HEMRAJ: Annual Report 2009 by Piyanuch Meechit

รายงานประจำปี 2552 บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน)

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED ชั้น 18 อาคารยูเอ็มทาวเวอร์ เลขที่ 9 ถนนรามคำแหง สวนหลวง กรุงเทพมหานคร 10250 ประเทศไทย โทรศัพท์ : 66-2719-9555 โทรสาร : 66-2719-9546-7 18th FL., UM Tower, 9 Ramkhamhaeng Rd., Suangluang, Bangkok 10250 THAILAND Tel : 66-2719-9555 Fax : 66-2719-9546-7 e-mail : marketing@hemaraj.com, invest@hemaraj.com www.hemaraj.com, www.theparkresidence.co.th Registration No. : BORMORJOR.0107536000676 ทะเบียนเลขที่ : บมจ.0107536000676

Annual Report 2009 Hemaraj Land And Development Public Company Limited

บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน)

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED

รายงานประจำปี 2552

ANNUAL REPORT 2009

สารบัญ CONTENTS 02 จุดเด่นทางการเงิน 03 04 09 13 23 24 27 32 39 40 42 43 53 89 90 94 96 97 98

สาส์นจากคณะกรรมการบริษัทฯ ข้อมูลของคณะกรรมการและคณะผู้บริหาร ลักษณะการดำเนินธุรกิจและโครงสร้างธุรกิจ เหตุการณ์ที่สำคัญในปี 2552 ภาวะเศรษฐกิจและการแข่งขัน บทรายงานและการวิเคราะห์ ของฝ่ายบริหาร โครงสร้างการจัดการ การปฏิบัติตามหลักการกำกับดูแลกิจการที่ดี รายงานความรับผิดชอบของคณะกรรมการ ในการจัดทำรายงานทางการเงินประจำปี 2552 รายงานของคณะกรรมการตรวจสอบประจำปี 2552 รายงานของผู้สอบบัญชีรับอนุญาต งบการเงิน หมายเหตุประกอบงบการเงิน โครงสร้างผู้ถือหุ้นและโครงสร้างองค์กร รายการระหว่างกัน โครงสร้างการลงทุนและรายได้ของบริษัท บริษัทย่อย และบริษัทร่วม ข้อมูลการดำรงตำแหน่งของกรรมการและผู้บริหาร ในบริษัท บริษัทย่อยและบริษัทร่วม ค่าตอบแทนของผู้สอบบัญชี บุคคลอ้างอิงอื่นๆ

99 100 101 106

110 120 121 124 129 136 137 139 140 150 189 190 194 196

197 198

Financial Highlights Message from the Board of Directors Information of Board of Directors and Management The Company’s Business Profile and Business Structure Major/Significant Events in 2009 Economic & Competitive Condition Management Analysis Management Structure Good Corporate Governance Report on Responsibilities of the Board of Directors Towards the Financial Report of the Year Audit Committee’s Report for 2009 Independent Certified Public Accountants’ Report Financial Statements Notes to Financial Statements Shareholding & Organization Structure Transactions with Related Parties Holding Structure and Revenue of the Company, Subsidiaries and Associated Companies Information of Directors in Company, Subsidiaries and Associated Companies The Remuneration of the Auditor of Company Other References

CORPORATE VISION, MISSION & STRATEGY CORPORATE VISION

To create long-term shareholder value in a controlled way achieved through focused appropriate strategic, business, financial and governance disciplines. This long-term value can be realized by demonstrating and communicating respect for our customers, employees, and stakeholders while behaving in a manner that is communally, ethically, and environmentally responsible.

MISSION

â&#x20AC;&#x153;To Develop World Class Industrial Estates Utilities and Property Customer Solutionsâ&#x20AC;?

HEMARAJ STRATEGY 1. Developing industrial estate, utility, and property solutions that have predictable growing revenue and superior profit opportunities in order to optimize shareholder value. 2. Leveraging complementary management expertise in property, utilities infrastructure and environmental competence. 3. Utilizing company financial resources selectively for competing investment opportunities.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

FINANCIAL HIGHLIGHTS KEY FINANCIAL FIGURES

KEY FINANCIAL RATIOS

(Million Baht)

2007

2008

2009

Operating Revenue* Total Industrial Estate Revenue*

5,201

4,714

2,229

Total Revenue Gain from Extraordinary Items Net Income Cash Total Assets Total Debts/Loans Total Liabilities Total Shareholderâ&#x20AC;&#x2122;s Equity Earning Per Share (Baht) Par (Baht)

5,238 - 1,144 575 13,897 4,371 6,279 7,618 0.12 0.40

Current Ratio (Times) 2.40 2.35 2.42 Net Debt to Equity (Times) 0.75 0.57 0.51 Return on Assets 8% 8% 4% Return on Equity 15% 13% 6% Net Profit Margin 22% 27% 26% Earnings per Share (Baht) 0.12 0.14 0.06 Earnings per Share (Baht) - fully diluted 0.12 0.14 0.06 Book Value per Share (Baht) 0.81 0.87 0.87 No. of Shares Issued and Paid 9,354.21 9,381.84 9,705.19 (Million Shares) No. of Warrants Outstanding 355.18 327.55 - (Million Shares)

2,158 2,854 704 Total Utilities Revenue* 718 922 1,026 Total Rental Property and Services* 381 480 515 Total Sale of Property* 1,944 459 (15)

4,983 2,223 - - 1,342 575 932 910 13,712 13,680 3,454 4,023 5,574 5,222 8,138 8,458 0.14 0.06 0.40 0.40

2007

2008

2009

Note : *Internal Reclassification

OPERATING REVENUE

NET INCOME

(Million Baht) 6,000 5,000

(Million Baht) 1,400 5,201

4,000

1,200 4,714 459 480

1,944

3,000 2,000 1,000

800

2,854

-1,000

2008

Total Industrial Estate Revenue Total Rental Property and Services

2009

704 (-15)

200 0

2007

Year

2008

2009

Year

Total Utilities Revenue Total Sale of Property

TOTAL ASSETS AND TOTAL LIABILITIES

NET DEBT TO EQUITY

(Million Baht) 15,000

(Times) 13,897

13,712

1.00

13,680

0.75

10,000

575

400

1,026

2007

600

2,229 515

2,158

1,144

1,000

922

381 718

1,342

6,279

5,000

0.75 0.57

0.50 5,574

0.51

5,222 0.25

0.00

2007 Total Assets

2008 Total Liabilities

2009

Year

2007

2008

2009

Year

100

Annual Report 2009 Hemaraj Land And Development Public Company Limited

MESSAGE FROM THE BOARD OF DIRECTORS

Mr. David R. Nardone

President & Chief Executive Officer 10 March 2010

Mr. Chavalit Sethameteekul Chairman of the Board of Directors 10 March 2010

We would like to report that Hemaraj Land And Development Public Company Limited finished 2009 with Total Net income of Baht 575 million, a decrease of Baht 767 million or 57%. Total Revenue was Baht 2,223 million compared with Baht 4,982 million for the same period of 2008, representing a 55% decrease. Financially, Hemaraj has maintained a strong balance sheet and cash flexibility to fund our growth plans. Hemaraj reported 2009 Year-end Total Assets of Baht 13,680 million including Baht 910 million in cash. Total Liabilities were Baht 5, 222 million with Total Shareholders Equity of Baht 8,458 million. The Net Debt to Equity ratio was 0.51 to 1 times. For the Year 2009 has shown reasonable performance considering the severe international and local disruption while benefiting from increasing broad recurring revenue. We continued to be profitable with a strong balance sheet to take advantage of the future recovery. As noted at year-end 2008, global economic conditions led to a dramatic collapse in durable goods consumption. Subsequent reductions in production levels to reduce inventory reflecting lower demand have now stabilized. Thailand is returning to more stable run rate levels of production particularly for petrochemicals and automotive with increases in purchasing and other durable goods leading indicators. Thailand has in the past provided an improving investment climate and predictable rules of law enforcement. However, there are current environmental and health impact concerns where investors have complied with the rules and laws in place and the government has been slow and uncertain to resolve the protection of their rights and investment. The opportunity for Thailand is to benefit from the investment consolidation of production to strategic locations based on cost currency and market access. Industrial cluster opportunities will continue for automotive, petrochemical, and other industrial sectors long term, particularly at Hemaraj’s “Detroit of the East” automotive cluster in the Eastern Seaboard. The investment in Hemaraj’s business model will remain attractive. Hemaraj had 75% lower revenue from industrial estate sales for the Year 2009. Encouragingly we saw in 2009 an 11% growth in Utilities revenue and a 7% growth in Rental Property revenue. Our broadened recurring revenue strategy and a strong balance sheet shielded market disruption while recovering to a normal level continues.

Our investment in the Gheco-One IPP power project continued, being on schedule.

The Company has adhered to the good corporate governance principles by always taking into account the significance and responsibilities toward all stakeholders of the Company through our commitment, dedication and efforts as evidenced by the ‘Excellent’ corporate governance rating by Thai Institute of Directors in 2009. The Hemaraj business and financial plans reflect improving conditions and opportunities in order to optimize predictable returns to shareholders. We are cognizant of economic political and market risks as well as the continued global recovery. The Management and the Board of Directors are grateful to our stakeholders for entrusting us with this responsibility.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

INFORMATION OF BOARD OF DIRECTORS AND MANAGEMENT BOARD OF DIRECTORS Mr. Chavalit Sethameteekul Chairman of the Board of Director, Member of Nomination and Remuneration Committee Age: 62 Years Education / IOD Trainning: M.B.S. (Political Science), Thammasart University, Bangkok Certificate class 40, National Defence College of Thailand Barrister at Law, Institute of Legal Education of Thai BAR LL.B..(Hons), Thammasart University, Bangkok DAP 6/2003 and DCP 74/2006, Thai Institute of Directors Association (IOD) Kellog School of Management, “Strategic Thinking and Executive Action” (Kellogg School of Management, Evanston, Illinois, Campus of Northwestern University, USA) Present Positions: • Chief Executive Officer Sriracha Harbour PCL. • Director Office of The Council of State • Director The Thai BAR Previous Positions: • Director General The Customs Department, Ministry of Finance • Deputy Permanent Secretary Ministry of Finance • Inspectors General Ministry of Finance • Deputy Director General The Excise Department, Ministry of Finance • Chairman The Board of Small Business Credit Guarantee Corporation • Vice Chairmen The Board of Metropolitan Electricity Authority • Vice President The Board of Airports of Thailand Public Compay Limited • Vice President The Board of TOT Public Company Limited % Hemaraj Stock Held as of 31/12/2009: 0.00%

Mr. Sudhipan Charumani Independent Director, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee Age: 66 Years Education / IOD Trainning: Institute of Chartered Accountants in England and Wales ACP 6/2005, DAP 2/2003, DCP 57/2005, MIA 3/2008, MIR 4/2008, QFR 3/2006, RCC 8/2009, DCP Re 2/2009, Thai Institute of Directors Association (IOD) Present Positions: • Director Vasupak Associates Co., Ltd. % Hemaraj Stock Held as of 31/12/2009: 0.00%

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Annual Report 2009 Hemaraj Land And Development Public Company Limited

Mr. Thongchai Srisomburananont Director, Chairman of the Executive Committee, Member of Nomination and Remuneration Committee Age: 57 Years Education / IOD Trainning: Junior High School, Rojseri-Anusorn School DAP 77/2009, Thai Institute of Directors Association (IOD) Present Positions: • Chairman Eastern Industrial Estate Co., Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. • Chairman Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Chairman The Park Residence Co., Ltd. • Chairman Hemaraj Water Co., Ltd. • Chairman SME Factory Co., Ltd. • Chairman H-Phoenix Property Co.,Ltd • Chairman Hemaraj Clean Water Co.,Ltd. Hemaraj International Co., Ltd. • Director • Director Live Smart Co., Ltd. % Hemaraj Stock Held as of 31/12/2009: 0.02%

Mr. David Richard Nardone Director and Executive Director, President and Chief Executive Officer Age: 54 Years Education / IOD Trainning: MBA, Northeastern University, Boston, USA DCP 57/2005, Thai Institute of Directors Association (IOD) Present Positions: • Director Eastern Industrial Estate Co.,Ltd. • Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Chairman Eastern Pipeline Services Co.,Ltd. • Director and Executive Director H-Construction Management and Engineering Co.,Ltd • Director The Park Residence Co., Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director H-Phoenix Property Co.,Ltd • Director Hemaraj Clean Water Co.,Ltd. • Director H-International (BVI) Co., Ltd. • Director Hemaraj International Co., Ltd. • Director S I L Industrial Land (Saraburi) Co., Ltd. • Director Rayong Industrial Land Co., Ltd. • Vice Chairman GHECO-One Co., Ltd. • Chairman Cofely (Thailand) Co.,Ltd. • Director Houay Ho Thai Co., Ltd. • Director Houay Ho Power Co., Ltd. % Hemaraj Stock Held as of 31/12/2009: 0.43%

Annual Report 2009 Hemaraj Land And Development Public Company Limited

Mr. Vivat Jiratikarnsakul Director and Executive Director, Executive Vice President Age: 54 Years Education / IOD Trainning: Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University DAP 2/2003 and DCP 38/2003, Thai Institute of Directors Association (IOD) Present Positions: • Director Eastern Industrial Estate Co.,Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Director H-Construction Management and Engineering Co.,Ltd • Director The Park Residence Co., Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director H-Phoenix Property Co.,Ltd • Director Hemaraj Clean Water Co.,Ltd. • Director H-International (BVI) Co., Ltd. • Director Hemaraj International Co., Ltd. • Director S I L Industrial Land (Saraburi) Co., Ltd. • Director Rayong Industrial Land Co., Ltd. • Director GHECO-One Co., Ltd. • Director Cofely (Thailand) Co.,Ltd. • Director Houay Ho Thai Co., Ltd. • Director Houay Ho Power Co., Ltd. % Hemaraj Stock Held as of 31/12/2009: 0.09%

Mr. Peter John Edmondson Independent Director, Member of the Audit Committee Age: Education : Present Positions: • Investor Consultant % Hemaraj Stock Held as of 31/12/2009:

60 Years Bachelor of Science in Chemistry (Honor), University of Sheffield, England Private Sector 0.05%

Mrs. Punnee Worawuthichongsathit Independent Director, Member of the Audit Committee, Member of the Corporate Governance Committee Age: 58 Years Education / IOD Trainning: Master in Accounting, Chulalongkorn University ACP 2/2004, DAP 2/2003, DCP 38/2003, MFM 1/2009, MFR 5/2007, MIA 1/2007, MIR 2/2008, QFR 1/2006, RCC 7/2008, DCP Re 2/2009, Thai Institute of Directors Association (IOD) CPA Certificate, Thailand CIA Certificate, The Institute of Internal Auditors of USA CPIA, QIA Certificates, The Institute of Internal Auditors of Thailand Present Positions: • Independent Director/ Member of the Audit Committee TT&T PCL. • Independent Director/ Member of the Audit Committee The Brooker Group PCL. % Hemaraj Stock Held as of 31/12/2009: 0.00%

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Annual Report 2009 Hemaraj Land And Development Public Company Limited

Ms. Pattama Horrungruang Director and Executive Director, Senior Vice President and Chief Financial officer, Member of the Corporate Governance Committee Age: 48 Years Education / IOD Trainning: MBA, Thammasat University DAP 1/2003, DCP 55/2005, RCC 9/2009, Thai Institute of Directors Association (IOD) Present Positions: • Director Eastern Industrial Estate Co.,Ltd. • Director and Executive Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. • Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. • Director Eastern Pipeline Services Co.,Ltd. • Director The Park Residence Co., Ltd. • Director Hemaraj Water Co., Ltd. • Director SME Factory Co., Ltd. • Director H-Phoenix Property Co.,Ltd Hemaraj Clean Water Co.,Ltd. • Director • Director GHECO-One Co., Ltd. • Director Cofely (Thailand) Co., Ltd. • Director Houay Ho Thai Co., Ltd. • Director CA-Post (Thailand) Co.,Ltd % Hemaraj Stock Held as of 31/12/2009: 0.00%

Mr. Somphong Wanapha Independent Director, Chairman of the Corporate Governance Committee Age: 66 Years Education / IOD Trainning: MBA, Finance, Michigan State University, USA (Royal Thai Government Scholarship) ACP 13/2006, DCP 62/2005, MFM 1/2009, MFR 9/2009, MIA 5/2009, MIR 6/2009, RCP 17/2007, DCP Re 2/2009, Thai Institute of Directors Association (IOD) Present Positions: • Chairman of the Audit committee Government Savings Bank • Chairman of the Audit committee Prasit Patana PCL. • Chairman Executive Board on M.B.A. Program, Thammasat University • Chairman Public Warehouse Organization, Ministry of Commerce • Director State Enterprise Performance agreement Evaluation Committee, Ministry of Finance • Director Sahapatana Interholding PCL. Previous Position : • Secretary General Thailand Board of Investment % Hemaraj Stock Held as of 31/12/2009: 0.00%

Mr. Vikit Horrungruang Director Age: Education / IOD Trainning:

39 Years MBA, Finance, Northeastern University, USA DCP 64/2005, DCP Re 2/2009, Thai Institute of Directors Association (IOD) Present Positions: • Managing Director Sriracha Harbour PCL. • Deputy Managing Director T.C.Exhibition Co.,Ltd. • Director Suntec Metal Co.,Ltd. • Director Flaming Property Co.,Ltd. • Director Eastern Enterprise Co.,Ltd. • Director CA-Post (Thailand) Co.,Ltd • Director Phromnares Co.,Ltd. % Hemaraj Stock Held as of 31/12/2009: 1.12%

Annual Report 2009 Hemaraj Land And Development Public Company Limited

MANAGEMENT

1. Mr. David Richard Nardone Age 54 Education MBA, Northeastern University, Boston, USA Position at Hemaraj Director / Executive Director / President / Chief Executive Officer 1993 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.43% 2. Mr. Vivat Jiratikarnsakul Age 54 Education Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University Position at Hemaraj Director / Executive Director / Senior Vice President / Executive Vice President 1989 Year Joined Hemaraj 0.09% Hemaraj Stock Held as of 31/12/2009: 3. Ms. Pattama Horrungruang Age 48 Education MBA, Thammasat University Position at Hemaraj Director / Executive Director / Senior Vice President / Chief Financial Officer 2003 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.00% 4. Mr. Sunthorn Kongsunthornkitkul Age 59 Education Bachelor of Mechanical Engineering, Chulalongkorn University Position at Hemaraj Vice President - Industrial Estate Operations 2007 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.00% Age 58 5. Mr. Preeprem Malasitt Education MBA, Northern Illinois University, USA Position at Hemaraj Director - IE Training Center and New Projects 2007 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.00% 6. Mr. Sirisak Kijraksa Age 49 Education Bachelor of Accounting, Bangkok University Position at Hemaraj Director - Accounting and Legal 1990 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.00% 7. Mr. Khamhoung Ratsamany Age 43 Education MBA, Bangkok University Position at Hemaraj Director - Small Power and Water Project Planning 1995 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.00% 8. Ms. Ladda Rojanavilaivudh Age 43 Education MBA, Bangkok University and MA, Nara Women University, Nara, Japan Position at Hemaraj Director - Industrial Customer Development 2001 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.00% 9. Ms. Anchalee Parsertchand Age 40 Education MBA, Assumption University and MA, Japanese, Keio University, Tokyo, Japan Position at Hemaraj Director - Industrial Customer Development 2001 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.00%

10. Ms. Somjai Wachiraha Age 49 Education Bachelor of Business Administration, General Affairs, Ramkhamhaeng University Position at Hemaraj Director - Finance Year Joined Hemaraj 1990 Hemaraj Stock Held as of 31/12/2009: 0.00% 11. Ms. Jinnapat Tongviseskul Age 40 Education MBA, Economic & Administration, Chulalongkorn University Position at Hemaraj Director - Residential Customer Development Year Joined Hemaraj 1993 Hemaraj Stock Held as of 31/12/2009: 0.00% 12. Ms. Chantana Hinkaew Age 40 Education MBA, University of Nottingham, UK Position at Hemaraj Director - Corporate Marketing Year Joined Hemaraj 2004 Hemaraj Stock Held as of 31/12/2009: 0.00% 13. Mr. Apichat Trongsukson Age 45 Education MBA, Nida University Position at Hemaraj Assistant Director - Information System & Services 1994 Year Joined Hemaraj Hemaraj Stock Held as of 31/12/2009: 0.00% 14. Mr. Tanin Subboonrueng Age 46 Education MBA, Business Administration, Assumption University Position at Hemaraj Director - Industrial Estate Development Year Joined Hemaraj 1996 Hemaraj Stock Held as of 31/12/2009: 0.00% 15. Mr. Paopitaya Smutrakalin Age 39 Education MS, Finance, Drexel University, Philadelphia, USA Position at Hemaraj Director - Corporate Planning & Investor Relations Year Joined Hemaraj 1996 Hemaraj Stock Held as of 31/12/2009: 0.00% 16. Mr. Niphone Harnpatanapanich Age 53 Education MBA, Chulalongkorn University Position at Hemaraj Director - Residential Project Planning Year Joined Hemaraj 2003 Hemaraj Stock Held as of 31/12/2009: 0.00% 17. Ms. Prattana Kijjanon Age 45 Education MBA, Thammasat University Position at Hemaraj Director - Procurement Year Joined Hemaraj 2008 Hemaraj Stock Held as of 31/12/2009: 0.00%

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Annual Report 2009 Hemaraj Land And Development Public Company Limited

THE COMPANY’S BUSINESS PROFILE AND BUSINESS STRUCTURE Over 20 years since established in 1988 with the vision of Mr. Sawasdi Horrungruang, Founder and Chairman of Advisors to the Board of Directors of Hemaraj and listed on the Stock Exchange of Thailand in 1992. Hemaraj has been Thailand’s leading developer of Industrial Estates, Utilities, and Property Customer Solutions through the “Detroit of the East” Automotive Cluster in the Eastern Seaboard and Downstream Petrochemical in MapTaPhut, Rayong and Industrial Clusters. As Hemaraj enters its third decade, it has continued to serve the society and build its future on three key pillars: Industrial Estates, Utilities and Property while maintaining the principle of sustainable development for environment and communities. Achieved ISO 14001, ISO 9001:2000 and the Best Environmental Management EIA awards. In 2009, Hemaraj has opened Environmental Monitoring and Control Center at Eastern Seaboard Industrial Estate (Rayong) as an integral part of Hemaraj’s policies and plans.

1. Industrial Estates

Hemaraj has developed and managed 4 Industrial Estates and 2 Industrial Zones (from April 2005): Hemaraj Chonburi Industrial Estate, Eastern Seaboard Industrial Estate (Rayong), Hemaraj Eastern Industrial Estate (Map Ta Phut), Hemaraj Eastern Seaboard Industrial Estate, S I L Industrial Land (Saraburi), and Rayong Industrial Land. From six locations with a combined land area of 31,307 rai (12,523 acres), Hemaraj’s industrial estates have attracted 407 distinct customers, comprising over 600 industrial estate or building contracts. The 137 automotive customers with 203 automotive contracts include OEM manufacturers such as Ford, Mazda, GM, Suzuki and more. Hemaraj’s Customer by Industry and by Country as of December 31, 2009 Chemical/ Petrochem

Automotive

12%

Steel/Metal

34%

Other Asia

Taiwan

Malaysia

Australia

Japan

31%

USA

Others

11%

12%

Orthers Logistics

Europe Bldg. Material Electronics

Consumer

15%

13%

Singapore Thailand

21%

Annual Report 2009 Hemaraj Land And Development Public Company Limited

2. Utilities

2.1 Industrial Estate: the largest private supplier of clarified and treated potable water to industrial users with the capacity of 150,000 cubic meters per day. Hemaraj provides dependable utility solutions to industrial customers and manages the industrial estate property and private utilities to allow customers to optimize their efforts in manufacturing. All Hemaraj’s industrial estates have received the Best Environmental Management EIA awards from the Ministry of Sciences, Technology and Environment and are ISO 14001, ISO 9001:2000 certified.

2.2 Power: - GHECO-One Company Limited, a 35/65 Joint Venture in a 660 MW IPP with Thailand’s largest private power provider, Glow Energy, GDF Suez Energy Group, formally named Tractebel, Belgium to supply power to Electricity Generating Authority of Thailand (EGAT). The Gheco-One Project has obtained EIA approval on 15 May 2008 and is under construction with a schedule to have its commercial operation at the end of 2011. - Hemaraj holds 5% equity in Glow IPP, the 713 MW IPP Power Project locating in Hemaraj Chonburi Industrial Estate. - Hemaraj holds 12.75% in Hydro Power Plant Project, Houay Ho Power in Laos People’s Democratic Republic by holding shares in Houay Ho Thai Company Limited, whose shareholders are Hemaraj and Glow group. Houay Ho Power is a company operating a 152 megawatt Hydro Power Plant business in Laos People’s Democratic Republic under a 30 years concession from the Laos Government. 2.3 Water: - Hemaraj Water Company Limited: a 100% subsidiary company to develop and manage Water Resources and to provide treated water to industrial factories. - Hemaraj Clean Water Company Limited: a 100% subsidiary company to produce and distribute the industrial water to supply the industrial factories in the Industrial Estates.

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2.4 Other Utilities and Services: Utilities and Industrial Services assist the customers in benefiting from the shared resources and utility expertise of Hemaraj and its global partners. These capabilities extend beyond Hemaraj’s industrial estates and leverage technical resources. - Cofely (Thailand) Limited (Previousely Elyo-H Facilities Management): a 40/60 Joint Venture with GDF Suez Energy and Teo Hong Silom to provide utility and facility management services to industrial customers. Major customers are ESSO, Glow, Lite On, Saint-Gobain Sekurit, Thai German Ceramic, Siam Ceramic Group Industry. - Eastern Pipeline Services Company Limited: a 100% subsidiary company to provide piping distribution for Chemical, Steam and Industrial Gas for Heavy Industrial Users with a total investment of Baht 200 million. - H-Construction Management and Engineering Company Limited: a 100% subsidiary company to provide design, construction supervision, project and construction management services.

3. Property

3.1 SME Factories for Rent and Sales: Hemaraj designs and develops turnkey and expandable SME factories sizing from 750 square meters to 7,500 square meters for rent and sales located in both General Industrial Zone and Duty Free Zone in multiple industrial estates/zones of Hemaraj. H-Construction Management and Engineering, Hemaraj’s subsidiary company, also manages the utility and fit-out requirements to fit customers needs. This rental of SME factories provides customers flexibility on investment and financing as well as a growth path to larger buildings or developed land as their business expands. Hemaraj has built 124 units with over 271,700 square meters to date in its multiple industrial estate locations.

3.2 Selective Property: - H-Phoenix Property Company Limited: a 100% subsidiary company for commercial property lease or sale and management with a registered capital of Baht 800 million and Baht 785 million paid-up. - H-Phoenix Property Company Limited, a 100% subsidiary of Hemaraj, has acquired the majority ownership of office units in UM Tower and an additional adjacent freehold land area of 1 rai 3 ngan 31 square wah (731 square wah or 2,924 square meters) since 2007. UM Tower is a 31-storey juristic office building, set on two rai of land with a total net lettable or salable area of 35,500 square meters. The building is located at 9 Ramkhamhaeng Road, which is close to the expressway, airport, linking the Eastern Seaboard, and downtown as well as next to the Airport Express Station where is about to operate. The current occupancy rate is approximately 77%. The adjacent land will provide Hemaraj with future property development opportunities. - The Park Chidlom, an exclusive Bangkok luxury high-rise condominium residence under the lifestyle concept of “a symphony in living’ with the highest international standards in the most convenient Bangkok city location. The Park Chidlom, set on five and one half rai, has two residential towers: the 35-storey Somkid Tower and the 28-storey Chidlom Tower, with a total of 218 units comprising 87,000 gross square meters and 53,299 net square meters. In 2008, The Park Chidlom won the Best High Rise Development Thailand - Five Star Award of the prestigious CNBC Asia Pacific Property Awards 2008 held in Singapore.

Associates

Subsidiaries

Rayong Industrial Land

SIL Industrial Land 25% 99.99%

Eastern Industrial Estate 99.99%

Hemaraj Eastern Seaboard 99.99%

Eastern Seaboard Industrial Estate (Rayong) 60%

Industrial Estates

Hemaraj Water

99.99%

Hemaraj Clean water 99.99%

Water

BUSSINESS STRUCTURE

Houay Ho Power (Lao P.D.R)

GHECO - One 35%

Power

Utilities

25%

Cofely (Thailand) 39.99%

Eastern Pipeline Services 74.99%

H-Construction Management and Engineering 99.99%

Others

HEMARAJ LAND AND DEVELOPMENT PCL.

The Park Residence 99.99%

H-Phoenix Property 99.99%

SME Factory 99.99%

Property

Houay Ho Thai 51%

Hemaraj International 100%

H-International (BVI) 100%

Others

Annual Report 2009 Hemaraj Land And Development Public Company Limited

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Annual Report 2009 Hemaraj Land And Development Public Company Limited

MAJOR/SIGNIFICANT EVENTS IN 2009

3 Industrial Estate Land Sales Due to the severe international and local economic conditions as well as concerns in politics and environmental issues, the industrial land sales (or rental) in 2009 were dropped significantly to 144 rai. From 18 contracts, 13 new customers and 5 project expansions from existing customers, six new SME factories contracts were signed in 2009 with 4 new factory rentals and 2 factory sales. After the economic downturn in late 2008 to 2009, Hemaraj sees the plausible outlook in Automotive and Industrial Investment from new and expansion customers who return the production to normalcy. With a Free Trade Agreement for Thailand and a capacity shift from Japan, Australia and others due to the competitive cost structure, Hemaraj continues to be the key automotive cluster “Detroit of the East” in the Eastern Seaboard area and other multiple integrated clusters of Blue Chip Multinational and other customers. Total industrial customers are 407 distinct new customers with 602 contracts and 137 automotive customers representing some USD 18 billion of customer investment.

3 TRIS Rating Affirms Company Rating at “A-” and Outlook to “Negative” On June 11, 2009, TRIS Rating Co., Ltd has affirmed the company rating of Hemaraj at “A-”, which reflects its proven record in industrial estate development, reliable stream of utilities income, and healthy balance sheet. At the same time, TRIS Rating has revised the rating outlook of Hemaraj to “negative” from “stable”, which reflects the deteriorating performance of the company as a result of global economic recession and the prospect of lower demand for industrial land during the next several years.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

According to the “negative” outlook, the deteriorating performance of Hemaraj is due to the plunge in the industrial estate development industry while the company has also made large capital expenditure commitments. The outlook of Hemaraj may be revised to “stable” if the general economy sustainably recovers close to the normal level. 3 Hemaraj received “Excellent” Corporate Governance Hemaraj received the “Excellent” corporate governance recognition level in the Corporate Governance Report of Thai listed Companies in 2009 (CGR). Hemaraj achieved an “Excellent “ scoring in 4 out of 5 categories: Rights of Shareholders, Equitable Treatment of Shareholders, Role of Stakeholders, and Disclosure and Transparency. The company receives a “Very Good” scoring under Board Responsibilities. 3 Hemaraj Invests in Houay Ho Power Plant Project in Laos Hemaraj paid Baht 267 million to join investment in Houay Ho Thai, a holding company in Houay Ho Power Plant Project which will bring the company recurring utility income and broaden the company revenue in utilities business. Houay Ho Power is a company operating a 152 megawatt Hydro Power Plant business in Laos People’s Democratic Republic under a 30 years concession from the Laos Government to Build, Operate and Transfer (BOT). Presently, Houay Ho Power has sold electricity through a Power Purchase Agreement with The Electricity Generating Authority of Thailand (EGAT) with the contractual minimum guarantee of production capacity of 126 megawatt while the total production capacity per year is 394.2 gigawatthour, transmitted to Ubonratchatani. Additionally, Houay Ho Power has also sold the power through the Power Purchase Agreement with Laos government electricity authority with contractual minimum guarantee of production capacity of 2 megawatt. The main shareholder is Glow Energy Public Company Limited. 3 Hemaraj Volunteers for A Better Environmental Watch System On September 30, 2009, Hemaraj has joined force with Industrial Estate Authority of Thailand (IEAT) to open Environmental Monitoring & Control Center (ESIE), also called E:mc^2, at Eastern Seaboard Industrial Estate (Rayong). Being the country’s first environmental real time monitoring unit at private sector’s industrial estate, the center concentrates on real-time processing of environmental reports, with highly reliable and accountable methodology and transparency policy. The collaboration is a major step forward in the environmental protection in pursuit of Thailand’s sustainable industrial development and the quality of life of nearby communities.

There are four features that define and characterize the E:mc^2:

1) Water Quality Measuring System (WQMS) processes real-time measurement of the acidity-alkalinity (pH) as well as its BOD and TDS levels of waste water within the estate’s wastewater treatment plant before piping the output across the internal pipeline for reuse, or sending out to public water ways. In case the results fail to reach the required standards, the system immediately sends SMS notification to whom it concerns so that the problems can be solved on a timely basis. All results are systematically archived for fast and convenient information retrieval. 2) Report on other environmental indicators these include air emission records such as SOx, NOx and TSP as well as noise level and surface water quality in areas connected with the estate’s effluent point. 3) Listing of factories that need to fulfill requirements on issues concerning air quality (from factory chimneys), wastewater treatment, EIA compliance, risk analysis, and inspection of stream plants and boilers, for instance. The listing keeps IEAT informed regularly and enables the organization to follow up the issues more efficiently.

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4) Environmental complaints and feedbacks can be communicated directly to the estate developer through the phone number 038-954-543 or registration at www.hemaraj.com/envi. The center’s staff will forward the message to whom it concerns, and keep the sender updated with detailed status and progress of the issue (in the process or completed). For any case outside the responsibilities of Hemaraj and IEAT, the staff will act as medium of communication for all parties involved in order to accelerate the problem solving process. The center is set up on the budget of five million Baht, most of which are used for the development of its advanced information management system and communication facilities among the government supervisory office, the estate developer as well as factories and entrepreneurs – for more efficient environmental monitoring and control. Prior to launching the center, Hemaraj worked closely with Asian Institute of Technology (AIT) on further research and development of “Vertical Flow Constructed WetLand” for wastewater treatment in its industrial estates. The new system has been found more efficient than traditional energy-based system in terms of shock load capacity, environmental friendliness and energy saving. In addition, the company has initiated, and given generous support to, many social contribution projects such as medical mobile units for people in remote areas, professional skills development, educational and sports development, and scholarship grants to underprivileged school students within the Eastern Seaboard provinces. 3 Major Customer Development Toyo Filling International Grand Opening at Hemaraj Eastern Seaboard Industrial Estate Toyo Filling International Co., Ltd., a subsidiary of Toyo Aerosol Industry Co., Ltd., Japan’s leading manufacturer of aerosol products organized a Grand Opening Ceremony of its factory at Hemaraj Eastern Seaboard Industrial Estate. The factory will produce aerosol products for hair and body at a capacity of 60 million cans per year for export to ASEAN countries and other country in the world. Foundation Stone Laying for Bisphenol-A Project of PTT Phenol at Hemaraj Eastern Industrial Estate (Map Ta Phut) PTT Phenol Co., Ltd held a foundation stone laying ceremony of its Bisphenol-A project located in Hemaraj Eastern Industrial Estate (Map Ta Phut). Developed from PTT Phenol Project, the Bisphenol-A project will produce “Polycarbonate” or PC - a high quality Engineering Plastic predominantly used in the medical equipment, automotive and construction materials industries. The Bisphenol-A project is the world’s biggest Single Train Unit, which has a production capacity of 150,000 tons per year. The project will help reducing the import of raw materials while expanding export and creating jobs in Rayong.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

Logistic Alliance (Thailand) Grand Opening at Hemarajâ&#x20AC;&#x2122;s Eastern Seaboard Industrial Estate (Rayong) Logistic Alliance (Thailand) Co., Ltd. (LAT), a leading Japanese company specialized in packaging technology for Automotive Logistic Services organized a Grand Opening Ceremony of its Distribution Center located in Eastern Seaboard Industrial Estate (Rayong). With a registered capital of Bt. 150 million and creating jobs for 700 workers, the center will provide Complete Knock Down Packing for Automotive, Automobile service pallets packaging, Procurement/ Production of packaging and Container Yard Operation for AutoAlliance (Thailand) Co., Ltd. and Ford Operation (Thailand) Co., Ltd. Acushnet Titlelist (Thailand) Purchases Land at Hemaraj Eastern Seaboard Industrial Estate Acushnet Titlelist ( Thailand ) Co., Ltd., a leading manufacturer of golf balls, signed a contract with Hemaraj Land And Development Plc. for purchasing 26 rai of land at Hemaraj Eastern Seaboard Industrial Estate. The plant will primarily produce and export golf balls with the Titleist brand to the active South East Asia golf market. Acushnet will break ground in June of 2009 and begin production by the 3rd quarter of 2010. K.W. Metal Work Purchases Land at Eastern Seaboard Industrial Estate (Rayong) K.W. Metal Work Co., Ltd., a leading manufacturer of agricultural and industrial machines, signed a contract with Hemaraj Land And Development Plc. for purchasing land to build its factory at Eastern Seaboard Industrial Estate (Rayong). With a registered capital 20 million baht, the factory will produce screw flights and screw conveyors with a capacity of 100,000 meters per year. Thai Summit Meiji Forging Co., Ltd. (TSMF) Foundation Pillar Laying Ceremony at Hemaraj Eastern Seaboard Industrial Estate Thai Summit Meiji Forging Co., Ltd. (TSMF), a joint venture company between Thai Summit Autoparts Industry Co., Ltd.; Meiji Drop Forge Ltd.; Shinko Kogyo Co., Ltd.; and Thai Summit Engineering Co., Ltd. held a foundation pillar laying ceremony of its plant on 20 rai of land in Hemaraj Eastern Seaboard Industrial Estate. Scheduled to begin operation in August 2010, the plant will provide forging and heat treatment for automobile manufacturing industry.

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AutoAlliance Opens New Passenger Car Plant in Hemaraj’s Industrial Estate AutoAlliance (Thailand) Co., Ltd. (AAT), a joint venture between Mazda Motor Corporation and Ford Motor Company celebrated the official opening of its new passenger car plant in Eastern Seaboard Industrial Estate. The new passenger car facility will increase the total annual capacity at AAT to 275,000 units with the production of the Mazda 2 and Ford Fiesta compact cars for sale in Thailand, and export throughout the ASEAN region, as well as Australia, New Zealand and South Africa. At present AAT exports Ford and Mazda pickup trucks to more than 130 markets around the world. Golcha-Chemintac Purchases Land For Its Expansion at Hemaraj Eastern Seaboard Industrial Estate Golcha-Chemintac Co., Ltd., India’s foremost and largest producer of Talc powder and the first customer in Hemaraj Eastern Seaboard Industrial Estate, signed a contract to purchase additional land of 5 rai for its factory expansion. This also makes the company the first to extend its investment at Hemaraj Eastern Seaboard Industrial Estate. Visy Packaging (Thailand) Grand Opening at Hemaraj Eastern Seaboard Industrial Estate Visy Packaging (Thailand) Ltd., a manufacturer of Multi-layer Barrier sheets & Thermoformed Barrier Plastic Cups organized a Grand Opening Ceremony of its factory in Hemaraj Eastern Seaboard Industrial Estate. With a registered capital of 497.2 million baht, the factory will produce Plastic Sheet and Plastic Cups at a capacity of 11,500 tons and 4,875 tons a year respectively. Foundation Stone Laying Ceremony of Suzuki’s Eco-car Plant at Hemaraj ESIE Suzuki Automobile Manufacturing (Thailand) Co., Ltd. organized the Foundation Stone Laying Ceremony for its Eco-car manufacturing plant in Hemaraj Eastern Seaboard Industrial Estate. The company plans to spend 7,500 million baht for the construction and expects to start production in March 2012 with a capacity of 10,000 units for the first year. Parker Hannifin Grand Opening at Eastern Seaboard Industrial Estate (Rayong) Parker Hannifin (Thailand) Co., Ltd. a global leader in motion & control technologies organized a Grand Opening Ceremony of its factory located in Eastern Seaboard Industrial Estate (Rayong). With a registered capital of Bht. 93.95 million, the factory will produce automotive filtration, automation, climate control, connector, hydraulic, instrument & seals for domestic market and export with a capacity of 4 million filters per year.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

3 Hemaraj to Communities Hemaraj Skill Training and Development Center Provides Basic Skill Course for Students in Rayong Hemaraj Skill Training and Development Centre located in Hemaraj’s Eastern Seaboard Industrial Estate (Rayong) organizes basic vocational skill training for students in secondary level 3. The objectives are to introduce industrial environment to the youth and provide them with some practical and technical knowledge. Participating schools include Bann Hub Born school and Bann Surasak school. Conducted by teachers from Rayong Technical College, the training includes practical work courses on basic knowledge of electrical measurement equipment, basic repair of rice cooker, iron, table-electric fan and kettle including how to use Microsoft office. In cooperation with the Vocational Education Commission and the Department of Skill Development, the Skill Training and Development Centre was established as part of Hemaraj’s efforts to support the country’s strategic industrial development by boosting skills and knowledge of those already in employment and those about to enter the manufacturing sector. Free optical check-up Service by Hemaraj Hemaraj Land And Development Plc. in cooperation with Tasith Subdistrict Municipality, Nhong Kangkaow and Nhong Bon public health center organized mobile service to provide free optical check-up and eye glasses for community members at Tasith Subdistrict, Pluak Daeng District, Rayong province.

Blood Donation at Eastern Seaboard Industrial Estate (Rayong) ESIE HR Club in association with Industrial Estate Authority of Thailand, Pluak Daeng District and the Rayong Red Cross, organized a blood donation activity at Eastern Seaboard Industrial Estate (Rayong). Hemaraj’s employees and its customers’ representatives numbering as many as 150 persons donated blood at the camp. Hemaraj Organizes Blood Donation at Map Ta Phut Hemaraj Land And Development Plc. organized a blood donation activity at its Hemaraj Eastern Industrial Estate in Map Ta Phut. Hemaraj’s employees and its customers’ representatives donated blood at the camp organized by the Eastern Safety and Environmental Club in association with the Thai Red Cross Society at the industrial estate.

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Hemaraj Supports Sweet Pineapple Fair 2009 in Pluakdaeng, Rayong Hemaraj Land And Development Plc. joined Sweet Pineapple Fair 2009 at Pluakdaeng District Municipality, Rayong Province by arranging exhibition booth and organizing games for children. The company also provided gifts for game winners at the Fair. Sweet Pineapple Fair is held annually by Rayong Provincial Administrative Organization (PAO) in cooperation with the Tourism Authority of Thailand (TAT), Pluakdaeng District Municipality and industrial sector in Pluakdaeng with the objective to help reduce the over supply of pineapples and at the same time support agriculturists in creating value for agricultural produce via fruit preservation. This festival also features a variety of activities such as Agricultural Produce Contest, Agriculture Exhibition, traditional recreation and performances, health market, OTOP sale, Singing and Beauty Contest. Hemaraj Safety Club Seminar Your Style…My Style…The Same Goal - “Zero Incident” Hemaraj Eastern Industrial Estate (Map Ta Phut)’s Safety And Environmental Club (ESEC) organised a seminar entitled “Your Style…My Style…The Same Goal - Zero Incident” at Plala Cliff Beach Resort & Spa, Rayong. Featuring best practices on safety measures to achieve the ultimate goal for “zero industrial incident”, the seminar was attended by safety officers from manufacturers in Hemaraj’s industrial estates and community leaders from Nong Fab and Mab Cha Lude. Hemaraj 2009 Annual Contribution to 48 Schools in Chonburi and Rayong Hemaraj Land And Development Plc, in coordination with customers and alliances in its industrial estates, distributed school kits and sport equipment to over 13,000 students in 48 schools in Rayong and Chonburi provinces under its Annual School Contribution Program. The project is part of Hemaraj’s social contribution activities, which have been continuously implemented for over 10 years. Hemaraj Presents Full-Board Scholarship to Bankhai Technical College, Rayong Hemaraj Land And Development Plc., presented a full-board scholarship worth 191,500 baht to Bankhai Technical College, Rayong. The scholarship covers tuition fee, food and accommodation for universities and vocational colleges. To date 17 students finishing secondary education level in the Eastern Seaboard have been awarded the scholarships.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

Rayong Province Organizes Emergency Response Drill 2009 at Hemaraj’s Industrial Estate Rayong Governor’s Office in cooperation with Hemaraj Land And Development Plc., Pluak Daeng Subdistrict Administrative Organization and various government and private agencies held a Fire and Chemical Leakage Drill 2009 at BASF (Thai) Limited. plant in the Eastern Seaboard Industrial Estate (Rayong), Pluak Daeng District, Rayong. Hemaraj organizes “Art Camp” for Eastern Seaboard Students Hemaraj Land And Development Plc. cooperating with Inspire Sight Art & Culture Center, organizes “Art Camp” for pupils from 16 schools nearby the Eastern Seaboard Industrial Estate (Rayong). The 1-day program during June – August 2009 provides basic knowledge on arts with fun-filled workshops that relate art to environment and local culture. The activities help enhance art skill among children and instill the sense of pride in their hometown. Hemaraj Donates Money for Storm Relief in Map Ta Phut Hemaraj Land And Development Plc. in cooperation with the Industrial Estate Authority of Thailand and Map Ta Phut Municipality donated 120,000 baht (60,000 baht from Hemaraj and 60,000 baht from IEAT) to support 40 families in 10 communities in Map Ta Phut area affected by recent storm.

Hemaraj Installed Alarm Bell for Baan Nong Fab School The Safety And Environmental Club (ESEC) of Hemaraj Eastern Industrial Estate (Map Ta Phut) installed alarm bell for Nong Fab school as a support for the school’s emergency and safety measure. Hemaraj Volunteers for A Better Environmental Watch System Rayong Governor Mr. Sayumporn Limthai presides over the Official Opening of Environmental Monitoring & Control Center (ESIE), together with Mrs. Monta Pranootnorapal, IEAT Governor and Mr.Vivat Jiratikarnsakul, Executive Vice President of Hemaraj Land And Development Plc. at Eastern Seaboard Industrial Estate (Rayong). Local leaders from 8 communities around the industrial estate are also invited to learn about the operation of this center.

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Hemaraj Supports Huay Phong Police Station in Hemaraj Eastern Industrial Estate (Map Ta Phut) Hemaraj Land And Development Plc. organized an official opening ceremony of Huay Phong police station in the Hemaraj Eastern Industrial Estate ( Map Ta Phut) which the company donated one million baht for the construction. The police station will oversee the security in the Hemaraj Eastern Industrial Estate (Map Ta Phut) and nearby areas with policementon duty 24 hours. Hemaraj Organized Tree Planting to Preserve Environment Hemaraj Land And Development Plc. in cooperation with the Industrial Estate Authority of Thailand (IEAT) and Industrial Operators in Hemaraj Eastern Industrial Estate (Map Ta Phut) organized tree planting to expand green areas and preserve environment. Over 250 representatives from manufacturing companies, local authorities and community leaders jointly planted 1,200 trees. The activity is the first phase of a 3-year Tree-Planting Project which aims to plant a total of 5,000 trees by the year 2011. Free Mobile Medical Service by Hemaraj Hemaraj Land And Development Plc. in cooperation with Samitivej Sriracha Hospital provided free mobile medical service for community in Jompoljaopraya Subdistrict Municipality, Rayong province. The service is part of the Corporate Social Responsibility (CSR) activities organized annually by Hemaraj.

Blood Donation at Hemaraj Eastern Industrial Estate (Map Ta Phut) The Eastern Safety and Environmental Club (ESEC), Hemaraj Eastern Industrial Estate (Map Ta Phut) in cooperation with the Industrial Estate Authority of Thailand and Thai Red Cross Society, Rayong organized a blood donation day at Hemaraj Eastern Industrial Estate (Map Ta Phut) sponsored by Hemaraj Land And Development Plc. About 130 employees from Hemaraj and manufacturers from the industrial estate joined the activity with total blood donation of 57,850 cc.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

3 Environmental Care

Hemaraj Land And Development Plc. maintains the environmental policy in developing the industrial estates by emphasizing on land development as well as increasing the infrastructure service capacities& performance. Besides focusing on environmental management, Hemaraj also encourages companies in the estates to become aware of the significance of environmental care and community relations. Aim to the best result for all stakeholders, the Safety & Environment Clubs are where members from companies in the estates join to share the same objective in caring for the environment. All through the year, the clubs conducted several activities including Environment, Health and Safety activities for members and communities. Internal and external emergency drills were conducted frequently as well among the estates and the communities nearby as one of the major activity. Besides, Hemaraj has been practicing and managing environmental related projects and has received the Environmental Management System Certification: ISO 14001, EIA awards and been chosen as the pilot project of IEATâ&#x20AC;&#x2122; s Eco-Industrial Estates of Thailand Although year 2009 is the challenging year for developers and industrial section in term of environmental management by the effect from Maptaphut situation, Hemaraj still achieved confidence and respectable collaborations from communities and companies to constantly manage and care for the environment to pass thought this difficulty together. Through last year, to prevent any environmental issues that may affect communities, all parties in the estate run their business very stringent by the rules and regulations. Beside those well preventive action, Hemaraj have successfully set up E=MC2, Environmental Monitoring and Control Center, as the first private environmental center in Eastern Seaboard. This center is the tool enhancing Hemaraj environmental care performance for the ultimate management of environment, health& safety by focus mainly to the benefit of communities nearby. Hemaraj foresees the significance in maintaining the environment care projects. From day one, Hemaraj believes in the principle of sustainable co-existing of environment and community and this is our commitment to the public.

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ECONOMIC & COMPETITIVE CONDITION The 2009 Thai economy forecasted to contract by –2.8% compared to +3.0% in 2008. Despite the sharp contraction during the first three quarters of the year as a result of the global economic crisis, the Thai economy shows the positive sign of recovery with contributing factor from increasing public spending, public investment and the faster-than-expected of Thailand’s trading partners’ economy. In 2009, the Private Consumption Index decreased by 1.3% while Manufacturing production reduced by 5.2% and the capacity utilization rate decreased to 61.7%. For the year 2009, the Private Investment Index decreased by 12.7%. Export volumes for Thailand were decreased to US$ 150.8billion, a 13% decrease, while Imports decreased by 25% to US$ 131.5 billion. Current account ended the year with a surplus of US$ 20.3 billion. The balance of payments was US$ 24.1 billion. The industrial property market sector decreased 78%, from 4,170 rai in 2008 to 900 in 2009. The Board of Investment (BOI) project approval significantly decreased to Baht 281 billion compared with Baht 500 billion in 2008, or 44% decrease. The number of projects approved was 1,003 projects, a 20% decrease from 2008. Thailand still remained a regional production hub in the ASEAN automotive industry, particularly for oneton pickups and small passenger cars. In 2009, the vehicle production reduced to 999,378 vehicles from 1.39 million vehicles in 2008, a 28% decrease. Domestic vehicle sale in 2009 was 548,871 vehicles and 535,596 vehicles for export. In 2009, automotive export was 7.86% of total export value.

GPD

CAPACITY UTILIZATION

% 6.0 5.0 4.0 3.0 2.0 1.0 0.0 -1.0 -2.0 -3.0 -4.0

4.5

5.1

% 110 100 90 80 70 60 50 40 30 20 10

4.9 3.0

-2.8

2005

2006

2007

2008

2009P

1995

1998

2001

2004

Total Upstream Petrochemical

THAILAND INDUSTRIAL PROPERTY MARKET (Rai) 5,000

4,617

4,000 3,000

3,236

4,170

2,865

2,000 900

1,000 0

2005 Source:

2006

2007

2008

2007

Q2 January 2009 2010

Intermediate Petrochemical Vehicles & Parts

BOI APPLICATION APPROVALS Baht Billion 800 700 600 500 400 300 200 100 0

2009

1 Rai = 1,600 Square Meters or 0.4 Acres Bank of Thailand, March 2010, Board of Investment, January 2010 CB Richard Ellis, Quarter 4, 2009

744 571 500

373

281

2005

2006

2007

2008

2009

Annual Report 2009 Hemaraj Land And Development Public Company Limited

MANAGEMENT ANALYSIS 3 Operating Performance For the Year 2009, Hemaraj reported Total Net Income of Baht 575.2 million, or a decrease of Baht 766.8 million or 57% compared with the same period of 2008. The decrease of Net Income from Operating Business for the Year 2009 was mainly due to lower industrial land sales and no property sales compared to the same period of the prior year. Earnings per-share was 0.06 Baht per share, representing a decrease of 58% from the same period of last year. For the Year 2009, Hemarajâ&#x20AC;&#x2122;s Total Revenue was Baht 2,222.7 million compared with Baht 4,982.5 million for the same period of 2008, representing a 55% decrease. Total Operating Revenue from core businesses was Baht 2,229.0 million, a 53% decrease from the same period of 2008. Industrial Estate Land Sales for the Year 2009 were Baht 703.5 million, or a 75% decrease. There is an additional Baht 717 million in deferred revenue from Industrial Estate Land Sales not recognized to date, based on the percent completion method from 3 industrial estate new phase developments and representing sales that will be recognized primarily over the next 3 to 18 months. Total Utilities Revenue including industrial estate utilities, profit dividend from power utilities associates, and other utilities and services fees increased to Baht 1,025.5 million, an increase of Baht 104 million or 11%. Total Rental Revenue including SME factory rental, pipe-rack rental, and commercial office rental increased to Baht 514.7 million, an increase of 7%. 3 Financial Status The consolidated Balance Sheet in 2009 is summarized as follows. Total Assets in 2009 were Baht 13,681 million, a 0.2% decrease from Baht 13,712 million in 2008. Total Current Assets in 2009 were Baht 7,684 million compared to Baht 8,171 million in 2008, or a decrease of 6%. This includes Cash on Hand of Baht 910 million, Account Receivable of Baht 350 million and Land held for Real Estate development of Baht 6,371 million. Other Assets were Baht 5,996 million in 2009. This includes Land held for commercial purposes not under development of Baht 315 million, assets for rent of Baht 2,077 million, and long-term investment in other companies of Baht 763 million. Long term investment includes the 25% holding in S I L Industrial Land Co., Ltd., a joint investment with the company in Siam Cement Group, 5% direct holding in a 713 MW gas-fired power plant Glow IPP Co., Ltd., 51% holding in Houay Ho Thai Co., Ltd. which holds 25% in 152 MW Hydro Power Project in People Democratic Republic of Laos, and 35% holding in 660 MW coal-fire power plant Gheco-One of which Baht 2,059 million deposited for future equity commitment. All power projects are the joint investments with Glow Energy Plc. (GDF Suez). Total Liabilities in 2009 were Baht 5,222 million a 6% decrease from Baht 5,575 million in 2008. The decrease was mainly from the decrease of deferred income. Total Shareholders Equity in 2009 was Baht 8,459 million versus Baht 8,138 million in 2008, or a 4% increase due to the Net Operating Profit of 2009, the dividend payment, and the exercise of the warrants. During the Year 2009, 323.34 million units of warrants were exercised to common shares. As of December 31, 2009, there were 9,705.19 million common shares outstanding. The 2009 Net Debt to Equity ratio was at 0.51 to 1.

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3 Risk Factors & Others External Risks The company faces investment and management risks associated with Thai government and Bank of Thailand policies as well as external political and economic environment in neighboring and other countries. In addition Foreign Direct Investment, oil price, interest rates, land cost, construction cost, delays in construction, and shortages of skilled labor are factors that could affect the company businesses. The company is aware of the risks and effects associating with such factors and tries to have a systematic monitoring and analytical measurement to prevent and to minimize such risks at the acceptable level when comparing to the expected return. The Board of Directors and Management have also implemented the business strategy with appropriate adjustments based on the situation as witnessed from broadened operating revenue and improved profit margins. Increases in revenue from industrial estates utilities and rental, which are recurring and predictable, have balanced our revenue structure. Our multiple-locations industrial estates with a high percentage of repeat customers and the niche selective property projects have also reduced our risk profile. The latest global economic downturn as well as the recent local political situation significantly impact on the company’s business in the past year with a reduction in capacity needs and hence in industrial estate demand from new and expansion customers. However, industrial development is in place, broad revenue cushions this impact, and strong balance sheet minimize disruption. Financial Risks The operating performance, financial status, economic environment in Thailand and other countries, access to financial and capital market, foreign exchange and interest rates are risk factors to the companies financial management. An appropriate and sufficient source of funds with a reasonable cost of capital and appropriate financial structure will support the company’s competitiveness. Since the economic crisis, the company’s financial structure has been continuously strengthening resulting in improving in net debt to equity ratio. In 2009 the net debt to equity ratio was 0.51 to 1 times with cash balance of Baht 910 million. With a strong balance sheet and a lower debt level, high level of cash on hands, no foreign currency debts, broader lending sources, these will provide the company more flexibility to grow the business expansion, yet to minimize the financial risks. Risk from Automotive and Petrochemical Customers The company has 186 customers from automotive (137) and petrochemical (49) sectors out of 407 customers, or 46% of total customers. The company will be affected from the slowdown of investment from these sectors both revenue from land sales and other related revenue. The company is aware of such factors and has benefited from these clusters, but it is also expanding our customer base in different sectors such as electronic, energy, steel, construction materials, etc. so that the company will not entirely depend on one or two sectors. The company tracks and analyzes the customer mix and demographic on a regular basis and adjusts our strategy accordingly. Risk from investing in Independent Power Producer (IPP) The company has invested in Independent Power Producer (IPP) project in Gheco-One company limited with Glow Energy. This is in line with our strategy to broaden our revenue by selectively pursuing superior profit opportunities from complementary businesses to increase the predictability and sustainability of the longer-term revenue stream. Risk from changes of rules, regulations, and government policy, delay of construction, financing risk, risk from environmental impact, risk from raw material sourcing, risk from sole customer, foreign exchange risk, and interest rate risk are risks involved the project and the material change in such factors could materially affect the project’s performance as well as the company’s.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

The company is aware of the risk from such factors by having a feasibility study as well as the sensitivity analysis cover all areas and considering together with the attractiveness of the project, including the return which is recurring and predictable throughout the project life after the commercial operation. This project will be developed and managed by Glow Energy (GDF Suez), Thailandâ&#x20AC;&#x2122;s leading private power producer. As of December 2008, Gheco-One has obtained Environmental Impact Assessment (EIA) approval from Office of National Environmental Policy (ONEP), signed Power Purchase Agreement (PPA) with Electricity Generating Authority of Thailand (EGAT), signed Coal Supply Agreements (CSA) with suppliers, secured Project Financing from lenders, and signed the Engineering Procurement Contract (EPC) with contractor. The project is under construction and planned for the commercial operation date (COD) by end of 2011. In addition, Gheco-One signed the foreign exchange rate swap, interest swap, and various contracts on matching currency of lending with costs and revenue streams and interest rate swaps in order to minimize those risks. The construction of GHECO-One as of December 31, 2009 was 61% complete right on schedule. Risk from the Map Ta Phut Effect The Central Administrative Court issued an injunction to suspend the 76 projects in Map Ta Phut temporarily until actions made to compliance with the Constitution of The Kingdom of Thailand 2550 Article 67 (2). Later on the Supreme Administrative Court sustained and revised the injunction, released 11 projects but still suspended the remaining 65 projects. 4-Party Committee was appointed by the Prime Minister with Mr. Anand Panyarachun as the Chairperson to resolve the conflict and to draft the framework, guidelines, as well as the rules and regulations in compliance with Article 67 (2) of the Constitution to be appropriate and fair to all parties. Under the current circumstances, the company expected this process to take some time. Thus, the impact will depend upon when to set, resolve and announce with all parties acceptance. Hemaraj has an expansion phase at Hemaraj Eastern Industrial Estate in the area of 478 rai located in Map Ta Phut area where is in a process in compliance with the new regulations yet to be announced. The company also set up a special team to work closely with related government agencies and private sector to provide necessary information and fully cooperate with them in order to resolve this conflict. In longer term, the companyâ&#x20AC;&#x2122;s strategy is to broaden the revenue base into businesses, which have growing, and predictable revenue stream such as utilities business. In 2009, the company had operating revenue from non-industrial land sales as much as 70% of Total Operating Revenue.

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MANAGEMENT STRUCTURE 3 Board of Directors As of December 31, 2009, Board of Directors consists of 10 members as follows: 1. Mr. Chavalit Sethameteekul Chairman of the Board of Directors/ Nomination and Remuneration Committee 2. Mr. Thongchai Srisomburananonta Director/ Chairman of the Executive Committee/ Nomination and Remuneration Committee 3. Mr. David Richard Nardone Managing Director/ Executive Director 4. Mr. Sudhipan Charumani Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee 5. Mr. Peter John Edmondson Independent Director/ Audit Committee 6. Mrs. Punnee Worawuthichongsathit Independent Director/ Audit Committee/ Corporate Governance Committee 7. Mr. Vivat Jiratikarnsakul Director/ Executive Director 8. Ms. Pattama Horrungruang Director/ Executive Director/ Corporate Governance Committee 9. Mr. Somphong Wanapha Independent Director/ Chairman of the Corporate Governance Committee 10. Mr. Vikit Horrungruang Director With Mr. Sirisak Kijraksa as Company Secretary The Company’s Board of Directors consists of 4 Independent Directors who have qualifications according to such prescribed in regulation of SET and SEC as follows: 1. holding shares not exceeding one per cent of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director; 2. neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended not less than two years prior to the date of application filing with the Office; 3. not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary; 4. not having a business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgement, and neither being nor having been a major shareholder, non-independent director or executive of any person having business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years prior to the date of application filing with the Office. The term “business relationship” includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the applicant or his counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of the applicant or twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning the Connected Transactions mutatis

Annual Report 2009 Hemaraj Land And Development Public Company Limited

mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences; 5. neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years from the date of application filing with the Office; 6. neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor unless the foregoing relationship has ended not less than two years from the date of application filing with the Office; 7. not being a director who has been appointed as a representative of the company’s director, major shareholder or shareholders who are related to the company’s major shareholder; 8. not having any characteristics which make him incapable of expressing independent opinions with regard to the company’s business affairs. Basic Scope of Board of Directors’ Responsibility The Board of Directors’ prime responsibility is to formulate corporate visions, overall policies and major strategies with ability, integrity and care, so as to achieve continuous and long lasting benefits to the company and Shareholders. This responsibility includes effective control and supervision of the Management to assure that Board instructions are put into practice with efficiency and in line with relevant rules of law and supervising authorities’ regulations, with the Company’s own requirements, as well as with good corporate governance principles. In discharging its responsibility, the Board may appoint or assign one or more specific directors or any other persons to act on its behalf, and can revoke such appointments or assignments, as it considers necessary or appropriate. Term of the Board of Directors In every Annual Ordinary Meetings, 1/3 of the board of directors shall be resigned. In case it is undividable, the resigned director must be as close to 1/3 and such resigned director may be re-elected to assume the same position. 3 Executive Committee As of December 31, 2009, Executive Committee consists of 4 members as follows: 1. Mr. Thongchai Srisomburananonta Chairman of the Executive Committee 2. Mr. David Richard Nardone Executive Committee Member 3. Mr. Vivat Jiratikarnsakul Executive Committee Member 4. Ms. Pattama Horrungruang Executive Committee Member The Executive Committee has been assigned by the Board of Directors to help formulate the Company’s operation policy and strategies, to supervise and to ensure that such approved policy and strategies are followed through with responsibilities, integrity and care, and in line with relevant rules of law, the Company’s rules, as well as the Board of Directors and Shareholders approval. Scope of the Executive Committee’s Authority and Responsibility 1. To screen and review business plans, investment plans, together with the relevant budgets, as prepared by the Management, prior to submitting the said data to the Board of Directors for consideration and approval. 2. To monitor, supervise and control the Company’s work progress, in order to ensure that the Company’s operations are in line with what the authorizing or assigning Board would expect. 3. To consider granting permission to commence important activities, as well as to authorize payments in excess of Management authority, in accordance with the Company’s authorization rules and the approved budgets.

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4. To set the Company’s organization chart, authority of the Management, the remuneration policy and salary structure of the Company for Board consideration. 5. To assign one or more specific persons to act on behalf of the Executive Committee, or to revoke such assignments as the Executive Committee may consider appropriate. 6. To perform any other tasks, as assigned by the Board of Directors. The above-stated scope of authority would not apply where a vested interest or a conflict of interest concerning a related-party transaction under SEC regulations is at issue. In such a case, the Executive Committee would need to refer the matter to the Board of Director or to a Shareholders’s Meeting, as the case may be, for consideration and approval, unless appropriate pre-set permission is already in evidence. 3 Audit Committee As of December 31, 2009, Audit Committee consists of 3 members as follows: 1. Mr. Sudhipan Charumani Audit Committee Chairman who has knowledge, and experiences to audit Company’s financial statements 2. Mr. Peter John Edmondson Audit Committee Member 3. Mrs. Punnee Worawuthichongsathit Audit Committee Member who has knowledge, and experiences to audit Company’s financial statements The Audit Committee Charter endows the Audit Committee with the following duties and responsibilities to the Company’s Board of Directors: 1. To review that the Company’s financial reports are correct and sufficient; 2. To review that the Company has appropriate and efficient internal control and internal audit system; to determine an internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; 3. To review that the Company complies with laws relating to securities and securities markets, as well as with SET’s rules and regulations and any other laws relating to the Company’s business; 4. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year; 5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company; 6. To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signed by the audit committee’s chairman and consist of at least the following information; - An opinion on the accuracy, completeness and creditability of the Company’s financial report, - An opinion on the adequacy of the Company’s internal control system, - An opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s business, - An opinion on the suitability of an auditor, - An opinion on the transactions that may lead to conflicts of interests, - The number of the audit committee meeting, and the attendance of such meeting by each committee member, - An opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and - Other transactions which, according to the audit committee’s opinion, should be know to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors; and 7. To report the Audit Committee’s performance to the Company’s Board of Directors at least on a quarterly basis; 8. To perform any other work that the Audit Committee agrees to, as may be assigned by the Company’s Board of Directors. The Audit Committee has 3 years period and may be re-elected to assume the same position.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

3 Corporate Governance Committee As of December 31, 2009, the Corporate Governance Committee consists of 3 members as follows: 1. Mr. Somphong Wanapha Corporate Governance Chairman 2. Mrs. Punnee Worawuthichongsathit Corporate Governance Member 3. Ms. Pattama Horrungruang Corporate Governance Member The Corporate Governance Committee shall consider and propose practical guidelines and advices of Good Corporate Governance according to the SET and SEC’s regulations including other institutions. The Company has set the Corporate Governance Policies including business ethics according to the advices from the Corporate Governance Committee who has considered, edited and proposed to the Board of Directors. The Board of Directors has approved. The Corporate Governance Committee has 3 years period and may be re-elected to assume the same position. 3 Nomination and Remuneration Committee As of December 31, 2009, the Nomination and Remuneration Committee consists of 3 members as follows: 1. Mr. Sudhipan Charumani Nomination and Remuneration Committee Chairman 2. Mr. Chavalit Sethameteekul Nomination and Remuneration Committee Member 3. Mr. Thongchai Anankusri Nomination and Remuneration Committee Member The Nomination and Remuneration Committee handles preliminary selections, as well as to compile relevant data, of suitable candidates for Board’s formal consideration. A short list of suitable Director candidates, together with relevant background information, would be submitted in advance by current directors and/or shareholders for formal consideration in the Board meeting. Such a meeting would first concentrate on the Company’s specific requirements, before proceeding to discuss each candidate in depth on issues of reputation, experience, reliability, known ability and vision, as well as other relevant aspects. Those chosen by the Board would have their names proposed to the forthcoming Shareholders’ Meeting for consideration and approval. The Board of Directors has appointed the Nomination Committee to be the Nomination and Remuneration Committee since May 2009 to determine the compensation of the Board of Directors and Directors in Sub-Committees for the Board of Directors and the Annual General Meeting of Shareholder’s consideration and approval. Such compensation proposal would be based on the general market trend, information obtained from the Stock Exchange of Thailand, individual responsibility levels and work results, as well as on the Company’s actual performance and prevailing financial strength. The Nomination and Remuneration Committee has 3 years period and may be re-elected to assume the same position. 3 Company Management The Company Management consists of

1. Mr. David Richard Nardone 2. Mr. Vivat Jiratikarnsakul 3. Ms. Pattama Horrungruang 4. Mr. Sunthorn Kongsunthornkitkul 5. Mr. Tanin Subboonrueng 6. Mr. Sirisak Kijraksa 7. Ms. Somjai Wachiraha 8. Mr. Niphone Harnpatanapanich 9. Mr. Khamhoung Ratsamany 10. Mr. Paopitaya Smutrakalin 11. Ms. Jinnapat Tongviseskul

President & Chief Executive Officer Executive Vice President Senior Vice President & Chief Financial Officer Vice President - Industrial Estate Operations Director - Industrial Estate Development Director - Accounting and Legal Director - Finance Director - Residential Project Planning Director - Small Power and Water Project Planning Director - Corporate Planning and Investor Relations Director - Residential Customer Development

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12. Ms. Ladda Rojanavilaivudh 13. Ms. Anchalee Parsertchand 14. Ms. Chantana Hinkaew 15. Mr. Preeprem Malasitt 16. Ms. Prattana Kijjanon 17. Mr. Apichat Trongsukson

Director - Industrial Customer Development Director - Industrial Customer Development Director - Corporate Marketing Director - IE Training Center and New Projects Director - Procurement Assistant Director - Information System & Services

The President & CEO has the responsibility in assigning each management member with appropriate duties and authority in order to enable the Company to implement its policy and strategies, together with its business plans, in an efficiently effective manner and in accordance with the targets and budgets as determined or approved by the Board and/or the Executive Committee. 3 Remuneration for Directors and Management 1. Total remuneration for the 10 Directors in 2009 was Baht 15,795,000 (Baht 16,922,037 in 2008), being Board and Committee Meeting Fees and being Compensations, as per following individual details: Name Position Directorsâ&#x20AC;&#x2122; Remuneration (Baht) Meeting Fees Compensations Total 1. Mr. Chavalit Sethameteekul Chairman of Board of Directors/ 220,000 1,500,000 1,720,000 Nomination and Remuneration Committee 2,000,000 2,160,000 2. Mr. Thongchai Srisomburananonta Director / Chairman of Executive 160,000 Committee / Nomination and Remuneration Committee 3. Mr. Sudhipan Charumani Independent Director/Chairman of 330,000 1,000,000 1,330,000 Audit Committee/ Chairman of Nomination and Remuneration Committee 4.Mr. David Richard Nardone Director/Member of Executive 140,000 1,750,000 1,890,000 Committee Independent Director/ Audit 270,000 1,000,000 1,270,000 5. Mr. Peter John Edmondson Committee 300,000 1,000,000 1,300,00 6. Mrs. Punnee Worawuthichongsathit Independent Director/ Audit Committee and CG Committee Director/ Executive Committee 140,000 1,750,000 1,890,000 7. Mr. Vivat Jiratikarnsakul 8. Ms. Pattama Horrungruang Director/ Executive Committee 180,000 1,750,000 1,930,000 and CG Committees Director/ Chairman of 165,000 1,000,000 1,165,000 9 . Mr. Somphong Wanapha CG Committee Director 140,000 1,000,000 1,140,000 10 . Mr. Vikit Horrungruang Total 2,045,000 13,750,000 15,795,000

2. Total remuneration for the Companyâ&#x20AC;&#x2122;s Executives and Management by way of salaries, bonuses, and provident fund contributions for 19 persons in 2009 was Baht 107.97million

Annual Report 2009 Hemaraj Land And Development Public Company Limited

GOOD CORPORATE GOVERNANCE Hemaraj Land and Development Plc., subject to the awareness on the importance of good corporate governance, have thus adopted Good Corporate Governance of the Stock Exchange of Thailand (SET) as practical guidelines and tried to continuously improve those perfect practices to achieve good standards, efficiency and transparency in our business operation and enhance confidence to all shareholders, investors and other related parties based on important contents as follows:- 3 Rights of the Shareholders The company have well realized to safeguard rights and benefits of the shareholders by effectively operating our business to build permanent growth and provide suitable remuneration to the shareholders including to encourage the shareholders to exercise their rights in the Shareholders’ Meeting and shall not infringe nor prejudice the shareholders’ rights whatsoever. All shareholders shall be invited to join in Annual Ordinary Meeting or Extraordinary Meeting (if any) as the company shall serve invitation letter and related agendas for consideration prior to all Meetings. The shareholders, as the investors are entitled to vote according to the number of shares holding and each of them shall exercise all votes to conclude the resolution and maintain their benefits and comment toward important decisions, such as, profit allocation and dividend payment, appointment of auditor, prescription of compensation and election the Board of Directors, amendment of Articles of Association and increasing of capital, etc. All shareholders are entitled to receive correct, open, sufficient and update information. The shareholder can appoint any person as its proxy to join in the meeting as deemed appropriate or may appoint Chairman of Audit Committee who is an independent director according to the instruction of the Securities and Exchange Commission (SEC). In such meeting, the company shall provide the shareholders an equal opportunity to inquire company-related business as deemed reasonable. It is the duties and responsibilities of Board of Directors and related senior Managements to join in each Shareholders’Meeting to jointly clarify related details of the agendas and answer all inquiries of the shareholders. In case of it is necessary and unable to join in the meeting, notice must be given to the Chairman of the Board or Office of the Secretary of the company in advance. 3 Equitable treatment of shareholders The company have emphasized and overseen to maintain equitable treatment of shareholders. To ensure a clear and transparent process while enabling the Company to tangibly observe corporate governance, allowing minor shareholders to propose in advance the agenda items for the AGM and nominate directors, criteria were established for proposals made by minor shareholders to identify items that are truly beneficial to the Company and choose qualified individuals as directors who efficiently perform their roles for the best interest of the Company and stakeholders and also through the Company’s web site. All shareholders shall be invited to join in all Ordinary or Extraordinary Meetings. The company shall serve the shareholders invitation letter and related agendas for consideration in advance especially before the Ordinary Shareholders’ Meeting which shall be held once a year within April. The company shall not add any important agenda without advance notice to the shareholders to enable the shareholders to study supporting information before making any decision. Any shareholder unable to personally join in the meeting, the company shall deliver Power of Attorney according to the form prescribed by Ministry of Commerce to such shareholder along with invitation letter to enable such shareholder to assign its proxy to join in the meeting on its behalf. In this regard, the company shall propose name and information of at least one independent director of the company as additional option of the shareholder.

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The shareholder is entitled to vote according to the number of share holding and each of them must exercise all votes to conclude resolution and maintain benefit of the investor for transparency and traceability. For voting in important agenda, the company shall give voting cards equal to the number of agendas to the shareholders upon registration. After the question is satisfactorily answered, the shareholder shall vote on the card of such agenda, the cards shall be gathered and counted by the independent person for transparency. The company have correctly, adequately and clearly recorded Minutes of Meeting for material content and after submitting to SET and SEC sent to the shareholder after 14 days of the Meeting and further publicized such minutes on company’s website. The company have prescribed written guidelines to maintain and safeguard internal information related to the good corporate governance for fairness to the shareholders and to prevent the directors, employees and related persons, such as, spouse, under legal age child and nominee from using internal information which is an important content on changing of share price and still undisclosed to the public to sell and purchase share. In this regard, pursuant to the Securities and Exchange Act, B.E. 2535, the directors and Managements must report the possession of company’s securities upon first admission and further report all securities transaction to SEC within 3 working days and the company shall compile such report as agendas to regularly inform the Board of Directors’ Meeting. 3 Roles of the Stakeholders The company have realized to the rights of all groups of stakeholders, i.e. from shareholder, employee, customer, debtor, supplier and competitor, environment and society and government agencies to receive appropriate care of rights and free from any infringement according to related laws or agreements by prescribing rules on treatment of stakeholders in each group as follows:- Shareholders Disclosure of important information both related to financial and non-financial to the shareholder correctly, adequately, equally and in time via several channels, such as, company’s website, newspaper advertising or written letter, etc. Employees Provide equitable and appropriate compensation to the employee and provide them to know policy and their entitled welfare by producing employee manual to prescribe working rules and regulations, group health insurance manual, group life insurance, life provident fund, etc. , emphasize on development of knowledge, ability and skill of employee by promotion them to attend the training, seminar both within and outside the company to enhance their skill, expertise and ability to efficiently perform their duties. Customers Concern on the customer’s satisfaction and strictly comply with contract or agreed conditions and attentively solve all problems claimed or suggested by the customers. Creditor, Supplier and Competitor Comply with good competition rules, such as, comply with terms and conditions of the contract, do not take any trading advantage nor exploit benefit by giving false or untrue information nor use dishonest method to destroy the competitor. Environment and Society The company have environmental policy to develop industrial estate which is the company’s major business simultaneously with environmental conservation according to the environmental management standard ISO 14001. In social respect, the company have policy to promote participation with other social organizations, communities and neighboring establishments in education, safety, fire prevention and others, such as, to establish scholarship project to the community schools, company visitation program and establishment of security center and fire prevention for group of companies.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

Government agencies Comply with related laws, rules, regulations and official stipulations including also good cooperation with government agencies. The company emphasized to strictly comply with environmental laws and standards by prescribing all managements and employees to strictly observe and perform their duties according to the rules, regulations, laws, policies, requirements and standards related to the quality, safety, occupational health and environment. In addition, the company also publicized to build knowledge and understanding on procedures and precautions for correct practice, free from danger to the health, property and environment . Moreover, the company also developed, reviewed and corrected thereof, strongly and continuously shared the responsibility to the safety, occupational health and environment of the society, using natural resources for optimal benefit with awareness to the important of environment and safety of related stakeholders including to promote social activities to conserve environment and develop living quality permanently. Moreover, the Company provides channel to report any misconduct directly to the board of directors through the Company’s website or any issue can be sent directly as follows: 1. Direct submission to the Company Secretary’s office 1.1 Telephone number 0-2719-9555 1.2 Facsimile number 0-2719-95646-47 1.3 E-mail : secretarycompany@hemaraj.com 2. Direct E-mail the Chairman of the Audit Committee E-mail : auditcommittee@hemaraj.com 3 Disclosure of Information and Transparency The company have disclosed financial information and other information related to business and operating result in correct, sufficient, regular, update and credible manner via the Stock Exchange in the Annual Information Form (Form 56-1) and Annual Report (56-2) and on www.hemaraj.com and invest@hemaraj.com both in update Thai and English version to enable the investor to clearly know and/or study about the company. In addition, the senior management also held seminar between senior management and investment facilitator, analyst and economic reporter both domestic and abroad regularly and invite all interesting parties from several important sectors to visit industrial estate of the company. In addition, the company also established “Investor Relation” unit to directly publicize information beneficial to the investors, shareholders, related parties, general publics, financial institute and securities analysts. Important information of the company is consisted of financial and non-financial information, particularly, the financial statements of the company has been reviewed/audited from the auditor that it is correct in according to the general certified accounting principles and duly approved from the Audit Committee/Board of Directors before disclosing to the shareholders. The Board of Directors have disclosed their responsibilities toward such financial report in the annual report. For the disclosure of non-financial information, the company have disclosed interrelated items, discussion of management and risk management including good corporate governance report in annual report and Form 56-1 and company’s website. The company have disclosed details of roles and responsibilities of Board of Director, sub-committee, frequency of the Meeting and frequency of participation of each director, comment of the Board on business operation and also disclosed compensation payment policy for directors and senior managements in the annual disclosure form (form 56-1) and annual report of the company.

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3 Responsibilities of the Board of Directors Structure of the Board of Directors The Board of Directors can be divided into groups characterized by qualification prescribe in regulation of SET and SEC as follows: - Directors who are Management groups. - Directors who are not Managment. - Directors who are independent. At least 1/3 , but not less than 3 members, of the Board of Directors must be independent directors. Presently, the Company has 10 directors, consisted of the directors who are not Management 6 persons of which 4 persons are independent directors. The Board of Directors shall assume their positions for 3 years whereby 1/3 directors shall be resigned in every Annual Ordinary Meetings. In case it is undividable, the resigned director must be as close to 1/3 and such resigned director may be re-elect to assume the same position. The Company have prescribed qualification of independent director who have well knowledge in Finance, Economic, Accounting, public administration and other field of businesses suitable as standard factors to safeguard benefit of the shareholders and others. Additionally, to have qualification according to such prescribed in regulation of SET and SEC. The Company have policy to allow the director to assume as director in other companies as deemed appropriate. In case of being the director in the same business, information about position of each director must be disclosed to the shareholders. The Company do not allow Chief Executive Officer or senior management to assume the same position in other companies at too high degree until resulting inefficient performance. In case of being the chief executive officer or senior management in other companies in the same business, information about position of each director must be disclosed to the shareholders. The Company have clearly separated Chairman of the Board, the Chief Executive Officer and their duties. The Company has appointed a Company Secretary to provide advices on legal aspect, rules and regulations of SEC, SET and other laws which should be known and coordinate to comply with resolution of the Board and oversee activities of the Board. Roles and Responsibilities of the Board of Directors The roles and responsibilities of the Board of Directors are as prescribed by the relevant laws, rules and regulations while the roles and responsibilities of the committees are also clearly defined. This allows the Board and the committees to review and provide appropriate advice within the scope of its roles and responsibilities. The roles and responsibilities of the Company’s Board of Directors are as follows: - The Company’s directors must be knowledgeable, capable and experienced. They must also have an interest in the business of the company in which they are directors, as well as having honesty and integrity in conducting such businesses. - The Directors must perform their duties with honesty and care according to the relevant laws, The SET’s and SEC’s roles and regulation as well as with good corporate governance principles. They must also protect the rights of the Company, in addition to being accountable to the Company’s shareholders. - The Board of Directors’ prime responsibility is to formulate corporate vision, overall policies and major strategies with ability, integrity and care, so as to achieve continuous and long lasting benefits for the Shareholders. This responsibility includes effective control and supervision of the Management to assure that Board instructions are put into practice with efficiency and in line with relevant rules of law and supervising authorities’ regulations, with the Company’s own requirements, as well as with good corporate governance principles. The Board of Directors may appoint or designate any committees or others to perform their roles on behalf of the Board of Directors as well as cancel or change or overrule the roles under their consideration. - The Board of Directors must manage to have effective internal control system and internal audit system.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

Sub-committee The Board of Directors can set committees to assist in the study and screening of some specific tasks on behalf of the board. The qualifications and scope of work of each sub-committee will be defined. The company have therefore appointed sub-committees as follows: - - The Executive Committee, presently consisted of 4 directors, has been assigned by the Board of Directors to help formulate the Company’s operation policy and strategies, and to supervise and ensure that such approved policy and strategies are followed through by the Management with efficiency and safety, so that the Company successfully attains its desired goals. - Audit Committee, having duties and responsibilities to the Board of Directors, as follows:- 1. To review that the Company’s financial reports are correct and sufficient; 2. To review that the Company has appropriate and efficient internal control and internal audit systems; 3. To review that the Company complies with laws relating to securities and securities markets, as well as with SET’s rules and regulations and any other laws relating to the Company’s business; 4. To consider, select and propose the appointment of the Company’s statutory auditor and to propose his professional fees; 5. To consider whether the Company discloses correct and adequate information with regards to third party transactions or any transactions with a conflict-of-interest tendency; 6. To include in the Company’s annual report the Audit Committee’s own review result, expressing opinion on the Company’s internal control system, as well as on the preparatory procedure and data disclosure of the financial statements. This review report shall be signed by the audit committee chairman; 7. To report the Audit Committee’s performance to the Company’s Board of Directors at least on a quarterly basis; 8. To participate in the appointment, removal, work assessment and remuneration granting of the internal auditor; and 9. To perform any other work that the Audit Committee agrees to, as may be assigned by the Company’s Board of Directors. - The Nomination and Remuneration Committee, consisted of 3 directors, having duties and responsibilities as follows: - As Nomination role, to assist in identifying qualified individuals to be nominated as a Director and Chief Executive Officer based on appropriate criterion for approval by the Company’s Board of Directors and/or the General Meeting of Shareholders, as the case may be. As Remuneration role, to study, evaluate and propose the remuneration of Board of Directors and to propose to be approved by the Annual General Shareholders Meeting. - The Corporate Governance Committee, consisted of 3 directors, to consider and propose practical guidelines and advices of good corporate governance according to the SET and SEC’s regulations to Board of Directors. Corporate Governance Policy: The Board of Directors have launched the Good Corporate Governance Policy, complied with and regularly reviewed such policy once a year. Code of Business Conduct: The Company has established Code of Business Conduct as manual for Board of Directors, executive officer and employee to understand and comply with such code thoroughly. Conflict of Interest: The Company’s Board of Directors and Management have been acknowledged and realized the importance of legal and ethical conflict of interest and related transactions guidelines. The company has disclosed, in accordance with the regulations of Stock Exchange of Thailand, such information, detail and reason/necessity, if any in the company’s Annual Report and the 56-1 Form. The Company further uses the Audit Committee, internal auditors, external auditors, and external lawyers to review compliance.

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Additionally, in case of any normal businesses or supporting normal business transactions in the future, therefore, the Board of Directors have approved in principle that the management could approve those above transactions, which must be a transaction with the same commercial terms as those an the company would agree with any unrelated counterparty under the similar circumstances, on the basis of commercial negotiation and without any dependent interest resulted from the status of the director, executive or related person according to the Securities and Exchange Act (No.4) B.E. 2551. Internal controlling system and internal audit, The Company is aware of the inportance of internal control system and establishes the Companyâ&#x20AC;&#x2122;s internal control system to be applied adequately and appropriately for operations in order to protect any potential damages to the Company. The audit committee is responsible to review that the Company has appropriate and efficient internal control and internal audit systems. Through its basic quarterly discussions with the outsourced professional internal Auditor, the experienced External Auditor, and appropriate Management representatives, the Audit Committee, whose members are also well acquainted with accounting and financial issues, is confident that the Company, together with its subsidiaries, are equipped with a dependable system of internal control, of which the outsourced internal audit function constitutes an important integral part. Such review has been reported for Board acknowledgement subsequent to each quarterly meeting of the Audit Committee. Risk Management The Board of directors gives high priority to the risk management by assign the Company to consistently evaluate company risk factors and analyze the impacts on those risks and implement the measures to counter those risks and regularly report to the Board of directors. Usage of internal information: The company have measures to respond SETâ&#x20AC;&#x2122;s policy to prevent unauthorized use of internal material information of the company by its personnel (or related party) or leakage to specific individual or group of the outsiders before generally publicized by the company. In this regard, the Company has announced to all personnel especially at Management level about ethics, reputation and image of the company including rules and methods of SET and SEC regarding such matter and duties to disclose and report about share holding or changing thereof. The Board of Directorsâ&#x20AC;&#x2122; Meeting The Board shall prescribe Meeting date in advance which shall be held at least 4 times a year to certify quarterly financial statement of the company. In this regard, the Audit Committee shall review the accuracy and completeness of information disclosed in financial statements and further report to the Board of Directors on quarterly basis. In addition to those above mentioned Meetings, the company also holds the meetings to consider business operations as deemed necessary including in urgent matters if necessary. In each meeting, the Chairman of the Board and Chief Executive Officer shall jointly consider several matters to be included in the agendas. For other matters, each director can propose the matter as he deemed important and necessary to the meeting. The company shall serve invitation letter, agendas and supporting details to the Board for consideration in advance before each meeting. For matter of nondisclosure agendas shall be discussed in the Meeting. The Chairman of Board of Directors shall allocate times for the Management to propose its concerned matter and the directors shall sufficiently, carefully and thoroughly debate all problems and allow the Board to carefully discreet all issues included in the Meeting. The Board shall invite senior executives to join in the Meeting to provide information, details and additional information related to those problems to enable the Meeting to know all adequate information. The company allows non-management independent directors to hold the meeting to jointly discuss all possible issues without participation of the Management.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

During the period from January to December 2009, the Company held 7 Board of Directors’ Meetings of both regular and emergency natures which most Board of Directors attended the Meetings except on urgent business or on the oversea business trips. Name of Director Board Audit Committee Nomination and of Directors Remuneration Committee 4/4 - 1/1 Mr. Chavalit Sethameteekul

Mr. Thongchai Srisomburananonta Mr. David Richard Nardone Mr. Sudhipan Charumani Mr. Peter John Edmondson Mrs. Punnee Worawuthichongsathit Mr. Vivat Jiratikarnsakul Ms. Pattama Horrungruang Mr. Somphong Wanapha Mr. Vikit Horrungruang

4/4 4/4 4/4 4/4 4/4 4/4 4/4 3/4 4/4

- - 4/4 4/4 4/4 - - - -

1/1 - 1/1 - - - - - -

Good Corporate Governance Committee

- - - - - 2/2 - 2/2 2/2 -

Self-assessment of Board of Directors The Board of Directors shall regularly conduct self-assessment according to the form of the company to jointly consider their performances and problems to find out appropriate improvement. Remuneration of Directors and Management Remuneration of the Board of Directors including subcommittees have been evaluated and considered by the Nomination and Remuneration Committee to propose to be considered by the Board of Directors and then proposed for an approval in the Annual General Shareholder’s Meeting. Such compensation proposals are based on market trend including data from SET, individual responsibility level and Board performance, as well as the Company’s actual performance and prevailing financial strength. For the top executive level and CEO, compensations are determined by the Executive Committee, taking into account such factors as the basic inhouse rates, the prevailing employment environments, work performance or contribution to the Company, the degree of dedication shown and the Company’s own specific needs. These consideration factors are deemed to provide a suitable package for the recruitment and retention of quality personnel for the Company’s benefits. Directors and Managements Development The Board of Directors has policy to promote training and education to the directors, audit committee, management, secretary and employee of the company about corporate governance, business ethics and compliance with quality management system standard ISO 9001:2000 to continuously improve their performances. The company shall, especially, promote the directors and secretary to attend several training courses of Institute of Directors. The company will provide director manual that included all important information about nature and business operation of the company for new director to study and as guidelines for proper implementation.

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REPORT ON RESPONSIBILITIES OF THE BOARD OF DIRECTORS TOWARDS THE FINANCIAL REPORT OF THE YEAR The Board of Directors of Hemaraj Land and Development Public Company Limited realizes its role and responsibility as the Directors of a listed company in supervising the Company to have the Financial Reports of year 2009 to present sufficient in materiality, relevant and transparent financial and accounting information. Appropriate accounting policies have been put in place and adhered to on a consistent basis according to the generally accepted accounting principle while due consideration has been placed on the process of preparing the Company’s and the Consolidated fiscal year 2009 financial statements including other information that have been included in the annual report of this year. The Audit Committee, who is appointed by the Company’s Board of Directors, comprising of independent directors fully qualified in accordance with the requirement of the Stock Exchange of Thailand have reviewed and ensure accuracy and sufficiency of the financial report including accurate and complete disclosure of connected transactions or transactions with possible conflict of interests. Also, to have sufficient and effective internal control and internal audit system, risk management and appropriate corporate governance and to be compliance with the requirement of the Stock Exchange of Thailand and relevant rules and regulations. The Company’s Board of Directors is of the opinion that the financial statements and financial reports for the year 2009 of the Company and the Subsidiaries, which have been reviewed by the Audit Committee in conjunction with the management, and audited by the Company’s auditors, reflect accurate financial position, operational results and cash flow status as appropriate in material aspect in accordance with consistent appropriate accounting policies and with generally accepted accounting standards, according to relevant rules and regulations.

(MR.DAVID RICHARD NARDONE) President & CEO

(MR.CHAVALIT SETHAMETEEKUL) Chairman of the Board of Directors

Annual Report 2009 Hemaraj Land And Development Public Company Limited

AUDIT COMMITTEE REPORT FOR 2009 The Audit Committee of Hemaraj Land And Development Public Company Limited has the following independent non-executive directors as its members: 1) Mr. Sudhipan Charumani Audit Committee Chairman 2) Mr.Peter J. Edmondson Audit Committee Member 3) Mrs. Punnee Worawuthichongsathit Audit Committee Member The Audit Committee members are qualified in accordance with the rules and regulations for Audit Committees, as issued by the Securities and Exchange Commission and the Stock Exchange of Thailand. The Audit Committee has fulfilled its responsibilities according to the scope and duties assigned by the Board of Directors in compliance with its Charter and official regulations. Four formal Audit Committee meetings were held in respect of its 2009 financial year duties. By invitation, such meetings were also attended by the internal and external auditors, as well as by members of the company management, inclusive of the Chief Financial Officer, with occasional participations by the President & CEO upon requests. Moreover, the Audit Committee also arranged time to meet with the internal and external auditors without executives of the Company being present. The activities of the Audit Committee covered the following areas: 1) Review of the interim and annual financial statements of 2009 to verify that the statements were accurate and complete, and that relevant supporting financial information was disclosed. The review was conducted with input from the management and the external auditors. The Audit Committee and external auditors agreed that the financial statements were correct and had been prepared in accordance with generally accepted accounting principles. 2) Review of the internal control system in order to verify that the system was appropriate and effective in meeting its objectives. The review was conducted with input from the internal auditors, coupled with discussions with the external auditors, which did not reveal any significant weaknesses or deficiencies. The Audit Committee and both the internal and external auditors are of the view that the prevailing internal control system meets the requirements of the SET and SEC, and are adequate to safeguard assets and provide sufficient disclosure of information. 3) Review of the internal audit function to ensure its effectiveness and independence. The internal audit function is conducted by a reputable outsourced audit firm. Work is performed in accordance with a program jointly studied and approved on a continuing basis by the Audit Committee, together with the management . The internal auditors report their findings to both the Audit Committee and the management on a quarterly basis, and the Audit Committee believes that the internal audit function of the Company is appropriate, effective and independent. 4) Review of compliance with the Securities and Exchange Acts, other relevant laws and SEC-SET regulations, as well as the Companyâ&#x20AC;&#x2122;s own rules and obligations to external parties. This review, which was performed by the Audit Committee members, with contracted assistance from the internal auditors, did not find any significant instances of non-compliance.

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5) Review of, and giving opinion on, connected transactions and transactions potentially giving rise to conflicts of interest, together with the aspect of information disclosure on such transactions in compliance with the regulations of the SET and SEC. The Audit Committee and both the internal and external auditors were of the opinion that such transactions had fully and appropriately been disclosed in the financial statements and notes thereto, and were reasonable, of a normal business nature, as well as being beneficial to the Company. 6) Considering the appointment of external auditors and their remuneration for the year 2010, and recommending such to the Board of Directors for submission to the Shareholders’ Annual General Meeting. Having considered past performance, independence and remuneration issues, the Audit Committee was satisfied with audit personnel of the present external audit firm, A.M.T. & Associates, on all counts. The Audit Committee thus recommended that the 2009-external-auditor Mrs. Natsarak Sarochanunjeen (Certified Public Accountant registration number 4563), or Professor Kesree Narongdej (Certified Public Accountant registration number 76) or Mr.Sumit Khuapiboon (Certified Public Accountant registration number 4885), all of A.M.T. & Associates, be appointed the Company’s external auditor for the financial year ending 31st December 2010 at the same remuneration of Bath 1,130,000 as in 2009. The Audit Committee also agreed to recommend the appointment of Mrs. Natsarak Sarochanunjeen or Professor Kesree Narongdej or Mr.Sumit Khuapiboon or Mr.Chaiyuth Angsuwithaya (Certified Public Accountant registration number 3885) or Mr. Somchai Kanjanawongpaisarn (Certified Public Accountant registration number 3428), each of A.M.T. & Associates, to serve as the external auditor of the Company’s subsidiaries for the 2010 financial year at the same remuneration of Baht 2,700,000 as in 2009. The present and proposed external auditors have no family, financial interest, employment, investment or business relationship with the Company or any of its subsidiaries, other than in the normal course of audit business. In summary, the Audit Committee, in the course of discharging its Chartered responsibilities as assigned by the Board of Directors, found that the Company had presented its financial and operational information in a true and fair manner, had appropriate and effective internal controls and audit and risk management, had complied with laws, regulations and obligations, and had disclosed connected transactions correctly. Moreover, the Company continued to emphasize good corporate governance principles, and received a top-classification score in the National CG Committee’s 2009-reports in respect of its AGM conducting and its comparative CG standing amongst Thai listed companies.

SUDHIPAN CHARUMANI Chairman of the Audit Committee 11th March 2010

Annual Report 2009 Hemaraj Land And Development Public Company Limited

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS’ REPORT To the Shareholders of Hemaraj Land and Development Public Company Limited

I have audited the consolidated balance sheets of Hemaraj Land and Development Public Company Limited and its subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of changes in shareholders’ equity, income and cash flows for the years then ended. I have also audited the financial statements for the same periods of Hemaraj Land and Development Public Company Limited. These financial statements are the responsibility of the Company’s management as to their correctness and completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hemaraj Land and Development Public Company Limited and its subsidiaries and of Hemaraj Land and Development Public Company Limited as of December 31, 2009 and 2008, the results of their operations, and cash flows for the years then ended in conformity with generally accepted accounting principles.

(NATSARAK SAROCHANUNJEEN) C.P.A (THAILAND) Registration No. 4563

A.M.T. & ASSOCIATES Bangkok, Thailand February 26, 2010

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BALANCE SHEETS HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AS AT DECEMBER 31, 2009 AND 2008

ASSETS NOTE

CONSOLIDATED FINANCIAL STATEMENTS 2009 2008

BAHT

SEPARATE FINANCIAL STATEMENTS 2009 2008

CURRENT ASSETS Cash and cash equivalents 6 909,430,084.97 931,687,150.06 525,127,783.23 415,108,255.26 Temporary investments marketable securities, net 600,342.36 373,145.70 600,342.36 373,145.70 Trade account receivables Related parties, net 7 2,286,088.44 3,439,229.67 29,175,393.14 104,359,620.24 Other parties, net 7 132,980,476.01 133,273,867.96 9,268,004.19 5,389,105.90 Unbilled completed work 7 215,482,928.21 1,096,127,916.22 63,380,832.09 878,770,811.03 Short - term loans and advance to related parties 5 5,627,942.47 - 724,452,492.75 230,223,803.73 Inventory 11,520,000.00 11,760,000.00 11,520,000.00 11,760,000.00 Cost of real estate developments, net 9, 29 and 30 6,371,980,818.17 5,930,412,764.03 1,884,398,188.52 1,723,431,903.75 Other current assets Revenue department receivable 2,171,777.95 34,082,554.44 - Interest receivables 4,340,592.42 6,750,603.29 4,340,592.42 6,750,603.29 Others 28,019,473.20 23,659,214.16 8,067,948.54 9,278,518.24 Total Current Assets 7,684,440,524.20 8,171,566,445.53 3,260,331,577.24 3,385,445,767.14 NON - CURRENT ASSETS Deposit at financial institution with commitment 6 and 29 2,059,901,000.00 2,059,901,000.00 2,059,901,000.00 2,059,901,000.00 Investments in subsidiaries 5, 10 and 29 - - 2,931,595,206.50 3,172,095,185.50 Investments in associates 2.2, 5, 10, 29 and 30 763,408,020.52 424,844,687.27 640,369,244.04 373,149,970.00 Other long - term investments Related parties, net 11 1,500,000.00 1,500,000.00 - Other parties, net 11, 29 and 30 142,783,002.50 142,783,002.50 142,500,002.50 142,500,002.50 Assets for rent, net 12 and 29 2,077,394,869.55 2,041,393,509.47 91,324,397.16 94,913,361.33 Property, plant and equipment, net 13 and 29 440,117,205.76 383,552,587.67 94,123,951.27 108,402,629.04 Other non - current assets Leasehold land and land held for commercial purposes, net 14 and 29 314,936,500.00 314,936,500.00 314,936,500.00 314,936,500.00 Sinking fund, net 15 and 30 82,359,744.69 80,657,572.33 21,214,259.95 22,744,797.82 Advance payment for right 30 106,937,302.50 78,422,355.20 106,937,302.50 78,422,355.20 Others, net 6,891,466.15 12,777,715.89 2,935,055.66 3,079,107.04 Total Non - Current Assets 5,996,229,111.67 5,540,768,930.33 6,405,836,919.58 6,370,144,908.43 TOTAL ASSETS 13,680,669,635.87 13,712,335,375.86 9,666,168,496.82 9,755,590,675.57

The accompanying notes to financial statements are an integral part of these statements.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

BALANCE SHEETS (CONTINUED) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AS AT DECEMBER 31, 2009 AND 2008

LIABILITIES AND NOTE SHAREHOLDERâ&#x20AC;&#x2122;S EQUITY

CONSOLIDATED FINANCIAL STATEMENTS 2009

2008

BAHT

SEPARATE FINANCIAL STATEMENTS 2009

2008

CURRENT LIABILITIES Short-term loans from financial institutions 16 450,000,000.00 1,135,000,000.00 450,000,000.00 1,135,000,000.00 Trade account payables Related parties 2,921,314.93 3,214,198.02 6,991,431.36 1,601,336.32 Other parties 216,492,490.17 324,094,734.68 9,479,728.02 38,636,444.15 Current portion of long - term loans 19 and 29 719,483,965.00 308,840,336.05 389,805,500.00 50,000,000.00 Current portion of long term loans by scheduled transfer 19 and 29 311,641,440.00 127,248,706.25 244,885,250.00 Short - term loans and advance from related parties 5 267,394,103.76 40,000,000.00 237,394,103.76 793,553,232.03 Short - term loans from other parties and other person 17 and 29 450,000,000.00 30,000,000.00 420,000,000.00 Other current liabilities Unearned income and income received in advance 8 599,683,192.77 1,026,433,466.02 20,178,712.02 41,340,342.66 Accrued interest expenses 5,204,181.87 19,485,905.16 4,895,318.17 19,158,767.08 Accrued expenses 29,329,504.66 70,478,254.94 18,032,693.99 53,493,707.42 Other account payables 6,815,234.01 8,020,309.51 1,155,885.37 135,554.95 Accrued income tax 26 62,921,742.41 284,559,588.47 44,636,676.76 248,172,689.92 Withholding tax payable 12,562,607.03 50,994,493.31 6,872,793.47 43,489,403.03 Dividend payable 21 6,425,129.06 7,918,739.08 6,424,825.22 7,918,718.79 Others 35,337,786.71 47,807,345.08 10,814,358.09 21,685,906.75 Total Current Liabilities 3,176,212,692.38 3,484,096,076.57 1,871,567,276.23 2,454,186,103.10 NON - CURRENT LIABILITIES Long - term loans and advance from related party 5 and 18 - - 1,058,559,125.42 1,113,099,456.01 Other long - term loans, net 19 and 29 1,859,139,214.38 1,852,938,254.68 1,135,114,750.00 900,000,000.00 Other non - current liabilities Retention payables 78,731,424.74 121,957,853.99 27,869,881.94 70,016,521.44 Guarantee received 96,831,540.63 99,902,309.54 5,169,050.00 5,693,737.90 Deferred leasehold right income Related party, net 5 - - 58,363,791.84 60,847,791.80 Other parties, net 5,814,568.18 7,187,076.27 - Others 5,353,007.81 8,646,273.78 2,705,526.11 4,840,404.21 Total Non - Current Liabilities 2,045,869,755.74 2,090,631,768.26 2,287,782,125.31 2,154,497,911.36 Total Liabilities 5,222,082,448.12 5,574,727,844.83 4,159,349,401.54 4,608,684,014.46 The accompanying notes to financial statements are an integral part of these statements.

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BALANCE SHEETS (CONTINUED) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AS AT DECEMBER 31, 2009 AND 2008

NOTE

CONSOLIDATED FINANCIAL STATEMENTS 2009 2008

BAHT

SEPARATE FINANCIAL STATEMENTS 2009 2008

SHAREHOLDERS’ EQUITY Share capital - Baht 0.40 par value Authorized share capital Common stocks 15,000,000,000 shares 6,000,000,000.00 6,000,000,000.00 6,000,000,000.00 6,000,000,000.00 Issued and paid-up share capital Common stocks 9,705,186,191 shares for the year 2009 3,882,074,476.40 3,752,736,411.60 3,882,074,476.40 3,752,736,411.60 and 9,381,841,029 shares for the year 2008 Warrants 20 - 927,637.64 - 927,637.64 Premium (discount) on common stocks, net 438,704,620.10 475,608,366.36 438,704,620.10 475,608,366.36 Unrealized gain (loss) from changes in carrying amount of available-for-sale securities 321,755.02 94,558.36 321,755.02 94,558.36 Translation of financial statements differences (30,268,955.06) (28,991,779.31) - Retained earnings Appropriated - legal reserve 21 535,664,645.14 467,851,405.48 378,570,532.18 348,743,645.21 Unappropriated 3,265,337,687.05 3,086,271,483.08 807,147,711.58 568,796,041.94 Total Equity of Parent Company’s Shareholders 8,091,834,228.65 7,754,498,083.21 5,506,819,095.28 5,146,906,661.11 Minority interest 366,752,959.10 383,109,447.82 - Total Shareholders’ Equity 8,458,587,187.75 8,137,607,531.03 5,506,819,095.28 5,146,906,661.11 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 13,680,669,635.87 13,712,335,375.86 9,666,168,496.82 9,755,590,675.57

The accompanying notes to financial statements are an integral part of these statements.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

STATEMENTS OF INCOME HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

NOTE

CONSOLIDATED FINANCIAL STATEMENTS 2009 2008

BAHT

SEPARATE FINANCIAL STATEMENTS 2009 2008

REVENUES Sales of land 688,618,386.66 2,847,735,037.85 1,199,909.36 9,779,258.16 Sales of pre-fabricated factory 42,776,200.00 235,544,864.33 - Sales of condominium (57,472,769.71) 146,294,588.36 (57,472,769.71) 146,294,588.36 Services income 5 1,375,831,672.83 1,262,353,860.48 156,260,762.96 131,966,051.13 Other income Adjustment of accrual for transfer fee and specific business tax 1.3 - 248,230,298.22 - 166,726,760.20 Income from increase of salable area 22 - 76,667,807.84 - 76,667,807.84 Interest income 5 73,798,505.45 46,558,419.42 83,133,604.49 53,441,456.93 Management income 5 33,184,365.20 24,491,748.25 66,754,228.20 56,451,665.04 Commission income 5 - - 246,365.40 82,313,577.59 Dividend income 10 35,966,583.35 46,151,176.28 695,536,334.94 1,019,860,459.99 Gain from sales of investments in subsidiary 5 and 10 - - - 1,124,998.95 Gain on exchange rate 30,122.33 - 33,984,147.92 Others 29,968,823.69 48,485,658.63 13,134,084.21 10,315,897.03 Total Revenues 2,222,701,889.80 4,982,513,459.66 992,776,667.77 1,754,942,521.22 EXPENSES Cost of land sales 385,271,928.68 1,611,439,703.38 335,239.42 5,829,511.85 Cost of pre-fabricated factory sales 35,654,970.94 158,112,098.31 - Cost of condominium sales (20,538,302.18) 251,726,411.10 (14,418,302.18) 252,037,103.51 Cost of services 5 789,102,263.82 645,157,478.29 125,621,493.82 95,236,445.75 Selling expenses 59,537,781.15 106,866,490.95 32,975,439.02 44,649,438.97 General and administrative expenses 334,114,552.48 393,800,598.51 193,565,634.31 250,267,694.13 Director remuneration 23 24,335,000.00 29,312,037.00 15,795,000.00 16,922,037.00 Other expenses Share option cancellation expenses - 40,000,000.00 - 40,000,000.00 Written-off deposit for land purchase 30 - 32,829,875.00 - 32,829,875.00 Loss from sales of investments 5 and 11 - 31,840,000.00 - 16,840,000.00 Provision for loss on diminution in value of leasehold land and land held for commercial purposes 14 - 11,200,000.00 - 11,200,000.00 Loss on exchange rate - 59,095.25 - 27,272,674.01 Total Expenses 1,607,478,194.89 3,312,343,787.79 353,874,504.39 793,084,780.22

The accompanying notes to financial statements are an integral part of these statements.

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STATEMENTS OF INCOME (CONTINUED) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

NOTE

CONSOLIDATED FINANCIAL STATEMENTS 2009 2008

BAHT

SEPARATE FINANCIAL STATEMENTS 2009 2008

PROFIT BEFORE SHARE OF PROFITS FROM INVESTMENTS IN ASSOCIATES 615,223,694.91 1,670,169,671.87 638,902,163.38 961,857,741.00 SHARE OF PROFITS FROM INVESTMENTS IN ASSOCIATES 2.2 and 10 80,619,045.21 28,587,363.69 - PROFIT BEFORE FINANCE COSTS AND INCOME TAX EXPENSES 695,842,740.12 1,698,757,035.56 638,902,163.38 961,857,741.00 FINANCE COSTS 5 (143,753,206.61) (136,958,468.93) (144,660,125.59) (138,417,762.25) PROFIT BEFORE INCOME TAX EXPENSES 552,089,533.51 1,561,798,566.63 494,242,037.79 823,439,978.75 INCOME TAX EXPENSES 26 46,793,493.91 (98,139,254.60) 102,295,701.62 NET PROFIT 598,883,027.42 1,463,659,312.03 596,537,739.41 823,439,978.75 Profit attributable to: Equity holders of the parent 575,238,626.43 1,342,023,623.30 596,537,739.41 823,439,978.75 Minority interests 23,644,400.99 121,635,688.73 - 598,883,027.42 1,463,659,312.03 596,537,739.41 823,439,978.75 BASIC EARNINGS PER SHARE 27 Net profit attributable to equity holders of the parent 0.06 0.14 0.06 0.09 Weighted average number of ordinary shares (shares) 9,482,856,164 9,373,466,783 9,482,856,164 9,373,466,783 DILUTED EARNINGS PER SHARE 27 Net profit attributable to equity holders of the parent 0.06 0.14 0.06 0.09 Weighted average number of ordinary shares (shares) 9,482,856,164 9,615,635,613 9,482,856,164 9,615,635,613

The accompanying notes to financial statements are an integral part of these statements.

SEPARATE FINANCIAL STATEMENTS

The accompanying notes to financial statements are an integral part of these statements.

Beginning balance as of January 1, 2009 3,752,736,411.60 927,637.64 475,608,366.36 94,558.36 348,743,645.21 568,796,041.94 - 5,146,906,661.11 Unrealized gain from changes in carrying amount of available-for-sale securities - - - 227,196.66 - - - 227,196.66 Net profit - - - - - 596,537,739.41 - 596,537,739.41 Appropriated - legal reserve 21 - - - - 29,826,886.97 (29,826,886.97) - Dividend paid 21 - - - - - (328,359,182.80) - (328,359,182.80) Exercise of warrant 20 129,338,064.80 (927,637.64) (36,903,746.26) - - - - 91,506,680.90 Ending balance as of December 31, 2009 3,882,074,476.40 - 438,704,620.10 321,755.02 378,570,532.18 807,147,711.58 - 5,506,819,095.28 Beginning balance as of January 1, 2008 3,741,684,198.40 1,005,898.58 478,762,877.78 (31,738,154.44) 307,571,646.27 2,165,184,969.11 (1,675,275,058.03) 4,987,196,377.67 Reversal of cumulative effect of the change in accounting policy from equity method to cost method for investment in subsidiaries - - - - (1,675,275,058.03) 1,675,275,058.03 Balance after adjustment 3,741,684,198.40 1,005,898.58 478,762,877.78 (31,738,154.44) 307,571,646.27 489,909,911.08 - 4,987,196,377.67 Unrealized gain from changes in carrying amount of available-for-sale securities - - - 31,832,712.80 - - 31,832,712.80 Net profit - - - - 823,439,978.75 - 823,439,978.75 Appropriated - legal reserve 21 - - - - 41,171,998.94 (41,171,998.94) - Dividend paid 21 - - - - - (703,381,848.95) - (703,381,848.95) Exercise of warrant 20 11,052,213.20 (78,260.94) (3,154,511.42) - - - - 7,819,440.84 Ending balance as of December 31, 2008 3,752,736,411.60 927,637.64 475,608,366.36 94,558.36 348,743,645.21 568,796,041.94 - 5,146,906,661.11

BAHT Retained earnings Unrealized Unappropriated gain (loss) from changes in Cumulative Premium carrying amount effect Issued and (discount) of available- Retained of the change paid-up on common for-sale Appropriated earnings- in accounting NOTE share capital Warrants stocks, net securities legal reserve Unappropriated policy Total

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

STATEMENTS OF CHANGES IN SHAREHOLDERSâ&#x20AC;&#x2122; EQUITY

Annual Report 2009 Hemaraj Land And Development Public Company Limited

145

CONSOLIDATED FINANCIAL STATEMENTS

(28,991,779.31) 467,851,405.48 3,086,271,483.08 7,754,498,083.21 383,109,447.82 8,137,607,531.03

- - - 227,196.66 - 227,196.66 (1,277,175.75) - - (1,277,175.75) - (1,277,175.75) (1,277,175.75) - - (1,049,979.09) - (1,049,979.09) - - 575,238,626.43 575,238,626.43 23,644,400.99 598,883,027.42 - 67,813,239.66 (67,813,239.66) - - - - (328,359,182.80) (328,359,182.80) - (328,359,182.80) - - - - (21.00) (21.00) - - - - (40,000,868.71) (40,000,868.71) - - - 91,506,680.90 - 91,506,680.90 (30,268,955.06) 535,664,645.14 3,265,337,687.05 8,091,834,228.65 366,752,959.10 8,458,587,187.75

94,558.36

227,196.66 - 227,196.66 - - - - - - 321,755.02

The accompanying notes to financial statements are an integral part of these statements.

Beginning balance as of January 1, 2008 3,741,684,198.40 1,005,898.58 478,762,877.78 (31,738,154.44) (28,663,381.84) 422,722,610.39 2,492,758,503.82 7,076,532,552.69 541,474,411.68 7,618,006,964.37 Unrealized gain from changes in carrying amount of available-for-sale securities - - - 31,832,712.80 - - - 31,832,712.80 - 31,832,712.80 Currency translation differences - - - - (328,397.47) - - (328,397.47) - (328,397.47) Net loss not recognized in the statements of income - - 31,832,712.80 (328,397.47) - - 31,504,315.33 - 31,504,315.33 Net profit - - - - - - 1,342,023,623.30 1,342,023,623.30 121,635,688.73 1,463,659,312.03 Appropriated - legal reserve 21 - - - - 45,128,795.09 (45,128,795.09) - - Dividend paid 21 - - - - - - (703,381,848.95) (703,381,848.95) - (703,381,848.95) Increase in minority during the year - - - - - - - - 63.00 63.00 Dividend from subsidiaries Paid to minority - - - - - - - - (280,000,715,.59) (280,000,715,.59) Exercise of warrants 20 11,052,213.20 (78,260.94) (3,154,511.42) - - - - 7,819,440.84 - 7,819,440.84 Ending balance as of December 31, 2008 3,752,736,411.60 927,637.64 475,608,366.36 94,558.36 (28,991,779.31) 467,851,405.48 3,086,271,483.08 7,754,498,083.21 383,109,447.82 8,137,607,531.03

Beginning balance as of January 1, 2009 3,752,736,411.60 927,637.64 475,608,366.36 Unrealized gain from changes in carrying amount of available for-sale securities - - - Translation of financial statements differences - - - Transaction not recognized in the statements of income - - Net profit - - - Appropriated - legal reserve 21 - - - Dividend paid 21 - - - Decrease in minority during the year - - - Dividend from subsidiaries paid to minority - - - Exercise of warrant 20 129,338,064.80 (927,637.64) (36,903,746.26) Ending balance as of December 31, 2009 3,882,074,476.40 - 438,704,620.10

Unrealized Ratained earning gain (loss) from Premium changes in Translation of Total Issued and (discount) carrying amount of financial Equity of Parent paid-up Warrants on common available-for-sale statements Appropriated Company’s Minority NOTE share capital stocks, net securities differences legal reserve Unappropriated Shareholders interest Total

BAHT Equity of Parent Company’s Shareholders

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY CONSOLIDATED FINANCIAL STATEMENTS

146 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Annual Report 2009 Hemaraj Land And Development Public Company Limited

STATEMENTS OF CASH FLOWS HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS END DECEMBER 31, 2009 AND 2008

NOTE

CONSOLIDATED FINANCIAL STATEMENTS 2009 2008

BAHT

CASH FLOWS FROM OPERATING ACTIVITIES Net profit 598,883,027.42 1,463,659,312.03 Adjustments to reconcile net profit to net cash provided by (used in) Allowance for doubtful accounts 1,356,103.56 873,263.23 Share of profits from investments in associates 2.2 and 10 (80,619,045.21) (28,587,363.69) Adjustment of accrual for transfer fee and specific business tax 1.3 - (248,230,298.22) Income from increase of salable area 22 - (76,667,807.84) Provision (reversal) of impairment on assets - 11,200,000.00 Loss (gain) on exchange rate - - Gain from sales of equipment (1,862,605.82) (159,394.64) Donation of equipment 2,957,619.47 3,130,012.50 Gain from sales of investments in subsidiary 5 and 10 - - Loss from sales of investments 5 and 11 - 31,840,000.00 Depreciation of assets 12 and 13 169,960,500.15 151,261,750.36 Amortization of sinking fund 5,077,961.10 4,538,071.32 15 Provision for maintenance 4,639,857.92 (1,842,288.86) Provision for unclaimed withholding tax deduct at source 1,942,929.98 - Adjustment of retention payable (1,002,190.75) - Dividend income 10 (35,966,583.35) (46,151,176.28) Written-off deposit for land purchase 30 - 32,829,875.00 Realization of deferred leasehold right income - related party 5 - - Realization of deferred leasehold right income - others (1,372,508.09) (1,372,508.04) Finance costs 5 143,753,206.61 136,958,468.93 Income tax expenses 26 (46,793,493.91) 98,139,254.60 760,954,779.08 1,531,419,170.40 Decrease (increase) in operating assets : Account receivables - related parties 1,153,141.23 (1,394,292.42) Account receivables - other parties (1,062,711.61) 25,529,631.06 Unbilled completed work 880,644,988.01 2,696,978,184.08 Inventory 240,000.00 1,680,000.00 Cost of real estate developments (459,654,295.91) 143,539,830.66 Other current assets 31,511,183.52 (37,838,600.14) Other non - current assets (24,571,627.54) (34,866,850.26)

SEPARATE FINANCIAL STATEMENTS 2009 2008 596,537,739.41

823,439,978.75

1,558,600.82

324,524.59

- - - - (33,915,610.59) (775,697.93) 2,957,619.47

(166,726,760.20) (76,667,807.84) 11,200,000.00 26,280,259.80 (93,040.50) -

- (1,124,998.95) - 16,840,000.00 22,015,880.53 22,149,038.99 1,530,537.87 1,530,537.92 74,522.47 2,931,114.79 - (1,002,190.75) (695,536,334.94) (1,019,860,459.99) - 32,829,875.00 (2,483,999.96) - 144,660,125.59 (102,295,701.62) (66,674,509.63)

(1,252,208.20) 138,417,762.25 (189,782,183.59)

75,184,227.10 (9,676,036.97) (5,437,499.11) 18,721,174.96 815,389,978.94 2,134,570,625.89 240,000.00 1,680,000.00 (159,799,082.31) (126,652,140.24) 3,620,580.57 (9,988,596.35) (28,370,895.92) (36,851,170.61)

The accompanying notes to financial statements are an integral part of these statements.

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STATEMENTS OF CASH FLOWS (CONTINUED) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

NOTE Increase (decrease) in operating liabilities : Trade account payables - related parties Trade account payables - other parties Unearned income and income received in advance Accrued expenses Other account payables Accrued specific business tax and transfer fee Other current liabilities Retention payables Guarantee payable Deferred leasehold right income Other non - current liabilities Cash Provided by (Used in) Operating Activities Cash paid for finance costs Cash paid for corporate income tax Net Cash Provided by (Used in) Operating Activities

CONSOLIDATED FINANCIAL STATEMENTS 2009 2008

BAHT

(292,883.09) 854,395.02 (107,602,244.51) 69,764,608.72 (426,750,273.25) 781,017,388.08 (41,148,750.28) 30,061,790.13 (1,205,075.50) (25,767,875.93) (344,768.73) (28,340,518.08) (55,196,533.84) 39,552,888.59 (42,224,238.50) (38,675,555.75) (3,070,768.91) 12,056,571.28 - - (3,293,265.97) 1,741,450.49 508,086,654.20 5,167,312,215.93 (216,739,384.17) (237,530,395.22) (176,395,007.35) (177,604,754.67) 114,952,262.68 4,752,177,066.04

SEPARATE FINANCIAL STATEMENTS 2009 2008

5,390,095.04 (7,578,846.28) (29,156,716.13) (22,392,401.92) (21,161,630.64) 15,644,919.37 (35,461,013.43) 34,045,637.07 1,020,330.42 (940,161.57) (1,326,513.32) (20,660,347.35) (46,213,436.35) 36,515,884.98 (41,144,448.75) (20,714,987.34) (524,687.90) 1,059,637.90 - 62,100,000.00 (2,134,878.10) (261,016.71) 463,439,900.48 1,858,839,991.24 (168,649,632.28) (122,095,880.58) (101,240,311.54) (49,196,003.18) 193,549,956.66 1,687,548,107.48

The accompanying notes to financial statements are an integral part of these statements.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

STATEMENTS OF CASH FLOWS (CONTINUED) HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

NOTE

CONSOLIDATED FINANCIAL STATEMENTS 2009 2008

BAHT

SEPARATE FINANCIAL STATEMENTS 2009 2008

CASH FLOWS FROM INVESTING ACTIVITIES Cash received from sales of the investments in securities - 1,320,000.00 - 1,320,000.00 (Increase) decrease in short - term loans and advance to related parties (5,627,942.47) 15,092,491.00 (580,658,648.28) 261,346,325.07 (Increase) decrease in investments in subsidiaries - - 240,499,979.00 (580,499,937.00) Increase in investments in associate (267,219,274.04) (78,400,000.00) (267,219,274.04) (78,400,000.00) Cash received from sales of investment in subsudiary - - - 76,124,928.95 Cash received from sales of investment in associate - 20,092,203.04 - 20,092,203.04 Cash received from sales of investment in other company - - - 15,000,000.00 Dividend received from subsidiaries - - 737,774,717.85 912,185,340.02 Dividend received from associates 9,274,986.00 999,990.00 9,274,986.00 999,990.00 Dividend received from other companies 35,966,583.35 46,151,176.28 34,916,590.35 45,101,183.26 Increase in deposit at financial institution with commitment - (2,059,901,000.00) - (2,059,901,000.00) Cash received from sales of building and equipment 1,862,616.82 163,813.08 775,700.93 97,457.94 Increase in building and equipment (113,031,157.23) (73,158,645.14) (4,170,972.61) (8,578,792.23) Increase in assets for rent (70,326,192.15) (44,072,620.14) - (766,916.00) Increase in sinking fund (6,780,133.46) (14,566,093.41) - Net Cash Provided by (Used in) Investing Activities (415,880,513.18) (2,186,278,685.29) 171,193,079.20 (1,395,879,216.95) CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans from financial institutions (685,000,000.00) 775,000,000.00 (685,000,000.00) 775,000,000.00 Increase in short - term loans from other parties and other persons 420,000,000.00 - 420,000,000.00 Increase (decrease) in short - term loans and advance from related parties 222,058,040.39 (39,904,007.61) (550,557,892.42) 719,842,159.76 Decrease in long - term loans from related party - - (20,624,720.00) (13,673,800.00) Increase (decrease) in other long - term loans 601,237,322.40 (1,691,498,481.64) 819,805,500.00 (674,389,595.86) Proceeds from exercise of warrants 91,506,680.90 7,819,440.84 91,506,680.90 7,819,440.84 Cash paid for dividend 21 (329,852,792.82) (979,822,732.19) (329,853,076.37) (979,822,732.19) Dividend paid to minority interest (40,000,868.71) (280,000,715.59) - Cash received from minority interest (21.00) 63.00 - Net Cash Provided by (Used in) Financing Activities 279,948,361.16 (2,208,406,433.19) (254,723,507.89) (165,224,527.45) Translation of financial statements differences (1,277,175.75) (328,397.47) - Increase (decrease) in cash and cash equivalents, net Cash and cash equivalents, beginning of years Cash and cash equivalents, end of years 6

(22,257,065.09) 931,687,150.06 909,430,084.97

357,163,550.09 574,523,599.97 931,687,150.06

110,019,527.97 415,108,255.26 525,127,783.23

126,444,363.08 288,663,892.18 415,108,255.26

The accompanying notes to financial statements are an integral part of these statements.

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NOTES TO FINANCIAL STATEMENTS HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

1. GENERAL INFORMATION

1.1 General matter On August 15, 1988, Hemaraj Land and Development Public Company Limited (“the Company”) was incorporated under the Civil and Commercial Code of Thailand and was subsequently listed on the Stock Exchange of Thailand and transformed as a Public Company Limited on July 10, 1992 and July 12, 1993, respectively. The Company, which is the parent company of Hemaraj Group, operates its business as a real estate developer as follows: 1. Industrial estate development projects located in the Eastern Seaboard of Thailand. The projects are operating under the joint operation agreements with the Industrial Estate Authority of Thailand (“IEAT”), in the names of the Company and its 3 subsidiaries as follows: Company Name

Industrial Estate

Hemaraj Land and Development Plc. Hemaraj Chonburi Eastern Industrial Estate Co., Ltd. Hemaraj Eastern (Map Ta Phut) Eastern Seaboard Industrial Estate (Rayong) Co., Ltd. Eastern Seaboard (Rayong) Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd. Hemaraj Eastern Seaboard

Site Location Sriracha district, Chonburi province Muang district, Rayong province Pluak Daeng district, Rayong province Pluak Daeng district, Rayong province

2. A condominium for sale being developed under the Company’s name is called “The Park Chidlom”, which located at Chidlom Road, Bangkok. 3. Service business related to the mentioned industrial estates consisting of service providing for public utilities, office building and prefabricated factory for sale and lease, land rental, commercial plaza rental, pipe rack rental in Industrial Estates, building contractor and others. Hemaraj Group’s head office is located at 18th floor, UM Tower, 9 Ramkhamhaeng Road, Suanluang subdistrict, Suanluang district, Bangkok, Thailand 10250. 1.2 The Central Administrative Court ordered to suspend the construction of 76 projects in Rayong Province Reference is made to the injunction of the Central Administrative Court, ordering 8 government authorities to order the temporary suspension of the projects or activities altogether 76 projects in Rayong Province until the Court renders a judgment or an order otherwise except the projects or activities which had received the permits before the effectiveness of the Constitution of Thailand B.E.2550 and the projects or activities which are not required the Environmental Impact Assessment according to the Declaration of the Ministry of Natural Resources and Environment dated June 16, 2009. On December 2, 2009, the Supreme Administrative Court has an order amending the injunction order of the Central Administrative Court’s the temporary suspension of the 76 projects to release 11 projects from such suspension and remain other 65 projects suspended in which if the suspending 65 projects have an operation under Constitutional Law of Thailand B.E. 2550 section 67 paragraph 2, the effected projects could submit a motion to release from such temporary suspension. In January 2010, one of the subsidiary’s project which is effected from the court order, had requested the Industrial Estate Authority of Thailand (IEAT) to consider whether the obtaining of Industrial Estate permission for these expansion land from IEAT since September 2006 are considered to be such permission by the government allowing according to the specific law, which means that such project has obtained the permission before the Constitution Announcement (B.E. 2550) as the Central Administrative Court’s order in December 2009, and it was informed by IEAT that the company is the one who has obtained the permission in the mean of Administrative Court’s consideration.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

1.3 Transfer fee and specific business tax Due to the Royal Decree issued pursuant to the Revenue Code relating to the reduction of tax (No. 472 B.E. 2551 and No. 488 B.E. 2552), Announcement of Interior Ministry relating to collection of fees for registration and transfer pursuant to the Land Law in case of the promotion of sale and purchase of real estates according to the criteria set by the cabinet and Announcement of Interior Ministry relating to the collection of fees for registration of condominium unit in case of the promotion sale and purchase of condominium unit according to the criteria set by the cabinet to reduce specific business tax from 3.3% to 0.11% and reduce registration fees for transfer real estates from 2% to 0.01% for registration made during March 28, 2008 until March 28, 2010, the Company and subsidiaries have revised effect from such measures by making adjustment of accrual for transfer fee and specific business tax in statements of income for the year ended December 31, 2008 in the amount of Baht 248.23 million (separate financial statement : Baht 166.73 million). 1.4 Adoption of new accounting standards In May 2009, the Federation of Accounting Professions (FAP) has issued Notifications No. 12/2552 regarding the renumbering of Thai Accounting Standards to match correspondingly with the International Accounting Standards. Therefore the numbers of Thai Accounting Standards as used in these financial statements are corresponding to those according to this notification. The Federation of Accounting Professions (FAP) has issued Notifications No. 86/2551 and 16/2552 regarding Accounting Standards, Financial Reporting Standards and Accounting Practice Guidances which have been published in the Royal Gazette as follows : 1) Accounting standards, financial reporting standard and accounting practice guidances which are effective for year 2009 as follows : Framework for the Preparation and Presentation of Financial Statements (revised 2007) Accounting Standard No. 36 Impairment of Assets (revised 2007) Financial Reporting Standard No. 5 Non - Current Assets Held for Sale and Discontinued Operations (revised 2007) Accounting Practice Guidance for Leasehold Right Accounting Practice Guidance for Business Combinations under Common Control These accounting standards, financial reporting standard and accounting practice guidances become effective for financial statements for fiscal years beginning on or after January 1, 2009. However, compliance with these accounting standards, financial reporting standard and accounting practice guidances does not have any significant impact on the financial statements for the current period. 2) Accounting standards which are not effective for the current year as follows :

Effective date

Accounting Standard No. 20 Accounting Standard No. 24 Accounting Standard No. 40

January 1, 2012 January 1, 2011 January 1, 2011

Accounting for Government Grants and Disclosure of Government Assistance Related Party Disclosures (revised 2007) Investment Property

The management of the Company is still evaluating the effect of these accounting standards as to their effect to the financial statements for the year in which they are initially applied.

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2. BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION

2.1 Basis for preparation of financial statements The financial statements of the company have been prepared in accordance with generally accepted accounting standards including related interpretations and guidelines promulgated by the Federation of Accounting Professional. The Company’s financial statements are prepared in the Thai language as required by Thai law, and translated into English for the convenience of a reader of the financial statements. Certain amounts in the 2008 financial statements have been reclassified to conform to the 2009 financial statement presentation, without effect on previously reported net profit and shareholders’ equity. 2.2 Basis for preparation and presentation of consolidated financial statements The consolidated financial statements incorporate the financial statements of the Company and its majority owned directly and indirectly (over 50% of their paid-up capital) in subsidiaries and are prepared on the same basis as the consolidated financial statements for the year ended December 31, 2008. There have been no significant changes in the composition of the Group during the current period. All subsidiaries were registered and incorporated in Thailand except H-International (BVI) Company Limited and Hemaraj International Limited which were incorporated in British Virgin Islands and Cayman Islands, respectively. In addition, the consolidated and the Company’s financial statements for the years ended December 31, include share of profits (losses) from associates as follows:

MILLION BAHT 2009

Cofely (Thailand) Company Limited (Formerly known as “Elyo-H Facilities Management Limited”) 3.60 SIL Industrial Land Company Limited (Consolidated financial statements) 14.85 GHECO - One Company Limited 74.25 Houay Ho Thai Company Limited (Consolidated financial statements) (12.08) Total 80.62 Based on the information from the financial statements which were audited by other auditors.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2008 2.76 6.14 19.69 28.59

3.1 The measurement bases used in preparing the financial statements Other than those disclosed in other topics, significant accounting policies and other notes to the financial statements, the financial statements are prepared on the historical cost basis. 3.2 Cash and cash equivalents Cash and cash equivalents represent cash on hand and at banks, and temporary investments net of cash at banks pledged as collateral. 3.3 Temporary investments Available-for-sale securities consist of investments in marketable securities, which are stated at fair value (net of allowance for investments revaluation). Gain (loss) on investment revaluation is included in the equity. 3.4 Trade account receivables and allowance for doubtful accounts Trade account receivables are stated at net realizable value. The Company and subsidiaries provide allowance for doubtful accounts for estimated losses that may incurred in collection of receivables. The allowance for doubtful accounts is generally considered from collection experience and aging analysis. Allowance for doubtful accounts is based on receivables from services which are overdue by more than 90 days. 3.5 Inventories Inventories are valued at the lower of cost (the average cost method) or net realizable value.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

3.6 Cost of real estate developments Cost of real estate developments consists of land costs, development costs, pre-fabricated factory costs, condominium construction costs, and finance costs on loans for projects development, pre- fabricated factory, condominium construction, land deposits and advances for construction costs. These costs are transferred to cost of sales when revenue from sales is recognized. Cost of real estate developments is stated at the lower of cost or net realizable value. Loss on projects revaluation is included in the statements of income. 3.7 Capitalization of borrowing costs Borrowing costs are expensed in the period in which they are incurred, except borrowing costs of long term loan and loan from other parties in relation to the cost of real estate should be treated as part of the cost of the relevant assets. Capitalization should cease when substantially all of the activities necessary to prepare the asset for its intended use or sale are completed and should be suspended during periods in which active development is interrupted. The Company and its subsidiaries will recognize impairment loss when the carrying amount of an asset exceeds its recoverable amount. 3.8 Investments and loans Investments A. Investments in subsidiaries and associates are recorded by using the cost method. B. Other investments represent investments in related and other companies which are stated at cost net of provision for impairment loss. Impairment loss on other investments is included in the statements of income. Loans The Company and its subsidiaries have recorded allowance for doubtful debts by using uncollectible amounts, based on a review of the current financial status and the repayment ability. The recognition of interest income is ceased when overdue by more than 180 days. 3.9 Assets for rent Land for rent is stated at cost. Assets for rent, excepted land, are stated at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 15 years for pipe rack and 20 years for building. No depreciation is provided for land for rent. 3.10 Property, plant and equipment Land is stated at cost. Property, plant and equipment are stated at cost less accumulated depreciation and provision for impairment loss. Motor vehicles under financial lease are stated at fair value less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 5 years for equipment and 20 years for building and structures. No depreciation is provided for land. 3.11 Leasehold right and land held for commercial purposes Leasehold right and land held for commercial purposes consist of land leasehold right, land costs, development costs and capitalized finance costs on loans for undeveloped projects and projects which were temporarily suspended from development. Leasehold land and land held for commercial purposes are stated at the lower of cost or net realizable value. Loss on projects revaluation is included in the statements of income. 3.12 Sinking fund The Company and its subsidiaries have recorded a fund for the major maintenance and replacement of utilities systems and facilities for the customers in the industrial estate, under the joint operating agreements with the Industrial Estate Authority of Thailand (â&#x20AC;&#x153;IEATâ&#x20AC;?) to be Deferred Sinking Fund and has recorded amortization to be cost of services by the straight-line method over 20 years of useful lives.

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3.13 Deferred interest expense on hire-purchase agreement Deferred interest expense on hire-purchase agreement, which is amortized according to the effective rate, presented net from hire-purchase payable. 3.14 Impairment of assets The Company and its subsidiaries have evaluated the impairment of properties, plant and equipment and other assets when the event is occurred or there is the situational change, which indicates that the recoverable amount of assets will be lower than their book value. The Company and its subsidiaries will recognize the loss from impairment as an expense in the statements of income. 3.15 Unearned income and income received in advance Unearned income and income received in advance represents the amounts received from real estate and condominium sales contracts, in excess of the revenue recognized by using the percentage of completion method, and from utilities and rental income received in advance. 3.16 Employee benefits Salaries, wages, bonuses, contributions to the social security fund and provident fund and other benefits are recognized as expenses when incurred. The Company and its subsidiaries do not recognize liabilities in respect of employee benefit potentially payable under the Thai Labour Law. 3.17 Deferred leasehold right income Deferred leasehold right income represents leasehold right received from rental of land, building, pipe rack and leasehold right income to produce and distribute the industrial water which are recognized as revenue over the period of rental contract. 3.18 Revenue and expense recognition Other than those disclosed in other topics, the policy of the Company and its subsidiaries on revenue and expense recognition are as follows: A. Recognition of revenue and cost of land sales Revenue from land sales are recognized upon signing of contract and receiving of installments by the percentage of completion method, using the ratio of actual development costs incurred to total estimated development costs for each projects excluding land cost. Cost of sales is calculated from the realized sales contracts based on the ratio of total estimated project costs to total estimated project sales of each projects. Total estimated costs and sales of each project shall be revised when there are significant changes in the estimated costs and expected sales price of each project. B. Recognition of revenue and cost of pre-fabricated factory sales Revenue and cost of pre-fabricated factory sales are recognized upon signing of sales contract on the percentage of completion method. C. Recognition of revenue and cost of condominium sales The Company recognizes the revenue and cost of condominium sales by the percentage of completed work which is based on the proportion of actual costs (excluding cost of land) to the total estimated costs which are estimated by the Companyâ&#x20AC;&#x2122;s engineer advisor. The Company recognizes revenue when sales contracts have been executed not less than 40% of the area opened for sales and collection received exceeds 20% of each contract value, and the progress of completed construction work is more than 10%. D. Recognition of income and cost of services Income and cost of services are recognised on the accrual basis. Service income represents income received from providing of public utilities, potable water, raw water and reused water, waste water treatment processing, additional work in building construction and rental services in respect of land, commercial plaza, warehouse, factory, resident and pipe rack to the Industrial Estate, training center and business center. Cost of services represents cost incurred from providing of such services.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

Revenue and cost from mini and micro pre-fabricated factory construction are recognized upon signing of contract and receiving of installments by the percentage of completion method. The recognition of income from public utilities service is ceased when the customers cease their business operations and have payment difficulties. E. Other incomes and expenses. Other incomes, selling and administration expense, finance costs and other expenses are recognized on the accrual basis. 3.19 Accounts in foreign currency A. The financial statements of our overseas subsidiary are translated into Baht for consolidation purposes using rates of exchange as follows: A.1 Assets and liabilities are translated at the average selling and purchasing price of exchange rate at the end of the year. A.2 Revenues and expenses are translated at the average selling and purchasing price of exchange rate at the end of each month. A.3 Share capital is translated at the exchange rate on the transaction date. Translation of financial statements differences of foreign financial statements are included under shareholdersâ&#x20AC;&#x2122; equity. B. Other foreign currency transactions occurring during the year are converted into Baht at the rates prevailing on the dates of the transactions. Assets and liabilities at the end of the year are converted into Baht at the rates of exchange on that date. Gain and loss on exchange rate is included in the statements of income. 3.20 Corporate income tax Corporate income tax is recognized on the accrual basis. 3.21 Earnings per share Basic earnings per share is computed by dividing net profit attributable to ordinary shareholders for the year by the weighted average number of ordinary shares issued and paid up during the year. Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders for the year, as adjusted for the effect of dilutive ordinary shares, by the weighted average number of ordinary shares paid up and issued during the year plus the number of dilutive ordinary shares.

4. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect reported amounts and disclosures and actual results could differ.

5. TRANSACTIONS WITH RELATED PARTIES

The Company has certain transactions with its related parties. Significant balances and inter-company transactions are eliminated from the consolidated financial statements. Such transactions, which have been concluded on the term and the basis agreed between the relevant parties. Certain loans between each party are related to the business jointly operated.

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Enterprises that directly or indirectly through one or more intermediaries, control, or under common control with the Company by through same shareholders and co-directors as at December 31, were as follows:

PERCENTAGE OF HOLDING COMPANY NAME TYPE OF BUSINESS RELATIONSHIP 2009 2008

Subsidiaries Eastern Industrial Estate Company Limited Industrial Estate Common shareholders 99.99 Development and co-directors Eastern Seaboard Industrial Estate Industrial Estate ,, 60.00 (Rayong) Company Limited Development Hemaraj Eastern Seaboard Industrial Estate Industrial Estate ,, 99.99 Company Limited Development Eastern Pipeline Services Company Limited Pipe Rack Rental ,, 99.99 H-International (BVI) Company Limited Holding Company ,, 100.00 Hemaraj International Limited Holding Company ,, 100.00 H-Construction Management and Design and Construction ,, 99.99 Engineering Company Limited Supervision Service The Park Residence Company Limited Real Estate Development ,, 99.99 and Service Management 99.99 Hemaraj Water Company Limited Water Resources Development ,, and Management SME Factory Company Limited Sell and Lease of Factory ,, 99.99 H - Phoenix Property Company Limited Condominium office ,, 99.99 for sales, rent and services Hemaraj Clean Water Company Limited Produce and distribute the ,, 99.99 industrial water Associates Cofely (Thailand) Company Limited Facilities Management Common shareholders 39.99 (Formerly known as â&#x20AC;&#x153;Elyo-H Facilities Service and co-directors Management Limitedâ&#x20AC;?) GHECO - One Company Limited Electricity and Power Generation ,, 35.00 SIL Industrial Land Company Limited Industrial Estate Development ,, 25.00 Rayong Industrial Land Company Limited Industrial Estate Development ,, 25.00 Houay Ho Thai Company Limited Holding Company ,, 51.00 Houay Ho Power Company Limited Electricity and Power Generation ,, 12.75 Related Companies Sriracha Harbor Public Company Limited Port Service and Transportation Common shareholders 6.40 and co-directors Eastern Fluid Transport Company Limited Pipe Rack Maintenance ,, 15.00 Steel Top Company Limited Steel Manufacturer and Relationship - Distributor through director Siam Food Products Public Company Limited Processing Agriculture Producer Co-investors - Teo Hong Silom Company Limited Facilities Management Service ,, - Cementhai Property (2001) Public Company Holding Company ,, - Limited Cementhai Holding Company Limited Holding Company ,, - Glow Energy Public Company Limited Energy ,, - Glow IPP2 Holding Company Limited Holding Company ,, - Cofely South East Asia Pte Ltd. Energy ,, -

99.99 60.00 99.99 99.99 100.00 100.00 99.99 99.99 99.99 99.99 99.99 99.99

39.99

35.00 25.00 25.00 - - 6.40 15.00 - - - - - - - -

Annual Report 2009 Hemaraj Land And Development Public Company Limited

As at December 31, balances with related parties, which were shown in the balance sheets, were as follows: Assets THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY 2009 2008 2009 2008 TERM

Short - term loans and advance to related parties: Subsidiaries: Eastern Industrial Estate Company Limited - - - 110,000 Dividend receivable Eastern Seaboard Industrial Estate - - 55,138 60,000 Advance (Rayong) Company Limited and dividend receivable H-Construction and Engineering Company Limited - - - 10,074 MLR - 0.50% SME Factory Company Limited - - 27,268 38,720 MLR - 0.50% Hemaraj Clean Water Company Limited - - 24,353 9,030 MLR - 0.50% and dividend receivable H - Phoenix Property Company Limited - - 270,829 2,400 MLR - 0.50% and dividend receivable Eastern Pipeline Services Company Limited - - 20,067 - MLR - 0.50% Hemaraj Eastern Seaboard Industrial Estate - - 321,169 - MLR - 0.50% Company Limited and dividend receivable Associates: Cofely (Thailand) Company Limited 5,628 - 5,628 - MLR (Formerly known as “Elyo-H Facilities Management Limited”) Related company : Sriracha Harbor Public Company Limited * 11,355 11,355 11,355 11,355 Rate as mentioned in business reorganization plan Total 16,983 11,355 735,807 241,579 Less Allowance for doubtful debts (11,355) (11,355) (11,355) (11,355) Net 5,628 - 724,452 230,224

* The Company provided the provision for doubtful debt in full amount as the Company’s basis. This company entered into the Business Reorganization Plan under the Bankruptcy Court, and now is under the process of the Business Reorganization Plan. The Company has not yet adjusted the provision for the receivable under the Business Reorganization Plan and will adjust accordingly when obtaining the settlement from it as the Plan.

157

158

Annual Report 2009 Hemaraj Land And Development Public Company Limited

Balance of assets with related parties and its movement for the year 2009 were as follows:

THOUSAND BAHT As of 31st During the year December, 2008 Increase Decrease

As of 31st December, 2009

Consolidated financial statements Short - term loans and advance to related parties: Associates - 15,012 (9,384) 5,628 Related company 11,355 113 (113) 11,355 Total 11,355 15,125 (9,497) 16,983 Less Allowance for doubtful debts (11,355) - - (11,355) Net - 15,125 (9,497) 5,628 Separate financial statements Short - term loans and advance to related parties: Subsidiaries 230,224 1,402,182 (913,582) 718,824 Associates - 15,012 (9,384) 5,628 Related company 11,355 113 (113) 11,355 Total 241,579 1,417,307 (923,079) 735,807 Less Allowance for doubtful debts (11,355) - - (11,355) Net 230,224 1,417,307 (923,079) 724,452

Liabilities THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS INTERCOMPANY 2009 2008 2009 2008 TERM

Short - term loans and advance from related parties: Subsidiaries: Eastern Seaboard Industrial Estate - - - 76,855 Advance (Rayong) Company Limited Eastern Industrial Estate Company Limited - - - 311,824 MLR – 0.50% Hemaraj Eastern Seaboard Industrial Estate - - - 310,085 MLR – 0.50% Company Limited Hemaraj Water Company Limited - - - 56,715 MLR - 0.50% Eastern Pipeline Services Company Limited - - - 10,821 MLR - 0.50% H - Phoenix Property Company Limited - - - 27,253 MLR - 0.50% Related company : Glow Company Limited (1) 237,394 - 237,394 - MLR – 2% Siam Food Products Public Company Limited 30,000 40,000 - - Dividend payable Total 267,394 40,000 237,394 793,553 Long - term loans from related party: Subsidiary: H-International (BVI) Company Limited - - 1,058,559 1,113,099 - Deferred leasehold right income: Subsidiary: Hemaraj Clean Water Company Limited (2) Deferred leasehold right income - - 62,100 62,100 Rate mutually agreed Less Accumulated amortization - - (3,736) (1,252) between both parties Deferred leasehold right income, net - - 58,364 60,848

Annual Report 2009 Hemaraj Land And Development Public Company Limited

(1) The company had entered into the Short Term Loan Agreement with Glow Company Limited for the purpose of acquisition and subscription of share capital increase in Houay Ho Thai Company Limited. (2) The Company and its 3 subsidiaries have entered into 25-year leasehold right contracts, in the total amount of Baht 559 million, for production and distribution of industrial water with Hemaraj Clean Water Company Limited. Balance of Liabilities with related parties and its movement for the year 2009 were as follows: THOUSAND BAHT As of 31st During the year December, 2008 Increase Decrease

As of 31st December, 2009

Consolidated financial statements Short - term loans and advance from related parties: Related parties 40,000 277,394 (50,000) 267,394 Separate financial statements Short - term loans and advance from related parties: Subsidiaries 793,553 261,727 (1,055,280) - Related parties - 237,394 - 237,394 Long - term loans from related party: Subsidiary 1,113,099 10,000 (64,540) 1,058,559

The significant transactions with related parties for the years ended December 31, were as follows:

MILLION BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008

Service income 0.01 1.01 11.53 6.91 Interest income 0.25 29.95 10.66 38.71 Commission and management 33.18 24.49 67.00 138.77 income Cost of service 12.18 10.47 1.21 1.15 Finance costs 5.34 - 24.24 24.42 Deferred leasehold right income - - 2.48 1.25 Gain from sell of investment - - - 1.12 in subsidiary Gain from sell of other - - - 15.00 long term investment

INTERCOMPANY COST POLICY Market price MLR – 0.5% and MLR 5% - 10% of contract price and 5% of service income received Market price MLR – 2.00% and MLR – 0.50% Rate mutually agreed between both parties Rate mutually agreed between both parties Rate mutually agreed between both parties

6. CASH AND CASH EQUIVALENTS

For the purpose of preparation of the statements of cash flows in accordance with the relevant Accounting Standard, as of December 31, cash and cash equivalents consisted of:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Cash and deposits at financial institutions Current investments - Time deposits Deposit with commitment Total Less Deposit with commitment Cash and cash equivalents

904,334 931,592 525,111 415,091 5,096 95 17 17 2,059,901 2,059,901 2,059,901 2,059,901 2,969,331 2,991,588 2,585,029 2,475,009 (2,059,901) (2,059,901) (2,059,901) (2,059,901) 909,430 931,687 525,128 415,108

159

160

Annual Report 2009 Hemaraj Land And Development Public Company Limited

7. TRADE ACCOUNT RECEIVABLES, NET

As of December 31, trade account receivables, net consisted of:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008

Related parties Service receivables Accrued service income 9,691 10,844 29,175 104,360 Less Allowance for doubtful accounts (7,405) (7,405) - - Service receivables, net 2,286 3,439 29,175 104,360 Trade account receivables - related parties, net 2,286 3,439 29,175 104,360 Other parties Service receivables Accrued service income 107,211 100,922 28,854 23,317 Less Allowance for doubtful accounts (22,445) (21,089) (19,586) (18,028) Service receivables, net 84,766 79,833 9,268 5,289 Real estate sales contracts receivables Total value of contracts signed 28,859,504 28,585,410 7,879,676 7,797,118 Installments due 28,294,718 27,194,982 7,690,249 6,918,365 Less Installments received (28,246,504) (27,141,541) (7,690,249) (6,918,265) Installments receivables, net 48,214 53,441 - 100 Trade account receivables - other parties, net 132,980 133,274 9,268 5,389

As at December 31, unbilled completed work and unearned income comprised:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Accumulated amount recognised as revenue on percentage of completion basis 27,998,012 27,359,896 7,736,000 7,793,443 (28,294,718) (27,194,982) (7,690,249) (6,918,365) Less Installments due Net (296,706) 164,914 45,751 875,078 The balance comprises : Unbilled completed work 215,483 1,096,128 63,381 878,770 Unearned income (512,189) (931,214) (17,630) (3,692) Net (296,706) 164,914 45,751 875,078

Annual Report 2009 Hemaraj Land And Development Public Company Limited

As of December 31, trade account receivables - other parties, net classified by aging were as follows:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008

Accrued service income Less than 3 months 84,766 79,833 9,268 5,289 Over 3 months to 6 months 868 304 526 62 Over 6 months to 12 months 1,423 246 1,357 124 Over 12 months 20,154 20,539 17,703 17,842 Total 107,211 100,922 28,854 23,317 Less Allowance for doubtful accounts (22,445) (21,089) (19,586) (18,028) Accrued service income, net 84,766 79,833 9,268 5,289 Real estate sale contracts receivables Less than 3 months 48,214 53,441 - 100 Over 3 months to 6 months - - - - Over 6 months to 12 months - - - - Over 12 months - - - - Total real estate sale contracts receivables 48,214 53,441 - 100 Trade account receivables - other parties, net 132,980 133,274 9,268 5,389

For the allowance for doubtful accounts of related party receivables in the amount of Baht 7.40 million and other parties in the amount of Baht 16.71 million, which obtain facility services in the industrial estate, are provided and charged by the Company. With the economic crisis in 1997 in Thailand, these companies have encountered with operation problem and the Company provided the provision for doubtful debt in full amount as the Companyâ&#x20AC;&#x2122;s basis. Consequently, these companies entered into the Debt Restructure under CDRAC or Business Reorganization Plan under the Bankruptcy Court. The Company has not yet adjusted the provision for these receivables under the Business Reorganization Plan until obtaining the settlement as the Plan or debt restructure from each receivable. Balance of Allowance for doubtful accounts and its movement for the years ended December 31, were as follows: THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2008 2009 2008 2009

Related parties Beginning balance 7,405 7,405 - - Additional allowance during the year - - - - Received during the year - - - - Ending balance 7,405 7,405 - - Other parties Beginning balance 21,089 20,786 18,028 17,722 Additional allowance during the year 2,353 873 1,944 325 Received during the year (997) (570) (386) (19) Ending balance 22,445 21,089 19,586 18,028

161

162

Annual Report 2009 Hemaraj Land And Development Public Company Limited

8. UNEARNED INCOME AND INCOME RECEIVED IN ADVANCE

As of December 31, unearned income and income received in advance consisted of:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Unearned income Land and condominium sale contracts (10,834,878) (14,311,290) (211,459) (226,132) Less Installments received 10,739,822 14,182,426 225,509 226,245 Installments receivables (95,056) (128,864) 14,050 113 Less Deferred income 607,245 1,060,078 3,580 3,579 Unearned income 512,189 931,214 17,630 3,692 Deposit for real estate 2,000 - 2,000 - Income received in advance â&#x20AC;&#x201C; service and rental 85,494 95,219 549 37,648 Total unearned income and income received in advance 599,683 1,026,433 20,179 41,340

9. COST OF REAL ESTATE DEVELOPMENTS, NET

As at December 31, cost of real estate developments, net consisted of:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Land cost under developments 7,682,741 7,133,557 1,909,333 1,648,684 Project development costs 13,491,101 12,802,091 4,285,231 4,253,991 Capitalized finance costs 2,571,601 2,513,350 750,000 746,020 Additional utility costs 7,751 7,788 7,581 7,581 Advance for constructions 3,023 13,562 1,150 1,636 Advance for land purchases - 386,579 - 148,500 Total 23,756,217 22,856,927 6,953,295 6,806,412 Less Accumulated costs transferred to cost of land sales (15,729,303) (15,373,255) (4,878,285) (4,892,368) Accumulated costs transferred to assets for rent (1,511,095) (1,409,421) (46,774) (46,774) Accumulated costs transferred for debt settlement (143,838) (143,838) (143,838) (143,838) Cost of real estate developments, net 6,371,981 5,930,413 1,884,398 1,723,432 Capitalized finance costs for the year ended December 31 included in cost of real estate developments 64,041 114,544 4,125 6,954

Information of cost of real estate developments of Hemaraj Land and Development Public Company Limited, Eastern Industrial Estate Company Limited, Eastern Seaboard Industrial Estate (Rayong) Company Limited and Hemaraj Eastern Seaboard Industrial Estate Company Limited is as follows:Valuation Stated in the Financial Statements As at December 31, 2009 and 2008, cost of real estate developments is stated at the lower of cost and net realisable value for the projects in the same area. Obligation of Assets As at December 31, 2009 and 2008, the portion of land in the projects of the Company and the subsidiaries has been mortgaged as collateral for loans from local financial institutions, other companies and other persons.

Investments (Million Baht) Paid-up Capital Percentage of shares held by Consolidated financial Separate financial statements Net booked value in the Dividend for the year ended (Million Baht) the Company (Percent) statements (at Cost) portion of investments December 31, Company 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 Subsidiaries: Common shareholders and co-directors Eastern Industrial Estate Company Limited 400.00 400.00 99.99 99.99 - - 400.00 400.00 515.85 579.45 462.00 514.00 Eastern Seaboard Industrial Estate 358.00 358.00 60.00 60.00 - - 214.80 214.80 550.13 574.66 60.00 420.00 (Rayong) Company Limited Hemaraj Eastern Seaboard Industrial 1,000.00 1,000.00 99.99 99.99 - - 1,080.96 1,080.96 2,076.97 2,058.88 50.00 - Estate Company Limited Eastern Pipeline Services 100.00 100.00 99.99 99.99 - - 56.34 56.34 108.85 107.52 17.59 - Company Limited (1) H-International (BVI) Company Limited (2) 0.08 0.08 100.00 100.00 - - 0.07 0.07 1,074.29 1,115.04 - - Hemaraj International Limited (3) 0.03 0.03 100.00 100.00 - - 0.03 0.03 0.03 0.03 - - H-Construction Management and 17.15 17.15 99.99 99.99 - - 17.15 17.15 17.86 17.45 - - Engineering Company Limited The Park Residence Company Limited 0.25 0.25 99.99 99.99 - - 0.25 0.25 1.34 1.88 5.00 4.00 Hemaraj Water Company Limited (4) 100.00 100.00 99.99 99.99 - - - - 118.15 107.46 - 21.00 SME Factory Company Limited 37.00 37.00 99.99 99.99 - - 37.00 37.00 37.21 37.25 0.05 3.33 H – Phoenix Property Company Limited (5) 480.00 785.00 99.99 99.99 - - 480.00 785.00 483.57 787.77 6.40 2.40 Hemaraj Clean Water Company Limited (6) 645.00 580.50 99.99 99.99 - - 645.00 580.50 663.72 593.81 50.31 9.03 Investments in subsidiaries - - 2,931.60 3,172.10 5,647.97 5,981.20 651.35 973.76

As at December 31, the Company’s investments using the equity method were as follows:

(1) 74.99% directly held by the Company and 25% indirectly held by Eastern Industrial Estate Company Limited. (2) H-International (BVI) Company Limited was registered in the British Virgin Islands (US. currency is used for business operation). No Thai income tax has been accrued for undistributed net income of the overseas subsidiary, since the net income are intend to be retained by the subsidiary for reinvestment purposes. (3) Hemaraj International Limited was registered in the Cayman Islands (US. currency is used for business operation). The Company obtained the information from the financial statements which were prepared by the subsidiary’s management and were not audited by an auditor. Nevertheless, its total assets and net profit presented in the financial statements were immateriality to the consolidated financial statements. (4) 99.99% indirectly held by Hemaraj Clean Water Company Limited (In 2007, 74.99% directly held by the Company and 25% indirectly held by Eastern Industrial Estate Company Limited). In 2008, the Company and Eastern Industrial Estate Company Limited had sold investment in Hemaraj Water Company Limited totally 10 million shares to Hemaraj Clean Water Company Limited for Baht 10.15 per share. (5) In the second quarter of 2009, H – Phoenix Property Company Limited had called for fully paid up capital. In the third quarter of 2009, H – Phoenix Property Company Limited registered to decrease share capital to Baht 480 million. (6) In the second quarter of 2009, Hemaraj Clean Water Company Limited had called for fully paid up capital. In 2008, the Company had established Hemaraj Clean Water Company Limited, which had the registered capital in the amount of Baht 645 million, and had paid up for share capital to Hemaraj Clean Water Company Limited, in the total amount of Baht 580.50 million of Baht 9 each.

10. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES

Annual Report 2009 Hemaraj Land And Development Public Company Limited

163

Paid-up Capital Percentage of shares held by (Million Baht) the Company (Percent) 2009 2008 2009 2008

(7) (8) (9)

- - - - - 1.00 974.76

- 7.87 - - - 9.27 660.62

35% directly held by the Company in GHECO – One Company Limited. In 2008, the Company had paid the share capital increase to GHECO – One Company Limited, in the total amount of Baht 78.40 million to maintain the existing proportion of shareholding structure. 25% directly held by the Company in SIL Industrial Land Company Limited that has held 99.99% in Rayong Industrial Land Company. 51% directly held by the Company in Houay Ho Thai Company Limited that has held 25% in Houay Ho Power Company Limited, a company registered in Lao People’s Democratic Republic (US. currency is used for business operation). The Company did not include the financial statements of Houay Ho Thai Company Limited in the consolidated financial statements since the Company is the strategic partner. Other investor has capability to operate the power plant and provides financial support for the Company to invest in Houy Ho Thai Company Limited.

651.35 973.76 9.27 1.00 34.92 45.10 695.54 1,019.86

1.00

1.40

Investments (Million Baht) Consolidated financial Separate financial statements Net booked value in the Dividend for the year ended statements (at Cost) portion of investments December 31, 2009 2008 2009 2008 2009 2008 2009 2008

Associates: Common shareholders and co-directors Cofely (Thailand) Company Limited 50.00 50.00 39.99 39.99 25.14 22.94 20.00 20.00 25.15 22.94 (Formerly known as “Elyo-H Facilities Management Limited”) GHECO – One Company Limited (7) 324.00 324.00 35.00 35.00 207.12 132.87 113.40 113.40 207.12 132.87 SIL Industrial Land Company Limited 500.00 500.00 25.00 25.00 276.01 269.03 239.75 239.75 265.03 258.06 Rayong Industrial Land Company Limited (8) 1,000.00 1,000.00 25.00 25.00 - - - - - - Houay Ho Thai Company Limited (9) 527.69 - 51.00 - 255.14 - 267.22 - 277.17 - Houay Ho Power Company Limited (9) 50.00 - 12.75 - - - - - - - (Million USD) Investments in associates 763.41 424.84 640.37 373.15 774.47 413.87 Total investments 763.41 424.84 3,571.97 3,545.25 6,422.44 6,395.07 Dividend income for the years ended December 31 Subsidiaries Related companies Other companies Total

Company

164 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Annual Report 2009 Hemaraj Land And Development Public Company Limited

11. OTHER LONG - TERM INVESTMENTS, NET

As at December 31, other long-term investments, net consisted of:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008

Investments in related parties Sriracha Harbor Public Company Limited 15,000 15,000 - - Eastern Fluid Transport Company Limited 1,500 1,500 - - Total 16,500 16,500 - - Less Provision for impairment loss on investments (15,000) (15,000) - - Other long-term investments - related parties, net 1,500 1,500 - - Others Glow IPP Company Limited 142,500 142,500 142,500 142,500 Other company 1,000 1,000 - - Total 143,500 143,500 142,500 142,500 Less Provision for impairment loss on investment (717) (717) - - Other long-term investments - others, net 142,783 142,783 142,500 142,500 Other long-term investments, net 144,283 144,283 142,500 142,500

In 2008, the Company had sold investment in Sriracha Harbor Public Company Limited totally 15 million shares to Eastern Pipeline Services Company Limited for Baht 1 per share and Eastern Pipeline Services Company Limited had set up provision for impairment loss on investment for Baht 15 million.

165

- - - -

32,740 70,897 884 104,521

- - - -

9,474 42,426 (1,068) 191 39,393 (39,393) 51,023

32,740 70,897 884 104,521

388,524 1,917,051 13,437 3,407 242,064 25,040 2,589,523

Ending

- 9,584 24 9,608

- 302,712 5,851 217 96,452 - 405,232

Beginning

- 3,545 44 3,589

- 95,949 1,569 674 15,302 - 113,494

- 13,129 68 13,197

- 392,263 7,220 891 111,754 - 512,128

Ending

(*) Land and Buildings were transferred from real estate development cost. As at December 31, 2009 and 2008, the assets for rent of the Company and the subsidiaries has been mortgaged as collateral for loans from local financial institutions and other persons.

113,494

104,811

Consolidated financial statements 2009 2008

- - - -

- (6,398) (200) - - - (6,598)

Changes in Accumulated Depreciation Depreciation Disposal/Transfer

Depreciations which included in statements of income for the years ended December 31: Cost of services

37,525 5,317 368 371 - 48,293 91,874

Changes in Cost Addition Disposal/Transfer

341,525 1,869,308 14,137 2,845 202,671 16,140 2,446,626

Beginning

As at December 31, 2009 and 2008, assets for rent, net consisted of:

Consolidated financial statements Land (*) Buildings (*) Building improvements Furniture and fixture Pipe rack Construction in progress Assets for rent, net Separate financial statements Land (*) Buildings (*) Building improvements Assets for rent, net

12. ASSETS FOR RENT, NET

32,740 57,768 816 91,324

388,524 1,524,788 6,217 2,516 130,310 25,040 2,077,395

3,589

3,112

Separate financial statements 2009 2008

32,740 61,313 860 94,913

341,525 1,566,596 8,286 2,628 106,219 16,140 2,041,394

Net Book Value Beginning Ending

(Unit : Thousand Baht)

166 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Ending

Changes in Accumulated Depreciation Beginning Depreciation Disposal/Transfer Ending

Land 4,579 - - 4,579 - - - - Buildings and structure 135,209 2,896 710 138,815 42,975 8,079 - 51,054 Building improvements 7,541 1,335 - 8,876 4,715 936 - 5,651 Furniture, fixture and equipment 179,365 11,501 5,872 196,738 104,304 17,657 (62) 121,899 Vehicles 104,196 2,421 (9,814) 96,803 60,536 14,911 (9,497) 65,950 Raw water pipe 44,380 118,333 (33,546) 129,167 6,198 6,431 - 12,629 Reservoir 26,315 - - 26,315 3,602 3,231 - 6,833 Potable water production system 100,506 - - 100,506 7,225 5,221 - 12,446 Construction in progress 21,182 32,609 (28,845) 24,946 - - - - Total 623,273 169,095 (65,623) 726,745 229,555 56,466 (9,559) 276,462 Less Reserve for impairment loss of assets * Property, plant and equipment, net

Consolidated financial statements

Beginning

Changes in Cost Addition Disposal/Transfer

As at December 31, 2009 and 2008, property, plant and equipment, net consisted of:

13. PROPERTY, PLANT AND EQUIPMENT, NET

4,579 92,234 2,826 75,061 43,660 38,182 22,713 93,281 21,182 393,718 (10,166) 383,552

4,579 87,761 3,225 74,839 30,853 116,538 19,482 88,060 24,946 450,283 (10,166) 440,117

Net Book Value Beginning Ending

(Unit : Thousand Baht)

Annual Report 2009 Hemaraj Land And Development Public Company Limited

167

Beginning

Changes in Cost Addition Disposal/Transfer Ending

Changes in Accumulated Depreciation Beginning Depreciation Disposal/Transfer Ending

Net Book Value Beginning Ending

(Unit : Thousand Baht)

* Reserve for impairment loss of assets is provided for the ceased construction in progress. As at December 31, 2009 and 2008, the land with building and structure of the Company and the subsidiaries has been mortgaged as collateral for loans from local financial institutions.

Separate financial statements Land 2,983 - - 2,983 - - - - 2,983 2,983 Buildings and structure 88,874 - - 88,874 20,201 5,706 - 25,907 68,673 62,967 Building improvements 3,482 - - 3,482 3,157 133 - 3,290 325 192 Furniture, fixture and equipment 74,823 3,428 (85) 78,166 55,028 6,506 (62) 61,472 19,795 16,694 Vehicles 48,939 744 (4,756) 44,927 35,307 5,681 (4,756) 36,232 13,632 8,695 Raw water pipe 6,008 - - 6,008 3,014 401 - 3,415 2,994 2,593 Construction in progress 724 - - 724 - - - - 724 724 Total 225,833 4,172 (4,841) 225,164 116,707 18,427 (4,818) 130,316 109,126 94,848 Less Reserve for impairment loss of assets * (724) (724) Property, plant and equipment, net 108,402 94,124 Consolidated Separate financial statements financial statements 2009 2008 2009 2008 Depreciations which included in statements of income for the years ended December 31: Cost of services 32,399 22,046 1,905 1,718 Selling and administrative expenses 24,067 24,406 16,522 17,319 Total Depreciation for the years 56,466 46,452 18,427 19,037 Cost of the property, plant and equipment which have been fully depreciated but are still in use 113,859 105,876 65,830 60,418

168 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Annual Report 2009 Hemaraj Land And Development Public Company Limited

14. LEASEHOLD LAND AND LAND HELD FOR COMMERCIAL PURPOSES, NET

As at December 31, leasehold land and land held for commercial purposes, net consisted of:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Land bank Land cost of projects suspended from developments Suspended development project costs Capitalized finance costs Leasehold land Total Less Accumulated cost of sales Accumulated costs transferred for debt settlement Loss on projects evaluation Leasehold land and land held for commercial purposes, net

10,201

1,135,711 268,452 556,119 77,077 2,047,560 (841,514)

(645,413) (245,696)

314,937

Information of leasehold land and land held for commercial purpose is as follows:Valuation Stated in the Financial Statements In 2008, the leasehold land and land held for commercial purposes have been appraised by an independent appraisal company which caused diminution from assets appraisal in 2006. The Company recorded such decline as “Provision for loss on diminution in value of real estate development cost” amounting to Baht 11.20 million in statements of income for the year ended December 31, 2008. Obligation of Assets As at December 31, 2009 and 2008, portion of land in the projects of the Company and the subsidiaries has been mortgaged as collateral for loans from local financial institutions.

15. SINKING FUND, NET

As disclosed in the Note 30 to the financial statements, the Company and its subsidiaries had entered into the joint operating agreements with the Industrial Estate Authority of Thailand (“IEAT”). The Company and its subsidiaries are committed to be a provider and to set up a fund (“Sinking Fund”) for major maintenance and replacement of utilities systems and facilities for the customers in the industrial estate. The Company and its subsidiaries had made the payment by cash and by transferring of partial piece of land for the Sinking Fund, and in addition, the Company and its subsidiaries had transferred the withdrawal rights over the Sinking fund to IEAT per the terms and conditions of such agreements. The Company and its subsidiaries have recorded the cash paid and land transferred to IEAT for the fund under Sinking Fund accounts. The amortization period of 20 years is applied on the useful future economic life of Sinking Fund under the joint contract agreements with IEAT. As at December 31, sinking fund, net consisted of: THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Sinking Fund Less Accumulated amortization Sinking fund, net

180,423 (98,063) 82,360

173,643 (92,985) 80,658

52,405 (31,191) 21,214

52,405 (29,660) 22,745

169

170

Annual Report 2009 Hemaraj Land And Development Public Company Limited

16. SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS

Short-term loans from local financial institutions As at December 31, 2009 and 2008, the Company had short-term loans from several local financial institutions in the amount of Baht 450 million and Baht 1,135 million, respectively, with interest rate as at December 31, 2009 ranging between 4.40% to 5.375% per annum. (2008 : 3.70% to 6.25% per annum) Bank overdraft As at December 31, 2009 and 2008, the Company and its subsidiaries have overdraft credit limit from local financial institutions in the amount of Baht 140 million. The interest rate is charged at MOR and MOR+0.50% per annum. Such overdraft is guaranteed by the mortgage portion of land in the projects of real estate development of the Company and its subsidiaries.

17. SHORT-TERM LOANS FROM OTHER PARTIES AND OTHER PERSONS

As at December 31, 2009 and 2008, short-term loans from other parties and other persons consisted of:

THOUSAND BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Bill of exchange discounted at 2.90-3.75 % without collateral - Other parties 380,000 - 380,000 - - Other persons 40,000 - 40,000 - Promissory note at 4.75% - 5.75% interest rate - - Other persons 30,000 30,000 - - Total short-term loans from other parties and other persons 450,000 30,000 420,000 -

18. LONG-TERM LOANS FROM RELATED PARTY

As at December 31, 2009, the Company had loans from H-International (BVI) Company Limited, an oversea subsidiary, amounting to USD 21.66 million and Baht 332.48 million (2008 : USD 21.96 million and Baht 342.58 million) which did not have the maturity date and the interest charge.

As at December 31, other long-term loans consisted of:

Term

Interest payment Interest rate per annum (%)

500.00

450.00

Balances (Million Baht) 2009 2008

Hemaraj Land and Development Public Company Limited A. Loan from local commercial bank consisted of: A.1 450 June 2008 – December 2015 28 quarterly installments, commencing from the 9th End of month Year 1-2: MLR-1.50, 400.00 month after the first drawdown. Year 3-4: MLR-1.125, Installment 1-12 : Baht 12.50 million each; Year 5: MLR–1.00 Installment 13-20 : Baht 15.00 million each; Installment 21-27 : Baht 22.50 million each; and Installment 28 : repaid all remaining balance A.2 500 December 2008 - 16 quarterly installments, commencing from March 2010. End of month MLR+0.50 500.00 Installment 1-8 : Baht 12.50 million each; December 2013 Installment 9-12 : Baht 37.50 million each; and Installment 13-16 : Baht 62.50 million each. A.3 700 March 2009 – March 2012 Repayment when mortgage of condominium is released. End of month Year 1 MLR-1.00, 589.81 Year 2 MLR-0.75, Year 3 MLR-0.50 A.4 436 December 2009 – six-month installments, commencing from the 13rd End of month MLR 280.00 December 2014 month after the first drawdown. Installment 1 : Baht 92.00 million each; Installment 2-7 : Baht 53.00 million each; Installment 8 : Baht 13.00 million each; and Installment 9 : repaid all remaining balance Or repayment when mortgage of land is released.

Loan condition Credit line Principal repayment (Million Baht) Credit period

19. OTHER LONG-TERM LOANS

Annual Report 2009 Hemaraj Land And Development Public Company Limited

171

Term

Interest payment Interest rate per annum (%)

(*) Current portion of long term loans in the separate financial statements for the years then ended December 31, 2009 and 2008 is Baht 389.81 million and Baht 50 million, respectively. Current portion of long - term loans by scheduled transfer in the separate financial statements for the years then ended December 31, 2009 is Baht 244.89 million.

A.5 1,000 Not yet start the first drawdown six-month installments, commencing from the 13rd End of month MLR month after the first drawdown. Installment 1 : Bath 208.00 million each; Installment 2-7 : Bath 122.00 million each; Installment 8 : Bath 30.00 million each; and Installment 9 : repaid all remaining balance Or repayment when mortgage of land is released. A.6 332 Not yet start the first drawdown One time repayment on the 60th month after End of month MLR the first drawdown. Or repayment when mortgage of land is released. Total 3,418 (*)

Loan condition Credit line Principal repayment (Million Baht) Credit period

- 950.00

- 1,769.81

Balances (Million Baht) 2009 2008

172 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Term

Interest payment Interest rate per annum (%)

Balances (Million Baht) 2009 2008

Eastern Seaboard Industrial Estate (Rayong) Company Limited A. Loan from local commercial banks consisted of: A.1 300 January 2009 - Quarterly installments, Baht 12.00 million each, End of month MLR-0.75 103.06 December 2010 commencing from March 2009. Or repayment when mortgage of land is released. December 2003 - Repayment when mortgage of land is released. End of month Year 1-3: MLR-2.00, 151.06 December 2008 Year 4-5: MLR-1.00 A.2 50 July 2005 - July 2011 60 months installments, Baht 0.84 million each, End of month Year 1-2: MLR-1.75, 10.70 20.72 commencing from the 13th month after the first drawdown, Year 3-4: MLR-1.25, and the remaining will be repaid in the last period. Year 5-6: MLR-1.00 A.3 80 December 2006 - Quarterly installments, Baht 5 million each, commencing End of month Year 1: MLR-1.00, 15.73 35.73 December 2011 from the 15th month after the first drawdown. Year 2: MLR-0.75, Year 3: MLR-0.50, Year 4-5: MLR A.4 255 July 2007 â&#x20AC;&#x201C; July 2012 48 months installments, Baht 5.32 million each End of month Year 1-2: MLR-1.00, - 62.68 commencing from the month of grace period. Year 3-5: MLR-0.50 Or repayment when mortgage of land and construction is released. A.5 175 September 2008 â&#x20AC;&#x201C; 25 quarterly installments, Baht 7.0 million each, End of month MLR-1.50 118.00 125.00 September 2015 commencing from the 13th month after the first drawdown and the remaining will be repaid in the last period. Or repayment when mortgage of land and construction is released.

Loan condition Credit line Principal repayment (Million Baht) Credit period

Annual Report 2009 Hemaraj Land And Development Public Company Limited

173

Term

Interest payment Interest rate per annum (%)

Balances (Million Baht) 2009 2008

B. Loans from other persons consisted of: B.1 63 March 2008 - March 2011 Quarterly installments, Baht 3 million each, commencing End of month MLR-0.875 of from September 2008. Kasikornbank Plc. 45.00 57.00 Total 923 292.49 452.19 Hemaraj Eastern Seaboard Industrial Estate Company Limited A. Loan from local commercial bank consisted of: A.1 800 December 2005 - Repayment when mortgage of land is released. End of month MLR-1.00 228.30 313.44 December 2010 A.2 245 June 2007 â&#x20AC;&#x201C; June 2012 2 years grace period, quarterly installments, End of month MLR-1.00 196.92 237.76 Baht 20.42 million each, commencing from year 3. The debt must be fully repaid within 5 years since the contract date. Or repayment when mortgage of land is released. A.3 245 November 2008 â&#x20AC;&#x201C; 24 quaterly installments, Baht 12.09 million each, End of month MLR-1.00 232.91 - November 2015 commencing from the 13th month after contract date. Or repayment when mortgage of land and construction is released. B. Loans from other company consisted of: B.1 800 November 2004 - 10 installments every 6 months, Baht 80 million each, End of month Average MLR+1.00 of - 279.53 November 2011 commencing from May 2007. Or repayment when Kasikornbank Plc., mortgage of land is released. Bangkok Bank Plc. and Krungthai Bank Plc. Total 2,090 658.13 830.73

Loan condition Credit line Principal repayment (Million Baht) Credit period

174 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Term

Interest payment Interest rate per annum (%)

Such other long-term loans are guaranteed by the mortgage of most of land in the real estate development projects and assets for rent of the Company and its subsidiaries. * Current portion of long - term loans by scheduled transfer is estimated from the loans payments to the financial institutions for the land title deed to be transferred in accordance with the loans contracts.

56.10 2,289.02 (308.84) (127.25) 1,852.93

56.10

Balances (Million Baht) 2009 2008

Eastern Industrial Estate Company Limited A. Loan from local commercial bank consisted of: A.1 300 May 2009 – May 2012 12 quaterly installments, Baht 37.50 million each. End of month Year 1 MLR-1, 129.81 Or repayment when mortgage of land is released. Year 2-3 MLR-0.75 Total 300 129.81 Hemaraj Water Company Limited A. Loan from local commercial bank consisted of: A.1 80 December 2006 – 60 months installments, Baht 1.34 million each, End of month Year 1-2: MLR-0.50, 40.02 December 2012 commencing from the 13th month after the contract Year 3 onwards: MLR–0.25 signed date, and the remaining will be repaid in the last period. Total 80 40.02 Grand total 6,143 2,890.26 Less Current portion of other long-term loans (719.48) Current portion of long - term loans by scheduled transfer * (311.64) Other long-term loans, net 1,859.14

Loan condition Credit line Principal repayment (Million Baht) Credit period

Annual Report 2009 Hemaraj Land And Development Public Company Limited

175

176

Annual Report 2009 Hemaraj Land And Development Public Company Limited

20. WARRANTS

According to the resolutions of the Annual General Meeting of Shareholders dated April 30, 1999, the Company issued 141,531,150 warrants to the existing shareholders and specific investors, at the unit price of Baht 0.1. Total cash received from offer of warrants was in the approximate amount of Baht 14.15 million. The Company registered its warrants with the Stock Exchange of Thailand (“SET”) as listed securities and the warrants were approved by the SET to be listed securities from December 15, 1999 onwards. The Extraordinary Ordinary Meeting of Shareholders No. 1/2001 of the Company held on December 28, 2001 approved the extension of exercised period to 10 years from the issuing date, which will be ended within September 30, 2009 and for the adjustment of exercised price to Baht 3 per share. Subsequently, the Board of Directors’ Meeting No. 1/2002 held on February 20, 2002 approved the adjustment to the numbers of the existing warrants with the additional ratio of 2.33333 units per each 1 existing warrant, in accordance with the announcement of the Office of the Securities and Exchange Commission regarding guidelines on the adjustment to the exercise price/exercise ratio of warrants. The warrants after the adjustment were 471,686,471 units with the exercise ratio of 1 ordinary share per each warrant and exercise price of Baht 3 per share. The Board of Directors’ Meeting No. 7/2003 held on September 15, 2003 had passed the resolution in accordance with the provision for the adjustments of warrant exercise ratio as stipulated by the Prospectus that would be changed from 1:1 to be one warrant exercisable to 1.05918 ordinary shares. The Company did not adjust the exercise price, however the Company brought forward the adjustment to be included in following adjustments of rights. The above adjustments would take immediate effect on the first date of the ordinary shares offering. Accordingly, the Extra-Ordinary Meeting of Shareholders held on October 16, 2003 had passed the resolution of the adjustments of the Company’s par value, resulting in the exercise ratio changing from 1 : 1.05918 to be one warrant exercisable to 10.5918 ordinary shares at the exercise price of Baht 0.283 per share. According to the SEC’s Notification regarding guideline relating to adjustments of the exercise price/ratio of warrants, it allows the Company to adjust the number of warrants rather than to adjust the exercise ratio. Therefore, the Company chose to adjust the number of warrants which resulting that the number of warrants increased from 427,084,638 to 4,527,831,794. Consequently, the warrants had the same exercise ratio at one warrant exercisable to purchase one ordinary share at Baht 0.283 per share. As at December 31, 2008 there were outstanding 327,547,899 units of unexercised warrants. As at September 30, 2009, there were outstanding 4,202,737 units of unexercised warrants which is no longer being registered security in the Stock Exchange of Thailand since September 16, 2009 and can no longer be exercised.

21. STATUTORY RESERVE AND DIVIDEND

Statutory Reserve of the Company Under the Public Limited Company Act B.E. 2535, the Company is required to set aside as a statutory reserve at least 5% of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10% of the registered share capital. The statutory reserve is not available for dividend distributions. As at December 31, 2009 and 2008, the Company had allocated profit amount of Baht 29.83 million and Baht 41.17 million, respectively as a statutory reserve. Statutory Reserve of the Subsidiaries Under the Civil and Commercial Code, the subsidiaries are required to set aside as a statutory reserve at least 5% of its net profit every dividend declaration until the reserve reaches 10% of the registered share capital. The statutory reserve is not available for dividend distributions.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

As at December 31, 2009 and 2008, the subsidiaries had allocated profit amount of Baht 37.98 million and Baht 3.96 million as a statutory reserve, respectively. Dividend

Dividend

Approved by

Dividend paid Dividend (Million Baht) per share Payment date

2009 Dividend from the profit The Board of Directors’ Meeting 328.36 0.035 May 15,2009 of year 2008 on February 27, 2009 and the 2009 Annual General Meeting of Shareholders on April 29, 2009 Total dividend paid during year 2009 328.36 0.035 2008 Dividend from the profit The 2008 Annual General Meeting 375.03 0.040 May 15, 2008 of year 2007 of Shareholders on April 29, 2008 Interim dividend The Board of Directors’ Meeting 328.35 0.035 December 12,2008 for year 2008 on November 13, 2008 Total dividend paid during year 2008 703.38 0.075

22. INCOME FROM INCREASE OF SALABLE AREA

In 2008, the Company has recorded income from the increase of the change from utility area to salable area approved by Industrial Estate Authority of Thailand, in amount of Baht 76.67 million. The effect of this change has been presented in the statements of income.

23. DIRECTORS’ REMUNERATION

For the years ended December 31, directors’ remuneration consisting of meeting fee and annual compensation of director and sub-committee were as follows:

MILLION BAHT 2009 2008 Hemaraj Land and Development Public Company Limited Eastern Seaboard Industrial Estate (Rayong) Company Limited Total

24. PROVIDENT FUND

15.80 8.54 24.34

16.92 12.39 29.31

The Company and its 5 subsidiaries which are Eastern Industrial Estate Company Limited, Eastern Seaboard Industrial Estate (Rayong) Company Limited, Eastern Pipeline Services Company Limited, H - Construction Management and Engineering Company Limited and H - Phoenix Property Company Limited, jointly established the provident fund under the Provident Fund Act B.E. 2530, named “Hemaraj Provident Fund”, to provide membership for their employees. According to regulations of the fund, member and the Company contributes 4% - 10% of employees’ monthly salaries, depending on the working period. Members are entitled to their whole contributions plus net benefit thereon, and the Company’s contributions plus benefits thereon at the rates, depending on their working period. The provident fund is managed by Tisco Asset Management Company Limited. During 2009 and 2008, the Company and the above subsidiaries had contributed to provident fund in the total amount of Baht 9.01 million and 8.41 million (Separate financial statements: Baht 4.09 million and Baht 3.85 million), respectively.

177

178

Annual Report 2009 Hemaraj Land And Development Public Company Limited

25. EXPENSE BY NATURE

The major expenses by nature for the years ended December 31, were as follows:

MILLION BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Changes in cost of real estate developments (385.37) Investment in cost of real estate developments 800.89 Capitalized finance costs 64.04 Investment in cost of real estate developments and capitalized (79.17) Employee related expenses 226.72 Depreciation and amortization 175.04 Transfer fee and specific business tax 1.32 Share option cancellation expenses - Written-off deposit for land purchase - Loss from sales of investments in other companies - Provision for loss on diminution in value of real estate development cost - Loss (gain) from exchange rate (0.03)

79.67

(160.97)

(184.60)

2,089.69 114.03

142.76 4.12

461.19 6.95

(262.11) 245.95 155.80 9.54 40.00 32.83

- 110.09 23.55 (0.06) - -

(25.67) 111.80 23.68 0.90 40.00 32.83

31.84

11.20 0.06

- (33.98)

16.84 11.20 27.27

26. CORPORATE INCOME TAX

The Company and its subsidiaries record corporate income tax for real estate business according to the accounting principle on basis of the percentage of completion for recognition of real estate sales and cost, and compute the corporate income tax in compliance with the Revenue Code on the basis of installments due. The company and subsidiaries will review the difference at the end of fiscal year. Corporate income tax for the years ended December 31, were as follows:

MILLION BAHT CONSOLIDATED SEPARATE FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2009 2008 2009 2008 Corporate income tax in compliance (46.79) with the accounting purposes Corporate income tax in compliance with the 87.90 Revenue Code

98.14

(102.30)

279.12

34.32

- 153.86

Annual Report 2009 Hemaraj Land And Development Public Company Limited

27. EARNINGS PER SHARE COMPUTATION

Earnings per share computation in the consolidated and the separate financial statements for the years ended December 31, consisted of:

CONSOLIDATED FINANCIAL STATEMENTS Weighted average Net profit number of ordinary shares Earnings per share 2009 2008 2009 2008 2009 2008 Thousand Baht Thousand Baht Thousand Shares Thousand Shares Baht Baht Basic earnings per share Net profit 575,239 1,342,024 9,482,857 9,373,467 0.06 0.14 The effect of potential ordinary shares from warrants Number of shares that would have been issued without consideration on the average fair value of ordinary shares in excess of the exercise price - 242,169 Diluted earnings per share Net profit attributable to ordinary shareholders in case of all warrants being exercised 575,239 1,342,024 9,482,857 9,615,636 0.06 0.14

SEPARATE FINANCIAL STATEMENTS Weighted average Net profit number of ordinary shares Earnings per share 2009 2008 2009 2008 2009 2008 Thousand Baht Thousand Baht Thousand Shares Thousand Shares Baht Baht Basic earnings per share Net profit 596,538 823,440 9,482,857 9,373,467 0.06 0.09 The effect of potential ordinary shares from warrants Number of shares that would have been issued without consideration on the average fair value of ordinary shares in excess of the exercise price - 242,169 Diluted earnings per share Net profit attributable to ordinary shareholders in case of all warrants being exercised 596,538 823,440 9,482,857 9,615,636 0.06 0.09

179

6,371.98 314.94 1,922.04 244.19 4,340.96 13,194.11

Cost of real estate developments, net Leasehold land and land held for commercial purposes, net Assets for rent, net Property, plant and equipment, net Other assets Total Assets

- - 155.35 195.93 114.72 466.00

Domestic Real Estate Others - - - - 20.56 20.56

Overseas Holding Company

2009

6,371.98 314.94 2,077.39 440.12 4,476.24 13,680.67

Total 5,930.41 314.94 1,919.03 272.34 4,862.03 13,298.75

- - 122.36 111.22 173.60 407.18

Domestic Real Estate Others

MILLION BAHT

As of December 31, business segment information in the consolidated balance sheets classified by domestic and overseas business was as follows:

28. BUSINESS SEGMENT INFORMATION

- - - - 6.41 6.41

5,930.41 314.94 2,041.39 383.56 5,042.04 13,712.34

Overseas Holding Company Total

2008

180 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Domestic Real Estate Others

Overseas Holding Company

2009

Sales of land 688.62 - - Sales of pre-fabricated factories 42.78 - - Sales of condominiums (57.47) - - Service income 952.01 423.82 - Income from increase of salable area - - - Total Sales and Services income 1,625.94 423.82 - Profit (loss) from operations 167.82 305.14 (5.25) Other income 172.32 0.60 - Loss on sales of investment - - - Adjustment of accrual for transfer fee and specific business tax - - - Gain (loss) on exchange rate 0.03 - - Director remuneration (25.44) - - Share option cancellation expenses - - - Provision for loss on diminution in value of leasehold land and land held for commercial purposes - - - Share of profit from investments for using the equity method - associates 80.62 - - Finance costs (140.94) (2.82) - Income tax expenses 62.40 (15.60) - Profit (loss) after tax 316.81 287.32 (5.25) Net profit of minority interest Net profit

(11.20)

- - - 279.83 - 279.83 171.68 0.56 (15.00) - - - -

- - - - - - (8.22) - - - - - -

28.59 (136.95) (98.14) 1,463.66 (121.64) 1,342.02

(11.20)

2,847.74 235.54 146.29 1,262.36 76.67 4,568.60 1,368.66 165.68 (31.84) 248.23 (0.06) (29.31) (40.00)

Overseas Holding Company Total

2008

80.62 28.59 - - (143.76) (132.71) (4.24) - 46.80 (82.62) (15.52) - 598.88 1,334.40 137.48 (8.22) (23.64) 575.24

2,847.74 235.54 146.29 982.53 76.67 4,288.77 1,205.20 165.12 (16.84) 248.23 (0.06) (29.31) (40.00)

688.62 42.78 (57.47) 1,375.83 - 2,049.76 467.71 172.92 - - 0.03 (25.44) -

Total

Domestic Real Estate Others

MILLION BAHT

The operation information of the consolidated statements of income, for the years ended December 31, classified by domestic and overseas business were as follows:

Annual Report 2009 Hemaraj Land And Development Public Company Limited

181

182

Annual Report 2009 Hemaraj Land And Development Public Company Limited

29. PLEDGED ASSETS

As of December 31, 2009, pledged assets were as follows: Hemaraj Land and Development Public Company Limited 1. Time deposit of Baht 2,059.90 million has been pledged as collateral against shareholders’ agreement of the Company with financial institution for the project of GHECO - One Company Limited. 2. The ordinary shares of Hemaraj Eastern Seaboard Industrial Estate Company Limited, a subsidiary, have been pledged with lenders secured for loans obtained by that subsidiary. 3. 11.34 million ordinary shares of GHECO - One Company Limited have been pledged with the lender secured for loan obtained by that company. 4. 14.25 million ordinary shares of Glow IPP Company Limited have been pledged with the lender secured for loan obtained by that company. 5. The partial land and attachments have been mortgaged as collateral for loans from local commercial banks and financial institution. 6. The Company had mortgaged their residential condominium in the Company’s project as collateral for the Company’s loan from a local commercial bank. 7. The Company had mortgaged their condominium office units as collateral for the Company’s loan from a local commercial bank. Eastern Industrial Estate Company Limited The Company’s majority land has been mortgaged as collateral for long-term loans from a local commercial bank. Eastern Seaboard Industrial Estate (Rayong) Company Limited 1. Time deposit of Baht 0.05 million has been pledged as security for public utility services. 2. The majority of the Company’s land and pre-fabricated factories has been mortgaged as collateral for overdrafts and loans from one commercial bank. 3. Partial land and micro pre-fabricated factories of the company have been mortgaged as collateral for loans from other person. Hemaraj Eastern Seaboard Industrial Estate Company Limited The Company’s partial land and pre-fabricated factories has been mortgaged as collateral for the Company and Parent company’s long-term loans from local commercial bank. H - Phoenix Property Company Limited The Company had mortgaged their condominium office units as collateral for the Parent company’s loan from a local commercial bank.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

30. COMMITMENTS UNDER AGREEMENTS

As of December 31, 2009, commitments under agreements were as follows: The Company and its subsidiaries have participated in the establishment industrial estate with the Industrial Estate Authority of Thailand (“IEAT”) as the joint operation agreements as follows: 1. Hemaraj Chonburi Industrial Estate in Phase 1 and Phase 2 according to the joint operation agreements dated July 5 and December 29, 1989 respectively. On October 31, 2001, the Company entered into the amendment to such joint operation agreements with IEAT. On March 29, 2005, the Company combined such agreement into one joint operation agreement. 2. Hemaraj Eastern Industrial Estate (Map Ta Phut) according to the joint operation agreement dated December 27, 1989. On October 31, 2001, the subsidiary entered into the amendment to such joint operation agreements with IEAT. On March 29, 2005, the Subsidiary combined such agreement into one joint operation agreement. 3. Eastern Seaboard Industrial Estate (Rayong) according to the joint operation agreement No. 1/2539 and 1/2540. 4. Hemraj Eastern Seaboard Industrial Estate according to the joint operation agreement No. 1/2542 (TS 21). The major conditions are summarized as follows: 1. The Company shall provide utilities systems and facilities to the entrepreneurs in the industrial estate with payment of expenses on its participation in the procedures to the IEAT. 2. The Company shall not transfer assets, component part and equipment as well as utilities systems and facilities to the IEAT. 3. The Company shall provide a fund for the maintenance and construction of utilities systems and facilities in the industrial estate (“Sinking Fund”). Hemaraj Land and Development Public Company Limited 1. The Company acquired 5% investment in the amount of Baht 142.5 million in Glow IPP Company Limited and has to maintain the 5% investment ratio to comply with the conditions with Electricity Generating Authority of Thailand. 2. The Company has commitment under construction and infrastructure contracts for the Company’s condominium project, with the remaining commitment balance amounting to Baht 0.36 million. 3. The Company has commitment from entering a purchase and sale contract in a project in amount of Baht 328.30 million. The Company has already paid Baht 32.83 million deposits. In 2008, the Company had written-off the deposit for land purchase in the amount of Baht 32.83 million because of the expiration of such land purchase. 4. In 2007, the Company has entered the partnership agreement to purchase golf member, in the amount of Baht 127.66 million, to support the marketing activities of the company with the remaining commitment balance amounting to Baht 4.97 million. Such memberships have to be transferred within 3 years from the contract date. 5. The Company acquired 35% investment in the amount of Baht 114 million in GHECO-One Company Limited. The Company has commitment to pay for capital increase and grant loan to that company in proportion to the shareholders’ participation. GHECO-One Company Limited entered into a power sale and purchase agreement (PPA) with EGAT on September 10, 2008 where GHECO-One shall supply all its electricity production to EGAT for 25 years from the Commercial Operation Date (COD) under the IPP Program. In addition, GHECO-One Company Limited had pledged the bid bond of USD 10 million to guarantee the bidding with Electricity Generating Authority of Thailand. The electricity generating plant is in the process of construction and guarantee by the company in the portion of investment.

183

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Annual Report 2009 Hemaraj Land And Development Public Company Limited

The total project cost of GHECO-One Company Limited is estimated at USD 1,170 million or Baht 38,991 million which require investment from shareholders in the amount of approximately Baht 13,500 million. The Company has commitment to invest in proportion to the shareholders’ participation 35% being Baht 4,750 million. GHECO-One Company Limited is funded by local and international financial institutions of approximately of USD 460 million and Baht 9,960 million with the condition that the Company shall provided deposit or bank letter of credit in the amount of Baht 2,259.90 million to guarantee the joint venture agreement of the Company and the Company shall pledge the ordinary shares of GHECO-One Company Limited with the lender secured for this project loan. 6. The company has commitment to transfer its investment in Glow IPP Company Limited’s shares, with the consent of Glow IPP Company Limited’s lenders, equivalent to the default amount under loan agreement with Glow Company Limited to support for investment in Houay Ho project, in case of default by the company and Glow Company Limited exercise the enforcement event. Eastern Seaboard Industrial Estate (Rayong) Company Limited The Company has obligations, under a joint-investment agreement with Hemaraj Land and Development Public Company Limited and another company, that the company has to pay commission on sales of land and management fee to Hemaraj Land and Development Public Company Limited based on revenues from sales of land, public utility service providing and lease of factories. Hemaraj Eastern Seaboard Industrial Estate Company Limited The Company has commitment under construction contracts to construct pre-fabricated factories and utilities system, with the remaining commitment balance amounting to Baht 149.91 million. Hemaraj Clean Water Company Limited The Company has commitment under construction contracts in utilities system, with the remaining commitment balance amounting to Baht 78.56 million.

31. COMMITMENTS AND CONTINGENT LIABILITIES

As of December 31, 2009, commitments and contingent liabilities consisted of: 1. The Company and its subsidiaries have entered into land sale and purchase contracts, which the contract term requires the Company and its subsidiaries to contingently liable to repay deposits and installments in the event that buyers are unable to obtain satisfactory approvals from the Board of Investment and/or the IEAT to set up their operations. 2. The Company and its subsidiaries have obligation regarding guarantee of the loan agreement of the Company and its subsidiaries in the total credit line of Baht 5,882 million. (Separate financial statements : Baht 2,434 million) 3. The Company and its subsidiaries have obligations regarding guarantee of the hire purchase agreements of its related companies in the total credit line of Baht 6.00 million. (Separate financial statements : Baht 0.41 million) 4. The Company and its subsidiaries have obligations regarding guarantee and under condition of the letters of guarantee issued by the banks for their performance under the joint operation agreements with the Industrial Estate Authority of Thailand, their compliance with the agreement made with the Customs House in the free tax area, the construction of utilities under land sale contract, the construction of utility and power substation, and their performance under the raw water purchase agreement and others in the total amount of Baht 623.17 million. (Separate financial statements : Baht 218.05 million).

Annual Report 2009 Hemaraj Land And Development Public Company Limited

32. THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS RESOLUTION ABOUT DEBENTURES

The Extraordinary General Meeting of Shareholders of Hemaraj Land and Development Public Company Limited no 1/2550 on September 11, 2007 had resolved to issue and sale of debentures with the primary details as follows was approved: Primary Details : Secured or unsecured debentures with/without trustee. Type Denomination : Thai Baht and/or any other currencies. Total value : Up to Baht 6,000,000,000 or in other currency equivalent to it. Term : Up to 10 years from the date of issue. Offering : Public offering and/or private placement and/or offering to institutional investors in one or several tranches from time to time pursuant to the relevant notifications of the Securities and Exchange Commission. Early redemption : The early redemption of debentures is an option for both the debenture holders and the Company (as the issuer) this is subject to the terms and conditions of each offering. Other details and conditions relating to the issue and offer of debentures, such as type, number of debentures to be offered in each tranche, term, offering method, face value, purpose and use of process, offering price, interest rate, and interest payment shall be determined at the discretion of the Board of Directors.

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33. PROMOTIONAL PRIVILEGES

The Company and its 5 subsidiaries have been granted promotional certificates under the Investment Promotion Act, B.E. 2520 as follows:

Major Privileges Area/units obtained Exemption from Reduction of Date obtained for promotional for promotional corporate 50% of corporate privilege privilege income tax (***) income tax (****)

Hemaraj Land and Development Public Company Limited A. Industrial Estate Business A.1 December 29, 1988 1,500 Rai 7 years (*) 5 years (*) A.2 February 15, 1990 2,000 Rai 7 years (*) None A.3 July 25, 2001 1,282 Rai 7 years (**) None B. Industrial Factory Development Business B.1 June 21, 2000 11 Units 7 years None Eastern Industrial Estate Company Limited A. Industrial Estate Business A.1 May 8, 1989 626 Rai 5 years (*) 5 years (*) September 23, 1992 1,850 Rai 8 years (*) 5 years (*) (Extension) A.2 November 27, 2002 1,240 Rai 8 years 5 years A.3 March 17, 2009 576 Rai 8 years 5 years Eastern Seaboard Industrial Estate (Rayong) Company Limited A. Industrial Estate Business A.1 June 21, 1995 2,063 Rai 8 years (*) 5 years (*) August 9, 1996 1,532 Rai 8 years (*) 5 years (*) (Extension) A.2 October 27, 1997 2,466 Rai 8 years 5 years July 31, 2000 325 Rai 8 years 5 years (Extension) A.3 July 25, 2001 716 Rai 7 years None A.4 December 8, 2004 1,020 Rai 8 years 5 years A.5 October 17, 2007 520 Rai 8 years 5 years B. Industrial Factory Development Business B.1 January 19, 2000 22 Units 8 years (*) 5 years B.2 June 21, 2000 13 Units 8 years 5 years B.3 November 29, 2000 12 Units 8 years 5 years B.4 January 16, 2002 51 Units 8 years 5 years B.5 March 27, 2002 22 Units 8 years 5 years B.6 September 7, 2006 6 Units 8 years 5 years B.7 March 23, 2007 7 Units 8 years 5 years

Annual Report 2009 Hemaraj Land And Development Public Company Limited

Major Privileges Area/units obtained Exemption from Reduction of Date obtained for promotional for promotional corporate 50% of corporate privilege privilege income tax (***) income tax (****)

Hemaraj Eastern Seaboard Industrial Estate Company Limited A. Industrial Estate Business A.1 May 22, 1997 1,407 Rai 8 years 5 years A.2 May 22, 1997 1,375 Rai 8 years 5 years A.3 May 22, 1997 1,485 Rai 8 years 5 years A.4 September 26, 1996 1,653 Rai 8 years 5 years A.5 January 11, 2008 1,500 Rai 8 years 5 years B. Industrial Factory Development Business B.1 August 14, 2007 13 Units 8 years 5 years B.2 December 29, 2008 1 Unit 8 years 5 years B.3 December 30, 2009 1 Unit 8 years 5 years B.4 December 30, 2009 1 Unit 8 years 5 years B.5 December 30, 2009 1 Unit 8 years 5 years Hemaraj Water Company Limited A. Utility and Other Services Business A.1 October 25, 2005 12.27 million 8 years 5 years cubic meters SME Factory Company Limited A. Industrial Factory Development Business A.1 May 21, 2007 3 Units 7 years None * Major Privilege was expired. ** Major Privilege still not started because the Company has not earned the revenues yet. *** Starting from the first revenue recognised date. **** Starting from the exemption from corporate income tax is expired. For the years ended December 31, domestic revenues were classified into the promoted and the non-promoted businesses as follows: BOI 2009 2008

THOUSAND BAHT NON-BOI 2009 2008

TOTAL 2009

2008

Consolidated financial statements Revenue from sales Lands 653,624.67 2,836,588.83 34,993.72 11,146.21 688,618.39 2,847,735.04 Industrial factories 42,776.20 111,123.86 - 124,421.00 42,776.20 235,544.86 Condominiums - - (57,472.77) 146,294.59 (57,472.77) 146,294.59 Service income 551,466.54 507,264.65 824,365.13 755,089.21 1,375,831.67 1,262,353.86 Total 1,247,867.41 3,454,977.34 801,886.08 1,036,951.01 2,049,753.49 4,491,928.35 Separate financial statements Revenue from sales Lands - - 1,199.91 9,779.26 1,199.91 9,779.26 Industrial factories - - - - - - Condominiums - - (57,472.77) 146,294.59 (57,472.77) 146,294.59 Service income - - 156,260.76 131,966.05 156,260.76 131,966.05 Total - - 99,987.90 288,039.90 99,987.90 288,039.90

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34. FINANCIAL INSTRUMENTS

Risk Management Policy Exposure to interest rate and currency risk arises in normal course of the Hemaraj Group’s business. These are subject to the risk of market rates changing subsequent to the transaction date. The Hemaraj Group’s policy on interest rate risk and currency risk hedging is as follows: A. Maintaining proportions of domestic and foreign borrowings; B. Borrowing loans at fixed and floating interest rates; C. Pledging assets as collateral against loans. The Hemaraj Group has no policy to speculate on or engage in the trading of any off-balance-sheet derivative financial statements. Fair Value of Financial Instruments Except as disclosed in Note 3 to the financial statements, fair value of significant financial instruments consists of: A. Fair value of cash and cash equivalents, deposits for investment, account receivables, bank overdrafts and loans from financial institutions, account payables and accrued expenses are approximately equal to the carrying amount because of short maturity of these instruments. B. Fair value of short-term investments in available-for-sale securities is equal to the market value. C. Fair value of short-term loans and advances to related parties, loans to related parties, other loans, short-term loans and advances from related parties, amount due to and loans from related parties could not be determined since the repayment period is not specified.

35. SUBSEQUENT EVENTS

The Board of Directors’ Meeting of Hemaraj Land and Development Public Company Limited No. 1/2010 held on February 26, 2010 recommended payment of a final dividend of another Baht 0.03 per share to be considered and approved at the Annual General Meeting of Shareholders of the Company.

36. APPROVAL OF FINANCIAL STATEMENTS

These financial statements have been approved by the Company’s Board of Directors on February 26, 2010.

Annual Report 2009 Hemaraj Land And Development Public Company Limited

SHAREHOLDING & ORGANIZATION STRUCTURE Top Ten of Hemaraj Land and Developmentâ&#x20AC;&#x2122;s Shareholders as at 17/3/09 No. Major Shareholders No. of Shares

1 2 3 4 5 6 7 8 9 10

Miss Phenpunnee Horrungruang 1,082,223,870 Credit Agricole (Suisse) SA, Singapore Branch 849,906,389 Nomura Singapore Limited â&#x20AC;&#x201C; Customer Segregated Account 643,484,500 EFG Bank 546,500,000 Mrs. Kanokkarn Siriratanapan 463,106,400 Chase Nominees Limited 42 440,724,327 Mr. Abdhulor Kanda 426,454,200 Mr. Sombat Tepsatist 417,567,600 Miss Kanda Korakochsakulwong 415,266,800 Chase Nominee Limited 1 336,172,395

% of Total Issued Share

11.54 9.06 6.86 5.83 4.94 4.70 4.55 4.45 4.43 3.58

Shareholders Board of Directors Nominating Committee

Audit Committee

Corporate Governance Committee Executive Committee President & CEO Internal Audit

Senior Vice President

Executive Vice President

Industrial Customer Development

Small Power&Water Project Planning

Industrial Estate Operations

Information System & Services

Industrial Estate Development

Corporate Marketing Corporate Planning & Investor Relations

Residential Customer Development Residential Project Planning

Finance

Accounting & Legal

Procurement

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TRANSACTIONS WITH RELATED PARTIES Necessity and Reasonableness of Related Transactions

The related transactions between the Company and its subsidiaries, affiliated companies, related companies and/or the third party generally are from normal course of businesses which will be considered based on the reasonable market prevailing rate. The transactions will be approved by the Board of Directors, Executive Committee or top management as the case may be, including to be reviewed by the Audit Committee in compliance with the rules stated by the Stock Exchange of Thailand (SET), Securities and Exchange Commission (SEC), as well as Thai Accounting Standards in relation to information disclosure and practices of listed companies in connected transactions, announced by the Federation of Accounting Profession.

Audit Committee’s Opinion in relation with Related Transactions

By having considered and reviewed the disclosure of related-party transactions among the Company and its group with the Company’s internal auditor, external auditor and the Management, the Committee has the opinion that the disclosure of the related transactions was adequate, correct and in compliance with related laws and the regulations of SET, SEC, the Company’s objective, and Thai Accounting Standards in relation to information disclosure and practices of listed companies in related transactions, announced by the Federation of Accounting Profession. Approval Measures or Procedures of Related Transactions Future related transactions will be considered and approved by the Management, Executive Committee, Board of Directors, or Shareholders’ Meeting, whichever the case maybe according to the Company’s rules and regulations. Meanwhile, prices and other conditions shall be conducted as part of normal of business with reasonable market prevailing rate as if the transaction is made with the third party where directors or staff with an interest in such transaction must not participate in the approval process. The transactions will be audited and reviewed by external auditor, internal auditor, and the Audit Committee of the Company. The Company shall disclose the transaction details in compliance with related laws and the regulations of SET, SEC, the Company’s objective, and Thai Accounting Standards in relation to information disclosure and practices of listed companies in connected transactions, announced by the Federation of Accounting Profession. In compliance with Securities and Exchange Act (Amended) effective in 2008, the Company has added the rules in relation with any related transactions which are from the normal course of business in order not to obstruct the business operations as follows: 1. For any future related transactions between the Company and its subsidiary companies, affiliated companies, related companies, directors, management, and/or the third party which is a normal course of business, the Management can approve the said transaction by having the terms and conditions the same as part of the normal course of business in the same manner as the Company will conduct with the third party without having any influence from directors, management, or related persons. 2. The Company shall summarize the list of related transactions which has the amount over than 3% of Net Tangible Asset to present to the Board of Directors every quarter.

Necessity/Opinion of Audit Committee

(Unit: Thousand Baht)

- The Company provides Management - Management Fee at 5%-8% of Revenue Services. - The Company’s subsidiary provides - Management Fee is at the market rate. Design and Construction Management Services.

- The Company provides Management - Management Fee at 5%-8% of Revenue Services - The Company’s subsidiary provides - Management Fee is at the market rate. Design and Construction Management Services.

- The Company obtains preventive Utilities Rate is at the market rate. maintenance services and repairing Loan from Company is proportionate services for SME Factories and to other Shareholders. Industrial Estates from the Associates. - The Company provides Utilities Services to the Associates. - The Company provides Loan to the Associates as the Shareholders according to its shareholding structure with an interest rate at MLR of a commercial bank. The interest is paid monthly.

Connected Persons/ Description of Relationship Transaction Amount Description Type of Business

1 Associates: 1.1 Cofely (Thailand) Management - The Company holds 39.99% Loan to - There are 3 company’s directors who are - Principal and Acc. Int. Income Limited - (Previously named Elyo-H Facilities the director and the executive director in Beginning Balance Management Limited) an associated company which is consist Principal during the year 5,600 of Mr. David Richard Nardone, Acc. Int. Income during the year 137 Mr. Vivat Jiratikarnsakul, and Received during the year (109) Ms. Pattama Horrungruang Ending Banlance 5,628 Facilities Management Services - Mr. Khamhoung Ratsamany is also - Cost of Service 1,205 a director in an associated company - Service Income 13 1.2 SIL Industrial Land Company Limited - The Company holds 25 % Industrial Estate Development - There are 2 company’s directors who are - Service Income 16,411 the director and the executive director in - Trade account receivables an associated company which is consist B/F 2,030 of Mr. David Richard Nardone and During the year 17,045 Mr. Vivat Jiratikarnsakul C/F 1,396 1.3 Rayong Industrial Land - The Company holds 25% ( indirectly) - Service Income 16,773 Company Limited through the hand of SIL Industrial - Trade account receivables Industrial Estate Development Land Company Limited B/F 1,408 - There are 2 company’s directors who During the year 17,309 are the director and the executive director C/F 872 in an associated company which is consist of Mr. David Richard Nardone and Mr. Vivat Jiratikarnsakul

As of December 31,2009, the Company and subsidiaries had the outstanding balances and showed revenue/expenses transactions of year 2009 with associated and related parties as follows:

Annual Report 2009 Hemaraj Land And Development Public Company Limited

191

Necessity/Opinion of Audit Committee

In 1996, The Company provided loan - The outstanding amount is a result to as a shareholder (15% holding) for from the loan granted as deem necessary Baht 20 million with interest rate of at that point of time and the interest rate 15.5% which was the market rate is charged at market rate during that time. during that time. Sriracha Harbor repaid some of principal. During the -The Company has fully reserved total 1997 crisis, Sriracha Harbor was amount of doubtful account at the time. unable to repay the debt and went The Company filed the petition under the under the rehabilitation plan. Now rehabilitation plan of Sriracha Harbour Plc. Sriracha Harbor operates and repays as a result from economic crisis in 1997 the debt under the rehabilitation plan. - The Company has fully reserved the total amount of doubtful account according to the Companyâ&#x20AC;&#x2122;s procedures. However, the Company has not adjusted the reserve under the rehabilitation plan which will be adjusted upon receiving from the debtor. According to the rehabilitation plan, the Company will receives the interest at the rate of 1% p.a. and the principal will be repaid in full within 10 years.

Connected Persons/ Description of Relationship Transaction Amount Description Type of Business

2. Related Companies and Person 2.1 Loan to - The Company holds 6.40% Loan to 11,355 (11,355) 2.1.1 Sriracha Harbor Public Company - There are 2 companyâ&#x20AC;&#x2122;s directors who Less Allowance for doubtful debts - Limited are the executive director in an associated Beginning Balance Net company, Mr. Vikit Horrungruang During the year - and Mr. Chavalit Sethameteekul. Ending Balance Net - Port Service and Transportation - Interest Income 114

(Unit: Thousand Baht)

192 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Necessity/Opinion of Audit Committee

- It was the accrued maintenance - Utilities Rate is at the market rate. service fees since 1997. The Companyâ&#x20AC;&#x2122;s - The outstanding account receivable of subsidiary provided utility services to utilities with Steel Top during the 1997 Steel Top within industrial estate in economic crisis depends upon the accordance with the commitment rehabilitation plan. The Company has given to the Industrial Estate Authority fully reserved the total amount of of Thailand doubtful account - During 1997 economic crisis, such company closed down and already transferred the land for debt restructuring. The Company has fully reserved the total amount of doubtful account

Connected Persons/ Description of Relationship Transaction Amount Description Type of Business

2.2 Account Receivable 2.2.1 Steel Top Company Limited - With a relationship through the Companyâ&#x20AC;&#x2122;s - Trade Account Receivables 7,406 (7,406) Steel Manufacturing and Distribution Director, Miss Pattama Hourrungruang Less Allowance for doubtful debts has her close relative who is the director Beginning Balance Net - in Related Companies During the year - Ending Balance Net -

(Unit: Thousand Baht)

Annual Report 2009 Hemaraj Land And Development Public Company Limited

193

Paid % of Revenue (Mil. Baht) Capital Invest (Mil.Baht) ment 2009 % 2008 % 2007 %

Hemaraj Land And Development Public 18th Floor, UM Tower, 9 Ramkhamhaeng Industrial Estates, Utilities 3,882 240.85 11% 649.00 13% 2,166.82 41% Company Limited Rd., Suanluang, Bangkok 10250, Thailand and Property Developer Registration No. Bormorjor 0107536000676 Tel.(662) 719-9555 Share Capital 15,000,000,000 shares Fax (662) 719-9546-7 Issued 9,705,186,191 shares www.hemaraj.com E-mail: invest@hemaraj.com Subsidiary Companies Hemaraj International Limited (1) Scotia Centre, 4th Floor Holding Company 0.03 100 P.O.Box 2804, George Town, Grand Cayman, Cayman Islands H-International (BVI) Company Limited (2) Romasco Place, Wickhams Cay 1, Holding Company 0.08 100 - 0% - 0% 0.19 0% P.O. Box 3140, Road Town, Tortola British Virgin Islands. Eastern Industrial Estate Company Limited 18th Floor, UM Tower, Industrial Estate Developer 400 99.99 819.66 36% 899.58 18% 1,309.81 25% 9 Ramkhamhaeng Road, Suanluang, Bangkok 10250, Thailand Pipe Rack Rental 100 99.99 75.38 3% 67.51 1% 49.78 1% Eastern Pipeline Services Company Limited (3) 18th Floor, UM Tower, 9 Ramkhamhaeng Road, Suanluang, Bangkok 10250, Thailand Eastern Seaboard Industrial Estate 18th Floor, UM Tower, Industrial Estate Developer 358 60 317.37 14% 1,216.06 24% 909.94 17% (Rayong) Company Limited 9 Ramkhamhaeng Road, Suanluang, Bangkok 10250, Thailand H-Construction Management 18th Floor, UM Tower, Engineering Project 17.15 99.99 23.09 1% 34.12 1% 51.33 1% and Engineering Company Limited 9 Ramkhamhaeng Road, Suanluang, and Construction Service Bangkok 10250, Thailand The Park Residence Company Limited 18th Floor, UM Tower, Property Development and 0.25 99.99 7.43 0% 5.64 0% 3.27 0% 9 Ramkhamhaeng Road, Suanluang, Marketing and Service Bangkok 10250, Thailand Management Hemaraj Eastern Seaboard Industrial 18th Floor, UM Tower, Industrial Estate Developer 1,000 99.99 300.24 13% 1,847.48 37% 675.97 13% Estate Company Limited 9 Ramkhamhaeng Road, Suanluang, Bangkok 10250, Thailand Hemaraj Water Company Limited (4) 18th Floor, UM Tower, Industrial Water Utility 100 99.99 147.71 6% 94.39 2% 28.27 1% 9 Ramkhamhaeng Road, Suanluang, Bangkok 10250, Thailand SME Factory Company Limited 18th Floor, UM Tower, Factory for Sale and Rental 37 99.99 21.13 1% 4.09 0% 2.06 0% 9 Ramkhamhaeng Road, Suanluang, Bangkok 10250, Thailand H-Phoenix Property Company Limited 18th Floor, UM Tower, Office for Sale and Rental 480 99.99 91.60 4% 80.28 2% 40.72 1% 9 Ramkhamhaeng Road, Suanluang, Bangkok 10250, Thailand Hemaraj Clean Water Company Limited (5) 18th Floor, UM Tower, Produce and distribute the 645 99.99 178.24 8% 84.36 2% 9 Ramkhamhaeng Road, Suanluang, industrial water Bangkok 10250, Thailand

Name Address Nature of Business

HOLDING STRUCTURE AND REVENUE OF THE COMPANY, SUBSIDIARIES AND ASSOCIATED COMPANIES

194 Annual Report 2009 Hemaraj Land And Development Public Company Limited

Paid % of Revenue (Mil. Baht) Capital Invest (Mil.Baht) ment 2009 % 2008 % 2007 %

Remark 1) Incorporated in the Cayman Islands 2) Incorporated in the Territory of the British Virgin Islands 3) Held 74.99 % directly and 25% indirectly through Eastern Industrial Estate Company Limited 4) Held 99.99 % indirectly through Hemaraj Clean Water Company Limited (In 2007, 74.99% directly and 25% indirectly through Eastern Industrial Company Limited) 5) In 2009, Hemaraj Clean Water Company Limited had called for fully paid up capital. (In 2008 Hemaraj had established Hemaraj Clean Water Company Limited, which had the registered capital in the amount of Baht 645 million and had paid up for share capital in the amount of Baht 580.50 million) 6) Held 25% direct in S I L Industrial Land (Saraburi) Company Limited and also S I L held 99.99% in Rayong Industrial Land Company Limited 7) On 15 October 2007 Hemaraj sold all shares in Glow Hemaraj Energy Company Limited to Glow Energy Public Company Limited 8) 51% directly held by the Company in Houay Ho Thai Company Limited that has held 25% in Houay Ho Power Company Limited, a company registered in Lao Peopleâ&#x20AC;&#x2122;s Democratic Republic (US. currency is used for business operation). 9) In 2008, 2007 Share of (profits) losses from investments by using the equity method in Associated Companies was presented as an expenses in Statement of Income

Associated Companies (9) Cofely (Thailad) Management Limited 107/1 Moo 4, Eastern Seaboard Facilities Management Services 50 40 3.60 0% 2.76 0% 2.01 0% Industrial Estate (Rayong), Pluakdeang, Rayong, Thailand Rayong Industrial Land Company Limited 1 Siam Cement Road, Bangsue Industrial Estate Developer 1,000 25 11.30 1% (6.50) 0% (0.61) 0% (6) Bangkok 10800, Thailand S I L Industrial Land (Saraburi) 111 Moo 7, Nong Pla Mao Sub-District Industrial Estate Developer 500 25 3.55 0% 12.64 0% 0.92 0% Company Limited Nong Khae District, Saraburi 18140, Thailand Glow Hemaraj Energy Company Limited (7) 195 Empire Tower, 38th Floor Electricity and Power Generation - - - 0% - 0% (2.68) 0% Park Wing, South Sathorn Road Bangkok 10120, Thailand GHECO-One Company Limited 195 Empire Tower, 38th Floor Electricity and Power Generation 324 35 74.25 0% 19.69 0% (0.22) 0% Park Wing, South Sathorn Road Bangkok 10120, Thailand Houay Ho Thai Company Limited 10 / 190-193 , Trendy Tower, 26th Floor, Holding Company 528 51 (0.19) 0% Soi Sukhumvit 13, Sukhumvit Road, Kwaeng Klongtoeynua,Khet Wattana, Bankok Houay Ho Power Company Limited (8) P.O.Box 5464, Nong Bone Road Electricity and Power Generation 50 12.75 (11.89) -1% (Million USD) Bane Fai, Xaysetta District, Vientiane Lao Peopleâ&#x20AC;&#x2122;s Democratic Republic Related Companies Eastern Fluid Transport Company Limited 618 Nimom Makkasan Road 10 15 Management and Maintenance Makkasan, Ratchthewi of Pipe Rack Bangkok 10400, Thailand Glow IPP Company Limited 195 Empire Tower, 38th Floor Electricity and Power Generation 2,850 5 Park Wing, South Sathorn Road Bangkok 10120, Thailand Total Revenue : Hemaraj Land And Development PLC. and Subsidiaries 2,303.32 100% 5,011.10 100% 5,237.58 100%

Name Address Nature of Business

Annual Report 2009 Hemaraj Land And Development Public Company Limited

195

Hemaraj Land And Development Plc.

/, //

/, // /, // /

X / /

/ X /

X / X /

X / /

X /

/ /

/ = Director X = Chairman // = Executive Director

13 Mr. Sirisak Kijraksa

Notes:

12 Mr. Tanin Subboonrueng

/ / / / / X /

11 Mr. Khamhoung Ratsamany

X /

Eastern Industrial Estate Co., Ltd.

10 Mr. Vikit Horrungruang

Eastern Seaboard Industrial Estate (Rayong) Co., Ltd.

Hemaraj Eastern Seaboard Industrial Estate Co., Ltd.

9 Mr. Somphong Wanapha

Eastern Pipeline Services Co., Ltd.

/ /, // / /, // / / / / / / / / / /

The Park Residence Co., Ltd.

7 Mrs. Punnee Worawuthichongsathit 8 Ms. Pattama Horrungruang

H-Construction Management and Engineering Co., Ltd

Hemaraj Water Co., Ltd.

6 Mr. Peter John Edmondson

SME Factory Co., Ltd.

/, //

H-Phoenix Property Co., Ltd.

5 Mr. Vivat Jiratikarnsakul

Hemaraj Clean Water Co., Ltd.

/, // /, //

H-International (BVI) Co., Ltd.

3 Mr. Thongchai Srisomburananont 4 Mr. David Richard Nardone

Hemaraj International Co., Ltd.

S I L Industrial Land (Saraburi) Co., Ltd.

2 Mr. Sudhipan Charumani

Rayong Industrial Land Co., Ltd.

/, X

GHECO-One Co., Ltd.

ASSOCIATED COMPANIES

Cofely (Thailand) Co., Ltd.

SUBSIDIARY COMPANIES

Houay Ho Thai Co., Ltd.

1 Mr. Chavalit Sethameteekul

Name

Houay Ho Power Co., Ltd.

INFORMATION OF DIRECTORS IN COMPANY, SUBSIDIARIES AND ASSOCIATED COMPANIES

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Annual Report 2009 Hemaraj Land And Development Public Company Limited

THE REMUNERATION OF THE AUDITOR OF COMPANY

Audit Fee

The company and its subsidiary(ies) have made a payment for Audit Fee to A.M.T. Associates which is the regular office of the auditor(s) in the latest accounting year in the total amount of 3.83 Million Baht.

Non-Audit Fee

The company and its subsidiary(ies) have made a payment for Non-Audit Fee of other services such as service fee of the provision of BOIâ&#x20AC;&#x2122;s report to A.M.T. Associates which is the regular office of the auditor(s) in the latest accounting year in the total amount of 110,000 Baht.

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OTHER REFERENCES Share Registrar Auditor Attorney Financial Advisor

Thailand Securities Depository Co., Ltd. 62 The Stock Exchange of Thailand Bldg. 4th Floor 6-7th Floor, Rachadapisek Road, Klongtoey Bangkok 10110, Thailand Tel. 0-2229-2800 Fax 0-2654-5427 Mrs. Natsarak Sarochanunjeen CPA No. 4563 A.M.T & Associates 491/27 Silom Plaza, Silom Road, Bangruk Silom Road, Bangruk Bangkok 10500, Thailand Tel. 0-2234-1676, 0-2234-1678 Fax 0-2237-2133 Allen & Overy (Thailand) Co., Ltd. 130 Sindhorn Building III, 22nd Floor, Wireless Road Bangkok 10330, Thailand Tel. 0-2263-7600 Fax 0-2263-7699 Per Project

สารบัญ CONTENTS 02 จุดเด่นทางการเงิน

03 04 09 13 23 24 27 32 39 40 42 43 53 89 90 94 96 97 98

99 100 101 106

110 120 121 124 129 136 137 139 140 150 189 190 194 196

197 198

รายงานประจำปี 2552 บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน)

Annual Report 2009 Hemaraj Land And Development Public Company Limited

บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน)

HEMARAJ LAND AND DEVELOPMENT PUBLIC COMPANY LIMITED

รายงานประจำปี 2552

ANNUAL REPORT 2009