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(Translation) Auditor's Report To the Shareholders of Thanulux Public Company Limited and Subsidiaries We have reviewed the consolidated balance sheet of Thanulux Public Company Limited as of September 30, 1999 and the consolidated income statement, consolidated retained earnings statement, consolidated changes in shareholders' equity and consolidated cash flow statement forthe third quarterthen ended of Thanulux Public Company Limited and subsidiaries, including the financial statements of Thanulux Public Company Limited. Our review was made in accordance with the standards of the Certified Public Accountants and Auditors Association of Thailand. The review of financial statements for this period is mainly for the purpose of basic understanding of the preparation of financial statements and its system, based on the analytical method of financial analysis and an interview with the company's finance and accounting personnel. This review has more limited scope than generally accepted auditing standards.Therefore,we are unable to express any opinion on the reviewed financial statements. I did not find any significance for adjusting the financial statements in accordance with generally accepted accounting principles. As mentioned in "Note to The Financial Statements No 17th", the company had changed the accounting principle for evaluation of long term investment for securities for trading from "The Lower of aggregate cost or market value." to "Fair value" in accordance with "Thai accounting standards" chapter40th accounting for investment in debt and equity securities. The result of the new accounting principle,the company gained Baht 14.73 million from adjusting the asset value which showed in the shareholders'equity of the financial statement as of September 30, 1999. (Mr. Natee Sangudomlert) Certified Public Accountant Auditors No. 300 Bangkok November 2, 1999 Thanulux Public Company Limited and Subsidiaries Notes to The Consolidated Financial Statements For 9 months ending September 30, 1999 ------------------------------------------------------------------------------------ 1. Principles of Consolidated Financial Statements The company's financial statements include those of Thanulux Public Company Limited's ended September 30, 1999. Related transactions have been eliminated from the consolidated financial statements. One subsidiary is Thanulux Kabinburi Company Limited of which the Company holds 99.99% of the paid-up capital. Minority shareholders' equity in subsidiaries consists of the percentage of their ownership and corresponding operating income. 2. Basis of Consolidated Financial Statements Part of the company's assets, liabilities, income and expenses includes those of subsidiaries and associated companies.Therefore, these financial statements show the results of the mentioned balances in accordance with policy of setting the usual business price by all such companies. 3. Significant Accounting Policies 3.1 Recognition of revenues The company recognizes sales revenues when the products are delivered to the customers. 3.2 Fixed assets Fixed assets are stated at cost less depreciation. Depreciation is calculated by the straight-line method at the highest rate allowed by law (except for land which shows no depreciation) As for the subsidiaries' assets obtained since October1,1996, depreciation is calculated at 10% per year. 3.3 Inventories Finished goods and raw materials are estimated at the lower average cost or net realized value. Work in process is stated at cost. 3.4 Other supplies Other supplies are stated at cost. 3.5 Investments in common shares of subsidiaries and other companies are long term investment which classified as follows - Marketable securities are the securities for trading which show fair value. The company acknowledges the altered value to be the seperated item of shareholders' equity and will record in the financial statements, when the company sells the securities. - The investment of unlisted securities are general securities which show the cost value. - The cost of disposed investments are average cost. - Investments in subsidiaries and associated companies are booked under the equity method. 3.6 Accounts in foreign currencies Transactions in foreign currencies are translated into Baht at the exchange rate on the dates of the transactions. Assets and liabilities denominated in foreign currencies at the end of the period are translated into Baht at the average exchange rate on the last day of the accounting period. Exchange gains or losses arising from transactions are included in the income statements. 3.7 Provision for possible loan losses The provision forpossible loan losses is based on the analysis of outstanding loans according to the company's experience. 3.8 Deferred charges, consist of deferred public utility expenses, deferred royalty expenses, defer within 5 years. Subsidiaries' deferred charges which are in respect of computer programs, defer within 5 years. 3.9 Allowance for loss from impairment of assets, consider the identification which persuade to believe to be impairment of assets by the difference of the refolded estimated value which is lower than the book value of the assets. 4. Short-term Loans Consolidated Related parties Amount Amount Policy for setting the (This year) (Last year) cost of borrowing Loan receivable Related companies Ramasorn Thaveekarn Co., Ltd. 87,000,000.00 152,000,000.00 Cost of borrowing SSDC (Thigertex) Co., Ltd. 24,500,000.00 - interest rate plus 1-2% Thai Poron Co., Ltd. 900,000.00 - International Leather Fashion Corp., Ltd. - 5,000,000.00 Cite Limited Partnership - 300,000.00 Total 112,400,000.00 157,300,000.00 The company has loaned a sum of Baht 112.4 million to 3 company at the interest rate per year of 9.5-10.25%, without guarantee. The company only Related parties Amount Amount Policy for setting the (This year) (Last year) cost of borrowing Loan receivable Subsidiaries Thanulux Kabinburi Co., Ltd. 61,000,000.00 65,434,692.50 Cost of borrowing interest rate plus 1-2% Related companies Ramasorn Thaveekarn Co., Ltd. 87,000,000.00 152,000,000.00 SSDC (Thigertex) Co., Ltd. 24,500,000.00 - Thai Poron Co., Ltd. 900,000.00 - International Leather Fashion Corp., Ltd. - 5,000,000.00 Cite Limited Partnership - 300,000.00 Total 173,400,000.00 222,734,692.50 The company has loaned a sum of Baht 173.4 million to 4 companies at the interest rate per year of 9.5-10.25%, without guarantee. 5. Investment in Securities Consolidated As of September 30, 1999 consists of 9 marketable securities which were securities for trading = Baht 54,753,392.00 (The cost was Baht 40,021,660.77) and another 42 unlisted securities investment, were general investment, amount Baht 136,780,835.20 (this amount had deducted allowance for loss from investment amount Baht 1,950,000.00), got loss from impairment of assets = Baht 25,603,526.54. There were 3 companies which had not fully paid capital as the amount of Baht 1,100,000.00. Investments-Related parties Consolidated at September 30, 1999 (Unit : 1,000) Company Name Type of Relationship Paid-up % of Investment Dividend Market Business Share Investment Cost Equity price capital method method As of Sep. 30 Related companies - Securities for trading People's Garment Public Garment Co-Director 72,000 13.78 9,920 - 1,191 16,869 Co., Ltd. I.C.C.International Public Cosmetics Co-Director 290,634 0.99 13,214 - 1,003 18,907 Co., Ltd. and Apparel Thai Wacoal Public Ladies's Co-Director 120,000 0.93 8,461 - - 7,659 Co., Ltd. Lingerie Far East Advertising Public Advertising Co-Shareholder 25,000 0.35 505 - 78 733 Co., Ltd. Textile Prestige Public Embroidery Co-Shareholder 108,000 0.35 285 - 57 761 Co., Ltd. Lace Saha Pathana Inter-Holding Investment Co-Director 494,034 0.33 6,836 - 40 8,150 Public Co., Ltd. O.C.C.Public Co.,Ltd.Consumer Products Co-Shareholder 60,000 0.13 41 - - 88 Sahapathanapibul Consumer Products Co-Shareholder 275,875 0.07 495 - 40 980 Public Co., Ltd. Total 39,757 - 2,409 54,147 Add Unrealized gain for marketable securities 14,390 - - - Total securities for trading 54,147 - 2,409 54,147 - General investments P.T.Mesapro International Garment and Co-Director USD. 800 19.00 3,817 - - - Leatherware Thai Hamilton Co. Ltd. Garment Co-Director 20,000 19.00 12,236 - 760 - Thai Monster Co., Ltd. Garment Co-Director 20,000 19.00 5,549 - 570 - Total Way Image Co., Ltd. Leatherware Co-Director 20,000 19.00 7,132 - 950 - Thai Nakamura Label Co., Ltd. Label Co-Shareholder 20,000 19.00 3,800 - - - Puning Xie Zhong Garment Garment Co-Director USD.2,400 18.00 6,311 - - - Co., Ltd. International Commercial Apparel Co-Director HKD.1,000 18.00 1,302 - - - Coordination (Hong Kong) Ltd. International Leather Leatherware Co-Director 50,000 18.00 8,810 - - - Fashion Corp., Ltd. Champ Ace Co., Ltd. Garment Co-Director 40,000 15.00 6,000 - 2,400 - Thai Takaya Co., Ltd. Jeans Co-Director 30,000 11.00 3,300 - 495 - Thai Poron Co., Ltd. Garment Co-Director 20,000 10.00 2,000 - - - Ascot International Co., Ltd. Knitwear Co-Shareholder 21,000 7.62 1,600 - - - Grand Star Industry Co., Ltd. Cloth Co-Shareholder 20,000 7.50 1,500 - 375 - Belle Maison (Thailand) Direct Sale Co-Shareholder 30,000 7.00 *2,100 - - - Co., Ltd. SSDC (Tigertex) Co., Ltd. Dyeing Co-Director 875,000 5.91 20,906 - - - Woven Fabric Sunrise Garment Co., Ltd. Garment Co-Shareholder 6,500 5.38 385 - - - Thai Le Jour Co., Ltd. Garment Co-Shareholder 20,000 5.00 1,000 - - - Saha Info Technology Information Co-Shareholder 5,000 5.00 * 250 - - - Co., Ltd. Technology Thai Shikibo Co., Ltd. Cotton Yarn Co-Shareholder237,500 4.81 11,425 - - - Thai Staflex Co., Ltd. Powernet Co-Shareholder 60,000 4.00 2,400 - 60 - Thai Gunze Co., Ltd. Garment Co-Shareholder180,000 4.00 7,200 - 810 - Treasure Hill Co., Ltd. Golf Course Co-Shareholder200,000 4.00 6,300 - - - Value Added Textile Co., Ltd. Embroidery Co-Shareholder 50,000 3.00 1,500 - - - Thai Janome Co., Ltd. Sewing Machine Co-Shareholder 88,000 2.00 1,760 - 405 - Sahapat Properties Land Development Co-Shareholder 20,000 1.00 200 - - - Co., Ltd. Thai Itokin Co., Ltd. Garment Co-Director 100,000 1.00 1,411 - - - Racha Uchino Co., Ltd. Cotton Towels Co-Director 81,000 0.49 163 - - - Total general investments 120,357 - 6,825 - Less Loss from impairment of investments 12,920 - - - Total general investments 107,437 - 6,825 - Total investments 161,584 - 9,234 54,147 Consolidated at September 30, 1998 (Unit : 1,000) Company Name Type of Relationship Paid-up % of Investment Dividend Market Business Share Investment Cost Equity price capital method method As of Sep. 30 Related companies - Securities for trading People's Garment Public Garment Co-Director 72,000 13.78 9,920 - - 4,267 Co., Ltd. I.C.C.International Public Cosmetics Co-Director 147,076 1.95 13,214 - 263 10,313 Co., Ltd. and Apparel Far East Advertising Public Advertising Co-Shareholder 25,000 0.35 505 - 4 336 Co., Ltd. Textile Prestige Public Embroidery Co-Shareholder 108,000 0.35 285 - - 285 Co., Ltd. Lace O.C.C.Public Co.,Ltd.Consumer Products Co-Shareholder 60,000 0.13 41 - - 33 Saha Pathana Inter-Holding Investment Co-Director 494,034 0.09 2,090 - - 492 Public Co., Ltd. Sahapathanapibul Consumer Products Co-Shareholder 275,875 0.07 495 - - 640 Public Co., Ltd. Boutique Newcity Public Apparel Co-Shareholde 120,000 0.02 124 - - 15 Co., Ltd. Total 26,674 - 267 16,381 Add Unrealized loss for marketable securities 9,748 - - - Total securities for trading 16,926 - 267 16,381 - General investments Subsidiary company Kunming Shenjian Fashion Garment and Co-Director USD. 500 90.00**11,445 - - - Dress Co., Ltd. Leatherware Associated companies Puning Xie Zhong Garment Garment Co-Director USD.2,400 33.33 24,242 15,204 - - Co., Ltd. Leatherware International Commercial Apparel Co-Director HKD.1,000 20.00 663 2,242 147 - Coordination (Hong Kong) Ltd. Related companies P.T.Mesapro International Garment and Co-Director USD. 800 19.00 3,817 - - - Leatherware Thai Hamilton Co. Ltd. Garment Co-Director 20,000 19.00 12,104 - 250 - Thai Monster Co., Ltd. Garment Co-Director 20,000 19.00 5,566 - 420 - Total Way Image Co., Ltd. Leatherware Co-Director 20,000 19.00 7,132 - 1,050 - International Leather Leatherware Co-Director 50,000 15.00 7,500 - - - Fashion Corp., Ltd. Thai Mitsuboshi Co., Ltd. Garment Co-Director 20,000 15.00 3,000 - 945 - Champ Ace Co., Ltd. Garment Co-Director 40,000 15.00 6,000 - 900 - Thai Hishiya Co., Ltd. Necktie Co-Director 6,000 15.00 *6,300 - - - Thai Takaya Co., Ltd. Jeans Co-Director 30,000 11.00 3,300 - 215 - Thai Poron Co., Ltd. Garment Co-Director 20,000 10.00 2,000 - - - Ascot International Co., Ltd. Knitwear Co-Shareholder 21,000 7.62 1,600 - - - Grand Star Industry Co., Ltd. Cloth Co-Shareholder 20,000 7.50 1,500 - 375 - Belle Maison (Thailand) Direct Sale Co-Shareholder 20,000 7.00 *1,400 - - - Co., Ltd. SSDC (Tigertex) Co., Ltd. Dyeing Co-Director 875,000 5.48 19,597 - - - Woven Fabric Thai Le Jour Co., Ltd. Garment Co-Shareholder 20,000 5.00 1,000 - - - Saha Info Technology Information Co-Shareholder 5,000 5.00 * 250 - - - Co., Ltd. Technology Thai Staflex Co., Ltd. Powernet Co-Shareholder 60,000 4.00 2,400 - - - Thai Gunze Co., Ltd. Garment Co-Shareholder180,000 4.00 7,200 - 1,080 - Thai Nakamura Label Co., Ltd. Label Co-Shareholder 30,000 4.00 1,200 - - - Treasure Hill Co., Ltd. Golf Course Co-Shareholder200,000 4.00 6,300 - - - Sunrise Garment Co., Ltd. Garment Co-Shareholder 10,000 3.50 385 - - - Value Added Textile Co., Ltd. Embroidery Co-Shareholder 50,000 3.00 1,500 - - - Thai Shikibo Co., Ltd. Cotton Yarn Co-Shareholder187,500 3.00 5,625 - - - Sahapat Realestate Land Development Co-Shareholder500,000 2.50 *12,500 - - - Co., Ltd. Thai Janome Co., Ltd. Sewing Machine Co-Shareholder 88,000 2.00 1,760 - 238 - Sahapat Properties Land Development Co-Shareholder 20,000 1.00 200 - - - Co., Ltd. Thai Itokin Co., Ltd. Garment Co-Director 100,000 1.00 1,411 - - - Racha Uchino Co., Ltd. Cotton Towels Co-Director 81,000 0.49 163 - - - Total general investments 153,390 17,446 5,620 - Total investments 170,316 17,446 5,887 16,381 * The companies do not require fully pay for their sales share values. ** The company is in the process of setting up the factory, so it does not get revenue and loss. The company only As of September 30, 1999 consists of 9 marketable securities which were securities for trading = Baht 54,753,392.00 (The cost was Baht 40,021,660.77) and another 43 unlisted securities investment, were general investment, amount Baht 171,780,135.20 (this amount had deducted allowance for loss from investment amount Baht 1,950,000.00), got loss from impairment of assets = Baht 25,603,526.54, loss on investment by equity method worth Baht 26,989,811.00. There were 3 companies which had not fully paid capital as the amount of Baht 1,100,000.00. (more)