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(Translation) Auditors Report To the Shareholders of Thanulux Public Company Limited and Subsidiaries I have review the consolidated balance sheet as of June 30, 2000 and the related consolidated statements of income for the 3-month and 6-month, changes in shareholders' equity and cash flows for the 6-month period then ended of Thanulux Public Company Limited and Subsidiaries, including the financial statements of Thanulux Public Company Limited. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my review. I conducted my review in accordance with Auditing Standards the part of review . Those Standards require that I had to plan and perform the review to obtain sufficient assurance about whether the financial statements are free of material misstatement. The review had its limit. I mainly interviewed the companys personal which based on the analytical method of financial analysis. This performance is less assurance than general accepted auditing standards. So I can not provide my opinion for this financial statement. I can not find anything which caused me not to believe this financial statement in the significant of general accepted accounting principles, from my review. I had audited, as general accepted auditing standards, the financial statement as of December 31, 1999 of Thanulux Public Company Limited and Subsidiaries and financial statement of Thanulux Public Company Limited. I had submitted without condition for the report as of February 26, 2000 on the balance sheet as of December 31, 1999 showed the comparison which was a part of my audited financial statement. I do not have any auditing performance after the said report. (Mr. Natee Sangudomlert) Certified Public Accountant auditors No. 300 Bangkok July 28, 2000 Thanulux Public Company Limited and Subsidiaries Notes to The Consolidated Financial Statements For 6 months ending June 30, 2000 -------------------------------------------------------------------------------------------------------- 1. Principles of Consolidated Financial Statements The companys financial statements include those of Thanulux Public Company Limiteds ended June 30, 2000. 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 companys 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 October 1, 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 which classified as follows - Marketable securities are the securities for trading which show fair value. The company acknowledges the altered value to be the separated 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 converted into Baht at the exchange rate on the dates of the transactions. Assets and liabilities denominated in foreign currencies at the end of the year are converted into Baht at the average exchange rate on the last day of the accounting year. Exchange gains or losses arising from transactions are included in the income statements. 3.7 Allowance for doubtful accounts The uncollectable account receivings were recorded on the basis of the company's experience. 3.8 Deferred charges, consist of deferred computer programs, defer within 3 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 (Unit : Baht 1,000) for setting the As of Jun. 30, 2000 cost of borrowing Loan receivable Related companies cost of borrowing Ramasorn Thaveekarn Co., Ltd. 69,000 Interest rate plus 1-2% The company only Related parties (Unit : Baht 1,000) for setting the As of Jun. 30, 2000 cost of borrowing Loan receivable Subsidiaries Thanulux Kabinburi Co., Ltd. 58,800 cost of borrowing interest rate plus 1-2% Related companies Ramasorn Thaveekarn Co., Ltd. 69,000 Total 127,800 The company has loaned a sum of Baht 127.8 million to 2 companies at the interest rate per year of 8.675 - 9.25%, without guarantee. 5. Investments in Securities Consolidated As of June 30, 2000, we had, securities in 9 listed companies which had total market price as Baht 72,494,115.50 (total cost = Baht 53,575,224.94) - for selling, securities in 49 non-listed companies which had total net cost as Baht 168,229,300.48 - general investment (this amount had included allowance for loss from decreasing registered capital Baht 1,950,000.00 and allowance for loss from impairment of investment = Baht 18,843,728.35). The securities in non-listed companies had lost Baht 1,100,565.50 from impairment of investment in this period. There were 3 companies which the capital were not fully paid for the amount of Baht 750,000.00. Investments-Related parties Consolidated at June 30, 2000 (Unit : 1,000) Company Name Type of Relationship Paid-up % of Investment Dividend Market Business Share capital Investment price Cost method Equity method As of Jun.30 - Securities for trading Related companies People's Garment Public Co., Ltd. Garment Co-Director 72,000 13.78 9,920 - 1,985 19,349 I.C.C. International Public Co., Ltd. Cosmetics Co-Director 290,634 1.68 26,767 - 1,957 32,781 and Apparel Thai Wacoal Public Co., Ltd. Ladies's Lingerie Co-Director 120,000 0.93 8,461 - 611 8,436 Far East Advertising Public Co. Ltd. Advertising Co-Shareholder 25,000 0.35 505 - 129 845 Textile Prestige Public Co., Ltd. Embroidery Lace Co-Shareholder 108,000 0.35 285 - 95 1,331 Saha Pathana Inter-Holding Public Investment Co-Director 494,034 0.33 6,836 - 163 7,824 Co., Ltd. O.C.C. Public Co., Ltd. Consumer Products Co-Shareholder 60,000 0.13 41 - 12 148 Sahapathanapibul Public Consumer Products Co-Shareholder 275,875 0.07 495 - 30 880 Co., Ltd. Total 53,310 - 4,982 71,594 Add Unrealized gain for marketable securities 18,284 - - - Total securities for trading 71,594 - 4,982 71,594 - General investments P.T. Mesapro International Garment and Co-Director US$ 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 - 380 - 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 - - - SSDC (Tigertex) Co., Ltd. Dyeing Co-Director 270,000 18.96 58,394 - - - Woven Fabric Puning Xie Zhong Garment Co. Ltd. Garment Co-Director US$ 2,400 18.00 6,311 - - - International Commercial Apparel Co-Director HK$ 1,000 18.00 1,302 - - - Coordination (Hong Kong) Ltd. International Leather Fashion Leatherware Co-Director 50,000 18.00 8,810 - - - Corp., Ltd. Champ Ace Co., Ltd. Garment Co-Director 40,000 15.00 6,000 - 4,500 - S.T. G.C. Co., Ltd. Reserch and Co-Director 2,500 13.00 325 - - - Development Thai Takaya Co., Ltd. Jeans Co-Director 30,000 11.00 3,300 - 1,155 - Thai Poron Co., Ltd. Garment Co-Director 20,000 10.00 2,000 - - - Thai Gunze Co., Ltd. Garment Co-Shareholder 180,000 8.00 17,280 - 2,160 - 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 - 450 - Belle Maison (Thailand) Co., Ltd. Direct Sale Co-Shareholder 35,000 7.00 * 2,450 - - - Thai Le Jour Co., Ltd. Garment Co-Shareholder 20,000 5.00 1,000 - - - Saha Info Technology Co., Ltd. Information Co-Shareholder 5,000 5.00 * 250 - - - Technology Thai Shikibo Co., Ltd. Cotton Yarn Co-Shareholder 237,500 4.81 11,425 - - - Thai Staflex Co., Ltd. Powernet Co-Shareholder 60,000 4.00 2,400 - 360 - Treasure Hill Co., Ltd. Golf Course Co-Shareholder 200,000 4.00 6,300 - - - Sunrise Garment Co., Ltd. Garment Co-Shareholder 10,000 3.50 385 - 350 - Value Added Textile Co., Ltd. Embroidery Co-Shareholder 50,000 3.00 67 - - - Thai Janome Co., Ltd. Sewing Machine Co-Shareholder 88,000 2.00 1,760 - 370 - Sahapat Properties Co., Ltd. Land Development Co-Shareholder 20,000 1.00 200 - - - 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 167,167 - 11,435 - Less allowance loss from impairment of investments 15,884 - - - Total general investments 151,283 - 11,435 - Total investments 222,877 - 16,417 71,594 Investments-Others - Securities for trading comprise : Public Limited Companies As of Jun. 30, 2000 % of Investment Investment 1. Thai Toray Textile Mill 0.50 265,320.00 Add Unrealized gain for marketable securities 634,680.00 Total securities for trading 900,000.00 Investments-Others - General investments comprise : Limited Companies % of Investment Investment 1. Thai Pleats 12.50 1,000,000.00 2. Make Up Technique Institute 12.00 30.00 3. Builton (Thailand) 10.00 * 250,000.00 4. Miwaki SDN. BHD. 10.00 368,900.00 5. Pan Asia Leather 10.00 10,000.00 6. Osoth Inter Laboratories 3.13 88,125.00 7. H & B Intertex 5.00 2,000.00 8. The International Knitting Mills 3.75 1,500,000.00 9. Eastern Rubber 2.50 450,300.00 10. Sunlots Enterprise 2.19 3,500.00 11. Khonkaen Vithes Suksa 1.67 1,000,000.00 12. Thanara 1.25 750.00 13. Adventage Footwear 0.63 2,312.50 14. Sigma Holding 0.46 120,000.00 15. Intanin Chiangmai 12.50 3,406,362.50 16. Koraj Wattana 12.50 1,527,575.00 17. Sun & San 12.50 1,498,637.50 18. Intersouth 12.50 4,285,612.50 19. Pak Numpo Wattana 14.00 1,037,442.00 20. Maharachapreuk 12.00 415,584.00 21. Eastern I.C.C. 12.50 2,938,062.50 Total investments 19,905,193.50 Less allowance for loss from impairment of investments 2,958,355.00 Total general investments 16,946,838.50 Total investments-Others 17,846,383.50 * The companies do not require fully pay for their sales share values. Investment in debt securities The company invests Baht 20.0 million in five year period debenture with gradually matured condition which redeem on November 15, 2004. The interest rate will be, fix at 9.5% per year for the first through third year, and MLR of Siam Commercial Bank Public Company Limited. The company only As of June 30, 2000, we had, securities in 9 listed companies which had total market price as Baht 72,494,115.50 (total cost = Baht 53,575,224.94) - for selling, securities in 45 non-listed companies which had total ntet cost as Baht 203,204,000.48 - general investment (this amount had included allowance for loss from decreasing registered capital Baht 1,950,000.00 and allowance for loss from impairment of investment = Baht 18,784,565.85). The securities in non-listed companies had lost Baht 1,057,965.50 from impairment of investment in the period. There were 3 companies which the capital were not fully paid for the amount of Baht 750,000.00. The company only at June 30, 2000 (Unit : 1,000) Company Name Type of Relationship Paid-up % of Investment Dividend Market Business Share capital Investment price Cost method Equity method As of Jun.30 - Securities for trading Related companies People's Garment Public Co., Ltd. Garment Co-Director 72,000 13.78 9,920 - 1,985 19,349 I.C.C. International Public Co., Ltd. Cosmetics Co-Director 290,634 1.68 26,767 - 1,957 32,781 and Apparel Thai Wacoal Public Co., Ltd. Ladies's Lingerie Co-Director 120,000 0.93 8,461 - 611 8,436 Far East Advertising Public Co. Ltd. Advertising Co-Shareholder 25,000 0.35 505 - 129 845 Textile Prestige Public Co., Ltd. Embroidery Lace Co-Shareholder 108,000 0.35 285 - 95 1,331 Saha Pathana Inter-Holding Public Investment Co-Director 494,034 0.33 6,836 - 163 7,824 Co., Ltd. O.C.C. Public Co., Ltd. Consumer Products Co-Shareholder 60,000 0.13 41 - 12 148 Sahapathanapibul Public Consumer Products Co-Shareholder 275,875 0.07 495 - 30 880 Co., Ltd. Total 53,310 - 4,982 71,594 Add Unrealized gain for marketable securities 18,284 - - - Total securities for trading 71,594 - 4,982 71,594 - General investments Subsidiary company Thanulux Kabinburi Co., Ltd. Garment Co-Director 35,000 99.99 34,999 11,442 - - Related Companies P.T. Mesapro International Garment and Co-Director US$ 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 - 380 - 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 - - - SSDC (Tigertex) Co., Ltd. Dyeing Co-Director 270,000 18.96 58,394 - - - Woven Fabric Puning Xie Zhong Garment Co. Ltd. Garment Co-Director US$ 2,400 18.00 6,311 - - - International Commercial Apparel Co-Director HK$ 1,000 18.00 1,302 - - - Coordination (Hong Kong) Ltd. International Leather Fashion Leatherware Co-Director 50,000 18.00 8,810 - - - Corp., Ltd. Champ Ace Co., Ltd. Garment Co-Director 40,000 15.00 6,000 - 4,500 - S.T. G.C. Co., Ltd. Reserch and Co-Director 2,500 13.00 325 - - - Development Thai Takaya Co., Ltd. Jeans Co-Director 30,000 11.00 3,300 - 1,155 - Thai Poron Co., Ltd. Garment Co-Director 20,000 10.00 2,000 - - - Thai Gunze Co., Ltd. Garment Co-Shareholder 180,000 8.00 17,280 - 2,160 - 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 - 450 - Belle Maison (Thailand) Co., Ltd. Direct Sale Co-Shareholder 35,000 7.00 * 2,450 - - - Thai Le Jour Co., Ltd. Garment Co-Shareholder 20,000 5.00 1,000 - - - Saha Info Technology Co., Ltd. Information Co-Shareholder 5,000 5.00 * 250 - - - Technology Thai Shikibo Co., Ltd. Cotton Yarn Co-Shareholder 237,500 4.81 11,425 - - - Thai Staflex Co., Ltd. Powernet Co-Shareholder 60,000 4.00 2,400 - 360 - Treasure Hill Co., Ltd. Golf Course Co-Shareholder 200,000 4.00 6,300 - - - Sunrise Garment Co., Ltd. Garment Co-Shareholder 10,000 3.50 385 - 350 - Thai Janome Co., Ltd. Sewing Machine Co-Shareholder 88,000 2.00 1,760 - 370 - Sahapat Properties Co., Ltd. Land Development Co-Shareholder 20,000 1.00 200 - - - 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 202,099 11,442 11,435 - Less allowance loss from impairment of investments 15,842 - - - Total general investments 186,257 11,442 11,435 - Total investments 257,851 - 16,417 71,594 Investments-Others - Securities for trading comprise : Public Limited Companies As of Jun. 30, 2000 % of Investment Investment 1. Thai Toray Textile Mill 0.50 265,320.00 Add Unrealized gain for marketable securities 634,680.00 Total securities for trading 900,000.00 Investments-Others - General investments comprise : Limited Companies % of Investment Investment 1. Thai Pleats 12.50 1,000,000.00 2. Make Up Technique Institute 12.00 30.00 3. Builton (Thailand) 10.00 * 250,000.00 4. Miwaki SDN. BHD. 10.00 368,900.00 5. Osoth Inter Laboratories 3.13 88,125.00 6. H & B Intertex 5.00 2,000.00 7. The International Knitting Mills 3.75 1,500,000.00 8. Eastern Rubber 2.50 450,300.00 9. Khonkaen Vithes Suksa 1.67 1,000,000.00 10. Sigma Holding 0.46 120,000.00 (more)