ANNUAL FINANCIAL STATEMENTS

03 March 1999
FINANCIAL STATEMENTS AND AUDITORS' REPORT THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED DECEMBER 31, 1998 AND 1997 Auditors' Report To the Shareholders of Thantawan Industry Public Company Limited: We have audited the balance sheets of Thantawan Industry Public Company Limited as at December 31, 1998 and 1997 , and the related statements of income, changes in shareholders'equity, retained earnings and cash flows for each of the years then ended. The Company's management are responsible for the correctness and completeness of information presented in these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Thantawan Industry Public Company Limited at December 31, 1998 and 1997, and the results of its operations and cash flows for each of the years then ended, in conformity with generally accepted accounting principles. Without qualifying our opinion we draw attention to Note 8 to the financial statements, at December 31, 1998 the Company had buildings and improvements at cost of Baht 8,474,659.75 (book value of Baht 7,694,504.34) which are located on a related company's land without a lease agreement. In 1998, the related company charged the Company Baht 24.1 million for rental fees for the preceding five years from 1994 to 1998. The Company has not recorded this liability in the financial statements because there is no agreement or other supporting evidence. In addition, as described in Note 9 to the financial statements, the Company was attempting to purchase the land and building from the related company. Advance payments for asset acquisitions at December 31, 1998 represent advance payments according to an agreement to purchase the land and building from the related company in the amount of Baht 20.5 million. The Company has given notice of cancellation of the agreement and requested a refund of the advance payment since the Extraordinary Meetings of Shareholders did not approve the purchase plan. At present, the advance payment has not been refunded and the Company is in the process of negotiation with the related company. However there is no evidence to specify the timing for reaching an agreement or receiving a refund of the advance payment. The 1998 financial statements do not include any adjustments that might result from the outcome of this uncertainty. Without qualifying our opinion, we draw attention to Note 1 to the financial statements. The operations of Thantawan Industry Public Company Limited since 1997 have been affected and may continue to be influenced for the foreseeable future by the adverse economic conditions in Thailand and the Asia Pacific Region in general. The ultimate effect that these uncertainties will have on the financial statements cannot presently be determined. Nirand Lilamethwat Certified Public Accountant Registration Number 2316 KPMG Audit (Thailand) Limited Bangkok, February 19, 1999 The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Thailand. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in Thailand. THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED BALANCE SHEETS AS AT DECEMBER 31, 1998 AND 1997 1998 1997 ASSETS Baht Baht CURRENT ASSETS Cash in hand and at banks (Note 12) 71,616,786.29 37,676,512.58 Short-term investments Deposits with financial institutions 87,437,115.32 8,151,178.42 Trade accounts and notes receivable 83,393,195.84 125,293,441.15 Less Allowance for doubtful accounts (3,716,853.02) (3,068,214.59) Trade accounts and notes receivable - net (Notes 4 and 5) 79,676,342.82 122,225,226.56 Inventories - net (Notes 4 and 6) 53,715,709.21 82,222,999.95 Other current assets Refundable value added tax 12,731,609.63 11,262,668.95 Tax card 4,321,711.10 1,208,752.83 Subsidy for export tax 2,430,622.80 4,259,407.72 Others 1,463,127.15 2,720,096.07 Total Current Assets 313,393,024.32 269,726,843.08 INVESTMENTS - Net (Notes 4, 7 and 12) 8,240,660.89 8,305,430.14 PROPERTY, PLANT AND EQUIPMENT - Net (Notes 4, 8 and 12) 129,365,796.14 137,135,587.71 OTHER ASSETS Advance payments for assets acquisition (Notes 2 and 9) 20,500,000.00 20,500,000.00 Deferred charges - net (Note 4) 1,176,548.32 4,207,255.57 Deposits 189,427.27 184,627.27 Total Assets 472,865,456.94 440,059,743.77 See notes to financial statements THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED BALANCE SHEETS AS AT DECEMBER 31, 1998 AND 1997 1998 1997 LIABILITIES AND SHAREHOLDERS ' EQUITY Baht Baht CURRENT LIABILITIES Bank overdraft and loans from financial institutions (Note 12) 691,733.54 39,622,838.13 Trade accounts payable (Note 2) 55,578,583.70 105,664,568.36 Other current liabilities Accrued expenses 25,143,956.20 15,966,559.37 Accrued income tax 42,832,559.86 13,216,109.79 Others 2,654,562.28 3,706,678.80 Total Current Liabilities 126,901,395.58 178,176,754.45 SHAREHOLDERS' EQUITY Share capital Authorized share capital 10,000,000 shares, Baht 10 par value 100,000,000.00 100,000,000.00 Issued and fully paid-up share capital 8,000,000 shares 80,000,000.00 80,000,000.00 Paid-in capital Premium on share capital 136,800,000.00 136,800,000.00 Retained earnings Appropriated Legal reserve (Note 10) 7,655,732.39 6,024,212.07 Unappropriated 121,508,328.97 39,090,452.25 Unrealized loss on securities for investment (Note 4) - (31,675.00) Total Shareholders' Equity 345,964,061.36 261,882,989.32 Total Liabilities and Shareholders' Equity 472,865,456.94 440,059,743.77 See notes to financial statements THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 1998 1997 Baht Baht REVENUES Sales (Note 4) 825,585,193.28 590,609,051.33 Other income Sales of scrap 15,138,060.34 11,180,921.45 Interest income 8,667,347.91 3,810,392.28 Others 7,597,772.17 5,084,041.68 Total Revenues 856,988,373.70 610,684,406.74 EXPENSES Cost of sales (Note 2) 551,550,125.65 443,130,575.64 Selling and administrative expenses (Note 2) 167,358,187.06 117,279,302.24 Interest expense 1,106,540.37 3,506,126.76 Total Expenses 720,014,853.08 563,916,004.64 Income before income tax 136,973,520.62 46,768,402.10 Income tax expenses 42,924,123.58 14,137,995.77 Net income 94,049,397.04 32,630,406.33 Earnings per share (Note 4) 11.76 4.08 See notes to financial statements THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 1998 1997 Baht Baht Share capital Ordinary shares Beginning balance 80,000,000.00 80,000,000.00 Additions - - Ending balance 80,000,000.00 80,000,000.00 Paid-in capital Premium on share capital Beginning balance 136,800,000.00 136,800,000.00 Additions - - Ending balance 136,800,000.00 136,800,000.00 Retained earnings Appropriated Legal reserve Beginning balance 6,024,212.07 5,650,613.78 Additions 1,631,520.32 373,598.29 Ending balance 7,655,732.39 6,024,212.07 Unappropriated Beginning balance 39,090,452.25 14,833,644.21 Additions 94,049,397.04 32,630,406.33 Deductions (11,631,520.32) (8,373,598.29) Ending balance 121,508,328.97 39,090,452.25 Unrealized loss on securities for investment Beginning balance (31,675.00) - Additions - (31,675.00) Deductions 31,675.00 - Ending balance - (31,675.00) Total Shareholders' Equity 345,964,061.36 261,882,989.32 See notes to financial statements THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED STATEMENTS OF RETAINED EARNINGS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 1998 1997 Baht Baht Unappropriated retained earnings : Beginning balance 39,090,452.25 14,833,644.21 Less Appropriations of earnings for prior year (Note 10) Legal reserve (1,631,520.32) (373,598.29) Dividend (10,000,000.00) (8,000,000.00) Net income for the year 94,049,397.04 32,630,406.33 Total Unappropriated Retained Earnings 121,508,328.97 39,090,452.25 Appropriated retained earnings : Legal reserve 7,655,732.39 6,024,212.07 Total Retained Earnings 129,164,061.36 45,114,664.32 See notes to financial statements THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 1998 1997 Baht Baht CASH FLOWS FROM OPERATING ACTIVITIES Net income 94,049,397.04 32,630,406.33 Add (less) Adjustments to reconcile net income to net cash provided by operating activities Allowance for doubtful accounts 648,638.43 (2,656,186.11) Allowance for devalue of inventories 3,582,253.53 530,704.59 Allowance for diminution in value of investment 96,444.25 - Loss (gain) on disposal of property , plant and equipment 3,377.48 (573,187.00) Depreciation and amortization (Note 9) 22,183,215.15 25,672,237.50 Deferred charges written off 3,030,707.25 1,162,321.58 Net income from operations before changes of operating assets and liabilities 123,594,033.13 56,766,296.89 (INCREASE) DECREASE IN OPERATING ASSETS Accounts receivable 41,900,245.31 (36,354,527.89) Inventories 24,925,037.21 (9,516,157.80) Other current assets (1,496,145.11) (14,273,022.65) Other assets (4,800.00) (19,767,727.27) INCREASE (DECREASE) IN OPERATING LIABILITIES Accounts payable (50,085,984.66) 43,314,290.09 Accrued expenses 9,177,396.83 7,707,701.16 Accrued company income tax 29,616,450.07 13,216,109.79 Other current liabilities (1,052,116.52) 2,740,706.65 Net Cash Provided by Operating Activities 176,574,116.26 43,833,668.97 CASH FLOWS FROM INVESTING ACTIVITIES Increase in investments - (8,090,592.64) Proceeds from disposal of property , plant and equipment 454.54 1,350,058.60 Purchases of property, plant and equipment (14,417,255.60) (20,151,872.82) Net Cash Used in Investing Activities (14,416,801.06) (26,892,406.86) See notes to financial statements 1998 1997 Baht Baht CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in loans from financial institutions (34,804,692.00) 15,583,091.94 Payment of dividend (10,000,000.00) (8,000,000.00) Net Cash (Used in) Provided by Financing Activities (44,804,692.00) 7,583,091.94 NET INCREASE IN CASH AND CASH EQUIVALENTS 117,352,623.20 24,524,354.05 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (Note 3) 40,009,544.87 15,485,190.82 CASH AT BANK PLEDGED AS COLLATERAL AT BEGINNING OF YEAR (Notes 3 and 12) 1,000,000.00 1,000,000.00 CASH AT BANK PLEDGED AS COLLATERAL AT END OF YEAR (Notes 3 and 12) (1,000,000.00) (1,000,000.00) CASH AND CASH EQUIVALENTS AT END OF YEAR (Note 3) 157,362,168.07 40,009,544.87 SUPPLEMENTARY INFORMATION Cash payment during the year Interest expense 1,568,236.47 3,244,099.77 Income tax 13,307,673.51 921,885.98 (More)