CONSOLIDATED FINANCIAL STATEMENTS ENDED DECEMBER 31, 1999

NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES T H A I L A N D _________________________________________________________ FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 AND INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT _________________________________________________________ EXPRESSED IN THAI BAHT _________________________________________________________ INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT To The Shareholders of Noble Development Public Company Limited I have audited the accompanying balance sheets of Noble Development Public Company Limited and consolidated subsidiaries as of December 31,1999 and 1998, and the related statements of changes in shereholders'equity,the statements of income and deficit and cash flows for the years then ended.These finacnial statments are the responsibility of the Company's management.My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards.Those Standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,on a test basis,evidence supporting the amounts and disclosures in the financial statements.An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements present fairly, in all material respects,the financial position of Noble Development Public company Limited and consolidated subsidiaries as of December 31, 1999 and 1998 and the changes in shareholders' equity, the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. (KESREE NARONGDEJ) Certified Public Accountant Registration No. 76 A.M.T. & ASSOCIATES Bangkok, Thailand February 18, 2000. NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 ASSETS CURRENT ASSETS Cash on hand and at banks 26,695,532 20,887,406 12,811,390 8,350,740 Short-term investment - financial institutions 4 and 20 225,784 37,466,637 225,784 12,602,648 Trade accounts receivable 5 6,838,590 17,739,997 6,208,583 8,292,433 Unbilled completed work 6 92,829,232 435,076,218 79,958,377 205,111,131 Short-term loans and advance to related companies 7 and 30 - - 425,100,177 800,535,939 Inventories 8 6,289,291 1,972,407 - - Real estate development cost 9,20 and 24 309,139,814 1,601,929,423 105,083,365 645,457,948 Construction in progress - net 10 - 4,759,427 - - Other current assets Short-term loans to other company 11 38,822,602 73,238,364 38,822,602 73,238,364 Accrued management fee - related companies - - 14,364,160 53,285,093 Others 12 29,225,623 37,169,159 8,723,600 16,735,884 Total Other Current Assets 68,048,225 110,407,523 61,910,362 143,259,341 Total Current Assets 510,066,468 2,230,239,038 691,298,038 1,823,610,180 .../2 - 2 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 LONG-TERM LOANS TO RELATED COMPANIES 13 - - 81,260,318 - INVESTMENTS - Related companies 14 3,247,400 3,247,400 19,493,381 101,176,012 - Other company 14 5,000,000 5,000,000 5,000,000 5,000,000 LAND BANK - NET 15,20,24 AND 27 296,587,179 753,161,699 81,034,782 120,960,989 PROPERTY, PLANT AND EQUIPMENT - NET 16,20 AND 24 230,275,911 220,375,402 96,894,934 108,873,248 OTHER ASSETS Deposit - land 17 26,000,000 58,940,000 26,000,000 58,940,000 Goodwill 61,777,161 73,820,146 - - Deposit on investment 18 36,000,000 - 36,000,000 - Others 19 and 20 56,123,115 44,353,764 18,434,233 31,031,515 Total Other Assets 179,900,276 177,113,910 80,434,233 89,971,515 TOTAL ASSETS 1,225,077,234 3,389,137,449 1,055,415,686 2,249,591,944 ============= ============= ============= ============= The accompanying notes to financial statements are an integral part of these statements. ............................. DIRECTOR ............................. DIRECTOR NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 20 and 30 164,109,924 363,857,390 57,595,465 140,743,944 Accounts payable-construction - related company - - 185,991 185,991 - others 38,074,228 69,914,542 1,587,721 9,655,590 Current portion of long-term loans 24 and 30 49,290,394 622,046,048 - 231,393,230 Overdue current portion of long-term loans 24 amd 30 202,170,000 699,291,443 - 255,658,443 Current portion of long-term bond 21,25 and 30 30,000,000 500,000,000 30,000,000 500,000,000 Deposit and received in advance from customers 6,197,893 43,200,216 641,900 10,290,919 Loan from related company 22 - - 8,043,889 17,944,068 Other current liabilities Deferred income tax 23 92,221,977 103,327,712 38,231,398 38,231,398 Accrued expenses 30 105,086,578 233,823,915 12,476,386 117,462,974 Others 48,043,100 39,314,931 17,448,235 7,610,338 Total Other Current Liabilities 245,351,655 376,466,558 68,156,019 163,304,710 Total Current Liabilities 735,194,094 2,674,776,197 166,210,985 1,329,176,895 .../2 - 2 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 LONG - TERM LOANS 24 and 30 129,997,579 - - - OTHER LIABILITIES Liabilities occur from the investment in the related companies 14 - - 530,328,674 207,302,219 Others 956,650 1,358,345 956,650 1,358,345 Total Other Liabilities 956,650 1,358,345 531,285,324 208,660,564 Total Liabilities 866,148,323 2,676,134,542 697,496,309 1,537,837,459 MINORITY INTERESTS 1,009,534 1,248,422 - - SHAREHOLDERS' EQUITY Share Capital-Baht 10.00 par value 25 Authorized share capital 693,750,000 ordinary shares in 1999 and 55,000,000 ordinary shares in 1998 6,937,500,000 550,000,000 6,937,500,000 550,000,000 ============= ============== ============= ============= .../3 - 3 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS AS OF DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Issued and paid up share capital 91,356,513 ordinary shares in 1999 and 55,000,000 ordinary shares in 1998 913,565,130 550,000,000 913,565,130 550,000,000 Premium on share capital 1,078,338,000 779,938,000 1,078,338,000 779,938,000 Discount on share capital (72,000,000) - (72,000,000) - Retained earnings (Deficit) Appropriated - Legal reserve 8,174,869 8,174,869 8,174,869 8,174,869 Unappropriated (1,570,158,622) (626,358,384)(1,570,158,622)(626,358,384) Total Shareholders' Equity 357,919,377 711,754,485 357,919,377 711,754,485 TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY 1,225,077,234 3,389,137,449 1,055,415,686 2,249,591,944 ============= ============= ============= ============= The accompanying notes to financial statements are an integral part of these statements. .............................. DIRECTOR .............................. DIRECTOR NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 SHARE CAPITAL Beginning of year 550,000,000 550,000,000 550,000,000 550,000,000 Increase during the year 363,565,130 - 363,565,130 - End of year 913,565,130 550,000,000 913,565,130 550,000,000 PREMIUM ON SHARE CAPITAL Beginning of year 779,938,000 779,938,000 779,938,000 779,938,000 Increase during the year 298,400,000 - 298,400,000 - End of year 1,078,338,000 779,938,000 1,078,338,000 779,938,000 DISCOUNT ON SHARE CAPITAL Beginning of year - - - - Increase during the year (72,000,000) - (72,000,000) - End of year (72,000,000) - (72,000,000) - RETAINED EARNINGS (DEFICIT) APPROPRIATED LEGAL RESERVE Beginning of year 8,174,869 8,174,869 8,174,869 8,174,869 End of year 8,174,869 8,174,869 8,174,869 8,174,869 .../2 - 2 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 UNAPPROPRIATED Beginning of year (626,358,384) (45,851,759) (626,358,384) (45,851,759) Decrease during the year (943,800,238) (580,506,625) (943,800,238) (580,506,625) End of year (1,570,158,622) (626,358,384) (1,570,158,622) (626,358,384) Total Shareholders' Equity 357,919,377 711,754,485 357,919,377 711,754,485 ============= ============= ============= ============= The accompanying notes to financial statements are an integral part of these statements. NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND DEFICIT FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 REVENUES Sales 254,892,194 344,958,803 53,273,754 81,390,096 Income from construction 7,816,360 29,066,169 2,054,800 13,022,665 Sales and service 8,759,610 7,830,647 - - Sale - machinery - 1,070,822 - - Other income Deferred income tax write off 11,108,311 - - - Gain on extinguish of debt 21 29,406,350 - 29,406,350 - Gain on conversion bonds 21 75,143,562 - 75,143,562 - Gain (loss) from the cancelled contracts 26 36,753,959 (45,832,742) (1,178,338) (13,378,457) Gain on exchange rate - 100,115,733 - - Interest income 7,735,962 16,594,972 54,665,842 71,899,837 Others 8,910,418 13,827,235 12,742,602 16,619,113 Total Revenues 440,526,726 467,631,639 226,108,572 169,553,254 .../2 - 2 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND DEFICIT FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 EXPENSES Cost of sales 341,396,738 435,838,672 95,308,795 90,363,209 Cost of construction 17,274,520 43,059,981 4,510,028 20,882,656 Cost of sales and service 2,881,960 2,599,053 - - Cost of sale machinery - 993,329 - - Selling and administrative expenses 114,453,441 115,614,701 72,722,345 70,050,385 Loss from cancellation of purchase agreement 17 32,940,000 - 32,940,000 - Loss from disposition of real estate under debts restructuring agreements 27 644,285,839 - 262,389,882 - Loss from impairment of assets 28 314,620,801 - 79,197,207 - Promotion expenses write off - 86,804,176 - 22,614,751 Pre-operating expenses and deferred charges write off - 84,157,141 - 42,990,562 Loss (gain) from subsidiary companies under equity method - - 404,709,085 355,198,385 Interest expenses 324,710,562 280,556,115 197,338,444 147,959,931 Total Expenses 1,792,563,861 1,049,623,168 1,149,115,786 750,059,879 .../3 - 3 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME AND DEFICIT FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY NOTE 1999 1998 1999 1998 LOSS BEFORE EXTRAORDINARY ITEM AND MINORITY INTERESTS (1,352,037,135) (581,991,529) (923,007,214) (580,506,625) EXTRAORDINARY ITEM - GAIN(LOSS) ON RESTRUCTURED DEBTS 30 407,998,009 - (20,793,024) - NET LOSS BEFORE MINORITY INTERESTS (944,039,126) (581,991,529) (943,800,238) (580,506,625) MINORITY INTERESTS 238,888 1,484,904 - - NET LOSS (943,800,238) (580,506,625) (943,800,238) (580,506,625) DEFICIT, BEGINNING OF YEAR (626,358,384) (45,851,759) (626,358,384) (45,851,759) DEFICIT, END OF YEAR (1,570,158,622) (626,358,384)(1,570,158,622)(626,358,384) ============= ============= ============= ============ LOSS PER SHARE : Loss before extraordinary item (21.99) (10.55) (15.01) (10.55) Extraordinary item - Gain(loss)on restructured debts 6.64 - (0.34) - Loss per share (15.35) (10.55) (15.35) (10.55) ============= ============= ============= ============= The accompanying notes to financial statements are an integral part of these statements. NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss (943,800,238) (580,506,625) (943,800,238)(580,506,625) Add (less)items not affecting cash Depreciation and amortization 52,256,184 42,458,420 26,734,831 24,658,060 Promotion expenses write off - 86 804,176 - 22 614,751 Pre-operating and deferred charges write off - 84,157,141 - 42,990,562 Deferred income tax write off (11,108,311) - - - Loss(gain)on sales property, plant and equipment (412,610) (244,610) (425,128) (240,300) Loss(gain) from the cancelled contracts(36,753,959) 45,832,742 1,178,338 13,378,457 Loss(gain) on extinguish of debt (29,406,350) - (29,406,350) - Loss(gain) on conversion bonds (75,143,562) - (75,143,562) - Loss from cancellation of purchase agreement 32,940,000 - 32,940,000 - Loss from disposition of real estate under debts restructuring agreements 644,285,839 - 262,389,882 - Loss from impairment of assets 314,620,801 - 79,197,207 - .../2 - 2 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Loss from subsidiary companies under equity method - - 404,709,085 350,323,386 Decrease(increase) in accrued management fee-related companies - - (9,179,906) (11,395,089) Decrease(increase) in accrued interest receivable-related companies - - (48,457,463) (45,759,386) Decrease(increase) in accrued interest receivable-other company (5,509,396) (8,439,020) (5,509,396) (8,439,020) Increase(decrease) in accrued interest expenses-related companies - - 1,192,978 - Increase(decrease) in accrued interest expenses-other companies 323,774,070 160,595,515 195,208,974 72,749,164 Gain on exchange rate - (100,115,733) - - Extraordinary item - Loss(gain) from restructured debts (407,998,009) - 20,793,024 - Minority interests in loss of subsidiaries (238,888) (1,484,904) - - Operating loss before working capital changes (142,494,429) (270,942,898) (87,577,724) (119,626,040) .../3 - 3 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Operating loss before working capital changes (142,494,429) (270,942,898) (87,577,724) (119,626,040) Decrease(increase)in trade accounts receivable 10,901,407 33,166,699 2,083,850 687,721 Decrease(increase)in unbilled completed work 9,948,746 26,137,338 12,438,928 (7,993,375) Decrease(increase)in inventories (4,316,884) 3,200,621 - - Decrease(increase)in real estate development cost for sales 342,292,373 371,991,943 94,190,145 99,327,607 Decrease(increase)in construction in progress - net 4,759,427 - - - Decrease(increase)in other current assets Accrued management fee - related companies - - 5,000,000 - Others 10,518,348 (2,368,943) 7,990,943 2,389,476 Decrease(increase)in other assets Deposit - land - 28,060,000 - 28,060,000 Others (29,251,928) 2,234,410 1,495,784 (1,983,234) .../4 - 4 - NOBLE DEVELOPMENT PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 B A H T CONSOLIDATED THE COMPANY ONLY 1999 1998 1999 1998 Increase(decrease)in accounts payable - construction Related companies - - - (6,213,509) (more)

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