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(Translation) Auditor's Report To the Shareholders of Thanulux Public Company Limited and Subsidiaries I have review the consolidated balance sheet as of September 30, 2000 and the related consolidated statements of income for the 3-month and 9-month, changes in shareholders' equity and cash flows for the 9- 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 Company's 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 company's 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 October 25, 2000 Thanulux Public Company Limited and Subsidiaries Notes to The Consolidated Financial Statements For 9 months ending September 30, 2000 ------------------------------------------------------------------------------------------------------ 1. Principles of Consolidated Financial Statements The company's financial statements include those of Thanulux Public Company Limited's ended September 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 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 after less depreciation. Depreciation is calculated by the straight-line method at the following rate Building and construction 5% per annum Other assets 20% per annum As for the subsidiaries' asset - depreciation is calculated by the straight-lime method at the following rate Building and construction 5% per annum Other assets obtained before October 1, 1996 20% per annum Other assets obtained since October 1, 1996 10% per annum 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) Amount Policy for setting the As of Sep. 30, 2000 cost of borrowing Loan receivable Related companies cost of borrowing Ramasorn Thaveekarn Co., Ltd. 63,000 Interest rate plus 1-2% The company only Related parties (Unit : Baht 1,000) Amount Policy for setting the As of Sep. 30, 2000 cost of borrowing Loan receivable Subsidiaries Thanulux Kabinburi Co., Ltd. 45,000 Cost of borrowing Interest rate plus 1-2% Related companies Ramasorn Thaveekarn Co., Ltd. 63,000 " Total 108,000 The company has loaned a sum of Baht 108.0 million to 2 companies at the interest rate per year of 8.675 9.25%, without guarantee. 5. Investments in Securities Consolidated As of September 30, 2000, we had, securities in 9 listed companies which had total market price as Baht 75,965,303.00 (total cost = Baht 53,575,224.94) - for selling, securities in 50 non-listed companies which had total net cost as Baht 181,104,069.48 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 18,831,415.85). The securities in non-listed companies had lost Baht 1,100,565.50 from impairment of investment in this period. There were 2 companies which the capital were not fully paid for the amount of Baht 400,000.00. Investments-Related parties Consolidated at September 30, 2000 (Unit : 1,000) Company Name Type of Relationship Paid-up % of Investment Dividend Market Business Share Investment price capital Cost Equity As of Sep.30 method method - Securities for trading Related companies People's Garment Garment Co-Director 72,000 13.78 9,920 - 1,985 20,837 Public Co., Ltd. I.C.C.International Cosmetics and Co-Director 290,634 1.68 26,767 - 1,957 34,738 Public Co., Ltd. Apparel Thai Wacoal Ladies's Lingerie Co-Director 120,000 0.93 8,461 - 611 8,547 Public Co., Ltd. Far East Advertising Advertising Co-Shareholder 25,000 0.35 505 - 129 819 Public Co. Ltd. Textile Prestige mbroidery Lace Co-Shareholder 108,000 0.35 285 - 95 1,474 Public Co., Ltd. Saha Pathana Inter-Holding Investment Co-Director 494,034 0.33 6,836 - 163 7,498 Public Co., Ltd. O.C.C. Public Co., Ltd. Consumer Products Co-Shareholder 60,000 0.13 41 - 12 152 Sahapathanapibul Consumer Products Co-Shareholder 275,875 0.07 495 - 30 880 Public Co., Ltd. Total 53,310 - 4,982 74,945 Add Unrealized gain for Marketable securities 21,635 - - - Total securities for trading 74,945 - 4,982 74,945 - 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 Garment Co-Director US$ 2,400 18.00 6,311 - - - Co. Ltd. International Commercial Apparel Co-Director HK$ 1,000 18.00 1,302 - - - Coordination (Hong Kong) Ltd. Leatherware Co-Director 50,000 18.00 8,810 - - - International Leather Fashion 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 Grand Star Industry Co., Ltd. Cloth Co-Shareholder 20,000 12.50 4,992 - 450 - 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 - - - Belle Maison (Thailand) Co., Ltd. Direct Sale Co-Shareholder 40,000 7.00 2,800 - - - 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 Sunrise Garment Co., Ltd. Garment Co-Shareholder 10,000 5.00 916 - 350 - K. Commercial and Construction Construction Co-Director 50,000 5.00 6,694 - - - Co., Ltd. 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 - - - Value Added Textile Co., Ltd. Embroidery Co-Shareholder 50,000 3.00 67 - - - Wien Co., Ltd. Direct Sales Co-Director 10,000 2.40 1,067 - - - 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 - - - Pattaya Manufacturing Co., Ltd. Garment Co-Director 30,000 0.33 741 - - - Total general investments 180,042 - 11,435 - Less allowance loss from impairment of investments 15,884 - - - Total general investments 164,158 - 11,435 - Total investments 239,103 - 16,417 74,945 Investments-Others - Securities for trading comprise : Public Limited Companies As of Sep. 30, 2000 % of Investment Investment 1. Thai Toray Textile Mill 0.50 265,320.00 Add Unrealized gain for marketable securities 754,680.00 Total securities for trading 1,020,000.00 - General investments comprise : Limited Companies % of Investment Investment 1. Thai Pleats 12.50 1,000,000.00 2. Saha Direction International 6.00 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. Sunlots Enterpris 2.19 3,500.00 10. Khonkaen Vithes Suksa 1.67 1,000,000.00 11. Thanara 1.25 750.00 12. Sigma Holding 0.46 120,000.00 13. Intanin Chiangmai 12.50 3,406,362.50 14. Koraj Wattana 12.50 1,527,575.00 15. Sun & San 12.50 1,498,637.50 16. Intersouth 12.50 4,285,612.50 17. Pak Numpo Wattana 14.00 1,037,442.00 18. Maharachapreuk 12.00 415,584.00 19. Eastern I.C.C. 12.50 2,938,062.50 Total investments 19,892,881.00 Less allowance for loss from impairment of investments 2,946,042.50 Total general investments 16,946,838.50 Total investments-Others 17,966,838.50 * The companies do not require fully pay for their sales share values. Investment in debt securities The company has invested Baht 20.0 million in Pan Asia Footwear Public Company Limited for 5 year period debenture with gradually matured condition which will redeem on November 15, 2004. The interest rate is, fixed at 9.5% per year for the first through third year, and "MLR" of Siam Commercial Bank Public Company Limited for the fourth and fifth year. The interest is paid every 3 months. The first receivable interest was paid on February 15, 2000. The company has invested Baht 20.0 million in The Siam Cement Public Company Limited for 2 year debenture with unsecured, unsubordinated, trustee debenture with the name of holders which will redeem on October 1, 2002. The interest rate is fixed on 5.75% per year. The term of interest is 3 months. The first receivable interest will be January 1, 2001. The company only As of September 30, 2000, we had, securities in 9 listed companies which had total market price as Baht 75,965,303.00 (total cost = Baht 53,575,224.94) - for selling, securities in 48 non-listed companies which had total ntet cost as Baht 216,078,769.48 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 2 companies which the capital were not fully paid for the amount of Baht 400,000.00. The company only at September 30, 2000 (Unit : 1,000) Company Name Type of Relationship Paid-up % of Investment Dividend Market Business Share Investment price capital Cost Equity As of Sep.30 method method - Securities for trading Related companies People's Garment Garment Co-Director 72,000 13.78 9,920 - 1,985 20,837 Public Co., Ltd. I.C.C.International Cosmetics and Co-Director 290,634 1.68 26,767 - 1,957 34,738 Public Co., Ltd. Apparel Thai Wacoal Ladies's Lingerie Co-Director 120,000 0.93 8,461 - 611 8,547 Public Co., Ltd. Far East Advertising Advertising Co-Shareholder 25,000 0.35 505 - 129 819 Public Co. Ltd. Textile Prestige mbroidery Lace Co-Shareholder 108,000 0.35 285 - 95 1,474 Public Co., Ltd. Saha Pathana Inter-Holding Investment Co-Director 494,034 0.33 6,836 - 163 7,498 Public Co., Ltd. O.C.C. Public Co., Ltd. Consumer Products Co-Shareholder 60,000 0.13 41 - 12 152 Sahapathanapibul Consumer Products Co-Shareholder 275,875 0.07 495 - 30 880 Public Co., Ltd. Total 53,310 - 4,982 74,945 Add Unrealized gain for Marketable securities 21,635 - - - Total securities for trading 74,945 - 4,982 74,945 - General investments Subsidiary company Thanulux Kabinburi Co., Ltd. Garment Co-Director 35,000 99.99 34,999 18,778 - - 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 Garment Co-Director US$ 2,400 18.00 6,311 - - - Co. Ltd. International Commercial Apparel Co-Director HK$ 1,000 18.00 1,302 - - - Coordination (Hong Kong) Ltd. Leatherware Co-Director 50,000 18.00 8,810 - - - International Leather Fashion 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 Grand Star Industry Co., Ltd. Cloth Co-Shareholder 20,000 12.50 4,992 - 450 - 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 - - - Belle Maison (Thailand) Co., Ltd. Direct Sale Co-Shareholder 40,000 7.00 2,800 - - - 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 Sunrise Garment Co., Ltd. Garment Co-Shareholder 10,000 5.00 916 - 350 - K. Commercial and Construction Construction Co-Director 50,000 5.00 6,694 - - - Co., Ltd. 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 - - - Wien Co., Ltd. Direct Sales Co-Director 10,000 2.40 1,067 - - - 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 - - - (more)