:: Annual Report 2007 ::

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Corporate Profile

As a dynamic and innovative company, Golden Land is committed to creating long-term value for our shareholders while setting the benchmark for quality property development in Thailand. As the developer of many of Bangkok’s finest housing and high-rise developments, Golden Land has a successful history of building and designing innovative and luxurious projects of exceptional quality. Our goal is to create properties of enduring value using superior design and finishes to satisfy the needs and tastes of our discriminating customers. This standard of excellence is shared throughout the entire organization and with our partners as we continue our mission to be a diversified and profitable upscale property developer. Whether in the heart of the CBD or on the outskirts of Bangkok, every Golden Land project is located in one of Thailand’s most exclusive locations. They represent the best settings in Bangkok’s most sought after destinations for exclusive private gated family communities or prime, central downtown areas for our urban clientele. We believe that a prime location, coupled with the finest standard of construction, architecture and interior design, offers solid value to our clientele in both investment and quality living. Comprehensive design details, amenities, landscaping, architecture and interior design have been thoughtfully planned to enhance the prestige and lifestyle of our homeowners, tenants and guests.

3 Annual Report 2007 Golden Land Property Development Public Company Limited

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C h a i r w o m a n ’s S t a t e m e n t

The big picture for the year 2007 is yet another year of economic instability. During the waiting period for the result of the general election and the transition into the new government, many businesses came to a standstill. The world’s economy has been affected by the subprime crisis from the United States creating a negative psychological impact on purchasing decisions along with the fluctuation of foreign exchange rates. Despite these obstacles, Golden Land was able to achieve a profit of Baht 824 million. This was a very good year for Golden Land. We will be able to pay out dividends for the first time. Even though the amount is not much, it is a good beginning as it shows that Golden Land is a strong company. As the Chairwoman of the Board, I would like thank our Shareholders, Management Team, the Board of Directors and all our staff for their continuous effort, their dedication and their valuable contributions.

(§ÿ≥À≠‘ß»»‘¡“ »√’«‘°√¡å) ª√–∏“π°√√¡°“√

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

(Khunying Sasima Srivikorn) Chairwoman of the Board

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(π“¬«‘≈‡≈’Ë¬¡ ®ÕÀåπ «‘≈øÕß) ª√–∏“π‡®â“Àπâ“∑’Ë∫√‘À“√

C E O’s S t a t e m e n t

2007 was a transformational year for Golden Land, as we reported a net profit of Baht 824 million, the largest in our company’s long history, and declared our first dividend. The successful initial public offering of Gold Property Fund on the Stock Exchange of Thailand has moved our Mayfair Marriott Executive Apartments into a separate listed vehicle, recording a significant profit and unlocking a great deal of value for our company in the process. We continue to hold a 33% interest in Gold Property Fund. Our landmark Sathorn Square project also made substantial progress during the year. We secured debt financing and commenced construction on the office tower, and entered into a joint venture with Istithmar Hotels FZE of Dubai to develop the luxury hotel, which will be operated by Starwood Hotels & Resorts Worldwide as the W Bangkok. While market conditions in our core single detached luxury housing market continued to be challenging during the year, sales showed impressive improvement in the second half after we brought in a new management team led by our COO and President of Housing Sahat Tantikun, and we look forward to improved contributions from the Housing Division in the months and years to come. I would like to extend my sincere thanks to our shareholders, our Board, our Chairwoman, our customers, and our business partners, together with our talented and hard-working management and staff, for their help, guidance and support during 2007.

(Mr. William John Wilfong) Chief Executive Officer

5 Annual Report 2007 Golden Land Property Development Public Company Limited

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Organization Chart

¢âÕ¡Ÿ≈ ≥ «—π∑’Ë 1 ¡’π“§¡ 2551 as at 1st March, 2008 is as follows:

§ÿ≥À≠‘ß»»‘¡“ »√’«‘°√¡å ª√–∏“π°√√¡°“√ Khunying Sasima Srivikorn Chairwoman of the Board

π“¬«‘≈‡≈’Ë¬¡ ®ÕÀåπ «‘≈øÕß ª√–∏“π‡®â“Àπâ“∑’Ë∫√‘À“√ Mr. William John Wilfong Chief Executive Officer

π“¬ À— µ—πµ‘§ÿ≥ ª√–∏“π‡®â“Àπâ“∑’ËªØ‘∫—µ‘°“√·≈– °√√¡°“√ºŸâÕ”π«¬°“√ ∏ÿ√°‘®∫â“π®—¥ √√ Mr. Sahat Tantikun Chief Operating Officer and President - Housing

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√ “ ¬ π “ ¡ § ≥ – ° √ √ ¡ ° “ √ · ≈ – ºŸâ ∫ √‘ À “ √

Board of Directors and Management Team

§≥–°√√¡°“√∫√‘…—∑ ≥ «—π∑’Ë 1 ¡’π“§¡ 2551

The Board of Directors

§ÿ≥À≠‘ß»»‘¡“ »√’«‘°√¡å ª√–∏“π°√√¡°“√

Khunying Sasima Srivikorn

π“¬«‘≈‡≈’Ë¬¡ ®ÕÀåπ «‘≈øÕß °√√¡°“√

Mr. William John Wilfong

π“¬ À— µ—πµ‘§ÿ≥ °√√¡°“√

Mr. Sahat Tantikun

π“¬‡™“ ‰§« ‡™’¬ß °√√¡°“√

Mr. Chow Kwai Cheung

π“ß “«§√‘ µ‘πà“ ·≈¡ ¬‘¡ §‘ß °√√¡°“√

Ms. Christina Lam Yim King

π“¬§√‘ ‚µ‡øÕ√å ‰¡‡§‘≈ ¥’≈“π’ °√√¡°“√

Mr. Christopher Michael Delaney

»“ µ√“®“√¬å ¥√. ∫ÿ≠‡ √‘¡ «’ °ÿ≈ °√√¡°“√Õ‘ √– / ª√–∏“π°√√¡°“√µ√«® Õ∫

Dr. Boonserm Weesakul

»“ µ√“®“√¬å √.Õ.°ƒ…Æ“ Õ√ÿ≥«ß…å ≥ Õ¬ÿ∏¬“ °√√¡°“√Õ‘ √– / °√√¡°“√µ√«® Õ∫

Prof. Krisda Arunvongse

√.µ.µ.‡°√’¬ß»—°¥‘Ï ‚≈À–™“≈– °√√¡°“√Õ‘ √– / °√√¡°“√µ√«® Õ∫

Pol. Sub. Lt. Kriengsak Lohachala

§≥–ºŸâ∫√‘À“√

The Management Team

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Khunying Sasima Srivikorn

π“¬«‘≈‡≈’Ë¬¡ ®ÕÀåπ «‘≈øÕß ª√–∏“π‡®â“Àπâ“∑’Ë∫√‘À“√

Mr. William John Wilfong

π“¬ À— µ—πµ‘§ÿ≥ ª√–∏“π‡®â“Àπâ“∑’ËªØ‘∫—µ‘°“√·≈– °√√¡°“√ºŸâÕ”π«¬°“√ - ∏ÿ√°‘®∫â“π®—¥ √√

Mr. Sahat Tantikun

as at 1st March, 2008 is as follows:

Chairwoman of the Board

Director

Independent Director / Chairman of the Audit Committee

Independent Director / Member of the Audit Committee

Chairwoman of the Board

Chief Executive Officer

Chief Operating Officer and President - Housing

7 Annual Report 2007 Golden Land Property Development Public Company Limited

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Corporate Social Responsibility

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Blood Donation Drive

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√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

Golden Land’s management and staff jointly participated in a blood drive at the National Blood Centre of the Thai Red Cross Society to contribute to the project launched by Bang Rak District Office and the Thai Red Cross Society under the name “Donating 80 million drops of blood to pay tribute to the King on his 80th birthday.” Two blood drives were held, in May and September, and Golden Land management and staff will continue to donate blood on a regular basis.

√à«¡∑”∫ÿ≠∫â“π‡¥Á°√“™“«¥’ ‡¡◊ËÕ«—π‡ “√å∑’Ë 22 °—π¬“¬π 2550 §ÿ≥ À— µ—πµ‘§ÿ≥ çª√–∏“π‡®â “ Àπâ “ ∑’Ë ª Æ‘ ∫— µ‘ ° “√·≈–°√√¡°“√ºŸâ Õ”π«¬°“√ ∏ÿ√°‘®∫â“π®—¥ √√é √à«¡°—∫æπ—°ß“π∫√‘…—∑œ ∫√‘®“§‡ß‘π°«à“ 60,000 ∫“∑, ‘ßË ¢Õß∑’®Ë ”‡ªìπ √«¡∑—ßÈ ¢Õß‡≈àπª√–‡¿∑Ωñ°∑—°…– ‡ √‘¡ √â“ß§«“¡§‘¥·≈–°“√‡√’¬π√Ÿâ æ√âÕ¡‡≈’È¬ßÕ“À“√°≈“ß«—π ·≈–∑”°‘®°√√¡√à«¡°—∫‡¥Á°Ê ∑’Ë ∂“π ß‡§√“–Àå‡¥Á°æ‘°“√∑“ß ¡Õß·≈–ªí≠≠“ ∫â“π√“™“«¥’

Charity Visit to Baan Rachawadee In September, Golden Land management and staff visited Baan Rachawadee, an orphanage for disabled boys located in Pakkred District, Nonthaburi Province, where we donated goods, clothing, toys and cash valued at over Baht 60,000. Golden Land arranged lunch for the boys and played games before distributing toys, clothes and snacks.

9 Annual Report 2007 Golden Land Property Development Public Company Limited

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

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Housing Overview 2007

”À√—∫ªï 2550 ‚°≈‡¥âπ·≈π¥å ¬—ß§ß‡πâπ°“√æ—≤π“ ∑’Ë¥‘π„π‚§√ß°“√‡¥‘¡∑’Ë¡’Õ¬Ÿà„Àâ¡’§ÿ≥¿“æ¥’‡¬’Ë¬¡Õ¬à“ßµàÕ‡π◊ËÕß ‚¥¬‡πâ π ‰ª∑’Ë ∑”‡≈∑’Ë µ—È ß ¢Õß‚§√ß°“√ ´÷Ë ß µ—È ß Õ¬Ÿà „ π‡¢µ °√ÿß‡∑æ¡À“π§√ Àà“ß®“°‡¢µ∏ÿ√°‘®™—πÈ „π‡æ’¬ß 10 - 15 °¡. ·≈– ‡πâπ∑’Ë°“√ÕÕ°·∫∫º≈‘µ¿—≥±å ·≈–°“√∫√‘°“√ºŸâ∫√‘‚¿§¥â«¬ §«“¡‡Õ“„®„ à¥â«¬¥’µ≈Õ¥¡“ ‡ªìπ∫√‘…—∑œ ∑’Ë¡’‚§√ß°“√ §ÿ≥¿“æ Ÿß 4 ‚§√ß°“√ ´÷Ëßµ—ÈßÕ¬Ÿà«ß·À«π√Õ∫πÕ°Ωíòßµ–«—πµ° 2 ‚§√ß°“√ §◊Õ ‚§√ß°“√ ‚°≈‡¥âπ ‡ŒÕ√‘‡∑® (ªîòπ‡°≈â“µ—¥„À¡à) ·≈–‚§√ß°“√ ‚°≈‡¥âπ ‡≈‡®âπ¥å ( “∑√µ—¥„À¡à) ·≈–«ß·À«π √Õ∫πÕ°Ωíòßµ–«—πÕÕ° Õ’° 2 ‚§√ß°“√ §◊Õ ‚§√ß°“√ ‚°≈‡¥âπ π§√“ (æ√–√“¡‡°â“µ—¥„À¡à) ·≈–‚§√ß°“√ ·°√π¥å ‚¡π“‚§ (∫“ßπ“ °¡. 8) ‚§√ß°“√ ‚°≈‡¥âπ ‡ŒÕ√‘‡∑® ∂“π∑’Ëµ—ÈßÕ¬Ÿà„π∑”‡≈ ∑’Ë –¥«° ∫“¬ ·≈–¬— ß §ß‰¥â √— ∫ °√–· °“√µÕ∫√— ∫ ®“° ºŸ∫â √‘‚¿§Õ¬à“ßµàÕ‡π◊ÕË ß ‡¡◊ÕË ‰µ√¡“ 4 ªï 2550 ‚§√ß°“√ ‚°≈‡¥âπ ‡ŒÕ√‘‡∑® ‰¥â‡ªî¥µ—«‡ø „À¡à Grande Venetian Residence ·≈– π”‡ πÕ·∫∫∫â“π„À¡à 5 ·∫∫ Ÿàµ≈“¥ ´÷Ëß‰¥â√—∫°“√µÕ∫√—∫ ®“°°≈ÿà¡ºŸâ∫√‘‚¿§√–¥—∫ ŸßÕ¬à“ß¥’‡¬’Ë¬¡ ‚¥¬„πªï 2550 ¡’ §«“¡§◊∫Àπâ“°“√¢“¬ 10% ¢Õß‚´π∑’‡Ë ªî¥¢“¬ ”À√—∫‚§√ß°“√ ‚°≈‡¥âπ ‡≈‡®âπ¥å ‚´π The Palm ∑’Ë‡ªî¥µ—«‰ª‡¡◊ËÕ 2548 ´÷Ëß ¢≥–π’È‰¥âªî¥°“√¢“¬‚´π The Palm ‰ª‡¡◊ËÕ‰µ√¡“ 4 ªï 2550 ‡ªìπ∑’Ë‡√’¬∫√âÕ¬·≈â« ·≈–‡µ√’¬¡∑’Ë®–‡ªî¥‡ø „À¡à ®”π«π 17 ¬Ÿπ‘µ„πªï 2551 ‡™àπ‡¥’¬«°—∫‚§√ß°“√ ·°√π¥å ‚¡π“‚§ °Á‰¥â ªî¥°“√¢“¬„π‚´π∑–‡≈ “∫‰ª·≈â«„πªï 2550 ·≈–‰¥â‡µ√’¬¡∑’Ë ®–æ—≤π“‡ø „À¡à„πªï 2551 ‡™àπ°—π ‚¥¬¬—ß§ß¬÷¥·π«∑“ß °“√æ—≤π“‚§√ß°“√∑’Ë°≈à“«¡“¢â“ßµâπ ¬—ß®–¡’·ºπ∑’Ë®–π” ‡ πÕ·∫∫∫â“π„À¡àÕ°’ 6 ·∫∫ ‚¥¬®–‡ªî¥µ—«∑’‚Ë §√ß°“√ ‚°≈‡¥âπ π§√“ æ√âÕ¡°—∫°“√‡ªî¥‡ø 2 ∑’Ë°”≈—ß®–‡°‘¥¢÷Èπ„πªï 2551

Golden Land’s strategic concept for Single Detached Housing Development continues to focus on central locations in the Greater Bangkok Area within a 10-15 km. radius from the Central Business District, superior product design and excellent customer service. Four of our quality projects proved to be continuing successes:- Golden Heritage (Pinklao-New Road) and Golden Legend (Sathorn-New Road) on the Western Outer-Ring Road, and Golden Nakara (New Rama IX Road) and Grand Monaco (Bangna-Trad Road Km.8) on the Eastern Outer-Ring Road. Golden Heritage, which is situated just minutes away from the Central Business District, still continues to draw enthusiastic response from buyers. Grande Venetian Residence, the new phase of Golden Heritage, was launched in November 2007. This new phase offers 5 new types of house which were well received and achieved encouraging sales among our prestigious consumers. Phase 3 of Golden Legend, successfully launched under the name “The Palms” in 2005, was a notable success, with 100 percent sold out by the last quarter of 2007 while phase 4, totaling 17 units, is under preparation for a 2008 launch. Grande Monaco’s Lake Zone also closed sales in 2007 and is in preparation to launch a new phase in 2008. We will continue to develop new housing phases with the introduction of a new 6 house types. The opening of a new phase along with new 6 house types will be launched at Golden Nakara during 2008.

11 Annual Report 2007 Golden Land Property Development Public Company Limited

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

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Housing Projects

™◊ËÕ‚§√ß°“√ ∂“π∑’Ëµ—Èß ‡ø 1 ‡ø 2 ‡ø 3 ‡ø 4 ‡π◊ÈÕ∑’Ë√«¡ ®”π«πÀ≈—ß√«¡

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‚°≈‡¥âπ ‡≈‡®π¥å ∂ππ “∑√µ—¥„À¡à 140 À≈—ß, 64 ‰√à 100 À≈—ß, 49 ‰√à 35 À≈—ß, 17 ‰√à 17 À≈—ß, 10 ‰√à 140 ‰√à 294 À≈—ß

Project Name

Golden Legend

Location

Sathorn-New Road

Phase I

140 Units, 64 Rai

Phase II

100 Units, 49 Rai

Phase III

35 Units, 17 Rai

Phase IV

17 Units, 10 Rai

Total Area

140 Rai

Total Units

294 Units

™◊ËÕ‚§√ß°“√ ∂“π∑’Ëµ—Èß ‡ø 1 ‡ø 2 ‡ø 3 ‡ø 4 ‡π◊ÈÕ∑’Ë√«¡ ®”π«πÀ≈—ß√«¡

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‚°≈‡¥âπ ‡ŒÕ√‘‡∑® ∂ππªîòπ‡°≈â“µ—¥„À¡à 107 À≈—ß, 83 ‰√à 102 À≈—ß, 53 ‰√à 78 À≈—ß, 53 ‰√à 61 À≈—ß, 35 ‰√à 224 ‰√à 348 À≈—ß

Project Name

Golden Heritage

Location

Pinklao-New Road

Phase I

107 Units, 83 Rai

Phase II

102 Units, 53 Rai

Phase III

78 Units, 53 Rai

Phase IV

61 Units, 35 Rai

Total Area

224 Rai

Total Units

348 Units

™◊ËÕ‚§√ß°“√ ∂“π∑’Ëµ—Èß ‡ø 1 ‡ø 2.1 ‡ø 2.2 ‡π◊ÈÕ∑’Ë√«¡ ®”π«πÀ≈—ß√«¡

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‚°≈‡¥âπ π§√“ ∂ππæ√–√“¡‡°â“µ—¥„À¡à 247 À≈—ß, 83 ‰√à 148 À≈—ß, 65 ‰√à 164 À≈—ß, 51 ‰√à 199 ‰√à 559 À≈—ß

Project Name

Golden Nakara

Location

New Rama IX Road

Phase I

247 Units, 83 Rai

Phase II/I

148 Units, 65 Rai

Phase II/II

164 Units, 51 Rai

Total Area

199 Rai

Total Units

559 Units

™◊ËÕ‚§√ß°“√ ∂“π∑’Ëµ—Èß ‡ø 1 ‡ø 2 ‡ø 3 ‡π◊ÈÕ∑’Ë√«¡ ®”π«πÀ≈—ß√«¡

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·°√π¥å ‚¡π“‚§ ∂ππ∫“ßπ“ °¡. 8 178 À≈—ß, 80 ‰√à 73 À≈—ß, 43 ‰√à 22 À≈—ß, 14 ‰√à 137 ‰√à 273 À≈—ß

Project Name

Grande Monaco

Location

Bangna-Ring Road

Phase I

178 Units; 80 Rai

Phase II

73 Units; 43 Rai

Phase III

22 Units; 14 Rai

Total Area

137 Rai

Total Units

273 Units

13 Annual Report 2007 Golden Land Property Development Public Company Limited

Western Outer Ring Rd.

‚°≈‡¥âπ ‡≈‡®π¥å ‚§√ß°“√§ƒÀ“ πåÀ√Ÿ¢π“¥„À≠à ‚§√ß°“√·√°∑’µË ßÈ— Õ¬Ÿ∫à π∑”‡≈¥’‡¬’¬Ë ¡∫π∂ππ°—≈ªæƒ°…å ( “∑√ µ—¥„À¡à) Ωíßò ∏π∫ÿ√’ Àà“ß®“°‡¢µ∏ÿ√°‘®™—πÈ „π¢Õß°√ÿß‡∑æ¡À“π§√ ‡æ’¬ß 8 °‘‚≈‡¡µ√‡∑à“π—Èπ ´÷Ëß·√ß∫—π¥“≈„®¢Õß ∂“ªíµ¬°√√¡ ·≈–√Ÿ ª ·∫∫¢Õß‚§√ß°“√π’È ‰ ¥â ¡ “®“°Õß§å ª √–°Õ∫·≈– ∫√√¬“°“»¢Õß§ƒÀ“ πåÀ√Ÿ„π·∂∫∑–‡≈‡¡¥‘‡µÕ√å‡√‡π’¬π∑“ß µÕπ„µâ¢Õß¬ÿ‚√ª ‚¥¬π”‡Õ“§«“¡≈–‡¡’¬¥≈–‰¡·≈–ß¥ß“¡ ¢ÕßÕ“√¬∏√√¡µ–«—πµ°„πÕ¥’µ ∑’Ë –∑âÕπ∂÷ß™’«‘µ∑’Ë¡’√ π‘¬¡ ¡“º ¡º “πÕ¬à“ß≈ßµ—«°—∫ ‘ËßÕ”π«¬§«“¡ –¥«°∑’Ë∑—π ¡—¬ µà“ßÊ ‰¡à«à“®–‡ªìπ √–«à“¬πÈ”¢π“¥„À≠à ÀâÕßÕÕ°°”≈—ß°“¬ √–¥—∫¡“µ√∞“π À√◊Õ·¡â°√–∑—Ëß «π π“¡‡¥Á°‡≈àπ„π‚§√ß°“√ ´÷ßË ¡’º≈„Àâ‚â §√ß°“√‚°≈‡¥âπ ‡≈‡®π¥å ‡ªìπ∑’√Ë ®Ÿâ °— °—π¥’„π∑âÕßµ≈“¥ ·≈–¬—ß‡ªìπ∑’Ë°≈à“«∂÷ß®π∂÷ß∑ÿ°«—ππ’È „πªï 2550 ‰¥â‡ªî¥¢“¬‚§√ß°“√ ‚°≈‡¥âπ ‡≈‡®âπ¥å ‡ø 3 ¿“¬„µâ™Õ◊Ë ç‡¥Õ–ª“≈å¡é ´÷ßË “¡“√∂¢“¬‰¥âÀ¡¥¿“¬„πªï ·≈–®–¡’°“√‡ªî¥‚§√ß°“√‡ø 4 Õ’°®”π«π 17 ¬Ÿπ‘µ ´÷Ëß ¢≥–π’ÈÕ¬Ÿà√–À«à“ß°“√‡µ√’¬¡§«“¡æ√âÕ¡‡æ◊ËÕ®–‡ªî¥¢“¬‰¥â„π ªï 2551

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

Golden Legend enjoys an exceptionally prime location on the Thonburi side of the Chaopraya River, just five minutes from the Sathorn Bridge. The design of Golden Legend is inspired by the style and character of Mediterranean Villas, incorporating all of the latest modern conveniences as well as amenities such as a Grand Villa Pool, a world class Fitness Centre and a Children’s Village. Phase 3 of Golden Legend, successfully launched under the name “The Palms”, was 100 percent sold out by the last quarter of 2007, while Phase 4 totaling 17 homes is under preparation for a 2008 launch.

Western Outer Ring Rd.

‡Àπ◊Õ°«à“ ç∫â“πé ¬‘Ëß°«à“ é§ƒÀ“ πåé ∑’Ë ÿ¥¢Õß §«“¡ ßà“ß“¡‡Àπ◊Õ®‘πµπ“°“√ ‚°≈‡¥âπ ‡ŒÕ√‘‡∑® µ—ÈßÕ¬Ÿà∫π ∂ππ√“™æƒ°…å (‡æ™√‡°…¡ - √—µπ“∏‘‡∫»√å) “¡“√∂‡¥‘π∑“ß ∂÷ß„®°≈“ß¢Õß°√ÿß‡∑æ¡À“π§√ „π‡«≈“‡æ’¬ß‰¡à°’Ëπ“∑’ ´ÿâ¡ ª√–µŸ ∑ “ß‡¢â “ ÿ ¥ À√Ÿ π”∑à “ πºà “ π·π«µâ π ‰¡â ∑’Ë ‡ √’ ¬ ß√“¬ 2 ¢â“ß∑“ß Ÿà —ß§¡Õ¿‘ ‘∑∏‘Ï à«πµ—« ·«¥≈âÕ¡‰ª¥â«¬‡ πàÀå¢Õß ∏√√¡™“µ‘ ∑’Ë ¬— ß ‰¡à ∂Ÿ ° √∫°«π ∑ÿ ° ·∫∫∫â “ π¢Õß‚°≈‡¥â π ‡ŒÕ√‘‡∑® ∂Ÿ°ÕÕ°·∫∫Õ¬à“ßª√–≥’µ ¡’√Ÿª·∫∫æ‘‡»…Õ≈—ß°“√ ‰¡à‡À¡◊Õπ„§√ ‚¥¬π”‡Õ“ ‰µ≈å°“√„™â™’«‘µ ¡—¬„À¡à√«¡‡¢â“ °—∫√Ÿª·∫∫≈“¬‡ âπ ∂“ªíµ¬°√√¡¬ÿ§§≈“ ‘° æ◊Èπ∑’Ë„™â Õ¬ ¿“¬„π∂Ÿ°ÕÕ°·∫∫æ‘‡»…¥â«¬‡æ¥“π Ÿß∂÷ß 3.2 ‡¡µ√ ·≈– Àπâ“µà“ß™¡«‘«·∫∫æ“‚π√“¡“ ‡æ◊ÕË º “π∫√√¬“°“»∏√√¡™“µ‘ ‡¢’ ¬ «¢®’ ‡ ¢â “ °— ∫ °“√„™â ™’ «‘ µ „π∫â “ π‰¥â Õ ¬à “ ß√◊Ë π √¡¬å ∫â “ π ∑ÿ°À≈—ßæ√âÕ¡ √√æ¥â«¬ÀâÕß¢π“¥„À≠à ∑ÿ°ÀâÕßµ°·µàßÕ¬à“ß ¡’√ π‘¬¡¥â«¬æ◊ÈπÀ‘πÕàÕππ”‡¢â“ √“«∫—π‰¥‡À≈Á°¥’‰´πå «¬ ·≈–Õà“ß®“°ÿ´´’Ë ‚§√ß°“√‚°≈‡¥âπ ‡ŒÕ√‘‡∑® ‡ø 1 ·≈– 2 Grande Venerian Residences ‰¥â√—∫§«“¡ π„®®“°ºŸâ∫√‘‚¿§ ‡ªìπÕ¬à“ß¡“°

Beyond a “house” and more than a “mansion” -the ultimate living style beyond imagination. Golden Heritage is situated on Rachapruek Road (Petchkasem-Rattanatibeth), just minutes away from the central business district. An elegant entrance leads to a large gated community. The Golden Heritage home models are striking in design, incorporating a sense of contemporary lifestyle while still instilling an unmistakable feeling of luxury and traditional classical architecture. The interiors are masterfully designed with 3.2 meter high ceilings and panoramic view windows to integrate indoor living with outdoor greenery. All the houses offer spacious rooms and lavish finishing such as imported marble floors, wrought iron railings, and jacuzzi tubs. Golden Heritage Phase I has just a few houses remaining, while Phase 2 - Grande Venetian Residences has been well received by consumers since its launch in November 2007.

15 Annual Report 2007 Golden Land Property Development Public Company Limited

®“°°“√‡ªî ¥ „Àâ ∫ √‘ ° “√ π“¡∫‘ π π“π“™“µ‘ ÿ « √√≥¿Ÿ ¡‘ ´÷Ë ß µ—È ß Õ¬Ÿà ∑ “ßµ–«— π ÕÕ°¢Õß°√ÿ ß ‡∑æ¡À“π§√π—È π ∑”„Àâ æ◊È π ∑’Ë ∫√‘‡«≥√Õ∫ π“¡∫‘π·≈–„°≈â‡§’¬ß°≈“¬‡ªìπ∑”‡≈∑Õß¢÷πÈ ¡“„π∑—π∑’ ∫√‘‡«≥‚¥¬√Õ∫°≈“¬‡ªìπ‡¢µ∏ÿ√°‘®·Ààß„À¡à∑’Ë®–‡°‘¥¢÷Èπ‡æ◊ËÕ√Õß√—∫ ∏ÿ√°‘®µà“ßÊ ·≈–∫ÿ§≈“°√®”π«π¡“° ‚°≈‡¥âπ·≈π¥å‰¥â‡≈Áß‡ÀÁπ∂÷ß ‚Õ°“ ·≈–»—°¬¿“æ„π°“√‡µ‘∫‚µ ®÷ß‰¥â√—ß √√§å‚§√ß°“√‚°≈‡¥âπ π§√“ ¢÷Èπ¡“∫πæ◊Èπ∑’Ë°«à“ 250 ‰√à „®°≈“ß°√ÿß‡∑æœ Ωíòßµ–«—πÕÕ° Àà“ß®“° ’Ë·¬°æ√–√“¡‡°â“-»√’π§√‘π∑√å ‡æ’¬ß 3 °¡. ·≈–‡π◊ËÕß®“° ‡ªìπ‚§√ß°“√‡¥’¬«∑’Ëµ—ÈßÕ¬Ÿà∫π∂ππæ√–√“¡‡°â“µ—¥„À¡à ´÷Ëß¡’∑“ß‡¢â“ ÕÕ°‚§√ß°“√ 2 ∑“ß ∑“ß‡¢â“¥â“π∂ππæ√–√“¡ 9 µ—¥„À¡à‡ªìπ Õÿ‚¡ß§å≈Õ¥ºà“π∑“ß√∂‰ø ‡æ◊ËÕ‡™◊ËÕ¡µàÕ°—∫ Motorway ·≈–∑“ß‡¢â“ ¥â“π∂ππÕàÕππÿ™∑”„Àâ‚°≈‡¥âπ π§√“ ‡ªìπ‚§√ß°“√∫â“π®—¥ √√ ‚§√ß°“√‡¥’¬«∑’Ë‰¥â√—∫º≈ª√–‚¬™πå‚¥¬µ√ß®“°°“√æ—≤π“‚§√ß¢à“¬ §¡π“§¡·≈– “∏“√≥Ÿ ª ‚¿§¡Ÿ ≈ §à “ °«à “ 3 · π≈â “ π∫“∑®“° √— ∞ ∫“≈ πÕ°‡Àπ◊ Õ ®“°π’È √ –∫∫¢π à ß ¡«≈™π ç√∂‰øøÑ “ ‡™◊Ë Õ ¡ ∑à“Õ“°“»¬“π ÿ«√√≥¿Ÿ¡‘é (Airport Link) ¬—ß‰¥â¡’°“√ √â“ß ∂“π’ √—∫ àßºŸâ‚¥¬ “√Àπâ“∑“ß‡¢â“‚§√ß°“√Õ’°¥â«¬ ∫â“π„π‚§√ß°“√ ∑ÿ°·∫∫∂Ÿ°ÕÕ°·∫∫Õ¬à“ß≈ßµ—« ”À√—∫‰≈øá ‰µ≈å ¡—¬„À¡à µ°·µàß¥â«¬«— ¥ÿ™—Èπ‡¬’Ë¬¡ ‡™àπ æ◊ÈπÀ‘πÕàÕπ ·≈–Õà“ß®“°ÿ´´’Ë ‡ªìπµâπ æ‘‡»…°«à“π—Èπ‚§√ß°“√¬—ß¡’ ‰æ√‡«∑ ∫’™ ÿ¥Õ≈—ß°“√ æ√âÕ¡ √√æ¥â«¬ ‘ËßÕ”π«¬§«“¡ –¥«° ¡“°¡“¬∑à“¡°≈“ß∫√√¬“°“»∏√√¡™“µ‘Õ¬à“ß·∑â®√‘ß

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

Suvarnabhumi International Airport has made the eastern side of Bangkok one of the most sought after residential locations in the city. Golden Land had foreseen this opportunity and has created the Golden Nakara project on a prime site of nearly 250 rai. Being the only estate with direct access to both the Rama IX expressway via a tunnel link and On Nut 65 Road, Golden Nakara is literally only minutes away from the CBD by car, and is also close to a station on the upcoming City Rail Link, making this prestigious project perfect for a city lifestyle. The houses of Golden Nakara are designed to match this modern lifestyle and have top-class specifications such as luxurious French windows and Jacuzzi tubs. More impressive still is the Private Beach, a unique beach pool complete with waterfalls, water slides and other amenities for various recreational activities

On Nut

‚§√ß°“√·°√π¥å ‚¡π“‚§ ‡ªìπ‚§√ß°“√∑’Ëµ—ÈßÕ¬Ÿà∫π ∑”‡≈™—Èπ‡¬’Ë¬¡¢Õß°√ÿß‡∑æœ Ωíòßµ–«—πÕÕ° µ‘¥∂ππ„À≠àÀà“ß ®“°∂ππ∫“ßπ“-µ√“¥ °¡.8 ‡æ’¬ß 1 °‘‚≈‡¡µ√‡»…‡∑à“π—Èπ ∑—Èß ¬— ß ‰¥â √— ∫ º≈ª√–‚¬™πå ® “°°“√æ— ≤ π“ “∏“√≥Ÿ ª ‚¿§ ‚¥¬√Õ∫¢Õß π“¡∫‘ππ“π“™“µ‘ ÿ«√√≥¿Ÿ¡‘ ¥â«¬ß∫ª√–¡“≥ °«à“ 3 · π≈â“π∫“∑®“°√—∞∫“≈ ∑”„Àâ·°√π¥å ‚¡π“‚§ ‡ªìπ∑’Ë ∑’Ë∑à“π “¡“√∂ —¡º— ∑—Èß§«“¡À√ŸÀ√“ –¥«° ∫“¬ ‰µ≈å™’«‘µ §π‡¡◊Õß ·≈–∏√√¡™“µ‘ «¬ß“¡‰¥â„π∑’Ë‡¥’¬«°—π ·π«§‘¥‚§√ß°“√‰¥â√∫— ·√ß∫—π¥“≈„®®“°§«“¡‚ª√àß‚≈àß ·≈–‚ÕàÕà“‡©æ“–µ—« ‰µ≈å√’ Õ√å∑¢Õß¬ÿ‚√ª ®“°·∂∫√‘‡«’¬√à“„π µÕπ„µâ¢ÕßΩ√—Ëß‡» ´÷Ëß®–‡ÀÁπ‰¥â®“°´ÿâ¡ª√–µŸ∑“ß‡¢â“·≈– §≈—∫‡Œ“ å¢π“¥„À≠à √“§“ 100 ≈â“π∫“∑ ∑’Ë¡’¥’‰´πåªŸπªíôπ ·°– ≈—°·≈–‚§¡‰øÕ—πÕàÕπ™âÕ¬ß¥ß“¡ √«¡‰ª∂÷ß √–«à“¬πÈ” ÿ¥Õ≈—ß°“√·≈– «π «¬‚¥¬√Õ∫ ‡¡◊ËÕ‡¢â“ Ÿà‚§√ß°“√‡ ¡◊Õπ ∑à“π‰¥â‰ª‡¬◊Õπª√–‡∑»‚¡π“‚§Õ¬à“ß·∑â®√‘ß πÕ°®“°π’È¬—ß¡’ Grande Boulevard ∂ππÀ≈—°¢Õß‚§√ß°“√∑’¢Ë π“∫¢â“ß¥â«¬µâπ‰¡â 2 ¢â“ß∑“ß π”∑à“π Ÿà∑–‡≈ “∫¢π“¥„À≠à°«à“ 9 ‰√à ∫â“π∑—Èß 8 ·∫∫ µ°·µàß¥â«¬«— ¥ÿ ÿ¥À√Ÿ Õ“∑‘ æ◊ÈπÀ‘πÕàÕπ °√Õ∫ª√–µŸ Àπâ“µà“ßÕ≈Ÿ¡‘‡π’¬¡ ·≈–Õà“ß®“°ÿ´´’Ë ‡ªìπµâπ

Grande Monaco provides the grandeur and luxury of life on the French Riviera in the heart of the city. Located in an exceptionally prime location in Eastern Bangkok, Grande Monaco is only 1 kilometer from the eastern outer ring road, near the new Suvarnabhumi International Airport, and also enjoys access from Bangna-Trad Road. The design inspiration for this gated community is the glamour and opulence of Monaco, international magnet for the global jet-set. Entry is via arched, Chateaustyle gates opening onto a classical pool, a formal garden and the spectacular Palais de Monte Carlo, a THB 100 million Clubhouse modeled on Monaco’s world famous Casino. A tree-lined avenue with broad sidewalks leads to a 9-rai central lake. The homes and amenities at Grande Monaco are elegantly designed, with the luxurious yet casual air of a European resort. Grande Monaco is currently being marketed with excellent sales success.

17 Annual Report 2007 Golden Land Property Development Public Company Limited

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

∫ ∑ √ÿ ª ¢ Õ ß ‚ § √ ß ° “ √ „ π ‡ ¢ µ ∏ÿ √ °‘ ® ™—È π „ π 2 5 5 0 ‚§√ß°“√µà“ßÊ ¢Õß‚°≈‡¥âπ·≈π¥å „π‡¢µ∏ÿ√°‘®™—Èπ„π ¢Õß°√ÿß‡∑æ¡À“π§√ ª√–°Õ∫‰ª¥â«¬ ‡´Õ√å«‘ Õæ“√å∑‡¡âπ∑å ÿ¥À√ŸÀ√“ Õ“§“√ ”π—°ß“π‡°√¥‡Õ ·≈–‚√ß·√¡√–¥—∫ 5 ¥“« ´÷Ëß‚§√ß°“√µà“ßÊ ∑’Ë·≈â«‡ √Á®µà“ß‡ªìπ‚§√ß°“√∑’Ëª√– ∫§«“¡ ”‡√Á®·≈–‡ªìπºŸâπ”„πµ≈“¥ „π¢≥–∑’Ë∫“ß‚§√ß°“√¬—ßÕ¬Ÿà„π √–À«à“ß°“√°àÕ √â“ß ‚§√ß°“√„π‡¢µ∏ÿ √ °‘ ® ™—È π „π¢Õß‚°≈‡¥â π ·≈π¥å ∑ÿ ° ‚§√ß°“√µà“ß∂Ÿ° √â“ß √√§åÕ¬à“ßæ‘∂’æ‘∂—π∑ÿ°√“¬≈–‡Õ’¬¥„π ‡√◊ËÕß¢Õß°“√¥’‰´πå·≈–§ÿ≥¿“æ∑’Ë‡Àπ◊Õ√–¥—∫ √Ÿª≈—°…≥å∑’Ë ‚¥¥‡¥àπ ·≈–∑”‡≈∑’Ëµ—ÈßÕ¬Ÿà„®°≈“ß‡¡◊Õß·≈–„°≈â°—∫ ∂“π’ √∂‰øøÑ“µà“ßÊ ‚§√ß°“√„π‡¢µ∏ÿ√°‘®™—Èπ„π¢Õß‚°≈‡¥âπ·≈π¥å ‰¥â ∂Ÿ ° ÕÕ°·∫∫‡æ◊Ë Õ µÕ∫ πÕß§«“¡µâ Õ ß°“√¢Õß≈Ÿ ° §â “ ∑’Ë æ√âÕ¡∑’Ë®–®à“¬¡“°°«à“‡æ◊ËÕ·≈°°—∫ ‘Ëß∑’Ë‡Àπ◊Õ∑’Ë ÿ¥·≈–≈Ÿ°§â“ ∑’Ë√—∫√Ÿâ®“°ª√– ∫°“√≥å«à“§ÿ≥®–‰¡àº‘¥À«—ß®“° ‘Ëß∑’Ë§ÿ≥‰¥â√—∫ ®“°‚°≈‡¥âπ·≈π¥å

CBD Overview 2007

Golden Land has a diversified portfolio of projects in Bangkok’s Central Business District, with high-end service apartments and Grade A office space already completed and generating revenue for the Company, and additional luxury condominiums and Grade A office space as well as retail shops and luxury hotel under development. All of Golden Land’s CBD developments feature outstanding, centrally located sites in close proximity to public transport, as well as meticulous attention to detail, distinctive design, and quality beyond expectations. As with all Golden Land developments, our CBD projects are designed to satisfy the needs of our discerning, demanding clientele, who are ready to pay a bit more to get the very best, and who know from experience to expect nothing less from Golden Land.

19 Annual Report 2007 Golden Land Property Development Public Company Limited

The Ascott Sathorn Bangkok

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

CBD Projects

‚ § √ ß ° “ √ „ π ‡ ¢ µ ∏ÿ √ °‘ ® ™—È π „ π ™◊ËÕ‚§√ß°“√ : ∑’ËÕ¬Ÿà : ≈—°…≥–‚§√ß°“√ : æ◊Èπ∑’Ë : ®”π«πÀâÕß :

Building

BANGKOK

‡¡¬å·ø√å ·¡√‘ÕÕ∑ ´Õ¬À≈—ß «π °√ÿß‡∑æœ ‡´Õ√å«‘ Õæ“√å∑‡¡âπ∑å 16,000 µ“√“ß‡¡µ√ 164

Project Name : Mayfair Marriott Address

: Soi Langsuan, Bangkok

Usage

: Serviced Apartment

Area

: 16,000 sq.m.

Total Units

: 164 units

: Õ“§“√‚°≈‡¥âπ·≈π¥å : ´Õ¬¡À“¥‡≈Á°À≈«ß 1 ∂ππ√“™¥”√‘ °√ÿß‡∑æœ ≈—°…≥–‚§√ß°“√ : Õ“§“√ ”π—°ß“π æ◊Èπ∑’Ë : 11,000 µ“√“ß‡¡µ√

Project Name : Goldenland Building

™◊ËÕ‚§√ß°“√ : ∑’ËÕ¬Ÿà : ≈—°…≥–‚§√ß°“√ : æ◊Èπ∑’Ë : ®”π«πÀâÕß :

¥‘ ·Õ §Õ∑ “∑√ ·∫ß§Õ° 187 ∂ππ “∑√„µâ °√ÿß‡∑æœ ‡´Õ√å«‘ Õæ“√å∑‡¡âπ∑å 25,000 µ“√“ß‡¡µ√ (æ◊Èπ∑’Ë‡™à“) 177

Project Name : The Ascott Sathorn Bangkok

™◊ËÕ‚§√ß°“√ : ∑’ËÕ¬Ÿà : ≈—°…≥–‚§√ß°“√ : æ◊Èπ∑’Ë‚§√ß°“√ : ®”π«πÀâÕß :

¥‘ Õ‘πøîπ‘µ’È ∂πππ√“∏‘«“ √“™π§√‘π∑√å §Õπ‚¥¡‘‡π’¬¡√–¥—∫À√Ÿ 2,896 µ“√“ß‡¡µ√ 123

Project Name : The Infinity

™◊ËÕ‚§√ß°“√ ∑’ËÕ¬Ÿà

Address

: Soi Mahardlekluang 1, Rajdamri Road, Bangkok

Usage

: Office building

Area

: 11,000 sq.m.

Address

: 187 South Sathorn Road, Bangkok

Usage

: Serviced Apartment

Area

: 25,000 sq.m

Total Units

: 177 units

Address

: Narathiwas Road

Usage

: Luxury high end condominium

Area

: 2,896 sq.m. (site area)

Total Units

: 123 units

™◊ËÕ‚§√ß°“√ : “∑√ ·§«√å ∑’ËÕ¬Ÿà : ∂ππ “∑√‡Àπ◊Õ °√ÿß‡∑æœ ≈—°…≥–‚§√ß°“√ : ™ÁÕªªîôß‡´Áπ‡µÕ√å ·≈–Õ“§“√ ”π—°ß“π æ◊Èπ∑’Ë‚§√ß°“√ : 8,252 µ“√“ß‡¡µ√

Project Name : Sathorn Square

™◊ËÕ‚§√ß°“√ : ∑’ËÕ¬Ÿà : ≈—°…≥–‚§√ß°“√ : æ◊Èπ∑’Ë‚§√ß°“√ :

Project Name : W Bangkok

W Bangkok ∂ππ “∑√‡Àπ◊Õ °√ÿß‡∑æœ ‚√ß·√¡√–¥—∫À√Ÿ 7,592 µ“√“ß‡¡µ√

Address

: North Sathorn Road, Bangkok

Usage

: Office, retail

Area

: 8,252 sq.m. (site area)

Address

: North Sathorn Road, Bangkok

Usage

: Luxury Hotel

Area

: 7,592 sq.m. (site area)

21 Annual Report 2007 Golden Land Property Development Public Company Limited

‡¥Õ– ‡¡¬å·ø√å ·¡√‘ÕÕ∑ ‡ÕÁ§‡´Á§§‘«∑’ø ‡√ ´‘‡¥π´å ®—¥‡ªìπ‡´Õ√å« ‘ Õæ“√å∑‡¡âπ∑å∑À’Ë √ŸÀ√“∑’ Ë ¥ÿ ·ÀàßÀπ÷ßË ¢Õß°√ÿß‡∑æœ ‚¥¬‚°≈‡¥â π ·≈π¥å ‰ ¥â ¡ Õ∫§«“¡‰«â « “ß„®„Àâ ° ≈ÿà ¡ ·¡√‘ Õ Õ∑ Õ‘π‡µÕ√å‡π™—Ëπ·π≈ ´÷Ëß‡ªìπ∫√‘…—∑∫√‘À“√ß“π¥â“π°“√‚√ß·√¡ ™—πÈ π”¢Õß‚≈° ∑’¡Ë ª’ √– ∫°“√≥å¥“â π°“√‚√ß·√¡°«à“ 70 ªï ‡ªìπ ºŸâ∫√‘À“√‚§√ß°“√ ‡¡¬å·ø√å ·¡√‘ÕÕ∑ µ—ÈßÕ¬Ÿà„π∑”‡≈„®°≈“ß °√ÿß‡∑æœ ∫√‘‡«≥∂ππÀ≈—ß «π µ—«Õ“§“√ Ÿß 25 ™—Èπ ª√–°Õ∫ ¥â«¬ÀâÕßæ—° 164 ¬Ÿπµ‘ ¢π“¥¢ÕßÀâÕßπÕπ¡’µßÈ— ·µà 1-3 ÀâÕßπÕπ ¡’√Ÿª·∫∫ÀâÕß„Àâ‡≈◊Õ°∂÷ß 11 ·∫∫ µ“¡§«“¡‡À¡“– ¡¢Õß °“√„™â™«’ µ‘ ∑’·Ë µ°µà“ß°—πÕÕ°‰ª ºŸæâ °— Õ“»—¬∑’‡Ë ¡¬å·ø√å ·¡√‘ÕÕ∑ ®–‰¥â√—∫∫√√¬“°“»À√ŸÀ√“‡ ¡◊ÕπÕ¬Ÿà„π‚√ß·√¡™—ÈπÀπ÷Ëß ·µà¬—ß §ß‰¥â —¡º— §«“¡Õ∫Õÿàπ –¥«° ∫“¬‡À¡◊Õπ°“√Õ¬Ÿà∫â“π ¥â«¬ ∫√‘°“√∑’Ë‡ªìπ°—π‡Õß „π™à«ßªï 2550 ‡¡¬å·ø√å ·¡√‘ÕÕ∑ ‰¥â∂Ÿ°¢“¬ ‘∑∏‘ °“√‡™à“√–¬–¬“«„Àâ°—∫°Õß∑ÿπ‚°≈¥å æ√ÁÕæ‡æÕ√åµ’Èøíπ¥å ´÷Ëß ®¥∑–‡∫’¬π„πµ≈“¥À≈—°∑√—æ¬å ·≈–‚°≈‡¥âπ·≈π¥å ‡ªìπºŸ∂â Õ◊ Àÿπâ √“¬„À≠à∑’Ë ÿ¥„π°Õß∑ÿππ’È ‚¥¬∂◊ÕÕ¬Ÿà∑’Ë√âÕ¬≈– 33

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

In partnership with Golden Land, Marriott International, the world’s leading hotel management company, brings more than 70 years of hospitality experience to the Mayfair Marriott Executive Apartments. Designed as one of Bangkok’s most luxurious serviced residences, this 25 storey tower offers 164 one, two and three bedroom residences with a choice of 11 different layouts to suit a variety of lifestyles. Centrally located on 60 Soi Langsuan, the Mayfair enjoys the best location Bangkok has to offer. Residents of the Mayfair enjoy all the amenities of a first class hotel, and the warm and friendly service provides for a cosy and warm residential feel. During 2007, the Mayfair Marriott was leased to Gold Property Fund, a publicly-listed Thai property fund, on a long-term lease. Golden Land is the largest shareholder in Gold Property Fund with a 33 percent Stake.

Building

Õ“§“√ ”π—°ß“π‚°≈‡¥âπ·≈π¥åµßÈ— Õ¬Ÿ„à ®°≈“ß‡¢µ∏ÿ√°‘® ™—È π „π∫π∂ππ√“™¥”√‘ „°≈â °— ∫ ‚√ß·√¡‚ø√å ´’ ´—Ë π ‚√ß·√¡ ·°√π¥å ‰Œ·Õ∑ ‡Õ√“«—≥ ·À≈àß™Õªªîôß√–¥—∫ Ÿß¢Õß°√ÿß‡∑æœ ∂“π’√∂‰øøÑ“√“™¥”√‘ ·≈– ∂“π’√∂‰øøÑ“™‘¥≈¡ Õ“§“√ ”π—°ß“π‚°≈‡¥âπ·≈π¥å‡ªìπ‡æ’¬ß‰¡à°ÕË’ “§“√„π°√ÿß‡∑æœ ∑’µË ßÈ— Õ¬Ÿ„à ®°≈“ß∏ÿ√°‘® –¥«° ∫“¬·≈–√“¬≈âÕ¡‰ª¥â«¬ ‘ßË ·«¥≈âÕ¡ ∑’Ëπà“√◊Ëπ√¡¬å Õ“§“√ ”π—°ß“π‚°≈‡¥âπ·≈π¥å‡ªìπÕ“§“√ Ÿß 8 ™—Èπ ¡’ ‡π◊ÈÕ∑’Ë„Àâ‡™à“∑—ÈßÀ¡¥ª√–¡“≥ 11,000 µ“√“ß‡¡µ√ ·≈–‡ªìπ∑’Ë µ—Èß¢Õß∫√‘…—∑·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π) ·≈–∫√‘…—∑Õ◊ËπÊ „π‡§√◊Õ ™à«ßªï 2549 ™—Èπ∑’Ë 3, 4, 5 ·≈– 6 ¢ÕßÕ“§“√‰¥â ∂Ÿ°ª√—∫ª√ÿß∑—Èß√–∫∫‰ø ·Õ√å ·≈–√–∫∫À—«©’¥πÈ”¥—∫‡æ≈‘ß √«¡‰ª∂÷ß‡æ¥“π‡æ◊ËÕæ√âÕ¡µâÕπ√—∫ºŸâ‡™à“∑’Ë®–‡¢â“¡“ ´÷Ëß‰¥â√—∫ °“√µÕ∫√—∫®“°ºŸâ‡™à“‡ªìπÕ¬à“ß¥’„πªï 2550 ∑”„ÀâÕ“§“√¡’ Õ—µ√“°“√‡™à“∂÷ß√âÕ¬≈– 95

Located in the heart of the CBD off Rajdamri Road, a short walk to the Four Seasons and Hyatt Hotels, Bangkok’s most upscale shopping district, and the Rajdamri and Chidlom skytrain stations, Goldenland Building offers a combination of centrality, convenience and surrounding amenities matched by few office buildings in Bangkok. Goldenland Building features approximately 11,000 square metres of prime office space spread over 8 floors, and is the home of Golden Land and its related businesses while also offering a limited amount of space to selected tenants. Renovation of 4 floors of Goldenland Building during 2006 led to excellent leasing progress during 2007, and the building achieved occupancy of 95% by the end of the year.

23 Annual Report 2007 Golden Land Property Development Public Company Limited

¥‘ ·Õ §Õ∑ “∑√ ·∫ß§Õ° ‡ªì π ∑’Ë æ— ° √–¥— ∫ À√Ÿ µ—ÈßÕ¬Ÿà„®°≈“ß¬à“π∏ÿ√°‘®¢Õß°√ÿß‡∑æ¡À“π§√ ∫π∂ππ “∑√ “¡“√∂‡¥‘π∑“ß‰ª¬—ß·À≈àß™ÁÕªªîôß¬Õ¥π‘¬¡·≈–¬à“π∏ÿ√°‘® ”§—≠‚¥¬√∂‰øøÑ“‰¥â‡æ’¬ß‰¡à°’Ëπ“∑’ ¡’°“√∫√‘À“√ß“π‚¥¬ ∑’¡ß“π√–¥—∫‚≈° °≈ÿà¡ ¥‘ ·Õ §Õ∑ °√ÿäª ´÷Ëß‡ªìπ°≈ÿà¡ºŸâ∫√‘À“√ ¥â“π‡´Õ√å«‘ Õæ“√å∑‡¡âπ∑å∑’Ë„À≠à∑’Ë ÿ¥„π‚≈° ‚§√ß°“√ ¥‘ ·Õ §Õ∑ “∑√ ·∫ß§Õ° ‡ªìπ‚§√ß°“√∑’ËµàÕ®“°‚§√ß°“√ ·Õ §Õ∑Õ◊πË Ê ∑’Ë ≈Õπ¥Õπ ‘ß§‚ª√å °—«≈“≈—¡‡ªÕ√å ‡´’¬Ë ß‰Œâ ªí°°‘ßË ®“°“√å µâ “ ·≈–‚Õä§ ·≈π¥å ¥â«¬ÀâÕ ßæ—° ∑’Ë «¬ß“¡ §«“¡ –¥«° ∫“¬¥â“π§«“¡∫—π‡∑‘ß √–∫∫Õ‘π‡µÕ√å‡πÁµ·∫∫‰√â “¬ √«¡∂÷ß ç§“ ·§Á∑ §≈—∫é ∑’Ë¡’æ◊Èπ∑’Ë∂÷ß 3,500 µ√.¡. (37,300 µ√.øÿµ) ª√–°Õ∫¥â«¬øîµ‡π ‡´Áπ‡µÕ√å¢π“¥„À≠à ª“√–¥—∫‚≈° ç°√’ π ≈’ ø é ¿— µ µ“§“√ ‰µ≈å ‡ ¡¥‘ ‡ µÕ√å ‡ √‡π’ ¬ π çÕ— ≈ ‚¥â é √–«à“¬πÈ”§“∫“πà“ ”À√—∫æ—°ºàÕπ π“¡‡¥Á°‡≈àπ·¬°‡ªìπ —¥ à«π πÕ°‡Àπ◊Õ®“°π’ºÈ æŸâ °— Õ“»—¬¬—ß‰¥â√∫— §«“¡ –¥«° ∫“¬ ®“°√â“π –¥«°´◊ÈÕ„π‚§√ß°“√ ∑—ÈßÀ¡¥π’È§◊Õ‡Õ°≈—°…≥å¢Õß ‰≈øá ‰µ≈å∑’Ë·µ°µà“ß∑’Ëæ‘ Ÿ®πå„Àâ‡ÀÁπ·≈â««à“ ·Õ §Õ∑ “∑√ ‡ªì π ∑’Ë À π÷Ë ß „π„®¢Õß·¢°ºŸâ æ— ° Õ“»— ¬ „π‡¢µ∏ÿ √ °‘ ® ™—È π „π¢Õß °√ÿß‡∑æœ

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

Located in the heart of Bangkok’s CBD on Sathorn Road, this 35 storey, 177 unit prime property is minutes away from the popular Silom and Sukhumvit shopping and business districts and within walking distance to the Chong Nonsi and Surasak skytrain stations. Managed by The Ascott Group, the world’s largest operator of serviced apartments, The Ascott Sathorn, Bangkok is one of only a handful of properties worldwide deemed worthy to carry the Group’s flagship “Ascott” name. The beautifully appointed rooms of The Ascott feature state-of-the-art entertainment, WIFI and broad-brand connectivity, and form part of a residential tower whose amenities include the 3,500 square metre Cascade Club, featuring a large Fitness Centre, “The Green Leaf” day spa, Juice bar and “Aldo’s” Mediterranean Restaurant. It is also supported by a large pool set amidst cabanas for dining and relaxation and a children’s play area. All of this makes The Ascott Sathorn, Bangkok a unique lifestyle complex that is proving to be a preferred choice for expatriates and other visitors in the CBD area.

¥‘ Õ‘ π øî π‘ µ’È §Õπ‚¥¡‘ ‡ π’ ¬ ¡ ‡ªì π ‚§√ß°“√·√°„π —ß§¡Õ¿‘ ‘∑∏‘Ï¢Õß “∑√ ·§«√å µ—«Õ“§“√∂Ÿ°ÕÕ°·∫∫¡“„Àâ ‡ªì π §Õπ‚¥¡‘ ‡ π’ ¬ ¡Õ¬Ÿà Õ “»— ¬ ‡Àπ◊ Õ √–¥— ∫ ∑’Ë À √Ÿ À √“∑’Ë ÿ ¥ „π °√ÿß‡∑æœ ‚¥¬µ—ÈßÕ¬Ÿà∫π∑”‡≈∑’Ë¥’‡¬’Ë¬¡ ∫√‘‡«≥À—«¡ÿ¡∂ππ “∑√ µ—¥°—∫∂πππ√“∏‘«“ √“™π§√‘π∑√å ´÷Ëß∑”„ÀâÕ“§“√ Ÿß 33 ™—Èππ’È ‰¥â√—∫«‘«·∫∫æ“‚π√“¡“ “¡“√∂‡ÀÁπ°√ÿß‡∑æœ ‰¥â‚¥¬√Õ∫∑‘» ÀâÕßæ—°Õ“»—¬∑—ßÈ 123 ¬Ÿπµ‘ ¡’‚§√ß √â“ß‡ ¡◊Õπ°≈’∫¥Õ°°≈â«¬‰¡â ∑’Ë¬◊ËπÕÕ°¡“®“°‚§√ß √â“ßÀ≈—°¢ÕßÕ“§“√ ∑”„ÀâºŸâæ—°Õ“»—¬ ‰¥â —¡º— °—∫«‘«‚¥¬√Õ∫Õ¬à“ß„°≈â™‘¥ ·≈–‡ªìπ à«πµ—« ∑ÿ°ÀâÕß ‰¥â√—∫°“√µ°·µàß¿“¬„πÕ¬à“ß‡Àπ◊Õ™—Èπ·≈–¡’√ π‘¬¡ ¥â«¬«— ¥ÿ ™—Èπ‡¬’Ë¬¡ ‚§√ß°“√ ¥‘ Õ‘πøîπ‘µ’È §Õπ‚¥¡‘‡π’¬¡¢“¬À¡¥ 100% „πªï 2549 °“√°àÕ √â“ß¥”‡π‘π‰ªÕ¬à“ß√«¥‡√Á« ∑”„Àâ∫√‘…—∑œ “¡“√∂√—∫√Ÿâ√“¬‰¥â ·≈–°”‰√„πªï 2549 ·≈– 2550 ‚§√ß°“√ ¥‘ Õ‘ π øî π‘ µ’È ¡’ °”Àπ¥®–·≈â « ‡ √Á ® „π‡¥◊ Õ π¡’ π “§¡ ·≈–®– “¡“√∂‡¢â“Õ¬Ÿà‰¥â„π°≈“ßªï 2551 The Infinity Condominium is destined to become Bangkok’s most luxurious condominium residence. Located at the prestigious address of 98 Narathiwas Road near Sathorn, this freehold 33-storey building features panoramic city views in all directions. From imported marble to solid wood floors, 3-metre high ceilings and signature Infinity bathrooms, all 123 residences enjoy the sophistication and understated beauty of its interior finishing. The Infinity was 100% sold out during 2006, and construction made outstanding progress during the year, with structural work completed by March and interior finishing well under way as this distinctive landmark tower takes its prominent place on the Bangkok skyline. The Infinity made a substantial contribution to Golden Land’s revenue and profits in 2007, and will be ready for occupation by the middle of 2008.

25 Annual Report 2007 Golden Land Property Development Public Company Limited

‚§√ß°“√ “∑√ ·§«√å ¡’§«“¡§◊∫Àπâ“°“√°àÕ √â“ß Õ¬à“ß√«¥‡√Á« „π™à«ßªï 2550 ∑—Èß„π à«π¢Õß°“√«“ß∞“π√“° ·≈–™—Èπ„µâ¥‘π ´÷Ëß√«¡‰ª∂÷ß°“√®—¥À“·À≈àß‡ß‘π∑ÿπ∑’Ë¡—Ëπ§ß‡æ◊ËÕ „™â„π°“√°àÕ √â“ß ‚¥¬¡’°“√‡´Áπ —≠≠“‰ª·≈â« ‡¡◊ËÕ‡¥◊Õπ ¡’π“§¡ 2550 ∑’Ëºà“π¡“ ‚§√ß°“√ “∑√ ·§«√å ‡ªìπ‚§√ß°“√ÕÕøøî» ”π—°ß“π µ—È ß Õ¬Ÿà ‚ ¥¥‡¥à π ∫π ’Ë · ¬°À— « ¡ÿ ¡ ¢Õß∂ππ “∑√ ·≈–∂ππ π√“∏‘«“ √“™π§√‘π∑√å ·≈–¬—ßÕ¬Ÿàµ‘¥°—∫ ∂“π’√∂‰øøÑ“™àÕß ππ∑√’ “∑√ ·§«√å‰¥â∂Ÿ°ÕÕ°·∫∫„Àâ‡ªìπÕ“§“√ ”π—°ß“π ‡°√¥‡Õ ‚¥¬∫√‘‡«≥™—Èπ‚æ‡¥’¬¡ ®–ª√–°Õ∫‰ª¥â«¬√â“π§â“ ·≈–√â“πÕ“À“√™—Èππ” ´÷Ëß®–À—πÀπâ“‰ªÀ“Õ“§“√ ∂“π∑Ÿµ √— ‡´’¬‡¥‘¡ ∑’Ë¡’§«“¡ ßà“ß“¡·≈–¿Ÿ¡‘∞“π∑“ß ∂“ªíµ¬°√√¡ ‚¥¬°“√ÕÕ°·∫∫Õ¬à“ß¡’ª√– ‘∑∏‘¿“æ·≈–§”π÷ß∂÷ß ‘Ëß·«¥≈âÕ¡¢Õßµ—«Õ“§“√ ∑”„Àâ‚§√ß°“√ “∑√ ·§«√å ∑’Ë æ√âÕ¡®–‡ªî¥µ—«„πªï 2553 ®–°≈“¬‡ªìπµ÷°∑’ËÀ√ŸÀ√“ ¥Ÿ¡’§«“¡ ∑—π ¡—¬·≈–‡ªìπ»Ÿπ¬å√«¡∑“ß∏ÿ√°‘®‰¥â‡ªìπÕ¬à“ß¥’ The landmark Sathorn Square project made excellent progress during 2007, with debt financing secured in March and construction well under way by the end of the year, with piling and excavation complete and substructure works in progress. Located at the prominent intersection of Sathorn and Narathiwas Roads adjacent to the Chong Nonsi Skytrain station, Sathorn Square is a state-of-the-art Grade A office tower, with upscale shops and fine dining at the podium levels facing the historic Russian Embassy complex across a landscaped canal. With efficient, column-free floor plates, generous ceiling height of almost 3 metres, and the latest in green energy-saving features, Sathorn Square will be Bangkok’s most modern and sought-after business address when it opens in 2010. 26

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

BANGKOK

W Bangkok ®–‡ªìπ‚√ß·√¡√–¥—∫À√Ÿ¢π“¥ 400 ÀâÕß ∑’Ë º π«°°— ∫ Õ“§“√ ∂“π∑Ÿ µ √— ∞ ‡´’ ¬ ‡¥‘ ¡ ´÷Ë ß ‡ªì π Õ“§“√∑’Ë ¡’ ∂“ªí µ ¬°√√¡‚¥¥‡¥à π ·≈–¡’ §ÿ ≥ §à “ ¥â “ πª√–«— µ‘ » “ µ√å ‚√ß·√¡®–∂Ÿ°ÕÕ°·∫∫„Àâ¡§’ «“¡°≈¡°≈◊π°—∫Õ“§“√ ”π—°ß“π “∑√ ·§«√å ´÷Ë ß µ—È ß Õ¬Ÿà ∫ √‘ ‡ «≥À— « ¡ÿ ¡ ∂ππ “∑√·≈–∂ππ π√“∏‘«“ √“™π§√‘π∑√å „π‡¥◊Õπ¡‘∂ÿπ“¬π ‚°≈‡¥âπ·≈π¥å ‰¥â‡¢â“√à«¡∑ÿπ°—∫ Õ‘ ∑‘∏¡“√å ‚Œ‡µÁ≈ ‡Õø·´¥Õ’ ¢Õßª√–‡∑»¥Ÿ‰∫ ·≈–®—¥µ—ßÈ ∫√‘…∑— πÕ√å∑ “∑√ ‚Œ‡µÁ≈ ®”°—¥ ¢÷Èπ ‚¥¬∫√‘…—∑√à«¡∑ÿππ’È‡´Áπ —≠≠“ °“√∫√‘À“√®—¥°“√‡æ◊ËÕ‡ªî¥‚√ß·√¡¿“¬„µâ™◊ËÕ çW Bangkoké ´÷Ëß‡ªìπ‡§√◊Õ‚√ß·√¡√–¥—∫À√ŸÀ√“ ·≈–‡µ‘∫‚µÕ¬à“ß√«¥‡√Á«∑—Ë«‚≈° ¿“¬„µâ‡§√◊Õ‚√ß·√¡ W ´÷Ëß √â“ß √√§å°“√¥’‰´πåÕ¬à“ß ‡√’¬∫ßà“¬ ·µà¡’‡Õ°≈—°…≥å‚¥¥‡¥àπ∑’Ë “¡“√∂¥÷ß¥Ÿ¥„®§π∑—Ë«‚≈° ‚√ß·√¡ W Bangkok ¬—ßª√–°Õ∫‰ª¥â«¬ ‘ËßÕ”π«¬§«“¡ –¥«° µà“ßÊ Õ’°¡“°¡“¬ ‡™àπ ÀâÕß®—¥‡≈’È¬ß∑’Ë°«â“ß¢«“ß ‚Õà‚∂ß √â“π Õ“À“√™—πÈ π”, »Ÿπ¬åÕÕ°°”≈—ß°“¬ ·≈– ª“ ÿ¥À√Ÿ∑®’Ë –‡µÁ¡‰ª¥â«¬ ¡“µ√∞“π‡Àπ◊Õ√–¥—∫ æ√âÕ¡®–µâÕπ√—∫·¢°®“°∑—Ë«‚≈°„πªï 2554 W Bangkok, a 400 - room luxury hotel incorporating the historic landmark Russian Embassy complex, forms a perfect counterpoint to the adjacent Sathorn Square at the corner of Sathorn and Narathiwas Roads. In June, Golden Land entered into a joint venture with Istithmar, the investment arm of Dubai World, under which Istithmar Hotels FZE and Golden Land will jointly undertake the development and ownership of the W Bangkok. Later in the year, the joint venture entered into a management agreement to operate the hotel as the “W Bangkok,” part of the fastest growing luxury hotel brand in the world. In addition to the W brand’s signature sleek design and cosmopolitan ambience, the W Bangkok will offer a wide range of superior facilities including extensive meeting space, restaurants and bars, fitness centre and a signature spa, and will set a new standard of luxury and sophistication when it opens in 2011.

27 Annual Report 2007 Golden Land Property Development Public Company Limited

√ÿ ª ¢â Õ ¡Ÿ ≈ ∑ “ ß ° “ √ ‡ ß‘ π ¢ Õ ß ∫ √‘ …— ∑

Financial Data of The Company

∞“π–°“√‡ß‘π ≥ «—π∑’Ë 31 ∏—π«“§¡ 2550

Financial Statement as of 31 December 2007

Àπà«¬: æ—π∫“∑ Unit : Thousand Baht

‘π∑√—æ¬å√«¡ / Total Assets Àπ’È ‘π√«¡ / Total Liabilites ∑ÿπ®¥∑–‡∫’¬π / Registered Capital ∑ÿπ™”√–·≈â« / Paid-up Capital à«π¢ÕßºŸâ∂◊ÕÀÿâπ / Shareholder’s Equity º≈°“√¥”‡π‘πß“π / Operating Performance √“¬‰¥â√«¡ / Total Revenue µâπ∑ÿπ·≈–§à“„™â®à“¬√«¡ / Total Costs and Expenses °”‰√°àÕπ√“¬°“√æ‘‡»… / Net Profit Before Extra Ordinary Items √“¬°“√æ‘‡»… / Extra Ordinry Items °”‰√ (¢“¥∑ÿπ) ÿ∑∏‘ / Net Profit (Loss)

2550 / 2007 12,798,054 6,084,560 7,087,821 6,300,821 6,713,494

2549 / 2006 12,584,510 6,659,073 7,087,821 6,300,821 5,925,437

2548 / 2005 13,328,766 7,556,926 7,087,821 6,300,821 5,771,840

3,758,639 2,902,719 855,920 31,775 824,145

3,668,106 3,382,649 285,457 14,324 271,133

2,722,598 2,702,687 19,911 322,421 (302,510)

10.65 10.00 1.31 0.05

9.40 10.00 0.43 -

9.16 10.00 (0.48) -

Õ—µ√“ à«π∑“ß°“√‡ß‘π / Financial Ratio ¡Ÿ≈§à“µ“¡∫—≠™’µàÕÀÿâπ (∫“∑) / Book value per share (Baht) ¡Ÿ≈§à“∑’Ëµ√“‰«âµàÕÀÿâπ (∫“∑) / Par value (Baht) °”‰√ ÿ∑∏‘µàÕÀÿâπ (∫“∑) / Earnings per share (Baht) ‡ß‘πªíπº≈µàÕÀÿâπ (∫“∑) / Dividend per share (Baht) ¢âÕ¡Ÿ≈∫√‘…∑—

º≈°“√¥”‡π‘πß“π

Financial Data of the Company

Operating Performance

2550 / 2007

2548 / 2005

13.33

12.58 12.80

2550 / 2007

2549 / 2006

2548 / 2005

4 3

2.70 (0.30) 0.27 0.82

5.77 5.93 1

2 0

3.38 2.90

2.72

3.67

3.76

6.71

6.30 6.30

6.30

7.09 7.09

7.09

7.56 6.66

6.08

à«π¢ÕßºŸâ∂◊ÕÀÿâπ Shareholderûs Equity

∑ÿπ™”√–·≈â« Paid-up Capital

∑ÿπ®¥∑–‡∫’¬π Registered Capital

Àπ’È ‘π√«¡ Total Liabilities

‘π∑√—æ¬å√«¡ Total Assets 28

√“¬ß“πª√–®”ªï 2550 ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

-1

√“¬‰¥â√«¡ Total Revenue

µâπ∑ÿπ·≈–§à“„™â®à“¬ °”‰√ (¢“¥∑ÿπ) ÿ∑∏‘ Total Costs and Expenses Net Profit (Loss)

¢â Õ ¡Ÿ ≈ ∑—Ë « ‰ ª ¢ Õ ß ∫ √‘ …— ∑

General Information

™◊ËÕ ∫√‘…—∑ ·ºàπ¥‘π∑Õß æ√ÁÕæ‡æÕ√åµ’È ¥’‡«≈≈Õª‡¡âπ∑å ®”°—¥ (¡À“™π)

Name Golden Land Property Development Public Company Limited Head Office

∑’ËÕ¬Ÿà ”π—°ß“π„À≠à ™—Èπ 8 Õ“§“√‚°≈‡¥âπ·≈π¥å 153/3 ´Õ¬¡À“¥‡≈Á°À≈«ß 1 ∂ππ√“™¥”√‘ ·¢«ß≈ÿ¡æ‘π’ ‡¢µª∑ÿ¡«—π °√ÿß‡∑æ¡À“π§√ 10330 ‚∑√»—æ∑å 0 2652 1111 À√◊Õ 0 2652 1401 ‚∑√ “√ 0 2652 1500 Website: www.goldenlandplc.com E-mail: info@goldenlandplc.com

8th Fl., Goldenland Building, 153/3 Soi Mahardlekluang 1,

®¥∑–‡∫’¬π‡ªìπ∫√‘…—∑¡À“™π «—π∑’Ë 17 ¡‘∂ÿπ“¬π 2537 (∫¡®. ‡≈¢∑’Ë 0107537002273)

Public Company Registration

ª√–‡¿∑∏ÿ√°‘® æ—≤π“Õ —ßÀ“√‘¡∑√—æ¬å

Type of Business

∑ÿπ®¥∑–‡∫’¬π 7,087,820,690 ∫“∑ ª√–°Õ∫¥â«¬Àÿπâ “¡—≠ 708,782,069 Àÿπâ Àÿâπ≈– 10.00 ∫“∑

Registered Capital

∑ÿπ™”√–·≈â« 6,300,820,690 ∫“∑ ª√–°Õ∫¥â«¬Àÿπâ “¡—≠ 630,082,069 Àÿπâ Àÿâπ≈– 10.00 ∫“∑

Paid-up Share Capital

Rajdamri Road, Kwaeng Lumpini, Khet Pathumwan, Bangkok 10330 Tel:

66 2652 1111 or 66 2652 1401

Fax:

66 2652 1500

Website: www.goldenlandplc.com E-mail:

info@goldenlandplc.com

June 17, 1994 (PLC no. 0107537002273)

Real Estate and Property Development

Baht 7,087,820,690 consisting of 708,782,069 shares at Baht 10 par value

Baht 6,300,820,690 consisting of 630,082,069 shares at Baht 10 par value

29 Annual Report 2007 Golden Land Property Development Public Company Limited

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Other Reference Persons

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Security Registrar Thailand Securities Depository Co., Ltd. 62 The Stock Exchange of Thailand Building Rachadapisek Road, Klongtoey, Bangkok 10110 Tel:

66 2229 2800

Fax:

66 2359 1259

Auditor

ºŸâ Õ∫∫—≠™’ ∫√‘…—∑ ‡§æ’‡ÕÁ¡®’ ¿Ÿ¡‘‰™¬ Õ∫∫—≠™’ ®”°—¥ ™—Èπ 48 ‡ÕÁ¡‰æ√å∑“«‡«Õ√å 195 ∂ππ “∑√„µâ °√ÿß‡∑æœ 10120 ‚∑√»—æ∑å 0 2677 2000 ‚∑√ “√ 0 2677 2222 ‚¥¬ 1. π“¬ ÿæ®πå ‘ßÀå‡ πàÀå ºŸâ Õ∫∫—≠™’√—∫Õπÿ≠“µ‡≈¢∑’Ë 2826 2. π“ß “«π‘µ¬“ ‡™…∞‚™µ‘√ ºŸâ Õ∫∫—≠™’√—∫Õπÿ≠“µ‡≈¢∑’Ë 4439 3. π“ß “««√√≥“æ√ ®ßæ’√‡¥™“ππ∑å ºŸâ Õ∫∫—≠™’√—∫Õπÿ≠“µ‡≈¢∑’Ë 4098

KPMG Phoomchai Audit Ltd.

∑’Ëª√÷°…“°ÆÀ¡“¬ / Legal Counsellor

Legal Counsellor

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Baker & Mckenzie Ltd.

”π—°ß“π°ÆÀ¡“¬ ‡¥™Õÿ¥¡ ·Õπ¥å ·Õ ‚´´‘‡Õ∑ å 942/142-3 Õ“§“√™“≠Õ‘ √– 1, ™—Èπ 9 ∂ππæ√–√“¡ 4 °√ÿß‡∑æœ 10500 ‚∑√»—æ∑å 0 2233 0055, 0 2233 0068 ‚∑√ “√ 0 2236 6681, 0 2233 0227 ∫√‘…—∑ ”π—°¿“…’·≈–°ÆÀ¡“¬ ‡§æ’‡ÕÁ¡®’ ¿Ÿ¡‘‰™¬ ®”°—¥ ™—Èπ 48 ‡ÕÁ¡‰æ√å∑“«‡«Õ√å 195 ∂ππ “∑√„µâ °√ÿß‡∑æœ 10120 ‚∑√»—æ∑å 0 2677 2000 ‚∑√ “√ 0 2677 2441 ∫√‘…—∑ ‡¿“ ·Õπ¥å ·Õ ‚´´‘‡Õ∑ å ≈Õ«å ÕÕøøî´ ®”°—¥ 2 Õ“§“√ ’≈¡‡´Áπ‡µÕ√å ™—Èπ 20 ∂ππ ’≈¡ ·¢«ß ÿ√‘¬«ß»å ‡¢µ∫“ß√—° °√ÿß‡∑æœ 10500 ‚∑√»—æ∑å 0 2632 6697-8, 0 2632 6795 ‚∑√ “√ 0 2238 2574, 0 2632 6796 30

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48th Floor, Empire Tower, 195 South Sathorn Road, Bangkok 10120 Tel:

66 2677 2000

Fax:

66 2677 2222

By:

1. Mr. Supot Singhasaneh Auditor License No. 2826 2. Ms. Nittaya Chetchotiros Auditor License No. 4439 3. Ms. Vannaporn Jongperadechanon Auditor License No. 4098

25th Floor, Abdulrahim Place, 990 Rama IV Road, Silom, Bangrak, Bangkok, Thailand 10500 Tel:

66 2636 2000

Fax:

66 2636 2111

Dej-Udom & Associates Attorneys-At-Law 942/142-3 Charn Issara Tower 1, 9th Floor, Rama IV Road, Bangkok 10500 Tel:

66 2233 0055

Fax:

66 2236 6681

KPMG Phoomchai Tax & Legal Ltd. 48th Floor, Empire Tower, 195 South Sathorn Road, Bangkok 10120 Tel:

66 2677 2000

Fax:

66 2677 2441

Pow & Associates Law Office Ltd. 20th Floor, Silom Center Bldg., No. 2 Silom Road, Bangrak, Bangkok 10500 Tel:

66 2632 6697-8

Fax:

66 2238 2574

Shareholding and Management Structure LIST OF MAJOR SHAREHOLDERS The Company’s top ten largest shareholders as of 28th December, 2007 are as follows: No.

Name Thai NVDR Company Limited

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

DBS Vickers Securities (Singapore) Pte Ltd Morgan Stanley & Co International Limited Goldman Sachs International Clearstream Nominees Ltd. Thailand Securities Depository Co., Ltd. for Depositors Ayudhya Allianz C.P. Life Public Company Limited TFB For MFC-Thai Fund Investment Plan Societe Generale Bank & Trust, Singapore Branch J.P. Morgan Bank Luxembourg S.A.6 Total Thai Shareholders Foreign Shareholders Total

Number of Shares

% Total Shares

231,810,115 151,209,026 58,970,999 32,525,424 16,606,626 20,439,451 10,969,600 9,352,900 8,818,500 8,557,633 523,167,274 321,341,856 308,740,213 630,082,069

36.790 23.998 9.359 5.162 2.636 2.570 1.741 1.484 1.400 1.358 86.498 51.00 49.00 100.00

Major Shareholder Group - None -

Dividend Policy The Company’s policy is to pay dividends at a rate of no more than 60% of the Company’s net profit each year. The payment of dividends will, nonetheless, depend on economic conditions, operating profits, investment plans, and other relevant factors. The resolution of the Board of Directors regarding the payment of dividends will be proposed to a shareholders’ meeting for approval.

MANAGEMENT STRUCTURE The Management structure of the Company comprises of the Board of Directors and other board committees, which are the Board of Directors, Executive Committee, Audit Committee and Compensation Committee. Details of each are as follows:

BOARD OF DIRECTORS All board members must meet the qualifications set by relevant laws, regulations of the Stock Exchange of Thailand,

and the Securities and Exchange Commission. The Company’s Board of Directors consists of directors, at a minimum of 5 persons, elected under the Company’s Articles of Association. As of 1st March, 2008, the Board of Directors had nine members, which were 3 Executive Directors, 3 Non-Executive Directors, and 3 Independent Directors who were also members of the Audit Committee.

120

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Members of the Board of Directors No.

Name

Position

1. Khunying Sasima Srivikorn

Chairwoman of the Board and Authorized Director

2. Mr. William John Wilfong

Authorized Director / Chief Executive Officer

3. Mr. Sahat Tantikun

Authorized Director / Chief Operating Officer & President - Housing

4. Mr. Chow Kwai Cheung

Director

5. Ms. Christina Lam Yim King

Director

6. Mr. Christopher Michael Delaney

Director

7. Dr. Boonserm Weesakul

Independent Director / Chairman of the Audit Committee

8. Prof. Krisda Arunvongse

Independent Director / Member of the Audit Committee

9. Pol. Sub. Lt. Kriengsak Lohachala

Independent Director / Member of the Audit Committee

Mr. Vanchai Sriherunrusmee was appointed as Director and Chief Financial Officer on 4th January, 2006 and resigned from the positions of Director and Chief Financial Officer effective as of 31st December, 2007.

Directors and Management Profiles as at 1st March, 2008

Khunying Sasima Srivikorn Position

• Chairwoman of the Board

Age

• 70 years

Education

• Master of Public Administration (MPA), Harvard University, U.S.A.

Governance Training of IOD

• None

Other Current Positions

• Executive Chairman, Thailand Carpet Manufacturing Public Company Limited • Director, Thai German Ceramic Industry Public Company Limited • Vice Chairman, President Hotel and Tower Company Limited

Past Positions

• Director, Thai Airways International Public Company Limited

Shareholding as at Dec. 28, 07

• 2,990,227 shares

Relationship with Management

• None

Mr. William John Wilfong Position

• Director / Chief Executive Officer

Age

• 46 years

Education

• Master of Business Administration, Real Estate and International Business, Walter A. Haas School of Business, University of California at Berkeley • Bachelor of Arts, History, Columbia College, Columbia University, New York, N.Y.

Governance Training of IOD

• Director Certificate Program (DCP) from Thai Institute of Directors Association

Past Positions

• Senior Vice President, Millenia Hotel Private Limited, Singapore • Senior Vice President, Pontiac Marina Private Limited, Singapore • Director of Operations, Realty-Vest Financial Corporation, New York, N.Y.

Shareholding as at Dec. 28, 07

• 100,000 shares

Relationship with Management

• None

121 Annual Report 2007 Golden Land Property Development Public Company Limited

Mr. Sahat Tantikun Position

• Director / Chief Operating Officer & President - Housing

Age

• 50 years

Education

• Master of Business Administration, Finance & Banking, University of North Texas, U.S.A. • Bachelor of Engineering, Civil Engineering, Chulalongkorn University, Bangkok

Governance Training of IOD

• Director Accreditation Program (DAP) 38/2005 from Thai Institute of Directors Association

Past Positions

• President, SC Asset Corporation Public Company Limited • Managing Director, Eastern Star Real Estate Public Company Limited • Managing Director, Rasika Property Company Limited • Managing Director, Tararom Enterprise Public Company Limited

Shareholding as at Dec. 28, 07

• None

Relationship with Management

• None

Mr. Chow Kwai Cheung Position

• Director

Age

• 65 years

Education

• Post-secondary

Governance Training of IOD

• None

Other Current Position

• Director, New World Development Company Limited (a listed company in Hong Kong)

Shareholding as at Dec. 28, 07

• None

Relationship with Management

• None

Ms. Christina Lam Yim King Position

• Director

Age

• 54 years

Education

• Bachelor Degree in The University of Hong Kong

Governance Training of IOD

• None

Other Current Position

• Assistant to Managing Director, New World Development Company Limited (a listed company in Hong Kong)

Shareholding as at Dec. 28, 07

• None

Relationship with Management

• None

Mr. Christopher Michael Delaney Position

• Director

Age

• 61 years

Education

• Graduate, Financial Management, Cornell University, New York, U.S.A. • Associate Member, Institute of Transport, U.K.

Governance Training of IOD

• None

Past Positions

• Consultant to Diethelm (DKSH) • Director, Somkid Gardens Ltd.

122

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• Founder / CEO, Siam Food Services Ltd. Shareholding as at Dec. 28, 07

• 75,000 shares

Relationship with Management

• None

Dr. Boonserm Weesakul Position

• Director / Independent Director / Chairman of the Audit Committee

Age

• 74 years

Education

• Ph.D. (Statistics), University of Western Australia • M.A. (Statistics), Columbia University • B.Sc. (Honors), M.Sc. (Physics), Liverpool University

Governance Training of IOD

• None

Other Current Positions

• President Emeritus, Dhurakijpundit University • Board Director, Srivikorn School and Srivikorn Business School • Independent Director & Chairman of the Audit Committee, Thailand Carpet Manufacturing Public Company Limited

Past Positions

• President, Dhurakijpundit University • Vice President for Administration, National Institute of Development Administration • Governor of Provincial Water Authority • Director of Mass Communication Organization of Thailand

Shareholding as at Dec. 28, 07

• None

Relationship with Management

• None

Prof. Krisda Arunvongse Position

• Director / Independent Director / Member of the Audit Committee

Age

• 76 years

Education

• M. Arch, Massachusetts Institute of Technology (M.I.T.), U.S.A. • B. Arch, Massachusetts Institute of Technology (M.I.T.), U.S.A.

Governance Training of IOD

• None

Other Current Position

• Chairman of the Board, Casa Co., Ltd.

Past Positions

• Governor of Bangkok • Deputy Governor of Bangkok • Dean of the Faculty of Architecture, Chulalongkorn University

Shareholding as at Dec. 28, 07

• None

Relationship with Management

• None

Pol. Sub. Lt. Kriengsak Lohachala Position

• Director / Independent Director / Member of the Audit Committee

Age

• 65 years

Education

• Master of Public Administration, Kent State University, U.S.A. • Bachelor of Law, Thammasat University, Bangkok

Governance Training of IOD

• Director Accreditation Program (DAP) from Thai Institute of Directors Association

Past Positions

• Permanent Secretary of Bangkok Metropolitan Administration 123 Annual Report 2007 Golden Land Property Development Public Company Limited

• Deputy Permanent Secretary of Bangkok Metropolitan Administration • Director of Social Welfare Department, Bangkok Metropolitan Administration Shareholding as at Dec. 28, 07

• None

Relationship with Management

• None

Mr. Tasporn Guptarak Position

• Group Financial Controller

Age

• 41 years

Education

• M.A., Economics, New York University, U.S.A. • B.A., Economics, Thammasat University, Bangkok

Governance Training of IOD

• None

Past Positions

• Vice President-Finance, K-Tech Construction Public Company Limited • Chief Financial Officer, F&B Foodservices Co., Ltd.

Shareholding as at Mar. 1, 08

• None

Relationship with Management

• None

Independent directors are those people who : 1. Own not more than 0.5% of the total voting shares in the Company, in the Company’s subsidiaries, in corporate joint ventures, or juristic people who are in a potential conflict of interest with the Company (including related parties, according to article 258 of the legislation concerning securities and the stock exchange). 2. Has no part to play in the Company’s management, are not hired, nor employees, nor regular salaried consultants, nor have any form of control over the Company, over the Company’s subsidiaries, over corporate joint ventures, and are not juristic people in a potential conflict of interest with the Company, nor have had any interest, gain, or loss from the connections above-mentioned for at least one year. 3. Has no business relations, nor any interest, gain, or loss, directly or indirectly, financially or administratively, with the Company, the Company’s subsidiaries, corporate joint ventures, or juristic persons who are in a potential conflict of interest with the Company. 4. Is not closely related to the management or the major shareholders of the Company, the Company’s subsidiaries, corporate joint ventures, or juristic persons who are in a potential conflict of interest with the Company, nor are representing the interest of any director or major shareholder. 5. Is able to regularly attend meetings of the Board of Directors to monitor operational results and offer views leading to decisions on affairs of the Company. The Company’s Board of Directors consists of : • Executive Directors who are involved in the day-to-day operations and are the authorized directors. • Non-Executive Directors who are: -

Independent Directors - defined as directors who do not hold any positions in the management and are not employees of the company. They must not be executive directors or authorized directors. They must be independent of any major shareholders, their management, and any other related persons. They have the responsibility to determine matters that may effect the equitable treatment of shareholders. They are also responsible for considering any transactions that may lead to a conflict of interest between a listed company and related persons.

124

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Outside Directors - defined as directors who do not hold any position in the management or/and are not employees of the company. They must not represent any major shareholders but they may represent stakeholders, such as customers, suppliers, or creditors, etc.

SCOPE OF DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS The Board of Directors shall perform their duties and carry on the business of the Company in accordance with the laws, the Company’s objectives and the Articles of Association as well as the resolutions of shareholders’ meetings, and shall also be authorized to engage in any activities as prescribed in the Memorandum or those related thereto. The Board of Directors may assign one or more persons to carry out any activities on behalf of the Board of Directors. No authorization shall entitle the grantee to consider and approve transactions that may cause a conflict of interest between the grantee or any related person or interested person.

AUTHORIZED DIRECTORS Directors authorized to sign on behalf of the Company are Mr. William John Wilfong, Mr. Sahat Tantikun, Khunying Sasima Srivikorn, any two of these three directors jointly sign with Company’s seal being affixed.

DIRECTOR SELECTION The members of the Board of Directors shall select persons with suitable knowledge and attributes to become Directors of the Company by recommending such persons for nomination at a shareholders’ meeting for approval in accordance with the following criteria and procedures: 1. Each shareholder shall have one vote for each share that he holds; 2. A shareholder shall exercise the right to elect one or more persons to be members of the Board of Directors; provided, however, that a vote shall not be divisible; 3. Nominated candidates who have the most votes shall be elected to the Board of Directors in respective order up to the number of directors to be elected at that time. In case of two or more candidates having an equality of votes, exceeding the number of directors vacancy at that time, the Chairman shall have a casting vote in order to reach the number of directors to be elected at that time. Therefore all shareholders have a right to select a director by attending the shareholders’ meeting and voting in accordance with the Articles of Association. At every annual general meeting, one-third of the directors, or, if their number is not a multiple of three, then the number nearest to one-third, shall retire from office. In every subsequent year, one-third, or if their number is not a multiple of three, then the number nearest to one-third of the directors who have been in office the longest shall retire. A Director who retires by rotation may be eligible for re-appointment. In the event that there is any vacancy in the Board of Directors which has occurred other than by retirement by rotation, the Board of Directors shall elect a person who is qualified and not prohibited by law to fill the vacancy at the subsequent Board of Directors’ meeting, except in the event that the period of time the Director is entitled to retain his/her office is less than 2 months. The resolution of the Board of Directors shall consist of at least three-quarters of the votes of the remaining directors. The person who is elected to fill the vacancy shall remain in office only for such period of time as the predecessor director was entitled to remain in office. The shareholders’ meeting may adopt a resolution to dismiss any director by three-quarters of the votes of all shareholders attending the meeting and entitled to vote, with the total number of votes not less than one half of all shares held by the shareholders attending the meeting and entitled to vote.

125 Annual Report 2007 Golden Land Property Development Public Company Limited

EXECUTIVE COMMITTEE No.

Name

Position

1. Mr. William John Wilfong

Chairrman of the Executive Committee

2. Mr. Sahat Tantikun

Member

3. Ms. Christina Lam Yim King

Member

4. Mr. Snehal Amin

Member

5. Mr. George Robinson

Member

6. Mr. Christopher Michael Delaney

Member

SCOPE OF DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE The Executive Committee has the power, duty and responsibility to manage on a day-to-day basis the Company’s administrative activities and transactions and assist the Board of Directors, as follows: 1. To oversee the business operations of the Company as directed by the Board of Directors. 2. To propose policies, operation plans, and guidelines for operating the business of the Company to the Board of Directors. 3. To screen and submit for the approval of the Board of Directors any strategic matters that are beyond their granted authority. The Executive Committee does not have the power to approve any transaction (i) which may cause a conflict of interest against the Company or its subsidiary companies; or (ii) in which the interest held by any member or related party of the Executive Committee is in conflict with the Company or its subsidiary companies in accordance with applicable rules and regulations of the SET. Typically, these transactions need the consideration and approval of the Board of Directors and/ or a shareholders’ meeting in accordance with the Articles of Association of the Company and subject to applicable laws.

SELECTION OF THE EXECUTIVE COMMITTEE MEMBERS The Board of Directors is empowered to appoint the member of the Executive Committee.

AUDIT COMMITTEE The Audit Committee consists of 3 Independent Directors, which are non-executive directors, being the

representative of the Company’s directors in follow-up and review of the Company’s business operation, quality system practice, and corporate governance practice which is a part of the quality system. Their responsibility also includes recommendation as necessary for improvement of operation and quality system, in order to ensure suitability, adequacy, and efficiency of both the operating and quality systems. The Audit Committee serves for a 3 year term that will end on 11th February, 2009. In 2007, the Audit Committee held 4 meetings which were regular meetings, details are as follows: No.

Name

Position

No. of

Attendance

Meetings 1. Dr. Boonserm Weesakul

Chairman of the Audit Committee

2. Prof. Krisda Arunvongse

Audit Committee Member

3. Pol. Sub. Lt. Kriengsak Lohachala

Audit Committee Member

The Internal Audit Manager is the secretary to the Audit Committee.

126

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SCOPE OF DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE The areas of responsibility and duties of the Audit Committee and its accountability to the Board of Directors of the Company are as follows: 1. To review the sufficiency and credibility of the Company’s financial reports. 2. To review the adequacy and efficiency of the Company’s internal controls and internal audit. 3. To consider, select and nominate the Company’s auditors and to propose their remunerations. 4. To ensure that the Company complies with the securities and exchange laws, the regulations of the Stock Exchange, or the laws relating to the Company’s business. 5. To prepare a report of the Company’s performance in its supervisory role and to disclose it in the Company’s annual report. 6. To perform any other functions as may be assigned by the Company’s Board of Directors. 7. To consider compliance with all related transaction disclosures, or conflict-of-interests disclosures.

SELECTION OF THE AUDIT COMMITTEE MEMBERS The Board of Directors is responsible for appointing the members of the Audit Committee.

COMPENSATION COMMITTEE No.

Name

Position

1. Dr. Boonserm Weesakul

Chairman of the Compensation Committee

2. Prof. Krisda Arunvongse

Member

3. Pol. Sub. Lt. Kriengsak Lohachala

Member

4. Mr. Christopher Michael Delaney

Member

SCOPE OF DUTIES AND RESPONSIBILITIES OF THE COMPENSATION COMMITTEE The Compensation Committee is responsible for advising on policies and the rules concerning remunerations for the Board of Directors, the Chief Executive Officer, the Executive Officers and Committees appointed by the Board of Directors which include establishing annual remuneration, annual salary adjustments, for the Chief Executive Officer and the Executive Officers.

SELECTION OF THE COMPENSATION COMMITTEE MEMBERS The Board of Directors is responsible for appointing the members of the Compensation Committee.

DIRECTORS’ REMUNERATION • Remuneration in Cash At the 2007 Annual General Meeting of Shareholders, the shareholders approved the remunerations of the directors as proposed by the Company’s Board of Directors. From 2006 onwards, Non-Executive Directors have received Baht 20,000 per meeting attendance and Members of the Audit Committee have received Baht 50,000 per Audit Committee member (in addition to their regular payment as directors).

127 Annual Report 2007 Golden Land Property Development Public Company Limited

In 2007, the remuneration for Non-Executive Directors and Members of the Audit Committee were as follows: Name / Position

1. Dr. Boonserm Weesakul

Director’s

Audit Committee’s

Remuneration

Bonus

Total

(Baht)

120,000

50,000

170,000

100,000

50,000

150,000

100,000

50,000

150,000

20,000

80,000

Director/Chairman of the Audit Committee 2. Prof. Krisda Arunvongse Director/Audit Committee Member 3. Pol. Sub. Lt. Kriengsak Lohachala Director/Audit Committee Member 4. Mr. Chow Kwai Cheung Director 5. Ms. Christina Lam Yim King Director 6. Mr. Christopher Michael Delaney Director

• Other Remuneration Remuneration as securities under ESOP Warrant 5 Years Project offered to directors and/or employees of the Company, details are as follows: 1. According to a resolution of the 9/2002 Annual General Meeting of Shareholders held on 14th May, 2002, the Company’s directors and employees were entitled to the allotment of 29,000,000 units of warrants. The Meeting of the Board of Directors No. 1/2003 held on 20th January, 2003 resolved to approve an allotment of warrants representing 28,183,335 units to the Company’s directors and/or employees. In summary ESOP Warrants (Year 2003) has expired since 20th January, 2007 with last exercise 200,000 units at the price of Baht 10.- on 2nd April, 2004. 2. According to a resolution of the Extraordinary General Meeting of Shareholders No. 1/2006 held on 21st December, 2006, the Company’s directors were entitled to the allocation of 47,250,000 units of warrants. Mr. William John Wilfong, Director and Chief Executive Officer is entitled to the allotment of 31,500,000 units of warrants.

MANAGEMENT’S REMUNERATION • Remuneration in Cash The Company paid remuneration to Executives for the year 2007 as follows:

Executives

Number

Salaries and Bonus (Baht)

50,752,280.33

• Other Remuneration Remuneration as the Company’s provident fund contributions paid to 13 executives during 2007 was Baht 1,130,424.

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NUMBER OF SHARES HELD BY THE BOARD OF DIRECTORS as at 28th December, 2007 Name Khunying Sasima Srivikorn Mr. William John Wilfong Mr. Sahat Tantikun Mr. Chow Kwai Cheung Ms. Christina Lam Yim King Mr. Christopher Michael Delaney Dr. Boonserm Weesakul Prof. Krisda Arunvongse Pol. Sub. Lt. Kriengsak Lohachala

Number of Common Stock Year 2007 Year 2006

Position Chairwoman of the Board Director Director Director Director Director Independent Director Independent Director Independent Director

2,990,227 100,000 75,000 -

2,990,227 50,000 500,000 65,000 -

Change

50,000 (500,000) 10,000 -

INFORMATION ABOUT THE COMPANYâ&#x20AC;&#x2122;S DIRECTORS AND EXECUTIVES Job titles of the Directors and Executives of the Company and its subsidiaries Name

1. 2. 3. 4. 5. 6. 7. 8. 9.

Khunying Sasima Srivikorn Mr. William John Wilfong Mr. Sahat Tantikun Mr. Chow Kwai Cheung Ms. Christina Lam Yim King Mr. Christopher Michael Delaney Dr. Boonserm Weesakul Prof. Krisda Arunvongse Pol. Sub. Lt. Kriengsak Lohachala

Remarks:

Remark :

2 3 4 5

6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

X,// // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // // / /

/ / / /

/ = Director // = Executive Director X = Chairwoman of the Board 1. = Golden Land Property Development Public Company Limited 2. = Baan Chang Estate Co., Ltd. 3. = Narayana Pavilion Co., Ltd. 4. = United Homes Co., Ltd. 5. = Sathorn Thong Co., Ltd. 6. = North Sathorn Realty Co., Ltd. 7. = Walker Homes Co., Ltd. 8. = Golden Land Development Co., Ltd. 9. = S.R.E.F. (Managers) Co., Ltd. 10. = Sathorn Supsin Co., Ltd. 11. = Golden Land (Mayfair) Co., Ltd. 12. = Ritz Village Co., Ltd. 13. = Golden Land (Retail) Co., Ltd. 14. = Golden Land Polo Co., Ltd. 15. = Golden Land (Nichada Thani) Co., Ltd. 16. = MSGL Property Co., Ltd. 17. = Golden Habitation Co., Ltd. 18. = Golden Property Services Co., Ltd. 19. = Grand Paradise Property Co., Ltd. 20. = Grand Mayfair Co., Ltd. S.R.E.F. (Managers) Co., Ltd. registered the dissolution with the Ministry of Commerce on 1st October, 2007 and the liquidation has been completed on 20th December, 2007.

129 Annual Report 2007 Golden Land Property Development Public Company Limited

Good Corporate Governance 1.

Rights of Shareholders The Company recognizes the importance of Good Corporate Governance as one of the keys that all the shareholders

have equal rights. The Company conducts its shareholders’ meetings in accordance to the legal framework i.e. The Stock Exchange of Thailand (SET), The Securities and Exchange Commission (SEC) as well as its own Articles of Association as follows: (1) In 2007 the Company arranged the shareholders’ meeting, the Annual General Meeting of Shareholders (AGM) No. 14/2007, on 26th April, 2007 at The InterContinental Hotel. A total of 6 members of the Board of Directors attended the AGM including the Chairwoman of the Board presiding as Chairwoman of the AGM and the Chairman of the Audit Committee. A notice of invitation to attend the AGM, together with supporting information concerning the matters on the agenda, the Board’s opinions on each matter on the agenda, the minutes of the previous year’s AGM, a copy of the previous fiscal year’s annual report, copies of relevant information and a copy of proxy were sent to all shareholders 14 business days in advance to enable shareholders to have sufficient information to make sound decisions on the various issues proposed for consideration. The Company initiated a policy whereby shareholders could appoint the independent directors to act as their proxy in the event that they were unable to attend the meeting. (2) The comply with the Principles of Good Corporate Governance for Listed Companies in 2006, the Company has granted the right to minority shareholders to propose items to be included on the agenda and to make preliminary nomination of candidates for directorship in advance via the Company’s website http://www.goldenlandplc.com. (3) Shareholders may view information about meeting agenda items on the Company’s website before receiving the notice by mail. As a rule, the Company allows registration of shareholders at least an hour prior to each meeting. (4) Allocating a suitable period of time for the meeting, the Chairwoman conducts each meeting suitably and transparently, allowing thorough expression of views and queries before each ballot round, and summarizes meeting resolution(s) on each agenda item. (5) The Company regularly disseminates information to shareholders via the Stock Exchange of Thailand’s channel, media and publications, including its website.

Equitable Treatment of Shareholders The Company values and treats all shareholders fairly through the following actions: (1) Allowing each shareholder to propose agenda items for consideration at a shareholders’ meeting ahead of the

actual meeting date, announced to a investors via SET’s news portal and Company’s website. Criteria for agenda proposals and screening processes are clearly defined on the Company’s website. (2) Allowing each shareholder to propose director nominees who must meet the qualifications of Company directorship and must have given their consent. The Company announces the director nominee proposals to all investors via SET’s news portal and Company’s website ahead of the AGM. At the meeting, each director nominee is voted on individually. (3) Conducting the meeting in sequence of agenda items as specified in the notice and not adding agenda items without notifying shareholders in advance, so that shareholders may have enough time for data investigation before making their decisions. (4) Providing shareholders with a name of an Independent Director on the proxy form that can decide balloting directions, to encourage them to dictate how they want to vote. The proxy form serves as an option to appoint an Independent Director as their proxies. 130

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(5) Encouraging shareholders to use ballots. Voting tickets are provided for every agenda item, are collected at the meeting and then added up together with the pre-cast votes before announcing the resolution to the meeting. (6) Recording the minutes accurately and completely for delivery to all shareholders after sending them to the SET and SEC, 14 days after the meeting. The minutes of the meeting will also be posted on the Company’s website. (7) For fairness to shareholders, defining in writing the approach for confidential information retention and defining in writing the prevention of insider trading as part of good corporate governance practices. Also, notifying Directors and all employees, their spouses and children under legal age, and nominees, not to use inside information that is material to changes in Company share prices and not yet publicized in buying Company shares. The Company’s Board members and the executives are prohibited from making any transactions in regards to the Company’s shares from 3 weeks prior and 3 days post disclosure of the Company’s financial performance. (8) Under the Securities and Exchange Act, B.E. 2535 (1992), all Directors and the Management must report their Company’s shareholding when first appointed to the positions, and within three days of each transaction, to report to SEC.

Roles of Stakeholders The Company also puts great emphasis on the rights of the stakeholders, both internal as its employees, and external

as shareholders, investors, creditors, customers, partners, and external auditors. As its operational efficiency depends strongly on supports of various stakeholders, the Company is beholden to them in ensuring that these stakeholders enjoy their vested rights, in terms of their respective roles and duties, so as to ensure that the Company’s business activities will proceed smoothly and steadily, as well as to give all the concerned parties fair benefits. Examples include ensuring that shareholders and investors have equitable right to access the Company’s information, abiding by all agreement conditions given to its creditors, customers, and partners, facilitating the work of external auditors with its operational information, and ensuring fair contract with customers and partners, etc. The Company recognizes the right of all groups of stakeholders as follows:

• Shareholders Accurate disclosure of the Company’s material matters are made through appropriate channels, such as the Regular Set Information Management System (RSIMS), the Company’s website, newspapers, press releases, letters, etc.

• Customers The Company strives to ensure that highest quality of services and code of ethics are provided to customers at all times. Claims or suggestions from customers shall be reviewed and responded to prompty.

• Business Partners, Creditors and Debtors Treat business partners, creditors and debtors equitably and fairly while maximizing Company benefit but on the basis of equality and fairness to partners. Avoid conflicts of interest and honor outstanding obligations.

• Competitors The Company competes in the market fairly, in an appropriate manner, and in strict adherence to established ethics, avoid defamation of competitors through negative information or false accusations, and avoid illegal access of competitors’ confidential information.

• Employees The Company ensures that all employees are properly treated on an equitable and fair basis and enjoy appropriate remuneration. The Company also issues an employee’s manual for employees’ information about the Company’s policies, benefits and welfare. The Company has placed a high level of importance on the development of its human resources through offering professional development courses to help staff enhance their competencies to improve task execution and thus customer satisfaction.

131 Annual Report 2007 Golden Land Property Development Public Company Limited

• Society and Community Provide ongoing support for activities that are beneficial to the general public and instill a culture of being socially responsible for all staff levels.

• The Environment The Company has raised environmental awareness concerning the impact of our construction activities in nearby communities. To fulfill that purpose, the Company has complied with all applicable laws, rules, regulations, notifications and orders of related regulatory bodies such as the Pollution Control Division and the Ministry of Industry.

Information Disclosure and Transparency Information disclosure represents a vital principle of good corporate governance. The Company pays close attention

to the information that needs to be disseminated to SET and shareholders, particularly for its accuracy, adequacy, timeliness, and equitability. Information that has been disclosed consists of financial and non-financial information. According to the external auditor, financial information, particularly the reviewed/audited financial statements, is essentially accurate under generally accepted accounting principles. The reviewed/audited financial statements have also been endorsed by the Audit Committee and the Board of Directors before disclosure to shareholders. As regards non-financial information, the Company has disclosed connected transactions, management discussion and analyses, risk management information, and a CG report in the annual report and Form 56-1. The Company also discloses the roles and responsibilities of the Board and all committees, including the number of meetings and attendance of each director, and remuneration of the directors and management in the annual report. The Company always values the accuracy, completeness, timeliness, and transparency of information disclosure and is committed to its best practices.

Relationship with Investors The Board of Directors recognizes that prospective investors and other interested persons need to have access to information, whether financial or non-financial, relating to the Company. Accordingly, it has urged the management to ensure that the disclosure of information be true, accurate, reliable, regular and punctual. Investors may gain access to the information relating to the Company at the Regular Set Information Management System (RSIMS), the Company’s website, press releases, etc. The Company has not established an investor relations section but has assigned the Chief Executive Officer to act as its representative in meeting with investors, shareholders as well as analysts and related government sectors. The investors can contact for more information at Tel. 0-2652-1111 ext. 104.

Responsibilities of the Board, Structure and the Subcommittees Structure of the Board of Directors The Board of Directors comprises accepted knowledgeable and competent persons who are responsible for drawing

up corporate policy, and collaborating with top executives in making the operating plans both short-term and long-term. The Board shall have the responsibilities to draw up financial policy, risk management policy and the organization overview. Currently, the Board of Directors consists of nine members, which are three Executive Directors, three Non-Executive Directors, and three Independent Directors which are also members of the Audit Committee (The Company’s Independent Directors must always account for one-third of the Board.). Information on each director has been detailed on page 121-124 of the annual report.

132

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The Board has further established the following committees, the Audit Committee and Compensation Committee, to be responsible for their specific areas and report directly to the Board for its consideration. Subcommittees shall have the responsibilities as stated in the committee’s scope of duties and responsibilities on page 127 of the annual report. At present, the Company’s policy does not specify that the Chairman of the Board of Directors must be an independent director, as this might deprive the Company of people suitable to fill the position. The real estate business requires personnel with specialized skills and experience, in addition to broad vision and managerial expertise to maximize benefits for the Company, shareholders and stakeholders. The Company has made the separation of the roles and responsibilities of the Board of Directors and top executives. The Board shall be responsible for establishing the policies and overseeing the executives’ implementation of those policies. Top executives, on the other hand, shall be responsible for implementing the policies formulated the Board, and ensuring that these are carried out as planned. Therefore, the Chairman of the Board and the Chief Executive Officer shall not be the same person.

Duties and Responsibilities of the Chief Executive Officer (CEO) The CEO has the powers, duties and responsibilities in relation to the day-to-day business operations and management of the Company, including: (1) To supervise the administrative officers to perform their duties in accordance with the policies approved by the Board of Directors. (2) To monitor and supervise the financial officers, to determine efficient financial policies and to monitor their performance. (3) To consider general administrative policy. (4) To review the investments or proposals made by the management, other than those specified in the investment plans or policies set by the Board of Directors, in order to propose them to the Board of Directors for further consideration and approval. (5) To appoint the management, including to employ and to remove any employees/staff of the Company. The scope of duties of the CEO will not include any transaction in which the CEO is in conflict, or has any interest, as against the interest in whatever nature of the Company, or any of its subsidiaries in the light of the Stock Exchange of Thailand’s rules and regulations. Accordingly, such transactions must be proposed to the Board of Directors for consideration and approval.

Board of Directors Meetings Board of Directors meetings for each year are held at least once every 3 months. Other special meetings are held as required. Agendas are clearly stated before the meetings. The Company’s secretary sends out invitations attached with agenda documents to all directors, 7 days in advance, allowing the directors to review the information in advance of the meetings. In 2007, six Board of Directors meetings were held, with the minutes of each meeting recorded in writing. Meeting reports were approved by the Board of Directors and are available for inspection by directors and other concerned persons. Attendance for each director in 2007 are as follows:

133 Annual Report 2007 Golden Land Property Development Public Company Limited

Name

No. of meetings

Attendance

Khunying Sasima Sirivikorn

Mr. William John Wilfong

Mr. Sahat Tantikun *

Mr. Chow Kwai Cheung

Ms. Christina Lam Yim

Mr. Christopher Michael Delaney

Dr. Boonserm Weesakul

Prof. Krisda Arunvongse

Pol. Sub. Lt. Kriengsak Lohachala

10.

Mr. Vanchai Sriherunrusmee **

Appointed on 21st May, 2007

** Resigned on 31st December, 2007

Remuneration for the Board and Top Executives The Company sets remuneration for members of the Board and top executives at rates comparable to the listed companies or other top companies in the same industries. Remuneration for top executives is set by the Board of Directors, based on their responsibilities, performance, and the operating results of the Company. Details of remuneration for the Board of Directors as approved by the shareholders’ meeting, including the remuneration for the Audit Committee in 2007 are reported on an individual basis on page 128 of the annual report.

Board Self Assessment All Directors conducted self assessment together with that of the entire Board based on current best practice guidelines from the Stock Exchange of Thailand. The result of the self assessments by Directors and the Board as a group for the fiscal year 2007 performance was considered to be “good”.

Board and Management Training Corporate policy prescribes for directors and executives’ regular courses and training to enhance their knowledge and develop their competence, for the constant improvement of the Company’s operations. The Company’s directors and executives regularly upgrade themselves by attending seminars, meetings organized by the Thai Institute of Directors (IOD), SET and SEC. The Chairwoman of the Board will provide the Company’s information, nature of business and business operation guidelines, etc. to a new Director. The new executive will also receive the Company’s essential information for their tasks and duties, nature of business and its operations.

Company Secretary In recognizing the importance of the role of the company secretariat and to be in compliance with the guidelines as stipulated by the SEC and the SET, the Company has appointed Mr. Tasporn Guptarak as the company secretary, and is responsible as follows: (1) Coordinate and manage the various activities of the Board of Directors to ensure compliance with laws and regulations and resolution of the Shareholders’ meetings.

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(2) Provide advice to the Board regarding legal issues and the Company rules and regulations and ensure compliance with such rules and regulations. Report changes or amendments of such rules or regulations to the Board of Directors. (3) Ensure legal compliance and compliance of the Company’s internal guidelines. (4) Serve as a communications center and provide information to members of the Board, committees and external parties. (5) Coordinate between legal advisor and the financial auditor. (6) Oversee good corporate governance issues. (7) Prepare the minutes of the Board and Shareholders’ meetings within a reasonable time. (8) Prepare and file all concerned Board meetings and documents of Shareholders’ meetings and also coordinate with concerned parties. (9) Communicate with related regulatory agencies.

Conflict of Interest The Board of Directors has a clearly stated process to eliminate conflicts of interest amongst members of the Board during their terms in office. During any session when a conflict may arise, any affected Director is not permitted to attend or vote.

Business Ethics The Company has urged the Board of Directors, management, and employees to honestly, loyally and fairly perform their activities, duties and responsibilities for the benefit of the Company, for all interested persons and for the public.

The Balance of the Power of Governors and the Aggregation or Segregation of Positions The structure of the Board of Directors of the Company has been determined to be composed of the following:

The Composition of the Board of Directors • Executive Director

3 persons

• Non-Executive Director

6 persons

Consisting of: • Independent Director

3 persons

• Outside Director

3 persons

The Directors are free to make comments as well as object to any issues, based on their own viewpoints, with no intervention. Currently, one-third of the Board of Directors are Independent Directors. In all Board meetings, Directors remain free of undue influence and are not limited in any way they may wish to exercise their duties. The Company’s Board of Directors has efficiently overseen the effectiveness of the Company and protected the assets of the Company’s stakeholders.

System of Control and Internal Auditing As the Company views internal control as very important at the levels of both management and operations, it constantly reviews the duties and responsibilities of its executives in relation to the supervision and assessment of personnel in order to achieve a system of checks and balances. The internal control reviews also extend to a review of the financial reporting system whereby financial matters are directly reported to the executive officers in charge. 135 Annual Report 2007 Golden Land Property Development Public Company Limited

The Board of Directors also place emphasis on risk management. Discussions with the Company’s advisors have been made to analyze risk factors, establish risk prevention and management measures, and to ensure compliance with the relevant laws, notifications, rules and regulations.

Reporting by the Board of Directors The Board of Directors is responsible for the accuracy, completeness and transparency of the Company’s financial reports and non-financial reports that are disclosed to shareholders and investors. The Board of Directors has appointed the Audit Committee to review the sufficiency, credibility and objectivity of financial reporting and to review the adequacy and effectiveness of internal control and compliance with the Company’s policies and laws, as well as to consider and advise on the appointment of external auditors, including audit fees. The Board of Directors is of the opinion that the Company has prepared financial reports in accordance with normally accepted accounting standards. Sufficient information is disclosed, and no transaction is found that might materially affect the reports. The internal audit and control system is appropriate and effective, and applicable laws and regulations have been complied with.

136

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Nature of Operations Background Golden Land Property Development PLC (the “Company”) was established in 1978 to operate the business of property development. The Company was listed on the Stock Exchange of Thailand on 29th March, 1994 and converted from a private limited company into a public limited company on 17th June, 1994. Set out below are selected highlights of the Company’s performance during the past 3 years:

Year February 2005

Significant events The Company launched “The Infinity” project, the most luxurious six star condominium residence in Bangkok, and achieved the highest selling prices per square metre of any condominium in Bangkok. This 33 storey building contains 123 units with areas of 85-360 sq.m., located on prestigious Narathiwas Road near Sathorn Road

February 2005

The Company launched “Golden Legend” Phase 3 under the concept name of “The Palms”. The 35 houses, which have land areas of 100-350 sq.w., are designed in a Mediterranean style. Its location is in an exceptionally prime and prestigious area on Sathorn-New Road, located conveniently just five minutes from Sathorn Bridge.

October 2005

The Company redeemed Baht 1,100 million secured amortizing fixed-rate debentures issued in 2002.

May 2006

The Company’s subsidiary North Sathorn Realty Co., Ltd. successfully concluded a Baht 1,080 million syndicated loan for the development of The Infinity with Kasikorn Bank and Bank of Ayudhya.

June 2006

The last unit at The Infinity was sold, resulting in a 100% sell-out of this luxury condominium at prices of up to Baht 159,000 per square metre

October 2006

The Company agreed with the Crown Property Bureau to exchange its leasehold development site at Soi Polo for a 9 rai leasehold site at the intersection of Rama IV Road and Ratchadapisek Road.

January 2007

The Company’s subsidiary North Sathorn Realty Co., Ltd. reached agreement with the Crown Property Bureau on revisions to the lease terms for the 10 rai Sathorn Square site at the corner of Sathorn and Narathiwas Roads, including extension by 12 years of the final lease expiration including renewal to October 2070.

March 2007

The Company’s subsidiary North Sathorn Realty Co., Ltd. successfully concluded a Baht 1,860 million syndicated loan for the development of the Sathorn Square office tower with Kasikorn Bank, Bank of Ayudhya, Siam City Bank and TMB Bank.

May 2007

Gold Property Fund was successfully listed on the Stock Exchange of Thailand in a Baht 2,060 million initial public offering. Gold Property Fund and Company subsidiary Golden Land (Mayfair) Co., Ltd. entered into a long-term lease of the Mayfair Marriott Executive Apartments with options to purchase. The Company took and continues to own a stake of 33 percent of the shares of Gold Property Fund.

137 Annual Report 2007 Golden Land Property Development Public Company Limited

Year June 2007

Significant events The company entered into a joint venture agreement with Istithmar Hotels FZE of Dubai for the development of the luxury hotel component of Sathorn Square. The Company owns 20% and Istithmar FZE owns 80% of the joint venture entity, North Sathorn Hotel Co., Ltd., which has entered into long-term subleases of a portion of the site with the Company’s subsidiary North Sathorn Realty Co., Ltd.

October 2007

North Sathorn Hotel Co., Ltd. and Starwood Hotels & Resorts Worldwide announced that the luxury hotel at Sathorn Square would be operated as the “W Bangkok,” part of the fastest growing luxury hotel brand in the world and the first center-city W Hotel in Southeast Asia.

November 2007

The Company launched “Golden Heritage” Phase 2 under the name “Grand Venetian Residences.” The 102 houses of the “Grand Venetian Residences” feature 5 new house designs inspired by the spirit and architecture of Venice on land plots of 120 to 350 square wah.

Nature of operations of the company/its subsidiary companies The current operations of the Company and its subsidiaries can be divided into 3 main segments as follows: 1. Property Development Business (1) Single detached housing communities (2) CBD residential projects (3) CBD commercial projects 2. Property Development Management and Consultancy (1) Property development management (2) Property development consultancy and Engineering consultancy (3) Investment in property funds

138

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O v e r v i e w o f t h e O p e r a t i o n s o f t h e C o m p a n y, i t s S u b s i d i a r y C o m p a n i e s and Associated Companies Information as of December 31, 2007

Registered capital = Baht 7,087 million Paid-up capital = Baht 6,300 million

Golden Land Property Development Public Company Limited

Property Development Business

Single Detached Housing Projects

100% Baan Chang Estate Co.,Ltd.

(Paid up capital - THB 30 million)

100% United Homes Co.,Ltd.

(Paid up capital - THB 50 million)

100% Ritz Village Co.,Ltd.

(Paid up capital - THB 1 million)

100% Golden Land (Nichada) Co.,Ltd.

(Paid up capital - THB 1 million)

79%

Sathorn Thong Co.,Ltd. (Paid up capital - THB 154 million)

100% Grand Paradise Property Co.,Ltd.

(Paid up capital - THB 1 million)

Property Advisory Services

CBD Commercial Projects

CBD Residential / Hotel Projects

100% Golden Land (Mayfair) Co.,Ltd.

100% North Sathorn Realty Co.,Ltd.

(Paid up capital - THB 11 million)

100% Grand Mayfair Co.,Ltd.

100%

(Paid up capital - THB 1 million)

(Paid up capital - THB 639 million)

100% Narayana Pavilion Co.,Ltd.

(Paid up capital - THB 12 Million)

60% Sathorn Supsin Co.,Ltd.

100%

(Paid up capital - THB 20 million)

Golden Land (Retail) Co.,Ltd. (Paid up capital - THB 100 Thosand)

(Paid up capital - THB 475 Million)

100%

Golden Property Services Co.,Ltd. (Paid up capital - THB 1 million)

(Paid up capital - THB 245 million)

50% Baan Jearanai Co.,Ltd.

Golden Land Delvelopment Co.,Ltd.

33%

Gold Property Fund (Paid up capital - THB 2,060 million)

100% Golden Land Polo Co.,Ltd.

(Paid up capital - THB 1 Million)

100% MSGL Property Co.,Ltd.

(Paid up capital - THB 100 Thousand)

20% North Sathorn Hotel Co.,Ltd. 50%

Walker Homes Co.,Ltd.

(Paid up capital - THB 1,100 Million)

(Paid up capital - THB 1 million)

100% Golden Habitation Co.,Ltd.

(Paid up capital - THB 5 million)

139 Annual Report 2007 Golden Land Property Development Public Company Limited

Investment in Subsidiary Companies and Associated Companies Subsidiaries and Associated company

Principle Activities

Registered Capital

(Baht)

Holding

Baan Chang Estate Co., Ltd.

Property Development

30,000,000

100

North Sathorn Realty Co., Ltd.

Property Development

638,600,000

100

United Homes Co., Ltd.

Property Development

50,000,000

100

Ritz Village Co., Ltd.

Property Development

1,000,000

100

Golden Land Polo Limited

Property Development

1,000,000

100

Golden Land (Nichada Thani) Co., Ltd.

Property Development

1,000,000

100

Grand Paradise Property Co., Ltd.

Property Development

1,000,000

100

Golden Habitation Co., Ltd.

Property Development

5,000,000

100

Sathorn Thong Co., Ltd.

Property Development

154,000,000

10. Baan Jearanai Co., Ltd.

Property Development

20,000,000

11. Walker Homes Co., Ltd.

Property Development

1,000,000

12. Golden Land (Mayfair) Co., Ltd.

Residential Building Rental

11,000,000

100

13. Sathorn Supsin Co., Ltd.

Residential Building Rental

245,000,000

14. Narayana Pavilion Co., Ltd.

Office Building Rental

475,000000

100

15. Golden Property Services Co., Ltd.

Property Development Managements

1,000,000

100

16. Golden Land (Retail) Co., Ltd.

Property Development Consultancy

100,000

100

17. Golden Land Development Co., Ltd.

Engineering Consultancy

1,000,000

100

18. North Sathorn Hotel Co., Ltd.

Property Development

1,100,000,000

19. Gold Property Fund

Investment in Property for

2,060,000,000

Sale or Rent

140

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Industry Situation and Competition 1)

Real Estate Industry For the past couple of years, the Thai real estate industry has been impacted by the sluggish business market due to

the uncertain political situation. In turn, this has reduced the publicâ&#x20AC;&#x2122;s trust, as purchasers and investors in the residential sector, while supply has continued to increase. According to 2007 real estate market research, studies have found that there were a total of 375 new projects in the Bangkok Metropolitan Area (BMA), of which 356 were residential while the remaining 19 were other types of real estate projects. There are a total of 83,282 residential units available in the market, valued at Baht 208,000 million. In January, there were 39 grand openings for new projects, while October had the highest number of new units available for sale in the market as a result of grand openings of new projects with a total of 11,470 units, and September had the highest project value for new projects amounting to Baht 29,096 million with an average selling price per unit of Baht 2.485 million. The average selling price for residential units is Baht 2.289 million and for other types of real estate projects the average selling price per unit is Baht 8.954 million. The most popular type of residential real estate being sold in the market is condominiums, totaling 55% of the market in 2007. In second place at 22% of the real estate market are townhouses, while single detached homes came in third at 14% of the market. For the year to come, it is expected that real estate development will tend to follow the same figures as 2007, with the majority of new projects being condominiums, while 97% of the total real estate market is in the residential sector and other developments comprise only 3% of the market. The residential sector is by far the largest real estate sector being developed in the BMA, with 356 projects in 2007 totaling 81,364 units available in the market, amounting to a value of Baht 186,250 million. In comparison to 2006, there were slightly fewer projects available in the residential market compared to last yearâ&#x20AC;&#x2122;s 366 projects, but the number of units sold is higher than 2006 at 81,364 units sold versus 66,118 units, an increase of 15,246 units or 23%, with total project value at Baht 186,250 million or 0.34% less than 2006 figure of Baht 186,885 million. For price adjustments in 2007, there has been a 19% reduction in the average unit price, to cater to the demand for less expensive accommodation in residential markets. Developers were able to reduce prices at the same time that there were higher construction costs, higher land prices, and soaring petrol prices. The price reduction was achieved by redesigning homes to be more economical and smaller in size in line with market demand, thereby reducing cost of investment per unit. Developers can thus sell units either at the same price or at a reduced price. For a majority of 62.65% of ongoing residential projects, prices were maintained unchanged despite increasing development costs. Only 18.98% of projects showed price increases, while 18.36% reduced prices. This clearly showed that the developers had limited pricing power, and were required to market demand as much as possible in order to reach their sales targets even though their margins were impacted. In summary, in 2007 there has been a 23% increase in the number of residential units in comparison to 2006. However, total project value has decreased by 0.34% as compared to the previous year as many developers moved down market to meet market demand. Developers who in the past have targeted highly priced residences have turned to developing the mid-range to low-end market while focusing on increasing the number of units near the Central Business District, especially condominiums valued at Baht 1 - 2 million located near mass transit and especially the Bangkok Train System (BTS). There have been some projects that were able to sell rapidly to buyersĂ confidence in locations near the BTS, to be completed early in 2008.

141 Annual Report 2007 Golden Land Property Development Public Company Limited

(2)

Marketing strengths The marketing strengths that proved highly beneficial to the growth and success of the Company are set out as

follows: (1) The Company strategically chose to locate almost all of its detached and high-rise housing projects in an area of approximately 15-20 km. away from the Central Business District (the çCBDé) and in the proximity of mass transportation facilities, such as, express ways, sky train routes, subways, outer ring roads, etc. (2) Modern, practical and high-quality designs and construction materials, as well as previous masterworks, made the Company’s name well-known to the public. Successful projects in the past automatically promoted the Company’s reputation as a reliable and high quality housing supplier. As a result, the Company’s new projects were increasingly welcomed in the market. (3) Team work plays an important role in the Company’s customer service activities. In respect of after-sales services, the emphasis was very much on efficiently tackling the customers’ problems. Owing to the fierce competition in this industry, the Company attempted to continuously carry on the policy of team work personnel development, and to apply a new style of human resources management. Furthermore, the Company continuously reorganise to enhance the flexibility and efficiency of its operations in order to serve the ever changing business environment. As the Company has an experienced and professional management team, it strongly believes that its contemplated business goals and tasks can be profitably achieved. (4) The Company’s pricing policy is mainly based on the principles of fairness and reasonableness, and is also conditional on other factors, such as, the country’s economic condition, location of the projects, etc. The Company’s major target groups are upper middle-income to high-income buyers. (5) The Company’s selling policy relied on dealers as well as advertising activities such as TV commercials, newspapers advertising and printed matter. Sales representatives of the Company and other authorised agencies acted as dealers. The Company’s projects have sold well by word of mouth, because existing customers would advise their friends or colleagues of the good quality of the Company’s products. According to the statistical records, these new customers accounted for 30% of the total customers of the Company.

(3)

Procurement of products (1) Procurement of raw materials Land: It is the Company’s policy to purchase land located in the area of approximately 15-20 km. away from

the CBD. The land procurement process will be by the following means: -

Direct dealing with prospective sellers; and/or

Hire property agents or brokers to procure land.

Raw materials: It is the Company’s policy to designate outsourcing contractors to procure raw materials for the construction work. Details about the price of all raw materials are specified in the construction contracts. The construction contracts also provide that the Company would not be liable for any damage arising from the loss of raw materials in excess of the budget, or from the rise in the cost of raw materials at any time during the ongoing construction work. As the contractors regularly deal with suppliers for the purchase of large amount of raw materials, the contractors will have strong bargaining power. Such practice will benefit both the Company and the contractors.

(4)

Environmental impact The Company is fully aware of environmental issues in relation to the public utilities of its projects, especially in the

water supply system. For this reason, it carefully designs the water supply facilities in each unit to ensure that there is a proper wastewater disposal system, and that the post-treatment wastewater disposed from its projects does not affect the public water sources. 142

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E x p l a n a t i o n o n a n d A n a l y s i s of F i n a n c i a l S t a t u s a n d O p e r a t i n g R e s u l t s (1)

Operating results of the Company and its subsidiaries

1.1

Overview of Operating Results The Company achieved the highest profit in its history in 2007. Profit before interest, tax, and minority interests was

Baht 1,199.33 million, in increase of more than 75% from the 2006 figure of Baht 684.54 million, and net profit of Baht 824.14 million was more than triple the 2006 net profit of Baht 271.13 million.

1.2

Operating Results of Each Business Group In 2007, revenue from sales of real estate continued to be the largest single component of Company revenue at Baht

2,296.77 million, representing 61% of total revenues. However, this represented a significant decline from 2006, when sales of real estate represented 86% of total revenues. Revenue from the Company’s rental and service business was Baht 499.27 million or 13% of total revenues, up slightly from 2006. The combined revenue from both businesses of Baht 2,796.04 million decreased from 2006 levels by 23%, while the cost of sales decreased to Baht 1,863 million, representing a 20% decrease from the previous year. In addition, the Company had a gain from the sale of land and building on finance lease to Gold Property Fund in the amount of Baht 798 million. This gain contributed significantly to the Company’s net profit of Baht 824.14 million, more than three times the net profit for 2006. The operational results of the Company and subsidiaries over the past three years considered according to type of business were as follows: 1.2.1 Revenue from sales of real estate Revenue from sales of real estate was the Company’s major source of revenue during 2005 and 2006, at 83% and 86% of total revenues respectively. In 2005, the Company received proceeds from property sales of Baht 2,255 million; representing a 36.01% decrease compared with the same period in 2004 as the Company was extending new phases of the Golden Legend, Golden Nakara and Grande Monaco projects and revenue from Infinity could not yet be recognized. In 2006, revenue increased by more than 40% from the prior year, largely due to sales proceeds from the Infinity of Baht 943 million or 29% of the total revenue from sales of real estate. However, revenue from housing projects was decreased by Baht 116 million from 2005. In 2007, revenue recognized from Infinity in the amount of Baht 1,172.06 million constituted 51% of total revenue from sales. However, the revenue from housing projects decreased by Baht 1,154.97 million, as slower housing sales during 2006 fed through the revenue recognition cycle. 1.2.2 Revenue from rental and service business Revenue from the Company’s rental and service business has shown steady improvement over the past three years. The Company earned revenue from its rental and service business in the amount of Baht 406.32 million in 2005, increasing by 76.20% from 2004 as the Mayfair Marriott Executive Apartments on Soi Langsuan were fully operational and The Ascott Sathorn Bangkok Service Apartments became operational in May 2005. In 2006, these two projects continued to generate the majority of rental and service revenue to the Company, which recorded revenue of Baht 450.04 million, a year-on-year increase of 10.75 %. In 2007, the Company once again recorded revenue increases from the Mayfair Marriott and Ascott Sathorn, as well as a substantial improvement in the contribution from Goldenland Building, in the total amount of Baht 499.27 million, representing an increase of 10.93% from 2006.

143 Annual Report 2007 Golden Land Property Development Public Company Limited

1.2.3 Revenue from golf course business The Company’s revenue from this line of business has remained steady over the past three years. In 2005, the Company recorded revenue of Baht 22.67 million, representing a 3.65% decrease from that achieved in 2004. In 2006, the Company earned Baht 22.40 million in revenue, representing a slight decrease of 1.19% from the previous year, while in 2007 the Company had revenue of Baht 24.83 million, an increase of 10.84% from 2006. 1.2.4 Costs and expenses in relation to sales and services The Company’s sale and development of projects gave rise to costs and expenses in relation to its sales and services. The Company’s total expenses in 2005 were Baht 2,730 million, with the 2005 total representing a 17.37% decrease from the previous year in line with a decrease in property sales. In 2006, costs and expenses increased from the prior year by 9% from Baht 2,730.36 million to Baht 2,983.56 million. This was mainly from increased recognition of costs at Infinity in line with revenue recognition. The Company also recorded the demolished sales office and show suites of Infinity in the amount of Baht 27 million as a cost of real estate sales. In 2007, the Company had total costs and expenses of Baht 2,559.31 million, representing a 14.22% decrease from the previous year, in line with the decrease in revenue recognition. Overall, the Company has able to control the cost of sales and to maintain its gross margins at close to the same levels, as increases and decreases in costs basically varied in line with revenue recognition. The cost of rental and services increased by 12%, in line with increases in revenue, and the Company was able to maintain the gross margin on its rental projects on 29%. For selling and administrative expenses, these increased by 5% as the Company increased sales promotions on housing projects, which resulted in increasing marketing expenses. 1.2.5 Net profit In 2005, the Company earned a net profit of Baht 314.60 million from housing and CBD projects. However, the Company had a loss from impairment and write-off of assets and loss as a result of litigation in the amount of Baht 322.40 million, resulting in a loss before interest expense and income tax of Baht 7.8 million. In addition, with interest expense of Baht 262 million and corporate income tax of Baht 87 million, the Company suffered a net loss after corporate income tax of Baht 302 million for 2005. In 2006, the Company had an operating profit of Baht 698.12 million, representing an increase of 122% from the prior year thanks to increased revenue and effective cost management. As a result, the Company has an increased net profit of Baht 271.13 million. In 2007, the Company had a net profit from operations of Baht 1,230.40 million, which was an increase of 76.24%. The increase of net profit was largely the result of a gain on sale of land and building under finance lease of Golden Land (Mayfair) Co., Ltd. to GOLD Property Fund amounting to Baht 798 million. The Company also had extraordinary items, including an allowance for loss as a result of litigation and an allowance for doubtful accounts, in the total amount of Baht 31 million. The Company had profit before interest and income tax of Baht 1,199.33 million. After deduction of interest expenses of Baht 272.10 million and income tax of Baht 139.68 million, the Company had net earnings after interest expenses and income tax of Baht 824.14 Million.

(2)

Financial status

2.1

Total Assets 2.1.1 The Company’s assets under various development projects as of 31 December 2007 are as follows: • Cost of property development projects for sale-net recurred in the amount of Baht 3,104.10 million or 24%

of total assets, a decrease of 4% compared to 2006 because the Company recognised the cost of real estate sales in line with recognition of revenue from real estate sales.

144

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• Land and leaseholds of land for future development-net recurred in the amount of Baht 2,086.01 million or 16% of total assets, and showed a substantial decrease during from 2006 because North Sathorn Realty Co., Ltd., a Company subsidiary, subleased a leasehold right to North Sathorn Hotel Co., Ltd, an associate, for the hotel development portion of the leasehold Sathorn Square site. • Land, building and equipment for rent-net recurred in the amount of Baht 3,732.97 million or 29% of total assets, increased compared to 2006 due to the transferring of “leasehold of land from future development” to “land, building and equipment for rent” as mentioned in the previous paragraph. However, assets in this category had an offsetting decrease as a subsidiary sold land and building on finance lease and sold furniture and equipment to Gold Property Fund and also depreciated the assets. 2.1.2 Over the past three years, the Company’s account receivables have increased substantially from Baht 824 million in 2005 to Baht 1,068 million in 2006 and Baht 1,865 million in 2007, respectively. This increase is largely due to the advancing construction progress at Infinity, where revenue recognition on a percentage of completion basis has moved ahead of cash receipts from buyers as the project was nearly complete by the end of 2007. Details of payments for houses and units under the Company’s existing projects as of 31st December, 2007 are shown in the table below. Project

Sale value

Amount due

Amount paid

Outstanding amount

Due balance

(MB)

(2)

(3)

(2) - (3)

(1) - (2)

(1)

Golden Legend 1

2,057.88

1,988.65

96.64%

1,986.65

99.90%

2.00

0.10 %

69.23

3.36%

Golden Legend 2

1,338.12

1,192.02

89.08%

1,191.27

99.94%

0.75

0.06%

146.10

10.92%

Golden Legend 3

439.89

251.27

57.12%

249.52

99.30%

1.76

0.70%

188.62

42.88%

Golden Nakara 1

2,415.25

2,092.45

86.63%

2,088.70

99.82%

3.74

0.18%

322.80

13.37%

Golden Nakara 2

17.44

2.66

15.25%

2.57

96.51%

0.09

3.49%

14.78

84.75%

Golden Heritage 1

2,100.11

1,847.48

87.97%

1,845.19

99.88%

2.29

0.12%

252.63

12.03%

Golden Heritage 2

253.63

42.67

16.82%

41.54

97.36%

1.13

2.64%

210.96

83.18%

Grand Monaco

1,398.69

1,044.79

74.70%

1,035.55

99.12%

9.23

0.88%

353.90

25.30%

Sky Villa

1,160.47

1,147.84

98.91%

1,147.84

100.00%

12.63

1.09%

The Infinity

2,238.07

673.60

30.00%

673.60

100.00%

1,564.47

69.90%

76.63% 10,262.43

99.80%

20.99

0.20%

3,136.12

23.37%

Total

13,419.55 10,283.43

Details of accrued payments as of 31st December 2007 Project

Unpaid Amount No. of debtors

1-3 months Outstanding No. of debtors

4-6 months Outstanding No. of debtors

Over 6 months Outstanding No. of debtors

Golden Legend 1

2.00

Golden Legend 2

0.75

Goden Legend 3

1.76

1.26

0.50

Golden Nakara 1

3.74

1.06

2.69

Golden Nakara 2

0.09

Golden Heritage 1

2.29

Golden Heritage 2

1.13

0.47

0.65

Grand Monaco

9.23

5.94

3.29

20.99

13.86

3.79

3.34

Total

145 Annual Report 2007 Golden Land Property Development Public Company Limited

2.1.3 In 2007, the Company provided provisions in the total amount of Baht 53 million (unchanged from 2006) for impairment of projects and leasehold land that the Company considers likely to be able to generate income of less than carrying cost, as follows: 1) Property development project for sale - new project: Golden Village of Baan Chang Estate Co., Ltd. amounting to Baht 10.0 million, for which the Company has set up a provision since the year 2003. However, the Company was able to sell part of the project during 2007. 2) Property development project for sale: Baan Suan Suay project of Sathorn Thong Co., Ltd. in the amount of Baht 9 million, for which the Company has set up a provision since the year 2003. However, the Company was able to sell part of the project during 2007, and the remaining provision has decreased to Baht 3.73 million. 3) Leasehold land for future development: Land at Langsuan Soi 4 in the amount of Baht 31.96 million. The Company has set up a full provision for this land since the year 2005. Other projects of the Company and its subsidiaries do not show a decline in value requiring provision as the appraisals periodically commissioned by the Company show values higher than carrying cost, and the operating projects continue to be well received by customers.

2.2

Total liabilities Total liabilities as at 31 December 2007 were Baht 6,084.56 million, decreased from 2006 by Baht 574.51 million or

9%, as the Company has repaid unsubordinated amortizing and secured debenture in the amount of Baht 396 million as well as loans from financial institutions, which decreased approximately 26.50% from Baht 3,966.75 million in 2006 to Baht 2,915.42 million at the end of 2007 because the Company was able to pay back some loans after the sale of land and building to Gold Property Fund and the land sublease to an associated company. Partially offsetting this, however, the Company’s total liabilities included North Sathorn Realty Co., Ltd.’s deferred income on subleasing land to North Sathorn Hotel Co., Ltd. for a sublease period of 33 years and 2 months in the amount of Baht 978.30, million and provision on rental guarantee payments to Gold Property Fund totaling Baht 84.09 million. Total current liabilities increased by Baht 74.76 million or 9.53% due to provision on rental guarantee payment to Gold Property Fund Baht in the amount of 35.52 million and the increased retention from The Infinity project which related to its advanced construction progress.

2.3

Shareholders’ equity Shareholders’ equity as at 31 December 2007 was Baht 6,713.49 million, increased from 2006 by Baht 788.05 million,

increasing in line with retained earning of Baht 824.71 million due to the Company’s increased net profit.

2.4

Financial Liquidity In 2005, the Company launched a new project, “The Infinity,” that was very successful and substantially sold out

within weeks of its launch. As a result, and with strong additional contributions from the single detached housing projects, the Company had generous cash flow from operating activity. For this reason, cash flow from financing activities was sharply reduced from the previous year. In 2006, there were no new project launches, and as a result the Company did not need new loan facilities, and cash flow from financing activities remained negative as existing debts were paid down. Cash flow from operations decreased for the same reason. Cash flow from investment activities was increased as escrow accounts were closed at transfer for single detached houses. In 2007, the Company’s cash flow from investment showed a huge increase of 533% due to the sale of land and building under finance lease to Gold Property Fund and the sublease of land at the corner of North Sathorn Road and Narathiwas Road. Consequently, cash flow from financing activities was once again negative, as the Company utilized cash 146

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resources to reduce short-term and long-term debt. Cash flow from operations was also negative during 2007, in large part due to the large expenditure on construction of Infinity, where additional cash flow from customers will not be received until transfer in 2008. The Company’s cash flow over the past three years is as follows: Unit: MB 2007

2006

2005

(200)

242

1,485

Cash flow from investment

2,216

350

(106)

Cash flow from fund raising

(1,991)

(767)

(1,448)

Cash flow from operation

2.5

Liabilities, Guarantees and Obligations The Company and its subsidiaries have provided guarantees to financial institutions for certain obligations and

liabilities of subsidiaries totalling Baht 7,196.02 million. 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. The Company’s significant obligation under Note 36 to the financial statements as of 31 December 2007 is to ensure that subsidiaries service obligations in the amount of Baht 912.71 million with respect to design and construction contracts. Furthermore, the subsidiaries had outstanding capital commitments of Baht 287.87 million, USD 0.85 million, and SGD 3,000 with respect to design and construction contracts by making an instalment payment based on the percentage of construction work completed. However, these subsidiaries have already been granted a credit facility to cover expenses incurred in the construction of the project from a commercial bank. In addition, the Company had outstanding commitments of Baht 52.14 million in respect of the uncalled portion of share capital in its investment in a subsidiary.

2.6

Capital Expenditure The Company plans to purchase land as a raw material for new projects for which feasibility studies have been

prepared and reviewed in advance.

2.7

Funding Source The Company’s debt to equity ratio as of 31st December 2007 was 0.52 times, substantially reduced from 0.88 times

at the end of 2006, because the Company established Gold Property Fund and subleased leasehold land to North Sathorn Hotel Co., Ltd.

(3)

Auditor’s remuneration

3.1

Audit Fee In the year 2007, total remuneration of the Company, subsidiaries, and associated companies paid to the auditors,

KPMG Phoomchai Audit Ltd. was Baht 6.33 million.

3.2

Non-audit Service There was no transaction for non-audit service paid to auditors during the year 2007.

147 Annual Report 2007 Golden Land Property Development Public Company Limited

Risk Factors A subsidiary company is established for the purpose of carrying out each new project or new area of the Company’s business, as the Company thinks fit. The subsidiary company will be responsible for the efficient and effective management and operations of the project. Its responsibilities will include requesting financial support from financial institutions, and seeking co-investment with other investors. With regard to large-scale projects, the Company will form a specialised working team which will coordinate with reliable consultants to carry out the necessary studies, research, and analysis of the risk factors relating to that project, and to establish suitable measures to control or alleviate any risks which may occur. A summary of events and consequences of the risk factors involved with the real estate industry, other than those which may occur in the ordinary course of business, are set out below.

Late delivery of finished products The housing projects of the Company’s subsidiaries are mostly sold as pre-sale units. After entering into a sales

agreement with each customer, the subsidiary company will begin to build the house to the customer’s specifications, and deliver it within 8-10 months. In Thailand, the Company was the first property company to pioneer the use of an escrow account. Subject to the principles of the escrow account, the subsidiary company will receive down-payments from the customers from the escrow account only upon completion of the construction, and delivery of the finished product to the customers. This is to assure the customers that their down-payments are held safely at all times, in the escrow accounts opened with commercial banks, until the delivery of the houses. If the subsidiary company fails to complete the building and deliver the finished product to the customer within the agreed timeframe, that customer may immediately terminate the sales agreement and claim refund of the down-payment kept in the escrow account. However, on May 2006, the Company cancelled the escrow account because the Company can build the trust to the customers that the Company has no risks on delivery late of finished houses. Included in the past, the Company’s customers are high end group whom banks offer housing loans to. In the ordinary course of business, the subsidiary companies usually outsource the construction work. If the contractor fails to perform its obligations under a construction contract with the subsidiary company, the contractor will be liable for damages arising from the delayed work. The Company and its subsidiary companies use the following criteria to select suitable contractors: • Experience, job background and financial viability • Human resources, size/quality of labour force • Size of business, in terms of their assets or capital funds • Competitiveness Price

Leasehold rights All of the land in the CBD leased by the Company for the construction of its projects is under long-term lease agree-

ments covering a period of 30-50 years. Even though the lease agreements are long-term, the Company has to always keep in mind the conditions relating to leasehold rights, in particular, it is usual that the lessor may terminate the agreement if the Company is in breach, before expiry of the lease term. Thus, the Company always tries to avoid performing any act that is in breach of the lease agreement, which may give rise to the termination of the agreement, or a fine. 148

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Additionally, as specified in the lease agreements, the construction work is usually due for completion within 3-5 years. Failure to meet the specified timetable may cause the Company to carry a substantial burden of increased costs and expenses related to such projects. The Company realises in planning planning project for finish construction in schedule. The Company has 2 leasehold rights for 2 under-construction projects: 1. Sathorn Square project. The counter parties are Crown Property Bureau and North Sathorn Realty Co., Ltd. for the construction period of 3 years and 9 months and the lease period of 60 years (30+30 years). The project’s construction commenced on February 2007. The lease agreement does not mention any penalty for construction delay. 2. Rama 4 project. The counter parties are Crown Property Bureau and Golden Land Property Development PLC. for the construction period of 5 years and the lease period of 58 years (28+30 years). The lease agreement mentions the penalty for construction delay if the lessee does not commence the construction within 24 months after the agreement date, or suspends construction over 60 days without any reason, except with the lessor’s agreement. The lessee agrees to pay the penalty to the lessor at 2 percent per month from the total construction cost. The agreement is dated in October 2006. Currently the Company is studying in this project and planning the construction. This project is expected to commence the construction before October 2008 and to finish in 2011. The Company expects no any risk from construction delay. In addition, the Company has 2 more lease rights for its current operations:1. Golden land Building project (Golden Pavilion). The counter party is Privy Purse Bureau for the lease period of 30 years commencing in 1993. If the Company does not comply with law or with the lease agreement, the lessor has a right to cancel the agreement when the Company receives a letter notifying it of non-compliance and fails to cure this. 2. The Ascott Sathorn Bangkok. The counter parties are Piera Maternity and Child Welfare Foundation for the lease period of 60 years (50+10 years) commencing 2003. If the Company does not comply with the lease agreement, the lessor has a right to cancel the agreement when the Company receives a letter nofitying it of non-compliance and fails to cure this within 90 days.

Events of default concerning financial covenants in respect of debentures On 20th August, 2003, the Company issued secured and unsubordinated amortising debentures with a trustee, 5

years, worth Baht 1,100,000,000, due 2008, at the interest rate of 3.20% per annum. Under the terms and conditions governing both debentures, the Company is required to maintain the maximum ratio of Debt to Equity as set out in the consolidated financial statements, i.e. 1.5:1 as of the end of each quarter of the accounting period. “Debt”

mean

all liabilities as shown in the consolidated financial statements including financial obligations/ commitments and all contingent liabilities that may incur from any guarantee, avals or other similar obligations given by the Company. However, Debt will not include (i) all deposits from customers, (ii) all accrued expenses other than accrued interest, (iii) trade creditors and (iv) guarantee obligations of the Company for the purpose of securing the liabilities of the subsidiaries, to the extent that those liabilities have been shown in the consolidated financial statements.

“Equity”

means shareholders’ equity of the Company as shown in the consolidated financial statements (including all issued share capital, share premium and retained earnings).

Currently, the required ratio of liability still conforms to the terms and conditions of the debentures. If, upon the assessment of the Company’s assets in the future, the assessment value of any assets is lower than their book value, the 149 Annual Report 2007 Golden Land Property Development Public Company Limited

Company will be obligated to set aside a reserve for the loss on those assets. On the other hand, in the event that the assessment value is higher than the book value, such assessment value cannot be applied to reduce the projected loss. As a result, the Company may have a retained loss on depreciation of assets as a result of the assessment, thereby decreasing the shareholders’ equity and affecting the ratio of Debt to Equity. Under those circumstances, the debenture holders are entitled to immediately claim for repayment of the principal amount of all debentures which have become due, together with interest. In year 2007, Company had a Debt to Equity ratio of 0.52 times, decreased due to the Company’s repayment of loans of Baht 1,564 million

Financial obligations owed to financial institutions Financial institutions have supplied the Company and its subsidiary companies with total long-term loans of Baht

3,552 million. The remaining portion of the loans serves as working capital for existing projects. These loan agreements have terms of 4-5 years. Failure to repay debts within the timeframe would give rise to the seizure of the Company’s assets placed as security, and materially affect the ongoing operations of the Company’s projects, including the Company’s operating results. The company has begun to realise the income derived from sales of housing projects, rental fees and other related service charges. As a result, the Company is in a position to repay the loans on time.

Company

Outstanding loans

Nature of loans and

(Million Baht)

payment conditions

Security

Working loans for the operation of the Company’s ongoing projects: Golden Land Property Development Plc.

308.00

400.00

12.24

5-year secured and unsubordinated

Letter at guarantee of Kasikorn

amortising debentures with trustees

Bank Plc.and Thanachart Bank

3-year loan in the form Siam

Land and buildings of Inchcape

Commercial Bank PLC.

Project, Land of Voyage Project

Bank Guarantee (facility with related

Golden Land Plc. Guaranteed

parties) from Kasikorn Bank Plc.

with related party’s bank guarantee

312.24

Bank guarantee facility

Pledge of units of Gold

- Kasikorn Bank Plc.

Property fund

- Thanachart Bank Plc. United Homes Co., Ltd.

225.97

494.40

Loan borrowed for the Golden Nakara Land of the Golden Nakara Project from Siam City Bank PLC.

Project

Loan borrowed for the Golden

Land of the Golden Heritage

Heritage Project from Siam City

Project

Bank PLC. 4.14

150

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Overdraft facility from Kasikorn

Land of the Grande Monaco

Bank PLC.

Project

Company

Outstanding loans

Nature of loans and

(Million Baht)

payment conditions

Sathorn Supsin Co.,Ltd. North Sathorn Realty Co.,Ltd.

862.50 681.77

Security

9-year loan from Siam Commercial

Building of The Ascott Sathorn

Bank PLC.

Bangkok

2-year loan form Kasikorn Bank PLC

Land of The Infinity Project

and Bank of Ayudhya PLC 106.79

8 year loan from

Leasehold land of the future

- Kasikorn Bank Plc.

Sathorn Square project

- Bank of Ayudhya Plc. - SCIB - TMB Narayana Pavilion

144.00

8 year loan from

Leasehold Land, construction

- Bank of Ayudhya Plc.

contract, rental contract of Narayana Pavilion

Total

3,552.05

Guarantee (a) Sathorn Supsin Co., Ltd. The Company has provided a guarantee for various loans to Sathorn Supsin Co., Ltd., a subsidiary company in

which the Company holds 60% of the registered capital, in the amount of Baht 245 million to serve operations of the Company’s project. The total loans granted by the financial institution amounted to Baht 900 million. Now, a total amount of Baht 517.50 million in loans remains outstanding under the guarantee. The project is The Ascott Sathorn Bangkok Project which is combination of a luxury, serviced apartment and apartments for sale on a long term lease, located on South Sathorn Road. The construction of this project has been completed in 2004 and the project has been operated since May 2004. The Company strongly believes that luxury serviced apartments located in the CBD are in demand in the market, and that Sathorn Supsin Co.,Ltd. will have the capacity to repay the loan to the Bank from sales proceeds and rental income from the property. (b) United Homes Co., Ltd. The Company has provided a guarantee for various loans to United Homes Co., Ltd., a wholly-owned subsidiary company with registered capital of Baht 50 million. Originally, the total loans granted by financial institutions amounted to Baht 4,438.17 million. Now, a total amount of Baht 720.37 million in loans remains outstanding and is under guarantee. These loans have been used for the development of United Homes’ housing projects, namely, Golden Legend, Golden Heritage, Golden Nakara and Grande Monaco. (c) Ritz Village Co., Ltd. The Company has provided a guarantee for loans to Ritz Village Co., Ltd., a wholly-owned subsidiary company with registered capital of Baht 1 million. Total loans granted by the financial institutions amounted to Baht 693.85 million. Currently, Ritz Village Co., Ltd. does not have any outstanding balance on these loans. These loans have been used for the development of Ritz Village’s housing projects, namely, Golden Nakara and Golden Legend. (d) North Sathorn Realty Co., Ltd. The Company has provided a guarantee for loans to North Sathorn Realty Co., Ltd., a wholly-owned subsidiary company with registered capital of Baht 638.60 million. Total loans granted by financial institutions amounted to Baht 151 Annual Report 2007 Golden Land Property Development Public Company Limited

2,940 million. Currently, the total outstanding amount of loans with guarantee is Baht 788.56 million. These loans have been used for the development of The Infinity Project. (e) Narayana Pavilion Co., Ltd. The Company has provided a guarantee for loans to Narayana Pavilion Co., Ltd. a wholly-owned subsidiary with registered capital of Baht 475 million. Total loans granted by financial institutions amounted to Baht 201 million, Currently, the total outstanding amount of loans with guarantee is Baht 144 million. These loans have been used for working capital. The guarantee provided by the Company covers the total amount of the loans. If United Homes Co., Ltd., Ritz Village Co.,Ltd., and Narayana Pavilion Co., Ltd. are in default of payments, the Company may be liable under the guarantee for a sum equal to the guaranteed amount. However, the Company believes that United Homes Co., Ltd. has the ability to complete the construction and sale of its projects within the required timeframe. It is unlikely that any delayed construction would affect United Homes, Ritz Village, North Sathorn Realty and Narayana Pavillion’s capacity to repay the loans.

Dilution effect As at 31 December 2006, the unexercised warrants to the Company’s directors and staff remained amounting to

2,000,000 units. During year 2005, the Company cancelled unexercised warrants 400,000 units which were for directors who resigned. Therefore, the dilution effect decreased due to the reduction in the number of warrants. In 2006, the Company issued 47,250,000 warrant units to the Company’s directors (ESOP). The exercise prices in each allotment are higher than the current market price. Therefore, there is no calculation of monetary benefit for the difference between the offer price (including exercised price) and market price for the Company’s directors who have received the allotted warrants of over 5% of the total warrant units. However, the Company cancelled some warrant units of ESOP from directors who resigned during the year 2007. The effect to shareholders resulting from issuing and offering the warrants to the Company’s directors: 1. Price dilution The Company set the exercised price higher than the current market price; therefore, there is no effect to the share price. 2. Control dilution In case all warrant units are exercised for buying 31,500,000 shares from the Company’s 630,082,069 shares, it affects the earning and voting right of the existing shareholders by 4.58% of the existing earning and voting right.

Cost of construction materials (a) Detached housing projects The detached housing projects operated by United Homes, a wholly-owned subsidiary of the Company, have

been selling well in the market. After entering into sales agreements with the customers, United Homes would carry out the construction of the detached houses in the subsequent 8-10 months. In an attempt to hedge against fluctuations in construction material costs, United Homes chooses to develop and sell the projects in phases, so that they can more accurately evaluate the cost of construction materials before determining the selling price of the finished units. Regarding the construction work, United Homes contracts with reputable contractors on a fixed price basis. Under these agreements, the construction fees and cost of construction materials are fixed, and any risks concerning the cost of construction materials are minimized.

152

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(b) High-rise building projects For the high-rise building projects, the subsidiaries hires the main contractors and fixes the price of construction materials and labour for the duration of the contract and thereby eliminates the risks associated with any price fluctuations.

Defaulted payments by customers (a) Detached housing projects To sell a detached house, various companies asked their customers to pay the price of the houses in 8-10 instalments.

The final instalment usually coincides with the completion of the house construction, and when the house is ready for transfer. However, the problem that frequently occurred in the past was that some the final instalments were not paid. These non-payments meant that the companies either had to suspend the construction, or face the problem of failure to transfer the house. This has been a common problem of the housing projects. Presently, United Homes has changed its policy in relation to the house payment collection. United Homes would ask many commercial banks to pre-approve United Homesâ&#x20AC;&#x2122; customers before the customers enter into the sales agreements with United Homes. This process assures United Homes of the customersâ&#x20AC;&#x2122; capacity to pay for the finished units. (b) High-rise building projects The Company has engaged leading management companies, which use highly efficient working systems, to manage the Companyâ&#x20AC;&#x2122;s high-rise building projects which have been completed. The Company has designated such management companies to manage various matters relating to the buildings, including providing services and collecting services fees on behalf of the Company. For the building under construction, the Company has not yet offered the service; therefore, the Company has no risk of any default payment by customers because the Company received down payment directly from customers.

153 Annual Report 2007 Golden Land Property Development Public Company Limited

Related Transactions 1.

Transactions between the Company and its subsidiaries Consolidated

Separate

financial statements

2007

2006

(Baht) Amount due from related parties Subsidiaries United Homes Co., Ltd.

2,030,403,795

2,431,394,891

Walker Homes Co., Ltd.

13,700,000

27,000,000

Ritz Village Co., Ltd.

146,591,765

136,340,258

Golden Property Services Co.,Ltd.

214,000

428,000

Sathorn Supsin Co.,Ltd.

19,260,000

Sathorn Thong Co., Ltd.

21,829,000

67,426,168

North Sathorn Realty Co.,Ltd.

38,520,000

Grand Mayfair Co.,Ltd.

5,136,000

Narayana Pavilion Co., Ltd.

218,651

Total

2,275,654,560

2,682,067,968

Less : Allowance for doubtful accounts

(45,344,612)

(27,000,000)

Net

2,230,309,948

2,655,067,968

Baan Chang Estate Co., Ltd.

246,930,998

271,574,920

United Homes Co., Ltd.

66,699,780

73,016,011

Golden Land Developments Co., Ltd.

747

73,138

Golden Land (Mayfair) Co., Ltd.

340

720,804,372

Grand Mayfair Co.,Ltd.

1,797

Ritz Village Co., Ltd.

821,894,289

491,786,010

Golden Land Polo Co., Ltd.

25,291,764

111,621,553

Golden Land (Retail) Co., Ltd.

14,749,032

14,748,075

Golden Land (Nichada Thani) Co., Ltd.

1,657,193

2,400,963

S.R.E.F. (Managers) Co., Ltd.

178,553

Sathorn Thong Co., Ltd.

450

19,199,823

Sathorn Supsin Co., Ltd.

583,915,639

594,806,515

Walker Homes Co., Ltd.

79,444,189

12,826,432

North Sathorn Realty Co., Ltd.

23,000

70,756,136

Grand Paradise Property Co., Ltd.

164,386,923

36,920

Golden Habitation Co.,Ltd.

232,568,742

664,924

MSGL Property Co., Ltd.

8,634,973

9,202,050

Narayana Pavilion Co., Ltd.

35,394

Long-term loans to related parties (including interest receivable) Subsidiaries

154

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Consolidated

Separate

financial statements

2007

2006

(Baht) Related person

1,572,617

41,155,598

70,464,118

33,982,906

49,717,004

297,687

58,902

Total

41,155,598

72,334,422

2,280,182,762

2,445,080,312

Less : Allowance for doubtful accounts

(41,153,229)

(35,160,537)

(346,906,890)

(315,886,799)

2,369

37,173,885

1,933,275,872

2,129,193,513

6,433,255

116,500,000

10,467,920

269,253,303

294,868,455

101,733,150

85,054,451

32,015,001

2,631,132

2,487,730

Narayana Pavilion Co., Ltd.

262,926,160

324,976,694

Golden Property Services Co.,Ltd.

39,031

80,785

Sathorn Thong Co., Ltd.

43,433

56,221,090

United Homes Co., Ltd.

47,855,079

940,219,612

North Sathorn Realty Co., Ltd.

500,095,020

Golden Habitation Co.,Ltd.

4,950,000

Golden Land (Mayfair) Co.,Ltd.

101,154,908

Grand Mayfair Co.,Ltd.

190,612

7,989

North Sathorn Hotel Co.,Ltd.

18,750

Total

26,739

912,304,243

1,326,448,181

Associates Baan Jearanai Co., Ltd. Others

Net Trade account payable Associate Gold Property Fund Short-term loan from related persons Current portion of finance lease liabilities Associate Gold Property Fund Long-term loan from shareholder of subsidiary Siam Holding Limited Accrued interest expense Related party Siam Holding Limited Accrued expense Associate Gold Property Fund Related party Ascott International Management (Thailand) Limited Long-term loans from related parties Subsidiaries

Associates Baan Jearanai Co.,Ltd.

155 Annual Report 2007 Golden Land Property Development Public Company Limited

Significant related party transaction 2.1 The Company held 99.99% in Golden Gate Plaza Co., Ltd. which had the registered share of Baht 10 million and

was established for property development. The Company provides the support to Golden Gate Plaza Co., Ltd. by using the Company’s name with free of charge for Golden Gate Plaza Co., Ltd.’s advertising for promoting the project for well-known as the Company’s name was a reputation and well-known. Golden Gate Plaza Co., Ltd. was responsible for all advertising expenditures. Further, the House Committee on Consumer Protection filed lawsuits against the Company and Golden Gate Plaza Co., Ltd, seeking the return of deposits received of Baht 130.59 million on the grounds that the Company and Golden Gate Plaza Co., Ltd. advertised and invited the public to purchase condominium units in a project Golden Gate Plaza Co., Ltd. However, as at 31 December 2007, the Company has made provision for liabilities based on the sales value plus interest at the rate of 7.5 percent per annum totalling Baht 206.31 million. In addition, as at 31 December 2007, the Company had placed a collateral deposit of Baht 26.70 million with the court, which is included in deposits. 2.2 The Company’s financial support to subsidiaries and associates as follows: 2.2.1 The Company is a guarantor for a loan to Sathorn Supsin Co., Ltd. in the amount of Baht 540 million in July 2005 by providing a financial support on the proportion of ownership, 60%. However, Sathorn Supsin Co., Ltd. has never made a default payment, and Sathorn Supsin Co. Ltd., is under controlled and governed by the Company. Therefore, the Company does not expect that Sathorn Supsin Co., Ltd. will make a default payment to the bank. Guaranteed by the Company is approved by the Company’s Board of Directors. 2.2.2 The Company and Narayana Pavilion Co., Ltd. have provided the financial support to Baan Jearanai Co., Ltd., since 1995 for a fund on development and project renovation and repair. However, the financial support is not on the proportion of ownership. In addition, the Company and Narayana Pavilion Co., Ltd. have charged interest at MOR until the year 2001. However, as at 31 December 2002, Baan Jearanai Co., Ltd. made an agreement for transferring ownership of 12 condominium units in order to repay the outstanding loans to the Company and Narayana Pavilion Co., Ltd. Currently, the company is in process and appoint the sales agent to sell these units according to the 2008 plan. In 2006, Baan Jearanai Co., Ltd. estimated the sell price of these units in the amount of Baht 95.99 million when Baan Jearanai could sell them, and then repays the loan to the Company and Narayana Pavilion Co., Ltd. In 2007, Baan Jearanai Co., Ltd. was able to sell the units in the amount of Baht 49 million and repaid a part of loans to the Company and repaid loans including accrued interest to Narayana Pavilion Co., Ltd. in the amount of Baht 15.73 million and Baht 13.57 million, respectively.

Opinions of Audit Committee on related transactions The Audit Committee reviewed the transactions and had the opinion that it is necessary and reasonable for the

Company to enter into the related transactions which are beneficial to the Company. The Company has earned interest at the rate of not less than MLR. The Company is obligated to repay the loans on conditions and at the reasonable rate of interest no less favourable than those offered by commercial banks. Accordingly, the Company has received reasonable consideration and the Company’s benefits and interest are not prejudiced.

Measures/Procedures for approving related transactions The Company will comply with all applicable regulations, notifications, orders or requirements of the Stock Exchange

of Thailand, including the information disclosure requirements in relation to connected transactions and acquisition or disposal of substantial assets of the Company or its subsidiaries. 156

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At the Board’s meeting, if a director has any interest in the transaction, that director will not cast a vote on that resolution. If the value of the transaction reaches the statutory threshold under the regulations of the Stock Exchange of Thailand, the Company will propose the value to the shareholders’ meeting for approval. Additionally, the Company will procure a financial adviser to give opinion on the fairness and reasonableness of the transaction and will notify the names of the interested shareholders who are not entitled to cast a vote in the notice of the shareholders’ meeting.

Policies or trends in relation to connected transactions The Company will procure the Audit Committee or the Company’s auditors or an independent expert to examine

and give opinion on the fairness and reasonableness of related transactions. The transactions will be in the ordinary course of business and on an arms’ length basis. The Company will comply with the securities and exchange law, notification, orders or any other rules of the Stock Exchange of Thailand, including the disclosure requirements in relation to connected transactions and acquisition or disposal of substantial assets of the Company or its subsidiaries.

157 Annual Report 2007 Golden Land Property Development Public Company Limited

A u d i t C o m m i t t e e ’s R e p o r t The Audit Committee of Golden Land Property Development Public Company Limited, consists of 3 independent directors: Dr. Boonserm Weesakul is committee chairman, Prof. Krisda Arunvongse and Pol. Sub. Lt. Kriengsak Lohachala are committee members. In the year 2007, the Committee convened a total of 4 meetings to fulfil its role and responsibilities ensuring the accuracy and completeness of the Company’s financial reports in accordance with the generally accepted auditing standard, the sufficiency of data disclosure, the adequacy and efficiency of the internal control system as well as the conflict of interest. In February 2008, the Audit Committee met with the Company’s auditors to ask further information and discuss auditing process of the Company’s financial reports. The Committee is of the opinion that the Company’s annual financial reports for the year 2007 are fairly presented and no transactions are found that might materially affect the financial reports. The Committee is tasked to ensure the Company’s compliance with the Securities and Exchange Acts and laws related to the Company’s business based on the internal audit reports. Upon review, the Committee deems the Company’s operations to be in accordance with relevant laws and regulations. The Audit Committee reviewed the selection of the Company’s auditor and the auditing fee, and then proposed to the Board of Directors that Mr. Supot Singhasaneh, Certified Public Account No. 2826 and/or Ms. Nittaya Chetchotiros, Certified Public Account No. 4439 and/or Ms. Vannaporn Jongperadechanon, Certified Public Account No. 4098 of KPMG Phoomchai Audit Co., Ltd. be appointed the Company’s auditors for the year 2008. The proposal will be subsequently presented to the Annual General Meeting of Shareholders for approval.

(Dr. Boonserm Weesakul) Chairman of the Audit Committee

158

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A u d i t R e p o rt o f C e r t i f i e d P u b l i c A c c o u n t a n t To the shareholders of Golden Land Property Development Public Company Limited I have audited the accompanying consolidated and separate balance sheets as at 31 December 2007, and the related statements of income, changes in shareholders’ equity and cash flows for the year then ended of Golden Land Property Development Public Company Limited and its subsidiaries, and of Golden Land Property Development 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 audit. The consolidated financial statements and the Company’s financial statements of Golden Land Property Development Public Company Limited and its subsidiaries, and of Golden Land Property Development Public Company Limited, respectively, for the year ended 31 December 2006 were audited by another auditor whose reported dated 26 February 2007 expressed an unqualified opinion on those statements. As described in note 34 to the financial statements, the Company’s financial statements for the year ended 31 December 2006 have been restated for the effects of the change in accounting policy for the investment in subsidiaries and associates from the equity method of accounting to the cost method, and are now turned “separate” financial statements. I have audited the adjustments that were applied to the restatement of the Company’s 2006 financial statements and in my opinion these adjustments are appropriate and have been properly applied. I conducted my audit 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 2007 and the results of operations and cash flows for the year then ended of Golden Land Property Development Public Company Limited and its subsidiaries, and of Golden Land Property Development Public Company Limited, respectively, in accordance with generally accepted accounting principles. Without qualifying my opinion on the above financial statements, I draw attention to Note 4 to the financial statements. The Company and its related parties had significant business transactions with related parties, principally relating to the provision of services, loans and advances. Such transactions have been concluded on the terms and basis agreed between these parties.

(Vannaporn Jongperadechanon) Certified Public Accountant Registration No. 4098 KPMG Phoomchai Audit Ltd. Bangkok 25 February 2008 159 Annual Report 2007 Golden Land Property Development Public Company Limited

Golden Land Property Development Public Company Limited and its Subsidiaries

Balance sheets As at 31 December 2007 and 2006

Consolidated financial statements Assets

Note

2007

2006

(in Baht) Separate financial statements 2007

2006 (Restated)

Current assets Cash and cash equivalents

276,473,370

251,880,467

13,073,401

9,828,315

110,817,032

75,752,883

801,542

146,056,291

589,064,470

1,865,037,012

1,068,592,862

20,266

649,143

- current projects

8, 17

3,104,095,979

3,223,395,429

Other current assets

234,480,796

155,469,306

7,659,280

8,523,901

5,736,960,480

5,364,155,417

21,554,489

19,001,359

6 (b)

39,909,483

50,662,310

4,206,900

Investments in subsidiaries and associates

479,270,213

39,190,235 1,962,961,571

1,077,261,530

Amounts due from related parties

- 2,230,309,948

2,655,067,968

Long-term loans to related parties

2,369

37,173,885 1,933,275,872

2,129,193,513

Current investments-fixed deposits Current investments under commitments-savings deposit

6 (a)

Trade accounts receivable and unbilled construction work in progress Properties under development for sale

Total current assets

Non-current assets Deposit at banks under commitments

Properties under development for sale

11, 17

567,248,672

Land and leasehold land held for development

12, 17

Properties under development for rent Property, plant and equipment

591,585,703

558,082,298

2,086,011,059

3,004,691,198 1,179,621,564

1,057,656,529

13, 17

3,732,964,732

3,351,110,649

765,899,207

772,653,578

14, 17

109,070,597

114,964,023

91,104,494

97,896,842

Intangible assets

2,407,166

1,109,749

2,365,649

995,179

Other non-current assets

44,209,299

29,867,599

26,703,410

24,950,664

7,061,093,590

7,220,355,351

8,750,324,013

8,377,965,001

12,798,054,070 12,584,510,768

8,771,878,502

8,396,966,360

Total non-current assets Total assets

The accompanying notes are an integral part of the financial statements.

160

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Golden Land Property Development Public Company Limited and its Subsidiaries

Balance sheets As at 31 December 2007 and 2006

Consolidated financial statements Liabilities and shareholdersâ&#x20AC;&#x2122; equity

2006

(in Baht) Separate financial statements

Note

2007

2006 (Restated)

financial institutions

4,827,853

149,742,184

122,044,587

Trade accounts payable

4, 18

339,646,521

372,587,256

474,867

709,675

1,455,109,917

1,861,193,967

400,000,000

300,000,000

116,500,000

308,000,000

396,000,000

308,000,000

396,000,000

Accrued output VAT

162,103,953

193,381,641

148,749,474

171,087,106

Income tax payable

52,460,328

58,775,859

7,843,873

15,991,814

4, 17

10,467,290

760,340

634,005,025

531,362,767

25,240,050

30,719,021

2,966,620,887

3,680,304,014

890,308,264

1,153,812,543

1,460,314,268

2,105,561,756

400,000,000

Current liabilities Bank overdrafts and short-term loans from

Current portion of long-term loans from financial institutions Short-terms loan from related persons Current portion of debentures

17 4, 17 17

Current portion of finance lease and hire purchase liabilities Other current liabilities Total current liabilities

Non-current liabilities Long-term loans from financial institutions

Long-term loans from related parties

4, 17

26,739

912,304,243

1,326,448,181

Long-term loan from shareholder of subsidiary

4, 17

269,253,303

294,868,455

308,000,000

4(d), 20

978,300,380

255,943,273

176,291,942

206,316,914

175,242,353

4, 17

35,044,158

119,056,758

94,047,233

1,597,500

1,521,762

Total non-current liabilities

3,117,938,879

2,978,769,386

1,120,218,657

2,211,212,296

Total liabilities

6,084,559,766

6,659,073,400

2,010,526,921

3,365,024,839

Debentures Deferred income Provisions Finance lease liabilities Other non-current liabilities

The accompanying notes are an integral part of the financial statements.

161 Annual Report 2007 Golden Land Property Development Public Company Limited

Golden Land Property Development Public Company Limited and its Subsidiaries

Balance sheets As at 31 December 2007 and 2006

Consolidated financial statements Note

2007

2006

(in Baht) Separate financial statements 2007

2006 (Restated)

Shareholders’ equity Share capital Authorised share capital 708,782,069 ordinary shares of Baht 10 each

23, 24

7,087,820,690

7,087,820,690 7,087,820,690

7,087,820,690

23, 24

6,300,820,690

6,300,820,690 6,300,820,690

6,300,820,690

Issued and paid - up share capital 630,082,069 ordinary shares of Baht 10 each Share discount

(505,787,876)

98,180,380

30,433,236

77,227,512

30,433,236

878,568,727

121,599,171

889,091,255

(793,524,529)

6,771,781,921

5,947,065,221

6,761,351,581

5,031,941,521

(58,287,617)

(21,627,853)

6,713,494,304

5,925,437,368

6,761,351,581

5,031,941,521

12,798,054,070 12,584,510,768

8,771,878,502

8,396,966,360

Retained earnings (deficit) Appropriated - Legal reserve

Unappropriated (deficit) Total equity attributable to the Company’s shareholders Minority interest

1 (b)

Total shareholders’ equity Total liabilities and shareholders’ equity

The accompanying notes are an integral part of the financial statements.

162

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Golden Land Property Development Public Company Limited and its Subsidiaries

Statements of income For the years ended 31 December 2007 and 2006

Consolidated financial statements Note

(in Baht) Separate financial statements

2007

2006

2007

2006 (Restated)

2,296,765,699

3,162,403,679

499,269,772

450,036,722

17,548,459

6,954,913

24,831,839

22,404,308

24,831,839

22,404,307

797,765,354

Revenues Revenue from sales of real estate Revenue from rental and services

Revenue from golf course operation Gain from sale of land and building under finance lease 4 Management fee income

196,100,196

319,961,821

Interest income

24,927,302

13,597,604

41,720,017

45,959,213

Dividend income

4, 10

- 1,791,346,739

10,761,850

Other income

4, 27

83,385,349

27,835,811

108,842,256

19,114,679

31,694,088

(8,172,502)

3,758,639,403

3,668,105,622

2,180,389,506

425,156,783

1,507,738,070

2,017,133,975

355,270,848

319,177,952

8,293,384

8,963,979

5,301,720

5,652,269

5,301,720

5,652,269

658,637,164

630,071,331

267,490,679

221,438,543

699,900

743,919

699,900

743,919

13,600,000

590,000

490,000

590,000

490,000

31,074,561

10,291,942

31,074,561

9,242,353

Total expenses

2,559,312,263

2,983,561,388

327,050,244

246,531,063

Profit before interest and income tax expenses

1,199,327,140

684,544,234

1,853,339,262

178,625,720

4, 31

272,104,305

319,605,137

91,104,235

104,110,080

139,682,929

118,730,160

32,824,967

37,474,004

787,539,906

246,208,937

1,729,410,060

37,041,636

36,604,903

24,923,769

824,144,809

271,132,706

1,729,410,060

37,041,636

1.31

0.43

2.74

0.06

Share of gain (loss) from investments accounted for using the equity method Total revenues Expenses Cost of real estate sales Cost of rental and services Cost of golf course operation Selling and administrative expenses

4, 28

Loss on disposal of investment in subsidiaries and property fund Impairment in value of investment in associate Directorsâ&#x20AC;&#x2122; remuneration Provision for litigation

Interest expense Income tax expense

4, 29 21

Profit after interest and income tax expenses Net loss of minority interest Net profit Earnings per share Basic Net profit

The accompanying notes are an integral part of the financial statements.

163 Annual Report 2007 Golden Land Property Development Public Company Limited

Golden Land Property Development Public Company Limited and its Subsidiaries

S t a t e m e n t s o f i n s h a r e h o l d e r s’ e q u i t y For the years ended 31 December 2007 and 2006

(in Baht) Consolidated financial statements Retained earnings (Deficit) Total equity Appropriated attributable to to legal Unappropriated the Company’s reserve (Deficit) shareholders

Issued and paid-up share capital

Share discount

6,300,820,690

(505,787,876)

24,033,280

Net profit (loss)

271,132,706

(24,923,769)

Legal reserve

6,399,956

(6,399,956)

(26,573,630)

(66,038,162)

6,300,820,690

(505,787,876)

30,433,236

121,599,171

Net profit (loss)

824,144,809

(36,604,903)

787,539,906

Legal reserve

67,747,144

(67,747,144)

Decreased from liquidated subsidiary

571,891

(54,861)

517,030

6,300,820,690

(505,787,876)

98,180,380

878,568,727

Note Balance at 1 January 2006

Total shareholders’ equity

Minority interest

(143,133,579) 5,675,932,515

95,907,708 5,771,840,223 246,208,937

Minority interest share of loss on changes of capital of subsidiary Return of capital to minority interests on liquidation of property fund - Golden Land Fund Two Balance at 31 December 2006

Balance at 31 December 2007

5,947,065,221 (21,627,853) 5,925,437,368

6,771,781,921 (58,287,617) 6,713,494,304

(in Baht) Separate financial statements Retained earnings (Deficit)

Note Balance at 1 January 2006 (as previously reported) Change in accounting policy Restated balance

Issued and paid-up share capital

Total Appropriated to Unappropriated shareholders’ legal reserve (Deficit) equity

Share discount

6,300,820,690 (505,787,876) 34

24,033,280

6,300,820,690 (505,787,876)

24,033,280

(143,133,579) 5,675,932,515 (681,032,630)

(681,032,630)

(824,166,209) 4,994,899,885

Net profit

37,041,636

Legal reserve

6,399,956

(6,399,956)

6,300,820,690 (505,787,876)

30,433,236

Balance at 31 December 2006

(793,524,529) 5,031,941,521

Net profit

1,729,410,060

Legal reserve

46,794,276

(46,794,276)

6,300,820,690 (505,787,876)

77,227,512

Balance at 31 December 2007

The accompanying notes are an integral part of the financial statements.

164

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889,091,255 6,761,351,581

Golden Land Property Development Public Company Limited and its Subsidiaries

Statements of cash flows For the years ended 31 December 2007 and 2006

Consolidated financial statements Note

2007

2006

(in Baht) Separate financial statements 2007

2006 (Restated)

Cash flows from operating activities Net profit

824,144,809

271,132,706

1,729,410,060

37,041,636

2,760,305

(110,555)

Depreciation and amortisation

154,203,417

180,424,109

15,487,638

18,175,247

Interest income

(24,927,302)

(13,597,604)

(41,720,017)

(45,959,213)

Interest expense

272,104,305

319,605,137

91,104,235

104,110,080

Provision for litigation

31,074,561

10,291,942

31,074,561

9,242,353

Provision for rental guarantee expense

48,576,770

440,434

(7,294,591)

33,063,661

(797,765,354)

620,187

3,287,682

1,931,912

Reversal of allowance for doubtful accounts

(2,330,444)

(971,326)

Allowance for doubtful accounts

5,992,692

2,480,249

49,364,704

using the equity method

(31,694,088)

8,172,502

Net loss of minority interest

(36,604,903)

(24,923,769)

699,900

743,919

699,900

743,919

Impairment in value of investment in associate

13,600,000

Reversal of dividend received from investment in property fund

11,795,410

Dividend income

(1,791,346,739)

(10,761,850)

139,682,929

118,730,160

32,824,967

37,474,004

579,683,627

909,300,139

129,968,417

163,682,943

(794,113,706)

(247,327,551)

1,600,203

2,455,787

139,949,918

(97,534,051)

62,456,899

24,727,280

1,308,571

(5,544,975)

406,413,408

(339,153,800)

Properties under development for sale

24,337,031

(6,487,876)

(60,000)

Land and leasehold land held for development

52,762,355

431,919,073

(121,965,035)

(787,848,450)

Other non-current assets

(15,639,117)

31,360,118

(3,123,216)

(8,365,361)

Adjustments for Amortisation of unearned income

Loss on fixed asset disposal (Gain) loss on disposal of property development projects for sale Gain from sale of land and building under finance lease Loss from impairment and write off of assets

Share of (gain) loss from investments accounted for

Loss on disposal of investment in subsidiaries and property fund

Income tax expense

Changes in operating assets and liabilities Trade accounts receivable and unbilled construction work in progress Properties under development for sale -current projects Other current assets Amounts due from related parties

The accompanying notes are an integral part of the financial statements.

165 Annual Report 2007 Golden Land Property Development Public Company Limited

Golden Land Property Development Public Company Limited and its Subsidiaries

Statements of cash flows For the years ended 31 December 2007 and 2006

Consolidated financial statements Note

Trade accounts payable

2007

2006

(in Baht) Separate financial statements 2007

2006 (Restated)

(32,940,735)

6,692,330

(234,808)

236,390

and unearned income

(5,879,002)

(848,835,800)

(198,095)

Other current liabilities

104,382,511

129,147,428

(26,787,642)

26,711,818

Other non-current liabilities

(65,786,464)

5,482,443

75,739

434,852

Income tax paid

(249,569,997)

(96,370,358)

(40,972,908)

(37,875,377)

Net cash provided by (used in) operating activities

(200,356,680)

242,073,175

346,282,729

(985,524,268)

Interest received

24,592,152

13,597,604

62,714,834

276,294

Increase in current investments - fixed deposits

(35,064,149)

(75,752,883)

443,008,179

412,218,528

(801,542)

628,359,857

10,752,827

45,304,281

4,206,900

3,811,873

1,346,739

10,761,849

1,346,739

10,761,849

1,790,000,000

(220,000,000)

Cash received from investment in property fund

18,000,000

7,200,000

Cash received from liquidated property fund

22,767,255

Cash paid for long-term loans to related parties

(15,775,724)

Cash received in long-term loans to related parties

46,954,547

78,088

2,507,601,866

1,595,506,879

(680,000,000)

(876,633)

(262,054)

2,924,819,651

9,664,035

2,557,000

6,754,760

(324,190,144)

(70,913,830)

(4,938,354)

(20,821,910)

2,216,334,700

350,114,932

1,098,988,310

941,596,213

Deposits and advances received from customers

Cash flows from investing activities

(Increase) decrease in current investments under commitment-savings deposits Decrease in investment in property fund Decrease in deposit at banks under commitments Dividend received from investment in property fund Dividend received from subsidiaries Cash paid for investment in associates

Cash paid for investment in property fund Cash outflow on liquidation of subsidiaries and property fund

(1,780,686) (2,363,699,133) (1,283,053,389)

Proceeds from properties under development for rent and sales of property, plant and equipment under finance lease Purchase of property, plant and equipment and properties under development for rent Net cash provided by investing activities

The accompanying notes are an integral part of the financial statements.

166

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Golden Land Property Development Public Company Limited and its Subsidiaries

Statements of cash flows For the years ended 31 December 2007 and 2006

Consolidated financial statements Note

2007

2006

(in Baht) Separate financial statements 2007

2006 (Restated)

Cash flows from financing activities Interest paid

(256,830,761)

(305,092,319)

(93,337,428)

(109,273,513)

(26,573,630)

(220,075)

(66,038,162)

(144,914,331)

(123,906,064)

(122,044,587)

(151,603,661)

(25,615,152)

(40,091,581)

(116,500,000)

(60,000,000)

(116,500,000)

(60,000,000)

Increase in long-term loans from related parties

26,739

66,500,000

2,552,038,505

1,715,269,291

Decrease in long-term loan from related parties

(2,966,182,443)

(968,826,108)

Cash received from long-term loans from financial institutions

2,349,511,058

1,972,717,784

Cash paid for long-term loans from financial institutions

(3,400,842,595) (1,788,147,061)

(300,000,000)

(396,000,000)

(766,631,033) (1,442,025,953)

29,566,009

24,592,903

(174,442,926)

3,245,086

(14,362,046)

251,880,467

426,323,393

9,828,315

24,190,361

276,473,370

251,880,467

13,073,401

9,828,315

Minority interests share of loss on changes of capital of subsidiary Return of capital to minority interests on liquidation of property fund Decrease in bank overdrafts and short-term loans from financial institutions Decrease in long-term loan from shareholder of subsidiary Decrease in short-term loans from related persons

Cash paid for debentures

(396,000,000)

Net cash provided by (used in) financing activities

(1,991,385,117)

Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year

(396,000,000)

The accompanying notes are an integral part of the financial statements.

167 Annual Report 2007 Golden Land Property Development Public Company Limited

Golden Land Property Development Public Company Limited and its Subsidiaries

Notes t o the financial statements For the years ended 31 December 2007 and 2006

General information Golden Land Property Development Public Company Limited, the “Company”, is incorporated in Thailand and has its

registered office at 153/3 Goldenland Building, 8th Floor, Soi Mahardlekluang 1, Rajdamri Road, Lumpini, Pathumwan, Bangkok. The Company was listed on the Stock Exchange of Thailand on 17 June 1994. The principal businesses of the Company are property development and related services. Details of the Company’s subsidiaries as at 31 December 2007 and 2006 were as follows: Ownership interest (%) Name of the entity

Type of business

2007

2006

100 100 100 100 100 100 100 100 100

100 100 100 100 100 100 100 100 100 100 100 100 100 79 70 60

Direct subsidiaries

1 2 3 4 5 6 7 8 9

Baan Chang Estate Co., Ltd.

Property develop

Narayana Pavilion Co., Ltd.

Office building rental

United Homes Co., Ltd.

Property development

Golden Land Developments Co., Ltd.

Engineering consultancy

Golden Land (Mayfair) Co., Ltd.

Residential building rental

North Sathorn Realty Co., Ltd.

Property development

Ritz Village Co., Ltd.

Property development

Golden Land Polo Limited

Property development

Golden Land (Retail) Limited

Property development consultancy

10 11 12 13 14 15 16

Golden Land (Nichada Thani) Co., Ltd.

Property development

Grand Paradise Property Co., Ltd.

Property development

Golden Property Services Co., Ltd.

Property development management

Golden Habitation Co., Ltd.

Property development

Sathorn Thong Co., Ltd.

Property development

S.R.E.F. (Managers) Co., Ltd.

Fund advisor

Sathorn Supsin Co., Ltd.

Residential building rental

100 100 100 100 79 60

Property development

Residential building rental

Indirect subsidiaries

Walker Homes Co., Ltd. (and 50% held by Narayana Pavilion Co., Ltd.)

MSGL Property Company Limited (100% held by Golden Land Polo Limited)

Grand Mayfair Co., Ltd. (100% held by Golden Land (Mayfair)

168

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(a) In February 2007, Grand Mayfair Co., Ltd, a subsidiary of Golden Land (Mayfair) Co., Ltd., was established with authorised share capital of Baht 100,000. At the Extraordinary Shareholders’ Meeting of Grand Mayfair Co., Ltd. held on 23 April 2007, it was resolved to convert 1 share with par value of Baht 100 to 10 shares with par value of Baht 10. In addition, it was resolved to increase the share capital by 1.49 million shares with par value of Baht 10 and call for payment at 80% of the par value, all of which increased shares were allocated to Golden Land (Mayfair) Co., Ltd. As at 31 December 2007, Golden Land (Mayfair) Co., Ltd. owned 1,499,994 shares of Grand Mayfair Co., Ltd., representing 100% of its issued and paid up share capital. (b) As at 31 December 2007 and 2006, there was a negative balance on minority interest as the minority shareholder has undertaken to bear its share of the capital deficiency of the investee companies.

Basis of preparation of the financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English transla-

tion of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand. During 2007, the FAP issued the following revised TAS relevant to the Group’s operations and effective for accounting periods beginning on or after 1 January 2007: TAS 44 (revised 2007)

Consolidated and Separate Financial Statements

TAS 45 (revised 2007)

Investments in Associates

The adoption of these revised TAS has resulted in a change in the Company’s accounting policy for interests in subsidiaries and associates in the separate financial statements of the Company. The effects of this change are disclosed in note 34. In addition to the above revised TAS, the FAP has issued during 2007 a number of other new and revised TAS which are only effective for financial statements beginning on or after 1 January 2008 and have not been adopted in the preparation of these financial statements. These new and revised TAS are disclosed in note 38. The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest million unless otherwise stated. They are prepared on the historical cost basis except as stated in the accounting policies. The preparation of financial statements in conformity with TAS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources. Accordingly, actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. Judgements made by management in the application of TAS that have a significant effect on the financial statements and in arriving at estimates with a significant risk of material adjustment in the following year are discussed in notes 10, 11, 13 and 21.

169 Annual Report 2007 Golden Land Property Development Public Company Limited

Significant accounting policies

(a)

Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”)

and the Group’s interests in associates. Significant intra-group transactions between the Company and its subsidiaries are eliminated on consolidation.

Subsidiaries Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Associates Associates are those companies in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the 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.

(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 balance sheet date are translated to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income. Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions.

(c)

Cash and cash equivalents Cash and cash equivalents in the statements of cash flows comprise cash balances and call deposit. Bank overdrafts

that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows.

(d)

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.

(e)

Properties under development for sale Properties under development for sale are stated at specifically identified cost, including borrowing costs capitalised,

aggregate cost of development, materials and supplies, wages and other direct expenses, less any allowance considered necessary by the management. Properties held for sale are stated at the lower of cost and their estimated net realisable value. Borrowing costs payable on loans funding a property under development are capitalised, on a specific identification basis, as part of the cost of the property until the completion of the development or until development of the property is suspended. 170

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(f)

Investments Investments are stated at cost less impairment loss.

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. This is a change of accounting policy, the effects of which are disclosed in note 34. Investments in associates in the consolidated financial statements are accounted for using the equity method.

Investments in property funds Investments in property funds are stated in accordance with the net asset value, excluding the recognised unrealised gains from property valuation of the fund.

Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount is recognised in the statement of income.

(g)

Properties under development for rent Owned assets Properties under development for rent are stated at cost less accumulated depreciation and impairment losses. Borrowing costs payable on loans funding a property under development are capitalised, on a specific identification

basis, as part of the cost of the property until the completion of the development or until development of the property is suspended.

Leased assets Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases is capitalised at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of income.

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 properties under development for rent. The estimated useful lives are as follows: Leasehold rights

Over the period of lease

Buildings and other constructions

5-50 years

Equipment

5-7 years

Furniture, fixtures and office equipment

5-7 years

No depreciation is provided on freehold land or construction in progress.

(h)

Property, plant and equipment Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

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: Golf course Buildings and other constructions

10 years 5-20 years

Club house

20 years

Equipment

3-7 years 171 Annual Report 2007 Golden Land Property Development Public Company Limited

Furniture fixtures and office equipment Vehicles Facilities systems No depreciation is provided on freehold land or assets under construction.

(i)

5-7 years 5 years 5 years

Intangible assets Software licenses Software licenses acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to the statement of income using the straight-line method over 3-5 years.

(j)

Impairment

The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognised in the statement of income. Calculation of recoverable amount The recoverable amount of assets is the greater of the assets’ net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Reversals of impairment An impairment loss 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 recognized.

(k)

Interest -bearing liabilities

Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the statement of income over the period of the borrowings on an effective interest basis.

(l)

Trade and other accounts payable Trade and other accounts payable are stated at cost.

(m)

Employee benefit

Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of income as incurred.

(n)

Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 172

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(o)

Revenue Revenue from sales of real estate Revenue from sales of real estate is recognised in the same manner as for construction contracts and after meeting

further conditions, including among others: • finalised sales agreements, or in the case of condominium developments finalised sales agreements for a minimum of 40% of the area offered for sale; • non-refundable deposits from customers of at least 20% of the value of each sales agreement; and • the development is a minimum of 10% complete (as measured by estimations made by the project surveyors).

Revenue from rental and services Revenue from rental and related services from property development projects for rent is recognised as revenue on an accrual basis. Unearned lease rights are recognised as revenue over the period of the lease.

Revenue from golf course membership Deferred golf course membership fees are recognised as income over a period of ten years.

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. Usually this is the date that the investee’s shareholders approved the dividend in their annual or extraordinary general meeting.

Income from finance leases Income from finance leases is recognised on the accrual basis under the annuity method.

Other income Other income is recognised on an accrual basis.

(p)

Expenses Operating leases Payments made under operating leases are recognised in the statement of income on a straight line basis over the

term of the lease.

Finance costs Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of finance lease payments is recognised in the statement of income using the effective interest rate method.

Other expense Other expenses are recognised on the accrual basis.

(q)

Income tax 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 or substantially enacted at the balance sheet date and applicable to the reporting period, and any adjustment to tax payable in respect of previous years.

Related party transactions and balances Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders

or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices.

173 Annual Report 2007 Golden Land Property Development Public Company Limited

The followings are 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. Country of incorporation/ Name of entities 1

Baan Chang Estate Co., Ltd.

nationality Thailand

Nature of relationships Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Narayana Pavilion Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

United Homes Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Golden Land Developments Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Golden Land (Mayfair) Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

North Sathorn Realty Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Ritz Village Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Golden Land Polo Limited

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Golden Land (Retail) Limited

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Golden Land (Nichada Thani) Co.,, Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Grand Paradise Property Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Golden Property Services Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Golden Habitation Co., Ltd.

Thailand

Subsidiary, 100% shareholding, more than 50% of directors are representatives of the Company

Sathorn Thong Co., Ltd.

Thailand

Subsidiary, 79% shareholding, more than 50% of directors are representatives of the Company

S.R.E.F. (Managers) Co., Ltd.

Thailand

Subsidiary, 70% shareholding, more than 50% of directors are representatives of the Company

Sathorn Supsin Co., Ltd.

Thailand

Subsidiary, 60% shareholding, more than 50% of directors are representatives of the Company

Walker Homes Co., Ltd.

Thailand

Subsidiary, 50% indirect shareholding, more than 50% of directors are representatives of the Company

MSGL Property Company Limited

Thailand

Subsidiary, 100% indirect shareholding, more than 50% of directors are representatives of the Company

Grand Mayfair Co., Ltd.

Thailand

Subsidiary, 100% indirect shareholding, more than 50% of directors are representatives of the Company

174

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Country of incorporation/ Name of entities 20

North Sathorn Hotel Co., Ltd.

nationality

Nature of relationships

Thailand

Associate, 20% shareholding, more than 20% of directors are representatives of the Company

Gold Property Fund

Thailand

Associate, 33% shareholding, more than 20% of directors are representatives of the Company

Baan Jearanai Co., Ltd.

Thailand

Associate, 50% shareholding, more than 20% of directors are representatives of the Company

Khunying Sasima Srivikorn

Thailand

Director of the Company

Ascott International Management (Thailand) Limited

Thailand

Related Company

Siam Holdings Limited

Singapore

Shareholder of a subsidiary

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

Pricing policies

Management fee income

Based on contractually agreed prices.

Service income

Based on contractually agreed prices.

Rental and service income

Based on agreed prices.

Consultancy service income

Based on contractually agreed prices.

Interest income

Average loan from bank rate and partly interest free.

Interest expense

Average loan from bank but not exceeding 7.75% per annum and partly interest free

Rental expense

Based on contractually agreed prices.

Utility expense

Based on contractually agreed prices.

Management fee expense

Based on contractually agreed prices.

Central charge expense

Based on agreed prices.

Professional fee expense

Based on agreed prices.

Rental guarantee expense

Based on contractually agreed prices.

Significant transactions for the years ended 31 December 2007 and 2006 with related parties were as follows: Consolidated

Separate

financial statements

2007

2006

(in million Baht) Subsidiaries Management fee income

196.10

319.96

Interest income

39.58

45.68

Dividend income

1,790.00

Other income

5.19

Interest expense

25.43

2.25

Rental expense

21.41

22.24

Utility expense

2.95

1.80

Management fee expense

0.44

0.48

175 Annual Report 2007 Golden Land Property Development Public Company Limited

Consolidated

Separate

financial statements

2007

2006

(in million Baht) Associates Gain from sale of land and building under finance lease Rental income Service income

797.77

8.24

0.21

2.11

44.00

55.00

Dividend income

1.35

10.76

Other income

7.94

1.45

Share of gain from property fund dissolution

0.22

22.77

Rental guarantee expense

43.62

Rental expense

66.33

Consultancy service income

Other related companies Rental and service income

6.28

3.23

Management fee expense

11.46

13.06

Central charge expense

5.41

3.52

Professional fee expense

10.93

11.03

Interest expense

16.68

19.68

Interest expense

6.12

7.09

6.12

7.09

Directors’ remuneration

0.59

0.49

0.59

0.49

Related persons

Balances as at 31 December 2007 and 2006 with related parties were as follows: Consolidated

Separate

financial statements

2007

2006

(in million Baht) Amounts due from related parties Subsidiaries United Homes Co., Ltd.

2,030.40

2,431.39

Walker Homes Co., Ltd.

13.70

27.00

Ritz Village Co., Ltd.

146.59

136.34

Golden Property Services Co., Ltd.

0.21

0.43

Sathorn Supsin Co., Ltd.

19.26

Sathorn Thong Co., Ltd.

21.83

67.43

North Sathorn Realty Co., Ltd.

38.52

Grand Mayfair Co., Ltd.

5.14

Narayana Pavilion Co., Ltd.

Total

2,275.65

2,682.07

Less Allowance for doubtful accounts

(45.34)

(27.00)

Net

2,230.31

2,655.07

Bad debt and doubtful debt expense for the year

18.34

176

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0.22

Consolidated Separate financial statements financial statements 2007 2006 2007 2006 (in million Baht) Long-term loans to related parties (including interest receivable) Subsidiaries Baan Chang Estate Co., Ltd. United Homes Co., Ltd. Golden Land Developments Co., Ltd. Golden Land (Mayfair) Co., Ltd. Ritz Village Co., Ltd. Golden Land Polo Limited Golden Land (Retail) Limited Golden Land (Nichada Thani) Co., Ltd. S.R.E.F. (Managers) Co., Ltd. Sathorn Thong Co., Ltd. Sathorn Supsin Co., Ltd. Walker Homes Co., Ltd. North Sathorn Realty Co., Ltd. Grand Paradise Property Co., Ltd. Golden Habitation Co., Ltd. MSGL Property Company Limited Narayana Pavilion Co., Ltd. Related person Associates Baan Jearanai Co., Ltd. (See note 4(a)) Others Total Less Allowance for doubtful accounts

1.58

246.93 66.70 821.89 25.29 14.75 1.66 583.92 79.45 0.02 164.39 232.57 8.63 -

271.57 73.02 0.07 720.80 491.79 111.62 14.75 2.40 0.18 19.20 594.81 12.83 70.76 0.03 0.66 9.20 0.04 1.58

41.15 41.15 (41.15)

70.46 0.29 72.33 (35.16)

33.98 2,280.18 (346.91)

49.72 0.05 2,445.08 (315.89)

Net

37.17

1,933.27

2,129.19

Bad debt and doubtful debt expense for the year

5.99

3.16

31.02

44.34

Movements during the year ended 31 December on long-term loans to related parties were as follows: Consolidated Separate financial statements financial statements 2007 2006 2007 2006 (in million Baht) Long-term loans to related parties At 1 January 72.33 70.63 2,445.08 2,724.93 Increase 15.78 1.78 2,363.70 1,269.98 Decrease (46.96) (0.08) (2,528.60) (1,549.83) At 31 December Trade accounts payable Associate Gold Property Fund Short-term loans from related persons

41.15

72.33

6.43

116.50

2,280.18

2,445.08

177 Annual Report 2007 Golden Land Property Development Public Company Limited

Movements during the year ended 31 December on short-term loans from related persons were as follows: Consolidated

Separate

financial statements

2007

2006

(in million Baht) Short-term loans from related persons At 1 January

116.50

110.00

116.50

110.00

Increase

66.50

Decrease

(116.50)

(60.00)

(116.50)

(60.00)

116.50

10.47

269.25

294.87

101.73

85.05

32.01

4.59

At 31 December Current portion of finance lease liabilities Associate Gold Property Fund Long-term loan from shareholder of subsidiary Siam Holdings Limited Accrued interest expense Related party Siam Holdings Limited Accrued expense Associate Gold Property Fund Related party Ascott International Management (Thailand) Limited

2.63 Consolidated

Separate

financial statements

2007

2006

(in million Baht) Long-term loans from related parties Subsidiaries Narayana Pavilion Co., Ltd.

262.93

324.98

Golden Property Services Co., Ltd.

0.04

0.08

Sathorn Thong Co., Ltd.

0.04

56.22

United Homes Co., Ltd.

47.85

940.22

Golden Habitation Co., Ltd

4.95

Golden Land (Mayfair) Co., Ltd.

101.15

Grand Mayfair Co., Ltd.

0.19

North Sathorn Realty Co., Ltd.

500.10

Baan Jearanai Co., Ltd.

0.01

North Sathorn Hotel Co., Ltd.

0.02

Total

0.03

912.30

Associates

178

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1,326.45

Movements during the year ended 31 December on long-term loans from related parties were as follows: Consolidated

Separate

financial statements

2007

2006

(in million Baht) Long-term loans from related parties At 1 January

1,326.45

646.50

Increase

0.03

2,552.03

1,648.78

Decrease

(2,966.18)

(968.83)

At 31 December

0.03

912.30

1,326.45

294.87

334.96

Increase

12.62

Decrease

(25.62)

(52.71)

269.25

294.87

35.04

Long-term loans from shareholder of subsidiary At 1 January

At 31 December Finance lease liabilities Associate Gold Property Fund

Significant agreements with related parties (a) On 31 December 2002, the Company and Narayana Pavilion Co., Ltd. entered into a settlement agreement with an associated company under which the associated company agreed to settle loans and accrued interest totalling Baht 35 million with the Company and the subsidiary by transferring ownership of its condominium units. However, the associated company has not yet transferred the ownership of condominium units to the Company and the subsidiary. The Company and subsidiary already set up full provision. (b) During 2007, Golden Land (Mayfair) Co., Ltd., a wholly-owned subsidiary of the Company, entered into a lease agreement with Gold Property Fund (the “Fund”), an associated company in which the Company holds 33% of the Fund Units. The agreement provided that the Fund would lease the land and buildings of the Mayfair Marriott Project (the “Project”), a residential project and related business, from the subsidiary for 30 years from 8 May 2007 to 7 May 2037 for a sum of Baht 1,700 million, payable on commencement of the lease, and an additional sum of Baht 258.8 million, also payable on commencement of the lease, in respect of an extension of the lease for an additional 30 years. The leasehold rights were valued by two independent valuers at Baht 2,200 million and Baht 2,351 million. The Fund has, under the terms of the lease, options to purchase the leased assets for Baht 405 million at the completion of the first 30 years of the lease term or Baht 984 million upon completion of the second 30 year term. The subsidiary has given guarantees to the Fund in respect of minimum rental income to be received by the Fund from the Project amounting to Baht 107.25 million for the remainder of 2007 and Baht 163.50 million per annum for the four years of 2008 to 2011 inclusive. The subsidiary has recorded an expense of Baht 169 million for the year ended 31 December 2007 in respect of this guarantee. The subsidiary has mortgaged the leased assets and pledged its 100% shareholding in Grand Mayfair Co., Ltd. to the Fund as collateral for its performance under the agreements. The Company has also given guarantees to the Fund in this respect. The subsidiary has accounted for the above transaction as a sale of the Mayfair Marriott Project to the Fund for the total consideration received from the Fund and recorded a gain of Baht 1,203 million against the book value of the Project and related expenses. The Group has recorded 67% of this gain in the consolidated statement of income and the remaining 33% has been set off against the carrying value of the Fund in the consolidated 179 Annual Report 2007 Golden Land Property Development Public Company Limited

balance sheet. This 33% of the gain which has been deferred will only be recognised in the consolidated statement of income upon disposal of the Company’s 33% interest in the Fund Units. The tax payable on the gain is payable over the term of the lease in accordance with the provisions of the Revenue Code. In accordance with the Group’s accounting policy, only the tax payable based on the taxable profit for the year ended 31 December 2007 in accordance with the Revenue Code has been charged to the statement of income for that year. The tax payable in future years on the gain has not been accrued in the financial statements. It is not practicable to estimate the amount of such tax as this will depend on the taxable profit of the subsidiary over the term of the lease and the tax rates enacted over that period. The subsidiary has entered into another agreement with the Fund to sell furniture and equipment of the Project to the Fund for Baht 56 million. The net book value of the furniture and equipment was Baht 46.65 million. (c) During the year, Grand Mayfair Co., Ltd., a wholly-owned subsidiary of Golden Land (Mayfair) Co., Ltd., entered into agreements with Gold Property Fund to sub-lease the land and buildings and furniture and equipment of the Mayfair Marriott Project (See note (b) above) for approximately 16 years from 8 May 2007 to 15 March 2023 unless the Fund exercises its right to renew the agreement for an additional 10 years. The rental payable to the Fund under the agreement comprises a fixed monthly sum of Baht 4 million and a variable monthly sum to be determined based on the operating results of Grand Mayfair Co., Ltd. (d) During 2007, the Company entered into a joint venture agreement with a third party to develop the North Sathorn Hotel Project. A joint venture company, North Sathorn Hotel Co., Ltd. (“NSH”), was formed to carry out the Project, in which the Company holds 20% and the third party holds 80% of the equity. In August 2007, North Sathorn Realty Co., Ltd. (“NSR”) sub-leased the Hotel Plot to NSH under two sub-lease agreements. The sub-leases contain the same terms and conditions as the head-leases except that in addition to the annual payments to be made by NSH to NSR as lessor, which are the same amounts as have to be paid under the head-lease by NSR to the Crown Property Bureau, the first sub-lease agreement required NSH to make an Initial Payment of Baht 988.60 million to NSR in consideration of NSR agreeing to sub-lease the land to NSH. The Crown Property Bureau has acknowledged and accepted the conditions of the sub-leases to NSH. The Initial Payment has been received by the subsidiary. The Group will amortise the income, including the Initial Payment referred to above, and costs relating to the lease and sub-lease over the term of the lease in accordance with its accounting policy for leasehold interests in land. NSH has paid a consultancy fee to the Company of Baht 50 million in connection with the North Sathorn Hotel Project and has entered into a development management agreement with the Company for a total sum of Baht 75 million under which the Company will provide development management services for the period from October 2007 to June 2011. The construction of the Hotel will be carried out by a third party.

Other commitment At 31 December 2007, the Company and its subsidiaries had provided guarantees to financial institutions for certain obligations and liabilities of subsidiaries totalling Baht 7,196.02 million (31 December 2006: Baht 6,122.47 million). 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. Others (a) As at 31 December 2007, interest on short-term loan from related person was charged at the minimum loan rate but not exceeding 7.75 percent per annum with the first repayment due on 30 November 2007 and the last repayment due on 30 December 2008. However, the Company repaid the short-term loan and interest for the whole amount in the third quarter of 2007. 180

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(b) On 31 March 2006, the Company and two subsidiaries, North Sathorn Realty Co., Ltd. and United Homes Co., Ltd., entered into agreements to offset inter-company loans as follows: (in million Baht) Golden Land Property Development Public Company Limited Loan to North Sathorn Realty Co., Ltd.

403.75

Loan from North Sathorn Realty Co., Ltd.

(160.00)

Balance loan to North Sathorn Realty Co., Ltd.

243.75

North Sathorn Realty Co., Ltd. Loan to United Homes Co., Ltd.

241.20

Loan from United Homes Co., Ltd.

(0.02)

Balance loan to United Homes Co., Ltd.

241.18

Offsetting balance Balance loan to North Sathorn Realty Co., Ltd.

243.75

Balance loan to United Homes Co., Ltd.

(241.18)

Balance loan to North Sathorn Realty Co., Ltd.

2.57

Golden Land Property Development Public Company Limited Outstanding Balance Balance loan to North Sathorn Realty Co., Ltd.

2.57

Balance loan to United Homes Co., Ltd.

241.18 243.75

(c) During the year 2006, a subsidiary repaid a loan from the Company and a related company by transferring the ownership of 3 condominium units of Baht 29.47 million to another company in return for which the Company received an additional 9% equity interest in the subsidiary previously held by the other company. (d)

On 22 May 2006, the Investment Committee of Siam Real Estate Fund declared and paid dividend of Baht 2 per unit to unit holders, a total of approximately Baht 17.94 million, of which the Company’s share was approximately Baht 10.76 million. On 30 August 2006, the Investment Committee of Siam Real Estate Fund reduced its registered funds by Baht 12 million. The Company received its 60% share of the said reduction, amounting to Baht 7.2 million. On 22 January 2007, the Investment Committee of Siam Real Estate Fund declared a dividend of Baht 0.30 per unit to unit holders, a total of approximately Baht 2.24 million, of which the Company’s share was approximately Baht 1.35 million; and resolved to reduce its registered funds by Baht 30 million. The Company received its 60% share of the reduction, amounting to Baht 18 million. On 21 May 2007, the unitholders of Siam Real Estate Fund resolved to dissolve the Fund on 15 June 2007, and on 7 June 2007 the management company sent a letter notifying the Securities and Exchange Commission of the dissolution of the Fund. The Fund was liquidated on 11 July 2007, and on 18 July 2007, the Fund’s liquidator registered the dissolution with the Securities and Exchange Commission. The Company received its share of the proceeds from the Fund dissolution, amounting to Baht 22.77 million.

(e) On 6 October 2006, the unit holders resolved to dissolve Golden Land Fund Two on 9 October 2006, and on 10 October 2006, the Fund’s management company sent a letter notifying the Securities and Exchange Commission of the dissolution of the Fund. The Fund was liquidated on 21 November 2006, and on 12 January 2007, the Fund’s liquidator registered the dissolution with the Securities and Exchange Commission. (f) In October 2006, Golden Land Fund Two, a subsidiary of the Company, entered into a transfer agreement with the Company under which the Company agreed to pay compensation of Baht 696 million for the lease right to a plot 181 Annual Report 2007 Golden Land Property Development Public Company Limited

of land at Soi Polo to the Fund. The Company paid in October 2006. The Company’s Board of Directors’ meeting held on 18 October 2006 resolved as follows: • dissolution of the investment in the Golden Land Fund Two; • acceptance of the Crown Property Bureau’s offer to exchange the lease right for the Soi Polo site with a lease right for a plot of land on Rama IV Road for development in an amount equivalent to its book value total of Baht 696 million; and • purchase of the construction design of the Polo project from MSGL Property Company Limited. (g) The Company’s subsidiary purchased 2 condominium units from Siam Real Estate Fund for the total amount of Baht 20.5 million. Ownership of the condominium units was transferred to the subsidiary in March 2007. (h) At the Board of Directors’ Meeting of the Company on 13 November 2006, it was resolved to establish Gold Property Fund (Type 1). It was offered for sale with the total fund size of the project not exceeding Baht 2,060 million divided into 206 million units of Baht 10 each. The fund was offered for sale to the public from 18 April 2007 to 26 April 2007 and received the subscription proceeds in May 2007. (i) The Extraordinary Shareholders’ Meeting of S.R.E.F. (Managers) Co., Ltd. held on 28 September 2007 resolved to dissolve the company on 30 September 2007, and on 1 October 2007, the company registered the dissolution with the Ministry of Commerce. The company was liquidated on 20 December 2007. (j) In 2007, the Company entered into service agreements with subsidiary companies to provide services for general administration and management. The Company recorded management fee income amounting to Baht 3.4 million per month.

Cash and cash equivalents Consolidated

Separate

financial statements

2007

2006

(in million Baht) Cash on hand Call deposits

1.30

2.22

0.11

1.89

268.24

198.66

5.76

6.40

Current accounts

6.93

48.34

7.20

0.10

Fixed deposit

1.44

13.07

9.83

Total

276.47

2.66 251.88

Cash and cash equivalent of the Group as at 31 December 2007 and 2006 were denominated entirely in Thai Baht.

Current investments under commitments and deposit at banks under commitments (a) As at 31 December 2007, savings accounts of subsidiaries totalling Baht 146.06 million (2006: Baht 589.06 million) comprised escrow accounts opened for the purpose of receiving payments from customers under agreements to purchase and sell land and houses. Withdrawal from escrow accounts is to be made in accordance with the withdrawal conditions stipulated in the escrow agreements. The subsidiaries have transferred their rights of claim over money in escrow accounts to certain banks to secure loans from those banks. (b) As at 31 December 2007, bank deposits of subsidiaries totalling Baht 39.91 million (2006: Company and subsidiaries Baht 50.66 million and Company Baht 4.21 million), were pledged as collateral for bank guarantees obtained from those banks.

182

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Trade accounts receivable and unbilled construction work in progress

Sales with signed agreements Total project sales Ratio of sales with signed agreements to total project sales (%)

Consolidated Separate financial statements financial statements 2007 2006 2007 2006 (in million Baht) 12,713.01 12,013.61 19,172.18 15,696.60 66.31 76.54 -

Trade accounts receivable and unbilled construction work in progress, net as at 31 December 2007 and 2006 consisted of: Consolidated Separate financial statements financial statements 2007 2006 2007 2006 (in million Baht) Unbilled construction work in progress 1,822.94 1,026.20 Accounts receivable, real estate 53.85 56.71 18.31 18.31 Rental and service receivable 29.83 29.58 0.02 1.62 Total 1,906.62 1,112.49 18.33 19.93 Less Allowance for doubtful accounts (41.59) (43.90) (18.31) (19.28) Net (Reversal) bad debts and doubtful debts expenses for the year

1,865.03

1,068.59

0.02

0.65

(2.31)

1.42

(0.97)

Trade accounts receivable and unbilled construction work in progress, net as at 31 December 2007 and 2006 classified by the ageing of the receivables were as follows: Consolidated Separate financial statements financial statements 2007 2006 2007 2006 (in million Baht) Accounts receivable, real estate Over 1 - 3 months 14.59 12.25 Over 3 - 6 months 0.41 1.67 Over 6 - 12 months 1.80 2.51 Over 12 months 37.05 40.28 18.31 18.31 53.85 56.71 18.31 18.31 Unbilled construction work in progress 1,822.94 1,026.20 1,876.79 1,082.91 18.31 18.31 Rental and service receivable Over 1 - 3 months 24.94 23.77 0.02 0.65 Over 3 - 6 months 0.34 0.30 Over 6 - 12 months 0.18 0.10 Over 12 months 4.37 5.41 0.97 29.83 29.58 0.02 1.62 Total 1,906.62 1,112.49 18.33 19.93 Less Allowance for doubtful accounts (41.59) (43.90) (18.31) (19.28) Net

1,865.03

1,068.59

0.02

0.65 183

Annual Report 2007 Golden Land Property Development Public Company Limited

The normal credit term of rental and service receivable granted by the Group ranges from 15 days to 30 days. If the receivable has been in default of payment for more than three months consecutively, the recognition of income ceases immediately and consideration is given to making an allowance for doubtful accounts. As at 31 December 2007, the Company and subsidiaries had 4 receivables in default of payment for which the recognition of income has ceased totalling Baht 5.03 million (2006:4 receivables totalling Baht 5.72 million). Unbilled construction work in progress and unearned income. Consolidated

Separate

financial statements

2007

Installments due

13,568.14

Less Cash received

(13,514.29)

Installment accounts receivable

2006

(in million Baht) 322.04 (12,022.32) (303.73) 12,079.03

322.04 (303.73)

53.85

56.71

18.31

Installments due

13,568.14

12,079.03

322.04

Less Sales recognised to date

(15,255.92)

(12,963.69)

(322.04)

(1,687.78)

(884.66)

The balance consisted of: Unbilled construction work in progress Unearned income

1,822.94

1,026.20

(135.16)

(141.54)

1,687.78

884.66

Trade accounts receivable and unbilled construction work in progress as at 31 December 2007 and 2006 were denominated entirely in Thai Baht.

Properties under development for sale - current projects Consolidated

Separate

financial statements

2007 Land

1,484.85

Leasehold land

24.52

Land improvement

717.56

Construction cost

646.97

Capitalised interest Others

61.61 178.59

Total

3,114.10

Less Allowance for project devaluation Net

(10.00) 3,104.10

2006

2007 (in million Baht) 1,689.34 33.82 702.13 595.61 71.04 141.45 3,233.39 (10.00) 3,223.39

2006 -

Finance costs capitalised during the year

Rates of interest capitalised (per annum)

The subsidiaries have mortgaged land, including present and future structures thereon, with financial institutions to secure their bank loans, bank overdrafts and bank guarantees. In addition, the subsidiaries have transferred the ownership of certain land to the purchaser in accordance with the agreements to purchase and sell. If the purchaser breaches the conditions of the agreements, the purchaser would have to transfer the ownership of the land back to the subsidiaries. 184

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Other current assets Consolidated

Separate

financial statements

2007

2006

(in million Baht) Refundable VAT

39.33

15.52

0.34

14.53

17.71

Withholding income tax

107.23

3.66

Advance to contractors

50.52

96.58

Others

22.53

22.00

7.66

8.52

Total

234.48

155.47

7.66

8.52

Interest receivable Transfer fees receivable from customers

10. Investments in subsidiaries and associates Investments in subsidiaries and associates as at 31 December 2007 and 2006 and dividend income from those investments for the years then ended were as follows: Consolidated financial statements Ownership interest 2007

2006

Paid-up capital 2007

Cost method

2006

2007

Equity method

2006

(%)

2007

Dividend income

2006

2007

2006

(in million Baht)

Associates 50.00

50.00

20.00

60.00

3 Gold Property Fund

33.00

4 North Sathorn Hotel Co., Ltd.

20.00

Baan Jearanai Co., Ltd.

2 Siam Real Estate Fund

Total

9.23

39.19

2,060.00

680.00

709.18

1,100.00

220.00

219.81

3,180.00

20.00

909.23

9.23

928.99

39.19

(436.66)

1.35

10.76

1.35

10.76

Less Unrealised gain from sale of land and building under finance lease Unrealised consultancy service income

(11.00)

(2.06)

Unrealised rental income Net investment

479.27

39.19

Separate financial statements (Restated) Market price of Ownership interestPaid-up capital 2007

2006

2007

2006

Cost method

Impairment

2007

2006

At cost-net

2006

(%)

2007

listed securities Dividend income

2006

2007

2006

2007

2006

280.00

(in million Baht)

Subsidiaries 1 Baan Chang Estate Co., Ltd.

100.00 100.00

30.00

2 Narayana Pavilion Co., Ltd.

100.00 100.00 475.00 475.00

30.00

475.22 475.22

(30.00) (30.00) -

3 United Homes Co., Ltd.

100.00 100.00

50.00

(11.00)

4 Golden Land Developments Co., Ltd.

100.00 100.00

1.00

(0.70)

5 Golden Land (Mayfair) Co., Ltd.

100.00 100.00

11.00

475.22 475.22 39.00

50.00

410.00

(0.31)

0.30

0.69

(11.00)

11.00

1,100.00

(including of Grand Mayfair Co., Ltd. - 100% holding)

185 Annual Report 2007 Golden Land Property Development Public Company Limited

Separate financial statements (Restated) Market price of Ownership interestPaid-up capital 2007

2006

2007

2006

Cost method

Impairment

2007

2006

(%)

At cost-net

2006

2007

listed securities Dividend income

2006

2007

2006

2007

2006

(in million Baht)

6 North Sathorn Realty Co., Ltd.

100.00 100.00 638.60 638.60 549.04 549.04

7 Ritz Village Co., Ltd.

100.00 100.00

1.00

8 Golden Land Polo Limited

100.00 100.00

1.00

(1.00)

9 Golden Land (Retail) Limited

100.00 100.00

0.10

10 Golden Land (Nichada Thani) Co., Ltd.

100.00 100.00

1.00

11 Grand Paradise Property Co., Ltd.

100.00 100.00

1.00

12 Golden Property Services Co., Ltd.

100.00 100.00

1.00

13 Golden Habitation Co., Ltd.

100.00 100.00

5.00

549.04 549.04 1.00

1.00

(1.00)

(0.10)

1.00

(1.00)

1.00

(1.00)

1.00

5.00

(5.00)

79.00 154.00 154.00 121.66 121.66 (121.66) (121.66)

70.00

(including of MSGL Property Company Limited - 100% holding)

14 Sathorn Thong Co.,Ltd.

79.00

(5.00)

15 S.R.E.F. (Managers) Co., Ltd. (See note 4 (i)) 16 Sathorn Supsin Co., Ltd.

(0.39)

0.31

60.00

60.00 245.00 245.00 130.42 130.42 (130.42) (130.42)

1.00

0.70

50.00

1.00

0.50

(0.50)

50.00

20.00

9.23

(9.23)

17 Walker Homes Co., Ltd. (100% holding together with subsidiary) Associates 1 Baan Jearanai Co., Ltd. 2 Siam Real Estate Fund (See note 4 (d)) 3 Gold Property Fund

60.00

1.35 10.76

33.00

2,060.00

680.00

(13.60)

666.40

20.00

1,100.00

220.00

4 North Sathorn Hotel Co., Ltd. (See note 4 (d)) Total

4,795.70 1,636.70 2,288.17 1,388.87 (325.21) (311.61) 1,962.96 1,077.26 666.40

1,791.35 10.76

The following summarised financial information on associated companies which have been accounted for using the equity method is not adjusted for the percentage of ownership held by the Group: Owner-ship

Total assets

Total

Net

liabilities

revenues

profit/ (loss)

2007

(%)

Baan Jearanai Co., Ltd.

50.00

30.20

52.16

49.01

(10.38)

Gold Property Fund

33.00

2,486.36

1.74

111.97

88.43

North Sathorn Hotel Co., Ltd.

20.00

1,105.69

6.64

0.30

(0.95)

3,622.25

60.54

161.28

77.10

Total

186

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(million Baht)

Owner-ship

Total assets

Total

Net

liabilities

revenues

profit/ (loss)

2006

(%)

Baan Jearanai Co., Ltd.

50.00

70.08

81.66

Siam Real Estate Fund

60.00

75.32 145.40

Total

(million Baht) -

(0.13)

8.89

7.24

3.67

90.55

7.24

3.54

(a) In May 2007, the Company invested in Gold Property Fund in the amount of Baht 680 million or 33% of the investment. The Company has pledged the investment unit certificates of the fund to secure bank guarantees from financial institutions.

11. Properties under development for sale Consolidated

Separate

financial statements

2007

2006

(in million Baht) Land

461.96

468.80

452.32

Construction cost

58.28

74.33

58.28

Capitalised interest

31.22

33.31

28.28

Others

19.52

26.17

19.20

Total

570.98

602.61

558.08

(3.73)

(11.03)

567.25

591.58

558.08

Finance costs capitalised during the year

Rates of interest capitalised (per annum)

Less Allowance for project devaluation Net

The Company has mortgaged most of its land, including present and future structures thereon, to secure bank overdrafts and loans from financial institutions.

12. Land and leasehold land held for development Consolidated

Separate

financial statements

2007

2006

(in million Baht) Land Land improvement Leasehold land (See note 4 (f)) Capitalised interest

1,140.66

1,239.71

313.25

41.48

10.43

1.66

1.05

726.50

1,373.66

726.50

711.01

50.53

176.24

25.21

20.88

126.84

204.65

113.00

11.47

2,086.01

3,004.69

1,179.62

1,057.66

Finance costs capitalised during the year

4.33

12.03

4.33

Rates of interest capitalised (per annum)

6.10%-7%

Others Total

187 Annual Report 2007 Golden Land Property Development Public Company Limited

(a) During 1996, North Sathorn Realty Co., Ltd. (“NSR”), a subsidiary, entered into a lease agreement with Crown Property Bureau for a plot of land for high-end development. Total expenses incurred by NSR for the acquisition of the lease were Baht 745 million, comprising leasehold costs, related expenses and capitalised interest. These agreements were subsequently renewed and amended in 2002 and 2004 for a lease term ending in October 2038. In January 2007, the NSR and Crown property Bureau agreed to cancel these leases and enter into new lease agreements under which the plot of land was subdivided into two plots, one (the “Hotel Plot”) for a hotel project (the “North Sathorn Hotel Project”) and the other for an office/residential project, and the lease terms were extended to a total period of 33 years and 9 months ending in October 2040, with an option to extend the lease term for an additional 30 years. During 2007, the Company entered into a joint venture agreement with a third party to develop the North Sathorn Hotel Project and, as described in note 4 (d), NSR sub-leased the Hotel Plot to the joint venture company. (b) The Company and its subsidiaries have mortgaged most of their land and leasehold rights to secure loans and overdrafts from financial institutions. (c) In January 2008, the Company had placed some collateral land held for development with court.

13. Properties under development for rent Consolidated financial statements Furniture,

Leasehold Land

rights

Buildings

fixtures and

and other

office

Construction

equipment

in progress

constructions Equipment

Total

(in million Baht)

Cost At 1 January 2006

735.76

867.47

Additions

Disposals

Transfers in (out)

1.28

At 31 December 2006 and 1 January 2007

737.04

1,999.21

22.68

313.57

36.78

2.44

9.11

0.21

48.54

(0.28)

(0.47)

(0.75)

(543.54)

596.20

7.01

(28.20)

32.75

323.93 2,632.19

31.85

294.01

2.65

5.71

Additions

22.53

Disposals

(28.25)

(801.26)

(1.28)

634.44

15.97

Transfers in (out) At 31 December 2007

707.51

1.54 3,940.23

1.75 4,020.77 341.52

372.41

(829.51)

(2.14)

187.44

834.43

958.37 1,869.43

32.36

299.72

530.71 4,398.10

Accumulated depreciation At 1 January 2006

178.67

199.74

12.72

110.17

501.30

Depreciation charge for the year

7.12

108.86

5.67

42.64

164.29

Disposals

(0.21)

(0.38)

(0.59)

Transfers in (out)

(158.11)

163.69

2.72

(3.64)

4.66

At 31 December 2006 and 1 January 2007

27.68

472.29

20.90

148.79

669.66

Depreciation charge for the year

11.10

81.31

3.72

44.96

141.09

Disposals

(143.04)

Transfers in (out)

(13.15)

11.96

(1.38)

(2.57)

At 31 December 2007

25.63

422.52

23.24

193.75

665.14

188

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Consolidated financial statements Furniture,

Leasehold Land

rights

Buildings

fixtures and

and other

office

Construction

equipment

in progress

constructions Equipment

Total

(in million Baht)

Net book value Owned assets

737.04

296.25

Assets under finance leases

2,159.90 -

At 31 December 2006

737.04

296.25 2,159.90

Owned assets

707.51

932.74

Assets under finance leases At 31 December 2007

707.51

1,446.91 -

10.95

145.22

10.95

145.22

1.75 3,351.11

9.12

105.97

530.71 3,732.96

932.74 1,446.91

9.12

105.97

1.75 3,351.11 -

530.71 3,732.96

Separate financial statements Furniture, Buildings

fixtures and

and other Land

constructions Equipment

office

Construction

equipment

in progress

Total

(in million Baht)

Cost At 1 January 2006

1.90

2.69

1.54

861.42

0.21

147.78

1.90

2.69

1.75

861.63

0.64

0.02

707.51

147.78

2.54

2.71

1.75

At 1 January 2006

77.01

1.88

2.69

81.58

Depreciation charge for the year

7.39

0.01

7.40

At 31 December 2006 and 1 January 2007

84.40

1.89

2.69

88.98

Depreciation charge for the year

7.39

0.02

7.41

At 31 December 2007

91.79

1.91

2.69

96.39

707.51

63.38

0.01

1.75

At 31 December 2006

707.51

63.38

0.01

1.75

772.65

Owned assets

707.51

55.99

0.63

0.02

1.75

765.90

707.51

55.99

0.63

0.02

1.75

Additions At 31 December 2006 and 1 January 2007 Additions At 31 December 2007

707.51

147.78

707.51 -

0.66 862.29

Accumulated depreciation

Net book value Owned assets Assets under finance leases

Assets under finance leases At 31 December 2007

772.65 -

765.90

As at 31 December 2007, property development projects for rent at cost of Baht 13.33 million (2006: Baht 13.33 million) in the consolidated financial statements and Baht 4.57 million (2006: Baht 4.57 million) in the separate financial statements were fully depreciated but still in use. 189 Annual Report 2007 Golden Land Property Development Public Company Limited

Two subsidiaries had leasehold rights agreements with the Privy Purse Bureau and a foundation for 30 years, from 1 September 1992 to 31 August 2022, and for 50 years, from 5 October 2003 to 4 October 2053. The Company and its subsidiaries have mortgaged most of their leasehold rights, land and buildings for rent thereon with financial institutions as collateral for the loans from financial institutions to the Company and its subsidiaries (See note 17).

14. Property, plant and equipment Consolidated financial statements Furniture, Buildings

Land

fixture

Golf

and other

Club

and office

course

constructions

house

Equipment equipment

Facilities Vehicles

systems

Total

(in million Baht)

Cost At 1 January 2006

70.24

205.13

12.61

40.62

4.64

86.49

19.91

63.18

502.82

Additions

0.11

0.41

5.94

15.22

21.68

Disposals

(0.03)

(2.75)

(26.35)

(6.02)

(35.15)

Transfers in (out)

11.54

(29.92)

(18.38)

70.24

205.13

12.69

40.62

13.84

36.16

29.11

63.18

470.97

Additions

2.37

1.28

5.88

0.59

10.12

Disposals

(0.34)

(4.55)

(4.89)

Transfers in (out)

(12.46)

(0.10)

(0.51)

(13.07)

At 31 December 2007

57.78

205.13

12.69

40.62

16.11

36.59

30.44

63.77

463.13

At 1 January 2006

205.09

10.49

16.76

2.65

45.00

15.25

63.16

358.40

Depreciation charge for the year

0.04

0.24

2.03

2.56

5.80

4.28

14.95

Disposals

(0.01)

(2.13)

(21.37)

(2.53)

(26.04)

Transfers in (out)

4.68

(8.46)

0.02

(3.76)

205.13

10.72

18.79

7.76

20.97

17.00

63.18

343.55

Depreciation charge for the year

0.24

2.03

4.75

4.00

0.11

13.16

Disposals

(0.29)

(1.75)

(2.04)

Transfers in (out)

(0.10)

(0.51)

(0.61)

At 31 December 2007

205.13

10.96

20.82

9.69

24.92

19.25

63.29

354.06

12.46

(12.46)

At 31 December 2006 and 1 January 2007

Accumulated depreciation

At 31 December 2006 and 1 January 2007

Allowance for property devaluation At 1 January 2006 At 31 December 2006 and 1 January 2007 Increase (Decrease) At 31 December 2007

190

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Consolidated financial statements Furniture, Buildings

Land

fixture

Golf

and other

Club

and office

course

constructions

house

Equipment equipment

Facilities Vehicles

systems

Total

(in million Baht)

Net book value Owned assets Assets under finance leases At 31 December 2006 Owned assets Assets under finance leases At 31 December 2007

57.78 -

57.78 57.78 -

57.78

1.97 1.97 1.73 1.73

21.83 21.83 19.80 19.80

6.08 6.08 6.38 0.04 6.42

15.19 15.19 11.67 11.67

11.35 0.76 12.11 11.19 11.19

0.48 0.48

114.20 0.76 114.96 109.03 0.04 109.07

Separate financial statements Furniture, Buildings

Land

fixture

Golf

and other

Club

and office

course

constructions

house

Equipment equipment

Facilities Vehicles

systems

Total

(in million Baht)

Cost At 1 January 2006

57.78

205.13

7.90

40.62

Additions

Disposals

57.78

205.13

4.46

29.79

16.90

63.18

425.76

5.31

15.23

20.54

(13.34)

(5.58)

(18.92)

4.46

21.76

26.55

63.18

427.38

1.20

2.32

0.59

4.11

At 31 December 2006 and 1 January 2007 Additions Disposals

7.90 -

(0.30)

(4.55)

57.78

205.13

7.90

40.62

4.46

22.66

24.32

63.77

426.64

At 1 January 2006

205.09

7.90

16.76

2.55

21.47

13.88

63.16

330.81

Depreciation charge for the year

0.03

2.03

0.41

3.50

3.77

9.74

Disposals

(8.98)

(2.08)

(11.06)

Transfers in (out)

(0.02)

0.02

At 31 December 2007

40.62

(4.85)

Accumulated depreciation

At 31 December 2006 and -

205.12

18.79

2.96

15.97

15.57

63.18

329.49

Depreciation charge for the year

1 January 2007

7.90 -

2.03

0.41

2.54

2.99

0.11

8.08

Disposals

(0.28)

(1.75)

(2.03)

At 31 December 2007

205.12

7.90

20.82

3.37

18.23

16.81

63.29

335.54

Net book value Owned assets

57.78

0.01

21.83

1.50

5.79

10.98

97.89

At 31 December 2006

57.78

0.01

21.83

1.50

5.79

10.98

97.89

Owned assets

57.78

0.01

19.80

1.09

4.43

7.51

0.48

91.10

At 31 December 2007

57.78

0.01

19.80

1.09

4.43

7.51

0.48

91.10

191 Annual Report 2007 Golden Land Property Development Public Company Limited

As at 31 December 2007, plant and equipment at cost of Baht 296.96 million (2006: Baht 292.20 million) in the consolidated financial statements and Baht 294.69 million (2006: Baht 291.56 million) in the separate financial statements were fully depreciated but still in use. The Company and subsidiaries have mortgaged most of their land, including structures thereon, to secure loans from financial institutions to the Company and its subsidiaries.

15. Intangible assets Consolidated

Separate

financial statements

2007

2006

(in million Baht) Software licenses at cost Beginning balance at 1 January

4.85

8.34

4.40

7.94

Addition

1.77

0.07

1.77

0.02

Disposal

(3.56)

Ending balance at 31 December

6.62

4.85

6.17

4.40

Beginning balance at 1 January

3.74

5.29

3.40

5.10

Amortisation for the year

0.47

1.18

0.40

1.03

Disposal

(2.73)

Ending balance at 31 December

4.21

3.74

3.80

3.40

Net book value at 31 December

2.41

1.11

2.37

1.00

Accumulated amortisation

As at 31 December 2007, software licenses at cost of Baht 2.90 million (2006: Baht 2.56 million) in the consolidated financial statements and Baht 2.56 million (2006: Baht 2.56 million) in the separate financial statements were fully amortised but still in use.

16. Other non-current assets Consolidated

Separate

financial statements

2007

2006

(in million Baht) Deferred expenses Deposits (See note 21) Others, net Total

192

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8.10

4.16

31.51

23.79

26.70

20.79

4.60

1.92

44.21

29.87

26.70

24.95

17. Interest-bearing liabilities Consolidated

Separate

financial statements

2007

2006

(in million Baht) Current Bank overdrafts - secured

4.83

73.74

46.04

Short-term loans from financial institutions - secured

76.00

4.83

149.74

122.04

1,455.11

1,861.19

400.00

300.00

Current portion of long-term loans from financial institutions - secured Short-term loans from related persons - unsecured

116.50

308.00

396.00

308.00

396.00

10.47

0.76

1,778.41

2,524.19

708.00

935.30

1,460.31

2,105.56

400.00

Current portion of debentures - secured Current portion of finance lease and hire purchase liabilities

0.76

Non-current Long-term loans from financial institutions - secured Long-term loans from related parties - unsecured

0.03

912.30

1,326.45

269.25

294.87

308.00

35.04

Long-term loans from shareholder of subsidiary - unsecured Debentures - secured Finance lease liabilities

Total

1,764.63

2,708.43

912.30

2,034.45

3,543.04

5,232.62

1,620.30

2,969.75

The periods to maturity of interest-bearing liabilities as at 31 December were as follows: Consolidated

Separate

financial statements

2007

2006

(in million Baht) Within one year

1,778.41

2,524.19

708.00

935.30

After one year but within five years

872.35

1,763.56

708.00

After five years

623.00

650.00

At call (See note 17 (b))

269.28

294.87

912.30

1,326.45

3,543.04

5,232.62

1,620.30

2,969.75

Total

193 Annual Report 2007 Golden Land Property Development Public Company Limited

(a) The Company and its subsidiaries’ bank overdrafts and short-term loans from financial institutions carry interest at the minimum overdraft rate and minimum loan rate plus/minus a certain percentage per annum, and are due for repayment within one year. (b) Long term loans from subsidiaries and shareholder of subsidiary represent at call promissory notes. The Group classified as a non-current liability because the Group will not receive payment within one year. (c) The Company and its subsidiaries’ long-term loans from financial institutions carry interest at the minimum loan rate plus/minus a certain percentage per annum. For most of the loans, repayment of principal is generally due whenever a plot of land is redeemed from mortgage, at the rates stipulated in the loan agreements, with the remaining balance to be repaid within a specific timeframe. The loan agreements contain covenants and restrictions on the Company and its subsidiaries imposed by the lenders, related to such matters as the maintenance of a debt to equity ratio, merger or consolidation with or into any other corporations, investment in securities, share capital reduction or dividend payments, and guarantee of any other person, among others. (d) On 20 August 2003, the Company issued Baht 1,100 million of unsubordinated, amortising, 5-year, secured debentures (1.1 million units with a face value of Baht 1,000 each) maturing on 20 August 2008 and bearing interest at a fixed rate of 3.2 percent per annum, payable every quarter. Principal is scheduled for repayment in eleven installments, with ten installments of Baht 99 million each to be paid quarterly, commencing 20 February 2006, and the final installment of Baht 110 million to be paid on 20 August 2008. The conditions of the issuance of the above debentures stipulate certain significant covenants with which the Company must comply throughout the life of the debentures. These relate to matters such as the maintenance of a debt to equity ratio, a ratio of collateral value to total debt outstanding under the debentures, and a dividend payment ratio, among others. Two commercial banks have given letters of guarantee to the debenture holders as collateral for the debentures secured by pledge of the Company’s investment unit certification in Gold Property Fund (See note 10 (a)) (e) On 29 April 2005, the Annual General Meeting of the Company’s shareholders passed resolutions approving actions by the Company in respect of several matters, with the significant resolutions being approval of the issue and offer of up to Baht 3,000 million of ten-year debentures through a public offering and/or private placements and/or offer to local investors and/or offer to foreign investors. Details and conditions are to be determined at the discretion of the Company’s Board of directors. At present, the Company has not yet proceeded. (f) The Company and its subsidiaries have mortgaged most of their freehold land, leasehold land and the constructions thereon (both present and future constructions) with financial institutions to secure their overdraft, shortterm loan and loans from financial institutions and subsidiaries have transferred their rights to receive money in escrow accounts to certain banks to secure their loans. (g) As at 31 December 2007, the Group had unutilised credit facilities totaling Baht 3,186.47 million (2006: Baht 5,071.73 million).

18. Trade accounts payable Consolidated

Separate

financial statements

2007

2006

(in million Baht) Related party (See note 4)

6.43

Other parties

333.22

372.59

0.47

0.71

Total

339.65

372.59

0.47

0.71

194

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Trade accounts payable of the Group as at 31 December 2007 and 2006 were denominated entirely in Thai Baht.

19. Other current liabilities

Deposit received for land Accrued interest expenses Accrued specific business tax Accrued expenses for juristic person of projects Accrued other expenses Deposits and advances received from customers Unearned income (See note 7) Construction retentions Current portion of provision for rental guarantee (See note 21) Others Total

Consolidated Separate financial statements financial statements 2007 2006 2007 2006 (in million Baht) 15.01 1.52 2.93 1.13 2.92 90.03 75.15 83.90 70.42 115.20 97.25 7.84 12.91 18.02 17.53 135.16 141.54 109.94 74.98 35.51 44.72

36.55

16.27

14.89

634.00

531.36

25.24

30.72

20. Deferred income

At 1 January Initial payment received (See note 4 (d)) Amortisation

Consolidated Separate financial statements financial statements 2007 2006 2007 2006 (in million Baht) 988.60 (10.30) -

At 31 December

978.30

21. Provisions

At 1 January Provision made

Consolidated financial statements Litigation Rental claim guarantee expense Total (in million Baht) 166.00 166.00 10.29 10.29

At 31 December 2006 and 1 January 2007 Provision made

176.29 31.07

84.09

176.29 115.16

At 31 December 2007 At 31 December 2006 Current Non-current Total At 31 December 2007 Current Non-current

207.36

84.09

291.45

176.29 176.29

207.36

35.51 48.58

35.51 255.94

207.36

84.09

291.45

Total

195 Annual Report 2007 Golden Land Property Development Public Company Limited

Separate financial statements Litigation Rental claim guarantee expense Total (in million Baht) At 1 January

166.00

9.24

175.24

31.07

206.31

Non-current

175.24

Total

175.24

Non-current

206.31

Total

206.31

Provision made At 31 December 2006 and 1 January 2007 Provision made At 31 December 2007 At 31 December 2006 Current

At 31 December 2007 Current

As at 31 December 2007, the following significant litigation had been filed against the Company and its subsidiaries : (a) The House Committee on Consumer Protection filed lawsuits against the Company and a related company, seeking the return of deposits received of Baht 130.59 million on the grounds that the Company and the related company advertised and invited the public to purchase condominium units in a project of the related company, as a result of which the related company received deposits from customers, but the related company was not able to construct the condominium units and transfer ownership to the customers. • For cases with claims totalling Baht 0.34 million, the cases are being heard by the court of first instance; • For cases with claims totalling Baht 34.32 million, the cases are being heard by the appeals court; and • For cases with claims totalling Baht 95.93 million, the appeals court judged that the Company is jointly liable for payment, together with interest at the rate of 7.5 percent per annum calculated from the latest date that project customers made payment in some cases and from the date that the customers filed suit with the courts in other cases until such time all the outstandings have been paid, confirming the decision of the court of first instance. The Company has petitioned against the decisions of the appeals court and the lawsuits are currently being heard by the Supreme Court. (b) The customers of a related company have filed lawsuits against the Company and the related company, suing for compensation of Baht 14.39 million on the grounds that they paid deposits for buildings in a project of the related company but the related company was not able to construct and transfer the condominiums to them. The court of first instance judged that the Company is jointly liable for payment, together with interest at the rate of 7.5 percent per annum calculated from the latest date that project customers made payment in some cases and from the date that the customers filed suit with the courts in other cases until such time all the outstandings have been paid. The Company has appealed against the decisions of the court of first instance and the lawsuits are currently being heard by the appeals court. The Company has made provision for liabilities set out in Notes 21(a) and 21 (b) based on the sales value plus interest at the rate of 7.5 percent per annum totalling Baht 206.31 million (2006: 175.24 million Baht). As at 31 December 2007, the Company had placed a collateral deposit of Baht 26.70 million (2006: Baht 20.40 million) with the court, which is included in deposits (See note 16). 196

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22. Other non-current liabilities Consolidated

Separate

financial statements

2007

2006

(in million Baht) Interest payable (See note 4)

101.73

85.05

Rental deposits

9.50

Others

7.83

9.00

1.60

1.52

119.06

94.05

1.60

1.52

Total

- -

23. Share capital Par value (in Baht)

2007 Number

2006 Baht

Number

Baht

(in million shares /in million Baht)

Authorised At 1 January

10.00

708.78

Reduction in share capital

10.00

Creation of new shares

10.00

At 31 December

10.00

708.78

At 1 January

10.00

At 31 December

10.00

7,087.82

708.78

7,087.82

(76.30)

(763.00)

76.30

763.00

7,087.82

708.78

7,087.82

630.08

6,300.82

630.08

6,300.82

630.08

6,300.82

630.08

6,300.82

Issued and fully paid

At the Extraordinary Shareholdersâ&#x20AC;&#x2122; Meeting of the Company held on 21 December 2006 and the Board of Directorsâ&#x20AC;&#x2122; Meeting held on 13 November 2006, it was resolved to: (a) Decrease the registered capital of the Company from Baht 7,087.82 million to Baht 6,324.82 million by cancelling 76.30 million shares registered unissued shares at par value of Baht 10 each, amounting to Baht 763 million, remaining in the ordinary shares for warrants given to staff as per the minutes of the Annual General Meeting Shareholders No. 9/2002. Shares satisfy the exercise of 2.40 million outstanding warrants to acquire shares, which are valid until 20 January 2008. (b) Retain 2.40 million shares of Baht 10 each, amounting to Baht 24 million, to satisfy the exercise of Baht 2.40 million outstanding warrants to acquire shares, which are valid until 20 January 2008. (c) Increase the registered capital of the Company from Baht 6,324.82 million to Baht 7,087.82 million by issuing Baht 76.30 million new ordinary shares at a par value of 10 each, totaling Baht 763 million, Baht 47.25 million of which are reserved to provide for the exercise of rights under warrants to purchase ordinary shares of the Company distributed to directors of the Company.

197 Annual Report 2007 Golden Land Property Development Public Company Limited

24. Warrants The balance of unexercised warrants as at 31 December 2007 was as follows: Units Warrants unexercised 1 January 2007

Warrants

issued

cancelled

Warrants

Exercise by

unexercised at

Cash or Debt/

31 December 2007 Equity Conversion

(in million units)

Expiry date

(Baht/share)

(a)

2.40

(0.40)

2.00

20 January 2008

(b)

47.25

(15.75)

31.50

5 years after issuance date

49.65

33.50

(a) The Company issued 28.18 million units of warrants, to staff of the Company free of charge. These warrants mature in 2008 and have an exercise price of Baht 10, with one warrant entitling the holder to purchase one ordinary share in the Company. (b) At the Extraordinary Shareholders’ Meeting of the Company held on 21 December 2006 and the Board of Directors’ Meeting held on 13 November 2006, it was resolved to: - Issue and offer 47.25 million units of warrants to purchase the Company’s ordinary shares to directors of the Company (ESOP). - Allocate warrants to the Company’s directors who are eligible for warrants exceeding 5% of the total ESOP. - Allot 47.25 million new ordinary shares at par value of Baht 10 each in the Company to reserve for the exercise of warrants offered to the Company’s directors and approve to allot 29.05 million new ordinary shares by private placement. The offering price, subscription period, conditions and other details of the private placement allotment are to be determined by the Board of Directors.

25. 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.

26. Segment information Segment information is presented in respect of the Group’s business segments based on the Group’s management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise interest or dividend-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses. The Group comprises the following main business segments: Segment 1 Real estate business Segment 2 Rental and service business Segment 3 198

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Golf course business

Geographic segments Management considers that the Group operates in a single geographic area, namely in Thailand, and has, therefore, only one major geographic segment. Business segment results Real estate

Rental and service

Golf course

business

2007

2006

2007

2006

2007

Others

2006

2007

Eliminations

2006

2007

2006

Total 2007

2006

(in million Baht) Revenue

2,388.77 3,162.40

541.51

484.66

24.83

22.40

(134.24)

Cost of sales

1,594.33 2,017.13

356.82

319.18

5.30

5.65

(88.13)

(34.62) 2,820.87 3,634.84 -

1,868.32 2,341.96

Gross profit

794.44 1,145.27

184.69

165.48

19.53

16.75

(46.11)

(34.62)

952.55 1,292.88

Gain from sales of land and building under finance lease

797.76

Interest income

24.93

13.60

Other income

83.39

27.84

31.69

(8.17)

Share of gain (loss) from investments accounted for using the equity method Selling and administrative expenses

(658.64) (630.08)

Loss on disposal investment of investment in subsidiaries and property fund

(0.70)

(0.75)

Directorsâ&#x20AC;&#x2122; remuneration

(0.59)

(0.49)

Provision for litigation

(31.07)

(10.29)

1,199.32

684.54

Profit before interest and income tax expenses Interest expense

(272.10) (319.60)

Income tax expense

(139.68) (118.73)

Profit after interest and income tax expenses Net loss of minority interest Net profit

787.54

246.21

36.60

24.92

824.14

271.13

Properties under development for rent and property, plant and equipment

7.51

3.40 3,904.15 3,364.74

91.10

97.90

0.03

(160.73)

3,842.03 3,466.07

Other assets

8,956.02 9,118.44

Total assets

12,798.0512,584.51

Interest-bearing liabilities

5,510.64 7,556.19 3,566.03 4,801.05

225.88 (5,533.63) (7,350.50) 3,543.04 5,232.62

Other liabilities

2,541.52 1,426.45

Total liabilities

6,084.56 6,659.07

199 Annual Report 2007 Golden Land Property Development Public Company Limited

27. Other income Consolidated

Separate

financial statements

2007

2006

(in million Baht) Consultancy service income (See note 4)

44.00

55.00

0.22

22.77

Others

39.16

27.84

31.07

19.11

Total

83.38

27.84

108.84

19.11

Share of gain from property fund dissolution

28. Selling and administrative expenses Consolidated

Separate

financial statements

2007

2006

(in million Baht) Personnel expenses

156.18

143.14

138.67

122.13

Marketing expenses

82.83

21.16

0.72

1.08

Ownership transferring expenses

81.32

137.79

Property tax

25.35

32.48

0.27

Depreciation

13.97

17.56

8.49

10.74

Management fee expense

37.41

64.88

0.44

5.99

3.16

49.36

44.34

Others

255.59

209.90

69.54

43.15

Total

658.64

630.07

267.49

221.44

Provision for loans to related parties

29. Directors’ remuneration Directors’ remuneration represents benefit paid to the Company’s directors in accordance with Section 90 of the Public Limited Company Act, exclusive of salaries and related benefits payable to executive directors.

30. Personnel expenses Consolidated

Separate

financial statements

2007

2006

(in million Baht) Wages and salaries Contribution to defined contribution plans

160.67

148.51

126.06

104.72

3.07

1.91

2.30

1.40

Other

4.06

29.08

10.31

16.01

Total

167.80

179.50

138.67

122.13

(number of employees) Number of employees as at 31 December

422

392

200

164

The defined contribution plans comprise provident funds established by companies in the Group for their employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at 3% of their basic salaries and by the Group at 3% of the employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager. 200

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31. Interest expense Consolidated

Separate

financial statements

2007

2006

(in million Baht) Interest expense: - related parties, related persons and director - financial institutions - others

21.49

26.77

30.24

9.34

257.54

304.87

65.20

94.77

279.08

331.64

95.44

104.11

0.05

Capitalised as cost of properties under development for sale - current projects Capitalised as cost of properties under development for sale Capitalised as cost of land and leasehold land held for development

(4.33)

(12.03)

(4.33)

Capitalised as cost of properties under development for rent Net

(2.64) 272.11

319.61

91.11

104.11

32. Income tax expense The income tax charge as the Companyâ&#x20AC;&#x2122;s profit for the year ended 31 December 2007 is lower than the amount determined at the statutory tax rate because the dividend income from the subsidiaries is not subject to corporate income tax. 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. The Company has, accordingly, calculated income tax on the portion of its taxable profit for the year ended 2006 not exceeding Baht 300 million at the 25% corporate income tax rate.

33. Basic earnings per share The calculation of basic earnings per share in the consolidated and separate financial statements for the year ended 31 December 2007 was based on the consolidated and separate net profit attributable to ordinary shareholders of Baht 824.14 million and Baht 1,729.41 million, respectively, (2006: Baht 271.13 million and Baht 37.04 million, respectively) and the number of shares outstanding during the year of 630.08 million shares (2006: 630.08 million shares).

34. Changes in accounting policy The following change of accounting policy by the Company has no effect on the consolidated financial statements of the Group. Until 31 December 2006, the Company accounted for its investments in subsidiary companies, jointly controlled entities and associates in its financial statements using the equity method. During 2007, the FAP issued the following revised TAS which are effective for accounting periods beginning on or after 1 January 2007:

201 Annual Report 2007 Golden Land Property Development Public Company Limited

TAS 44 (revised 2007)

Consolidated and Separate Financial Statements

TAS 45 (revised 2007)

Investments in Associates

These revised TAS require a parent company which has an investment in a subsidiary company, an entity under joint control, or an associate company, which is not classified as a “held for sale” investment, to record such investment in accordance with either the cost method or with the recognition and measurement basis for financial instruments (when a TAS on financial instruments is issued and becomes effective), instead of the equity method currently used. Starting from 1 January 2007, the Company has, accordingly, changed its accounting policy for its investments in subsidiary companies and associate companies in its financial statements from the equity method to the cost method. The change in accounting policy has been applied retrospectively and the Company’s 2006 financial statements, which are included in the Company’s 2007 financial statements for comparative purposes, have been restated accordingly. The effects of the change in accounting policy on the Company’s annual 2007 and 2006 financial statements are as follows: Separate financial statements 2007

2006

(in million Baht) Investments in subsidiaries and associates Balance at January before change in accounting policy

2,078.06

2,469.98

Decrease in retained earnings

(1,000.80)

(719.07)

Balance at 1 January after change in accounting policy

1,077.26

1,750.91

(85.67)

(38.03)

85.67

38.03

121.60

(143.13)

(915.13)

(681.04)

(793.53)

(824.17)

824.14

271.13

1,791.35

10.76

40.77

7.20

(11.80)

Decrease in share of profits from investments accounted for using the equity method, net

(926.85)

(240.25)

Net increase (decrease)

905.27

(234.09)

1,729.41

37.04

1.43

(0.37)

Excess loss over cost of investment in subsidiaries Balance at January before change in accounting policy Decrease in retained earnings Balance at 1 January after change in accounting policy Retained earnings Balance at January before change in accounting policy Decrease in share of profits from investments accounted for using the equity method, net Balance at 1 January after change in accounting policy Net profit Net profit for the year before change in accounting policy Increase in dividend income from subsidiaries and associates Return of capital in excess of cost of investment in property fund Reversal of dividend received from property fund

Net profit for the year after change in accounting policy Increase (decrease) in earnings per share (Baht)

202

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35. Financial instruments Financial risk management and policies The Company and its subsidiaries are exposed to risks from changes in market interest rates and in currency exchange rates, and from non-performance of contractual obligations by counterparties. The Company and its subsidiaries do not use derivative instruments to manage such risks. They do not hold or issue derivative instruments for speculative or trading purposes. Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Company’s and its subsidiaries’ operations and their cash flows. The Company’s and its subsidiaries’ exposure to interest rate risk relates primarily to its deposits with financial institutions, bank overdrafts, loans and debentures. The Company and its subsidiaries do not use derivative financial instruments to hedge such risk. The effective interest rates of loans receivable as at 31 December and the periods in which the loans receivable and debt securities mature or reprice were as follows: Consolidated financial statements Effective interest

After 1 year

rates (% per annum) At call

Within

but within

After

1 year

5 years

Total

(in million Baht) 2007 Non-current Loans receivable - Related parties Total

37.17

2006 Non-current Loans receivable - Related parties

Total

Separate financial statements Effective interest rates (% per annum) At call

After 1 year Within

but within

After

1 year

5 years

Total

(in million Baht) 2007 Non-current Loans receivable - Related parties Total

5.51%-5.97% 1,933.28

1,933.28

4.64%-5.8% 2,129.19

2,129.19

2006 Non-current Loans receivable - Related parties Total

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

203 Annual Report 2007 Golden Land Property Development Public Company Limited

Consolidated financial statements Effective interest

After 1 year

rates (% per annum) At call

Within

but within

After

1 year

5 years

Total

(in million Baht) 2007 Current Bank overdrafts and short-term loans from financial institutions

4.83

MLR+0.5%

1,455.11

3.20%

308.00

10.47

837.31

623.00

0.03

MLR

269.25

Debentures

Finance lease liabilities

35.04

872.35

623.00

Current portion of long- term loans from financial institutions Short-term loans from related persons Current portion of debentures

MOR MLR-1.65%-

Current portion of finance lease and hire purchase liabilities Non-current Long-term loans from financial institutions

MLR-1.65%MLR+O.5%

Long-term loans from related parties Long-term loans from shareholder of subsidiary

Total

269.28

1,778.41

1,460.31

3,543.04

2006 Current Bank overdrafts and short-term loans from financial institutions

149.74

MLR+0.5%

1,861.19

Short-term loans from related persons

MLR

116.50

Current portion of debentures

3.20%

396.00

0.76

MLR+0.5%

294.87

3.20%

308.00

Current portion of long- term loans from financial institutions

MOR MLR-1.65%-

Current portion of finance lease and hire purchase liabilities Non-current Long- term loans from financial institutions Long-term loans from shareholder of subsidiary Debentures Finance lease liabilities Total

204

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MLR-1.65%-

294.87

2,524.19

1,455.56

1,763.56

650.00

2,105.56

5,232.62

Separate financial statements Effective interest

After 1 year

rates (% per annum) At call

Within

but within

After

1 year

5 years

Total

(in million Baht) 2007 Current Bank overdrafts and short-term loans from financial institutions

MLR+0.5%

400.00

3.20%

308.00

Current portion of long- term loans from financial institutions Short-term loans from related persons Current portion of debentures Current portion of finance lease and hire purchase liabilities Non-current Long- term loans from financial institutions

Long-term loans from related parties

912.30

Debentures

Finance lease liabilities

912.30

708.00

1,620.30

0.75%

122.04

MLR+0.5%

300.00

Short-term loans from related persons

MLR

116.50

Current portion of debentures

3.20%

396.00

0.76

Total 2006 Current Bank overdrafts and short-term loans from financial institutions

MOR, MLR-

Current portion of long- term loans from financial institutions

Current portion of finance lease and hire purchase liabilities Non-current Long- term loans from financial institutions Long-term loans from related parties Debentures Finance lease liabilities Total

MLR+0.5% -

1,326.45

400.00

1,326.45

3.20%

308.00

935.30

708.00

1,326.45

2,969.75

Foreign currency risk As at 31 December 2007 and 2006, the Company and its subsidiaries have no assets/liabilities denominated in foreign currency. Credit risk Credit risk is the potential financial loss resulting form the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group as and when they fall due.

205 Annual Report 2007 Golden Land Property Development Public Company Limited

Management has a credit policy in place and the exposure to credit risk is monitored on a non-going 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. Fair value The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Since the majority of the Company’s and subsidiaries’ financial assets are short-term and the loans and secured debentures carry interest at rates close to current market rate (except for certain interest-free loans to associated companies), the management believes that the fair values of the Company’s and subsidiaries’ financial assets and liabilities (except for certain interest-free loans to associated companies) do not materially differ from their carrying values.

36. Commitments As at 31 December, the Company and its subsidiaries had the following outstanding commitments: (a) The Company had outstanding commitments of Baht 52.14 million in respect of the uncalled portion of share capital in its investment in a subsidiary (31 December 2006: Baht 52.14 million). (b) As at 31 December 2007, the Company and its subsidiaries had outstanding bank guarantees of Baht 494.35 million in the consolidated financial statements and Baht 318.13 million in the separate financial statements (2006: Baht 226.20 million and Baht 4.21 million respectively), which were issued by banks on behalf of the Company and its subsidiaries in respect of certain performance bonds required in the normal course of business. The Company has provided guarantees to financial institutions in respect of guarantees given by subsidiaries. (c) As at 31 December 2007, the subsidiaries had outstanding commitments of Baht 912.71 million (2006: Baht 1,668.80 million) with respect to design and construction contracts. Furthermore, the subsidiaries had outstanding capital commitments of Baht 287.87 million, USD 0.85 million, and SGD 3,000 (2006: Baht 39.02 million, USD 0.85 million, and SGD 3,000) with respect to design and construction contracts. (d) A subsidiary has an agreement with a foundation to lease land on which to develop a residential building for rent, for a period of 50 years commencing 5 October 2003. Future rental payments under these lease agreements are as follows: Payment due

2007

2006

(in million Baht) Within one year

8.86

8.68

15.82

20.63

After five years

230.12

234.17

Total

254.80

263.48

After one year but within five years

At the end of the lease period, the lessor agreed to extend the lease period for another 11 years with future rental commitments of Baht 94.4 million. (e) A subsidiary has an agreement with the Privy Purse Bureau to lease land on which to develop an office building for rent for a period of 30 years commencing 1 September 1992. Future renal payments under these lease agreements are as follows:

206

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Payment due

2007

2006

(in million Baht) Within one year

2.54

2.42

After one year but within five years

11.48

10.93

After five years

38.98

42.07

Total

53.00

55.42

(f) A subsidiary has 4 lease agreements with the Crown Property Bureau to lease land for the development of office and/or residential buildings for a period of 33 years and 9 months ending October 2040. Future minimum rental payments under these lease agreements are as follows: Payment due

2007

2006

(in million Baht) Within one year

49.30

68.25

198.60

197.90

After five years

1,350.00

1,300.00

Total

1,597.90

1,566.15

After one year but within five years

The lessor has granted the subsidiary the option to renew these lease agreements for an additional 30 years term under the conditions, covenants and with the rental fees as stipulated in the agreements. (g) The Company has lease agreements with the Crown Property Bureau to lease land for the development of a building for rent for a period of 33 years ending October 2039. Future minimum rental payments under these lease agreements are as follows: Payment due

2007

2006

(in million Baht) Within one year

16.00

15.50

After one year but within five years

69.00

67.00

After five years

642.39

660.39

Total

727.39

742.89

The Company has the option to renew these lease agreements for an additional 30 years term, under the conditions, covenants and with the rental fees as stipulated in the agreements. (h) Two subsidiaries have management and royalty agreements with two companies, for management of serviced apartment projects of the subsidiaries and trademarks. The agreements are for a 20 year period, with options to extend for further periods of ten years. The subsidiaries are to pay various fees at a percentage of the gross revenues and/or net operating profits of the projects, as stated in the agreements. In May 2007, the Company and a subsidiary, Golden Land (Mayfair) Co., Ltd., entered into an assignment and assumption agreement with a group of companies that provide residential service project management to the subsidiary, for its transfer of the said right to Grand Mayfair Co., Ltd.

207 Annual Report 2007 Golden Land Property Development Public Company Limited

37. Contingent liabilities The Company, a subsidiary and a related company are engaged in litigation as a result of agreements and compensation claims by customer project “complainants” in the amount of Baht 4.47 million. One case is currently pending hearing by the appeal court. The other case is ongoing and the result has not been decided. As at 31 December 2007, the outcome of these cases is uncertain and the Company and the said subsidiary company have not recognised any related expense in the statement of income.

38. Thai Accounting Standards (TAS) not yet adopted The Group has not adopted the following TAS that have been issued as of the balance sheet date but are not yet effective. These TAS will become effective for financial periods beginning on or after 1 January 2008. TAS 25 (revised 2007)

Cash Flows Statements

TAS 29 (revised 2007)

Leases

TAS 31 (revised 2007)

Inventories

TAS 33 (revised 2007)

Borrowing Costs

TAS 35 (revised 2007)

Presentation of Financial Statements

TAS 39 (revised 2007)

Accounting Policies, Changes in Accounting Estimates and Errors

TAS 41 (revised 2007)

Interim Financial Reporting

TAS 51

Intangible Assets

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

39. Events after balance sheets date At the Board of Directors’ Meeting on 25 February 2008, it was resolved to a) pay dividend to shareholders for the operation from 1 January 2007 to 31 December 2007 at Baht 0.05 per share, totalling Baht 31.50 million. The dividend payment will be made on 28 May 2008. b) increase on investments in the Company’s subsidiaries as follows: •

Purchasing their new issuing shares of United Homes Co., Ltd. which will increase the registered fully paid up capital from Baht 50 million to Baht 100 million, divided into 10 million shares at a par value of Baht 10 each. After purchasing new issuing shares of United Homes Co., Ltd, the Company will hold 100% of the total shares in United Homes Co., Ltd.

• Purchasing their new issuing shares of Ritz Village Co., Ltd. which will increase the registered fully paid up capital from Baht 1 million to Baht 100 million, divided into 10 million shares at a par value of Baht 10 each. After purchasing new issuing shares of Ritz Village Co., Ltd, the Company will hold 100% of the total shares in Ritz Village Co., Ltd.

40. Reclassification of accounts Certain accounts in the 2006 financial statements have been reclassified to conform to the presentation in the 2007 financial statements.

208

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