N park 09 by Brother Roger

FINANCIAL

HIGHLIGHTS (Million Baht)

Financial Hilights (Million Baht)

Total Assets Total Liabilities Registered and Paid-up Capital Shareholders Equity Total Income Total Cost and Expenses Net Loss

2009

2008

2007 (revised)

3,496.00 3,380.15 46,784.98 115.85 522.41 1,018.24 (495.83)

3,343.35 3,296.08 12,086.18 47.27 302.60 2,104.44 (1,801.84)

4,134.68 2,870.92 8,057.46 1,263.76 967.91 4,432.41 (3,464.50)

2009

2008

2007 (revised)

(0.01) (607.93) (14.50) 29.18

(0.16) (274.87) (48.19) 69.73

(0.43) (98.05) (44.99) 2.27

Financial Ratio Net Loss Per Share (Baht/Share) Return on Equity (%) Return on Assets (%) Debt to Equity Ratio (times) Million Baht 2009

4,500

2008

2007 (revised)

4,000 3,500

Million Baht 2009

3,500 3,400

3,496.00

2008

2007 (revised)

3,380.15

Million Baht 2009

2008

1,400

2007 (revised)

1,200

3,300

1,000

3,000

3,200

2,500

3,100

800

2,000

3,000

600

1,500

2,900

1,000

2,800

500

2,700

400

115.85

200

2,600

Total Assets

Million Baht 2009

1,200

2008

2007 (revised)

Million Baht 2009

5,000

2008

2007 (revised)

4,500

1,000

(2,000)

2,000

(2,500)

1,000

200

2007 (revised)

(495.83)

2,500 1,500

2008

(1,500)

3,000

400

Million Baht 2009

(1,000)

3,500

522.41

Shareholders Equity

(500)

4,000

800 600

Total Liabilities

1,018.24

(3,000) (3,500)

500

(4,000)

Total Income

Total Cost and Expense

Net Profits (Loss)

NATURAL PARK PUBLIC COMPANY LIMITED FINANCIAL HIGHLIGHTS

NATURAL PARK PUBLIC COMPANY LIMITED

MESSAGE FROM THE

PRESIDENT & CEO

2009 was a crucial year for Natural Park Public Company Limited as this year witnessed the Company’s continued effort to solve the problems which last since 2007. Last year, the Company was successful in settling important legal cases, and entered into the debt restructuring agreement with major financial creditor. This success resulted from the good support of the Company’s Board of Directors, management team, and all shareholders over the past period. This further strengthens the Company’s financial status and increases its capability to launch new projects in the future. Besides, the Company has successfully obtained strategic partners from both a group of investors from Bahrain and the Crown Property Bureau to invest in Siam Kempinski Hotel and Kempinski Residences Siam Project, the 5-star hotel and serviced apartment situated adjacent to the Siam Paragon Shopping Complex. Decorated in a contemporary Thai architectural style, the project will be surrounded by a peaceful natural garden among the central business district. As for the progress of the construction of the hotel with 303 units and serviced apartment with 99 units, over 90% of the project has been completed and expected to be opened in the second quarter of 2010. In 2010, the Thai economy is expected to continually recover after proving that its fundamental factors are strong enough to cope with the effects of the global economic fluctuations. Similarly, N-PARK has determined to find the best solutions for the Company’s problems for the optimum benefits of all related parties according to the N-PARK’s business practice. Finally, I wish to express my heartfelt gratitude to all shareholders for a great deal of encouragement and generous support until the Company could achieve its goal to stabilize the financial status. I would like to thank all clients, business partners, governing authorities, and financial institutions that have given us their cordial support and confidence. This gratitude is also owed to Company’s Board of Directors, management team, and all staff members who have devoted themselves by working untiringly and with utmost determination throughout 2009.

Mr. Sermsin Samalapa President & CEO Natural Park Public Company Limited

NATURAL PARK PUBLIC COMPANY LIMITED MESSAGE FROM THE PRESIDENT & CEO

NATURAL PARK PUBLIC COMPANY LIMITED

GENERAL

INFORMATION GENERAL INFORMATION

Company Natural Park Public Company Limited Company Registration Number 0107537000459 Nature of Business Real estate development for rent, service and sale

Head Office

Website

http://www.naturalpark.co.th http://www.nparkfactandinfo.com

Branch Office

Location 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Location 7th Floor Mercury Tower, 540 Ploenchit Klongton Nua, Wattana, Bangkok Road, Lumpini, Pathumwan, Bangkok Telephone 0-2259-4800-11 Fax 0-2260-5077 Telephone 0-2658-7680 Fax 0-2658-7677

Shares Offered Ordinary shares of 46,784,977,213 shares with par value of Baht 1 per share AUDITOR OF THE COMPANY Auditor Name Office Name Location Telephone Fax No.

Jadesada Hungsapruek, Certified Public Accountant No. 3759 Karin Audit Company Limited 6th Floor, Room B1, Boonmitr Building, 139 Silom Road, Bangrak, Bangkok 0-2634-2484-6 0-2634-2668

Company Name

Natural Hotel Panwa Co., Ltd.

2 3 4

Natural Hotel Sukhumvit Co., Ltd. Natural Hotel Chaopraya Co., Ltd. Natural Park Ville Co., Ltd.

Natural Real Estate Co., Ltd.

Park Opera Co., Ltd.

Natural Project Chaopraya Co., Ltd.

Richee Property Management Co., Ltd.

Park Gourmet Co., Ltd.

Kyoto Resorts YK

11 12 13

Park Cuisine Co., Ltd. Kempin Siam Co., Ltd. (former name was Natural Hotel Siam Co., Ltd.) UOB Apartment Property Fund One

Syntec Construction Pcl.

Office Location 5/3 M.8 Yon Bay, Khao-Khard Road, Tambol Wichit, Amphur Mung, Phuket 555/5 Sukhumvit 63 Klongton Nua, Wattana, Bangkok 540 Pleonchit Road, Lumpini, Pathumwan, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok 88 Soi Klang (Sukhumvit 49), Sukhumvit Road, Klongton Nua, Wattana, Bangkok Kishimoto Building 2-1 Marunouchi, 2-chome, Chiyoda-ku, Tokyo, Japan 540 Pleonchit Road, Lumpini, Pathumwan, Bangkok 989 Siam Tower 10 Floor, Rama I Road, Pathumwan, Bangkok 5th Floor Bangkok City Tower, 179/6-10 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 555/7-11 Sukhumvit 63 Klongton Nua, Wattana , Bangkok

Share holding

Paid - up Capital

Registered Capital

Shares Offered

Par Value

100.00%

300,000,000

3,000,000

100

67.88%

41,352,750

150,000,000

1,500,000

100

99.30%

100,000

1,000

100

100.00%

43,000,000

430,000

100

100.00%

132,000,000

1,320,000

100

100.00%

22,555,000

50,000,000

5,000,000

99.94%

1,000,000

10,000

100

99.94%

1,000,000

10,000

100

100.00%

25,000,000

50,000,000

500,000

100

66.70%

50,000,000

1,000

50,000

Yen

38.00%

272,367,120

27,236,712

35.00%

1,540,000,000

15,400,000

100

27.06%

850,000,000

85,000,000

11.88%

1,600,000,000

Yen

NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION

GENERAL

INFORMATION Natural Park Public Company Limited (“N-PARK”) was established on 23 June 1988. The Company developed real estate for rent such as The Natural Park Apartment, a well-known luxurious apartment project in the center of Soi Sukhumvit 49. Located in one of Bangkok’s finest residential areas and equipped with professional service, the project has enjoyed the steady growth. The Company, later on, has undertaken various real estate development projects, such as a dental hospital, hotels, golf courses, condominiums and housing estate. The success of its projects has allowed the Company’s expansion. Natural Park became a listed company in the Stock Exchange of Thailand on 15 February 1993 and a public company on 3 February 1994. Thailand’s economic crisis in 1997 severely affected all business segments including the real estate market. In 2000, the Company was unable to repay debts to several creditors on time. Subsequently, the Company filed a petition for business reorganization with the Central Bankruptcy Court according to the Bankruptcy Act B.E. 2483, whereby, on 2 May 2000, the Central Bankruptcy Court had issued an order to allow the Company for rehabilitation of its businesses. The Company succeeded in fulfilling the conditions stipulated in the Rehabilitation Plan. The Central Bankruptcy Court ordered the termination of the reorganization on 13 February 2003. Since the Company was not in the business rehabilitation, new real estate business policies have been laid out to suit the economy and business cycle. The Buy-Develop-Sell strategy generates suitable yields that are right for the business cycle. The corporate sustainable growth has been strengthened through networking to potential domestic and overseas alliances. Strengths of the Company and its partners support the BuyDevelop-Sell strategic approach. Generating incomes from lets on property is another main source of stable incomes that relieve the effects of fluctuations during the economic downturn. From 2003 to 2005, Natural Park had developed a number of real estate projects and invested in several public companies. In 2006, the Company sold some of its assets, for instance, the Sofitel Sukhumvit Hotel which was sold to investors from Bahrain. The Company also sold some of its stakes in Bangkok Metro Public Company Limited and Syntec Construction Public Company Limited. Moreover, Natural Park financially restructured the Novotel Beach Resort Panwa Phuket Hotel project by issuing debentures amounting to approximately Baht 860 million to a world-class investment banker. The capital generated has been used to facilitate the construction of new rooms which will eventually add substantial value to the project. Strengthening Company’s Credit Stability in Year 2009 Since 2007, N-PARK has put its best effort to strengthen the Company’s credit stability through 5 major ways: seeking solutions for the bankruptcy cases in the past, negotiation with debtors, capital increase, finding strategic partners in each investment project, and sale of assets. As a result of the continual effort to strengthen the Company’s credit stability and the good support of the shareholders, in 2009 N-PARK was able to end the bankruptcy case with Thai Ocean Life Insurance Company NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION

GENERAL

INFORMATION Limited, and also reached the agreement to entered into the debt restructuring agreement with Krung Thai Bank Public Company Limited. Settlement of Major Bankruptcy Cases

On 3 February 2009, the Company entered into a compromise agreement with Thai Ocean Life Insurance Company Limited (“OCEAN”), and this brings an end to the bankruptcy case which lasted for over a decade. Signing of the compromise agreement is the consequence of the following events. On 7 November 2008, the Company received the Southern Civil Court judgment which ruled that the Company shall pay OCEAN the principal of Baht 200 million with interest of 12.42% p.a. from 20 November 1996 to 10 September 1997 and interest of 7.5% p.a. from 11 September 1997 onwards until the debt would be fully repaid. The Company’s Board of Directors considered such matter and viewed that although such debt happened 12 years in the past before the Company entered into the rehabilitation process, the current situation requires the Company to compromise in order to lower the Company’s debt reserve burden and strengthen the Company’s financial status. Also, the settlement of the bankruptcy case is crucial for the Company’s survival. Within 4 months after the full payment made by the Company to OCEAN, OCEAN shall file the petition with the Central Bankruptcy Court to withdraw the appeal of the bankruptcy case sued against the Company. Therefore, the Meeting of the Board of Directors of the Company on 29 January 2009 resolved to enter into a compromise agreement with OCEAN. The Company agreed to pay Baht 200 million to settle the civil and bankruptcy cases with OCEAN. The conditions on payment in installments are as follows: (1) On the date of entering into a compromise agreement and the Court of Appeal ordered accordingly, the Company shall pay cash in the amount of Baht 75 million. (2) Within 15 March 2009, the Company shall either transfer 50,968,148 ordinary shares in Bangkok Metro Public Company Limited or transfer other assets acceptable by OCEAN or cash of Baht 19,893,270. (3) Within 15 April 2009, the Company shall either transfer 134,645,926 ordinary shares in Bangkok Metro Public Company Limited or transfer other assets acceptable by OCEAN or cash of Baht 52,553,365. (4) Within 15 October 2009, the Company shall either transfer 134,645,926 ordinary shares in Bangkok Metro Public Company Limited or transfer other assets acceptable by OCEAN or cash of Baht 52,553,365. On 3 February 2009, the Company entered into a compromise agreement with OCEAN and the Court of Appeal ordered accordingly. N-PARK paid the first installment in the amount of Baht 75 million according to the compromise agreement. The second installment of Baht 19,893,270 was paid on 12 March 2009, the third NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION

GENERAL

INFORMATION installment of Baht 52,553,365 on 10 April 2009, and the last installment of Baht 52,553,365 on 14 October 2009. Therefore, the total amount of Baht 200 million was fully repaid by the Company according to the compromise agreement. The Company gained about Baht 161 million from this debt restructuring process. On 15 February 2010, OCEAN filed a petition with the Supreme Court for withdrawal of the appeal of the bankruptcy case. The case is currently under the hearing of the Supreme Court. Debt Restructure with Krung Thai Bank Public Company Limited Natural Park borrowed a loan from Krung Thai Bank Public Company Limited (“KTB”) in the amount of Baht 1,898 million since 2004 and gradually repaid the principal and interest. As a result, as at 31 March 2009, the Company had the outstanding principal of Baht 859.90 million. The Company’s management has continually negotiated for debt restructuring with KTB. On 3 April 2009 and 28 August 2009, the Company and KTB entered into the debt restructuring agreement and addendum to the agreement. According to the agreement, KTB has agreed to extend the repayment period for another two years from the month of signing the debt restructuring agreement and also allowed the interest rate at MLR per annum. The conditions in the agreement can be summarized as follows. 1. The Company must transfer land and construction totaling 292 title deeds (Bangkrajao project), which mortgaged with KTB and owned by Natural Project Chaopraya Company Limited (subsidiary), to repay principal. The transfer price is equals to Baht 422.88 million. However, the Company must buy back the land at the transfer price plus carrying cost at the rate of MLR p.a. within 2 years. 2. The remaining principal of Baht 437.02 million, the Company will repay by monthly installment of Baht 1,000,000 per month for 24 months. In addition, the Company will sell ordinary shares of Sansiri Public Company Limited ("SIRI") of 62,721,231 shares, Syntec Construction Public Company Limited of 190,000,000 shares and UOB Apartment Property Fund One of 23,000,000 units that pledged with KTB to repay debt. 3. The interest of MLR p.a. that incurred from the principal in No. 2, is not due until the Company has fully repay the principal. 4. On the land transfer date, the Company has to pay accrued interest at MLR+2 p.a. amount not exceeding Baht 30 million (net from the land transfer expense). The excess amount will not be due and will be paid when the Company has sell shares in No. 2. 5. KTB will hair-cut the default accrued interest, which is calculated at 74.59% of the excess portion of MLR+2 p.a. until when the Company repay debt as follows:

NATURAL PARK PUBLIC COMPANY LIMITED GENERAL INFORMATION

GENERAL

INFORMATION 1) To transfer the land for repayment the principal amount of Baht 422.87 million. 2) To repay additional principal not less than Baht 218.51 million.

For the remaining amount of the default accrued interest, which is the excess portion of MLR+2 p.a., KTB will hair-cut it when the Company complete to repay debt. On 31 August 2009, N-PARK transferred the land to repay the principal of Baht 422.87 million to KTB. At the end of 2009, the Company has repaid 9 installments, totally amounting to Baht 9 million, to KTB in accordance with the debt restructuring agreement.

NATURAL PARK PUBLIC COMPANY LIMITED GENE PUBLIC RAL INFORMATION

SUBSIDIARIES AND

ASSOCIATED COMPANIES As of 31 December 2009, the Company’s investments in subsidiaries and associated companies amounted to Baht 772.53 million or 26.22 of total assets (the Company’s only financial statements) are as follows.

Natural Hotel Panwa Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 300,000,000 100.00 Hotel Investment in Novotel Beach Resort Panwa Phuket Hotel

Natural Hotel Chao Praya Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 100,000 99.30 Holding Company Currently not operated

Natural Real Estate Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 33,000,000 100.00 Property Development Currently not operated

NATURAL PARK PUBLIC COMPANY LIMITED SUBSIDIARIES AND ASSOCIATED COMPANIES

Natural Hotel Sukhumvit Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail Note

Baht 41,352,750 67.88 Hotel In the process of considering further investment. Natural Hotel Sukhumvit Co.,Ltd is held 64.90 % by the Company and 2.98% through Syntec Construction Public Company Limited.

Natural Park Ville Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 43,000,000 100.00 Property Management Currently not operated

Park Opera Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 22,555,000 100.00 Property Development Investment in Siam Opera

SUBSIDIARIES AND

ASSOCIATED COMPANIES Natural Project Chao Praya Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 1,000,000 99.94 Property Development Currently not operated

Richee Property Management Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 1,000,000 99.94 Property Development Currently not operated

Kyoto Resorts Yk Paid-up Capital Percentage of Holding Type of Business Investment Detail

Yen 50,000,000 66.67 Hotel Investment in Aman Niwa Hotel, Kyoto.

Kempin Siam Co., Ltd. (Natural Hotel Siam Co., Ltd.) Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 1,540,000,000 35.00% Hotel and Serviced Apartment Investment in Siam Kempinski Hotel and Kempinski Residences Siam.

Natural Venture Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail Note

Baht 100,000 100.00 Holding Company Currently not operated Dissolved and in the process of liquidation

Park Gourmet Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 25,000,000 100.00 Restaurant Currently not operated

Park Cuisine Co., Ltd. Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 272,367,120 38.00 Restaurant Investment in LeN么tre

UOB Apartment Property Fund One Paid-up Capital Percentage of Holding Type of Business Investment Detail

Baht 850,000,000 27.06 Property Fund Investment in Natural Ville Executive Residences

NATURAL PARK PUBLIC COMPANY LIMITED SUBSIDIARIES AND ASSOCIATED COMPANIES

INVESTMENT STRUCTURE OF

THE COMPANY

As at 31 December 2009, the investment structure of the Company is as follow:

N-PARK Group1

Property 2 Development NPC NRE PO RPM SIRI

Note:

99.94% 100.00% 100.00% 99.94% 4.26%

Hotel

Restaurant

Management

Holding Company

Transportation

Kyoto 66.67% NHP 100.00% KS 35.00% NHSK 67.88% JV

PC 38.00% PG 100.00%

NPV 100.00%

NV 100.00% NHC 99.30%

BMCL 2.68%

Finance FNS

1.69%

Construction

SYNTEC 11.88% UOBAPF 27.06%

1 Natural Park Public Company Limited has invested directly in The Natural Park Apartment (Sukhumvit 49). 2 Property Development includes Real Estate for Rent and Real Estate for Sale

NATURAL PARK PUBLIC COMPANY LIMITED INVESTMENT STRUCTURE OF THE COMPANY

Property Fund

INVESTMENT STRUCTURE OF

THE COMPANY

N-PARK’s investments in subsidiaries and associated companies

Details

: Kempin Siam Co., Ltd.

Kyoto NHC NHP NHSK NPC NRE NPV NV PO PC PG RPM UOBAPF

: Kyoto Resorts Y.K. : Natural Hotel Chaopraya Co., Ltd. : Natural Hotel Panwa Co., Ltd. : Natural Hotel Sukhumvit Co., Ltd. : Natural Project Chao Praya Co., Ltd. : Natural Real Estate Co., Ltd. : Natural Park Ville Co., Ltd. : Natural Venture Co., Ltd. : Park Opera Co., Ltd. : Park Cuisine Co., Ltd. : Park Gourmet Co., Ltd. : Richee Property Management Co., Ltd. : UOB Apartment Property Fund One

Siam Kempinski Hotel and Kempinski Residences Siam Aman Niwa Hotel, Kyoto Currently not operate Novotel Beach Resort Panwa Phuket Currently not operate Currently not operate Currently not operate Currently not operate Dissolved and in the liquidation process Siam Opera Lenôtre Currently not operate Currently not operate Natural Ville Executive Residences

N-PARK’s investments in available-for sale securities

Details

BMCL

: Bangkok Metro Public Company Limited

FNS

: Finansa Public Company Limited

SIRI SYNTEC

: Sansiri Public Company Limited : Syntec Construction Public Company Limited

Joint Venture JV

: The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd.

The M.R.T. Chaloem Ratchamongkhon Line Finance, Securities and Fund Management Property Development Construction

Details AmanResort Bangkok Hotel

NATURAL PARK PUBLIC COMPANY LIMITED INVESTMENT STRUCTURE OF THE COMPANY

NATURE OF

BUSINESS OPERATION PROFIT

SELL

BUY

DEVELOP

"BUY-DEVELOP-SELL" Approach for Real Estate

NATURAL PARK PUBLIC COMPANY LIMITED NATURE OF BUSINESS OPERATION

NATURE OF

BUSINESS OPERATION Business Policy Natural Park Public Company Limited operates in the real estate business with Buy-Develop-Sell Strategy, which has been in effect since 2003, allows the Company to generate benefits that suit the business cycle. The end result is the highest potential for returns. At the same time, the Company has maintained its rental real estate projects which located in highly profitable areas as a source of solid incomes. Even though the Thai economy has confronted with volatilities and effected from the world economic crisis since 2006, the Company was able to maintain its financial stabilities from its risk-diversified investments in both operating projects and projects under developments. There are 3 main steps to the “Buy-Develop-Sell” strategy. “Buy” is the first step of investing in real estate whether they are land banks, NPL projects or completed projects and marketable securities and those that correspond with the Company’s business direction. The management is required to have good knowledge and anticipation of the direction of the business, the business cycle as well as knowledge in the expansion direction of the infrastructure such as underground railway network. In depth study and analysis are also required for choosing the right location or finding the potential of the individual assets. The second step “Develop” implies the value adding to the individual assets. This step requires great understanding and knowledge of consumer demand analysis or developing projects for suitability with a specific location. Opting to build a condominium, an apartment for rent or hotel for tourists to accommodate the needs of consumers are examples of the in depth market study and research required. “Sell” is the last step which strategically seeks the highest return for the Company. World leading real estate investors would consider profit-based more than asset-based. If selling an asset yields higher profit than the benefit received from owning it then the option to sell would be most beneficial to the Company. The profit obtained from the sale of an asset can be used to further develop other projects or to invest by engaging in the "Buy" step again. In this final step, the management must have the ability to seek buyers or world leading investors, and the ability to enhance reputation and credibility in real estate value adding which is in high demand in the market. The Company can also use strategic selling in order to generate short-term cash flow and build confidence in the Company’s status as well as capital for projects with potential profit. This reflected the strength and flexibility of the aforementioned policy which enables the use of “Sell” to effectively handle the fluctuation of business conditions. In order to achieve the “Buy-Develop-Sell” strategy, Natural Park has applied its business strengths which include experience and expertise in teamwork as well as domestic and foreign affiliates who are ready to support the development of various projects and in every phase.

NATURAL PARK PUBLIC COMPANY LIMITED NATURE OF BUSINESS OPERATION

NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO

CURRENT

PORTFOLIO

The Company is focusing on developing its business in accordance to its Buy-Develop-Sell strategic approach by developing and enhancing 5 real estate projects, two of which have been opened for operation, namely, The Natural Park Apartment and The Novotel Beach Resort Panwa Phuket Hotel. The 3 remaining projects are currently under development including Siam Kempinski Hotel and Kempinski Residences Siam which is expected to open within the second quarter of 2010, AmanResort Bangkok Hotel and the Siam Opera in which seeking new source of fund for the rest of development.

NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO

CURRENT

PORTFOLIO

The Natural Park Apartment The Grade-A five star apartment is situated in the best and most popular expatriated residential area in Bangkok, Sukhumvit Road. Besides the very convenient transportation to Central Business Districts via BTS, MRT underground train, extensive expressways, and main Sukhumvit road, there are many facilities around such as international schools, hospitals and department stores. The project design are exceptional especially its landscape design and development. It composed of exceptional surrounding for customersâ&#x20AC;&#x2122; relaxation including 3-rai natural garden, waterfall, fish pond, and stream which all that make the Natural Park Apartment distinguished from other projects in Sukhumvit area. The full range facilities are including swimming pool, sauna, kidsâ&#x20AC;&#x2122; playground, basketball field, tennis court, and many activity rooms, and 24 hours security to guarantee the safety living in our project.

Project Characteristics Project Location Type of Project Number of Units Occupancy Rate Present Status

The Natural Park Apartment 88 Sukhumvit Soi 49, Sukhumvit Rd., Klongton Nua, Wattana, Bangkok Luxurious apartment for rent Three 15-storey residential buildings with a total of 81 units Approximately 83% Operated

NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO

CURRENT

PORTFOLIO

The Novotel Beach Resort Panwa Phuket A four-star hotel is situated on Yon Bay, most beautiful location of Panwa Bay, Phuket. The project comprises 216 guestrooms with the total usable area of 14,000 square meters. The hotel offers fine decoration blended in with the real nature, Thai hospitality, and tranquil private beach whereas provides wide range of facilities on international standard. Furthermore, the project is managed by experienced Accor hotel operator.

Project Characteristics Project Location Type of Project Number of Rooms Occupancy Rate Present Status Project Progress Project Completion

Novotel Beach Resort Panwa Phuket Hotel Yon Bay, Panwa Cape, Phuket Four-star Hotel 216 rooms (77 rooms currently available; 67 rooms to be constructed in the first phase; and 72 rooms to be constructed in the second phase) Approximately 59% 77 rooms currently available Under construction of additional guestrooms in Phase 1 and Phase 2 (75% completed) Within the year 2009. However, the bankruptcy of Lehman Brothers in USA has affected the projectâ&#x20AC;&#x2122;s capital to complete the construction on schedule.

NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO

CURRENT

PORTFOLIO

Siam Kempinski Hotel and Kempinski Residences Siam A 5-star hotel project covering an area of 18 rai is located in the heart of the business district adjacent to the Siam Paragon, the largest shopping mall in the region. Trips to all Bangkok major areas can be made easily by the BTS sky train. The hotel has been beautifully designed and decorated in the Contemporary Thai style and fully equipped with all hotel facilities in accordance with the 5-star international standard. The project consists of 303 hotel rooms and 99 serviced apartment rooms covering the total area of about 88,000 square meters.

Project Characteristics Project Location Type of Project Number of Rooms Present Status Project Progress

Project Completion

Siam Kempinski Hotel and Kempinski Residences Siam Adjacent to the Siam Paragon Shopping Center, Bangkok Hotel and serviced apartment 303 Hotel rooms and 99 serviced apartment rooms Under construction 100% completed of the Structural work 98% completed of Architectural work 90% completed of M&E work 80% completed of Interior work Within the second quarter of 2010

NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO

CURRENT

PORTFOLIO

The AmanResort Bangkok Hotel A luxurious 5 star hotel project located in Soi Charoen Krung 36 on the Chao Praya Riverside consists of 35 luxurious rooms occupying a total area of 12,300 square meters. The design has been made under the Heritage Development concept focusing on the harmony between the ancient custom house (Rong Pasee Roi Chak Sam) with its history dated back to more than 100 years and the new buildings which have carefully been designed to enhance the magnificence of the ancient site. The hotel is to be managed by Amanresorts Group which is a 5-star hotel management group recognized worldwide.

Project Characteristics Project Location Type of Project Number of Rooms Present Status Project Completion

AmanResort Bangkok Hotel On the Chao Praya Riverside, Soi Charoenkrung 36, Bangrak, Bangkok Five-Star Boutique hotel 35 rooms The project is on hold awaiting site handover Within 2 years after site handover

NATURAL PARK PUBLIC COMPANY LIMITED CURRENT PORTFOLIO

REVENUE

STRUCTURE Business Group

Operated By

Rental and Service Natural Park Pcl. - The Natural Park Apartment - One and Two Pacific Place, Nai Pacific Assets Pcl.* Lert Building and Market Plus Natural Park Ville Co., Ltd. - Other Services and Pacific Assets Pcl.*

2009 % Shareholding of the Revenue Company % (Million Baht)

2008 Revenue (Million Baht)

2007 %

Revenue (Million Baht)

100.00% 63.40%

82.51 -

15.79% 0.00%

97.83 -

32.33% 0.00%

97.63 70.00

10.09% 7.23%

100.00%, 63.40%

0.00%

0.30

0.10%

4.30

0.44%

Hotel Business - Novotel Beach Resort Panwa Phuket Hotel - The Chedi Chiang Mai Hotel

Natural Hotel Panwa Co., Ltd. 100.00%

56.37

10.79%

59.23

19.57%

63.48

6.56%

Pacific Assets Pcl.* (previously owned by Natural Real Estate Co., Ltd.)

63.40%

0.00%

158.86

16.41%

Club Operations

Pacific Assets Pcl.*

63.40%

0.00%

51.61

5.33%

Restaurant Business

Park Cuisine Co., Ltd and Park Gourmet Co., Ltd.

100.00%

0.00%

15.40

1.59%

Management Fee Income

Natural Park Pcl. and Pacific Assets Pcl.*

100.00%, 63.40%

10.63

2.03%

50.76

16.77%

2.16

0.22%

33.39 161.20 155.31

6.39% 30.86% 29.73%

0.00% 0.00% 0.00%

0.00%

11.76

3.89%

0.00%

0.00% 0.00%

1.45 -

0.48% 0.00%

346.25 14.16

35.77% 1.46%

23.00

4.40%

81.27

26.86%

144.06

14.88%

Other Revenues - Reversal of provision for liabilities - Gain on debt restructuring - Gain on reversal of allowance for investment in related companies - Reversal of accrued interest expenses - Gain on disposal of assets - Share of profits from investments under equity method - Others Total Revenues

Note * On 21 December 2007, the Company has sold investment in Pacific Assets Pcl.

NATURAL PARK PUBLIC COMPANY LIMITED REVENUE STRUCTURE

522.41 100.00%

302.60 100.00%

967.91 100.00%

REVENUE

STRUCTURE 15.79%

71.38%

31.22%

Hotel Business

10.79%

Management Fee income Other Revenues

2.03%

32.43%

16.77%

Rental and Service

Rental and Service Hotel Business Management Fee income Other Revenues

19.57% 17.76%

52.12%

07 5.33% 1.59% 0.22%

Rental and Service Hotel Business

22.97%

Club Operations Restaurant Business Management Fee income Other Revenues

NATURAL PARK PUBLIC COMPANY LIMITED REVENUE STRUCTURE

BUSINESS OPERATION IN EACH

BUSINESS GROUP

Natural Park Public Company Limited’s paid-up capital as of December 31, 2009 was 46,784.98 million Baht. The Company operates in various forms of real estate development emphasizing on profitable projects such as real estate for rent, hotel services and on value-added project that is an investment in the restaurant business. Details of the Company’s projects are as follows:

Real Estate Development for Rent and Service Group The Company focuses on developing properties for rent and other related services as they generate stable income and reduce fluctuation caused by the fall of the real estate business cycle. The company’s projects of this segment include serviced apartment for rent. The projects emphasizes on location, design and international standard service. Developed properties for rent and related services that are currently under operation are as follows:

The Natural Park Apartment Projects Features Project: Location: Type of projects: Number of units: Occupancy rate:

The Natural Park Apartment 88 Soi Sukhumvit 49, Sukhumvit Road, Klongton Nua, Wattana, Bangkok Luxurious apartment for rent Three 15-storey residential buildings with a total of 81 units Approximately 83% throughout the year 2009

Marketing and Competition Status Competition Strategies The Natural Park Apartment project is located in the heart of Sukhumvit area, the center of business and modernity in the city of Bangkok where Thais and foreigners with high income and high standard of living reside. The location of the Natural Park Apartment project is the strategically strong and advantageous point. Being in the central business district, the project is surrounded by various facilities, five-star department stores, and recreational areas, in addition to the very convenient transportation systems, e.g. BTS sky train, MRT underground train, and expressways, which truly respond to the metropolitan lifestyle in this capital. Sukhumvit area is thus the most pleasant place of living. The exquisitely designed rooms are spacious with large balconies. Decorated in an Oriental Contemporary style, all apartment units are fully furnished and equipped with all facilities to express great care to residents. A proportionally separated maid’s room and kitchen room are available in each unit to meet the needs for privacy and lifestyles of the project’s major target clients. Regular maintenance is provided to keep the project in good condition.

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

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Additionally, the project also provides complete central facilities under five-star residential standard to respond to lifestyles of our clients who love physical exercise and recreational activities with their family members. The central facilities include large swimming pool, tennis court, basketball court, squash room, fitness center which houses Jacuzzi and sauna, and banquet room. The project’s highlight is a more than 3-rai garden where large fish pond, manmade waterfalls, and stream are found. Its largest natural garden in Sukhumvit area with open landscape is the prominent and unique point of this residential project. All residents will enjoy in this peaceful garden and feel relaxed after their tiring days. The Company also lays great emphasis on friendly and impressive services so that all residents feel comfortable like staying at home. Various activities ranging from Thai and international seasonal and festival events to special activities are arranged to build up a good relationship between the project and the residents, promoting good quality of life, and increasing the residents’ happiness. Sales and Distribution Channels The Company’s distribution channels can be divided into the following proportion:

Distribution Channels

Proportion (in percentage)

1. Selling through agencies 2. Direct selling to clients

88 12

Total

100

Competition Situation and Growth Trend Throughout the year 2009, the number of rental apartment rooms for foreigners increase by 1% from the previous year. Sukhumvit area still has the most apartments for rent or 71% of Bangkok’s proportional area. In the first half of the year 2009, there is a new apartment with a total 14 units, increasing the rental apartments for foreigners to 11,851 units. In the second half of the same year, opening of 4 new apartments with 114 units in aggregate is anticipated. The number of rooms throughout 2009, therefore, increases by 128 units or 1% from 2008 to reach 11,979 units. New projects are mainly located on Sukhumvit Road from Soi 14 to Soi 31, which is the popular area among Japanese families residing in Thailand. Average occupancy rate in all areas decreases by 1% from the previous year to 89% in 2009. Sukhumvit area has the highest occupancy rate at 92%. If classified by apartment grading, the average occupancy rate of the Grade A rooms in all areas is at 92%, reduced by 1%. Silom-Sathon area has the highest average occupancy rate of the Grade A rooms, increased by 5%. The average occupancy rate of the Grade B rooms in all areas is at 86%, lower by 4%.

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

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The average rental rate for the Grade A rooms in Sukhumvit area in 2009 is at Baht 452 per square meter, increased by 5%. Silom-Sathorn areaâ&#x20AC;&#x2122;s rental rate decreases by 5% on average to Baht 441 per square meter. The rental rate for the Grade B rooms increases by 1% from the previous year to Baht 307 per square meter. The market trend of apartments for rent is anticipated to remain stable for a short period because the sign of economic recovery has emerged since the fourth quarter of 2009. This is favorable to the employment and economic situation, benefiting the apartment business as a whole. In 2010, the demand will increase at least 1-2% and the rental rate will be adjusted higher by 2-3% on average in accordance with the inflation rate in the future. Sources: 1. Summary Property Focus by Plus Property Company Limited 2. Bangkok Property Research Report 2009 by CBRE

Products and Services Provision Throughout the past operational period, the Company always places great emphasis on providing the best products and services for the customers. Our products are prominent and different from competitors in several aspects: the specially designed landscape of the common areas, e.g. spacious garden and large swimming pool; space planning in each apartment unit; and selection of top quality materials. We regularly take enormous care of and renovate all apartment rooms, equipment and facilities to maintain them in good condition. The Company continually looks for new facilities and services and improves the quality of services to satisfy the clients to the maximum by adjusting recreational activities and internal environment. We also give importance to the development of service personnel quality to increase the clientsâ&#x20AC;&#x2122; satisfaction. All above are aimed to maintain high standard of the Natural Park Apartment project as a leader in five-star apartment business.

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

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Hotel Business Group With confidence in the increasing and potential of Thailand tourism, the Company has operated a development business and has developed various hotel projects focusing on the projects that located in the heart of Bangkok and cities with major tourist attractions such as Phuket. The hotel projects currently operated by the Company’s subsidiary are as follows:

Novotel Beach Resort Panwa Phuket Projects Features Project: Location: Type of projects: Number of units: Occupancy Rate:

Novotel Beach Resort Panwa Phuket 5/3 Moo 8, Ao-Yon Bay, Cape Panwa, Phuket 4-star beach resort 75 rooms set in a tropical landscape on a white sandy beach with International standards facilities 59% throughout the year 2009

Marketing and Competition Status Competition Strategies The 4-star hotel, Novotel Beach Resort Panwa Phuket hotel is located on a semi-private beach on Ao-Yon. The resort is suitable for tourists who wish to relax in Phuket among peaceful natural environment. The development of the project, design and construction are perfectly blended with Thai style, surrounding with beautiful decorations, being harmonized with natural with peaceful private beach at Panwa Cape. Transportation is convenient. The resort is 45 minutes far from Phuket airport and only 10 minutes from downtown Phuket and the large size shopping malls (Central Festival). Entering into downtown can be made easily with hotel transportation. Novotel Beach Resort Panwa Phuket has regularly developed standard in administration and management and hotel service. Especially, it is focused on service training provided to all staff. It recognizes customers’ satisfaction as a substantial key. The company has entered into the management contract with network system of Accor, group of the hotel management, the world class hotel operator from France consisting of groups of hotels and resorts under the management more than 4,500 hotels over the world in order to establish confidence and reliance on the management quality and service at an international level. The Company has added more channels for various distribution by using room reservation system via call center of Accor’s website which access to customers over the world and other websites which have signed contracts with Accor. With the various distribution channels, customers over the world are able to verify room reservations, prices, including confirmation or cancellation of room reservation conveniently and fast according to the international standard. NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

BUSINESS OPERATION IN EACH

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Since end 2008, the hotel is using it’s own personalized website www.novotelpanwa.com. It is connected with room reservation system of Accor’s website directly. Customers are able to visit and look at the updated pictures of the hotel and all the latest promotions for rooms, food and other services provided to customers directly via this website. The high potential markets for the resort are still honeymoon, wedding anniversary, couples and families with young children and the marketing strategy continues to target them. Room product but also the F&B offer and facilities such as the semi -private beach and the Spa are the strong selling points that were used in 2009 to offer attractive packages to satisfy overseas customers looking for best deals with an All Inclusive offer (being with a F&B meal plan or Spa treatment or transportation). Since September 08, customers travel with more budget restrictions and they “shop around” for the best value package. Different offers were made to suit the different requirements from the different markets targeted : Europe, Russia, Eastern Europe. Actions were made with Tour operators and on the hotel website and Accor reservation system. Customers nationalities breakdown for 2009 VS 2008 :

2008

Variance 09/08

Countries

2009

France /Belgium/ Switzerland (French speaking countries) Russia / CIS Scandinavian Thailand Australia / NZ

7743

4876

+58.8%

2787 700 889 794

2615 1368 1027 1089

+6.6% -48% -12% -27%

Sales and Distribution Channels The Company’s distribution channels can be divided into the following proportion:

Distribution Channels

Proportion (in percentage)

Selling through Travel Agencies Selling through Accor Network System Direct selling to clients

65 25 10

Total

100

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

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Competition Situation and Growth Trend Thailandâ&#x20AC;&#x2122;s tourism situation in 2009 is poised to face the lowest growth since the Asian financial crisis in 1997, reminiscent of the post-9/11 terrorist attack period, as well as the SARS epidemic and Tsunami Disaster. Apart from the global recession and the outbreak of H1N1 influenza, which the WHO has set at the Phase 5 pandemic level, Thai tourism has also been crippled by domestic political instability. KASIKORN RESEARCH CENTER (KResearch) holds the view that the riots during Songkran and the spread of the H1N1 influenza will affect Thailandâ&#x20AC;&#x2122;s international tourism business in 2009, causing it to deteriorate even more from 2008 than thought before. The number of international tourist arrivals to Thailand in 2009 may total around 11-12 million persons, falling 20 percent from 2008, wherein tourism revenue should fall to only THB380-400 billion, dropping 25 percent YoY. The H1N1 influenza outbreak is still an important variable that must be monitored closely.

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

BUSINESS OPERATION IN EACH

BUSINESS GROUP

In 2009, Thailandâ&#x20AC;&#x2122;s tourism, especially the foreign tourist market, has been plagued with numerous negative factors, both domestic and external. They included an unprecedentedly poor image toward safety and security for foreign tourists, especially those from short-haul Asian markets due to domestic political unrest and airport seizures by anti-government protesters late in 2008 and Songkran riots early this year. The global economic crisis that has discouraged international travel, especially tourists from Europe and America. The outbreak of H1N1 flu that first erupted in Mexico and then spread swiftly to the rest of the world including Thailand, being a major hindrance to airline travel, especially to the affected countries. As a result, tourist arrivals to Thailand have dropped drastically since late 2008. The number of foreign tourists in 1H09 is thus expected to total some 6.53 million - down 17 percent YoY from the 7.88 million during 1H08, when there was a 13 percent growth YoY. Of this number, 50.5 percent came from short-haul markets in East Asia that saw a contraction of more than 20 percent YoY, compared to the 16-percent growth last year. This was followed by European tourists, accounting for 28.5 percent, which posted a decline of 10 percent YoY, versus the 10-percent growth recorded in 2008. Notably, tourist arrivals from almost all regions experienced decreases, except those from South Asia and the Middle East - accounting for some 5.5 percent and 3.5 percent of the total visitors, respectively - that showed increases of 2 and 10 percent. Previously, the foreign tourist market had been widely projected to see an improvement in 2H09 with growth resuming in the final quarter of this year. However, tourist arrivals are now expected to deteriorate until 3Q09 before experiencing revival later this year. Among the negative factors would be - The Songkran riots that severely affected confidence toward personal safety and security among foreign tourists. The H1N1 flu that has hampered international travel since 2Q09. Unfavorable economic conditions in major tourist markets, especially Europe and America, despite positive signs toward recovery. Thailandâ&#x20AC;&#x2122;s tourist arrivals in 2H09 are therefore expected to slow at a decelerating rate, and may start to see a turnaround later this year. The number of foreign tourists in 2H09 is projected to total around 6.0 million, a YoY decline of 10 percent, compared to 6.6 million recorded in 2008, when there was an 11 percent contraction YoY. KASIKORN RESEARCH CENTER (KResearch) therefore forecasts that tourist arrivals in 2009 may total 12.53 million, a decrease of 14 percent YoY, compared to 14.54 million seen in 2008 which recorded growth of 0.5 percent. This would generate some THB400 billion in tourism-related income, dropping 23 p percent - or over THB100 billion - from the estimated THB520 billion earned in 2008

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

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The number of the foreign tourist arrival to Thailand and Income from tourist Year 2004/ 2547 2005/ 2548 2006/ 2549 2007/ 2550 2008/ 2551 2009/ 2552 2009/ 2552 (1) 2009/ 2552 (2)

Tourist (Person)

Increase (percent)

Tourist’s revenue (Million Bath)

Increase (percent)

11,650,703 11,516,936 13,821,802 14,464,228 14,536,386 14,000,000 12,700,000 11,765,000

16.5 -1.1 20.0 4.6 0.5 -3.7 -12.6 -19.1

384,360 367,380 482,319 547,782 520,000* 480,000 430,000 380,000

24.3 -4.4 31.3 13.6 -5.1 -7.7 -17.3 -26.9

Source: tourist statistic from TAT 2007 Remark: The number above of TAT estimate before political crisis happen on Apr’09 (1) New analysis by Kasikorn Thai Research if political situation to finish soon (2) New analysis by Kasikorn Thai Research if political situation still continuing Source: 1. Kasikorn Thai Research Center: Economy Watch Volume No. 2515, May 22, 2009: Thai Tourism, 2009: Highlighting Variety, Selling New Tourism Styles 2. Kasikorn Thai Research Center: Economy Watch Volume No.2167, July 2,2009 Tourism, 2H09…Year-end Revival Likely

Tourism Forecast for 2010 The situation for the Thai tourism industry is expected to be more favourable in 2010, as long as no major political crisis occurs. The economic situation of individual countries continues to be the major factor influencing the growth of each target market. TAT expects the number of international tourists to grow at around 7 to 10% to approximately 15.0 to 15.5 million in 2010. Source: TAT website www.tatnews.org THAILAND TOURISM OVERVIEW FOR 2009 AND TOURISM GOALS AND TRENDS FOR 2010

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

BUSINESS OPERATION IN EACH

BUSINESS GROUP Products and Services Provision

Customersâ&#x20AC;&#x2122; satisfaction is a key factor of the hotel business as the quality of services, facilities, including condition of a hotel are substantial factors of hotel business operation. The company concentrates and pays attention to the development and improvement of the quality of services along with the personnel improvement on both selection of recruitment and provision of training to hotel staff for standardization as always. The maintenance of the hotel products (internally & externally) is important and part of the yearly preventive maintenance plan to always provide the best quality product to the customers. Public relations & marketing are also an important factor so that the hotel will be well-known to all Thais and foreigners residing in Phuket and Worldwide through the website. In 2009 The resort is certificated Green Globe. A worldwide certification for sustainable development and commitment to local communities. Management and employees commit in preserving the environment and being responsible for local society. The hotel recognizes the training of employees, and managerial staff, as a priority so that they can provide excellent services at the highest standard. Moreover, the hotel gives importance to English language and the English course training program has been regularly arranged.

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

BUSINESS OPERATION IN EACH

BUSINESS GROUP

Restaurant Business Group Apart from the development of the real estate projects that the Company has been operating and managing in various forms such as the apartment for rent and hotel projects, the Company has seen the importance of adding value to its properties by investing in a restaurant business operated by the Company’s associate as follows:

LENÔTRE Projects Features Project: Location:

LENÔTRE - CAFE LENÔTRE, Ground Floor, Natural Ville Executive Residences, Lang Suan Road - LENÔTRE Boutique, Ground Floor, Sofitel Silom Hotel - LENÔTRE Boutique, Ground Floor, the Siam Paragon Department Store - CAFE LENÔTRE, Ground Floor, the Penny’s Balcony, Thong Lor Road Type of projects: French patisserie and restaurant Marketing and Competition Status Competition Strategies LENÔTRE is the brand of well-known bakery shop and French cuisine in France since 1957. LENÔTRE’s business rapidly increased in France until 1985 when the Accor, a world-class hotel and services management group, becomes the restaurant’s major shareholder and expands LENÔTRE’s business into various forms of services in connection to the bakery shops and French cuisine, luxurious restaurants, culinary schools, and catering business. LENÔTRE’s business is well-recognized by customers around the world and now there are more than 30 branches worldwide such as Germany, Morocco, the United States of America, Saudi Arabia, Kuwait, Tunisia, Japan, South Korea, and Thailand. LENÔTRE business started in Thailand in 2004 by Park Cuisine Company Limited (the Company’s associate) who was granted a sole license to produce and sell LENÔTRE products in Thailand. In three years, the Company opened four branches in leading department stores in Bangkok, and also expanded business to catering service business. One of the key competitive strategies to the tremendous success and worldwide recognition of LENÔTRE branches in Thailand and around the world is the unique image of real French taste pastry and food which have been passed on by the founder - Mr. Gaston LENÔTRE - who gives importance to “quality, creativity, and enthusiasm”. Also “knowledge transfer” is emphasized as all LENÔTRE staff are trained by professional chefs in LENÔTRE France. The quality of LENÔTRE’s products in Thailand has been enhanced in terms of technology, research, and the best quality materials which may not be found in the country. All well-trained staff of LENÔTRE restaurants in Thailand and around the world

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

BUSINESS OPERATION IN EACH

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have the same knowledge and skill in making quality bakery and cuisine of the same taste as LENÔTRE in France. Moreover, the Company focuses on medium to high profile customers both Thais and expatriates with good taste and modern lifestyle, especially those who appreciate art of cuisine, and love best product quality. Therefore, LENÔTRE cuisine and pastry outlets which fulfill the comfortable and metropolitan way of life are rapidly well-known among these target customers. Despite over 50 years of professional expertise in bakery and cuisine business, LENÔTRE remains the well-recognized brand with long-time history by reasons of its professional management, focus on the highest quality products and services through careful creation and material selection processes, continuous development, and selective target customers. These factors have brought LENÔTRE Thailand to have more competitive advantages over its competitors in the market. Sales and Distribution Channels LENÔTRE has chosen to distribute its products by selecting strategic locations in the city center or in the leading shopping center and department store. The Company’s direct sales channel is through the 3 forms of 4 branches of LENÔTRE restaurants: CAFE LENÔTRE, LENÔTRE Boutique and Catering Services. The Company has also chosen to provide different services in different branches in accordance to the location and the lifestyle of the customers in order that the products and services of LENÔTRE could access the customers and respond to the needs of the target customer group. The 3 forms of services are as follows: 1. CAFE LENÔTRE : Dine-In style The first branch in Thailand is located at the Natural Ville Executive Residence, on Lang Suan Road and the second branch at the Penny’s Balcony Project on Soi Thong Lor 16 was opened in November 2007. CAFE LENÔTRE is the first branded name restaurant in Thailand which provides contemporary French cuisine and bakery, as well as other quality products imported from France, e.g. chocolate, coffee, tea and jam, in a restaurant with contemporary decoration to create a warm and relaxing atmosphere. 2. LENÔTRE Boutique : a combination of Takeaway and Café There are currently 2 branches: on the Ground Floor of the Sofitel Silom Hotel and on the Ground Floor of the Siam Paragon Department Store. Both takeaway and Dine-In services are provided in the open and comfortable style restaurants. 3. Catering Service LENÔTRE is a long-time expert in outside catering in France and in other countries around the world for more than 30 years. LENÔTRE has been selected to provide catering services in many world-class events such as the 1998 World Cup in France. Aware of the growth of catering business in Thailand, the Company has officially launched the catering business “LENÔTRE Exclusive Catering” on 8 October 2008. LENÔTRE catering offers special services in the form of design

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

BUSINESS OPERATION IN EACH

BUSINESS GROUP

of food and beverage or Fashion Food Catering to respond to the customers who have modern and quality lifestyle. The taste and catering concept will be customized differently by the events and clients’ needs. Besides, the Company will place more emphasis on the catering service as no additional investment is required and it has enough capacity to compete with other leading hotels. Throughout this year, the Company could take more market share in this business from Mandarin Hotel, Oriental Hotel, and Grand Hyatt Erawan Hotel. At present, LENÔTRE has chance to provide catering services to many embassies in different countries, e.g. France, USA, Australia, Greece, and European Union (EU). Apart from the group of diplomats, LENÔTRE customers cover the group of executives, event organizers, and fashion brands. We provide catering services for conferences, seminars, parties, religious ceremonies, marketing & PR events, and launches of new products. Also, LENÔTRE Thailand has expanded its distribution channels through all branches of The Sofitel Hotels in Bangkok. Competition Situation and Growth Trend At the end of 2009, the bakery market was more vigorous than the same period of the previous year as a result of the rising spending of people since the early 4th quarter till the present. This is in line with the economic situation which has started to recover although in the beginning of the year the overall market was affected by the negative factors in the country. Nonetheless, the Company still believes that the business value of the bakery market will grow continually, particularly the catering business. This is because of the changing habit of consumers who tend to organize parties at homes, companies, or offices which are more private and cheaper when compared to the parties in hotels. The events to launch new products by PR companies also contribute to the growth of the catering business. The growth of LENÔTRE Exclusive Catering Service in Thailand is well recognized by high profile customers both private and corporation. The demand is continuously increasing although the Company has not advertised. Most of the customers who are impressed with our food design and taste spread positive word of mouth to other customers, making it more recognized among target customers who appreciate art to living and eating. Products and Services Provision In terms of products, LENÔTRE emphasizes the production and import of good quality products with well selected materials under international standard both from inside and outside the country. The Company has invested in the tools, equipment and professional level technology to be used together with modern knowledge from LENÔTRE France not only on how to maintain the quality of the materials in order to use the materials to the highest efficiency but also to help reduce the cost of the business and to make the best quality products. Concerning the service and management, the Company has entered into an agreement with the Accor Group in the middle of 2006 to take over the management of all LENÔTRE restaurants in Thailand. The management and the staff development and training as well as the network of Accor will significantly help distribute the goods and add the distribution channels to LENÔTRE in the future.

NATURAL PARK PUBLIC COMPANY LIMITED BUSINESS OPERATION IN EACH BUSINESS GROUP

RISK

FACTORS Operational Risk Natural Park Public Company Limited’s apartment business is still good because most of its foreign customers tend to rent for a long term. The Company is not much affected by external factors whereas the apartment business as a whole remains stable. The sign of economic recovery in the fourth quarter of 2009 is expected to have positive effect on the apartment business in 2010. The hotel industry has been impacted by political situation especially during the Songkran holidays, and the pandemic spread of swine flu in 2009. This caused the lower occupancy rate and higher competition atmosphere where hotels tried to attract customers by offering discounts of room prices. In addition, the bankruptcy of the USA-based Lehman Brothers which holds the debentures which the Company issued has impact on the additional construction of Novotel Beach Resort Panwa Phuket. N-PARK has sued Lehman Brothers for damages and the case is presently under the hearing of the court. Nevertheless, the Company’s hotels are in good locations in Bangkok, and major tourist cities. Besides, they are operated by the highly competent management team who helps strengthen marketing activities. The Company has intended to complete the construction of its hotels: Siam Kempinski Hotel and Kempinski Residences Siam Project to be opened in the second quarter of 2010. In terms of construction and renovation, the interest rates have been continually decreased this year and the cost of construction materials remains stable. These favorably benefit the administration of construction projects.

Financial Risk As at 31 December 2009, the Company’s total current assets were Baht 236.64 million and the total current liabilities were Baht 3,235.72 million. Besides the negative operating cash flow, the Company faced the net loss for the year ended on 31 December 2009 in the amount of Baht 499.72 million (including minority shareholders’ equity), leading to the shareholders’ equity of Baht 115.85 million. Consequently, the auditor noted that the Company’s loss mainly resulted from the estimated liabilities for the legal cases with creditors in the Rehabilitation Plan and the Company’s ability to follow the debt restructuring agreement. Besides, the subsidiaries did not pay for the debentures which reached maturity in December 2009 and the interest. N-PARK and its subsidiaries may have the liabilities resulting from legal proceedings. The Company’s large amount of estimated liabilities and its subsidiary’s default on payment of rent significantly indicate the uncertainty of the Company’s and its subsidiary’s continual operations. Nevertheless, the Company has acknowledged these problems and puts its best effort to find solutions. In the early 2009, the Company sold its capital-increase shares amounting to Baht 346.98 million (from the total 34,698.79 million shares at a par value of Baht 0.01.) In the same year, N-PARK entered into the debt restructuring agreement with Krung Thai Bank Public Company Limited (“KTB”), which allows the extension of the repayment period for another two years and the MLR rate. This will benefit the Company in terms of reduced interest burden and better financial liquidity. N-PARK follows the agreement and repays the debt as specified by KTB. Moreover, the Company entered into the compromise agreement with Thai Ocean Life Insurance Company Limited (“OCEAN”) to end the legal cases and fully repaid Baht 200 million as mutually agreed in the agreement. As a result, N-PARK had the profit from the debt restructure in the amount of Baht 161.20 million. Later on 15 February 2010, OCEAN filed the petition with the Central Bankruptcy Court for withdrawal of an appeal of the bankruptcy case. Other cases are currently being heard by the relevant courts as detailed in Litigation Risk. As for the payment of debentures which reached maturity in December

NATURAL PARK PUBLIC COMPANY LIMITED RISK FACTORS

RISK

FACTORS 2009, the subsidiary filed the lawsuit against Lehman Brothers to the Bangkok Southern Civil Court requesting the court to order Lehman Brothers to pay the remaining undrawn amount. The case is currently under the hearing of the Court. The subsidiary, therefore, temporarily holds activities related to the debentures. Nonetheless, the Company is considering the best solutions for the problem by taking into account the benefits of shareholders and the Company.

Dividend Payment Risk As at 31 December 2009, the Company had a total deficit of Baht 8,463.69 million. Consequently, the Company cannot pay dividends to all shareholders in pursuant to law and the shareholders have the risk of not receiving dividends according to the dividend payment policy of the Company.

Litigation Risk The Company was sued in several cases, most of which involve its business rehabilitation. This is considered the major problem the Company is now facing. Last year, N-PARK entered into a compromise agreement with OCEAN to end the legal cases as mentioned in Financial Risk. However, as at 31 December 2009 the Company recorded Baht 1,140.30 million as the estimated liabilities as a result of court judgments involving the rehabilitation process: 1) payment to ACL Bank Public Company Limited in the amount of Baht 741.40 million as ordered by the court on 6 July 2007; 2) payment to Sathorn Asset Management Company Limited in the amount of Baht 212.69 million as ordered by the court on 4 March 2009; 3) payment to Nakornthon Bank Public Company Limited via its subrogee-Bangkok Commercial Asset Management Public Company Limited-in the amount of Baht 130.45 million as ordered by the court on 29 May 2009; and 4) the case between the Company and the official receiver of Thananakorn Finance and Security Public Company Limited in the amount of Baht 55.75 million as ordered by the court on 22 December 2009. The mentioned cases are currently under the hearing of the Court of Appeal. Other cases are currently being heard by the relevant courts, and are not final yet. The details appear in Item 7 Litigations section.

NATURAL PARK PUBLIC COMPANY LIMITED RISK FACTORS

LITIGATIONS As at 31 December 2009, the Company’s litigation issues as follow: a) The Company has the significant litigation issues related to the business reorganization in the past as follow: 1. On 9 December 2004, Ocean Life Insurance Co., Ltd. (“Ocean” or “plaintiff”) has filed the petition against the Company, other companies and involved person for violations of the Securities and Exchange Act B.E. 2535 and the Bankruptcy Act B.E. 2483. Currently, the Court temporality discharges the case out of table of contents since the Company can agree with the plaintiff and gathered appointment is given in order to listen to the compensation result on 30 October 2009. On 30 October 2009, the plaintiff declared that the Company already repaid the full amount of debt to the plaintiff. On 15 February 2010, the plaintiff filed the petition to withdraw the case and to request the Court discharges the case out of the table of contents. And the Court allows the plaintiff to withdraw the case and discharges the case out of the table of contents. 2. On 12 October 2005, the Central Bankruptcy Court dismissed the bankruptcy case as a result of the Company was not insolvent and not bankrupt which Ocean Life Insurance Co., Ltd. had filed the bankruptcy case for the ground of debentures in the amount of Baht 200 million on 28 March 2000, the plaintiff had appealed the judgment of Central Bankruptcy Court to the Supreme Court. On 28 October 2009, the Company filed a declaration to the Supreme Court that the Company already repaid the full amount of debt to the plaintiff. On 15 February 2010, the plaintiff filed the petition to withdraw the appeal to the Supreme Court. The case is presently under the consideration of the Supreme Court. 3. On 4 May 2005, Ocean Life Insurance Co., Ltd. submitted the petition requesting the court to retrial for the civil case of debenture amount Baht 260.30 million. Later, on 4 June 2008, the Southern Bangkok Civil Court sentenced the Company, as defendant in the case of issuing debentures, to pay principal by Baht 200 million and interest charges at 12.42% per annum from 20 November 1996 to 10 September 1997 and at 7.5% per annum from 11 September 1997 until the entire payment has been completed. The management of the Company has considered such matter and viewed that although such liability happened 12 years in the past before the Company entered into the rehabilitation process but the current situation require the Company to compromise in order for the Company to lower the debt reserve burden and strengthen the Company’s financial status. Also, the settlement of the bankruptcy case is crucial for the Company’s survival. Therefore, the Meeting of the Board of Directors of the Company No. 3/2009 on 29 January 2009 resolved to enter into a compromise agreement with Ocean Life Insurance Co., Ltd. On 3 February 2009, The Company entered into a Compromise Agreement with Ocean Life Insurance Co., Ltd. whereby the Company will pay Baht 200 million in installments for dismissing all the lawsuit cases as follow: a. On the date of entering into a compromise agreement and the appeal court ordered accordingly, the Company will pay cash of Baht 75 million. b. Within 15 March 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 50,968,148 shares or transfer other assets acceptable by Ocean or cash of Baht 19,893,270 million.

c. Within 15 April 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited

NATURAL PARK PUBLIC COMPANY LIMITED LITIGATIONS

LITIGATIONS amount of 134,645,926 shares or transfer other assets acceptable by Ocean or cash of Baht 52,553,365 million. d. Within 15 October 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 134,645,926 shares or transfer other assets acceptable by Ocean or cash of Baht 52,553,365 million. Nonetheless, the payment in no 2 - 4 with shares or other assets have to be no liabilities attached. In addition, within 4 months after the Company has fully paid to Ocean, Ocean will filed a statement to withdraw the appeal of the bankruptcy case of the Central Bankruptcy Court other cases that has Ocean as the plaintiff. As at 31 December 2009, the Company already paid the 1st - 4th installment totaling Baht 200 million to Ocean. Therefore, the Company has fully paid in accordance with the Compromise Agreement and obtained gain on debt restructuring about Baht 161.19 million. On 15 February 2010, the Ocean filed the petition to withdraw the appeal for Bankruptcy Case. The case is presently under the consideration of the Supreme Court (Please see No. 2 above). 4. On 17 August 2006, ACL Bank Public Company Limited has filed the civil case against the Company to the Southern Bangkok Civil Court for the ground of loan guarantee. On 6 July 2007, the Southern Bangkok Civil Court ordered the Company to pay principal of Baht 247.5 million and interest of 21% p.a. from 1 September 1996 onwards. Nonetheless, total interest calculated to the filing date will not exceed Baht 522.2 million. But in the case that the plaintiff receives debt repayment though the enforcement of this case will be reduced accordingly. Subsequently on 15 August 2007, the Company has appealed the judgment of the Southern Bangkok Civil Court on problem in utilizing unjust right in court, withheld information by the creditor and problem in enforcing the civil case which should not affect the assets that came from business rehabilitation for the overall economy as a public company, etc. At present, the case is being heard by the Appeal Court. The Company has recorded provision for liability from the Courtâ&#x20AC;&#x2122;s adjudication. 5. On 2 March 2007, Sathorn Asset Management Company Limited which was paid for a whole amount of debt has filed the civil case against the Company to the Southern Bangkok Civil Court for the ground of AVAL, loan by promissory note and guarantee amount in the amount of Baht 199.09 million between that was before the Company entered into the business reorganization. Sathorn Asset Management Company Limited as plaintiff and the Company (defendant 1), Expert Management Co., Ltd. (defendant 3) and Manor Management Service Co., Ltd. (defendant 4) On 4 March 2009, the Southern Bangkok Civil Court ordered the defendant 1 to pay Baht 170,180,901.38 including interest of 12% p.a. on the principal amount of Baht 100,000,000 from 3 May 2000 onwards until fully paid. The defendant 3 and defendant 4 are jointly responsible with defendant 1 amount of Baht 79,801,369.88 including interest of 12% p.a. on the principal amount of Baht 50,000,000 from 3 May 2000 onwards until fully paid. The amount that defendant 1 paid to plaintiff on 21 September 2001 of Baht 22,912,102.95, 7 March 2003 of Baht 5,000, 10 June 2003 of Baht 11,936.66, 31 July 2003 of Baht 618,339.73, 25 September 2003 of Baht 741,070.90 and 25 February 2004 of Baht 49,253,929.10 will be deducted from the amount that defendant 1, 3 and 4 is obligated to pay by deducting it as payment of interest first then deducting it from the principal amount. The case is presently under the consideration of the Appeal Court. However, the Company has recorded the provision for liability from the Courtâ&#x20AC;&#x2122;s adjudication.

NATURAL PARK PUBLIC COMPANY LIMITED LITIGATIONS

LITIGATIONS 6. Bangkok Commercial Asset Management Co., Ltd. (right user for Nakornthon Bank Pcl. (plaintiff)) which was paid for debt according to the rehabilitation plan, submitted the petition requesting the court to retrial for the civil case which file against the Company on 24 October 1997 to the Southern Bangkok Civil Court for the ground of plaint in the amount of Baht 49.71 million and interest charges at 23% per annum of amount of principle Baht 41.25 million calculated from the date of filing suit to payment date. On May 29, 2009, the Southern Bangkok Civil Court adjudicated that the Company (2nd defendant) jointly takes the guilty with the 1st defendant and 3rd defendant by making repayment of Baht 41.82 millions plus interest in the rate of 16.5% per annum of the principle of Baht 41.25 millions commenced from November 1, 1996 until it is completely repayable. It is noted that the amount that the plaintiff receives debt repayment from the 2nd defendant (amount of Baht 1.04 millions) in accordance with the entity rehabilitated plan of the 2nd defendant is deducted out of the principle balance that will have to repay. The Company, thus, recorded “the gain on reversal of provision for liabilities” amount to Baht 33.39 million in the statement of income for year ended on 31 December 2009. This results from the interest rate as the sentence less than the plaint. The case is presently under the consideration of the Appeal Court. However, the Company has recorded the provision for liability from the Court’s adjudication. 7. On 27 October 2005, the official receiver of Thananakorn Finance and Security Public Company Limited has notified to the Company to repay the interest of debenture in the amount of Baht 31.91 million which the Financial Sector Restructuring Authority had auctioned to other persons. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 22 December 2009, the Central Bankruptcy Court issued the order to amend the order of the official receiver that the Company has to repay the default interest at the rate of 7.5% per annum of the principle, the unpaid interest, in the amount of Baht 31.91 million commenced from 19 January 2000 until it is completely repayable to the official receiver of such financial institution. Apart from the amendment, the order will be retained as the official receiver’s order. On 5 February 2010, the Company submitted an application for expanding the period of appeal against the Central Bankruptcy Court’s adjudication. And the Court allowed the Company can submit the appeal within 11 March 2010. However, the Company has recorded the provision for liability from the Central Bankruptcy Court’s order. 8. On 26 August 2004, Siam Commercial Bank Public Company Limited has filed petition to request the new hearing in the civil case that prosecuted the Company (defendant no. 2) on December 26, 1997 to the South Bangkok Civil Court in the loan cause of lawsuit in amount of Baht 87.80 million. Presently, the plaintiff requests to wait for Supreme Court adjudication in part of defendant no. 1 (borrower) and defendant no. 3 (guarantor). When the Supreme Court adjudicates, the plaintiff will declare in order to bring the case in part belonged to the Company to newly consider again. The lawyer of the Company still may not express opinion in the case since (1) Defendant no. 1 and defendant no. 3 have filed explanation of the original treatise to object adjudication of the Appeal Court to the Supreme Court. Moreover, presently, the case is under the consideration of the Supreme Court. (2) The defendant no. 1, the Central Bankruptcy Court has ordered the definite wealth protection. The plaintiff has filed the petition to receive debt repayment. Moreover, it is not obvious that how much the plaintiff received debt repayment from the benefit of wealth in the bankruptcy case of the defendant no. 1. However, the amount that the plaintiff received debt affects the responsibility of other defendants in the case which including the Company. (3) The defendant no. 4 has filed the petition to withdraw the explanation of the original treatise by providing the cause that it has repaid debt to be satisfied by the plaintiff. It is not obvious that

NATURAL PARK PUBLIC COMPANY LIMITED LITIGATIONS

LITIGATIONS how much the defendant no. 4 has repaid debt to the plaintiff. However, the amount that the plaintiff received affects the responsibility of other defendants in the case including the Company. As a result, the Company may not know the obvious damage for the time beings. 9. On 29 November 2005, the official receiver of Finance One Limited has notified the Company to repay the interest of debenture in the amount of Baht 2.31 million as the ground of debenture. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 25 December 2007, the Central Bankruptcy Court ordered the dismissal the Company from the debtor’s list of such financial institution. On 22 February 2008, the official receiver appealed to the order of the Central Bankruptcy Court and the Company filed a plea. The case is presently under the consideration of the Supreme Court. 10. An official receiver of Mahanakorn Trust Public Co., Ltd. filed a request for new trial of the civil case to the Civil Court. On 29 September 1998, the plaintiff requested the Company to repay debt amount of Baht 126.76 million together with interest of 5% p.a. from the principal of Baht 120.51 million from the date of filing the lawsuit until the date that the debt has been fully repaid. Currently, the Civil Court has scheduled the date for witness testimony of defendant on 9 March 2010. The lawyer of the Company deems that the request for new trail by the official receiver is not just because the plaintiff is not the Company’s creditor and the Company does not have outstanding debt with the plaintiff. The debt was settled because the mortgagor had compromised with the plaintiff. Upon the debt was fully paid according to the compromise agreement, the debt between the plaintiff and every debtors (including the Company) was fully settled with no further obligation. The plaintiff can no longer request payment from the Company, the mortgagor or the guarantor. 11. On 30 September 2009, Bangkok Commercial Asset Management Co.,Ltd., has filed a lawsuit against the Company (defendant 1) and others three defendants as the guarantors of Natural Place Tower Company Limited (Debtor) with the Southern Bangkok Civil Court claiming for outstanding at Baht 135.31 million together with interest of 15% p.a. on the principle of Baht 47.09 million from the date of filing of the complaint until the date that the debt has been fully repaid. The case is presently under the consideration of the Southern Bangkok Civil Court and the Court gathered appointment on 7 April 2010. The Company’s lawyer deems that as the Central Bankruptcy Court has ordered to absolute receivership all assets of the Debtor since June 4, 2007. The plaintiff has requested for the settlement, therefore this is not explicit on the portion of assets of Debtor to be paid to the plaintiff according to Bankruptcy Court case. As the results, this settlement amount to the plaintiff will be effected to the compensation amount of the guarantors including the Company. b) Other litigation cases 1. On 21 May 2008, a subsidiary, Natural Project Chao Phraya Company Limited, was sued by a company, regarding on non-perform with the agreement and default in repayment on the outstanding balance of Baht 46.49 million with interest of 7.5% p.a. of principle Baht 40.2 million calculated from the date of filing suit to payment date with Prakanong Provincial Court. The Company was also sued as a co-defendant. The case is presently under the consideration of the Prakanong Provincial Court.

NATURAL PARK PUBLIC COMPANY LIMITED LITIGATIONS

CAPITAL

STRUCTURE Company’s Securities 1. Common Shares As at 31 December 2009, the Company’s registered capital detail is as follows: Registered Capital Baht 60,430,920,000 Paid-Up Registered Capital Baht 46,784,977,213 Shares Number of Issued Common Shares 46,784,977,213 Per Share Par Value 1.00 Debentures Natural Hotel Panwa Company Limited, a subsidiary company, issued debentures detailing as follow: Issuer Type of Debentures Number of Issued Debentures Face Value Total Amount Interest Rate Date of Issued Redemption Period Term Maturity Date Collateral

Natural Hotel Panwa Company Limited Unsubordinated and Secured Debentures with a Debentureholders’ Representative, evidenced by a Name-Registered Certificate 860,522 units divided into Class A 254,000 units and Class B 606,522 units Baht 1,000 Baht 860,522,000 Class A - THBFIX plus 3.3% p.a. and Class B - THBFIX plus 5.3% p.a. 20 December 2006 Within 3 years from the issuance date 3 years 19 December 2009 Pledged 2,999,994 common shares of Natural Hotel Panwa Company Limited held by Natural Park Public Company Limited and mortgaged land 11-0-99 rai and construction of Natural Hotel Panwa Company Limited

Up until now the subsidiary company received cash of Baht 575.22 million for the debentures issued to Lehman group. As for the remaining undrawn amount of Baht 285.30 million, the subsidiary company requested to withdraw, which was in accordance with the agreement. However, as generally known, Lehman Brothers (“Lehman”) had faced financial crisis and became insolvent. The subsidiary company made several demands but Lehman did not respond and denied the payment. Subsequently, Hong Kong High Court has ordered to liquidate Lehman. Thus, Lehman can not make payment as requested by the subsidiary company. Consequently, the subsidiary company cannot develop and renovate the Novotel Beach Resort Panwa Phuket Hotel as initially planned. Therefore, on 27 April 2009, the subsidiary company filed a lawsuit against Lehman to the Bangkok Southern Civil Court requesting the Court to order Lehman to pay the remaining undrawn amount as previously agreed upon for the

NATURAL PARK PUBLIC COMPANY LIMITED CAPITAL STRUCTURE

CAPITAL

STRUCTURE project to go on. The subsidiary company has claimed for damages from the default on agreement in the amount of Baht 327.37 million with default interest of 7.5% per annum from the date next to the suing date onwards. The subsidiary company also requested the Court to issue the order to forbid Lehman to claim for, to exercise, or to enforce any of its rights specified in the share subscription agreement and security agreement, including any rights stipulated in the terms and conditions for the debentures holders until Lehman pays all undrawn amount and other damages. Moreover, the Company filed the petition that the Court orders the interim protection until the verdict will be constituted. Since the case is under the consideration of the Bangkok Southern Civil Court, the subsidiary company will temporarily hold any activities related to the debentures. Nonetheless, the Company is seeking solutions for the problem by taking into account the benefits of shareholders and the Company. 2. Shareholders The first 10 shareholders and the number and percentage of shares held as at 16 April 2009 (the latest date of the closing of the Share Register Book).

Shareholders

No. of Shares Held

% of Shares Compared to Paid-up Capital

2,250,000,000

4.81

1,709,337,900

3.65

1,685,842,150

3.60

1,580,000,000

3.38

1,250,708,270

2.67

1,085,453,356

2.32

1,072,034,350

2.29

1,014,209,500

2.17

1,000,000,043

2.14

1. Mr. Sermsin Samalapa 2. Ms. Sitthinaree Larpthananukoon 3. Mr. Komol Jungrungruengkij 4. Mr. Chatchai Liangsrisuk 5. Mr. Thongchai Jiraalongkorn 6. E-Street Properties Limited 7. Ms. Yuppayao Boonsom 8. Ms. Somluck Chaowacharoen 9. Mr. Taweechat Chulangkul 10. Mr. Kriengsak Thiennukul Others

885,250,000

1.89

33,252,141,644

71.07

Total

46,784,977,213

100.00

3. Dividend Policy The Companyâ&#x20AC;&#x2122;s dividend policy is to pay to shareholders not less than 30 percent of net profit as stated in the Company Only financial statements after deduction of reserves as determined in the Memorandum of Association of the Company and by law. Nonetheless, the dividend payment will incorporate the following factors such as the performance and financial position of the Company, liquidity of the Company in business expansion and other factors related to managing the Company. Also, the dividend payment has to be approved by the Shareholders and the Board of Directors of the Company. NATURAL PARK PUBLIC COMPANY LIMITED CAPITAL STRUCTURE

MANAGEMENT ORGANIZATION CHART

BOARD OF DIRECTORS AUDIT COMMITTEE

EXECUTIVE COMMITTEE PRESIDENT & CEO

INTERNAL AUDIT

PRESIDENT OFFICE

PROPERTY DEVELOPMENT & MANAGEMENT

OPERATION SUPPORT

FINANCE & CONTROLLING

CONSTRUCTION & PROJECT MANAGEMENT

EXECUTIVE SECRETARY

PROPERTY MANAGEMENT

HUMAN RESOURCES

STRATEGIC & FINANCIAL PLANNING

CONSTRUCTION MANAGEMENT

CORPORATE STRATEGIC PLANNING

PROPERTY DEVELOPMENT

LEGAL

ACCOUNTING

PROJECT DESIGN COORDINATION

INFORMATION TECHNOLOGY

FINANCE

DESIGN RESEARCH & INFORMATION

CORPORATE COMMUNICATIONS

PURCHASING

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT 1. Management Structure As of 31 December 2009, details on the Board of Directors and other officers were as follow: The Board of Directors consisted of 6 members: 1) 2) 3) 4) 5) 6)

Mr. Chaiwat Atsawintarangkun Mr. Sakthip Krairiksh Mr. Thavisakdi Tanta-Nanta Mr. Sermsin Samalapa Mr. Paisarn Tangyuenyong Mr. Weerawat Wattanatchariya

Director and Chairman of Audit Committee Director and Audit Committee Director and Audit Committee President and Chief Executive Officer Director and Executive Officer Director and Executive Officer

The Audit Committee consisted of 3 members: 1) Mr. Chaiwat Atsawintarangkun 2) Mr. Sakthip Krairiksh 3) Mr. Thavisakdi Tanta-Nanta

Chairman of Audit Committee Audit Committee Audit Committee

The Executive Committee consisted of 3 members: 1) Mr. Sermsin Samalapa 2) Mr. Paisarn Tangyuenyong 3) Mr. Weerawat Wattanatchariya

Chief Executive Officer Executive Officer Executive Officer

Management 1) Ms. Urai Loal 2) Ms. Nuttapun Giramethakul 3) Mr. Pisit Rojanavanich

Executive Vice President Senior Vice President Senior Vice President

The Companyâ&#x20AC;&#x2122;s Secretary 1) Ms. Kaemakorn Vachiravarakarn Note: In year 2009 M.R. Kasemsamosorn Kasemsri has resigned as Chairman and Director of the company

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT Summary of Directors held the position in Board of Directors and Sub-Committee

Name Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat

Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya

Director

Audit Committee

     

  

The Executive Independent Committee and Authorized Director Director

     

All directors have attended the training from Thai Institute of Directors as shown in the Details of the Directors and Management (attachment). In addition, Mr. Chaiwat Atsawintarangkun, who is holding the position of Chairman of the Audit Committee, also has vast knowledge and experience in reviewing financial statements. All independent directors have no business relationship or any professional services with the Company, the parents company, subsidiaries, associated companies or any jurisdictions which may have direct conflict of interest. Besides, all independent directors are not holding any positions as independent directors in the parents company, subsidiaries, or other subsidiaries in the same level. Management, Duties and Authorities of the Directors of the Company Duties and Authorities of the Board of Directors 1) Directors shall perform their duties in compliance with the law, objectives as well the Company’s articles of association and resolutions from shareholders meetings. 2) Directors are prohibited from engaging, or becoming partners or directors, in any juristic person with the same status as the Company, of which the business is in the same nature as and in competition with the business of the Company, unless a shareholders meeting has been notified there of prior to passing a resolution for his/ her appointment. 3) A director shall notify the Company without delay when he/she has an interest in any contract made with the Company or when the number of the Company shares held by the said director increases or decreases. 4) The Board of Directors shall appoint the Chairman and members of the Company’s Audit Committee. 5) The Board of Directors shall have the power to nominate authorized directors who have the power to affix their signatures, together with the Company seal, to bind the Company. Duties and Authorities of the Executive Committee 1) Determining policies, directions, strategies and key management structure, which conform to the economic condition and competition, and proposing to the Board of Directors for approval. 2) Developing business plans, budget and authority of the management and proposing to the Board of Directors for approval. NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT 3) Examining, and monitoring the implementation of the defined policies and management guideline in achieving the operation efficiently. 4) Monitoring the performance of the Company’s operation to be in accordance with the approved business plan. 5) Considering and screening any project investments of the Company before proposing to the Board of Directors for approval. 6) Opening deposit accounts with the financial institutions. 7) Conducting financial transactions with the financial institutions such as borrowing, pledge, mortgage, guarantee and other businesses including buying, selling and registering for the ownership of land. These transactions must be in accordance with the objective of the Company and beneficial to the operation at an amount not exceeding Baht 100 million. 8) Conducting any other affairs occasionally assigned by the Board of Directors. The Board of Directors has delegated the authority to the Executive Committee to whatever operations fall within the duties and authorities of the Executive Committee. This said delegation is not in form of the delegation or subdelegation which involves the case that the Executive Committee or a persons assigned by the Executive Committee can approve transactions having a conflict of interest or having interest in or a conflict of interest otherwise (as defined by a notification of the Office of the Securities and Exchange Commission and/or the Stock Exchange of Thailand) with the Company or its subsidiaries. Duties and Authorities of the Audit Committee The scope of duties and responsibilities of the Audit Committee shall be as listed below, and the Audit Committee shall report directly to the Board of Directors. 1) Review and ensure that the Company’s financial reports are accurate, reliable, and with sufficient disclosure of information. 2) Review and ensure that Company has appropriate and efficient internal control and audit systems. 3) Review and ensure that the Company complied with the law governing Securities and Securities Exchange, as well as regulations of the Stock Exchange of Thailand. 4) Review, select and nominate for appointment the Company Auditor and recommend the auditor’s remuneration 5) Ensure that there is no conflict of interest, as well as complete and accurate disclosure of Company information in the case of connected transactions that may lead to conflicts of interest. 6) Perform other duties assigned by the Board of Directors and agreed by the Audit Committee. 7) Prepare the Audit Committee’s report and disclosed in the Company’s Annual Report. Duties and Authorities of the President & CEO The President & CEO shall supervise, manage, operate, and carry out day-to-day business for the interest of the Company in line with the Objectives and Articles of Association of the Company. He/She shall also comply with the regulations, resolutions, policies, plans, and budgets set forth by the Board of Directors within the scope of relevant laws and the authority defined by the Board of Directors.

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT The CEO shall approve any business operation as long as it does not involve the case of the CEO or any individual having a conflict of interest as defined by a notification of the Office of the Securities and Exchange Commission and/ or the Stock Exchange of Thailand, or having interest in or a conflict of interest otherwise with the Company or its subsidiaries. In 2009, the Board of Directors convened 10 meetings as follow:

Name of Directors Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat

Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya

Frequency of the meetings’ participation 9/10 7/10 10/10 7/10 10/10 9/10

2. Selection of Directors and Management

The Board of Directors comprises not less than five directors elected at a shareholders’ meeting to manage the business of the Company. No less than half of the directors shall reside in the Kingdom of Thailand and the directors shall have the qualifications as required by law. The shareholders meeting shall elect directors according to the following rules and procedures. 1) A shareholders shall have one vote per one share. 2) To elect members of the Board of Directors voting may be carried out individually or simultaneously for all candidates to be elected at that meeting, whichever the meeting deems appropriate. In voting for directors, individually or simultaneously, each candidate shall receive the votes from each shareholder voting for him/her according to the total number of shares held by that shareholder (as specified in 1). That is, each shareholder shall allot all of his/her votes to only one candidate. 3) The candidates shall be ranked in the descending order from the highest number of votes, and shall be appointed in that order for the number of directors required at that meeting. In the case of a tie vote in the last position to be filled, which will result in the number of elected directors exceeding the number required, the chairperson of the meeting shall have a casting vote. At every annual ordinary general shareholders’ meeting, one-third of the directors shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire. Directors retiring from office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the directors who have held office the longest time shall retire. Directors retiring by rotation may be reelected.

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT In the case for selection of Audit Committee, the selection procedures and principles are as follows: 1) The Board of Directors will consider from a list of qualified outside-persons generally accepted by the business sector and appropriate academic realm and nominated by the Chairman for appointment, or proposed for appointment at the shareholdersâ&#x20AC;&#x2122; meeting, which ever is the case. 2) Shareholders shall select the candidates which will be approved by the majority vote of the shareholders participating in the meeting and having voting rights to vote for the approval.

3. Managements Remuneration 1.1 Financial Remuneration a. Compensation for the Board of Directors In 2009, the Company paid compensations for all directors in the total amount of Baht 2,040,000 as follows: Amount (Baht)

Name Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat

Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya

Total

Director and Chairman of Audit Committee Director and Audit Committee Director and Audit Committee President and Chief Executive Officer Director and Executive Officer Director and Audit Committee

520,000 500,000 540,000 140,000 180,000 160,000 2,040,000

Note : The Compensation for the Board of Directors stated above do not include the compensation for a director who resigned during the year amounting 211,667 baht.

Nevertheless, all independent directors are not holding any positions as independent directors in the parents company, subsidiaries, or other subsidiaries in the same level. Therefore, the independent directors do not have any remunerations from the parents company, subsidiaries, or other subsidiaries in the same level.

b. Total Compensations and Numbers of the Executive Committee and Managements In 2009 salaries and bonus of the Executive Committee and Management, which include the first four persons down from president and every person at the same level of the fourth person equal to 6 persons, amounted Baht 24,448,200 1.2 Other Remuneration - None -

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT 4. Corporate Governance The Board of Directors gives precedence to the Principles of Good Corporate Governance and has appointed every executive committee and employee to follow which cover the following major principles: 1) Treat the shareholders and other related parties equally and be fair to all parties. 2) The Company’s Board of Directors and Executive Directors are willing to protect and eliminate all types of dishonest actions and shall not conduct any action, manage or organize anything that could lessen the profits of the Company or to benefit any person or juristic person for their own or other person’s interest. 3) The Company’s Board of Directors and Executive Directors are free to make any decision or take any action which including the building of satisfaction in the rightfulness of the decision made by the Board of Directors and the Executive Directors of the Company. 4) Operate the business transparently in order to be accountability and to ensure all sufficient information are disclosed to all related parties which including the responsibility in the decision and action made by themselves and to be able to clarify or explain the decision that has been made. 5) Operate the business by taking all risks into consideration and establish an appropriate risk control and management. 6) Set up moral and ethical policy for the Committees, Executives and employees to follow. In the year 2009, the Company has been following the Principles of Good Corporate Governance for Listed Companies 2006 as set forth by the Stock Exchange of Thailand as follows: 1. Rights of Shareholders The Company shall schedule the shareholders general meeting to be held once a year within 4 months after the end of the Company’s accounting year. In urgent cases when important decision has to be made which affect or related to the benefits of the shareholders or related to any condition, regulations or law where approval from the shareholders are required, the Company shall call for an extraordinary meeting case by case. The Board of Directors shall direct and monitor the shareholders’ meeting to be in accordance with the Company’s regulations, legal provision and policies of the Board of Directors of the Stock Exchange of Thailand re: the Appropriate Practices for Listed Companies for Organizing Shareholders’ Meeting as well as the Guideline on Holding a Shareholders’ Meeting of the Office of Securities and Exchange Commission in order to support the equal and fair treatment to the every shareholders. In 2009, the Company held 2 shareholders’ meetings, one was the shareholder’s general meeting on April 30, 2009 and the other was the shareholders’ extraordinary meeting on February 2, 2009 for the shareholders to consider and make decision on Company’s activities as prescribes by law. The Company has arranged to send meeting invitation letter, power of attorney and the meeting documents at least 7 days or 14 days (in some cases) prior to the meeting days which was sufficient for the shareholders to study all the information prior to the meeting. All the documents were sent to every shareholder under the collection of the name under Section 225 of Securities and Stock Exchange of Thailand Act B.E. 2535 by closing method of the shareholder’s register book. Moreover, the Company also posted the information on the Company’s website, www.naturalpark.co.th in advance in order that the shareholders will have sufficient time to study the information on the shareholders’ meeting.

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT 2. Equitable Treatment of Shareholders The Board of Directors has set procedures to keep and prevent the use of inside information by the Directors and the Executives for their own or other interests that could cause damages to the shareholders as a whole as detailed in number 9.5 re: the Guidance on the Use of Inside Information as well as appointing the Board of Directors and the Executive to disclose all information related to their own benefits and loss and of their related parties in order to consider any possible conflict of interest. Additionally, the Board of Directors has given an opportunity to the shareholders who were unable to attend the meeting to be able to vote by proxy. The Company has nominated 1 independent committee to be an alternative proxy for the shareholders. 3. Role of Stakeholders The Board of Directors has taken into consideration the rights of the stakeholders related to the Company such as the customers, employees, partners, shareholders and debtors. The Company has disclosed sufficient information for the truth and invariable credibility and timely in order that all the stakeholders are equally informed of all the information. Additionally, the Company has also treated the stakeholders fairly and has not taken any advantage of or applied the double standard to any stakeholders and shall establish fair and straightforward procedures. Moreover, the Company always supports all the activities in which they are beneficial to community, society and environment. In 2009, the Company made donations to support many organizations such as the blood donation project with Thai Red Cross every quarter; donations to temples in various provinces totally 11 temples; and donations to schools, universities, and home for babies. 4. Disclosure and Transparency The Company’s Board of Director has disclosed accurate and complete information on all important issues related to the Company including the financial report and other non-financial information as set forth by the Office of Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). Besides the broadcasting of the information through SET’s channels, the Company has also disclosed information on the Company’s website, www. naturalpark.co.th which including the Company’s Annual Report where there were information on the Corporate Governance Policy, report on the Board of Directors’ responsibility on the financial report, report of the auditor and the financial statement in accordance to the general certified accounting standard which has been audited by licensed auditor and the Board of Directors’ and Executives’ remuneration. Additionally, investors and all stakeholders can build up clarity and comprehension in the overall image of the bankruptcy cases through a website, www.nparkfactandinfo. com. The Company also established a department to take responsibility on the disclosure of information on the Company’s operation to all interested parties and investors. 5. Responsibilities of the Board 5.1 Board Structure The Board of Directors has set a proportionate number of the non-management directors to the management directors to be more than half of the total numbers of the Company’s directors. There are 6 directors which consisted of 3 non-

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT management director (including auditing committees) and 3 Executive Directors which will create balance between the directing and the managing. 5.2 Committees The Board of Directors has set up different groups of committee with specific role and duty to study and screen the affairs before proposing to the Board of Directors such as Executive Committee and Audit Committee. However, other sub-committee can be added as appropriate in accordance to the Managing Structure in which the composition of members, duty and responsibility boundary has been disclosed. 5.3 Roles and Responsibilities of the Board The Board of Directors shall be responsible for the setting of vision and mission of the Company as well as direct and oversee to ensure the operational units are following the strategy in accordance to the vision and mission along with direct and oversee the risk management and the Company’s internal control by clearly set forth and separate the role and responsibility between the Board of Director and the Operational Unit and between the Board of Director and the shareholders. Moreover, the Board of Directors and the Executives shall conduct their affair without constitute any conflict of interest of themselves against the Company’s in order to ensure the management be conducted efficiently. As such, the Board of Directors shall establish procedures on the management of the business and the Company’s business ethics in written. 5.4 Board Meetings The Board of Directors shall hold a regular meeting at least once every three month and may hold a special meeting when necessary by scheduling the meeting in advance and setting clear agenda and the delivering of the meeting documents prior to the meeting prescribed in the Company’s regulations in order that the Board of Directors will have sufficient time to study the information before the meeting. Besides, the Executive Directors shall hold regular meeting every month and may hold a special meeting when necessary by scheduling the meeting in advance, setting a clear agenda and delivering the meeting documents to the Executive Directors prior to the meeting in order that the Executive Directors will have sufficient time to study the information before the meeting. In 2009, the Executive Directors held 10 meetings and quorums had presented in each meeting. There were also resolution on important subjects or issues as well as the recording of the meeting in written, the storage of meeting report that has been approved by the Board of Directors to be accountability by the committee and other related parties. 5.5 Board of Self Assessment The Board of Directors shall conduct self assessment to consider the board’s performance and to improve as well as to evaluate the sufficiency of the internal controlling system in accordance to the evaluation form of the SET. 5.6 Remuneration The Board’s remuneration shall be approved by the shareholders’ meeting. Consequently, details on the Board of Directors and the Executive Directors’ remuneration has been disclosed under the topic of Executive’s Remuneration. NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT 5.7 Board and Management Training The Companyâ&#x20AC;&#x2122;s Board of Directors has been participating in the training and development program continuously. Additionally, when there are any changes in the Board of Directors, the Operational Unit has prepared information and documents as well as giving advice on the training program to benefit the conducting of duty as a Director.

5. Supervising The Use Of Inside Information

The Company has policies to supervise its employees on the usage and exposure of inside information to external parties or to their own benefit. The policies for controlling the management team and employees are as followed. a. The Company specifies that its management has the obligation to report any conflict of interests occurring from - the exposure of inside information for their personal benefits. b.-The management has the obligation to report the entire securities holding, when there is any purchasing, - selling or transferring of securities, to the Office of the Securities and Exchange Commission. This is an - important measure to control the use of inside information. Additionally, if the management or the employees - do not comply with such policy concerning the purchasing and selling of securities using inside information, - that individual will be given verbal warning, written warning, suspension and discharge with compensation - according to law or detach without compensation, respectively, depending on the degree of wrongdoing. c.-The Company specifies the measure to prevent the use of inside information of every level of employees. - The Company shall retain the information and document that must not be disclose to public. The use - of inside information by the employees will be within the assigned scope of authorities and responsibilities.

6. Human Resources Number (Staff)

Year 2009 (thousand Baht)

Detail of Compensation

1. Natural Park Public Company Limited

145

84,731

Salary, Overtime, Diligent Fee, Upcountry Allowance and Bonus

2. Natural Park Public Company Limited and its subsidiaries

260

107,318

Salary, Overtime, Diligent Fee, Upcountry Allowance and Bonus

Company

7. Internal Control The Board of Directors has assigned the Audit Committee to assess and monitor all internal control system to become more effective and efficient. The Board of Directors agreed in accordance with the Audit Committeeâ&#x20AC;&#x2122;s internal control system assessment, which detail specifies in the Audit Committee Report below.

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

MANAGEMENT Report of the Audit Committee The Audit Committee of Natural Park Public Company Limited comprises 3 independent directors: Mr. Chaiwat Atsawintarangkun as Chairman of Audit Committee, Mr. Thavisakdi Tanta-Nanta and Mr. Sakthip Krairiksh as Audit Committee Members. Each member has duties as approved by the Company’s Board of Directors, and as specified by the Office of the Securities and Exchange Commission, and the Stock Exchange of Thailand. At least a member of the Audit Committee has knowledge and experience in reviewing the financial statements. In 2009, the Audit Committee regularly had meetings to review the quarterly and annual financial statements of the Company and its subsidiaries for the year ended 31 December 2009. The Audit Committee met with the auditor to listen to the explanations on the auditor’s report, financial statements audit result, and recommendations about relevant accounting standards. The Audit Committee together with the Company’s Board of Directors have also considered and approved the financial statements. The Audit Committee viewed that the financial statements of the Companies and its subsidiaries reveal the financial status and operational results in conformity with the generally accepted accounting principles and also disclose significant information in the Notes to Financial Statements. Consequently, the Audit Committee agreed to present to the Board of Directors in order to propose the financial statements of the Company and its subsidiaries for the year ended 31 December 2009 to the shareholders’ meeting for further consideration and approval. In respect to internal control system, the Audit Committee suggested the Company to find ways to further improve its internal control system. After following up the operating result according to the suggestions and practical guidelines which are efficient and effective, the Audit Committee opined that the Company’s internal control system is suitable and there is no flaw in the internal control system that will materially affects the operation of the Company. The Company has performed business in compliance with related laws and regulations. Moreover, the Audit Committee considered and proposed Mr. Jadesada Hungsapruek from Karin Audit Company Limited as the Company’s auditor for the year ended 2010, and considered relevant auditor fee to propose to the shareholders for approval.

On Behalf of the Audit Committee

(Chaiwat Atsawintarangkun) Chairman of Audit Committee

NATURAL PARK PUBLIC COMPANY LIMITED MANAGEMENT

CONNECTED

TRANSACTIONS The Company’s connected transactions under the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand are as listed below. Nature of Connected Transactions Details are in the Notes to Financial Statements as of 31 December 2008, Items 7 Related Parties Transactions. Related Persons -N.A.Necessity and Reasons for Connected Transactions Connected transactions from a normal course of business between the Company and subsidiaries, associates and related companies are based on a normal business necessary to the operation of the Company such as borrowing and management. Procedures for Approval of Transactions Pursuant to Section 89/12 (1) inserted in Chapter 3/1 Governance of Publicly Traded Company in the Securities and Exchange Act (No. 4) B.E. 2551 which has come into effect since 31 August 2008, a director, an executive or a related person may enter into any transaction with any company or any subsidiary only after obtaining approval from the shareholders’ meeting, unless such transaction is categorized as a transaction with the same commercial terms as those an ordinary person 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, as the case may be, provided further that the said commercial terms have been approved by the board of directors or in compliance with the principle approved by the board of directors.

As a result, for the benefits and appropriateness of the Company’s business operation, the Board of Directors’ Meeting No. 6/2551 on 14 August 2008 approved that executive directors may enter into transactions between the Company or subsidiaries and directors, executives or a related persons if such transaction has the same commercial terms as those an ordinary person 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. As for connected transactions of other manners, they shall be in compliance with the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand. The Company shall propose to the Board of Directors together with the Audit Committee to consider approving the transactions, or propose to the shareholders’ meeting for approval as the case may be. Policies or Future Trend of Connected Transactions The Company’s policy for the connected transactions is only for normal course of business and for the benefits of the Company with a fair price and terms. However, in case that the Company or subsidiaries (which held directly or indirectly by the Company more than 50% of the paid-up capital) has connected transactions, the Company shall comply with the Securities and Exchange Act (No. 4) B.E. 2551 and the Notification of the Office of the Board of Governors of the Stock Exchange of Thailand in that regard.

NATURAL PARK PUBLIC COMPANY LIMITED CONNECTED TRANSACTIONS

EXPLANATION AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS 1. Operational Performance Operating performance for the year ended 31 December 2009, the Company has total revenue of Baht 522.41 million increased by Baht 219.81 million or 72.64% as compared to the total revenue for the year 2008 of Baht 302.60 million. This was because during the year 2009 the Company succeeded in compromising with Ocean Life Insurance Co., Ltd., resulted in gain from debt restructuring of Baht 161.20 million and on 15 February 2010 Ocean Life Insurance Co., Ltd. filed a petition with the court for withdrawal of an appeal of the bankruptcy case of the Central Bankruptcy Court. In addition, the Company has gain on reversal of allowance for investment in related companies of Baht 155.31 million due to the increase of market price of investment in related companies as compared to year 2008. In term of expenses, the Company has total expenses (included minority interest) of Baht 1,018.24 million or decreased by Baht 1,086.21 million or 51.61 percent as compared to the total expenses for the year 2008 of Baht 2,104.44 million. In the year 2009, the Company was able to reduce the administrative expenses by Baht 110.77 million and decrease in the loss from disposal of investments of Baht 639.83 million. However, the major expenses incurred from the provision of liabilities from lawsuit related to past business rehabilitation, which consisted of 1) Sathorn Asset Management Co., Ltd. Case of Baht 212.69 million in accordance with the court’s judgment on 4 March 2009 that ordered the Company to repay debt, 2) Nakornthon Bank Public Company Limited by Bangkok Commercial Asset Management Co., Ltd. (subrogee) of Baht 130.45 million in accordance with the court’s judgment on 29 May 2009 that ordered the Company to repay debt 3) the official receiver of Thananakorn Finance and Security Public Company Limited of Baht 55.75 million in accordance with the court’s judgment on 22 December 2009 that ordered the Company to repay debt and 4) the interest from other cases of Baht 53.37 million. Therefore, after deducting expenses from revenue with details as explained above, the year 2009 resulted in the net loss of Baht 495.83 million as compared to the net loss of Baht 1,801.84 million in the year 2008.

2. Financial Status Assets As at 31 December 2009, the Company’s total assets were Baht 3,496 million, compared with 2008 of Baht 3,343.35 million, increased by Baht 152.65 million or 4.56% due to the rise in value of investment in related companies which is in-line with the increase in market price of investment in Bangkok Metro Public Company Limited, Sansiri Public Company Limited and Syntec Construction Public Company Limited.

Liabilities As at 31 December 2009, the Company liabilities totaled Baht 3,380.15 million, compared with 2008 of Baht 3,296.08 million, increased by Baht 84.07 million or 2.55% mainly because of the increase in provision for liabilities of Baht 62.87 million. Although the Company succeeded in compromising with Ocean Life Insurance Co., Ltd., which lower the provision for liabilities by Baht 391.20 million and incurred profit of Baht 161.20 million as mentioned above, the Company still has to increase the provision for liabilities of Baht 452.27 million from the court judgment related to the rehabilitation in the past as mentioned above.

NATURAL PARK PUBLIC COMPANY LIMITED EXPLANATION AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS

EXPLANATION AND ANALYSIS

OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS

In addition, loan from Krung Thai Bank Public Company Limited with the outstanding principal amount of Baht 859.90 million. During the year 2009, the Company has signed a debt restructuring agreement with Krung Thai Bank Public Company Limited. The repayment period has been extended for another 2 years bearing interest rate at MLR p.a. In regards to debenture of a subsidiary company that was issued to Lehman Group amount of Baht 860.52 million and redeem within 19 December 2009, as at 31 December 2009, the subsidiary company only received cash of Baht 575.22 million with the remaining undrawn amount of Baht 285.30 million. The subsidiary company filed a lawsuit against Lehman Group to the court requested the court to order Lehman to pay the remaining undrawn amount as agreed upon. Also, request for damage fees and filed the petition that the court orders the temporary protection until the court will constitute the verdict. Since the case is under the consideration of the Bangkok Southern Civil Court, the subsidiary company will temporarily hold any activities related to the debentures.

Capital Structure and Shareholders’ Equity As at 31 December 2009, the Company registered capital was Baht 60,430.92 million, increase from Baht 12,086.18 million in 2008. The capital increase was in accordance with the resolution of an Extraordinary General Meeting of Shareholders No. 1/2009 that approved the capital increase of Baht 48,344 million. The Company was able to sell the share increase amount to Baht 34,698.79 million. As a result, at the end of year 2009, the Company has a paid-up capital of Baht 46,784.98 million as compared to Baht 12,086.18 million in the year 2008. As at 31 December 2009, the Company shareholders’ equity was Baht 115.85 million as compared to 2008 of Baht 47.27 million, it increased by Baht 68.58 million or 145.08%. Although the Company incurred net loss as previously mentioned, the Company was successful in increasing its capital of Baht 347 million and reduced the unrealized loss on available-for-sales securities by Baht 218.10 million.

Liquidity The Company’s cash and cash equivalent (cash and cash at financial institutions) brought forward from 2008 was Baht 227.34 million. During the year 2009, net cash flow decreased by Baht 129.96 million, hence, resulted in net cash of Baht 97.38 million at year-end. In the year 2009, the Company utilized cash received from operation and capital increase as working capital of Baht 210.04 million, debt repayment to Krung Thai Bank Public Company Limited and repayment in accordance with the compromise agreement to Ocean Life Insurance Co., Ltd. totaling Baht 239 million.

3. Audit Fee 3.1 Audit Fee In the previous accounting period, the Company and its subsidiaries paid audit fee to the auditor of the Company and its subsidiaries as follows: - Audit fee for companies residing in Thailand in the amount of Baht 3,540,000 - Audit fee for companies residing in foreign countries in the amount of Yen 2,900,000

3.2 Non-audit Fee - None -

NATURAL PARK PUBLIC COMPANY LIMITED EXPLANATION AND ANALYSIS OF OPERATIONAL PERFORMANCE AND FINANCIAL STATUS

NATURAL PARK PUBLIC COMPANY LIMITED

REPORT OF THE BOARD

OF DIRECTORS' RESPONSIBILITIES FOR FINANCIAL STATEMENTS The Board of Directors is responsible for the financial statements of Natural Park Public Company Limited and its subsidiaries which have been prepared in accordance with generally accepted accounting standards in Thailand. The appropriate accounting policies are pursued and applied consistently with adequate disclosure of important information in the Notes to Financial Statements. The Board of Directors has prepared the internal control system in order to prevent any dishonest or irregular activities. Also this is to ensure connected transactions which may cause conflict of interest are really commercial transactions which are reasonably conducted in normal business practices and will make the most benefits. The opinion of the Audit Committee is reported in the Report of the Audit Committee in this annual report. Therefore, the Board of Directors considered the overall internal control system of the Company and its subsidiaries was at satisfactory level and believed the financial statements of the Company and its subsidiaries as of 31 December 2009 have been prepared in accordance with generally accepted accounting standards and related laws and regulations. The auditor had a qualified opinion as the financial statements of a property fund have been prepared by the management of an associated company and have not been reviewed by any other auditor. This restriction was due to the situation. And the Company did not receive yet the financial statements reviewed by any other auditor. In addition, the auditor emphasized that the Company has uncertainty about legal disputes which are under the court hearing and its subsidiary has uncertain status as the lesser may terminate the rental contract due to the subsidiary’s default on payment. In addition, there are factors which indicate significant uncertainties about the Company’s and subsidiaries’ ability to continue business operations: 1) continual losses from operation due to the debt reserve for legal cases with creditors in the Rehabilitation Plan; 2) the Company’s ability to follow the debt restructuring agreement; 3) the subsidiary company’s default on repayment of interest and debentures which reached maturity in December 2009; 4) the Company’s current liabilities which are higher than its current assets; and 5) liabilities resulting from litigation issues, large amount of estimated liabilities, and its subsidiary’s default on payment of rent. However, the Company’s Board of Directors has realized the problems and has tried to find solutions without delay to improve the Company’s financial status. In 2009, the Company was successful in selling its capital-increase shares amounting to Baht 346.98 million, and entered into the debt restructuring agreement with Krung Thai Bank Public Company Limited (“KTB”) which extends the repayment period for another two years. The Company has followed the debt restructuring agreement as specified by KTB. In addition, the Company repaid all installments as stipulated in the compromise agreement with Thai Ocean Life Insurance Company Limited (“OCEAN”). On 15 February 2010, OCEAN filed the petition with the Central Bankruptcy Court for withdrawal of an appeal of the bankruptcy case. In 2009, a subsidiary company filed a lawsuit against Lehman Brothers to the Bangkok Southern Civil Court and the case is currently under the hearing of the Court. Therefore, the subsidiary company will temporarily hold any activities related to the debentures. Nonetheless, the Company is seeking solutions for the problems by taking into account the benefits of shareholders and the Company.

Sermsin Samalapa President and CEO

Paisarn Tangyuenyong Director

NATURAL PARK PUBLIC COMPANY LIMITED REPORT OF THE BOARD OF DIRECTORS' RESPONSIBILITIES FOR FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES COMPANIES Auditor’s Report To the Shareholders and Board of Directors of Natural Park Public Company Limited 1) I have audited the accompanying consolidated balance sheets of Natural Park Public Company Limited and its subsidiaries as at 31 December 2009 and 2008, and the related consolidated statements of income, the changes in shareholders’ equity and cash flows for the years then ended. I have also audited the balance sheets of Natural Park Public Company Limited as at 31 December 2009 and 2008, and the related statements of income, the changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management as to their correctness and completeness of information presented presentation. My responsibility is to express an opinion on these financial statements based on my audit. 2) Except as discussed in the third paragraph, I conducted my audit in accordance with the 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 presentation of the financial statements. I believe that my audit provides a reasonable basis for my opinion. 3) Investment in associate was accounted for under the equity method of Baht 204 million and Baht 225 million respectively, and the share of net gain (loss) for the years of Baht (15.34) million and Baht (0.17) million respectively which was calculated on the basis of financial information for the years ended 31 December 2009 and 2008 of an Apartment Property Fund provided by the Fund Manager. The financial information has not yet been audited by the auditor. The scope of limitation for any review on those statements is caused by circumstance since the Company has not yet received the audited financial statements. 4) In my opinion, exception for the effect of any adjustment that might be required to the financial statements for the years ended 31 December 2009 and 2008 of the matter discussed in the third paragraph, the accompanying consolidated financial statements and the company financial statement referred to above present fairly, in all material respects, the financial positions as at 31 December 2009 and 2008, and the consolidated and company’s results of their operations and their cash flows for the years then ended of Natural Park Public Company Limited and its subsidiaries and Natural Park Public Company Limited in accordance with generally accepted accounting principles. 5) Without additional qualifying my opinion, I draw the attention to the following notes to financial statements: 5.1) As discussed in Note 29, the Company has litigation issues and the cases are presently under the hearing of the Court.

NATURAL PARK PUBLIC COMPANY LIMITED FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

NATURAL PARK PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES COMPANIES 5.2) As discussed in Note 20 (b) and 22, a subsidiary, Park Opera Co., Ltd., has uncertainty regarding to a lessor may terminate its lease agreement because the subsidiary has defaulted to repayment of rental charge. At present, the Company is seeking a finance resource to develop the project.

5.3) As discussed in Note 31, the Company has suffered recurring loss from operations, net loss for the years ended 31 December 2009 and 2008, amounting to Baht 343.11 million and Baht 1,946.81 million, respectively which is mainly form the provision for liabilities from litigation that incur from creditors in the rehabilitation plan and the Company’s ability to perform on the debt restructuring agreement (Note 17, 20), a subsidiary had been unable to repay the debenture’s interest and its debenture which has due in December 2009 (Note 19), as shown in the balance sheet, the Company’s current liabilities exceeded its current assets as at 31 December 2009 and 2008 by Baht 1,594.94 million and Baht 971.61 million, respectively the company and subsidiary have contingent liabilities from litigating (Note 29), provision for liabilities from litigation and a subsidiary has defaulted rental payment (Note 20) and is seeking a finance resource to develop the project at present. These matters indicate the existence of a significant uncertainty about the Company’s and subsidiaries’ ability to continue its operation as a going concern. The accompanying consolidated financial statements and the Company financial statements have been prepared assuming that the Company and subsidiaries will continue their operations as a going concern.

Jadesada Hungsapruek Certified Public Accountant (Thailand) No. 3759 Karin Audit Company Limited Bangkok 24 February 2010

NATURAL PARK PUBLIC COMPANY LIMITED FINANCIAL STATEMENTS

BALANCE SHEET

Natural Park Public Company Limited and Its Subsidiaries As at 31 December 2009 and 2008 (Unit : Baht) Consolidated Notes

ASSETS Current Assets Cash and cash equivalents Trade accounts receivable - net Amounts due from related parties - net Short - term loans to related parties and interest receivable - net Inventories Other current assets - net Total Current Assets Non - Current Assets Pledged deposits at financial institutions - long term Investments in subsidiaries - net Investments in associates - net Investments in related companies - net Other long - term investments - net Property, plant and equipment - net Leasehold rights of land and buildings - net Other non - current assets - net

6 5 5 7 8

9 10 10 11 12 13 14

Total Non - Current Assets Total Assets The accompanying notes are an integral part of these financial statements

NATURAL PARK PUBLIC COMPANY LIMITED BALANCE SHEET

2009

2008

Separate 2009

2008

97,376,901 10,473,719 65,789,408 1,087,364 61,912,179

227,337,116 12,874,181 54,441,200 1,230,727 39,461,507

55,629,070 1,779,724 65,881,178 560,855,337 32,828,624

23,277,040 3,193,908 54,531,305 1,214,561,385 5,963,761

236,639,571

335,344,731

716,973,933

1,301,527,399

47,495,572 637,315,670 678,616,869 88,834 849,292,115 247,119,532 799,435,189

46,962,499 703,172,340 318,604,246 56,902 860,188,708 260,157,314 818,865,776

19,793 3,529,833 769,000,000 678,616,869 88,834 160,770,239 616,837,869

153,391 102,121,065 774,668,229 318,604,246 56,902 173,984,673 5,717,561

3,259,363,781

3,008,007,785

2,228,863,437

1,375,306,067

3,496,003,352

3,343,352,516

2,945,837,370

2,676,833,466

BALANCE SHEET

Natural Park Public Company Limited and Its Subsidiaries As at 31 December 2009 and 2008

(Unit : Baht) Separate

Consolidated LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Trade accounts payable Short - term loans from related companies and interest payable Short - term loans from others Liabilities under debt restructuring Current portion of long - term loans Current portion of debentures Current portion of finance leases payable Deposits and advances received from customers Provision for liabilities Other current liabilities Total Current Liabilities Non - Current Liabilities Finance leases payable - net Other non-current liabilities

2009

2008

2009

2008

15 5 16 17 18 19 22

82,863,154 13,120,979 99,770,217 1,098,128,609 575,222,665 37,053,480 19,495,991 1,148,846,277 161,223,520

83,936,045 13,120,979 137,076,014 859,899,483 575,222,665 27,173,427 22,795,668 1,085,976,849 346,391,654

18,101,958 18,887,443 1,098,128,609 19,495,991 1,140,296,277 17,007,217

19,681,830 13,120,979 30,670,000 859,899,483 22,695,668 1,079,226,849 247,842,723

3,235,724,892

3,151,592,784

2,311,917,495

2,273,137,532

133,784,283 10,646,061

142,087,763 2,400,000

8,246,061

144,430,344

144,487,763

8,246,061

3,380,155,236

3,296,080,547

2,320,163,556

2,273,137,532

60,430,920,000

12,086,184,000

60,430,920,000

12,086,184,000

46,784,977,213 (38,179,230,081) (3,647,369) (19,231,605) (8,463,691,063)

12,086,184,000 46,784,977,213 (3,827,424,800) (38,179,230,081) (6,851,221) (237,331,370) (19,231,605) (7,967,859,721) (7,960,841,713)

12,086,184,000 (3,827,424,800) (237,331,370) (7,617,731,896)

20 21

Total Non - Current Liabilities

Total Liabilities Shareholders’ Equity Share capital Registered 60,430,920,000 ordinary shares of Baht 1 each (2008 : 12,086,184,000 ordinary shares of Baht 1 each) Issued and paid - up 46,784,977,213 ordinary shares of Baht 1 each (2008 : 12,086,184,000 ordinary shares of Baht 1 each) Discount on ordinary shares Translation of financial statement differences Unrealised loss on available - for - sales securities Deficit

Notes

Total equity attributable to Company’s shareholders Minority interest - equity attributable to minority shareholders of subsidiaries Total Shareholders’ Equity Total Liabilities and Shareholders’ Equity

119,177,095

46,716,888

625,673,814

403,695,934

(3,328,979)

555,081

115,848,116

47,271,969

625,673,814

403,695,934

3,496,003,352

3,343,352,516

2,945,837,370

2,676,833,466

The accompanying notes are an integral part of these financial statements

NATURAL PARK PUBLIC COMPANY LIMITED BALANCE SHEET

STATEMENT OF INCOME

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 (Unit : Baht) Separate

Consolidated 2009

2008

2009

2008

82,507,460 56,373,734 10,630,091

98,129,201 59,232,790 50,760,000

82,507,460 10,630,091

97,829,201 50,760,000

149,511,285

208,121,991

93,137,551

148,589,201

58,963,341 33,145,589

70,340,788 42,864,277

58,886,343 -

70,011,143 -

92,108,930

113,205,065

58,886,343

70,011,143

57,402,355 372,895,032 430,297,387

94,916,926 94,481,952 189,398,878

34,251,208 482,112,398 516,363,606

78,578,058 120,831,628 199,409,686

7,798,020 212,463,767 30,802,866 487,461,978 7,421,520 -

6,740,478 323,235,737 29,296,424 448,669,589 324,524,724 639,827,617 -

2,684,509 144,722,283 26,699,967 485,661,978 7,421,520 5,259,461 105,888,000

2,577,957 277,692,541 29,296,424 441,919,589 324,524,724 931,818,465 -

745,948,151

1,772,294,569

778,337,718

2,007,829,700

(315,650,764) (123,588,187) (60,410,271) (499,649,222) (66,180)

(1,582,895,691) (165,072,221) (46,330,698) (1,794,298,610) (58,294)

(261,974,112) (81,135,705) (343,109,817) -

(1,808,420,014) (138,385,142) (1,946,805,156) -

Net loss for the years Attributable to : Equity holders of the parent Minority interests

(499,715,402)

(1,794,356,904)

(343,109,817)

(1,946,805,156)

(495,831,342) (3,884,060)

(1,801,844,645) 7,487,741

(343,109,817) -

(1,946,805,156) -

Basic loss per share for loss attributable to the equity holders of the parent Net loss for the year (Baht)

(499,715,402)

(1,794,356,904)

(343,109,817)

(1,946,805,156)

(0.0118)

(0.1591)

(0.0082)

(0.1720)

42,031,717,869

11,321,754,888

42,031,717,869

11,321,754,888

Notes

Revenues Revenue from rental and services Revenue from hotel business Management fee income

Total Revenues Cost of services Cost of rental and services Cost of hotel business

Total Cost of services Gross margin Other income Profit before Expenses

Expenses Selling expenses Administrative expenses Management benefit expenses Provision for liabilities Loss on disposal of investments Loss on impairment of investments Loss on impairment of land awaiting development

Total Expenses Loss before finance costs and income tax Finance costs Share of loss from investments in associates Loss before income tax Income tax

5,24

5 20 11 14

Weighted average number of ordinary shares (Shares)

The accompanying notes are an integral part of these financial statements

NATURAL PARK PUBLIC COMPANY LIMITED STATEMENT OF INCOME

23 23

NATURAL PARK PUBLIC COMPANY LIMITED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

(3,647,369)

(8,463,691,063)

(3,328,979)

(3,884,060) (3,884,060) -

(495,831,342) (495,831,342) 210,749,122 7,350,643 218,099,765 218,099,765 (19,231,605)

555,081

(7,967,859,721)

7,487,741 7,487,741 (8,708,000)

(1,801,844,645) (1,801,844,645) -

(237,331,370)

1,775,340

Minority interest

(6,166,015,076)

Deficit

115,848,116

210,749,122 7,350,643 3,203,852 221,303,617 (499,715,402) (278,411,785) 34,698,793,213 (34,351,805,281)

47,271,969

394,330,217 (9,189,685) 385,140,532 (1,794,356,904) (1,409,216,372) 4,028,728,000 (3,827,291,600) (8,708,000)

1,263,759,941

Total

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

(38,179,230,081)

3,203,852 3,203,852 3,203,852 -

(34,351,805,281)

34,698,793,213 46,784,977,213

(6,851,221)

(3,827,424,800)

394,330,217 394,330,217 394,330,217 -

(9,189,685) (9,189,685) (9,189,685) -

(3,827,291,600) -

4,028,728,000 12,086,184,000

(631,661,587)

Unrealised gain (loss) on available-for-sale securities

2,338,464

Translation of financial statement differences

(133,200)

Discount on ordinary shares

8,057,456,000

Issued and paid-up share capital

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

The accompanying notes are an integral part of these financial statements

Balance as at 31 December 2009

Balance as at 31 December 2008 Available - for - sale securities - Gain (loss) recognized in shareholders’ equity - The portion transferred to profit or loss from sales Translation of financial statement differences Total revenues (expenses) recognized in shareholders’ equity Net loss for the year Total revenues (expenses) recognized for the year Increase (decrease) in oridinary shares Discount on ordinary shares

Balance as at 1 January 2008 Available - for - sale securities - Gain (loss) recognized in shareholders’ equity Translation of financial statement differences Total revenues (expenses) recognized in shareholders’ equity Net profit (loss) for the year Total revenues (expenses) recognized for the year Increase (decrease) in oridinary shares Discount on ordinary shares Decrease in share capital in subsidiary

Notes

Consolidated

(Unit : Baht)

23 23

Balance as at 31 December 2008 Available - for - sale securities - Gain (loss) recognized in shareholders’ equity - The portion transferred to profit or loss from sales Total revenues (expenses) recognized in shareholders’ equity Net loss for the year Total revenues (expenses) recognized for the year Increase (decrease) in oridinary shares Discount on ordinary shares

The accompanying notes are an integral part of these financial statements

Balance as at 31 December 2009

23 23

Notes

(38,179,230,081)

(19,231,605)

(7,960,841,713)

(343,109,817) (343,109,817) -

210,749,122 7,350,643 218,099,765 218,099,765 (34,351,805,281)

34,698,793,213 46,784,977,213

(7,617,731,896) (237,331,370)

(3,827,424,800)

(1,946,805,156) (1,946,805,156) -

386,870,432 386,870,432 386,870,432 -

(3,827,291,600)

4,028,728,000 12,086,184,000

(5,670,926,740)

Deficit

(624,201,802)

Unrealised gain (loss) on available-for-sale securities

(133,200)

Discount on ordinary shares

8,057,456,000

Issued and paid-up share capital

Separate

625,673,814

210,749,122 7,350,643 218,099,765 (343,109,817) (125,010,052) 34,698,793,213 (34,351,805,281)

403,695,934

386,870,432 386,870,432 (1,946,805,156) (1,559,934,724) 4,028,728,000 (3,827,291,600)

1,762,194,258

Total

(Unit : Baht)

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

Balance as at 1 January 2008 Available - for - sale securities - Gain (loss) recognized in shareholders’ equity Total revenues (expenses) recognized in shareholders’ equity Net loss for the year Total revenues (expenses) recognized for the year Increase (decrease) in oridinary shares Discount on ordinary shares

NATURAL PARK PUBLIC COMPANY LIMITED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

STATEMENT OF CASH FLOWS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

(Unit : Baht) Consolidated 2009 Cash flows from operating activities: Net loss for the year Adjustments to reconcile net loss for the year to net cash provided by (used in) operating activities: Depreciation and amortisation Doubtful accounts (Reversal) Gain on reversal of allowance for doubful debt - amount due from related party Impairment loss of assets Gain on disposal of fixed assets Unrealised (gain) loss on exchange rate Gain on reversal of allowance for doubtful debt for short - term loans to related parties and interest receivable Gain on restructuring debt Loss on disposal of investments in related company Impairment loss on investment in subsidiaries and associates Impairment loss on investment in related parties (Reversal) Impairment loss on land awaiting for development Provision for liabilities Interest expenses reversal from debt forgiveness Dividends received Interest income Interest expenses Share of net loss from investments in associates

Separate 2009

2008

(499,715,402)

(1,794,356,904)

(343,109,817)

(1,946,805,156)

39,631,203 250,415

43,956,372 8,937,184

23,493,030 (32,413)

23,018,794 68,276,863

9,073,065 15,221,120 -

57,283,635 (1,449,584) (55,905,660) -

(13,331,130) 15,253,460 (3,730,235)

(1,449,584) (56,017,532) -

(161,199,452) 7,421,520 (155,309,563) 454,068,881 (18,820,498) (1,066,720) 123,588,186 60,410,271

324,524,724 639,827,617 448,669,589 (11,760,787) (14,430,425) (3,777,845) 165,072,221 46,330,698

(161,199,452) 7,421,520 5,259,462 (155,309,563) 105,888,000 452,268,881 (24,267,298) (90,873,994) 81,135,704 -

324,524,724 361,107,050 631,818,465 441,919,589 (11,760,787) (25,240,425) (378,410) 138,385,142 -

(126,446,974)

(147,079,165)

(101,133,845)

(52,601,267)

2,204,083 (11,348,208) 1,066,720 143,363 (19,712,891) 1,123,967

4,620,880 (46,057,070) (147,702) 1,506,809 16,409,451

1,446,597 (11,349,873) 240,959 (24,825,875) (8,307)

(141,191) (54,314,913) 378,410 (1,116,095) 310,100

399,083 (3,299,678) 7,641,052 -

(29,968,234) (6,405,904) 189,008 52,650,351 (217,709)

(1,523,994) (3,199,678) 1,048,312 -

(34,215,107) 239,008 (52,437,927) -

Cash provided by (used in) operating activities Cash paid for interest expenses Cash paid for corporate income tax

(148,229,483) (59,015,647) (2,791,938)

(154,499,285) (138,832,153) (776,789)

(139,305,704) (54,777,872) (2,038,989)

(193,898,982) (73,483,087) (763,148)

Net cash provided by (used in) operating activities

(210,037,068)

(294,108,227)

(196,122,565)

(268,145,217)

Profit (loss) from operating activities before changes in operating assets and liabilities (Increase) decrease in operating assets: Trade accounts receivable Amounts due from related parties Cash received from interest Inventories Other current assets Other non - current assets Increase (decrease) in operating liabilities: Trade accounts payable Amounts due to related parties Deposits and advance received from customers Other current liabilities Other non-current liabilities

The accompanying notes are an integral part of these financial statements

NATURAL PARK PUBLIC COMPANY LIMITED STATEMENT OF CASH FLOWS

STATEMENTS OF CASH FLOWS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 (Unit : Baht) Consolidated 2009 Cash flows from investing activities (Increase) decrease in pledged deposits at financial institutions - long term (Increase) decrease in short - term loans to related parties and interest receivable Acquisition of investment Dividends received Cash received from disposal of investments in related company Decrease in accounts receivable from sale investments Cash received from disposal of assets Cash paid for land awaiting development Acquisition of building and equipment Interest capitalisation Interest received from subsidiaries

Net cash provided by (used in) financing activities Increase (decrease) in net asset from investment in subsidiaries Net increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning of the year Cash and cash equivalents - end of the year

2009

2008

(533,072)

69,954,865

133,597

2,876,672

30,943,950

(117,610,357)

24,266,898 5,943,254 (26,918,159) -

(119,000,000) 25,240,425 401,593,380 112,738,728 1,927,412 (236,558,815) (15,760,779) 3,777,845

24,267,298 5,943,254 (1,852,840) (10,278,596) -

(119,000,000) 25,240,425 401,592,785 112,738,728 1,927,412 (9,653,749) -

2,758,921

243,913,061

49,156,663

298,111,916

(239,000,000)

102,000,000

(58,155,369) (6,555,000)

(30,670,000) 346,987,932

(9,392,983) 186,222,665 (191,668,178) (8,708,000) 201,436,400

(30,670,000) 346,987,932

(191,668,178) 16,104,250 201,436,400

77,317,932

177,889,904

179,317,932

(38,837,897)

(129,960,215) 227,337,116

9,082,921 136,777,659 90,559,457

32,352,030 23,277,040

(8,871,198) 32,148,238

97,376,901

227,337,116

55,629,070

23,277,040

(859,899) (264,267) 1,124,166

869,103,483 46,352 (869,149,835) -

(859,899) (264,267) 1,124,166

869,103,483 46,352 (869,149,835) -

Net cash provided by (used in) investing activities Cash flows from financing activities Cash paid for liabilities under debt restructuring and related expenses Decrease in short - term loans from financial institutions Increase (decrease) in short - term loans from related companies and interest payable Decrease in short-term loans from others Cash received from debentures Repayment in long - term loans from financial institutions Decrease in share capital of subsidiary Cash received from issuance ordinary shares

Separate

Non - cash transactions - Decrease in investment in related companies - Decrease in other long-term investment - Decrease in unrealised loss on available-for-sale securities - Decrease in current portion of long - term loans - Decrease in other current liabilities - Increase in liabilities under debt restructuring

- In the year 2009, the Company had off set between the full amount of repayment of the decrease in share capital of a subsidiary amounted Baht 99 million and the loan from such subsidiary. (See note 10). - In the year 2009, the Company had purchase the land awaiting for development from a subsidiary amount of Baht 717 million. The Company paid a partial of land awaiting development price amount of Baht 715.15 million to the subsidiary by off set with the whole amount of debt which the subsidiary has to repay to the Company. (See note 14). The accompanying notes are an integral part of these financial statements

NATURAL PARK PUBLIC COMPANY LIMITED STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 1. GENERAL INFORMATION

Natural Park Public Company Limited (â&#x20AC;&#x153;the Companyâ&#x20AC;?) was incorporated as a public company and domiciled in Thailand and was registered in the Stock Exchange of Thailand. The address of its registered office is 88 Soi Sukhumvit 49, Sukhumvit Road, Klongton Nua, Wattana, Bangkok. The principal business of the Company is real estate development.

2. BASIS OF FINANCIAL STATEMENT AND CONSOLIDATION PREPARATION

The accompanying financial statements are prepared in Thai Baht and in Thai language in conformity with generally accepted accounting principles in Thailand. The accompanying financial statements are intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in Thailand. For the convenience of the reader, an English translation of financial statements has been prepared from the statutory Thai language financial statements which are issued for domestic reporting purposes. Adoption of new accounting standards In June 2009, the Federation of Accounting Professions has issued Notification No. 12/2552, regarding the renumbering of Thai Accounting Standards to match the corresponding International Accounting Standards. Therefore the numbers of Thai Accounting Standards as used in these financial statements are corresponding to those per this notification. The Federation of Accounting Professions has issued Notification No. 86/2551 and 16/2552, mandating the use of new accounting standards, financial reporting standard and accounting treatment guidance as follows. a) Accounting standards, financial reporting standard and accounting treatment guidance which are effective for the current year Framework for Preparation and Presentation of Financial Statements (revised 2007) Impairment of Assets TAS 36 (revised 2007) TFRS 5 (revised 2007) Non-current Assets Held for Sale and Discontinued Operations (the former No. TAS 54) Accounting Treatment Guidance for Leasehold right Accounting Treatment Guidance for Business Combination under Common Control

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 These accounting standards, financial reporting standard and accounting treatment guidance became effective for the financial statements for fiscal years beginning on or after 1 January 2009. The management has assessed the effect of these accounting standards, financial reporting standard and accounting treatment guidance that they will not have any significant impact on the financial statements for the current year. b) Accounting standards which are not effective for the current year Effective date 1 January 2012

TAS 20

Accounting for Government Grants and Disclosure of Government Assistance

TAS 24 (revised 2007)

Related Party Disclosures

1 January 2011

TAS 40

Investment Property

1 January 2011

However, TAS 24 (revised 2007) and TAS 40 allows early adoption by the entity before the effective date. The management of the Company is still evaluating the effect of these three accounting standards and has not been able to reach a conclusion as to their effect to the financial statements for the year in which they are initially applied.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

The percentages of shareholding of the Company in the subsidiaries included in the consolidated financial statements were as follows: Percentage of shareholding

2009

2008

Nature of business

100.0 100.0 100.0

Natural Park Ville Company Limited* Richee Property Management Company Limited* Natural Project Chao Phraya Company Limited*

100.0 99.9 100.0

Natural Hotel Sukhumvit Company Limited* Park Gourmet Company Limited*

64.9 100.0

Natural Hotel Panwa Company Limited Natural Hotel Chao Phraya Company Limited* Kyoto Resorts YK Company Limited# The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. *

100.0 100.0 67.0 100.0

Theatre General business Investment holding (Dissolved) Rental of assets General business Property development (Temporarily dormant) Hotel owner Restaurant (Temporarily dormant) Hotel owner Investment holding Hotel owner Hotel owner

Subsidiaries directly held by the Company Park Opera Company Limited* Natural Real Estate Company Limited* Natural Venture Company Limited

* #

Currently no income from operations Audited by other auditors

All significant intercompany transactions between the Company and subsidiaries included in the consolidated financial statements have been eliminated.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 Total assets and total revenues of 1 subsidiary included in the consolidated financial statements for the years ended 31 December 2009 and 2008, audited by other auditor, were as follows: (Unit : Million Baht) Total assets included in the consolidated balance sheet

1 subsidiary (2008 : 2 subsidiaries)

2009

2008

308

990

(Unit : Million Baht) Total revenues included in the consolidated statement of income

1 subsidiary (2008 : 2 subsidiaries)

2009

2008

Total investment in associate and share of net loss of 1 associate included in the consolidated financial statements for the years ended 31 December 2009 and 2008, audited by other auditor, were as follows: (Unit : Million Baht) Total investment in associated included in the consolidated balance sheet

1 associate (2008 : 2 associates)

2009

2008

433

478

(Unit : Million Baht) Total share of net gain (loss) included in the consolidated statement of income

1 associate (2008 : 2 associates)

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

2009

2008

(37)

(46)

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

Total investment in associate and share of net gain (loss) included in the consolidated financial statements for the years ended 31 December 2009 and 2008, prepared by management which was not audited by auditor, were as follows: (Unit : Million Baht) Total investment in associated included in the consolidated balance sheet

1 associate

2009

2008

204

225

(Unit : Million Baht) Total share of net gain (loss) included in the consolidated statement of income

1 associate

2009

2008

(15)

(0.17)

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles at times 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. The significant accounting judgments and estimates are as follows: 3.1 Finance leases/ Operating leases The Company and subsidiaries have entered into lease agreements for the rental of motor vehicles. The Company and subsidiaries have determined, based on an evaluation of the terms and conditions of the arrangements, that the lessor retains all the significant risk and rewards of ownership of these properties, and so accounts for the contracts as operating leases. 3.2 Allowance for doubtful accounts Allowances for doubtful accounts are intended to adjust the value of receivables for probable credit losses. The management uses judgment to establish reserves for estimated losses for each outstanding debtor. The allowances for doubtful accounts are determined through a combination of specific reviews, collection experience, and analysis of debtor aging, taking into account changes in the current economic conditions. However, the use of different estimates and assumptions could affect the amounts of allowances for receivable losses and adjustments to the allowances may therefore be required in the future. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 3.3 Impairment of investments The Company and subsidiaries treat investments as impaired when there has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgment. 3.4 Depreciation In calculating depreciation of plant and equipment, the management estimates useful lives and salvage values of the plant and equipment and reviews estimated useful lives and salvage values if there are any changes.

4. SIGNIFICANT ACCOUNTING POLICIES The consolidated and Company financial statements have been prepared in accordance with Thai generally accepted accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued by the Institute of Certified Accountants and Auditors of Thailand and approved under the law by the Board of Supervision of Auditing Practice appointed by the Minister of Commerce, and the financial reporting requirements of the Securities and Exchange Commission. Significant accounting policies adopted by the Company and the subsidiary companies are summarized below: 4.1 Revenue Recognition 4.1.1 Rental and services income are recognized as revenue on accrual basis at the amount as fixed under the related lease agreement. 4.1.2 Revenues from hotel operations, mainly comprise revenues from room sales, food and beverages sales and auxiliary activities, and represent the invoiced value (excluding value added tax) of goods supplied and services rendered after deducting discounts. 4.1.3 Revenues from services and commission are recognized when services are rendered. 4.1.4 Revenues from restaurant represent the invoiced value after deducting discounts and allowances (excluding value added tax) of goods supplied and services rendered. 4.1.5 Interest income is recognized as revenue on a time proportion basis. 4.2 Cash and cash equivalents Cash and cash equivalents consist of cash on hand, cash at banks and deposits at financial institutions with an original maturity of three months or less and not subject to restriction. 4.3 Trade accounts receivable and allowance for doubtful accounts Trade accounts receivable are stated at the net realizable value. Allowance for doubtful accounts is provided to cover the estimated losses that may be incurred in the collection. The allowance is based on collection experience and current status of receivables outstanding at the balance sheet date. Bad debts will be written off for the accounts considered uncollectible.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 4.4 Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined on the weighted average method. Net realizable value is the estimate of the selling price in the ordinary course of business less the cost of completion. 4.5 Investments Current investment consists of investment in debt instrument and is accounted for by using amortized cost method. Investments in the subsidiary and associated companies as recorded in the Company’s book is accounted for cost method and investment in associated company in the consolidated financial statements is accounted for under equity method. Under this method, the investment is recorded at cost and for each subsequent year the investment is adjusted to incorporate the Company’s proportionate share of the operating results in the subsidiary. However, the Company will record additional loss on its investments in associated company only upto an amount equal to the commitments and guarantees it has. Investments in available-for-sale securities are determined at fair value. The change in value of securities is recorded as a separate item in shareholders’ equity until securities are sold, the change shall be included in determining earnings. Fair value of marketable securities is based on the latest bid prices of the last working day of year quoted by the Stock Exchange of Thailand. Investments in non-marketable equity securities, which the Company holds as other investment, are valued at cost. Weighted average method is used for computation of cost of investments. 4.6 Joint venture Cost method is applied in the separate financial statements. 4.7 Investment in property fund Investment in the units of a property is treated by the Company as investment in an associated company and recorded as cost method in the Company’s book and equity method in the consolidated financial statement. The financial statements of the property fund are prepared under accounting policies which differ from those of the Company in some respects. However, for the purpose of recording the Company’s interest in the equity of the property fund, the Company has not adjusted the property fund’s financial statements to state then under the same accounting policies as applied by the Company because the amount is immaterial to financial statements. 4.8 Land held for future development Land held for future development is stated at cost less provision for impairment (if any). Cost comprises cost of NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 land and other related acquisition costs incurred. Where the carrying amount of the land is greater than its estimated recoverable amount, a provision for impairment is made to reduce the carrying amount to the recoverable amount. 4.9 Property, plant and equipment Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and provision for impairment (if any). Depreciation is calculated on the straight line method to write off the cost or the revalued amount of each asset, except for land which is considered to have an indefinite life, to its residual value over the estimated useful life as follows: Building on leasehold land, building improvements and leasehold rights Building, land and building improvement Integral fixed plant Furniture, fixture and equipment Hotel operating equipment Vehicles

Remaining lease period 5-40 years 20 years 5-10 years The remaining quantity from physical count 5 years

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Estimated recoverable amount is the higher of the anticipated discounted cash flows from the continuing use of the asset and the amount obtainable from the sale of the asset less any costs of disposal. Gains and losses on disposal of property, plant and equipment are determined by reference to their carrying amount and are taken into account in determining profit/loss from operations. Expenditures for additions, renewals and improvements, which result in substantial increase in an assetâ&#x20AC;&#x2122;s current replacement value, are capitalized. Repair and maintenance costs are recognized as an expense when incurred. 4.10 Leasehold rights of land and building Leasehold rights of land and building are stated at cost less accumulated amortization. Amortization of leasehold right is calculated by reference to its cost on a straight-line basis over the period of lease. 4.11 Capitalization of borrowing costs The Company and its subsidiaries capitalize interest cost and other financial charges relating to the construction and supply costs as part of the project costs. The capitalization of the borrowing cost will be discontinued when the construction is completed and ready for intended use, or when construction is suspended and until active development resumes. A subsidiary record interest as expense the management did not adjust the effect of non - uniform accounting policy due to immaterial difference. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 4.12 Accounting for leases - where a company is the lessee

Leases of assets which substantially transfer all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased equipment or the present value of the minimum lease payments. Each lease payment is allocated to the principal and to the finance charges so as to achieve a constant rate on the finance balance outstanding. The outstanding rental obligations, net of finance charges, are included in other long - term payables. The interest element of the finance cost is charged to the statement of income over the lease period. The equipment acquired under the finance leases is depreciated over the shorter of the useful life of the assets or the lease term. Leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the statements of income over the lease periods. 4.13 Currency translation Transactions denominated in foreign currencies are translated into Baht at the rates of exchange ruling on the transaction dates. Realized gains and losses on exchange are recognized as income or expenses in the statements of income as incurred. Monetary assets and liabilities at the balance sheet date denominated in foreign currencies are translated into Baht at the rates of exchange ruling on the balance sheet date. Unrealized gains and losses on exchange are recognized in the statements of income as incurred. The assets and liabilities of foreign entities are translated to Baht at the exchange rate ruling at the balance sheet date. The revenues and expenses of these foreign entities are translated to Baht at the monthly average exchange rates of the transactions incurred. 4.14 Financial instruments The Company and subsidiary have no policy to speculate in or engage in the trading of any financial derivative instruments. Financial instruments carried on the balance sheet include bank balances, investments, trade receivables, trade creditors, loans and debentures. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. 4.15 Basic loss per share Basic loss per share determined by dividing the net loss for the year by the weighted average number of ordinary shares in issue during the year. 4.16 Use of accounting estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates for certain accounting transactions, affecting amounts reported in the financial statements and notes related thereto. Subsequent actual results may differ from these estimates. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 4.17 Corporate income tax The Company and subsidiaries calculates corporate income tax according to Revenue Code and records corporate income tax on the accrual basis. The Company does not recognize deferred tax in respect of temporary differences in the future periods. A foreign subsidiary recognizes income tax by deferred tax method. The Companyâ&#x20AC;&#x2122;s management has considered the effect from using the different accounting policy that it has no any significant. So, the Company did not any adjust such effect.

5. RELATED PARTY TRANSACTIONS The Company had significant business transactions with subsidiaries (which have already been eliminated from the consolidated financial statements), associates and related parties which are related by way of shareholding or common shareholders or common directors. Such transactions, which have been concluded on the terms and basis as shown in the respective agreements or as determined by the Company and the respective parties, have been summarized below: (Unit : Thousand Baht) For the years ended 31 December

Separate

Consolidated 2009 a) Income (1) Subsidiaries Interest income Other income (2) Associates Management fee income Dividend income (3) Related company Dividend income b) Expenses (1) Subsidiaries Administrative expenses Interest expenses (2) Associates Administrative expenses Rental expenses c) Construction in progress (1) Related company

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

2008

2009

2008

90,633 6

26,580 2

10,630 -

50,760 -

10,630 5,447

50,760 10,810

18,816

14,426

18,816

14,426

59 2,793

1,329

171 277

94 -

171 -

1,783

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 Management fee income

The Company had entered into a project management agreement with a related company - Kempin Siam Company Limited (formerly “Natural Hotel Siam Company Limited”). The Company recognized income for the years ended 31 December 2009 and 2008 of Bath 10.63 million and Baht 50.76 million, respectively. The significant balances of assets and liabilities with its related parties were as follows: (Unit : Thousand Baht)

Consolidated 2009 a) Amounts due from related parties - net (1) Subsidiaries Natural Project Chao Phraya Company Limited ( See Note 14) Kyoto Resorts YK Company Limited (2) Associates Kempin Siam Company Limited (formerly “Natural Hotel Siam Company Limited”) (3) Related companies The Natural Place Tower Limited* Sathorn Office Park Company Limited* Others Total

Less : Allowance for doubtful accounts Net

Separate 2008

2009

2008

13,331

65,661

54,313

65,661

54,313

69,190 3,686 133

138,670 (72,881)

127,322 (72,881)

138,762 (72,881)

140,743 (86,212)

65,789

54,441

65,881

54,531

15,429

15,439

15,482

* See Note 5 C.4 (Progress on follow up loans)

b) Trade accounts payable - related parties (1) Associates Park Cuisine Company Limited (2) Related company Syntec Construction Public Company Limited Total

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 c) Short-term loans to related parties and interest receivable - net

The movements of short-term loans to related parties and interest receivable for the years ended 31 December 2009 and 2008 were as follows: (Unit : Thousand Baht)

Consolidated

Separate

2009

2008

2009

2008

Opening net book amount Increase Decrease / reclassification Foreign currency translation

13,711,335 1,916 (1,916) -

13,796,801 (85,466) -

15,344,289 104,285 (753,732) (7,989)

14,938,665 504,620 (153,742) 54,746

Closing net book amount

13,711,335

14,686,853

15,344,289

6,750,003 6,961,332 13,711,335

7,630,906 7,055,947 14,686,853

8,199,331 7,144,958 15,344,289

(13,711,335)

(14,125,998)

(14,129,728)

560,855

1,214,561

Consisted of : Loans Interest receivable Total Less : Allowance for doubtful accounts Net

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 (Unit : Thousand Baht)

Consolidated 2009 Short-term loans to related parties and interest (1) Subsidiaries Park Opera Company Limited Natural Park Ville Company Limited Richee Property Management Company Limited Natural Project Chao Phraya Company Limited (See Note 14) Kyoto Resorts YK Company Limited Natural Hotel Panwa Company Limited Natural Hotel Chao Phraya Company Limited Park Gourmet Company Limited The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. And Silverlink Holdings Ltd. Total Less : Allowance for doubtful accounts Short-term loans to subsidiaries - net (2) Related companies The Natural Place Tower Limited Sathorn Office Park Company Limited Chatnarong Company Limited M&C Property Service Company Limited Nom Anant Company Limited Panya Holding Company Limited Total Less : Allowance for doubtful accounts Short-term loans to related companies - net Short-term loans to related parties and interest receivable - net

Separate 2008

2009

2008

224,083 83,477 15,115

224,083 82,977 15,115

639,294

232,377 25,297 955

242,044 24,085 755 203 404,601 394,011

975,518

1,632,954

(414,663)

(418,393)

560,855

1,214,561

1,797,731 64,645 2,034,416 7,189,040 757,768 1,867,735

13,711,335

(13,711,335)

560,855

1,214,561

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 The Company discontinued recognition of interest income from short - term loans to subsidiaries and related companies which have insufficient financial resources and may default to repayment of such loans and interest receivable. The Company made fully allowances for all short-term loans to related companies. At present, the Company is closely monitoring to collect its loans and taking into the legal actions to receive them. (4) The progress on follow up short-term loans to related companies and interest receivable were as follows: The Company filed a suit to Sathorn Office Park Company Limited for debt repayment on 24 April 2006 and later on 12 December 2007 the Court ordered the defendant to pay principal of Baht 47.8 million, interest of Baht 6.4 million according to the debt acknowledgement letter, interest of 7.5% p.a. on Baht 47.8 million calculated from the date filing suit to payment date and management fee of Baht 3.7 million with interest of 7.5% p.a. calculated from the date of filing suit to payment date. On 1 September 2009, the Company filed the request to check about ownership with the Department of Lands - Bangkok. The Company found that Sathorn office Park Company Limited has the condominium ownership in the Natural Place Suite Ngamdupli totaling 11 units which has been freezed by the Revenue Department. The Natural Place Tower Company Limited was sued by the Revenue Department in the Bankruptcy case. On 4 June 2007, the Central Bankruptcy Court ordered the Natural Place Tower Company Limited to be under absolute receivership, the Company is filing a claim in such case. M & C Property Service Company Limited was sued by ACL Bank Public Company Limited in the Bankruptcy case. On 12 February 2008, the Central Bankruptcy Court ordered M & C Property Service Company Limited to be under absolute receivership, the Company is filing a claim in such case. Nom Anan Company Limited (Nom Anan) was sued by Thai Assets Management (TAMC) in the Bankruptcy case. On 31 July 2009, TAMC requested the Court to issue the order of control property of Nom Anan and order Nom Anan to be bankrupt. Furthermore, TAMC requested the Court to appoint an official receiver to control business and collect property of Nom Anan for repayment debt to TAMC and other creditors. Currently, the case is in the consideration of the Supreme Court. On 9 January 2009, the Company sued Panya Holding Company Limited requesting the court to dismiss the completeness of liquidation and order new liquidation process because the Company has not yet received loan repayment from Panya Holding Company Limited. On 1 July 2009, the Meanburi Province Court ordered to cancel the completeness of liquidation and order new liquidation process. On 14 December 2009, the Company filed the petition to the Central Bankruptcy Court for requesting the Court to order Panya Holding Company Limited to be under absolute receivership and bankrupt. On 12 February 2010, the Central Bankruptcy Court ordered Pan Panya Holding Company Limited to be under absolute receivership, the Company is checking the gazette date for filing a claim in such case.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

As for other companies, the Company is closely monitoring the progress for the most benefit of the Company. Nonetheless, the Company is not the only creditor, thus, in the case that other creditors enforce loan repayment for the overall benefit of the creditor, such as bankruptcy lawsuit or the debtor request for enforcement under the rehabilitation plan. The Company has to file for debt repayment according to the related laws. Therefore, there is no need to file for civil lawsuit, which will cause the Company to bear extra expenses. Also, to minimize timing risk, the Company has given notification to the debtors and have the debtors acknowledge their debt or other proof of evidence of debt by affirming the debt burden that will maximize the benefit of the Company. For the debtors that ignored the Company's notification, the Company will file civil lawsuit if possible. d) Short-term loans from related companies and interest payable The movements of short-term loans from related companies and interest payable for the years ended 31 December 2009 and 2008 were as follows: (Unit : Thousand Baht)

Consolidated 2009

Separate 2008

2009

2008

Opening net book amount Increase Decrease

13,121 -

13,121 105,792 (100,026)

71,565 1,329 (59,773)

Closing net book amount

13,121

18,887

13,121

Consisted of the following : Loans Interest payable

13,121

5,618 13,269

13,121

18,887

13,121

Total

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 (Unit : Thousand Baht)

Consolidated 2009 Short-term loans from related companies and interest payable consisted of the following: (1) Subsidiaries Natural Real Estate Company Limited (See Note 10) (Interest at 5.50% per annum) Total short-term loans from subsidiaries (2) Associate Kempin Siam Company Limited (formerly â&#x20AC;&#x153;Natural Hotel Siam Company Limitedâ&#x20AC;?) (Interest at 6.00% per annum) Total short-term loans from associate Total short-term loans from related companies and interest payable

Separate 2008

2009

2008

5,766

13,121

18,887

13,121

e) Guarantees As at 31 December 2009 and 2008, the Company has contingent liabilities in respect of debentures guarantees given on behalf of a subsidiary, Natural Hotel Panwa Company Limited (See Note 19). The Company has not charge guarantees fee to above company.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 6. TRADE ACCOUNTS RECEIVABLE - NET As at 31 December 2009 and 2008, the balances of accounts receivable, as classified by aging, were as follows: (Unit : Thousand Baht)

Consolidated 2009 Not more than 3 months Overdue 3 - 6 months Overdue 6 - 12 months Overdue more than 12 months Total Less : Allowance for doubtful accounts Trade accounts receivable - net

Separate 2008

2009

2008

6,198 688 188 24,265 31,339 (20,865)

8,857 79 311 24,296 33,543 (20,669)

1,394 10 19,645 21,049 (19,269)

2,612 79 128 19,676 22,495 (19,301)

10,474

12,874

1,780

3,194

The allowance for doubtful accounts has been set up from the balance of accrued rental income outstanding for more than one year, after deducting deposits and advances received from customers.

7. INVENTORIES (Unit : Thousand Baht)

Consolidated Food Beverage Finished goods Supplies Total

2009

2008

59 313 147 568

173 259 241 558

1,087

1,231

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 8. OTHER CURRENT ASSETS - NET (Unit : Thousand Baht)

Consolidated 2009 Advances to subcontractors Prepaid lawyer fee VAT receivable Others Total Less : Allowance for doubtful accounts Net

Separate 2008

2009

2008

247,370 25,000 18,046 31,991

246,916 20,042 30,169

245,126 25,000 693 21,657

245,661 582 16,593

322,407

297,127

292,476

262,836

(260,495)

(257,665)

(259,648)

(256,872)

61,912

39,462

32,828

5,964

9. PLEDGED DEPOSITS AT FINANCIAL INSTITUTIONS - LONG TERM As at 31 December 2009 and 2008, the Company and its subsidiaries have used deposits at financial institution as a guarantee for interest payment and utilities.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 10. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES - NET a) The details of investments in subsidiaries and associates can be summarized as follows: Consolidated as at 31 December 2009 Percentage

Paid-up of ownership Cost method Thousand share capital (including indirectly Baht held)

Thousand Baht

Investment in associates Kempin Siam Company Limited (formerly “Natural Hotel Siam Company Limited”) Park Cuisine Company Limited UOB Apartment Property Fund One

Thousand Baht

Allowance for change in valuation of investments Thousand Baht

Dividends Thousand Baht

Equity method Thousand Baht

Thousand Baht

1,540,000

35.00

539,000

(106,118)

432,882

272,367 850,000

38.00 27.06

103,499 230,000

(103,499) 34,377

(59,943)

204,434

872,499

(175,240)

(59,943)

637,316

Total investment in associates

Consolidated as at 31 December 2008 Allowance Percentage for change in Cost method of ownership Paid-up Thousand valuation of share capital (including investments indirectly Baht Thousand Baht held)

Thousand Baht

Investment in associates Kempin Siam Company Limited (formerly “Natural Hotel Siam Company Limited”) Park Cuisine Company Limited UOB Apartment Property Fund One Total investment in associates

Thousand Baht

Dividends Thousand Baht

Equity method Thousand Baht

Thousand Baht

1,540,000

35.00

539,000

(69,102)

469,898

272,367 850,000

38.00 27.06

103,499 230,000

(95,443) 49,714

(54,496)

8,056 225,218

872,499

(114,831)

(54,496)

703,172

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 Separate as at 31 December 2009 Percentage of ownership Paid-up including share capital (indirectly held)

Thousand Baht

Investment in subsidiaries Park Opera Company Limited Natural Real Estate Company Limited Natural Venture Company Limited Natural Park Ville Company Limited Richee Property Management Company Limited Natural Project Chao Phraya Company Limited Natural Hotel Sukhumvit Company Limited Park Gourmet Company Limited Natural Hotel Panwa Company Limited Kyoto Resorts YK Company Limited Natural Hotel Chao Phraya Company Limited The Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd Total investments in subsidiaries Less : Allowance for impairment of investments Investments in subsidiaries - net Investment in associates Natural Hotel Siam Company Limited Park Cuisine Company Limited UOB Apartment Property Fund One Total investment in associates Less : Allowance for impairment on Investments Investments in associates - net

Separate as at 31 December 2008 Percentage of ownership Paid-up including share capital (indirectly held)

Cost method Thousand Baht

Thousand Baht

Cost method Thousand Baht

22,555 33,000 100 43,000 1,000

100.00 100.00 100.00 100.00 99.9

22,555 33,000 100 243,340 999

22,555 132,000 100 43,000 1,000

100.00 100.00 100.00 100.00 99.9

22,555 132,000 100 243,340 999

1,000

100.00

999

1,000

100.00

999

41,353

64.9

26,841

41,353

64.9

26,841

25,000 300,000 Yen 50 million 100

100.00 100.00 67.00

25,000 300,000 11,409

100.00 100.00 67.00

25,000 300,000 11,409

100.00

100

25,000 300,000 Yen 50 million 100

100.00

100

1,540,000 272,367 850,000

35.00 38.00 27.06

664,343

763,343

(660,813)

(661,222)

3,530

102,121

539,000 103,499 230,000

1,540,000 272,367 850,000

35.00 38.00 27.06

539,000 103,499 230,000

872,499

(103,499)

(97,831)

769,000

774,668

The Company has partially pledged its shares of investment in associates with a local bank as partial collateral for the liabilities under debt restructuring (see Note 17.2 and 18).

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

b) The significant transactions of the investment in subsidiaries and associates for the years ended 31 December 2009 and 2008 as follows: b.1) Investments in Natural Real Estate Company Limited The extraordinary shareholder’s meetings of a subsidiary (Natural Real Estate Company Limited) No. 1/2009 on 29 April 2009, had a special resolution to decrease the Company’s registered share capital from Baht 132 million (ordinary shares 1.32 million shares with a par value of Baht 100 per share) to Baht 33 million (ordinary shares 0.33 million shares with a par value of Baht 100 per share) and the purpose of decrease in registered share capital amount of Baht 99 million is to repay such money to the Company. The subsidiary registered the share decrease with the Ministry of Commerce on 22 July 2009 and the decrease in share capital of the subsidiary did not effect to change in percentage of shareholding (included indirect hold). On 22 July 2009, the company received a share capital refund amount of Baht 99 million by offset between the full amount of and the loan from such subsidiary (See note 5). b.2) Investments in the Joint Venture of Natural Park Public Company Limited, Amanresorts Services Ltd. and Silverlink Holdings Ltd. (“the Joint Venture”) On 9 January 2008, the Company increased in the investment in Joint Venture by Baht 215 million. The purpose of money injection is to let the Joint Venture to repayment the principal and interest expenses to other venturer. This leads to the Company has a financial control over the Joint Venture, therefore; the Joint Venture has changed to a subsidiary of the Company. b.3) Investment in Natural Hotel Sukhumvit Company Limited The extraordinary shareholder’s meetings of a subsidiary (Natural Hotel Sukhumvit Company Limited) No. 1/2008 on 9 June 2008 and No. 2/2008 on 26 June 2008 had a special resolution to decrease the Company’s registered share capital from Baht 240 million (ordinary shares 2.4 million shares with a par value of Baht 100 per share) to Baht 150 million (ordinary shares 1.5 million shares with a par value of Baht 100 per share). The subsidiary registered the share decrease with the Ministry of Commerce on 11 August 2008. The Company had received return in share capital in the amount of Baht 16.10 million on 29 August 2008. The decrease in share capital of the subsidiary did not effect to change in percentage of shareholding (included indirect hold). b.4) Investments in Kempin Siam Company Limited (formerly “Natural Hotel Siam Company Limited”) On 11 April 2008, the Company invested in 665,000 ordinary shares of Natural Hotel Siam Company Limited, an associate in which the Company holds a 37.97% included indirect held, with a par value of Baht 100 each, at a price of Baht 66.50 million, in order to maintain its proportionate shareholding in that company following a capital increase. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 On 4 September 2008, the Company invested in 525,000 ordinary shares of Natural Hotel Siam Company Limited, an associate in which the Company holds a 37.97% included indirect held, with a par value of Baht 100 each, at a price of Baht 52.50 million, in order to maintain its proportionate shareholding in that company following a capital increase. The extraordinary shareholders’ meeting of an associated company No. 1/2010 on 18 February 2010 had a resolution to increase the Company’s registered share capital from Baht 1,540 million to Baht 2,140 million or increase by Baht 600 million by issuing 6,000,000 shares at par value of Baht 100 per share to the existing shareholders in proportion to the shares held by each shareholders. The associated company will call for payment of the increase shares from the Company within 31 March 2010.

11. INVESTMENTS IN RELATED COMPANIES - NET

(Unit : Thousand Baht)

Consolidated 2009 Available-for-sale securities Aggregate cost Finansa Public Company Limited (Percentage of shares held 1.69% in 2009 and 3.30% in 2008) Bangkok Metro Public Company Limited (Percentage of shares held 2.68%) Syntec Construction Public Company Limited (Percentage of shares held 11.88%) Sansiri Public Company Limited (Percentage of shares held 4.26%) Total aggregate cost Less : Allowance for impairment on investment Less : Unrealized gain (loss) on available-for-sale securities Investment in related companies - net

Separate 2008

2009

2008

87,345

170,132

87,345

170,132

430,085

195,129

392,256

1,104,815

1,187,602

1,104,815

1,187,602

(407,087)

(631,818)

(407,087)

(631,818)

(19,112)

(237,180)

(19,112)

(237,180)

678,616

318,604

678,616

318,604

The Company has partially pledged its shares of investment in a related company - Bangkok Metro Public Company Limited of 320.26 million shares with a group of Banks as partial collateral for the said related company’s long term loan from such group of bank. The Company has pledged its shares of investment in related companies with a local bank as partial collateral for the Company’s liability under restructuring debt (see Note 17.2 and 18).

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

a) The significant changes in investments in related companies for the years ended 31 December 2009 and 2008 are as follows: a.1) Investment in Bangkok Metro Public Company Limited In February 2008, the Company has agreed to sell ordinary shares in Bangkok Metro Public Company Limited of 500 million shares at the price of Baht 0.79 per share totaling Baht 395 million to Hicrete Products and Technology Company Limited. Loss on disposal of investment was included in the consolidated and the Separate financial statements of Baht 276.46 million. a.2) Investment in Finansa Public Company Limited During the year 2009, the Company sold 1,981,500 shares in Finansa Public Company Limited in totaling amount of Baht 5.94 million. Loss on disposal of investment was included in the consolidated and the Separate financial statement of Baht 7.42 million. During the year 2008, the Company sold 1,308,200 shares in Finansa Public Company Limited in totaling amount of Baht 6.59 million. Loss on disposal of investment was included in the consolidated and the Separate financial statement of Baht 48.07 million. a.3) Investment in Sansiri Public Company Limited The Extraordinary Meeting of Shareholders No. 1/2009 of Sansiri Public Company Limited (â&#x20AC;&#x153;the Sansiriâ&#x20AC;?) held on 6 November 2009 had a resolution for issuance of the Warrants Representing Right to Purchase Ordinary Shares of Sansiri No. 1 (SIRI-W1) (the "Warrants") which are in name certificated form and transferable allocated 736,792,026 units at the price Baht 0 per unit to the Sansiri existing shareholders on a pro rata basis (Right Offering). In this regard, the Sansiri duly fixed the date of 9 October 2009, as the date to specify the names of the shareholders entitled to receive the Warrants (Record Date), with the ratio of 2 existing ordinary shares to 1 unit of the Warrants. The Sansiri will allocate the warrants on 20 January 2010. The Stock Exchange of Thailand (SET) has granted a listing of certificates representing the warrants of Sansiri #1 (SIRI-W1) from 3 February 2010. SET has allowed warrants of Sansiri amounting 736,792,026 units to be traded on SET from 3 February 2010 onwards.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 b) The disclosure movement of available-for-sales securities, as required by the Securities and Exchange Commission, for the years ended 31 December 2009 and 2008 were as follows: (Unit : Thousand Baht)

Consolidated and the Separate Net book amount as at 1 January Disposal Reverse impairment loss on investment from sale Reverse unrealized loss on available-for-sale securities from sale Change in fair value Net book amount as at 31 December

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

2009

2008

318,604 (82,787) 69,423

1,289,624 (401,593) 210,313

(7,422)

(324,525)

380,799

(455,215)

678,617

318,604

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 12. PROPERTY, PLANT AND EQUIPMENT - NET

(Unit : Thousand Baht) Consolidated Building, Land and Building improvement

Land

As at 31 December 2008 Cost Less Accumulated depreciation Allowance for operating equipment loss Allowance for impairment loss Net book amount For the year ended 31 December 2009 Opening net book amount Additions Decrease from translation of financial statement Allowance for impairment loss Depreciation charge Transfer in (out) Closing net book amount As at 31 December 2009 Cost Less Accumulated depreciation Allowance for operating equipment loss Allowance for impairment loss Net book amount

Hotel Integral Furniture and operating fixed plant fixture equipment equipment

Construction in progress

Vehicle

Total

256,277 -

329,413 (201,151) -

263,284 (169,203) -

116,115 (101,562) -

4,408 (1,300)

6,621 (5,637) -

(4,170)

(184,627)

(188,797)

256,277

128,262

94,081

10,383

3,108

984

367,094

860,189

256,277 -

128,262 327 -

94,081 9,309 -

10,383 1,970 -

3,108 465 -

984 107 -

367,094 14,740 (1,467)

860,189 26,918 (1,467)

(13,098) -

(13,780) -

(7,774) 836

(816) -

(880) (836)

(880) (35,468) -

256,277

115,491

89,610

5,415

3,573

275

378,651

849,292

256,277 -

329,740 (214,249) -

272,593 (182,983) -

118,921 (113,506) -

4,873 (1,300)

6,728 (6,453) -

(185,507)

256,277

115,491

89,610

5,415

3,573

275

378,651

849,292

551,721 1,527,839 - (477,553) (1,300) -

564,158 1,553,290 - (517,191) (1,300)

As at 31 December 2009 and 2008, the gross carrying amount of the fully depreciated plant and equipment that are still in use are Baht 162.21 million and Baht 124.74 million, respectively.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

100

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 (Unit : Thousand Baht) Separate Land

As at 31 December 2008 Cost Less Accumulated depreciation Net book amount For the year ended 31 December 2009 Opening net book amount Additions Depreciation charge Transfer in (out) Closing net book amount As at 31 December 2009 Cost Less Accumulated depreciation Net book amount

Building, Land Integral and Building fixed plant improvement

Furniture fixture and equipment

Construction in progress

Vehicle

Total

2,509 -

230,773 (155,693)

262,448 (169,203)

41,027 (38,717)

34 (29)

836 -

537,627 (363,642)

2,509

75,080

93,245

2,310

836

173,985

2,509 -

75,080 (8,188) -

93,245 9,308 (13,779) -

2,310 969 (1,520) 836

5 (5) -

836 (836)

173,985 10,277 (23,492) -

2,509

66,892

88,774

2,595

160,770

2,509 -

230,773 (163,881)

271,756 (182,982)

42,832 (40,237)

34 (34)

547,904 (387,134)

2,509

66,892

88,774

2,595

160,770

As at 31 December 2009 and 2008, the gross carrying amount of the fully depreciated plant and equipment that are still in use are Baht 100.48 million and Baht 91.60 million, respectively. The subsidiaries have mortgaged certain plots of land and construction thereon, buildings on leasehold land and land awaiting development with certain financial institutions as security against liabilities under debt restructuring (Note 17.2 and 18) and debentures (Note 19). Since the first quarter of 2009, the subsidiary has stopped capitalize interest on debentures relating to hotel construction. This is because the progress of hotel construction was suspended since the subsidiary was unable to drawdown the remaining unused credit facility for its construction from Lehman Brothers Commercial Corporation Asia Limited as discussed in Note 19. The Company is filing to the Court to emergency protect in order to operate the business of a subsidiary and the Company will develop the project to complete. At present, the hotel building construction is almost completed. However, the Management of the Company expected that the assets will not impair due to the offer price from outsider, non related parties, is higher than net book value at 31 December 2009.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

101

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 13. LEASEHOLD RIGHTS OF LAND AND BUILDINGS - NET

The movements of leasehold rights of land and buildings for the years ended 31 December 2009 and 2008 were as follows: (Unit : Thousand Baht)

Consolidated and the Separate Opening net book amount Additional Amortization during the year Impairment Currency translation Closing net book amount

2009

2008

260,157 (4,164) (8,193) (681)

163,540 113,980 (4,175) (15,701) 2,513

247,119

260,157

14. OTHER NON-CURRENT ASSETS (Unit : Thousand Baht)

Consolidated 2009 Land awaiting for development Less Allowance for impairment Land awaiting development - Net Others Total

Separate 2008

2009

2008

768,033 768,033 31,402

786,336 786,336 32,530

717,000 (105,888) 611,112 5,726

5,718

799,435

818,866

616,838

5,718

As the Consolidated financial statement, as at 31 December 2009, land awaiting development amount of Baht 487.85 million, the former it owned by a subsidiary (Natural Project Chao Phraya Company Limited), has been mortgaged with a bank as security against liabilities under debt restructuring. Furthermore, the Company has to transfer such land awaiting development to repay debt to the bank as the condition under the debt restructuring agreement (Note 17). On 14 August 2009, the Company entered into a sale and purchase agreement to purchase the land awaiting development and construction from the subsidiary amount of Baht 717 million, which the Company must transfer the land awaiting development and construction to repay debt to the bank. The appraisal value of such land awaiting development amount to Baht 611.11 million. The Company paid land awaiting development and construction price amount of Baht 715.15 million to the subsidiary by off set with the whole amount of debt which the subsidiary has to repay to the Company (see note 5) and already paid the remaining land awaiting development price amount of Baht 1.85 million to the subsidiary. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

102

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 Presently, the subsidiary already transferred the land awaiting development and construction ownership directly to the bank. However, due to certain condition in the debt restructuring agreement with the bank, the Company must buy back the land awaiting development within 2 years. Therefore, for the accounting concept, such transferring the land ownership was not true sale. The Company, thus, presented the land awaiting development under “other non-current assets” in the balance sheet as at 31 December 2009 and recorded “loss on impairment of land awaiting development” amount of Baht 105.89 million in the separate income statement for the year ended 31 December 2009.

15. TRADE ACCOUNTS PAYABLE (Unit : Thousand Baht)

Consolidated 2009

Separate 2008

2009

2008

Trade accounts payable - Non related parties - Related parties (See Note 5)

67,424 15,439

68,454 15,482

18,092 10

19,629 53

Total

82,863

83,936

18,102

19,682

16. SHORT - TERM LOAN FROM OTHERS (Unit : Thousand Baht)

Consolidated 2009 Promissory notes - local parties Short - term loans from overseas Company Total

Separate 2008

2009

2008

99,770

30,670 106,406

30,670 -

99,770

137,076

30,670

Promissory notes - local parties As at 31 December 2008, the Company has short-term loan from other local parties by issuing unsecured promissory note which bear interest at the rate of 5.75% and 8.25% per annum and due of payment not exceed 6 months. Short - term loans from overseas company A subsidiary (Kyoto Resorts YK Company Limited) has unsecured short - term loans from an overseas company which is a shareholder of such subsidiary, bearing interest at the rate of 0.25% and 7.75% per annum, due for repayment depend on the demand of the lender.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

103

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 17. LIABILITIES UNDER DEBT RESTRUCTURING

(Unit : Thousand Baht) Consolidated and the separate Transferred in from debt restructuring

1 January 2009

Creditor 1 (See note 20) Creditor 2 (See note 18 and 21) Total

Additional

Repayment

31 December 2009

391,200 1,124,167

36,369

(391,200) (62,407)

1,098,129

1,515,367

36,369

(453,607)

1,098,129

1) On 3 February 2009, The Company entered into a Compromise Agreement with Ocean Life Insurance Co., Ltd. ("Ocean") whereby the Company will pay Baht 200 million in installments for stopped civil case and Bankruptcy case the following 1. On the date of entering into a compromise agreement and the appeal court ordered accordingly, the Company will pay cash of Baht 75 million. 2. Within 15 March 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 50,968,148 shares or transfer other assets acceptable by Ocean or cash of Baht 19,893,270 million. 3. Within 15 April 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 134,645,926 shares or transfer other assets acceptable by Ocean or cash of Baht 52,553,365 million. 4. Within 15 October 2009, the Company will either transfer common shares in Bangkok Metro Public Company Limited amount of 134,645,926 shares or transfer other assets acceptable by Ocean or cash of Baht 52,553,365 million. Nonetheless, the payment in no 2 - 4 with shares or other assets have to be no liabilities attached. In addition, within 4 months after the Company has fully paid to Ocean, Ocean will filed a statement to withdraw the appeal of the bankruptcy case of the Central Bankruptcy Court other cases that has Ocean as the plaintiff. As at 31 December 2009, the Company already paid the 1st - 4th installment totaling Baht 200 million to Ocean. Therefore, the Company has fully paid in accordance with the Compromise Agreement and obtained gain on debt restructuring about Baht 161.19 million. On 15 February 2010, the Ocean filed the petition to withdraw the appeal for Bankruptcy Case. The case is presently under the consideration of the Supreme Court (See note 29.1). 2) On 3 April 2009 the Company has signed an agreement for restructuring debt with the bank (Note 18) which is in accordance with the resolution of the Board of Directors Meeting No. 6/2009 on 3 April 2009. Thereon, on 28 August 2009 the Company and the Bank entered into an additional memorandum to change the conditions NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

104

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 as the debt restructuring agreement. The Bank has agreed to extend the repayment period for 2 years from the month that the Company has signed the restructuring agreement and the interest rate is at MLR p.a. The condition of the debt restructuring can be concluded as follows: 1. The Company must transfer land and construction totaling 292 title deeds (Bangkrajao project), which mortgaged with the Bank and owned by Natural Project Chaopraya Company Limited (subsidiary), to repay principal within 31 August 2009 (the former: within 30 days from the date that the Company has signed the restructuring agreement). The transfer price is equals to Baht 422.88 million. However, the Company must buy back the land at the transfer price plus carrying cost at the rate of MLR p.a. within 2 years. However, since such land and property ownership transfer constitutes determination that the Company has to buy back such land; as a result, it is not the true sale. Therefore, the Company does not record the land and property transfer for liability burden reduction. 2. The remaining principal of Baht 437.02 million, the Company will repay by monthly installment of Baht 1,000,000 per month for 24 months. In addition, the Company will sell ordinary shares of Sansiri Public Company Limited ("SIRI") of 62,721,231 shares, Syntec Construction Public Company Limited of 190,000,000 shares and UOB Apartment Property Fund One of 23,000,000 units that pledged with the Bank to repay debt. 3. The interest of MLR p.a. that incurred from the principal in No. 2, is not due until the Company has fully repay the principle 4. On the land transfer date, the Company has to pay accrued interest at MLR+2 p.a.amount not exceeding Baht 30 million (net from the land transfer expense). The excess amount will not be due and will be paid when the Company has sell shares in No. 2. 5. The bank will hair-cut the default accrued interest, which is calculated at 74.59% of the excess portion of MLR+2 p.a. until when the Company repay debt as follows; 1) To transfer the land for repayment the principle amount of Baht 422.87 million 2) To repay additional principle not less than Baht 218.51 million For the remaining amount of the default accrued interest, which is the excess portion of MLR+2 p.a., the Bank will hair-cut it when the Company complete to repay debt. (The former: on the land transfer date, the Bank will immediately hair-cut the default accrued interest, which is the excess portion of MLR+2 p.a., at the amount equivalent to the land transfer expense. For the remaining amount, the Bank will hair-cut when the Company has fully repay debt.) However, as for the selling of ordinary shares of SIRI, SYNTEC and UOBAPF as mentioned in No. 2, it is to be under the resolution of the Extraordinary General Meeting of Shareholders No. 1/2009 on 2 February 2009. On 31 August 2009 the Company transferred the land to repay debt amount of Baht 422.87 million (see note 14) and currently, the company has paid the debt under the compromise agreement to the bank totaling 9 installments which is amount of Baht 9 million in accordance with the debt restructuring agreement. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

105

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 18. LONG - TERM LOANS

(Unit : Thousand Baht)

Consolidated Long-term loans are repayable as follows : In one year or less

Separate

2009

2008

2009

2008

859,899

Long-term loans bear interest at the rates as stipulated in the agreements. As defaulted payment, the Company classified its long - term loans to current liabilities. However, on 3 April 2009, the company and the bank has already entered into debt restructuring contact (See Note 17). Movement of long-term loans for the years ended 31 December 2009 is as follow: (Unit : Thousand Baht)

Brought forward balance as at 1 January 2009 Transferred out since debt restructuring Carried forward balance as at 31 December 2009

Consolidated

Separate

859,899

(859,899)

The Company has pledged the following ordinary shares of associates and related companies to secure long-term loans from financial institutions follows:

Associates UOB Apartment Property Fund One Other related companies Syntec Construction Public Company Limited Sansiri Public Company Limited

No. of ordinary shares (Million Shares)

Par value per share (Baht)

190

62.72

4.28

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

106

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 19. DEBENTURES On 21 December 2006, a subsidiary, (Natural Hotel Panwa Limited), issued secured floating rate debentures with total initial amounts of Baht 860.52 million (860,522 debentures with par value of 1,000 Baht per share) redemption due within 3 years commencing from the date of issued (December 2009). The due for payment interest start from 15 September 2007, 15 March 2008 and on every month thereafter.

No of issue shares (Thousand Baht)

Interest rate (% per annum)

Proceed from Proceed from debentures as at debentures as at 31 December 31 December 2009 2008 (Thousand Baht) (Thousand Baht)

Collateral

Debenture A*

254,000 THBFIX Plus 3.3% per annum (announce on monthly basis by debenture holders’ representative)

254,000

254,000 1) Mortgage a subsidiary land and construction under hotel development

Debenture B

606,522 THBFIX Plus 5.3% per annum (announce on monthly basis by debenture holders’ representative)

321,223

860,522

575,223

2) All ordinary shares of subsidiary which held by the Company.

The conditions of issuance of the debentures include certain restrictions and covenants, such as the retain valuation of collateral and maintain total valuation of unredeemed debenture under 75% of the subsidiary’s asset. Moreover the subsidiary has a commitment to pay additional fee as follows: The Portion of Debentures (Baht) - Unpaid balances of debentures for construction - Unpaid balances of debentures for financing cost

Fee Rate (% per annum) 0.75% THBFIX Plus 5.3%

* Debenture A has right to receive interest and repayment principal before debenture B.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

107

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 Movement of debentures for the years ended 31 December 2009 and 2008: (Unit : Thousand Baht)

Consolidated 2009

2008

Opening balance as at 1 January Increase

575,223 -

389,000 186,223

Closing balance as at 31 December

575,223

The operations of the subsidiary have been affected by the bankruptcy process of Lehman Brothers Group in the U.S.A. Lehman Brothers Group is a major debenture holder of the subsidiary’s debentures to support its hotel construction project. On 27 April 2009, the subsidiary company has prosecuted the group of Layman to the Civil Court South of Bangkok to claim for debenture fee plus damage fee from the default of contract in amount of Baht 327.37 millions with interest at the default rate 7.5% per annum commenced from the prosecuted date forwards and forbid that the Layman group to accuse to exercise the right or enforcement according to any right on behalf of it in accordance with the contract of shares subscription, contract of various security including right according to right determination of debentures. Moreover, the Company has filed the petition that the Court orders the temporary protection until the Court will constitute the verdict or until the Layman group will repay the shares fee in accordance with the contract as per the event that the subsidiary company withdraws and various damaged fee until completely and done by 1) The whole subsidiary company’s debentures are consigned. 2) The order is sent to the registrar of security deposit center to cease any change of registration related to the debentures of subsidiary company. 3) Other company’s directors existing constitute any acting power for the entity of subsidiary company in any operation that the representative of the Layman group has to give the consent or jointly sign the signature and 4) The order is sent to the Company Partnership Registrar of Department of Commercial Registration, Ministry of Commerce that the transaction of registration is rectified in accordance with the request of registration of subsidiary company which presently, it is under the consideration of the Court. As at 31 December 2009 and 2008, proceed from issuing debentures to Lehman Brothers Group were at amounting to Baht 575.22 million. The remaining unused credit facility at Baht 285.30 million will not be drawn down. The subsidiary’s hotel construction project may be affected from such bankruptcy. For the year ended 31 December 2009, the Company paid the debenture’s interest to the creditors in amount of Baht 4.24 million.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

108

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 20. PROVISION FOR LIABILITIES Movements on provision for liabilities for the year ended 31 December 2009 were as follows: (Unit : Thousand Baht)

Consolidated 1 January 2009

Provision for liabilities from litigation Case 1 Case 2 Case 3 Case 4 Case 5 Provision for liabilities from default rental charge

Additional

Transferred out from debt restructuring

Decrease

31 December 2009

689,425 389,802 -

51,975 1,398 212,693 163,847 55,749

(33,393) -

(391,200) -

6,750

1,800

1,085,977

487,462

(33,393)

(391,200)

741,400 212,693 130,454 55,749 8,550 1,148,846

(Unit : Thousand Baht)

Separate 1 January 2009

Provision for liabilities from litigation Case 1 Case 2 Case 3 Case 4 Case 5

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

Additional

Decrease

Transferred out from debt restructuring

31 December 2009

689,425 389,802 -

51,975 1,398 212,693 163,847 55,749

(33,393) -

(391,200) -

741,400 212,693 130,454 55,749

1,079,227

485,662

(33,393)

(391,200)

1,140,296

NOTES TO FINANCIAL STATEMENTS

109

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

a) Provision for liabilities from litigation 1) On 17 August 2006, a financial institution under the rehabilitation plan has filed the civil case against the Company to the Southern Bangkok Civil Court for the ground of loan guarantee. On 6 July 2007, the Southern Bangkok Civil Court ordered the Company to pay principal of Baht 247.5 million and interest of 21% p.a. from 1 September 1996 onwards. Nonetheless, total interest calculated to the filing date will not exceed Baht 522.2 million. But in the case that the plaintiff receives debt repayment though the enforcement of this case will be reduced accordingly. Subsequently on 15 August 2007, the Company has appealed the judgment of the Southern Bangkok Civil Court on problem in utilizing unjust right in court, withheld information by the creditor and problem in enforcing the civil case which should not affect the assets that came from business rehabilitation for the overall economy as a public company, etc. At present, the case is being heard by the Appeal Court. The Company has recorded provision for liability from the Court’s adjudication. 2) On 4 June 2008, the Southern Bangkok Civil Court sentenced the Company, as defendant in the case of issuing debentures, to pay principal by Baht 200 million and interest charges at 12.42% per annum from 20 November 1996 to 10 September 1997 and at 7.5% per annum from 11 September 1997 until the entire payment has been completed. The management of the Company has considered such matter and viewed that although such liability happened 12 years in the past before the Company entered into the rehabilitation process but the current situation require the Company to compromise in order for the Company to lower the debt reserve burden and strengthen the Company’s financial status. Also, the settlement of the bankruptcy case is crucial for the Company’s survival. Therefore, the Meeting of the Board of Directors of the Company No. 3/2009 on 29 January 2009 resolved to enter into a compromise agreement with Ocean Life Insurance Co., Ltd. (See Note 17). 3) On 2 March 2007, an asset management company which was paid for a whole amount of debt has filed the civil case (Sathorn Asset Management Co., Ltd. (plaintiff) and the Company (defendant 1), Expert Management Co., Ltd. (defendant 3) and Manor Management Service Co., Ltd. (defendant 4)) against the Company to the Southern Bangkok Civil Court for the ground of AVAL, loan by promissory note and guarantee amount in the amount of Baht 199.09 million between that was before the Company entered into the business reorganization. On 4 March 2009, the Southern Bangkok Civil Court ordered the defendant 1 to pay Baht 170,180,901.38 including interest of 12% p.a. on the principal amount of Baht 100,000,000 from 3 May 2000 onwards until fully paid. The defendant 3 and defendant 4 are jointly responsible with defendant 1 amount of Baht 79,801,369.88 including interest of 12% p.a. on the principal amount of Baht 50,000,000 from 3 May 2000 onwards until fully paid. The amount that defendant 1 paid to plaintiff on 21 September 2001 of Baht 22,912,102.95, 7 March 2003 of Baht 5,000, 10 June 2003 of Baht 11,936.66, 31 July 2003 of Baht 618,339.73, 25 September 2003 of Baht 741,070.90 and 25 February 2004 of Baht 49,253,929.10 will NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

110

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 be deducted from the amount that defendant 1, 3 and 4 is obligated to pay by deducting it as payment of interest first then deducting it from the principal amount. The case is presently under the consideration of the Appeal Court. However, the Company has recorded the provision for liability from the Court’s adjudication. 4) An asset management company (Right user for a financial institution) which was paid for debt according to the rehabilitation plan, submitted the petition requesting the court to retrial for the civil case which file against the Company on 24 October 1997 to the Southern Bangkok Civil Court for the ground of plaint in the amount of Baht 49.71 million and interest charges at 23% per annum of amount of principle Baht 41.25 million calculated from the date of filing suit to payment date. On May 29, 2009, the Southern Bangkok Civil Court adjudicated that the Company (2nd defendant) jointly takes the guilty with the 1st defendant and 3rd defendant by making repayment of Baht 41.82 millions plus interest in the rate of 16.5% per annum of the principle of Baht 41.25 millions commenced from November 1, 1996 until it is completely repayable. It is noted that the amount that the plaintiff receives debt repayment from the 2nd defendant (amount of Baht 1.04 millions) in accordance with the entity rehabilitated plan of the 2nd defendant is deducted out of the principle balance that will have to repay. The Company, thus, recorded “the gain on reversal of provision for liabilities” amount to Baht 33.39 million in the statement of income for year ended on 31 December 2009. This results from the interest rate as the sentence less than the plaint. The case is presently under the consideration of the Appeal Court . 5) On 27 October 2005, the official receiver of a financial institution has notified to the Company to repay the interest of debenture in the amount of Baht 31.91 million which the Financial Sector Restructuring Authority had auctioned to other persons. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 22 December 2009, the Central Bankruptcy Court issued the order to amend the order of the official receiver that the Company has to repay the default interest at the rate of 7.5% per annum of the principle, the unpaid interest, in the amount of Baht 31.91 million commenced from 19 January 2000 until it is completely repayable to the official receiver of such financial institution. Apart from the amendment, the order will be retained as the official receiver’s order. On 5 February 2010, the Company submitted an application for expanding the period of appeal against the Central Bankruptcy Court’s adjudication. And the Court allowed the Company can submit the appeal within 11 March 2010. However, the Company has recorded the provision for liability from the Central Bankruptcy Court’s order.

b) Provision for liabilities from default rental charge The Subsidiary, Park Opera Company Limited, defaulted to repayment of rental charge under the lease agreement at the “Siam Paragon Trade Center” (Note 22) since the Company has encountered the crisis in confidence. As defaulted payment, the subsidiary recorded provision for liabilities at the rate of 18% per annum of defaulted rental charge and the lessor shall have the right to cancel such agreement. At present, the Company is seeking a finance resource to develop the project.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

111

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 21. OTHER CURRENT LIABILITIES (Unit : Thousand Baht)

Consolidated 2009 Interest payable Accrued expenses Advance Others Total

Separate 2008

2009

2008

58,740 58,710 2,750 41,024

260,751 48,133 37,508

11,817 5,190

231,910 11,484 4,449

161,224

346,392

17,007

247,843

On 3 April 2009, the Company transferred the interest payable amount of Baht 264.27 million to the account “Debt under restructuring” (Note 17).

22. LIABILITIES UNDER FINANCE LEASE - NET (Unit : Thousand Baht)

Consolidated Finance lease payable Less : Current portion of finance lease payable Finance lease payable - net

2009

2008

170,838 (37,054)

169,261 (27,173)

133,784

142,088

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

112

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 A subsidiary, Park Opera Company Limited, entered into the rental agreement at the “Siam Paragon Trade Center” with a company which is financial lease by using interest rate at 6% per annum for calculation. Annual rental fees will be paid under this contract as follows: (Unit : Million Baht)

Rental rate per annum Years 1-3 Years 4-6 Years 7-9 Years 10-12 Years 13-15 Years 16-18 Years 19-21 Years 22-23

9.00 12.00 13.20 14.52 15.97 17.57 19.33 21.26

23. SHARE CAPITAL AND LOSS PER SHARE Share capital 23.1 On 2 February 2009, the shareholder’s extraordinary meeting No. 1/2009 resolved to approve the following : 23.1.1 On 11 February 2009, the Company has completed the registration of change of the paid-up share capital from the existing amount of Baht 12,086,184,000 to Baht 60,430,920,000 as submitted to Department of Business Development, Ministry of Commerce by issuing 48,344,736,000 ordinary shares, par value of Baht 1 per share , in proportion to the shares held by each shareholders at the ratio of 4 existing shares to 1 new share (If there is any fraction of common shares as computed from the said allotment, it will be disregarded). The offering price is Baht 0.01 per share. 23.1.2 The Company has completed the registration of change of the paid-up capital from the existing amount of Baht 12,086,184,000 to Baht 46,784,977,213 as submitted to the Department of Business Development, Ministry of Commerce, on 24 February 2009. 23.2 On 30 April 2009, the Annual Ordinary General Meeting of Shareholders for the year 2009 approved the change of the allotment and offering of ordinary shares of 13,645,942,787 shares with par value of Baht 1 per share totaling Baht 13,645,942,787. The ordinary shares being allotted and offered are the remaining ordinary shares from the previous capital increase offered to existing shareholders, where the resolution of the Extraordinary General Meeting of Shareholders No. 1/2009 determined that such remaining ordinary shares shall be allotted and offered by private placement to investors or institutions and would like to change the detail to as follows: 23.2.1 ordinary shares of 13,645,942,787 shares with par value of Baht 1 per share to be allotted and offered to the existing shareholders of the Company in proportion to the shares held by each shareholders at the ratio of 4 existing shares to 1 new share (if there is any fraction of common shares as computed from the said allotment, it will be disregarded) at the offering price of Baht 0.01 per share with discount on share Baht 0.99 per share. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

113

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

23.2.2 In the case there is remaining unsubscribed ordinary shares from the subscription by the existing shareholders on a prorate basis or any remaining shares for any reasons, the existing shareholders shall be entitled to subscribe for the additional shares exceeding their rights at the same offer price of Right Offering. The existing shareholders have to subscribe and fully paid for the additional shares exceeding their rights together with the Right Offering as mentioned in No. 23.2.1. The additional shares exceeding their rights according to the below conditions: (a) In case of the remaining unsubscribed shares are less than the shares expressed to be subscribed by existing shareholders, they shall be allocated to each existing shareholder, who intend to subscribe additional shares exceeding their rights. The allocation for each shareholder is equal to the proportion of the shareholders existing ordinary shares who intend to subscribe additional shares exceeding their rights. In this regards, the above allocation procedure shall be repeated until there is no remain unallocated right, which deems appropriate by the Executive Director. Within 14 days from the last day of the subscription period, the Company shall refund the subscription amount for the ordinary shares that have not been additionally allocated to the existing shareholders as mentioned above without interest. (b) In case of the number of remaining unsubscribed shares are greater than the shares expressed to be subscribed by existing shareholders, they shall be allocated to all existing shareholder who intend to subscribe for additional shares exceeding their rights and have fully paid the subscription amount. 23.2.3 In the case there is remaining unsubscribed ordinary shares from the allocation in No. 23.2.1 and 23.2.2 above, it shall be allotted and offered to the private placement to investors or institutions according to the Notification of the Office of the Securities Exchange Commission No. Tor Jor 28/2551 Re: the Application and Permission for Offering Newly Issued Shares. 23.3 On 22 February 2008, the shareholderâ&#x20AC;&#x2122;s extraordinary meeting No. 1/2008 resolved to approve the following: 23.3.1 Reduction of the registered share capital from the existing amount of Baht 12,085,740,000 to Baht 8,057,456,000, divided into 8,057,456,000 ordinary shares, par value of Baht 1 per share, by canceling the registered ordinary shares of the Company which have not been issued in the amount of 4,028,284,000 shares. The Company registered the reduction of share capital to the Ministry of Commerce on 26 February 2008. 23.3.2 Increment of registered share capital amount from Baht 8,057,456,000 to Baht 12,086,184,000 by issuing 4,028,728,000 ordinary shares with par value of Baht 1 per share, in proportion to the shares held by each shareholders at the ratio of 2 existing shares to 1 new share (If there is any fraction of common shares as computed from the said allotment, it will be disregarded). The offering price is Baht 0.05 per share with discount on ordinary share is Baht 0.95 per share. The Company registered the increase of share capital to the Ministry of Commerce on 27 February 2008. 23.3.3 The Company has completed the registration of change of the paid-up share capital from the existing amount of Baht 8,057,456,000 to Baht 12,086,184,000 as submitted to the Ministry of Commerce on 18 March 2008. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

114

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 Loss per share 23.4 Loss per share (basic) Loss per share for the years ended December 31, 2009 and 2008 are calculated by dividing the net loss for the year attributable to common shareholders by the number of ordinary shares outstanding at the end of the year calculated as follows: (Thousand Baht/Thousand shares)

Consolidated 2009 Profit (loss) attributable to equity holders of the Company (basic) Number of ordinary shares outstanding at January 1, Effect of shares issued on Weighted average number of ordinary shares outstanding Basic loss per share (Baht : share)

Separate 2008

2009

2008

(495,831)

(1,801,845)

(343,110)

(1,946,805)

12,086,184

8,057,456

12,086,184

8,057,456

29,945,534 42,031,718

3,264,299 11,321,755

29,945,534 42,031,718

3,264,299 11,321,755

(0.0118)

(0.1591)

(0.0082)

(0.1720)

24. OTHER INCOME (Unit : Thousand Baht)

Consolidated 2009 Interest income Dividend income Reversal of accrued interest expenses Gain on exchange rate Gain on reversal of allowance for doubtful debt - amounts due from related parties Gain on reversal of bad debt Reversal of provision for liabilities (See note 20) Gain on debt restructuring (See note 17) Gain on reversal of allowance for investment in related companies Others

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

Separate 2008

2009

2008

1,067 18,821 766 -

3,775 14,430 11,760 59,421 -

90,874 24,267 13,331

26,958 25,240 11,760 55,355 -

33,393

3,730 33,393

161,199 155,309

2,340

5,096

1,519

372,895

94,482

482,112

120,832

NOTES TO FINANCIAL STATEMENTS

115

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 25. FINANCIAL INFORMATION BY SEGMENT

The Company and subsidiariesâ&#x20AC;&#x2122; main business is property development for rental, which consists of service apartment and office building for rent, hotel and others related business. The financial information by segment of rental and service business, hotel business and others business in the consolidated financial statements for the years ended 31 December 2009 and 2008 are as follows: (Unit : Million Baht) For the years ended 31 December Consolidated Rental and service business

Hotel business

Other business

2009

Revenues Operating profit (loss) Other income Selling expenses Administrative expenses Management benefit expenses Provision for liabilities Loss on impairment of investment Loss on disposal investment loss before finance costs and income tax Finance costs Share of loss from investments in associates

2008 83 24

98 27

2008

56 25

59 16

Total

2008

10 10

51 51

2009

2008

149 59 373 (8) (212) (31) (488) (7) (314)

208 94 94 (7) (323) (29) (449) (639) (324) (1,583)

(124) (61)

(165) (46)

Net loss for the year

(499)

(1,794)

Attributable to : Equity holders of the parent Minority interests

(499) -

(1,801) 7

(499)

(1,794)

(Unit : Million Baht) For the years ended 31 December

Rental and service business

Hotel business

Other business

2009

2008

Total 2009

2008

Property, plant and equipment - net Construction in progress Leasehold rights - net Land awaiting development Other assets

161 488 1,472

175 1,230

311 379 116 275 123

318 367 121 293 187

131 5 35

140 493 19

472 379 247 768 1,630

493 367 261 786 1,436

Total assets

2,121

1,405

1,204

1,286

171

652

3,496

3,343

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

116

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 26. EXPENSES BY NATURE Significant expenses by nature for the years ended 31 December 2009 and 2008 are as follows:

(Unit : Thousand Baht) For the years ended 31 December

Consolidated 2009 Salary and wages and other employee benefits Cost of rental and services Cost of hotel business Depreciation and amortization Provision for liabilities Impairment loss on investment in subsidiaries and associates Impairment loss on investment in related parties (Reversal) Impairment loss on assets Impairment loss on land awaiting development Loss on disposal of investments Doubtful debts

Separate 2008

2009

2008

107,318

112,567

84,731

88,422

30,521 2,834 39,631 487,462 -

67,820 9,329 43,956 448,669 -

30,521 23,493 485,663 5,259

43,735 23,018 441,920 361,107

(155,309)

639,828

(155,309)

631,818

9,073 7,422 250

57,284 324,525 8,937

105,888 7,422 -

324,525 68,277

27. CAPITAL MANAGEMENT The primary objectives of the Companyâ&#x20AC;&#x2122;s and its subsidiariesâ&#x20AC;&#x2122; capital management are to maintain their abilities to continue as a going concern and to maintain an appropriate capital structure.

28. COMMITMENTS 28.1 As at 31 December 2009, the Company had outstanding commitments under lease agreements covering the land where certain buildings belonging to the Company are situated. Under the lease agreements, the lease period is 30 years commencing from 1 March 1988 and the Company is committed to pay future rental at the rate specified in the agreements totalling Baht 9.91 million. (As at 31 December 2008: Baht 10.97 million) 28.2 As at 31 December 2009, a subsidiary, Park Opera Company Limited, has outstanding commitments of Baht 18.52 million and USD 0.46 million under consultant and building design agreements. (As at 31 December 2008: Baht 18.52 million and USD 0.46 million) 28.3 As at 31 December 2009, a subsidiary, Natural Hotel Panwa Company Limited, has outstanding commitments under building design and decoration agreement amounting to Baht 158.45 million and USD 0.04 million. (As at 31 December 2008: 177 million and USD 0.04 million) 28.4 As at 31 December 2009, a subsidiary, the Joint Venture of Natural Park Public Company Limited,

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

117

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

Amanresorts Services Ltd. and Silverlink Holdings Ltd. (“the Joint Venture”), had outstanding commitments as follows: a) On 10 May 2005, the Joint Venture has entered into the agreement related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project with the Treasury Department, Ministry of Finance. The Joint Venture will invest to develop the Ratchaphatsadu land to construct the hotel and constructions and transfer the ownership right to the Treasury Department, whereby the Joint Venture will be entitled to the right to manage the constructed hotel for 30 years commencing from the date of the execution of the agreements. The Joint Venture paid the management fee to the Treasury Department in the amount of Baht 125 million on the date of entering into the agreements. In addition, the annual rental fees will be paid as follows: Years Years Years Years Years

1 - 11 12 - 16 17 - 20 21 - 30

Rental rate per annum Million Baht 3.30 30.00 40.00 100.00

The Joint Venture has complied with the agreement related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project with the Treasury Department, Ministry of Finance. However there is problem regarding delivery of construction site by the Treasury Department. The Treasury Department has been informed from the Joint Venture about the problem regarding delivery of construction site. The Joint Venture has submitted letters asking for approval from Treasury Department for postponed “project management period” and “rental period” on the agreement on 10 May 2005 related to the Ratchaphatsadu land at Rong Pasee Roi Chak Sam Development Project from 20 November 2005 until the date which Treasury Department can deliver the construction site to the Joint Venture for further construction. On the other hand, on 4 June 2010 the Company issued a request letter to the deputy minister of finance to reconsider. b) Commitment of Baht 8.26 million, EURO 0.68 Million under agreement for Civil and Structural, Mechanical and Electrical and Architectural Services. (As at 31 December 2008: Baht 17.40 million, EURO 0.68 Million) 28.5 As at 31 December 2009, an associate had significant outstanding commitments as follows: a) In the year 2003, the associate entered into sub-lease land agreement for development and construction of the hotel and serviced apartment for a lease with other company. Subsequently on 4 December 2008, the Company signed the amendment to the sub-lease agreement, in which it requires the Company to complete the development and construction of the hotel and serviced apartment ready for opening within 25 August 2009. Failure of which, the Company shall be fined by the sub-lessor, in addition to the monthly rental above, at Baht 2.5 million per month, commencing from the required opening date for the first twelve months, and thereafter at Baht 5 million per month until the opening date of the hotel and serviced apartment.

NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

118

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 b) c)

Subsequently in September 2009, the associate and the sub - lessor made a memorandum of understanding to extend the previous opening date (i.e. within 25 August 2009) to be 30 April 2010 with a condition that if the associate is not able to do so within this time line, it shall have to pay a fine, on top of the land rental payment to the sub - lessor, on the same conditions mentioned in above paragraph. Such fine shall be calculated retrospectively beginning from 25 August 2009 until such date as the construction of the hotel and serviced apartment is complete and ready for operation. Commitment of Baht 654.63 million and USD 0.35 million under Technical Assistance, Design and Structural Agreements (As at 31 December 2008: Baht 949.45 million and USD 0.48 million). Commitment of Baht 46.98 million under agreement for Civil and Structural, Mechanical and Electrical and Architectural services with a public company limited (As at 31 December 2008: Baht 273.89 million).

29. LITIGATION ISSUES a) The Company has the significant litigation issues in accordance to the business reorganization in the past as follow: 29.1 A shareholder (the plaintiff), which was firstly the Companyâ&#x20AC;&#x2122;s debenture holder and been paid for debt, has filed the petition below: (See Note 17) 29.1.1 On 9 December 2004, the plaintiff has filed the petition against the Company, other companies and involved person for violations of the Securities and Exchange Act B.E. 2535 and the Bankruptcy Act B.E. 2483. Currently, the Court temporality discharges the case out of table of contents since the Company can agree with the plaintiff and gathered appointment is given in order to listen to the compensation result on 30 October 2009. On 30 October 2009, the plaintiff declared that the Company already repaid the full amount of debt to the plaintiff. On 15 February 2010, the plaintiff filed the petition to withdraw the case and to request the Court discharges the case out of the table of contents. And the Court allow the plaintiff to withdraw the case and discharges the case out of the table of contents. 29.1.2 On 12 October 2005, the Central Bankruptcy Court dismissed the bankruptcy case as a result of the Company was not insolvent and not bankrupt which the plaintiff had filed the bankruptcy case for the ground of debentures in the amount of Baht 200 million on 28 March 2000, the plaintiff had appealed the judgment of Central Bankruptcy Court to the Supreme Court. On 28 October 2009, the Company filed a declaration to the Supreme Court that the Company already repaid the full amount of debt to the plaintiff. On 15 February 2010, the plaintiff filed the petition to withdraw the appeal to the Supreme Court. The case is presently under the consideration of the Supreme Court. 29.2 On August 26, 2004, a financial institute which received debt repayment according to rehabilitated plan has filed petition to request the new hearing in the civil case that prosecuted the Company (defendant no. 2) on December 26, 1997 to the South Bangkok Civil Court in the loan cause of lawsuit in amount of Baht 87.80 million. Presently, the plaintiff requests to wait for Supreme Court adjudication in part of defendant no. 1 (borrower) and defendant no. 3 (guarantor). When the Supreme Court adjudicates, the plaintiff will declare in order to bring the case in part belonged to the Company to newly consider again. The lawyer of the Company still may not express opinion in the case since (1) Defendant no. 1 and defendant no. 3 NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

119

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

have filed explanation of the original treatise to object adjudication of the Appeal Court to the Supreme Court. Moreover, presently, the case is under the consideration of the Supreme Court. (2) The defendant no. 1, the Central Bankruptcy Court has ordered the definite wealth protection. The plaintiff has filed the petition to receive debt repayment. Moreover, it is not obvious that how much the plaintiff received debt repayment from the benefit of wealth in the bankruptcy case of the defendant no. 1. However, the amount that the plaintiff received debt affects the responsibility of other defendants in the case which including the Company. (3) The defendant no. 4 has filed the petition to withdraw the explanation of the original treatise by providing the cause that it has repaid debt to be satisfied by the plaintiff. It is not obvious that how much the defendant no. 4 has repaid debt to the plaintiff. However, the amount that the plaintiff received affects the responsibility of other defendants in the case including the Company. As a result, the Company may not know the obvious damage for the time beings. 29.3 On 29 November 2005, the official receiver of a financial institution has notified the Company to repay the interest of debenture in the amount of Baht 2.31 million as the ground of debenture. The Company submitted the objection against the official receiver’s order to the Central Bankruptcy Court. On 25 December 2007, the Central Bankruptcy Court ordered the dismissal the Company from the debtor’s list of such financial institution. On 22 February 2008, the official receiver appealed to the order of the Central Bankruptcy Court and the Company filed a plea. The case is presently under the consideration of the Supreme Court. 29.4 An official receiver of an investment & securities company, another former creditor in the business rehabilitation plan and was paid according to the business rehabilitation plan, filed a request for new trial of the civil case to the Civil Court. On 29 September 1998, the plaintiff requested the Company to repay debt amount of Baht 126.76 million together with interest of 5% p.a. from the principal of Baht 120.51 million from the date of filing the lawsuit until the date that the debt has been fully repaid. Currently, the Civil Court has scheduled the date for witness testimony of defendant on 9 March 2010. The lawyer of the Company deems that the request for new trail by the official receiver is not just because the plaintiff is not the Company’s creditor and the Company does not have outstanding debt with the plaintiff. The debt was settled because the mortgagor had compromised with the plaintiff. Upon the debt was fully paid according to the compromise agreement, the debt between the plaintiff and every debtors (including the Company) was fully settled with no further obligation. The plaintiff can no longer request payment from the Company, the mortgagor or the guarantor. 29.5 On 30 September 2009, a financial institution, who received debt repayment according to rehabilitated plan, has filed a lawsuit against the Company (defendant 1) and others three defendants as the quarantors of Natural Place Tower Company Limited (Debtor) with the Southern Bangkok Civil Court claiming for outstanding at Baht 135.31 million together with interest of 15% p.a. on the principle of Baht 47.09 million from the date of filing of the complaint until the date that the debt has been fully repaid. The case is presently under the consideration of the Southern Bangkok Civil Court and the Court gathered appointment on 7 April 2010. The Company’s lawyer deems that as the Central Bankruptcy Court has ordered to absolute receivership all assets of the Debtor since June 4, 2007. The plaintiff has requested for the settlement, therefore this is not explicit on the portion of assets of Debtor to be paid to the plaintiff according to Bankruptcy Court case. As the results, this settlement amount to the plaintiff will be effected to the compensation amount of the quarantors including the Company. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

120

NOTES TO FINANCIAL STATEMENTS

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008 b) On 21 May 2008, a subsidiary, Natural Project Chao Phraya Company Limited, was sued by a company, regarding on non-perform with the agreement and default in repayment on the outstanding balance of Baht 46.49 million with interest of 7.5% p.a. of principle Baht 40.2 million calculated from the date of filing suit to payment date with Prakanong Provincial Court. The Company was also sued as a co-defendant. The case is presently under the consideration of the Prakanong Provincial Court.

30. FINANCIAL INSTRUMENTS The Company and its subsidiary companies do not hold or issue derivative instruments for speculative or trading purposes. 30.1 Interest rate risk The interest rate risk is the risk that future movements in market interest rates will affect the results of the Company and its subsidiaries’ operations and their cash flows. The Company and its subsidiaries exposure to interest rate risk relate primarily to their deposits with/loan from financial institutions, promissory notes and debentures. The Company and its subsidiaries do not use derivative financial instruments to hedge such risk. (Unit : Thousand Baht) Book value as at 31 December 2009

Separate

Consolidated

Deposits at financial institutions Short-term loans to subsidiaries Promissory notes - Short - term loans from related companies Promissory notes - Short -term loans Debentures

Floating rate 97,230

Fixed rate 47,496

Interest rate

Fixed rate

144,394

Floating rate 55,046

560,855

5,618

275,390

- 0.25%, 6%

575,223

- THB FIX 1.157% + 3.3%

Total

55,066 0.25% - 0.5% 560,855 0.58%, 6.25%, 1%, 7% , 7.5%, 7.75% 5,618 5.5%

30.2 Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable from the hotel, space rental, and property development businesses. The Maximum exposure to credit risk is limited to the carrying amounts of receivables as stated in the balance sheet. However, due to the large number and diversity of the entities comprising the Company and its subsidiaries’ customer base, the Company and its subsidiaries do not anticipate material losses from debt collection. 30.3 Foreign currency risk The Company and subsidiary companies’ exposure to foreign currency risk relates principally to their receivables, payables, loans which are denominated in foreign currencies. In addition to these transactional NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

121

Natural Park Public Company Limited and Its Subsidiaries For the years ended 31 December 2009 and 2008

exposures, the Company is also exposed to the effect of foreign exchange movements on its investments in foreign subsidiary companies, which currently are not hedged by any derivative financial instrument. The following is a summary of significant unhedged foreign currency-denominated assets and liabilities as at 31 December 2009:

(Unit : Thousand)

Consolidated Foreign currency

Separate

Assets

Liabilities

Assets

Liabilities

443 45 60 97

644,469 -

25 3 60 -

US dollars Euro Yen HK dollars SG dollars

30.4 Fair value Since the majority of the financial assets are short-term and that the loans carry interest at rates close to current market rates, the management believes that the fair value of financial assets and liabilities does not materially differ from their carrying value.

31. GOING CONCERN OF THE COMPANY The Company has suffered recurring loss from operations, net loss for the year ended 31 December 2009 and 2008, amounting to Baht 343.11 million and Baht 1,946.81, million respectively which is mainly form the provision for liabilities from litigation that incur from creditors in the rehabilitation plan and the Company’s ability to perform on the debt restructuring agreement (Note 17,20), a subsidiary had been unable to repay the debenture’s interest and its debenture has due in December 2009 (Note 19), as shown in the balance sheet, the Company’s current liabilities exceeded its current assets as at 31 December 2009 and 2008 by Baht 1,594.94 million and Baht 971.61 million, respectively the company and subsidiary have contingent liabilities form litigating (Note 29), provision for liabilities from litigation and a subsidiary has defaulted payment (Note 20) and is seeking a finance resource to develop the project at present. These matters indicate the existence of a significant uncertainty about the Company’s and subsidiaries’ ability to continue its operation as a going concern. Accordingly, they do not include any adjustments relating to the recover ability of the carrying value and classification of assets or the amount and classification of liabilities that might be necessary should the Company be unable to continue its operation as a going concern.

32. RECLASSIFICATION Certain amounts in the financial statements for year 2008 have been reclassified to conform to the current year, with no effect on net income or shareholders’ equity.

33. APPROVAL OF THE FINANCIAL STATEMENTS The financial statements were approved for issue by the Management of the company. NATURAL PARK PUBLIC COMPANY LIMITED NOTES TO FINANCIAL STATEMENTS

BA, Political Science, Boston University, USA Participated in the Directors Accreditation Program (DAP) from Institute of Directors

2. Mr. Sakthip Krairiksh - Audit Committee - Independent Director

Percentage of Securities Relationship with the holding management As of 31/12/09

Master of Education (Curriculum and Teaching Methodology), Beijing Languages and Cultural University Master of Business Administration, Thammasat University Thai Barrister-at-Law Bechelor of Arts in Chinese Languages (Trade & Economics), Beijing Languages and Cultural University L.L.B. Literature of Law, Ramkhamhaeng University Bechelor of Science in Business Administration, Ramkhamhaeng University Participated in the Directors Accreditation Program (DAP), Director Certification Program (DCP), Audit Committee Program (ACP) from Institute of Directors

Educational Qualification

(Years)

Age

1. Mr. Chaiwat Atsawintarangkun - Chairman of the Audit Committee - Independent Director

Name-Surname Current Position (The Company)

NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY

1999-2001

2004-2006 2001-2004

The International Engineering Public Company Limited

Natural Park Public Company Limited Natural Park Public Company Limited SMC Motors Public Company Limited Thai Beverage Public Company Limited Audit Committee Independent Director Audit Committee Independent Director Chairman of the University Council; Rajmongkol University Permanent Secretary of the Ministry of Tourism and Sports Chairman Ambassador to the United States of America Ambassador to Japan

2007-Present 2003-2006 2005-Present 2004-Present 2006-Present 2004-2007

Merchant Partners Securities Limited Natural Park Public Company Limited Eastern Printing Public Company Limited Boathouse Hua Hin Company Limited Krungthai Car Rent and Lease Public Company Limited Andaman Long Beach Resort Company Limited Krabi Southern Beach Company Limited Chiangmai Hot Spring Company Limited Syntec Construction Public Company Limited Great China Millennium (Thailand) Company Limited Bright Lilly (Thailand) Company Limited Prospect Consulting Company Limited Francium Development Company Limited

Companies' name

Chairman of the Audit Committee Chairman of the Audit Committee Audit Committee Director Chairman of the Audit Committee Director Director Director Director Director Director Director Director

Position

2007-Present 2005-Present 2005-Present 2005-Present 2004-Present 2004-Present 2003-Present 2003-Present 2003-Present 2002-Present 2000-Present 1997-Present 1996-Present

Duration

Professional Experience for last 5 years

DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY

ATTACHMENT

122

4.81%

Master of Science in Real Estate Development, Massachusetts Institute of Technology (MIT), USA Bachelor of Architecture, Chulalongkorn University Participated in the Directors Accreditation Program (DAP) from Institute of Directors

4. Mr. Sermsin Samalapa - Chief Executive Officer (Authorized Director) - President of the Executive Committee

NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY

Percentage of Securities Relationship with the holding management As of 31/12/09

LL.B., Thammasart University Participated in the Directors Accreditation Program (DAP) from Institute of Directors

Educational Qualification

Age (Years)

3. Mr. Thavisakdi Tanta-Nanta - Audit Committee - Independent Director

Name-Surname Current Position (The Company)

Sales Manager

1974-1978

ATTACHMENT

Thai Airways Public Company Limited, Office of People' s Republic of China Thai Airways Public Company Limited, Head office Thai Airways Public Company Limited, Office of The Kingdom of Saudi Arabia, Gulf and Oman Thai Airways Public Company Limited, Office of Republic of China (Taiwan) Thai Airways Public Company Limited, Kingdom of Nepal

Natural Park Public Company Limited PAE (Thailand) Public Company Limited Thai Airways Public Company Limited

Companies' name

DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY

President and Chief Executive Officer Director Director Director Director Director Director Director Director Director Director Director Director Director Chairman Managing Director Managing Director and Founder Managing Director

General Manager

1978-1981

2003 - Present Present Present Present Present Present Present Present Present Present Present Present 2006-Present 2004-Present 2003-2005 1999-2002 1997-1999 1990-1993

Sales and Marketing Manager General Manager

Director Director Senior Vice President, Planning and Managing General Manager

Position

1990-1993 1981-1990

1993-1995

2003 - Present 2005 - Present 1995-1997

Duration

Professional Experience for last 5 years

123

1.28%

J.L. Kellogg Graduate School of Management, Northwestern University, USA Bachelor of Science, Electrical Engineering, Chulalongkorn University Participated in the Directors Accreditation Program (DAP) from Institute of Directors

6. Mr. Weerawat Wattanatchariya - Director (Authorized Director) - Executive Committee

Percentage of Securities Relationship with the holding management As of 31/12/09

Master and Bechelor of Science, Mechanical Engineering, University of Wisconsin, Madison, USA Participated in the Directors Accreditation Program (DAP) from Institute of Directors

Educational Qualification

(Years)

Age

5. Mr. Paisarn Tangyuengyong - Director (Authorized Director) - Executive Committee

Name-Surname Current Position (The Company)

NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY

Natural Park Public Company Limited Natural Hotel Sukhumvit Company Limited Kempin Siam Company Limited Natural Hotel Panwa Company Limited Natural Hotel Chaopraya Company Limited Natural Park Ville Company Limited Natural Real Estate Company Limited Park Opera Company Limited Natural Project Chaopraya Company Limited Richee Property Management Company Limited Park Cuisine Company Limited Park Gourmet Company Limited Syntec Construction Public Company Limited Pacific Assets Public Company Limited Natural Park Public Company Limited Natural Hotel Sukhumvit Company Limited Natural Hotel Panwa Company Limited Natural Hotel Chaopraya Company Limited Natural Park Ville Company Limited Natural Real Estate Company Limited Park Opera Company Limited Natural Project Chaopraya Company Limited Richee Property Management Company Limited Park Gourmet Company Limited Amphawa Restaurants Company Limited Business Commercial Networks Company Limited

Executive Officer Director Director Director Director Director Director Director Director Director Director Director 2007-Present Present Present Present Present Present Present Present Present Present 2006-Present 2000-2007

Companies' name

Executive Officer (Construction) Director Director Director Director Director Director Director Director Director Director Director Director Director

Position

2003-Present Present Present Present Present Present Present Present Present Present Present Present Present 2003-2005

Duration

Professional Experience for last 5 years

DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY

ATTACHMENT

124

NATURAL PARK PUBLIC COMPANY LIMITED DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY

9. Mr. Pisit Rojanavanich - Management

0.00%

Bachelor of Accounting, Thammasat University Bechelorr of Accounting, Chulalongkorn University

8. Ms. Nuttapun Giramethakul - Management

Master of Science, Architecture Studies, Building System Massachusetts Institute of Technology (MIT), USA Bachelor of Architecture, Chulalongkorn University

0.00%

Percentage of Securities Relationship with the holding management As of 31/12/09

Master of Business Administration, Thammasat University Certificate in Auditing Bachelor of Accounting, Thammasat University

Educational Qualification

(Years)

Age

7. Ms.Urai Loal - Management

Name-Surname Current Position (The Company)

Natural Park Public Company Limited Natural Park Public Company Limited

Senior Vice President Senior Project Manager

2004-Present 1996-2003

DETAILS OF ALL DIRECTORS AND MANAGEMENT OF THE COMPANY

ATTACHMENT

Natural Park Public Company Limited Natural Park Public Company Limited

Senior Vice President Head of Accounting Department

2001-Present 1988-2001 2001-Present 1991-2001

Companies' name Natural Park Public Company Limited Natural Park Public Company Limited

Position Executive Vice President Deputy Managing Director

Duration

Professional Experience for last 5 years

125

xx / /// // // // -

Natural Hotel Panwa Co., Ltd.

Natural Hotel Sukhumvit Co., Ltd.

/ / / -

Natural Hotel Chaopraya Co., Ltd.

/// = Audit Committee

/ / -

/ / / -

ATTACHMENT

/ / / / / / / / / -

Park Opera Co., Ltd.

Subsidiaries Company 5

Natural Park Natural Real Ville Co., Ltd. Estate Co., Ltd.

/ / / -

Natural Project Richee Property Park Gourmet Chaopraya Management Co., Ltd. Co., Ltd. Co., Ltd.

Kyoto Resorts YK

Details of the directors and managements in subsidiary, associated and related companies

xx = Chairman of Audit Committee // = Executive Officers Natural Venture Co., Ltd is in the dissolution and liquidation process.

Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya Loal Giramethakul Rojanavanich

Natural Park Pcl.

Name of Directors

Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat Ms. Urai Ms. Nuttapun Mr. Pisit

Note

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

Company

Name of Companies

NATURAL PARK PUBLIC COMPANY LIMITED Details of the directors and managements in subsidiary, associated and related companies

126

Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya Loal Giramethakul Rojanavanich

NATURAL PARK PUBLIC COMPANY LIMITED Details of the directors and managements in subsidiary, associated and related companies

Chairman of Audit Committee Directors Executive Officers Audit Committee

xx / // ///

Note

= = = =

Mr. Chaiwat Mr. Sakthip Mr. Thavisakdi Mr. Sermsin Mr. Paisarn Mr. Weerawat Ms. Urai Ms. Nuttapun Mr. Pisit

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

Name of Directors

Name of Companies

ATTACHMENT

/ / -

Details of the directors and managements in subsidiary, associated and related companies

/ / -

Park Cuisine Co., Ltd.

Kempin Siam Co., Ltd. (Previously named Natural Hotel Siam Co., Ltd.)

UOB Apartment Property Fund 1 -

Associated Companies

127

Remark

Atsawintarangkun Krairiksh Tanta-Nanta Samalapa Tangyuenyong Wattanatchariya Subhavanich Weerachatsakul David Chung Kato / / / -

Natural Hotel Panwa Co., Ltd.

Natural Hotel Sukhumvit Co., Ltd.

/ / / / -

ATTACHMENT

/ / / -

Natural Hotel Chaopraya Co., Ltd.

/ / / / / / -

Natural Park Natural Real Ville Co., Ltd. Estate Co., Ltd.

/ / / -

Park Opera Co., Ltd.

Subsidiaries Company 8

/ / / -

Natural Project Richee Property Park Gourmet Chaopraya Management Co., Ltd. Co., Ltd. Co., Ltd.

/ /

Kyoto Resorts YK

Details on the Directors in subsidiary companies

1. / = Directors 2. Natural Venture Co., Ltd. is in the dissolution and liquidation process.

1. Mr. Chaiwat 2. Mr. Sakthip 3. Mr. Thavisakdi 4. Mr. Sermsin 5. Mr. Paisarn 6. Mr. Weerawat 7. Mr. Thowthawal 8. Mrs. Angsana 9. Mr. Christopher 10. Mr. Masamichi

Name of Directors

Name of Companies

NATURAL PARK PUBLIC COMPANY LIMITED Details of the directors in subsidiary companies

128