ข่าวแจ้งตลาดหลักทรัพย์

(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 June 30, 1999 and the consolidated income statement, consolidated retained earnings statement, consolidated changes in shareholders' equity and consolidated cash flow statement for the second quarter then 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. As mentioned in "Notes to The Consolidated Financial Statements as of June 30, 1999 No 4th", the company did not record the investment income on the equity menthod in an associated company, because we did not receive the financial statement of the associated company. According to clause 16th of notes to the financial statements, the company is conducting the account recording for following "Thai accounting standards" chapter 36th "The impairment of assets" and chapter 40th "Accounting for investments in debt and equity securities". So the financial statements as of June 30, 1999 were not adjusted in accordance with generally accepted accounting principles. In my opinion, except the result of adjusting which may necessary for the financial statements as mentioned in paragraphs the third and forth, I did not find any significance for adjusting the financial statements in accordance with generally accepted accounting principles. (Mr. Natee Sangudomlert) Certified Public Accountant Auditors No. 300 Bangkok August 6, 1999 Thanulux Public Company Limited and Subsidiaries Notes to Consolidated Financial Statements For 6 months ending June 30, 1999 ------------------------------------------------------------------------------------------------ 1. Principles of Consolidated Financial Statements The Company's financial statements include those of Thanulux Public Company Limited's ended June 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 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 are stated as follows : - Marketable securities are stated at the lower of aggregate cost or market value. The market values are the latest closing prices on the Stock Exchange of Thailand for the period. - Unlisted securities are stated at cost. Investments in subsidiaries and associated companies are booked under the equity method. Gains and losses on sales of securities use the average 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 for possible loan losses is based on the analysis of outstanding loans according to the Company's experience. 3.8 Deferred charges Subsidiaries' deferred charges which are in respect of computer programs and capital increase fees are amortised for a five-year period. 3.9 Goodwill from investments in associated companies Goodwill from investments in associated companies is amortised for a ten-year period. 4. Investments 4.1 The company has invested in 48 companies which are, related companies and non-related companies, listed securities and unlisted securities. The cost of the 8 listed securities are Baht 25.45 million, the market price is Baht 44.54 million and the cost of the 40 unlisted securities are Baht 142.66 million. 4.2 Investments in Subsidiaries and Associated Companies The following are the companies that Thanulux holds 20% or more of their capital. Ownership percentage 1. Thanulux Kabinburi Company Limited 99.99 2. Puning Xie Zhong Garment Company Limited 33.33 3. International Commercial Coordination (HK) Limited * 20.00 * The company did not record the performance of International Commercial Coordination (HK) Limited as of June 30, 1999, because we did not receive the financial statement and can not estimate the company's performance. 5. Earnings Appropriation The Company's earnings appropriation shall be recorded upon approval from the shareholders' meeting. 6. Provident Fund The company has set up a provident fund under the Provident Fund Act B.E. 2530 (1987) on February 1, 1993. Contributions are made by the Company and the employees as stipulated. The Company has appointed a Provident Fund Manager to manage the said fund according to the ministerial regulations. However, the Company has requested the temporary suspension of the provident fund from October 1, 1997 until December 31, 1999. 7. Earnings per Share Earnings per share is calculated by dividing net income by the number of shares outstanding. 8. Commitments and Contingencies As at June 30, 1999, the Company and Subsidiaries have the following commitments. - The Company has entered into 10 trademark contracts with respective owners concerning the manufacturing and distribution of garments and leather products under their trademarks. Both parties have mutual obligations to fulfil under these contracts. The trademark fees are 0.3-7.5%. - The Company has a total of Baht 69.51 million on available but unutilized L/C lines for ordering imported raw materials. - There are contingent obligations under five bank guarantees issued to guarantee customs duties at Baht 7.59 million and two bank guarantees issued to the use of electricity at Baht 4.39 million. - The Company has signed a 15-year land lease to build a warehouse for raw materials in Chong Nonthri, Yannawa, Bangkok, starting on March 30, 1992 until November 29, 2007. The company paid Baht 300,000.00 for the transfer of leasehold rights plus monthly lease fees. - The company has the contract for buying software program with a company amounting Baht 4.1 million which would be paid by 6 installment term as the followings. Term payment Baht 1,500,000.00 on 1 October 1998 Baht 400,000.00 on 1 November 1998 Baht 400,000.00 on 1 December 1998 Baht 300,000.00 on 1 January 1999 Baht 1,400,000.00 upon user acceptance of some part of project Baht 100,000.00 upon completion of project 9. Related Party Transactions 9.1 Related transactions of the Company and its subsidiaries are as follows. Consolidated The company only (one thousand baht) (one thousand baht) Accounts receivable and post-date check 30,943 34,266 Accounts payable 2,122 5,091 Loans receivable 95,000 134,700 Accrued expenses 2,585 2,724 Accrued income 17,221 17,597 Sales income 94,919 107,289 Other income 14,519 18,702 Purchase of goods and raw materials 17,013 42,583 Revenue from disposal of fixed assets (106) (101) Other expenses 6,253 6,253 9.2 The Company has been authorized by the 25th shareholders' ordinary general meeting on April 26, 1999 to: 9.2.1 Provide loans to related companies to the amount of Baht 500 million. As at the quarter end, total loans to two related companies amount to Baht 134.7 million. 9.2.2 Provide guarantees to banks and other financial institutions for related companies' liabilities at the amount less than half of the Company's total assets. As at the quarter end, the Company has a total of Baht 134.63 million contingent liabilities from various guarantees to 11 related companies. 10. Segment Information For 6 months (In Thousand) 1999 1998 Domestic Export Others Total Domestic Export Others Total sales sales sales sales Revenues 314,646 207,274 61,847 583,767 248,573 250,043 195,852 694,468 Operating profit 46,740 22,527 6,853 76,120 19,885 44,664 15,540 80,089 Profit before realization from investment income 71,920 80,089 Investment income (6,033) 11,272 Net profit 65,887 91,361 Property, plant and equipment, net 390,399 371,255 Other assets 25,672 27,093 Total assets 1,139,482 1,290,804 11. Promotional Privileges The Company was granted privileges from the BOI according to the Investment Promotion Act B.E. 2520 (1977) for business type 3.6 the manufacturing of ready-to-wear garments and 3.10 the manufacturing of leather or synthetic leather products. The privileges were granted by the Board of Investment on June 14, 1996, February 14, 1995 and November 10, 1994 respectively, according to Clauses 25, 26, 28, 30, 31, paragraphs one, two and three, Clauses 34, 35(2)(3)(4), 36(1)(2)(4) paragraphs one and two, and Clauses 37 under which taxes are exempt for a period of 8 years. The board of investment has cancelled the company's privileges under business type 3.10 clauses 36 (1) (2) (4) since March 18,1997 and the subsidiaries' privileges under business type 3.6 clauses 36 (1) (2) (4) paragraphs one and two since June 25, 1998. Apart from the mentioned privileges, the Company has to comply with various conditions as prescribed in the promotional certificates. 12. Business transaction with the related company The company has 61 domestic and export customers which are seperated according to the age of accounts receivable. (Unit : Baht 1,000) Consolidated The company only June 30, 1999 June 30, 1999 Within credit term 135,184 138,507 Over due 3 - 6 months 3,505 3,505 Over due 6 - 12 months 4,143 4,143 Over due more than 12 monts 4,640 4,646 Post date cheque 10 10 Total 147,488 150,811 The company has made Baht 8.18 million of allowance for doubtful account. 13. Computer development plan for the problem in the year 2000 With regard to the operation to solve the problems of the year 2000, the company is on the last process for final test in connection of other systems within the company and branches. The progressive work has been fulfilled to the company schedule to expect of completion within third quarter of this year. 14. Circumstance after the financial statement date The company is on the process of issuing debentures as the resolution of the 25th ordinary shareholders meeting on 26 April, 1999. The issue of named certificate, unsecured and unsubordinated debenture will be 300,000 units-par value Baht 1,000 per unit, issued on 9 August 1999-3 years period debenture. The interest will be MLR + 0.25, paid every 6 months-on 9 February and 9 August of the year. The first interest payment will be on 9 February 2000. The debenture will be redeemed in full at par maturity date with last interest payment. 15. Presentation The presentation of the financial statements ended June 30, 1998 has been reclassified in compliance with the Ministerial Regulation No. 7 (B.E. 1996) as empowered under the Public Limited Companies Act B.E. 2535 dated October 25, 1996 for comparative purposes with the financial statements of the secondt quarter ended June 30, 1999. 16. Others The company is conducting the adjustment of account recording for following"Thai accounting standards"chapter 36th "The impairment of assets" and chapter 40th "Accounting for investment in debt and equity securities". So this financial statements were not adjusted in accordance with the generally accepted accounting principles.