Directors’ Meeting held on 24 February 2011 of the Company, the board of directors passed the resolution to propose the payment of dividends of Baht 0.05 per share, amounting to Baht 38.23 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. In 2010, a subsidiary has mortgaged leasehold land and future structures with a financial institution to secure the subsidiary’s liabilities (Note 12).

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. TFRS

Topic

Year effective

TAS 1 (revised 2009)

Presentation of Financial Statements

2011

TAS 2 (revised 2009)

Inventories

2011

TAS 7 (revised 2009)

Statement of Cash Flows

2011

TAS 8 (revised 2009)

Accounting Policies, Changes in Accounting Estimates and Errors

2011

TAS 10 (revised 2009)

Events after the Reporting Period

2011

TAS 11 (revised 2009)

Construction Contracts

2011

TAS 12

Income Taxs

2013 บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

139

Notes to Financial Statements TFRS

Topic

Year effective

TAS 16 (revised 2009)

Property, Plant and Equipment

2011

TAS 17 (revised 2009)

Leases

2011

TAS 18 (revised 2009)

Revenue

2011

TAS 19

Employee Benefits

2011

TAS 23 (revised 2009)

Borrowing Costs

2011

TAS 24 (revised 2009)

Related Party Disclosures

2011

TAS 27 (revised 2009)

Consolidated and Separate Financial Statements

2011

TAS 28 (revised 2009)

Investments in Associates

2011

TAS 33 (revised 2009)

Earnings per Share

2011

TAS 34 (revised 2009)

Interim Financial Reporting

2011

TAS 36 (revised 2009)

Impairment of Assets

2011

TAS 37 (revised 2009)

Provisions, Contingent Liabilities and Contingent Assets

2011

TAS 38 (revised 2009)

Intangible Assets

2011

TAS 40 (revised 2009)

Investment Property

TFRIC 15

Agreements for the Construction of Real Estate

2011 2011

Management has presently determined the effects from adoptions of the new and revised TFRS on the consolidated and separate financial statements as follows: TAS 16 (revised 2009) – Property, Plant and Equipment The principal changes introduced by the revised TAS 16 (revised 2009) that (i) costs of asset dismantlement, removal and restoration have to be included as asset costs and subject to annual depreciation; (ii) the depreciation charge has to be determined separately for each significant part of an asset; and

140

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Notes to Financial Statements (iii)

the residual value of an item of property, plant and equipment has to be measured at the amount estimated receivable currently for the asset if the asset were already of the age and in the condition expected at the end of its useful life. Furthermore, the residual value and useful life of an asset have to be reviewed at least at each financial year-end.

The revised TAS 16 (revised 2009) permits as a transitional provision that these changes may be introduced prospectively from the year of introduction excepting for recognition of asset from dismantlement, removal and restoration that require retrospective adjustment. The Company intends to adopt this transitional provision which the management has already determined will not have any material impact on the financial statements. TAS 19 - Employee Benefits There is currently no Thai accounting standard covering employee benefits and the Group does not presently account for the costs of post-employment benefits under defined benefit plans; other long-term employee benefits; and termination benefits until such costs are incurred. The new TAS 19 includes the requirements to recognise and account for such costs in the period in which the service is performed. The requirements are complex and require actuarial assumptions to measure the obligation and expense. Moreover, the obligations are measured on a discounted basis because they may be settled many years after the employees render the related service. The transitional provisions of TAS 19 permit the transitional liability to be recognised and accounted for in one of four different ways: (i) (ii) (iii) (iv)

retrospectively; immediately in equity (retained earnings) at the transition date; immediately in profit or loss at the transition date; as an expense on a straight-line basis over up to five years from the transition date.

Management has determined that the transitional liability as at 1 January 2011 for post-employment benefits is approximately Baht 12.01 million for the Group and Baht 6.81 million for the Company. The management expects that the Group will apply the (b) option, immediately in equity (retained earnings) at the transition date, for recognition and account for this liability. As a result, as at 1 January 2011, retain earnings will be decreased and liabilities will be increased Baht 12.01 million for the consolidated financial statements and Baht 6.81 million for the separate financial statements. TAS 40(Revised 2009) – Investment Property TAS 40 (revised 2009) prescribes the accounting and disclosure requirements for investment properties. Under TAS 40 (revised 2009), an entity is required to account for the investment property separately in the statement of financial position (balance sheet). The entity may choose to measure the investment property either at cost with respective disclosure of the property’s fair value in the notes to financial statements (cost model), or at fair value with changes in values recognised directly in profit or loss (fair value model). The management expects that the Group will account for its investment properties using fair value model from the date TAS 40 (revised 2009) becomes effective. บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

141

General Information of the Subsidiaries and Associated Companies Lertrattakarn Company Limited Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares 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 (0) 2643 7100 Fax : 66 (0) 2255 9417 600,000,000 Baht 60,000,000 Shares 10 Baht 600,000,000 Baht 100 %

Grand Unity Development Company Limited Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares Par Value Paid Up Capital Percent of Investment

142

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 (0) 2643 7171 Fax : 66 (0) 2253 3263 600,000,000 Baht 60,000,000 Shares 10 Baht 600,000,000 Baht 60 %

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

General Information of the Subsidiaries and Associated Companies Grand U Living Company Limited* Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares Par Value Paid Up Capital Percent of Investment Remarks:

Grand U Living Property Development Business www.grandunity.com 0105533024696 888/223-224 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 66 (0) 2643 7171 Fax : 66 (0) 2253 3263 244,049,400 Baht 24,404,940 Shares 10 Baht 244,049,400 Baht 99.98 %

* indirected held through Grand Unity Development Company Limited

Kinnaree Property Fund Symbol Nature of Business Website Registration No. Head Office

Amount of Units 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 (0) 2659 8847 Fax : 66 (0) 2659 8864 557,343 Units 10 Baht 2,082,656 Baht 98.88 %

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

143

General Information of the Subsidiaries and Associated Companies Univentures Asset Management Company Limited Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares 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 (0) 2643 7100 Fax : 66 (0) 2255 9417 22,310,000 Baht 2,231,000 Shares 10 Baht 22,310,000 Baht 100 %

Thai – Lysaght Company Limited Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares Par Value Paid Up Capital Percent of Investment

144

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 (0) 2643 7111 Fax : 66 (0) 2998 9840 140,000,000 Baht 1,400,000 Shares 100 Baht 140,000,000 Baht 100 %

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

General Information of the Subsidiaries and Associated Companies ESCO Ventures Company Limited Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares Par Value Paid Up Capital Percent of Investment

EV Investment in Energy Services Business www.univentures.co.th 0105548154680 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 66 (0) 2643 7100 Fax : 66 (0) 2255 9417 50,000,000 Baht 5,000,000 Shares 10 Baht 27,500,000 Baht 79 %

Sahasin Wattana Cogeneration Company Limited * Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares 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 (0) 2201 3466 - 7 Fax : 66 (0) 2201 3465 92,000,000 Baht 9,200,000 Shares 10 Baht 92,000,000 Baht 20 %

Remarks : * indirectly held through ESCO Ventures Company Limited

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145

General Information of the Subsidiaries and Associated Companies Sahasin Wattana Bioenergy Company Limited * Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares 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 (0) 2201 3466 - 7 Fax : 66 (0) 2201 3465 10,000,000 Baht 1,000,000 Shares 10 Baht 10,000,000 Baht 20 %

Remarks : * indirectly held through ESCO Ventures Company Limited

Excellent Energy International Company Limited Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares Par Value Paid Up Capital Percent of Investment

146

EEI Engineering, Energy Management and Energy Conservation Consultancy www.eei.co.th 0105542011771 475 Siripinyo Building, 12th Floor, Sri Ayutthaya Road TRajthevi, Bangkok 10400 Tel : 66 (0) 2201 3466 - 7 Fax : 66 (0) 2201 3465 25,000,000 Baht 2,500,000 Shares 10 Baht 25,000,000 Baht 31.81%

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)

General Information of the Subsidiaries and Associated Companies Univentures Consulting Company Limited Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares Par Value Paid Up Capital Percent of Investment

UVC Finance and Investment Consulting www.univentures.co.th 0105543041526 888/210-212 Mahatun Plaza Building, 2nd Floor, Ploenchit Road, Lumpini, Patumwan, Bangkok 10330 Tel : 66 (0) 2643 7100 Fax : 66 (0) 2255 9417 2,500,000 Baht 250,000 Shares 10 Baht 2,500,000 Baht 100 %

Forward System Company Limited Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares 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 (0) 2643 7222 Fax : 66 (0) 2255 8986 – 7 5,000,000 Baht 50,000 Shares 100 Baht 5,000,000 Baht 100 %

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147

General Information of the Subsidiaries and Associated Companies Prinventures Company Limited * Symbol Nature of Business Website Registration No. Head Office

Registered Capital Amount of Shares 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 (0) 2617 6900 – 9 Fax : 66 (0) 2671 6910 – 11 100,000,000 Baht 10,000,000 Shares 10 Baht 100,000,000 Baht 49 %

Remarks:

* The company sold total shares of Prinventure Company Limited., held by the company to Prinsiri Public Company Limited on December 20, 2010

148

บริษัท ยูนิเวนเจอร์ จำกัด (มหาชน)