02 มีนาคม 2541

FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31,1997

REPORT OF THE AUDITORS We report to the shareholders of The Union Mosaic Industry Public Company Limited that have examined the balance sheet as at December 31, 1997 and 1996, and the related statements of profit and loss and retained earnings, cash flows and changes in shareholders+ equity for each year then ended respectively of The Union Mosaic Industry Public Company Limited. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. Equity in undistributed net profit (loss) of an associated company, computed from the financial statements which have not been audited (by other auditors), amounted to (16.76)% (12.61)% of net loss for the years ended December 31, 1997 and 1996 respectively (see note 6). We have issued the report on a review of the financial statements for the quarter and nine- month period ended September 30, 1997, which was dated November 10, 1997, with the exception of the effects on such interim financial statements which arose from recording a loss on translation of assets and liabilities in foreign currencies upon the introduction of the managed float exchange system as a deferred loss and presented as a deduction from shareholders+ equity, which is not in accordance with generally accepted accounting principles as mentioned in Note 2.10.2 to the financial statements. However, in the presentation of financial statements for the year ended December 31, 1997, referred to in the first paragraph, the Company has changed the method of accounting for such loss from being deferred to being recognized as expense in the profit and loss statement in order to be in accordance with generally accepted accounting principles. The adjustments have been made the related transactions in the quarter and nine-month period ended September 30, 1997 under this change of method as mentioned in Note 2.10.3 to the financial statements. In our opinion, subject to the effect of any adjustments to the financial statements for 1997 1996 if the financial statements of the associated company have been audited, as referred in the second paragraph, the financial statements referred to in the first paragraph present fairly the financial position as at December 31, 1997 and 1996, and the results of operations the cash flows and changes in shareholders+ equity for each year then ended respectively The Union Mosaic Industry Public Company Limited, in conformity with generally accepted accounting principles applied on a consistent basis. - Without qualifying our opinion, we draw attention to Note 1 to the financial statements. The country+s unstable economy has to a certain extent affected, and may continue to affect the operations, the recoverability of the Company+s assets and the ability of the Company to maintain or pay its debts as they mature. Toemsakdi Krishnamra BANGKOK Certified Public Accountant February 20, 1998 DELOITTE TOUCHE TOHMATSU JAIYOS THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED BALANCE SHEET AT DECEMBER 31, 1997 1996 ASSETS CURRENT ASSETS Cash in hand and at banks 890,896 172,515 Short term investments (Notes 2.2 and 3) 54,120,623 21,829,902 Accounts receivable 378,411,069 343,532,882 Less Allowance for doubtful accounts (Note 2.3) (5,669,180) - Net accounts receivable 372,741,889 343,532,882 Short - term loans 15,135 31,215 Inventories (Notes 2.4 and 4) 520,628,341 427,695,193 Other accounts receivable 25,833,370 29,615,117 Deposits used as collateral (Note 5) 25,000,000 - Other current assets 11,971,708 7,751,200 Total Current Assets 1,011,201,962 830,628,024 INVESTMENTS IN RELATED PARTIES (Notes 2.5 and 6) 96,080,696 137,974,544 PROPERTY, PLANT AND EQUIPMENT - NET (Notes 2.6 and 7) 1,715,183,352 1,785,686,356 DEPOSIT 45,782,250 45,782,250 OTHER ASSETS (Notes 2.7, 2.8 and 8) 9,490,120 17,314,747 TOTAL ASSETS BAHT 2,877,738,380 2,817,385,921 Notes to the financial statements form an integral part of these statements THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED BALANCE SHEET AT DECEMBER 31, 1997 1996 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Bank overdrafts and loans from financial institutions (Note 9) 446,045,804 388,089,217 Accounts payable 244,872,739 250,278,016 Current portion of long-term debt (Note 10) 351,380,800 87,244,000 Accrued expenses 63,330,595 63,954,972 Other current liabilities 18,309,488 1,687,298 Total Current Liabilities 1,123,939,426 791,253,503 LONG-TERM DEBT (Note 10) 879,739,200 625,956,000 TOTAL LIABILITIES 2,003,678,626 1,417,209,503 SHAREHOLDERS' EQUITY SHARE CAPITAL Registered capital 50,000,000 ordinary shares of Baht 10.00 each 500,000,000 500,000,000 Issued and paid-up capital 32,000,000 ordinary shares of Baht 10.00 each, fully paid 320,000,000 320,000,000 PREMIUM ON SHARE CAPITAL 498,800,000 498,800,000 UNREALIZED INCREMENT PER LAND APPRAISAL 266,102,532 266,102,532 (Notes 2.6 and 7) RETAINED EARNINGS (DEFICIT) Appropriated Legal reserve (Note 11) 32,000,000 32,000,000 Unappropriated (Deficit) (242,842,778) 283,273,886 TOTAL SHAREHOLDERS' EQUITY 874,059,754 1,400,176,418 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY BAHT 2,877,738,380 2,817,385,921 Notes to the financial statements form an integral part of these statements THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED STATEMENT OF PROFIT THE YEAR ENDED DECEMBER 31, 1997 1996 REVENUES Sales 1,651,677,643 1,678,902,070 Other income 99,806,002 81,744,986 Total Revenues 1,751,483,645 1,760,647,056 EXPENSES Cost of sales 1,371,585,174 1,543,785,311 Equity in undistributed net loss of associated companies 25,641,640 33,507,137 Selling and administrative expenses 234,621,976 263,976,048 Loss from exchange 1,181,320 - Interest expenses 109,347,405 94,614,809 Other expenses 4,910,390 10,710,182 Total Expenses 1,747,287,905 1,946,593,487 NET PROFIT (LOSS) BEFORE EXTRAORDINARY ITEMS 4,195,740 (185,946,431) EXTRAORDINARY ITEM Loss from the application of the managed float exchange system (Notes 2.10 and 12) (530,312,404) - NET LOSS BAHT (526,116,664) (185,946,431) NET PRORIT (LOSS ) PER SHARE (Note 2.12) Profit (Loss) before extraordinary items BAHT 0.13 (5.81) Extraordinary item BAHT (16.57) - Net loss BAHT (16.44) (5.81) Notes to the financial statements form an integral part of these statements THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY AT DECEMBER 31, 1997 1996 SHARE CAPITAL Beginning Balance 320,000,000 320,000,000 Ending Balance 320,000,000 320,000,000 PREMIUM ON SHARE CAPITAL Beginning Balance 498,800,000 498,800,000 Ending Balance 498,800,000 498,800,000 UNREALIZED INCREMENT PER LAND APPRAISAL Beginning Balance 266,102,532 266,102,532 Ending Balance 266,102,532 266,102,532 RETAINED EARNINGS Appropriated Legal reserve Beginning Balance 32,000,000 32,000,000 Ending Balance 32,000,000 32,000,000 Unappropriated Beginning Balance 283,273,886 493,220,317 Decrease in the period (526,116,664) (209,946,431) Ending Balance (deficit) (242,842,778) 283,273,886 TOTAL SHAREHOLDERS+ EQUITY BAHT 874,059,754 1,400,176,418 Notes to the financial statements form an integral part of these statements THE UNION MOSAIC INDUSTRY PUBLIC COMPANY LIMITED STATEMENT OF RETAINED EARNINGS THE YEAR ENDED DECEMBER 31, 1997 1996 UNAPPROPRIATED RETAINED EARNINGS Beginning Balance 283,273,886 493,220,317 Less Appropriation of net income for the prior period: Dividends - (24,000,000) loss for the period (526,116,664) (185,946,431) Total unappropriated retained earning (deficit) (242,842,778) 283,273,886 APPROPRIATED RETAINED EARNINGS - - TOTAL RETAINED EARNINGS (DEFICIT) BAHT (242,842,778) 283,273,886 (more)