SET Announcements

20. INCREASE IN SHARE CAPITAL The increased paid - up share capital amounted Baht 40 million was registered with the Ministry of Commerce on February 22, 1996. Thus, the paid - up share capital increased from 40 million ordinary shares to 44 million ordinary shares. At the extraordinary meeting of the shareholders No. 1/1996 held on March 6, 1996, the shareholders passed a special resolution to decrease in the Company's capital from Baht 500 million (50 million ordinary shares of Baht 10.00 each) to Baht 440 million (44 million ordinary shares of Baht 10.00 each). This was approved by the Ministry of Commerce on March 28, 1996. At the same meeting, the shareholders passed a special resolution to increase in the Company's capital from Baht 440 million (44 million ordinary shares of Baht 10.00 each) to Baht 550 million (55 million ordinary shares of Baht 10.00 each). This was approved by the Ministry of Commerce on March 29, 1996. At the ordinary general meeting 1997 held on April 24, 1997 the shareholders approved the remaining of 11 million ordinary shares to the public 10.4 million ordinary shares of Baht 16.00 each and offered to company's staffs 0.6 million ordinary shares of Baht 12.00 each. The share distribution thus made was registered with the Ministry of Commerce on May 29, 1997. 21. LEGAL RESERVE In accordance with in the provisions of the Public Company Acts, the Company has to set aside a minimum of 5% of its net income of each year until the reserve reach 10% of authorized capital. The reserve is not available for dividend distribution. 22. LOSS FROM CANCELLED THE CONTRACTS In 1997 and 1996, the company and its subsidiary had cancelled some of the sale contracts, which the sales and cost of sales from those contracts had been recognized up to December 31, 1996 and 1995 and the Company had recorded the amount seized from the cancellation of the contract as follow: B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 Total value of the cancelled contracts 591,685,395 109,221,000 138,299,200 79,485,300 ============= ============= ============= ============= Sales 572,921,144 103,335,111 136,251,675 79,485,300 Cost of sales (438,558,260) (74,152,506) (96,180,797) (55,293,391) 134,362,884 29,182,605 40,070,878 24,191,909 Less the amount seized from the cancelled contracts (20,797,590) (18,194,656) (6,845,841) (13,920,059) Loss from cancelled the contracts - net 113,565,294 10,987,949 33,225,037 10,271,850 ============= ============= ============= ============= 23. CONSOLIDATED INCOME STATEMENTS FOR FOURTH QUARTER The operating results for last quarters of the years are as follows: B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 REVENUES Sales - net 26,084,246 227,827,107 (7,797,398) 87,817,842 Income from construction - net 3,890,134 771,379 8,930,815 - Sales and service 3,976,382 1,715,007 - - Sales - machinery 2,150,268 - - - Other income - Interest income 4,697,785 5,321,166 19,806,070 17,289,977 - Management fee - - 2,040,402 10,515,134 - Others 1,605,958 1,664,360 1,526,527 14,950 Total Revenues 42,404,773 237,299,019 24,506,416 115,637,903 EXPENSES Cost of sales 38,180,997 175,276,470 (10,246,726) 64,763,395 Cost of construction 3,842,927 1,110,232 9,730,562 - Cost of sales and services 737,934 2,284,169 - - Cost of sales - machinery 1,994,657 - - - Loss from cancelled the contracts 32,509,432 3,229,031 4,348,226 6,060,877 The previous year construction cost charges 11,975,354 - - - Income (Loss) from subsidiary companies under equity method - - 172,283,919 (3,042,317) Selling and administrative expenses 32,208,043 25,678,938 17,344,726 21,052,719 Interest expenses 17,245,180 8,014,893 22,253,621 14,219,844 Total Expenses 138,694,524 215,593,733 215,714,328 103,054,518 B A H T CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 NET INCOME (LOSS) BEFORE INCOME TAX, EXTRAORDINARY ITEM AND MINORITY INTERESTS (96,289,751) 21,705,286 (191,207,912) 12,583,385 INCOME TAX 7,507,347 (12,497,459) - (3,375,558) NET INCOME BEFORE EXTRAORDINARY ITEM AND MINORITY INTERESTS (88,782,404) 9,207,827 (191,207,912) 9,207,827 EXTRAORDINARY ITEM-FOREIGN CURRENCY TRANSACTION LOSS ARISING FROM THE MANAGED FLOAT SYSTEM (NOTE 24) (103,046,698) - - - NET INCOME (LOSS) (191,829,102) 9,207,827 (191,207,912) 9,207,827 MINORITY INTERESTS IN NET LOSS 621,190 - - - NET INCOME (LOSS) (191,207,912) 9,207,827 (191,207,912) 9,207,827 ============= ============= ============= ============= EARNING (LOSS) PER SHARE (BAHT): NET INCOME(LOSS)BEFORE EXTRAORDINARY ITEM (1.67) 0.21 (3.64) 0.21 EXTRAORDINARY ITEM (1.97) - - - NET INCOME (LOSS) (3.64) 0.21 (3.64) 0.21 ============= ============= ============= ============= 24. EXTRAORDINARY ITEM-FOREIGN CURRENCY TRANSACTION LOSS ARISING FROM THE MANAGED FLOAT SYSTEM At July 2, 1997, the Ministry of Finance had announced to change the foreign currency exchange system to the managed float system. This had affected the company and its subsidiary to occur the currency loss for approximately Baht 234.53 million in the consolidated financial statement and approximately Baht 29.34 million in the company's financial statement. 25. RELATED PARTY TRANSACTIONS MILLION BAHT CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 Interest income - - 52.86 52.63 Management fee - - 4.94 18.24 Interest expenses - - 11.43 6.67 Management fee income was management and administration fee income from certain related companies which engage in real estate business. The business transactions as reflected in the financial statements were not differed from the unrelated parties 26. MANAGEMENT AGREEMENT The company had entered into the management and administrative agreement with a related companies to receive the management fee at the rate specified in the agreement. . The period of the agreement depend on the completion of each project. 27. COMMITMENT AND CONTINGENT LIABILITIES As of December 31, 1997 and 1996, the company and its subsidiaries have the commitment and contingent liabilities as follows: MILLION BAHT CONSOLIDATED THE COMPANY ONLY 1997 1996 1997 1996 27.1 Commitment under the contracts to invest in the development project until completion 186 186 21 - 27.2 Commitment under the contracts to purchase of land 71 71 71 71 27.3 Contingent liabilities as a guarantor for customers' housing loans of the company and a related company 22 16 21 16 27.4 Contingent liabilities to bank for letters of guarantee 9 7 7 5 27.5 Contingent liabilities for guarantee of a related company's credit facilities - - 1,388 1,056 27.6 The company had issue cheques to secure the payment of loan from local bank 83 - 83 - 28. RECLASSIFICATION OF ACCOUNTS Certain accounts in 1996 were reclassified to conform with the 1997 consolidated financial statements presentation.