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บริษัท เหมราชพัฒนาที่ดิน จำกัด (มหาชน) Hemaraj Land and Development Public Company Limited จํ ปี 2 5 4 9 Annual Report 2006 WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME FACTORIES AND SERVICES

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Page 1: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

บรษิทั เหมราชพฒันาทีด่นิ จำกดั (มหาชน) Hemaraj Land and Development Public Company Limited

บรษิทั เหมราชพฒันาทีด่นิ จำกดั (มหาชน) Hemaraj Land and Development Public Company Limited

ชัน้ 18 อาคารยเูอม็ทาวเวอร ์เลขที ่9 ถนนรามคำแหง สวนหลวง กรงุเทพมหานคร 10250 โทรศพัท ์: 66-2719-9555 โทรสาร : 66-2719-9546-7 18th Fl., UM Tower, 9 Ramkhamhaeng Rd., Suangluang, Bangkok 10250 THAILAND Tel : 66-2719-9555 Fax : 66-2719-9546-7 e-mail : [email protected], www.hemaraj.com, www.theparkresidence.co.th Registration No. : BORMORJOR.0107536000676 ทะเบียนเลขที่ : บมจ.0107536000676

ร า ย ง า น ป ร ะ จํ า ปี 2 5 4 9 A n n u a l R e p o r t 2 0 0 6

WORLD CLASS INDUSTRIAL ESTATES,

UTILITIES, SME FACTORIES AND SERVICES

บริษ

ัท เห

มราช

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Annual R

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Corporate Vision

To create long-term shareholder value achieved through focused appropriate strategic, business,

governance, and financial disciplines.

Mission

This long-term value can be realized by demonstrating and communicating respect for our customers,

shareholders, employees, and stakeholders while consistently behaving in a manner that is communally,

ethically, and environmentally responsible.

Hemaraj Strategy

1. Developing complementary property, utility and infrastructure customer solutions that have

predictable growing revenue and superior profit opportunities in order to optimize shareholder value from our 5

business lines.

a. Industrial Estate Development

b. Industrial Estate Utilities

c. Other Utilities and Industrial Services

d. SME Factories for Rent and Sale

e. Property Projects

2. Leveraging management expertise in property, utilities infrastructure and environmental competence.

3. Utilizing company financial strength for investment opportunities.

Corporate Vision, Mission & Strategy

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Financial Highlights

12,000

9,600

7,200

4,800

2,400

Total Assets Total Liabilities

Total Assets and Total Liabilities(Million Baht)

Total Revenue Composition(Million Baht)

Net Income(Million Baht)

Net Debt to Equity(Times)

0

2004

8,062

2,822

8,960

3,390

4,368

11,453

2005 2006 Year

1.00

0.8

0.6

0.4

0.2

0

2004

0.350.41

0.45

2005 2006 Year

5,000

4,000

3,000

2,000

1,000

Operating Revenue

Sale of Undeveloped Property Other Revenues

0

2004

2,414

249

2,930

80

3,775

303.9

1,071

2005 2006 Year

1,500

1,200

900

600

300

0

2004

951

637

1,191

2005 2006 Year

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Key Financial Ratios 2004 2005 2006

Current Ratio (Times) 4.91 4.86 6.23

Net Debt to Equity (Times) 0.35 0.41 0.45

Return on Assets 12% 7% 9%

Return on Equity 19% 12% 15%

Net Profit Margin 26% 21% 29%

Book Value per Share (Baht) 0.90 0.91 0.78

Fully Diluted Book Value per Share (Baht) 0.65 0.68 0.75

No. of Shares Outstanding (Million Shares) 5,831.79 6,090.75 9,036.93

Key Financial Figures

(Million Baht) 2004 2005 2006Sales and Services Revenue 2,414 2,930 3,776

Industrial Estate Land Sales 1,481 1,117 959

Industrial Estate Utility 430 458 585

SME Factory (Sales) 23 201 178

SME Factory (Rental) 122 153 161

Utilities/Infarstructure 46 94 141

Residential 311 907 1,720

Other Land Sales 32

Sales of Undeveloped Property 1,071 - -

Total Revenue 3,734 3,010 4,079

Gain from Extraordinary Items 126 - 86

Net Income 951 637 1,191

Total Assets 8,062 8,960 11,453

Total Liabilities 2,822 3,390 4,368

Total Shareholder’s Equity 5,240 5,570 7,085

Earning Per Share (Baht) 0.17 0.11 0.16

Par (Baht) 1 1 1

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Message from the Board of Directors

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We are pleased to report that Hemaraj Land And Development Public Company Limited ended the Year

2006 with record top line revenue and bottom line profitability despite both uncertain global conditions and local

political constraints. For the Year 2006, Hemaraj Total Operating Revenue from core businesses was Baht 3,775

million versus Baht 2,930 million in 2005, or a 29 % improvement demonstrating the breadth of the revenue.

Total Revenue reported for the Year 2006 was Baht 4,079 million versus Baht 3,010 million, an increase of 36%.

2006 Total Net Income was Baht 1,191 million, an increase of 87% in total from the previous year. Net

Operating Income, excluding non-operating items was Baht 972 million, representing a 67% improvement over

the previous year. Operating Gross Margin was 45 % with the EBITDA Margin improved to 35 %, both levels

exceeding average industry margins.

Financially, Hemaraj has maintained a strong balance sheet and cash flexibility to fund our growth

plans. Hemaraj reported 2006 Year-end Total Assets of Baht 11,453 million including Baht 1,150 million in

cash. Total Liabilities were Baht 4,368 million with Total Shareholders Equity of Baht 7,085 million. The Net Debt

to Equity ratio was only 0.45 to 1 times.

The broadened property development strategy of Hemaraj increases the predictability of the revenue

and subsequently the earnings and margin performance of the company. In 2006, revenue from Industrial

Estate Utilities and The Park Chidlom condominium broadened the revenue base. The Park Chidlom sales

through 2006 were 182 units with a value of Baht 4,766 million of which Baht 2,938 million in revenue was

realized through 2006. Completion and Transfer will be from the second quarter of 2007.

For Industrial Estate Land Sales, Hemaraj ended the Year 2006 being # 1 in Market Share with

712 rai, 24 new customers and 25 project expansions from existing customers. Hemaraj customers, with

an estimated combined Investment of USD 11.5 billion, are with 113 customers in our “Detroit of the East”

automotive cluster. The year 2006 also witnessed continued petrochemical investments as well as

electronics, logistics, metal, plastics and others.

The Hemaraj strategy is to develop complementary property utility and infrastructure customer

solutions, that have predictable growing revenue and superior profit opportunities, in order to optimize

shareholder value. The Management and the Board of Directors are grateful to our stakeholders for entrusting

us with this responsibility.

Sawasdi HorrungruangChairman of the Board

of Directors 16 March 2007

David R. NardonePresident & ChiefExecutive Officer16 March 2007

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Audit Committee Report

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The Audit Committee of Hemaraj Land and Development Plc was set up in accordance with the resolution of Extraordinary General Meeting of Shareholders No.1/1999. The Committee comprises the following members :- 1) Mr.Sudhipan Charumani Committee Chairman and Independent Director 2) Mr.Peter J. Edmondson Independent Director 3) Mrs.Punnee Worawuthichongsathit Independent Director In spite of the Country’s economic and political disruptions, Hemaraj Land And Development Plc continued to enjoy TRIS’s “BBB+” investment rating, with a given “stable outlook” for the coming year. This February 2007 announcement not only reaffirms the Company’s and its Management’s strong capability in their chosen fields of operation, but also classifies the Company’s prevailing financial position and policy as positive. On the audit side, the 2006 internal audit program, which had been jointly considered and approved by the Audit Committee and the Management (with a capable outsourced internal audit firm as the program operator), found no material weaknesses or errors during the course of the audit, while the external auditor, Professor Kesree Narongdej of A.M.T & Associates, gave the Company an unqualified 2006 report for both its financial statements and internal control adequacy. As for the Audit Committee, four formal meetings were held in relation to the 2006 data, with participation by A.M.T representatives, the internal audit team, an outsourced legal advisor, and relevant senior Management personnel. Each such meeting would focus on the review of the Company’s respective quarterly financial statements, inclusive of the consolidated version, as well as covering areas of internal control reliability and good governance practice. A particular emphasis would also be given on issues of related party transactions and contingent liabilities to ensure adequacy of information disclosure and provisions thereon. It should be hereby mentioned that the Board of Directors at its Meeting on February 27th, 2007 resolved to set up a Good Corporate Governance Committee and a Nomination Committee, to be operative in 2007. To the best of the Committee’s knowledge, the financial statements presented in the Company’s 2006 Annual Report are fair and accurate. As Professor Kesree Narongdej of A.M.T & Associates has completed a continuous five-year period as the Company’s and its subsidiaries’external auditor, a change of person is required under the SEC’s regulations. The Audit Committee, after consulting with other Board members and A.M.T personnel, found it appropriate to recommend to the Board, for proposal to the Annual General Meeting of Shareholders, that Mrs.Natsarak Sarachanunjeen, Certified Public Accountant No.4563 of A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external auditor for the Financial Year ending December 31st, 2007, at a remuneration of Baht 1,070,000.- for HRD and consolidation work and Baht 2,060,000.- for all its subsidiary companies ( being Baht 950,000.- and Baht 1,960,000.- respectively in 2006). The requested increments are largely due to increased work volume.

Sudhipan Charumani Chairman of the Audit Committee March 1st ,2007

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Information of Board of Directors, and Management of Hemaraj Land and Development Public Company Limited

Mr. Sawasdi Horrungruang Chairman of the Board, Chairman of the Executive Committee

Age: 66 YearsEducation / IOD Training: Honorary Doctorate Degree, Bachelor Degree of Business Administration Humanity Faculty, Burapha University DAP certificate from The Thai Institute of Directors Association (IOD)Present Positions: • President Thai Industrial Estate Association.• Chairman Sun Tech Group PCL.• Chairman Sriracha Harbour PCL.• Chairman The Park Residence Co., Ltd.• Chairman Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd.• Chairman Eastern Industrial Estate Co.,Ltd.• Vice Chairman / Eastern Seaboard Industrial Estate (Rayong) Co.,Ltd. Executive Director• Chairman Eastern Pipeline Services Co.,Ltd.• Chairman Hemaraj International Co., Ltd.• Director H-International (BVI) Co., Ltd.• Chairman Hemaraj Water Co., Ltd.• Chairman SME Factory Co., Ltd.• Chairman Glow Hemaraj Energy Co., Ltd. % Hemaraj Stock Held as of 31/12/2006: 0.72%

Mr. Thavorn Anankusri Director and Vice Chairman of Executive Committee

Age: 65 YearsEducation / IOD Training: DAP and DCP certificate from The Thai Institute of Directors Association (IOD) Present Positions: • Advisor Private Sector% Hemaraj Stock Held as of 31/12/2006: 0.18%Note: resigned from Directorship on February 1st 2007

Mr. Sudhipan Charumani Independent Director and Chairman of the Audit Committee

Age: 63 YearsEducation / IOD Training: Institute of Chartered Accountants in England and Wales DAP, DCP and Audit Committee certificate from The Thai Institute of Directors Association (IOD) Present Positions: • Independent Director Hemaraj Eastern Seaboard Industrial Estate Co., Ltd.• Director Vasupak Associates Co., Ltd.% Hemaraj Stock Held as of 31/12/2006: 0.00%

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Mr. Vivat Jiratikarnsakul Director and Executive Director

Age: 51 YearsEducation / IOD Training: Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University DAP and DCP certificate from The Thai Institute of Directors Association (IOD) Present Positions: • Director Eastern Industrial Estate Co., Ltd.• Executive Director Eastern Seaboard Industrial Estate(Rayong) Co., Ltd. and Director• Director Hemaraj Eastern Seaboard Industrial Estate Co., Ltd.• Director Elyo-H Facilities Management Ltd.• Director H-Construction Management and Engineering Co., Ltd• Director The Park Residence Co., Ltd.• Director Eastern Pipeline Services Co., Ltd.• Director Hemaraj International Co., Ltd.• Director H-International (BVI) Co., Ltd.• Director Hemaraj Water Co., Ltd.• Director SME Factory Co., Ltd.• Director Rayong Industrial Land Co., Ltd.• Director S I L Industrial Land (Saraburi) Co., Ltd.• Director Glow Hemaraj Energy Co., Ltd.% Hemaraj Stock Held as of 31/12/2006: 0.09%

Mr. Thongchai Srisomburananont Director and Vice Chairman of Executive Committee

Age: 54 YearsEducation: Junior High School, Rojseri-Anusorn SchoolPresent Positions: • Director Hemaraj International Co., Ltd.• Director Eastern Industrial Estate Co., Ltd.• Director Leave Smart Co., Ltd.% Hemaraj Stock Held as of 31/12/2006: 0.07%

Mr. David Richard Nardone Director and Executive Director

Age: 52 YearsEducation / IOD Training: MBA, Northeastern University, Boston, USA DCP certificate from The Thai Institute of Directors Association (IOD) Present Positions: • Chairman Elyo-H Facilities Management Ltd.• Director Eastern Pipeline Services Co.,Ltd.• Chairman H-Construction Management and Engineering Co.,Ltd• Director The Park Residence Co., Ltd.• Executive Director Eastern Seaboard Industrial Estate(Rayong) Co.,Ltd. and Director• Director Eastern Industrial Estate Co.,Ltd.• Director Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd.• Director Glow Co.,Ltd.• Director Hemaraj International Co., Ltd.• Director H-International (BVI) Co., Ltd.• Director Hemaraj Water Co., Ltd.• Director SME Factory Co., Ltd.• Director Rayong Industrial Land Co., Ltd.• Director S I L Industrial Land (Saraburi) Co., Ltd.• Director Glow Hemaraj Energy Co., Ltd.% Hemaraj Stock Held as of 31/12/2006: 0.38%

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Ms. Pattama Horrungruang Director and Executive Director

Age: 45 YearsEducation / IOD Training: MBA, Thammasat University DAP and DCP certificate from The Thai Institute of Directors Association (IOD) Present Positions: • Director Eastern Industrial Estate Co., Ltd.• Director Hemaraj Eastern Seaboard Industrial Estate Co., Ltd.• Executive Director and Director Eastern Seaboard Industrial Estate (Rayong) Co., Ltd.• Director The Park Residence Co., Ltd.• Director Elyo-H Facilities Management Co., Ltd.• Director Hemaraj Water Co., Ltd.• Director SME Factory Co., Lt.% Hemaraj Stock Held as of 31/12/2006: 0.00%

Mr. Somphong Wanapha Independent Director

Age: 63 YearsEducation / IOD Training: MBA, Finance, Michigan State University, USA (Royal Thai Government Scholarship) DCP certificate from The Thai Institute of Directors Association (IOD)Present Positions: • Chairman of the Audit Committee Government Savings Bank• Director State Enterprise Performance agreement Evaluation Committee, Ministry of Finance• Chairman of the Audit Committee Prasit Patana PCL.• Chairman Executive Board on M.B.A. Program, Thammasat University• Chairman Public Warehouse Organization, Ministry of Commerce• Director Sahapatana Interholding PCL.Previous Positions: • Secretary General Thailand Board of Investment% Hemaraj Stock Held as of 31/12/2006: 0.00%

Mr. Peter John Edmondson Independent Director and Member of the Audit Committee

Age: 57 YearsEducation: Bachelor of Science in Chemistry (Honor), University of Sheffield, EnglandPresent Positions: • Investor Consultant Private Sector% Hemaraj Stock Held as of 31/12/2006: 0.05%

Mrs. Punnee Worawuthichongsathit Independent Director and Member of the Audit Committee

Age: 55 YearsEducation / IOD Training: Master in Accounting, Chulalongkorn University DAP, DCP and Audit Committee certificate from The Thai Institute of Directors Association (IOD) Present Positions: • Independent Director / TT&T PCL. Member of the Audit Committee • Independent Director / The Brooker Group PCL. Member of the Audit Committee • Independent Director / GM Multimedia PCL. Member of the Audit Committee % Hemaraj Stock Held as of 31/12/2006: 0.00%

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1 Mr. David Richard Nardone Age 52 Year Joined Hemaraj 1993 Education • MBA, Northeastern University, Boston, USA Position at Hemaraj • Director / Executive Director / Managing Director Hemaraj Stock Held as of 31/12/2006: 0.38%

2 Mr. Vivat Jiratikarnsakul Age 51 Year Joined Hemaraj 1989 Education • Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University Position at Hemaraj • Director / Executive Director / Deputy Managing Director Hemaraj Stock Held as of 31/12/2006: 0.09%

3 Ms. Pattama Horrungruang Age 45 Year Joined Hemaraj 2003 Education • MBA, Thammasat University Position at Hemaraj • Director / Executive Director / Deputy Managing Director Hemaraj Stock Held as of 31/12/2006: 0.00%

4 Ms. Somjai Wachiraha Age 46 Year Joined Hemaraj 1990 Education • Bachelor of Business Administration, General Affairs, Ramkhamhaeng University Position at Hemaraj • Director - Finance Hemaraj Stock Held as of 31/12/2006: 0.00%

5 Ms. Jinnapat Tongviseskul Age 37 Year Joined Hemaraj 1993 Education • MBA, Economic & Administration, Chulalongkorn University Position at Hemaraj • Director - Residential Customer Development Hemaraj Stock Held as of 31/12/2006: 0.00%

6 Ms. Anchalee Parsertchand Age 37 Year Joined Hemaraj 2001 Education • MBA, Assumption University and MA, Japanese, Keio University, Tokyo, Japan Position at Hemaraj Director - Industrial Customer Development Hemaraj Stock Held as of 31/12/2006: 0.00%

7 Mr. Niphone Harnpatanapanich Age 49

Year Joined Hemaraj 2003 Education • MBA, Chulalongkorn University Position at Hemaraj • Director - Residential Project Planning Hemaraj Stock Held as of 31/12/2006: 0.00%

8 Mr. Apichat Trongsukson Age 42 Year Joined Hemaraj 1994 Education • MBA, Nida University Position at Hemaraj • Assistant Director - Information System & Services Hemaraj Stock Held as of 31/12/2006: 0.00%

9 Ms. Chantana Hinkaew Age 37 Year Joined Hemaraj 2004 Education • MBA, University of Nottingham, UK Position at Hemaraj • Director - Corporate Marketing Hemaraj Stock Held as of 31/12/2006: 0.00%

10 Ms. Ladda Rojanavilaivudh Age 39 Year Joined Hemaraj 2001 Education • MBA, Bangkok University and MA, Nara Women University, Nara, Japan Position at Hemaraj • Director - Industrial Customer Development Hemaraj Stock Held as of 31/12/2006: 0.00%

11 Mr. Tanin Subboonrueng Age 43 Year Joined Hemaraj 1996 Education • MBA, Business Administration, Assumption University Position at Hemaraj • Director - Industrial Estate Development Hemaraj Stock Held as of 31/12/2006: 0.00%

12 Mr. Sirisak Kijruksa Age 46 Year Joined Hemaraj 1990 Education • Bachelor of Accounting, Bangkok University Position at Hemaraj • Director - Accounting Hemaraj Stock Held as of 31/12/2006: 0.00%

13 Mr. Paopitaya Smutrakalin Age 36 Year Joined Hemaraj 1996 Education • MS, Finance, Drexel University, Philadelphia, USA Position at Hemaraj • Director - Planning & Investor Relations Hemaraj Stock Held as of 31/12/2006: 0.00%

Mr. Khamhoung Ratsamany Age 40 Year Joined Hemaraj 1995 Education • MBA, Bangkok University Position at Hemaraj • Director - Industrial Estate Operations Hemaraj Stock Held as of 31/12/2006: 0.00% (Not in the picture)

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Hemaraj Land andDevelopment Plc.

Hemaraj International Co., Ltd.

H-International (BVI) Co., Ltd.

Eastern Industrial Estate Co.,Ltd.

Eastern Pipeline Services Co.,Ltd.

Eastern Seaboard Industrial Estate (Rayong) Co.,Ltd.

H-Construction Management and Engineering Co.,Ltd .

The Park Residence Co., Ltd.

Hemaraj Eastern Seaboard Industrial Estate Co.,Ltd.

Hemaraj Water Co., Ltd.

SME Factory Co., Ltd.

Elyo-H Facilities Management Ltd.

Rayong Industrial Land Co., Ltd.

S I L Industrial Land (Saraburi) Co., Ltd.

Glow Hemaraj Energy Co., Ltd.

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The Company’s Business Profile

Hemaraj Land And Development Public Company Limited is Thailand’s leading developer in industrial estates, utilities, property, and infrastructure. Established in 1988 and listed on the Stock Exchange of Thailand in 1992, today Hemaraj has 4 Industrial Estates and 2 Industrial Zones (from April 2005) under development and management of 32,130 rai mostly in the heart of the Eastern Seaboard Area of Thailand. These are Hemaraj Chonburi Industrial Estate, Eastern Seaboard Industrial Estate (Rayong), Hemaraj Eastern Industrial Estate (Map Ta Phut), Hemaraj Eastern Seaboard Industrial Estate, S I L Industrial Land (Saraburi), and Rayong Industrial Land. To date, there are 335 industrial customers and 113 customers in “Detroit of the East” automotive cluster with over US$ 11.5 billion of customer investment. Hemaraj also strategically expanded into complementary businesses including industrial estate utilities, SME factories for rent and sale, and other utilities and industrial services. Besides these businesses, Hemaraj has broadened into condominium development, “The Park Childom”, the exclusive high-rise residential condominium in the center of downtown Bangkok.

Hemaraj Strategy is to create a long-term shareholder values achieved through focused appropriate strategic, business, governance, and financial disciplines. This long-term value can be realized by demonstrating and communicating respect for our customers, employees, and stakeholders while consistently behaving in a

manner that is communally, ethically, and environmentally responsible.

Industrial Estate Development

Hemaraj’s Industrial Estates as of December 31, 2006

Industrial Estates/ Industrial Land Location BOI Zone Total No. of Land Sales Project Customers in 2006 Area (rai) (rai)

1. Hemaraj Chonburi Industrial Estate Chonburi 2 3,993 47 53

2. Hemaraj Eastern Industrial Estate Rayong* 3 2,976 34 379

3. Eastern Seaboard Industrial Estate (a) Rayong* 3 8,628 188 233

4. Hemaraj Eastern Seaboard Rayong*/ 2 and 3 9,476 1 5 Industrial Estate Chonburi

5. SIL Industrial Land (b) Saraburi 2 3,619 46 22

6. Rayong Industrial Land (b) Rayong* 3 3,438 19 20

Total 32,130 335 712

Notes: (a) 60:40 Joint Venture with Siam Food Products Plc. (b) 25:75 Joint Venture with Cementhai Property (2001) Plc., a subsidiary of The Siam Cement Plc. * with BOI Zone 3 grandfathered privilege until 2009

Industrial Estate Utilities

As an industrial estate utility

service provider, Hemaraj provides

dependable utility solutions to industrial

customers around the clock, 24 hours

7 days a week. Hemaraj manages the

industrial estate property and private

utilities to allow customers to optimize their

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efforts in manufacturing. In waster including raw water, treated potable water, and clarified water provision, Hemaraj

is Thailand’s largest private provider with 100,000 cubic meters per day provided as well as 50,000 cubic meters per

day of waste water treated. In industrial estate management, Hemaraj achieved ISO 14001, ISO 9001:2000 and the

Best Environmental Management EIA

awards from the Ministry of Sciences,

Technology and Environment.

SME Factories for Rent and Sales

Hemaraj designs and develops

turnkey and expandable SME factories

sizing from 750 square meters to 7,500

square meters for rent and sales. They are located in both General Industrial Zone and Duty Free Zone in multiple

industrial estates/zones of Hemaraj. H-Construction Management and Engineering, Hemaraj’s subsidiary company,

can also manage the utility and fit-out requirements to fit customers needs. This rental of SME factories provides

customers flexibility on investment and financing as well as a growth path to larger buildings or developed land

as their business expands. Hemaraj has built over 180,000 square meters to date in its multiple industrial estate

locations.

Other Utilities and Industrial Services

Utilities and Industrial Services assist the customers in benefiting

from the shared resources and utility expertise of Hemaraj and its global

partners. These capabilities extend beyond Hemaraj’s industrial estates

and leverage technical resources.

Power: - Glow Hemaraj Energy Company Limited: a 50/50 Joint Venture Development Company for Independent

Power Producer (IPP) bidding with Thailand’s largest private power provider of 1,670 MW, Glow Energy.

With a successful track record in power development SPP and IPP with Glow, a Suez Energy Group,

formally named Tractebel, Belgium and a ten years relationship, Hemaraj sees this opportunity to enter

in IPP Bidding Projects to supply power to Electricity Generating Authority of Thailand (EGAT) in this

near future.

- Hemaraj holds 5% equity in Glow IPP, the 713 MW IPP Power Project locating in Hemaraj Chonburi

Industrial Estate

Water: - Hemaraj Water Company Limited: a 100% subsidiary company to develop and manage Water Resources

to provide treated water and waste water treatment to industrial customers. Baht 150 million has been

invested in Clarified Water Plant with a treatment capacity of 43,200 cubic meter per day with 10,000

cubic meter storage tanks in Hemaraj Eastern Industrial Estate in 2006.

Other Utilities and Services: - Elyo-H Facilities Management Limited: a 40/60 Joint Venture with Suez Energy and Teo Hong Silom to

provide utility and facility management services to industrial customers. Major customers are ESSO,

Shell, Caltex, GE Plastic, Glow IPP, Glow SPP, Toyoda, Vinythai, Lite On and Saint-Gobain Sekurit.

- Eastern Pipeline Services Company Limited: a 100% subsidiary company to provide piping distribution

for Chemical, Stream and Industrial Gas for Heavy Industrial Users.

- H-Construction Management and Engineering Company Limited:

a 100% subsidiary company to provide design, construction

supervision, project and construction management services.

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In 2006, major/significant events are summarized as follows:

“The PARK CHIDLOM” Progress

Launched in early 2004, the 219-units or 53,068-square-meters luxury

condominium – The Park Chidlom – has received an impressive market

response. Over 2 years since the project commenced, its target revenue

has increased to Baht 5,875 million in December 2006.

Up to December 2006, Hemaraj has realized Baht 2,930 million of

revenue from 182 units sold (approximately 81% of the total sellable area),

with sales contract value amounting to Baht 4,766 million. The construction

has progressed and the project is planned to start transferring in Quarter

2, 2007.

Hemaraj “Free Zone” Reaching 1,700 rai Total

In 2006, Hemaraj expanded duty Free Zones in its industrial estates, in line with the growing export demand

from customers. The total extent of Hemaraj’s Free Zones has increased from 231 rai in 2005 to 1,687 rai in 2006.

This covers both developed land and SME Factories for Rent and Sale in Rayong, Chonburi and Saraburi. This

continues with Hemaraj the leading Free Zone operator in Thailand.

At Eastern Seaboard Industrial Estate (Rayong) has expanded its Free Zone area from 231 rai in 2005 to

503 rai in 2006. Hemaraj Eastern Seaboard Industrial Estate

continues with the Detroit of the East concept and will be the

key expansion area for auto cluster in the coming years with

has established Free Zone of 757 rai in this industrial estate in

Rayong province.

S I L Industrial Land (Saraburi) is the latest location of

Hemaraj with Free Zone. Positioned as electronics cluster and

logistics hub, S I L’s Free Zone area of 427 rai with developed

land and also SME factories for rent and sale will enhance

customers savings on production costs. Hemaraj also has

an Export Processing Zone at Hemaraj Chonburi Industrial Estate around 460 rai offers developed land and SME

Factories for rent and sale.

Hemaraj EIE Expansion

In 2006, Hemaraj acquired an additional area and started the development of Phase 2 Expansion in order to

support the future expansion of the petrochemical, chemical, and heavy industries in the Eastern Industrial Estate

(EIE) area. Phase 2 Expansion at EIE will add another salable area of 424 rai. Prior to its completion, 301 rai has

already been sold in Quarter 4, 2006.

H-ESIE Development

In December 2005, Hemaraj started the development

of Hemaraj Eastern Seaboard Industrial Estate (H-ESIE). With

a brightened outlook, H-ESIE is a continuation of the Eastern

Seaboard Industrial Estate (ESIE) or “Detroit of the East” auto

cluster. The 2,000 rai area of the first phase development is

currently under development and to be available for sale in the

early of 2007, with 757 rai allocated for a Customs Duty Free

Zone.

Major/Significant Events in 2006

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One Stop Telecom Services and IT Solutions for Hemaraj Industrial Estates

In August 2006, Hemaraj signed a Memorandum of Understanding (MOU) with TT&T Plc. for providing

integrated and advanced telecommunications services at Hemaraj Eastern Seaboard Industrial Estate (Hemaraj

ESIE) in Rayong. The first phase of telecommunication services are planned to be operational in 2007with 1,000

telephone lines fully equipped with high-speed data communication capabilities.

In October 2006, Hemaraj signed a memorandum of understanding (MOU) to appoint Datapro Computer

Systems Co., Ltd. (DCS) as its preferred IT partner. DCS will provide total information technology (IT) solutions and

outsourcing services to interested factories in all industrial estates of Hemaraj. This agreement is part of Hemaraj’s

attempt to facilitate non-core tasks of customers by providing various one-stop services.

Hemaraj Water: New Clarified Water Treatment Plant

In December 2006, the new clarified water treatment plant, under development of Hemaraj Water Company

Limited, at Eastern Industrial Estate has commenced its operation. This new plant with its total production capacity

of 1,800 cubic meters per hour or 43,200 cubic meters per day added 120% to the total water treatment capacity

at EIE which brought total water treatment capacity to 3,300 cubic meters per hour or 79,200 cubic meters per day.

The total investment of this new plant was Baht 150 million.

Credit Rating By TRIS

TRIS Rating Co., Ltd. has affirmed the company rating of Hemaraj Land and Development PLC (Hemaraj)

at “BBB+” with “stable” outlook. The rating reflects Hemaraj’s proven record in industrial estate development, its

reliable utilities and service incomes, and its healthy balance sheet. The rating also takes into consideration the

fluctuation of industrial estate development, the company’s expansion into residential property development, and

the slowdown of the Thai economy due to political uncertainty and regulatory concerns.

The “stable” outlook reflects the expectation that Hemaraj will be able to generate revenue from land

sales and service income from industrial estate development. The condominium project is expected to be

completed and transferred to customers without a significant cost overrun or long delay. The company’s financial

policy is expected to remain conservative to weather the downturns of the property development market.

Major Customer Development

PTT Asahi Chemical purchased 120 Rai of Land in Hemaraj Eastern Industrial Estate (Map Ta Phut)

Dr. Pailin Chuchottaworn (the 4th from left), President

of PTT Asahi Chemical Company Limited (PTTAC), and

Mr. David Nardone (the 4th from right), President & CEO

of Hemaraj Land And Development Plc. have signed

the Land Purchase Contract for 120 rai of land in Hemaraj

Eastern Industrial Estate (Map Ta Phut). The purchased

land is for the construction of petrochemicals plants

producing Acrylonitrile (AN), Methyl Methacrylate (MMA)

and Polymethyl Methacrylate (PMMA). The operation is

planned to commercially run in 2010.

PTT Asahi Chemical Co., Ltd. is a joint venture between PTT Public Company Limited and 2 leading

Japan-based chemical companies, Asahi Kasei Chemical Corporation and Marubeni Corporation. PTTAC will

produce AN, a raw material for producing fabric, carpet and electronic parts. In addition, PTTAC is set in order

to prepare, operate and finalize all crucial fundamental assignment of establishing MMA and PMMA plants for

producing enduring and translucent plastic such as tail-light for cars, LCD screen for mobile and computer, etc.

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PTT Phenol Expands Production in Hemaraj Eastern Industrial Estate (Map Ta Phut) PTT Phenol Company Limited has recently signed an agreement to purchase an 18 Rai plot of land in

the Hemaraj Eastern Industrial Estate (Map Ta Phut) to develop the new

Bisphenol A project. Bisphenol A or BPA is the main feedstock used to

produce Polycarbonate (PC), a high value Engineering Plastic Polymer,

which is used to further produce CD, DVD, medical equipment, automobile

parts, etc. BPA from the new plant will primarily supply the growing local

demand, with the remaining balance exporting to other Asian market.

PTT Phenol Co., Ltd., the first Phenol plant in Thailand, is a joint

venture among PTT Plc., PTT Chemical Plc. and The Aromatics (Thailand)

Co., Ltd.

In the picture: Mr. David Nardone (right), President & CEO of Hemaraj Land And Development Plc. is seen

presenting the contract to Dr. Vites Visanuvimol, (left), President of PTT Phenol Co., Ltd.

Goldensea Sankin Signs Contract with Hemaraj to Buy SME Factory Following their business growth, China-based Goldensea Sankin

(Thailand) Co., Ltd. recently signed a contract with Hemaraj Land And

Development Plc to purchase an SME factory in the Eastern Seaboard

Industrial Estate (Rayong). The manufacturing facility will produce high

quality air filters for use in the electronics, air-conditioning and automobile

industries. Hemaraj’s President and CEO Mr. David Nardone (left) is

seen presenting the contract to Mr. Ding Hong Guang (right), Chairman,

Goldensea Sankin (Thailand) Co., Ltd.

Taiwanese Company to Set up Pipes Factory at Hemaraj’s Eastern Seaboad Industrial Estate (Rayong) Taiwan base Grand Tech Precision Manufacturing (Thailand)

Corporation Limited., recently signed a contract with Hemaraj Land And

Development Plc to purchase 16.16 rai of land at Eastern Seaboard

Industrial Estate (Rayong). The company will set up a manufacturing

facility to produce cold draw steel pipes mainly for export to Asian region.

In the picture: Mr. Hsien-Ta Tseng (3rd from left), Chairman of

Kwong Iee Steel Co., Ltd. and Guang May Tube (Guangzhou) Corporation receives the land purchase contract

from Mr. David Nardone (3rd from right), President & CEO of Hemaraj Land And Development Plc, while Mr.

Sammy Lee (2nd from left), Marketing Development Manager of King Mau Co., Ltd. and Mr. Vivat Jiratikarnsakul

(2nd from right) Hemaraj’s Executive Vice President look on.

Thai-Japanese Firm Expands at Hemaraj’s Eastern Seaboard Industrial Estate Somboon Somic Manufacturing Co., Ltd, a Thai-Japanese joint

venture engaged in the production of auto parts, recently signed a

contract with Hemaraj Land And Development Plc. to purchase 27.5 rai of

additional land at the Eastern Seaboard Industrial Estate (Rayong) to

facilitate expansion of its manufacturing facility.

Somboon Somic Manufacturing is held by Somboon Group of

Thailand and Somic Group of Japan. The company manufactures

strategic parts used for suspension system steering control in passenger cars and one-ton pickups such as

suspension ball joints steering linkages and stabilizer link. Toyota, Isuzu and Honda are its major customers. By

virtue of the expansion, the production capacity of its plant will double comparing with current capacity.

In the picture: Mr. Vivat Jiratikarnsakul (2nd from right), Executive Vice President of Hemaraj Land And

Development Plc., presents the land purchase contract to Mr. Tetsuya Hakamata (2nd from left), President of

Somboon Somic Manufacturing Co., Ltd.

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Environmental Responsibilities

Hemaraj has emphasized and committed itself to long-term sustainable environment for its clients

since the beginning of each project. An Environmental Impact Assessment was mandated for every development

to be considered and its environmental mitigations must be first agreed and approved by the ONEP before the

project is taking its shape. Moreover, an internationally recognized environmental management system, namely

ISO14001, has been adopted into the daily operations of each site to ensure utmost cares to the environment. All

of the industrial estates owned by Hemaraj have won Best Environmental Management Awards from Ministry of

Science.

For year 2006, environmental mitigations were carried out fully in accordance with the mitigation

guidelines and the results were in compliant with the guidelines and as well as other regulations related to

constructing or operating each of the industrial estates. External audit to the environmental management system

by an independent third-part auditor in two separate occasions had also revealed the right level of integrity

and consistency in the management team and procedures, to which a coherent performance in environmental

management can be expected.

Hemaraj is probably the only industrial estate developer in Thailand who has employed the largest (60+)

group of safety technicians and fire brigades to serve and protect the industrial investors and the surrounding

communities 24-7. Teams of these safety people had effectively extinguished several small urgent incidences before

they became real emergency for the investors and had assisted local authorities in dealing with emergencies and

accidents arise in the surrounding communities. Investors and the communities alike have learnt to trust and rely

on their skills, expertise and dependability to help them when an unexpected emergency has erupted.

Environmental Manager Program at ESIE The Federal of Thai Industries in cooperations with Eastern Seaboard

Industrial Estate (Rayong) and Laem Chabang Environmental Club recently

organized Environmental Manager Training Program to share effective

environment care practice such as pollution control and waste management

to factory managers. There were 32 executives from factories in Eastern

Seaboard attending the program.

ITAP, NSTDA visits wastewater treatment system of Hemaraj’s Eastern Seaboard Industrial Estate (Rayong)

Industrial Technology Assistance Programme, National Science and

Technology Development Agency visited the central wastewater treatment

system of Eastern Seaboard Industrial Estate (Rayong). Eastern Seaboard

Industrial Estate (Rayong) is the first and only industrial estate, which

develops and applies sub-surface Vertical-Flow Constructed Wetland for

treating wastewater. This environmental innovation has greatly improved the

effluent quality and the operation efficiency.

Eastern Seaboard Industrial Estate (Rayong) is one of the five of ECO

Industrial Estate Pilot Project under the supervision of IEAT. It is emphasizing the Water Management System

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Social Contributions

On March 31, 2006, Hemaraj organized a blood donation

activity in association with Thai Red Cross Society at its Hemaraj

Eastern Industrial Estate in Map Ta Phut as part of its social

contribution programs.

Hemaraj’s employees and its customers’ representatives

numbering as many as 150 donated blood at the camp.

On June 8, 2006, Hemaraj and Rayong Skill Development

Center organized a certificates presentation ceremony for trainees

who successfully completed Skill Development Training Courses at

the center.

As many as 126 employees from factories located at

Hemaraj’s Eastern Seaboard Industrial Estate (Rayong) as well as

in Rayong province participated in different classes of trainings. The

program was organized as part of Hemaraj Land And Development

Plc’s Skill Development Plan aimed at helping its customers to

enhance their workforce’s skills.

On June 26, 2006, Hemaraj, in coordination with

customers and suppliers in its industrial estates, has distributed

school kits and sports equipment to pupils in Rayong and

Chonburi under its Annual School Contribution Program. The

company has been implementing the project for over 10 years.

In 2006, school assistance covers 34 schools with 7,500

students.

On July 21, 2006, Hemaraj together with Samitivej Sriracha

Hospital, organized a mobile medical unit trip to local communities

surronding Hemaraj’s Industrial Estates in Rayong. The mobile

medical unit trip is one of Hemaraj’s Corporate Social Responsibility

(CSR) programs in Thailand.

On August 18, 2006, Hemaraj donated Baht 800,000 to

AMCHAM Thailand Charitable Foundation for the 2006 “Adopt A

School” program, aimed at providing capital improvements to school

facilities and learning tools to schools around Hemaraj’s industrial

estates in Chonburi and Rayong provinces.

With AMCHAM’s additional 50% match of the donation in

this project, the total reaches Baht 1.2 million. The sum will be spent

this year for 14 schools in the two provinces in Eastern Seaboard.

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On November 20, 2006, Hemaraj donated 500,000

baht to military officers at the Headquarters of the Supreme

Command. The donation is to assist people who have been suffering

from recent floods across the Kingdom.

Hemaraj and AMCHAM donate Bt. 1.2 million for 14

schools

Bangkok, December 2006: Fourteen schools in Chonburi

and Rayong received capital improvements and learning tools

worth Bt. 1.2 million from Thailand’s world class industrial estates

developer Hemaraj Land And Development Plc. and the American

Chamber of Commerce Thailand (AMCHAM) under the ‘Adopt A

School’ Program in 2006.

Graduate Students from Netherland Study trip at The Park

Chidlom

A group of graduate students from the faculty of Real

Estate Management and Development, Eindhoven University of

Technology, the Netherlands, recently visited The Park Chidlom,

Bangkok’s most luxury residential condominium developed by

Hemaraj Land And Development Plc, as part of their study tour of

the real estate market in Bangkok.

S I L (Saraburi) and R I L Industrial Lands Recognized as

“Nice Working Places”

S I L Industrial Land (Saraburi) and Rayong Industrial

Land, managed by Hemaraj Land And Development Plc., recently

achieved the recognition of being Nice Working Place” from the

Department of Industrial Works and Saraburi Provincial Industry

Office in celebration of the 60th anniversary of His Majesty the

King’s accession to the throne.

Hemaraj’s Heroes Rushes to Put out Intense Fire

Hemaraj’s Firemen were the first team arrived at the scene

at 2 o’clock to put out the fire in the neay by Siam Eastern Industrial

Park recently. From time to time Hemaraj’s Firemen team hurries out

to help the nearby communities to put out the fire after receiving a

call asking for help by local authorities.

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Hemaraj Holds Avian Flu and Food Safety Seminar Underlining the Regional Situation

With the intention of building the consciousness of the Avain

Flu situation, Hemaraj Land And Development Plc. organized a

seminar on Bird Flu and Food Safety recently at Eastern Seaboard

Industrial Estate (Rayong). Knowledgeable speakers including Dr.

Prasong Fukcharoenphol from the Office of Disease Prevention

and Control 3 Chonburi, Ministry of Public Health gave constructive

seminar how to prevent and control the ailment. A lot of participants

from companies in Eastern Seaboard Industrial Estate (Rayong) and

near by communities joined the seminar.

BASF Offers Donation for Schools Around Hemaraj’s

Industrial Estates

BASF (Thai) Limited, the world’s leading chemical company

located in the Hemaraj Land and Development’s Eastern Seaboard

Industrial Estate (Rayong), recently offered donation for schools

around Hemaraj’s industrial estates in Rayong and Chonburi

provinces.

Hemaraj donates educational aids to schools around its

industrial estates as part of its Annual Contribution Program.

S I L Blood Donation Day

Employees and constructors in S I L Industrial Land joined

the 2nd Blood Donation Day on 26 April 2006. This program is part

of S I L’s Community Relations project which organizes the Blood

Donation Day 4 times a year in order to dedicate blood to the Red

Cross for the hospital supplies in Saraburi Province.

S I L Gratitude Day

Mr. Narongsak Chatchaval, S I L Industrial Land Manager

joined with Representative from companies in S I L Industrial offer

towels to 150 senior community at Wat Rongsaen School, Saraburi.

This is part of the Senior Citizen Support program organized by

Nhong Pla Mhor Sub-district Organization. This program is part of

S I L’s Community Relations Project.

S I L Youth Camp

Community Relations Committee from the companies in

S I L Industrial Land organized the 9th Youth Camp. 65 students

from 15 schools around S I L Industrial Land participated in the

program, which was held during 24-26 April 2006. Part of the

program was to visit the National Sciences Museum.

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Economic & Competitive Condition

The 2006 Thai economy grew modestly, mostly due to growth of export volume, slowdown of import, and

the recovery of tourism industry amid negative effects especially political situation, slowdown domestic

consumption, and fluctuation of oil price. The 2006 Gross Domestic Production (GDP) projected to grow by

5.0% compared to 4.5% in 2005.

In 2006, the Private Consumption Index expanded only by 1.3% while Manufacturing production continued

to grow by 7.4% and the capacity utilization rate slightly increased to 74.1%. For the year 2006, the Private

Investment Index grew only by 1.4%. Export volumes for Thailand were increased to US$ 128.2 billion, a 17%

increase due to export growth of computer, vehicles, steel products, chemical, and petrochemical products.

Imports increased by 7% to US$ 126 billion following slowdown domestic consumption and decrease of import

of capital goods. Service, income and transfer account remained surplus and current account ended the year

with a surplus of US$ 3.2 billion due to the recovery of tourism industry. The balance of payments was US$ 12.7

billion significantly increased from last year’s surplus of US$ 5.42 billion.

The 2006 property market sales were slowdown largely due to prolong political conflicts. However,

condominium sales especially the Grade A in CBD area of Bangkok both supply and asking prices kept increasing,

despite higher costs. The industrial property market sector decreased by 11%, from 3,236 rai in 2005 to only 2,865

in 2006 as a result of the significant decreased in Foreign Direct Investment (FDI) affected by Thailand’s political

climate. The Board of Investment (BOI) project approval has only Baht 373 billion compared with Baht 571 billion

in 2005, or 35% decrease. The number of projects approved was 1,220 projects, a slight decrease from 2005.

Thailand remained a growing regional production hub in the ASEAN automotive industry, particularly for

one-ton pickups, with the production has reached 1.19 million vehicles in 2006. Domestic vehicle sale in 2006

was 682,500 vehicles and 542,000 vehicles for export.

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

GDP

4.8

6.96.2

4.55.0

(%)

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Thailand Industrial Property Market

1,8482,138

2,695

3,236

2,865

(Ral)

20

30

40

50

60

70

80

90

100

110

Capacity Utillzation %(%)

0

100

200

300

400

500

600

700

800

BOI Application Approvals

172

284

601571

373

(Baht : Billion)

2002 2003 2004 2005 2006

2002 2003 2004 2005 2006

2002 2003 2004 2005 2006

2002 2003 2004 2005 2006

PetrochemicalVehicles & PartsTotal

Source: Bank of Thailand, February 2007, Board of Investment, December 2006 CB Richard Ellis, Quarter 4, 2006

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Management Analysis

Operating Performance

For the Year 2006, Hemaraj reported Net Income of Baht 1,190.7 million compared with Baht 636.8

million of the same period of last year, representing an 87% increase. The net income increase was

due to a broader revenue mix with improved margins especially from the revenue of The Park Chidlom

condominium and industrial estate utilities. Net Income of 2006 also included gain from extraordinary

items and others which were gain from debt compromising of Baht 86.4 million, Income from increase

of salable area Baht 55.6 million and adjust of loss on decline in value of real estate development cost

Baht 44.6 million. Earning per share of Baht 0.16 Baht per share represented an increase of 55 % from

the same period of last year while fully diluted Earnings per share of Baht 0.15 represented an increase

of 119 %.

For the Year 2006, Hemaraj’s Total Revenue was Baht 4,079.1 million compared with Baht 3,009.9

million for the same period of 2005, representing a 36 % increase. Total Operating Revenue from core

businesses was Baht 3,775.2 million, improved by 29 % from the same period of 2005.

Industrial Estate Land Sales were # 1 in Market Share for 2006, or 25%1 with 712 rai, 49 contracts,

24 new customers and 25 project expansions from existing customers. Industrial Land Sales were Baht

958.5 million, a 14 % decrease. It was noted that the industrial land sales of 325 rai at Hemaraj Eastern

Industrial Estate in Quarter 4, 2006 would be recognized primarily in 2007 due to percent completion

of development.

Operating Revenue from Utilities increased to Baht 584.8 million, an increase of 28 %. SME

Factory Rental increased to Baht 161.4 million, a 6 % increase while SME Factory Sales decreased

to Baht 178.3 million, a 12 % decrease. Revenue from The Park Chidlom increased to Baht 1,719.7

million, representing an increase of 90 % compared with the same period of 2005. The accumulated

sales contract value of “The Park Chidlom” was Baht 4,766 million as of December 31, 2006.

Financial Status

The consolidated Balance Sheet in 2006 is summarized as follows.

Total Assets in 2006 were Baht 11,453 million, a 28% increase from Baht 8,960 million in 2005.

Total Current Assets in 2006 were Baht 9,120 million compared to Baht 6,893 million in 2005, or an

increase of 32%. This includes Cash on Hand of Baht 1,150 million, Account Receivable of Baht 1,826

million and Land held for Real Estate development of Baht 6,120 million.

Other Assets were Baht 2,320 million in 2006. This includes Land held for commercial

purposes not under development of Baht 326 million, assets for rent of Baht 955 million, and

long-term investment in other companies of Baht 478 million which includes the 25% holding in S I L

Industrial Land Co., Ltd., a joint investment with the company in Siam Cement Group, and 5% direct

holding in Glow IPP, a 713MW IPP with Glow Energy.

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Total Liabilities in 2006 were Baht 4,368 million a 29% increase from Baht 3,390 million in

2005.

Total Shareholders Equity in 2006 was Baht 7,085 million versus Baht 5,570 million in 2005, or

a 27% increase due to Net Operating Profit of 2006 and the exercise of the warrants. During the Year

2006, 2,946.18 million units of warrants were exercised to common shares with the amount of 833.8

Million Baht. As of December 31, 2006, there were 9,036.93 million common shares and 672.45 million

warrants outstanding. The 2006 Net Debt to Equity ratio remained low at 0.45 to 1.

1 Source : CB Richard Ellis

Risk Factors & Others

■ External Risks The company faces investment and management risks associated with Thai government and

Bank of Thailand policies as well as external political and economic environment in neighboring and

other countries. In addition Foreign Direct Investment, rising oil price, interest rates, land cost,

construction cost, delays in construction, and shortages of skilled labor are factors that could affect

the company businesses.

The company is aware of the risks and effects associated with such factors and try to have a

systematic monitoring and analytical measurement to prevent and minimize such risks. The Board of

Directors and Management have also implemented the business strategy with appropriate

adjustments based on situation as witnessed from growing broadened operating revenue and

improve profit margins. Increases in revenue from industrial estates, utilities and SME factory rental,

which are recurring and predictable, has balanced our revenue structure. Our multiple-locations

industrial estates with high percentage of repeat customers and the niche selective property project

have also reduced our risk profile.

■ Financial Risks The operating performance, financial status, economic environment in Thailand and other

countries, access to financial and capital market, foreign exchange and interest rates are risk factors

to the companies financial management.

An appropriate and sufficient source of funds with a reasonable cost of capital and

appropriate financial structure will support the company’s competitiveness. Since the economic

crisis, the company’s financial structure has been continuously strengthening resulting in improving

in net debt to equity ratio. In 2006 the net debt to equity ratio was only 0.45 to 1 times with cash

balance of Baht 1,150 million. With strong balance sheet and low debt level, high level of cash on

hands to avoid foreign currency debts, broader lending sources, TRIS rating for potential Baht

bonds, and available credit line from various financial institutions, these will provide the company

more flexibility to grow the business expansion, yet to minimize the financial risks.

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Management Structure

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Board of Directors

1. Mr. Sawasdi Horrungruang Chairman of the Board of Directors

2. Mr. Thavorn Anankusri Director (See Notes)

3. Mr. Thongchai Srisomburananonta Director (See Notes)

4. Mr. David Richard Nardone Managing Director

5. Mr. Sudhipan Charumani Independent Director

6. Mr. Peter John Edmondson Independent Director

7. Mrs. Punnee Worawuthichongsathit Independent Director

8. Mr. Vivat Jiratikarnsakul Director

9. Ms. Pattama Horrungruang Director

10. Ms. Somphong Wanapha Independent Director

With Mr. Sirisak Kijraksa being the Company Secretary

Notes : Mr. Thavorn Anankusri resigned from Directorship on February1st 2007

Mr. Thongchai Srisomburananonta was appointed Director on April 27th, 2006

Basic Scope of Board of Directors’ Responsibility

The Board of Directors has the responsibility in formulating corporate visions, major policies

and overall strategies with honesty and care, to achieve continuous and long lasting benefits for the

Shareholders. This responsibility includes the control and supervision of corporate management to

assure that board instructions are put into practice with efficiency and in line with relevant laws, the

SET’s and SEC’s rules and regulations, as well as with good corporate governance principles. In

discharging its responsibility, the Board may appoint or assign one or more specific directors or any

other persons to act on its behalf, and can revoke such appointments or assignments, as it may be

necessary or appropriate.

Executive Committee

1. Mr. Sawasdi Horrungruang Chairman of the Executive Committee

2. Mr. Thavorn Anankusri Vice Chairman of the Executive Committee

3. Mr. Thongchai Srisomburananonta Vice Chairman of the Executive Committee

4. Mr. David Richard Nardone Executive Director

5. Mr. Vivat Jiratikarnsakul Executive Director

6. Ms. Pattama Horrungruang Executive Director

The Executive Committee has the responsibility as assigned by the Board of Directors, in

formulating and reviewing major operation policies and strategy issues on behalf of the Board of

Directors, including the assignment of operation plans and budgets and the screening of investment

projects. Moreover, it has been given the role and responsibility to ensure that the Company’s operations

is in accordance with the Board’s guidance and policy, so as to maximize work efficiency and enhance

performance results.

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Scope of the Executive Committee’s Authority and Responsibility

1. To screen and review business plans, investment plans, together with the relevant budgets,

as prepared by the management, prior to passing on the said data to the Board of Directors for

consideration and approval.

2. To follow up, supervise and control the Company’s work progress, in order to ensure that the

Company’s operations is in line with what the authorizing or assigning Board would expect.

3. To consider granting permission to commence important activities, as well as to authorize

payments in excess of the Management’s authority, in accordance with the Company’s Authorization

rules and the approved budgets.

4. To set the Company’s organization chart, authority of the Management and the remuneration

policy for Board consideration.

5. To assign one or more specific persons to act on behalf of the Executive Committee, or to

revoke, after rectify such assignments as the Executive Committee may consider appropriate.

6. To perform any other tasks, as assigned by the Board of Directors.

The above-stated scope of authority would not apply where a vested interest or a conflict of

interest concerning a related party transaction under SEC regulations is at issue. In such a case the

Executive Committee would need to refer the matter to the Board of Directors or to a Shareholders’

Meeting, as the case may be, for consideration and approval, unless a prior pre-set permission by the

Board of Directors is already available.

Audit Committee

1. Mr. Sudhipan Charumani Chairman of the Audit Committee

2. Mr. Peter John Edmondson Member of the Audit Committee

3. Mrs. Punnee Worawuthichongsathit Member of the Audit Committee

The Audit Committee has the following duties and responsibilities to the Company’s Board of

Directors:

1. To review that the Company’s financial reports are correct and sufficient;

2. To review that the Company has appropriate and efficient internal control and internal audit

systems;

3. To review that the Company complies with laws relating to securities and securities markets,

as well as with SET’s rules and regulations and any other laws relating to the Company’s business;

4. To consider, select and propose the appointment of the Company’s statutory auditor and to

propose his professional fees;

5. To consider whether the Company discloses correct and adequate information with regards

to third party transactions or any transactions with a conflict-of-interest tendency;

6. To include in the Company’s annual report the Audit Committee’s own review result,

expressing opinion on the Company’s internal control system, as well as on the preparatory procedure

and data disclosure of the financial statements. This review report shall be signed by the audit

committee chairman;

7. To report the Audit Committee’s performance to the Company’s Board of Directors at least

on a quarterly basis;

8. To participate in the appointment, removal, work assessment and remuneration granting of

the internal auditor; and

9. To perform any other work that the Audit Committee agrees to, as may be assigned by the

Company’s Board of Directors.

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Remuneration Committee

The Company has not formed a Remuneration Committee to date. Compensations for staff

below the top-executive level are determined by the Management and CEO, and compensations

for the Top Executive level, including CEO are determined by the Executive Committee, taking into

account such factors as the basic in-house rates, the prevailing employment environments, work

performance or contribution to the Company, the degree of dedication shown, and according to the

Company’s salary policy. These consideration factors will provide necessary encouragement to keep

the Company’s quality and key personnel.

As for the Directors’ remuneration compensations, they are considered and proposed by the

Board of Directors for Shareholders approval at the Annual General Meeting, as in relevant cases of

joint-venture and subsidiary companies. Such compensation proposals would also be based on the

general market trend, individual responsibility levels and work results, as well as the Company’s actual

performance and prevailing financial strength.

Good Corporate Governance Committee

Although the Company had no specific GCG Committee during the 2006 financial year, much

attention was given to the promotion and effective application of GCG principles, especially with regard

to equitable treatments and fairness to all stakeholders, correct and adequate information disclosure

and transparency of operation. Such stakeholders, apart from individual shareholders, effectively

included the Company’s own management personnel and employees, customers, suppliers, outside

organizations and businesses, joint-venture partners, creditors, regulatory bodies, as well as the

communities in which it had operations. Moreover, the Board of Directors in a Meeting on February

27th, 2007 finally resolved to formally set up a GCG Committee to enhance the Company’s GCG

development, in compliance with the SET’s and SEC’s joint recommendation.

Selection of Company’s Directors and Top Management

In 2006, the Company did not formed a Nomination Committee to specially handle situations

concerning vacancies or increments of Board membership. The recommendation of new directors

shall be deliberated by the Board of Directors. In actual practice, a name list of suitable candidates,

together with relevant background information, would be submitted in advance by current directors

and/or shareholders for formal consideration in a Board Meeting. Such a Meeting would first emphasize

the most required attributes on the occasion, before proceeding to discuss each candidate in depth

on issues of reputation, experience, known ability and vision, as well as other relevant aspects. Those

chosen by the Board would have their names proposed to the forthcoming Shareholders’ Meeting for

consideration and approval. It should be hereby mentioned, that the Board of Directors at its Meeting

on February 27th, 2007 resolved to set up a Nomination Committee to be operative this role, started

next time selection in same year.

Company Management

1. Mr. David Richard Nardone President & Chief Executive Officer

2. Mr. Vivat Jiratikarnsakul Executive Vice President

3. Ms. Pattama Horrungruang Senior Vice President & Chief Financial Officer

4. Mr. Khamhoung Ratsamany Director - Industrial Estate Operations

5. Mr. Tanin Subboonrueng Director - Industrial Estate Development

6. Mr. Sirisak Kijraksa Director - Account and Legal

7. Ms. Somjai Wachiraha Director - Finance

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8. Mr. Niphone Harnpatanapanich Director - Residential / Property Planning

9. Mr. Cherdpan Thiemtad* Director - Water Project Planning

10. Mr. Paopitaya Smutrakalin Director - Corporate Planning and Investor Relations

11. Ms. Jinnapat Tongviseskul Director - Residential / Property Customer Development

12. Ms. Ladda Rojanavilaivudh Director - Industrial Customer Development

13. Ms. Anchalee Parsertchand Director - Industrial Customer Development

14. Ms. Chantana Hinkaew Director - Corporate Marketing

15. Mr. Apichat Trongsukson Assistant Director - Information System & Services

Note : * has been appointed on January 15th, 2007

The Management shall have the responsibilities as appropriately assigned by the President

& CEO in order to manage the business of the company with efficiency and effectiveness and to

implement the strategies and policies according to targets and budgets as approved by the Board of

Directors and Executive Committee of the company.

Remuneration for Director and Management

1. The remuneration for 10 Directors in 2006 was Baht 17,545,000 (In 2005 was Baht 16,230,000).

The remuneration was in the form of meeting allowance and compensation, which also included the

compensations for Executive Committee and Audit Committee. The details by each director were as

followes:

Notes : Mr. Thavorn Anankusri resigned from Director on February 1st, 2007

Mr. Thongchai Srisomburananonta was appointed Director on April 27th, 2006

2. Total remuneration in cash for the Company’s executives and management in the

forms of salary, bonus, and provident fund for 17persons in 2006 was Baht 127,436,139.25

3. Other Remuneration

- None -

1. Mr. Sawasdi Horrungruang Chairman of the Board of 250,000 2,500,000 2,750,000 Directors / Chairman of the Executive Committee

2. Mr.Thavorn Anankusri * Director / Vice Chairman of 140,000 1,850,000 1,990,000 Executive Committee

3. Mr. Thongchai Srisomburananonta Director / Vice Chairman of 140,000 1,850,000 1,990,000 Executive Committee

4. Mr. Sudhipan Charumani Director/Chairman of the 315,000 1,000,000 1,315,000 Audit Committee

5. Mr. David Richard Nardone Director/Executive Director 175,000 1,750,000 1,925,000

6. Mr. Peter John Edmondson Director/ Member of 275,000 1,000,000 1,275,000 Audit Committee

7. Mrs. Punnee Worawuthichongsathit Director/ Member of 275,000 1,000,000 1,275,000 Audit Committee

8. Mr. Vivat Jiratikarnsakul Director/Executive Director 175,000 1,750,000 1,925,000

9. Ms. Pattama Horrungruang Director/Executive Director 175,000 1,750,000 1,925,000

10. Mr. Somphong Wanapha Independent Director 175,000 1,000,000 1,175,000

Total 2,095,000 15,450,000 17,545,000

Remuneration (Baht) Name Position Board Meeting

Compensation Total Allowance

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Good Corporate Governance

The Board of Directors are collectively responsible for the Good Corporate Governance of

the Company, and in their role to direct monitor and supervise the strategy policy and control of the

Company provide this direction to the Management of the Company to be adhered to for long-term

value to the Shareholders. Good Corporate Governance is developed in conformity with the Corporate

Governance’s guidelines from the Stock Exchange of Thailand as follows:

1. Good Corporate Governance Policy The Company policy is to fully embrace the principles of Good Corporate Governance and

this is the responsibility of the Board of Directors specifically to ensure its full adherence within the

organization and by practice within the management and organization of the Company. The underlying

principles of good corporate governance relies on the principles of equitable treatment and fairness

of all stakeholders, the full and meaningful disclosure, and the transparency of the Company its

operations and information.

2. Rights and Equitable Treatment to Shareholders All shareholders are invited to the annual shareholder’s meeting or extraordinary meeting

(if any). The company would send out an invitation letter and agenda of each meeting to the

shareholders prior to the meeting for their consideration. Shareholders have voting rights equal to

the number of shares owned and must exercise all eligible votes to safeguard their investment in

voting for a resolution, an opinion for a significant decision making, for example, Company regulations

amendment, capital increase. All shareholders have right to receive correct, up-to-date, fully disclosed

information. Shareholders wishing to appoint a proxy representation may appoint any person or may

elect to appoint the Independent Director and Chairman of the Audit Committee as recommended by

the SEC. Shareholders can have any queries related to companies as appropriate in the meeting.

3. Rights of Various Groups of Stakeholders The company realizes and respects the rights of various groups of stakeholders, including

shareholders, minority shareholders, employees, customers, creditors, vendors, the public and

communities and government sectors through various procedures such as the Shareholders’ Meeting,

providing information on employee’s rights concerning welfare benefits, receiving all inquiries from

customers and nearby communities, environmental education and community programs in the areas

where we operate, operate the business with commitments and ethics.

4. Shareholders’ Meeting A Shareholders’ Meeting is to be held at least once a year. Prior to the meeting, not only does

the company send an invitation letter along with the Shareholder’s Meeting agenda in advance, but

also publish the meeting in the local media to ensure the full disclosure of the scheduled meeting.

During the meeting, the Board of Director provides Shareholders’ information and gives opportunity

to Shareholders to raise any concerns and/or issues related to the company’s operation. The Board of

Director will also directly monitor and supervise the company’s management to efficiently operate and

manage as the business plan. Additionally Shareholders could contact the company anytime through

the Investor Relations Department and the company website.

5. Leadership & Vision The company’s Board of Directors, selected to have a broad experience level, formulates

the company’s vision, strategy, oversight of its business plan, and oversees a level of control and risk

management of its operation. The Board of Directors objective is to maximize the return to shareholders

in a controlled way and according to the good corporate governance.

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6. ConflictofInterest 1ConflictofInterest

The Company’s Board of Directors and Management have been acknowledged and

realized the importance of legal and ethical conflict of interest and related transactions

guidelines. The company has disclosed, in accordance with the regulations of Stock

Exchange of Thailand, such information, detail and reason/necessity, if any in the company’s

Annual Report and the 56-1 Form. The Company further uses the Audit Committee,

internal auditors, external auditors, and external lawyers to review compliance.

1 Insider Trading ControlsThe Company’s Board of Directors and Management uses a number of safeguards to

prevent the risks that may occur as recommended by the Audit Committee, the outsourced

internal auditor, external auditor, and professional legal advisors. The Company has set

an internal control system to follow SET’s rules and regulations in preventing internal

information disclosure to outsiders prior to the company press release. The Company

also informs the Board of Directors and Management about the notification of SET and

SEC concerning rules, procedures and disclosure of securities holdings and changes in

holdings.

7. Business Ethics The Company policy from the Board of Directors, communicated through top management

to both management and employees in the employee handbook is to conduct business with sound

ethics toward the company, all stakeholders, and the public. On February 27, 2007, the Board of

Directors has appointed the Good Corporate Governance Committee to promote Good Corporate

Governance activities throughout the organization in accordance with SET’s and SEC’s guidelines.

8. Balance of Power for non-management Directors The company’s Board of Directors consists of 10 directors which are:

1 Executive Directors 6 persons

1 Independent Directors 4 persons

The company’s Independent Directors who 3 from 4 independent directors are Audit Committee,

are not involved in the daily operations of the Company.

9. Aggregation or Segregation of Positions - Chairman and CEO The company’s Chairman of the Board of Directors is not the same person as the President

& CEO and the structure of the Board of Directors consists of four Independent Directors with highly

experience and knowledge in accounting, finance, and other businesses. This creates a balance

between the interests and representation of the shareholders and the management as well as

independent persons whom could review the company’s business plans, controls, and create a

balanced view according to the Good Corporate Governance Policy.

10. Remuneration for Director and Management The remuneration of the company’s Directors has been considered by the Board of Directors

and then proposed for approval in the Shareholders Meeting. The Remuneration compensation is in

order to be competitive in the market in attracting highly qualified individuals, to reflect the contributions

and performance of the individuals and in consistent with the Company’s performance to efficiently

and effectively achieve the Company’s objectives.

11. Board of Directors’ Meeting During 2005, from January to December, the company held 10 Board of Directors’ Meetings.

There were calls for regular meetings and/or for emergency meetings when need of the directors/

committee’s consideration, opinion and decision by sending out prior notice, invitation and agenda to

all directors and committee.

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12. Committee The authority and responsibility of the Board of Directors and Committee are clearly defined.

The report of the Board and Committees’ meeting as well as any items for further consideration are

reviewed by the related Committee for the accuracy and completeness before distributing out for

further action.

13. Controlling System & Internal Audit The Audit Committee is appointed to be responsible to analyze, review, follow, and discuss

with the external auditor, the outsourced internal audit, and the management for the accuracy,

completeness and accountability of the financial statements and the company internal control system

effectiveness including giving the observation notes according to related laws, regulations of the

Government and SET, General Accepted Accounting Principles and Good Corporate Governance.

The Audit Committee meets and reports to the Board of Directors at least quarterly and has an annual

Audit Committee Report as included in the Company Annual Report.

14. Report from the Board of Directors on the company’s Financial Statements With a thoroughly consideration and carefully review the company’s financial statements,

the Board of Directors will ensure its follow the Generally Accepted Accounting Standard. The

company has regularly exercised an appropriate accounting policy and standard. In addition, the

Board of Directors as the plan recommends by the Audit Committee and Management to appoint the

outsiders to be the internal Auditors, to observe the company’s internal control system and to verify the

completeness and accuracy of the company’s financial statements.

15. Relations with Investors Investor Relations Department has been established for individual investors or stockholders

benefits and interests as the company sees the significant of their investments and values. The analyst

meetings are held consistently to meet with investors and analysts to provide on the updated company

financial results and businesses.

A site visit or company visit are always welcome by contacting the Investor Relations

Department. The company information and press releases can also be found in the company website

at www.hemaraj.com. Or email any concerns to [email protected].

Dividend Policy

After having considered the Company’s financial position, reserve for investment plans and

adequacy of cash flow, the company has the policy to pay a minimum of 50% of net profit after tax for

dividend payment on each year, under the condition that the company does not have accumulated loss.

The Company may consider to pay the interim dividend upon the consideration of the Board of Directors.

Name of Directors Position Number of Attendance/Total Meetings

Mr. Sawasdi Horrungruang Chairman of the Board of Directors 5/5

Mr. Thavorn Anankusri * Director 4/5

Mr. Thongchai Srisomburananonta ** Director 4/5

Mr. David Richard Nardone Managing Director 5/5

Mr. Sudhipan Charumani Independent Director 5/5

Mr. Peter John Edmondson Independent Director 5/5

Mrs. Punnee Worawuthichongsathit Independent Director 5/5

Mr. Vivat Jiratikarnsakul Director 5/5

Ms. Pattama Horrungruang Director 5/5

Mr. Somphong Wanapha Independent Director 5/5

Note : * Mr.Thavorn Anankusri resigned from Director on February 1st, 2007 ** Mr. Thongchai Srisomburananonta was appointed as Director on April 27th, 2006

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In addition, dividend policy of the subsidiary companies is based on the business performance

and cash flow in each year of those companies.

Related Party Transactions

1. Related Party Transactions during the Year The Company and subsidiaries in 2006 had the transactions with its associate companies,

connected companies, as well as some other companies which exhibited certain common Directors

and/or Senior Management personnel with normal business nature. Such transactions could be

summarized as follows:

1 Income: Deriving mainly from industrial estate utility charges, management fees, design

fees and rental fees in respect of services provided to related parties on a normal

business basis.

1 Expenditure: Being service fees that the Company and certain subsidiaries were charged

by an associated company, which provided maintenance and repair services of tools

and equipment as its normal business.

1 Inter-Company Lending: Under a joint-venture agreement with The Siam Cement Plc.,

which holds 75% of SIL Industrial Land Co., Ltd.’s share capital, the Company which

holds the remaining of 25% share portion has been obligated to provide a pro-rate

loan of Baht 7.5 million to the latter as working capital, at an interest rate of MLR-1%.

This situation is considered ‘normal business’ under its environments.

(Further details of Related Party Transactions are provided in No.2 of Notes to Financial

Statements)

2. Necessity and Reasonableness of Transactions To enhance net work strengthening and operation efficiency, related party transactions of a

normal business nature and of fair mutual benefits would have an open path within the normal course

of the Company’s business. Each transaction, however, would go through successive proposing

and screening stages prior to being approved by the Management, the Executive Board, the Board

of Directors or a Shareholders’ Meeting, as the case might be including come under the Audit

Committee’s reviews, which will be in accordance with SET’s and SEC’s rules and regulations, as well

as in accordance with the generally accepted accounting principles.

3. Policy and Criteria for Approving Transactions. Related party transactions, prior to taking effect, require to be approved by the Management,

Executive Board, Board of Directors or a Shareholders’ Meeting, as the case may be. Such an approval

must appropriately and transparently follow the Company’s laid down procedure, and be within the

following policy guidelines:-

1 Such transactions must be of a normal business nature, with good reasoning and a fair yield.

1 Anyone with an inappropriate interest or a possible conflict of interest in a particular

transaction will not participate in the approving process of that transaction.

1 Any significant transaction that might contain a conflict-of-interest aspect needs to be

submitted to the Board of Directors for consideration.

1 The External Auditor, the outsourced Internal Auditor, together with the Audit Committee,

provide an efficient audit /review system for the above purposes.

1 Information relating to related party transactions is correctly, adequately and clearly

disclosed in the Company’s Financial Statements in accordance with the SET’s and

SEC’s rules and regulations, as well as in accordance with the generally accepted

accounting principles.

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Independent Certified Public Accountants’ Report

To the Shareholders of Hemaraj Land and Development Public Company Limited

I have audited the consolidated balance sheets of Hemaraj Land and Development Public

Company Limited and its subsidiaries as of December 31, 2006 and 2005, and the related consolidated

statements of changes in shareholders’ equity, income and cash flows for the years then ended. I have

also audited the financial statements for the same periods of Hemaraj Land and Development Public

Company Limited. These financial statements are the responsibility of the Company’s management as

to their correctness and completeness of the presentation. My responsibility is to express an opinion

on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards. Those

standards require that I plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement. An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the financial statements. An audit also includes

assessing the accounting principles used and significant estimates made by management, as well as

evaluating the overall financial statements presentation. I believe that my audit provides a reasonable

basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects,

the financial position of Hemaraj Land and Development Public Company Limited and its subsidiaries

and of Hemaraj Land and Development Public Company Limited as of December 31, 2006 and 2005,

the results of their operations, and cash flows for the years then ended in conformity with generally

accepted accounting principles.

Kesree Narongdej

Certified Public Accountant

Registration No. 76

A.M.T. & ASSOCIATES

Bangkok, Thailand

February 14, 2007

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Hemaraj Land And Development Public Company Limited And Its Subsidiaries As of 31st December 2006

(Unit : In Baht)

The accompanying notes to financial statements are an integral part of these statements.

ASSETS CURRENT ASSETS

Cash and deposits at financial institutions 5 1,149,829,513.29 761,520,077.63 685,449,979.46 493,179,611.34

Current investments

Time deposits 5 and 28 90,376.54 330,472,529.31 15,950.23 322,968,295.34

Marketable securities, net 3,537,466.46 73,358,697.02 3,537,466.46 73,358,697.02

Trade account receivables 6

Related parties, net 1,041.15 422,343.43 1,027,200.00 -

Other parties, net 89,791,215.49 65,078,976.90 8,206,155.94 21,450,998.97

Unbilled completed work 6 1,736,415,916.48 633,542,735.18 1,485,488,566.32 156,806,194.30

Short - term loans and advance

to related parties 4 13,183,144.03 5,108,142.82 1,386,682,542.06 765,205,421.50

Cost of real estate developments, net 8, 28 and 29 6,119,907,823.95 4,947,564,704.74 1,676,371,288.51 1,507,888,983.93

Other current assets 20,094,216.92 33,011,421.00 4,795,923.96 22,913,593.14

Total Current Assets 9,132,850,714.31 6,850,079,628.03 5,251,575,072.94 3,363,771,795.54

NON - CURRENT ASSETS

Investments for using the equity method 4 and 28 334,758,774.34 270,693,466.78 3,855,009,908.59 3,635,164,982.96

Other long - term investments

Related parties, net 4 and 28 1,500,000.00 1,500,000.00 - -

Other parties, net 9, 28 and 29 142,783,002.50 175,283,002.50 142,500,002.50 175,000,002.50

Long - term loans to other parties - 12,264,871.47 - 12,264,871.47

Assets for rent, net 10 and 28 954,641,840.16 928,613,784.91 61,428,632.59 50,595,056.46

Property, plant and equipment, net 11 424,837,431.50 303,578,100.66 34,174,393.85 37,884,237.08

Other non - current assets

Leasehold land and land held for

commercial purposes, net 12 and 28 325,719,200.00 281,064,250.00 325,719,200.00 281,064,250.00

Sinking fund, net 13 and 29 65,557,524.08 62,235,152.50 25,863,328.97 27,328,047.99

Deposit for land purchase 29 32,829,875.00 47,861,718.75 32,829,875.00 47,861,718.75

Advance to the provincial electricity authority 25,191,331.54 - - -

Others 12,509,127.41 26,849,124.95 5,183,406.96 20,014,950.94

Total Non - Current Assets 2,320,328,106.53 2,109,943,472.52 4,482,708,748.46 4,287,178,118.15

TOTAL ASSETS 11,453,178,820.84 8,960,023,100.55 9,734,283,821.40 7,650,949,913.69

CONSOLIDATED THE COMPANY ONLY

Note As of 31st As of 31st As of 31st As of 31st

December 2006 December 2005 December 2006 December 2005

Balance Sheets

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Balance Sheets (Continued)

Hemaraj Land And Development Public Company Limited And Its Subsidiaries As of 31st December 2006

(Unit : In Baht)

The accompanying notes to financial statements are an integral part of these statements.

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES

Short-term loans from financial institutions 14 380,000,000.00 635,000,000.00 380,000,000.00 385,000,000.00

Trade account payables

Related parties, net 1,777,226.13 341,914.22 209,809.88 1,630,680.00

Other parties, net 328,026,873.85 308,863,189.00 115,914,612.23 133,825,993.38

Current portion of long - term loans

Related person 4 and 16 6,400,000.00 6,400,000.00 - -

Others 17 and 28 144,020,000.00 120,038,249.99 - -

Short - term loans and advance

from related parties 4 26,800,000.00 32,041,424.66 56,017,665.06 51,557,130.43

Other current liabilities

Unearned income and income

received in advance 7 134,231,215.67 127,032,285.53 8,901,121.80 24,161,980.11

Accrued interest expenses 7,428,246.59 8,275,479.47 7,428,246.59 3,317,808.23

Accrued expenses 26,390,905.72 50,214,492.79 13,007,362.29 38,042,123.05

Other account payables 3,104,913.61 4,999,616.39 1,285,636.39 1,085,636.39

Accrued income tax 25 208,475,786.80 15,053,600.23 167,114,753.13 4,941,562.48

Accrued specific business tax and transfer fee 133,782,420.57 66,603,797.16 108,553,176.76 44,813,030.63

Accrued dividend payable 21 5,804,525.00 3,370,633.70 5,804,525.00 3,370,633.70

Others 59,170,341.55 41,319,814.41 30,489,166.83 27,650,690.18

Total Current Liabilities 1,465,412,455.49 1,419,554,497.55 894,726,075.96 719,397,268.58

NON - CURRENT LIABILITIES

Long - term loans from related party 4 and 15 - - 1,153,196,016.67 1,276,109,788.82

Long - term loans from related persons 4 and 16 - 6,400,000.00 - -

Other long - term loans 17 and 28 2,693,024,985.96 1,552,911,255.31 1,145,400,000.00 391,600,000.00

Provision 18 - 242,520,547.95 - 242,520,547.95

Other non - current liabilities

Retention payables 119,345,603.25 69,609,949.01 61,602,725.93 33,128,074.07

Guarantee Received 73,045,787.50 74,934,516.00 5,105,100.00 5,036,500.00

Deferred leasehold right income 9,932,092.41 11,529,745.97 - -

Others 7,557,383.62 11,726,682.16 4,889,004.48 8,558,563.96

Total Non - Current Liabilities 2,902,905,852.74 1,969,632,696.40 2,370,192,847.08 1,956,953,474.80

Total Liabilities 4,368,318,308.23 3,389,187,193.95 3,264,918,923.04 2,676,350,743.38

CONSOLIDATED THE COMPANY ONLY

Note As of 31st As of 31st As of 31st As of 31st

December 2006 December 2005 December 2006 December 2005

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Balance Sheets (Continued)

Hemaraj Land And Development Public Company Limited And Its Subsidiaries As of 31st December 2006

(Unit : In Baht)

The accompanying notes to financial statements are an integral part of these statements.

SHAREHOLDERS’ EQUITY

Share capital - Baht 1 par value

Authorized share capital

Common stocks 15,000,000,000 shares 19 15,000,000,000.00 15,000,000,000.00 15,000,000,000.00 15,000,000,000.00

Issued and paid-up share capital

Common stocks 9,036,927,495 shares for 9,036,927,495.00 6,090,749,424.00 9,036,927,495.00 6,090,749,424.00

the year 2006 and 6,090,749,424 shares

for the year 2005

Warrants 20 1,904,573.51 10,249,352.11 1,904,573.51 10,249,352.11

Premium (discount) on common stocks, net (4,907,170,183.03) (2,803,105,284.71) (4,907,170,183.03) (2,803,105,284.71)

Unrealized loss from changes in carrying amount of

available-for-sale securities (33,382,780.88) (18,588,060.17) (33,382,780.88) (18,588,060.17)

Currency translation differences (27,893,720.65) (24,922,881.78) (27,893,720.65) (24,922,881.78)

Retained earnings

Appropriated - legal reserve 21 386,776,978.92 327,238,668.17 271,626,014.80 212,087,704.05

Earnings 2,012,202,535.49 1,392,977,952.69 2,127,353,499.61 1,508,128,916.81

Total Equity of Parent Company’s Shareholders 6,469,364,898.36 4,974,599,170.31 6,469,364,898.36 4,974,599,170.31

Minority interest 615,495,614.25 596,236,736.29 - -

Total Shareholders’ Equity 7,084,860,512.61 5,570,835,906.60 6,469,364,898.36 4,974,599,170.31

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 11,453,178,820.84 8,960,023,100.55 9,734,283,821.40 7,650,949,913.69

CONSOLIDATED THE COMPANY ONLY

Note As of 31st As of 31st As of 31st As of 31st

December 2006 December 2005 December 2006 December 2005

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Statements of Income

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Hemaraj Land And Development Public Company Limited And Its Subsidiaries For the years ended December 31, 2006 and 2005

(Unit : In Baht)

The accompanying notes to financial statements are an integral part of these statements.

REVENUES

Sales of land 990,408,588.64 1,116,933,266.63 71,256,482.33 53,375,337.50

Sales of pre-fabricated factory 178,318,411.52 201,536,063.08 11,718,875.00 27,630,000.00

Sales of condominium 1,719,705,228.19 907,290,731.07 1,719,705,228.19 907,290,731.07

Services income 4 889,284,698.48 710,446,104.70 140,578,052.07 148,968,667.85

Income from increase of salable area 22 55,604,501.77 - 55,604,501.77 -

Other income

Profits from sales of investments 9,231,546.15 23,012,815.81 9,231,546.15 23,012,815.81

Interest income 4 23,934,376.97 8,460,771.79 91,221,554.08 42,323,176.54

Management income 4 10,953,121.04 2,380,916.63 37,042,795.77 22,980,109.91

Commission income 4 - - 34,090,614.52 44,214,166.16

Dividend income 112,404,107.17 12,730,341.32 112,404,107.17 12,280,344.32

Gain on exchange rate - 477,477.89 - 477,477.89

Adjustment of loss on decline in value of

real estate development cost 12 44,654,950.00 - 44,654,950.00 -

Others 20,335,170.96 25,714,681.46 5,996,834.87 15,240,049.17

Share of profits from investments for using

the equity method - subsidiary companies 4 - - 316,143,723.99 269,215,072.52

Share of profit from investments for using

the equity method - associated companies 4 24,315,307.56 960,339.31 24,315,307.56 960,339.31

Total Revenues 4,079,150,008.45 3,009,943,509.69 2,673,964,573.47 1,567,968,288.05

EXPENSES

Cost of land sales 540,852,296.74 680,885,637.34 54,538,918.44 35,833,248.33

Cost of pre-fabricated factory sales 135,405,248.28 153,453,568.46 5,703,443.34 22,212,758.74

Cost of condominium sales 930,718,969.27 486,719,168.03 931,251,541.53 486,719,168.03

Cost of services 4 501,437,580.56 447,078,298.94 91,924,033.63 110,049,086.76

Selling and administrative expenses 4 491,346,191.42 442,163,707.64 260,082,596.05 233,445,256.28

Other expenses

Estimated loss on possible loss from lawsuit 18 - 18,000,000.00 - 18,000,000.00

Loss on exchange rate 525,928.85 - 525,928.85 -

Loss on investment revaluation - 717,000.00 - -

Total Expenses 2,600,286,215.12 2,229,017,380.41 1,344,026,461.84 906,259,518.14

CONSOLIDATED THE COMPANY ONLY

Note 2006 2005 2006 2005

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Statements of Income (Continued)

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Hemaraj Land And Development Public Company Limited And Its Subsidiaries For the years ended December 31, 2006 and 2005

(Unit : In Baht)

The accompanying notes to financial statements are an integral part of these statements.

PROFIT BEFORE INTEREST AND

INCOME TAX EXPENSES 1,478,863,793.33 780,926,129.28 1,329,938,111.63 661,708,769.91

INTEREST EXPENSES 4 39,878,579.58 27,303,660.60 17,644,966.33 12,715,119.18

INCOME TAX EXPENSES 25 275,289,347.34 35,527,385.42 207,952,135.85 12,159,877.91

PROFIT AFTER TAX 1,163,695,866.41 718,095,083.26 1,104,341,009.45 636,833,772.82

MINORITY INTEREST (59,354,856.96) (81,261,310.44) - -

PROFIT FROM ORDINARY ACTIVITIES 1,104,341,009.45 636,833,772.82 1,104,341,009.45 636,833,772.82

EXTRAORDINARY ITEM

Gain from debt compromise 18 86,425,205.46 - 86,425,205.46 -

NET PROFIT 1,190,766,214.91 636,833,772.82 1,190,766,214.91 636,833,772.82

BASIC EARNINGS PER SHARE 26

Profit from ordinary activities 0.15 0.11 0.15 0.11

Extraordinary item, net 0.01 - 0.01 -

Net profit 0.16 0.11 0.16 0.11

DILUTED EARNINGS PER SHARE 26

Profit from ordinary activities 0.14 0.07 0.14 0.07

Extraordinary item, net 0.01 - 0.01 -

Net profit 0.15 0.07 0.15 0.07

CONSOLIDATED THE COMPANY ONLY

Note 2006 2005 2006 2005

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Statements Of Changes In Shareholders’ Equity

Hemaraj Land And Development Public Company Limited And Its Subsidiaries For the years ended December 31, 2006 and 2005

(Uni

t : In

Bah

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e st

atem

ents

of i

ncom

e

-

-

-

(46,

646,

164.

66)

2,23

2,43

1.25

-

-

-

(44,

413,

733.

41)

Net

pro

fit

-

-

-

-

-

-

63

6,83

3,77

2.82

-

636,

833,

772.

82

Min

ority

inte

rest

-

-

-

-

-

-

-

81,

261,

310.

44

81,

261,

310.

44

Appr

opria

ted

- leg

al re

serv

e

21

-

-

-

-

-

3

1,84

1,68

8.64

(3

1,84

1,68

8.64

)

-

-

Div

iden

d

21

-

-

-

-

-

-

(3

33,1

87,4

45.1

7)

(82

,960

,088

.20)

(4

16,1

47,5

33.3

7)

Exer

cise

of w

arra

nts

20

2

58,9

55,6

58.0

0

(73

3,46

8.09

) (1

84,9

37,7

38.7

0)

-

-

-

-

-

7

3,28

4,45

1.21

Endi

ng b

alan

ce a

s of

Dec

embe

r 31,

200

5

6,

090,

749,

424.

00

10,

249,

352.

11

(2,8

03,1

05,2

84.7

1)

(18

,588

,060

.17)

(

24,9

22,8

81.7

8)

327

,238

,668

.17

1,39

2,97

7,95

2.69

59

6,23

6,73

6.29

5,

570,

835,

906.

60

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Hemaraj Land And Development Public Company Limited And Its Subsidiaries For the years ended December 31, 2006 and 2005

(Uni

t : In

Bah

t)

The

acc

omp

anyi

ng n

otes

to fi

nanc

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tate

men

ts a

re a

n in

teg

ral p

art o

f the

se s

tate

men

ts.

Annual R

eport 2006 , H

em

ara

j La

nd

an

d D

eve

lop

me

nt P

ub

lic C

om

pa

ny L

imite

d

TH

E C

OMPA

NY O

NLY

Unre

alize

d

Reta

ined

ear

ning

s

gai

n (lo

ss)

Issu

ed a

nd

Pr

emiu

m

from

cha

nges

Cu

rrenc

y

paid

-up

War

rant

s (d

isco

unt)

in c

arry

ing

tra

nsla

tion

Appr

opria

ted

Earn

ings

To

tal

sh

are

capi

tal

on

com

mon

am

ount

of

diffe

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es

lega

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erve

Re

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st

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, net

a

vaila

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for-s

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NOTE

secu

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Beg

inni

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alan

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Jan

uary

1, 2

006

6,09

0,74

9,42

4.00

10,

249,

352.

11

(2,8

03,1

05,2

84.7

1)

(18,

588,

060.

17)

(24

,922

,881

.78)

2

12,0

87,7

04.0

5 1,

508,

128,

916.

81

4,97

4,59

9,17

0.31

Unr

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ss fr

om c

hang

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car

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g am

ount

of

av

aila

ble-

for-s

ale

secu

ritie

s

-

-

-

(

14,7

94,7

20.7

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-

-

-

(

14,7

94,7

20.7

1)

Cur

renc

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nsla

tion

diffe

renc

es

-

-

-

-

(2,9

70,8

38.8

7)

-

-

(2,9

70,8

38.8

7)

Net

loss

not

reco

gniz

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the

stat

emen

ts o

f inc

ome

-

-

-

(14

,794

,720

.71)

(2,9

70,8

38.8

7)

-

-

(

17,7

65,5

59.5

8)

Net

pro

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-

-

-

-

-

-

1,19

0,76

6,21

4.91

1,

190,

766,

214.

91

App

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iate

d - l

egal

rese

rve

21

-

-

-

-

-

59,

538,

310.

75

(59

,538

,310

.75)

-

Div

iden

d

21

-

-

-

-

-

-

(5

12,0

03,3

21.3

6)

(512

,003

,321

.36)

Exer

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of w

arra

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20

2,94

6,17

8,07

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(8,3

44,7

78.6

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(2,1

04,0

64,8

98.3

2)

-

-

-

-

8

33,7

68,3

94.0

8

Endi

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alan

ce a

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Dec

embe

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200

6

9

,036

,927

,495

.00

1,90

4,57

3.51

(4

,907

,170

,183

.03)

(

33,3

82,7

80.8

8)

(27

,893

,720

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2

71,6

26,0

14.8

0 2,

127,

353,

499.

61

6,46

9,36

4,89

8.36

Beg

inni

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alan

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Jan

uary

1, 2

005

5,83

1,79

3,76

6.00

10,

982,

820.

20

(2,6

18,1

67,5

46.0

1)

2

8,05

8,10

4.49

(

27,1

55,3

13.0

3)

180

,246

,015

.41

1,23

6,32

4,27

7.80

4,

642,

082,

124.

86

Unr

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ss fr

om c

hang

es in

car

ryin

g am

ount

of

av

aila

ble-

for-s

ale

secu

ritie

s

-

-

-

(46

,646

,164

.66)

-

-

-

(46

,646

,164

.66)

Cur

renc

y tra

nsla

tion

diffe

renc

es

-

-

-

-

2,23

2,43

1.25

-

-

2,23

2,43

1.25

Net

gai

n (lo

ss) n

ot re

cogn

ized

in th

e st

atem

ents

of i

ncom

e

-

-

-

(46

,646

,164

.66)

2,

232,

431.

25

-

-

(

44,4

13,7

33.4

1)

Net

pro

fit

-

-

-

-

-

-

636

,833

,772

.82

6

36,8

33,7

72.8

2

App

ropr

iate

d - l

egal

rese

rve

21

-

-

-

-

-

31,

841,

688.

64

(31

,841

,688

.64)

-

Div

iden

d

21

-

-

-

-

-

-

(3

33,1

87,4

45.1

7)

(333

,187

,445

.17)

Exer

cise

of w

arra

nt

20

258

,955

,658

.00

(7

33,4

68.0

9)

(184

,937

,738

.70)

-

-

-

-

7

3,28

4,45

1.21

Endi

ng b

alan

ce a

s of

Dec

embe

r 31,

200

5

6,

090,

749,

424.

00

1

0,24

9,35

2.11

(2

,803

,105

,284

.71)

(

18,5

88,0

60.1

7)

(24

,922

,881

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2

12,0

87,7

04.0

5 1,

508,

128,

916.

81

4,97

4,59

9,17

0.31

Statements Of Changes In Shareholders’ Equity (Continued)

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Statements Of Cash Flows

Hemaraj Land And Development Public Company Limited And Its Subsidiaries For the years ended December 31, 2006 and 2005

(Unit : In Baht)

The accompanying notes to financial statements are an integral part of these statements.

CASH FLOW FROM OPERATING ACTIVITIES

Net profits 1,190,766,214.91 636,833,772.82 1,190,766,214.91 636,833,772.82

Adjustments to reconcile net profit to net cash

provided by (used in)

Allowance for doubtful accounts 1,124,214.39 1,041,056.92 20,218.20 459,672.00

Share of profits from investments for using

the equity method - subsidiaries companies - - (316,143,723.99) (269,215,072.52)

Share of profits (losses) from investments

for using the equity method - associated

companies 4 (24,315,307.56) (960,339.31) (24,315,307.56) (960,339.31)

Loss on investment revaluation - 717,000.00 - -

Gain on exchange rate - (477,477.89) - (477,477.89)

Gain from sales of equipments (371,875.87) (448,483.39) (273,746.03) (160,737.47)

Gain from sales of investments (9,231,546.15) (23,012,815.81) (9,231,546.15) (23,012,815.81)

Depreciation and amortization 83,938,726.54 73,731,334.68 13,665,479.41 15,270,221.98

Loss on written off withholding tax

and value added tax 4,547,575.40 - 3,774,163.16 -

Reversal of provision for maintenance 2,682,830.00 - 2,682,830.00 -

Gain from debt compromise 18 (86,425,205.46) - (86,425,205.46) -

Increase in estimated loss from lawsuit - 18,000,000.00 - 18,000,000.00

Income from increase of salable area 22 (55,604,501.77) - (55,604,501.77) -

Adjustment of loss on decline in value of

real estate development cost 12 (44,654,950.00) - (44,654,950.00) -

Realization of deferred leasehold right income (1,372,507.54) (1,372,507.54) - -

Net profit of minority interests 59,354,856.96 81,261,310.44 - -

1,120,438,523.85 785,312,850.92 674,259,924.72 376,737,223.80

Decrease (increase) in operating assets :

Account receivables - related parties 421,302.28 (1,913,782.19) (1,027,200.00) (1,491,438.76)

Account receivables - other parties (25,836,452.98) (146,614,903.15) 13,224,624.83 (168,433,623.65)

Unbilled completed works (1,102,873,181.30) - (1,328,682,372.02) -

Cost of real estate developments (1,173,623,512.46) (514,106,824.98) (125,041,988.72) (212,988,371.41)

Other current assets 12,766,710.06 6,879,419.98 17,967,175.16 3,792,715.49

Land deposits 15,031,843.75 - 15,031,843.75 -

Other non - current assets (31,296,011.50) 18,738,366.61 5,735,336.18 6,624,370.02

Increase (decrease) in operating liabilities :

Trade account payables - related parties 1,435,311.91 341,914.22 (1,420,870.12) 1,630,680.00

Trade account payables - others 19,163,684.85 36,003,175.61 (17,911,381.15) 33,504,588.19

Unearned income and income received advance 7,198,930.14 (238,226,922.47) (15,260,858.31) (216,577,774.52)

Accrued interest expenses (847,232.88) (4,391,438.31) 4,110,438.36 732,054.79

Other account payables (1,894,702.78) (9,181,932.02) 200,000.00 (255,873.10)

Accrued income tax 209,469,782.69 7,218,007.25 167,645,729.31 4,941,562.48

Accrued specific business tax and transfer fee 67,178,623.41 16,579,708.09 63,740,146.13 27,588,441.55

Other current liabilities (8,881,035.95) 35,323,897.28 (24,879,114.11) 20,504,606.88

Retention payables 49,735,654.24 10,778,717.30 28,474,651.86 17,938,001.49

Guarantee payable (1,888,728.50) 16,972,036.83 68,600.00 (746,400.00)

Other non - current liabilities (4,169,298.54) 1,895,847.51 (3,669,559.48) 6,101,614.65

Net Cash Used in Operating Activities (848,469,789.71) 21,608,138.48 (527,434,873.61) (100,397,622.10)

CONSOLIDATED THE COMPANY ONLY

Note 2006 2005 2006 2005

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Annual R

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Statements Of Cash Flows (Continued)

Hemaraj Land And Development Public Company Limited And Its Subsidiaries For the years ended December 31, 2006 and 2005

(Unit : In Baht)

The accompanying notes to financial statements are an integral part of these statements.

CASH FLOWS FROM INVESTING ACTIVITIES

(Increase) decrease in current investments in

marketable securities 64,258,056.00 (110,402,400.00) 64,258,056.00 (110,402,400.00)

(Increase) decrease in short - term loans and

advance to related parties (8,075,001.21) (2,928,978.02) (621,477,120.56) (98,539,045.79)

Increase in investments for using the equity method (50,000,000.00) (274,999,970.00) (163,837,395.00) (271,632,598.74)

Decrease in other long term investment 32,500,000.00 - 32,500,000.00 -

(Increase) decrease in long - term loans

to other party 12,264,871.47 (587,835.36) 537,835.37 (587,835.36)

Cash received from sales of the

investments in securities - 127,660,839.96 - 127,660,839.96

Dividend received from subsidiary companies - - 160,143,926.00 281,439,876.80

Cash received from sales of buildings and equipments 383,177.57 96,157,173.69 285,046.73 559,882.02

Increase in buildings and equipments (150,753,964.49) (94,954,388.50) (7,171,608.08) (20,156,337.47)

Increase in assets for rent (19,964,749.63) (28,315,790.67) - (139,827.60)

Increase in sinking fund (6,956,176.77) (2,152,513.02) - -

Net Cash Used in Investing Activities (126,343,787.06) (290,523,861.92) (534,761,259.54) (91,797,446.18)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in bank overdrafts

and short-term loans from financial institutions (244,750,000.00) 234,330,763.20 5,250,000.00 85,000,000.00

Cash repaid to debt under conpromising agreement (156,095,342.49) - (156,095,342.49) -

Increase (decrease) in short - term loans and

advance from related parties (5,241,424.66) (7,998,057.39) 4,460,534.63 (6,006,562.60)

Increase (decrease) in long - term loans

from related party - - (100,000.00) 78,749,750.00

Increase (decrease) in long - term loans

from related persons (6,400,000.00) (14,229,001.01) - -

Increase in other long - term loans 1,164,095,480.66 486,386,356.24 753,800,000.00 380,200,000.00

Proceeds from exercise of warrants 833,768,394.08 73,284,451.21 833,768,394.08 73,284,451.21

Cash paid for dividend (509,569,430.06) (333,187,445.17) (509,569,430.06) (333,187,445.17)

Dividend paid to minority interest (40,096,074.00) (82,960,123.20) - -

Cash received from minority interest 95.00 35.00 - -

Net Cash Provided by (Used in)

Financing Activities 1,035,711,698.53 355,626,978.88 931,514,156.16 278,040,193.44

Adjustments from financial statement translations (2,970,838.87) 2,232,431.25 - -

Increase (decrease) in cash and cash equivalents, net 57,927,282.89 88,943,686.69 (130,681,976.99) 85,845,125.16

Cash and cash equivalents, beginning of years 1,061,545,698.98 972,735,009.14 793,180,630.68 707,334,496.20

Cash at banks pledged as collateral, beginning of years 30,446,907.96 30,313,911.11 22,967,276.00 22,968,285.32

Cash at banks pledged as collateral,

end of years 5 and 28 (48,000.00) (30,446,907.96) - (22,967,276.00)

Cash and cash equivalents, end of years 5 1,149,871,889.83 1,061,545,698.98 685,465,929.69 793,180,630.68

CONSOLIDATED THE COMPANY ONLY

Note 2006 2005 2006 2005

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Statements Of Cash Flows (Continued)

Ann

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Hemaraj Land And Development Public Company Limited And Its Subsidiaries For the years ended December 31, 2006 and 2005

(Unit : In Baht)

The accompanying notes to financial statements are an integral part of these statements.

OPERATING ACTIVITIES, INVESTING ACTIVITIES AND

FINANCING ACTIVITIES NOT AFFECTING CASH

Revaluation of available-for-sale securities

Decrease in marketable securities 14,794,720.71 30,998,239.94 14,794,720.71 30,998,239.94

Increase in unrealized loss from change in (14,794,720.71) (30,998,239.94) (14,794,720.71) (30,998,239.94)

carrying amount of available-for-sale securities

Increase among cost of real estate developments,

assets for rent, and property, plant and equipment

Increase in cost of real estate developments (56,884,894.92) (188,839,885.22) 12,164,186.21 -

Decrease in assets for rent 53,835,348.82 188,839,885.22 (12,164,186.21) -

Decrease in property, plant and equipment 3,049,546.10 - - -

Offset long-term loan to other party and

long-term loan from related party

Decrease in long-term loan to other party - - 11,727,036.10 -

Decrease in long-term loan from related party - - (11,727,036.10) -

Receivable from sinking fund refund

Increase in accounts receivable -

the Industrial Estate

Authority of Thailand - (133,528,958.98) - (100,427,682.06)

Decrease in sinking fund - 133,528,958.98 - 100,427,682.06

Decrease in investment in associated company

from its book value decrease at acquired date

Decrease in investments in associated company 10,250,000.00 - 10,250,000.00 -

Decrease in promissory note (10,250,000.00) - (10,250,000.00) -

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS

INFORMATION

Cash paid during the years for :

Interest expenses 167,912,646.89 115,662,576.99 51,955,895.10 14,927,628.50

Income tax expenses 86,004,337.06 35,653,357.58 48,569,764.11 7,235,945.94

CONSOLIDATED THE COMPANY ONLY

Note 2006 2005 2006 2005

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Notes to Financial Statements

Hemaraj Land And Development Public Company Limited And Its Subsidiaries For the years ended December 31, 2006 and 2005

Annual R

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1. GENERAL INFORMATION On August 15, 1988, Hemaraj Land and Development Public Company Limited (“the Company”) was incorporated under the

Civil and Commercial Code of Thailand and was subsequently listed on the Stock Exchange of Thailand and transformed

as a Public Company Limited on July 10, 1992 and July 12, 1993, respectively.

The Company, which is the parent company of Hemaraj Group, operates its business as a real estate developer as

follows:

1. Industrial estate development projects located in the Eastern Seaboard of Thailand. The projects are operating under

the joint operation agreements with the Industrial Estate Authority of Thailand (“IEAT”), in the names of the Company

and its 3 subsidiaries as follows:

Company Name Industrial Estate Site Location

Hemaraj Land and Development Plc. Hemaraj Chonburi Sriracha district, Chonburi province

Eastern Industrial Estate Co., Ltd. Hemaraj Eastern (Map Ta Phut) Muang district, Rayong province

Eastern Seaboard Industrial Estate Eastern Seaboard (Rayong) Pluak Daeng district, Rayong province

(Rayong) Co., Ltd.

Hemaraj Eastern Seaboard Industrial Hemaraj Eastern Seaboard Pluak Daeng district,Rayong province

Estate Co.,Ltd.

2. A condominium for sale being developed under the Company’s name is called “The Park of Chidlom”, which located at

Chidlom Road, Bangkok.

3. Service business related to the mentioned industrial estates consisting of service providing for public utilities, prefabricated

factory for sale and lease, land rental, commercial plaza rental, pipe rack rental in Industrial Estates, building contractor

and others.

Hemaraj Group’s head office is located at 18th floor, UM Tower, 9 Ramkhamhaeng Road, Suanluang subdistrict, Suanluang

district, Bangkok, Thailand 10250.

As at December 31, 2006 and 2005, Hemaraj Group employs 242 and 199 staffs, respectively.

2. BASIS OF CONSOLIDATED FINANCIAL STATEMENT PRESENTATION 2.1Basisforpreparationandpresentationoffinancialstatements

The consolidated and company financial statements have been prepared in accordance with Thai generally accepted

accounting principles under the Accounting Act B.E. 2543, being those Thai Accounting Standards issued under the

Accounting Profession Act B.E. 2547, and the financial reporting requirements of the Securities and Exchange Commission

under the Securities and Exchange Act B.E. 2535.

The Company’s financial statements are prepared in the Thai language as required by Thai law, and translated into

English for the convenience of a reader of the financial statements.

Certain amounts in the 2005 financial statements have been reclassified to conform to the 2006 financial statement

presentation, without effect on previously reported net profit and shareholders’ equity.

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2.2Basisforpreparationandpresentationofconsolidatedfinancialstatements

The consolidated accounts incorporate the accounts of the Company and its majority owned directly or indirectly in

subsidiaries (over 50 % of their paid-up capital).

All subsidiaries were registered and incorporated in Thailand except H-International (BVI) Company Limited and Hemaraj

International Limited which were incorporated in British Virgin Islands and Cayman Islands, respectively.

In addition, the consolidated and the Company’s financial statements for the year ended December 30, 2006 and 2005,

include share of profits (losses) from associated companies as follows:

MILLION BAHT

2006 2005

Elyo-H Facilities Management Limited * 2.30 2.14

SIL Industrial Land Company Limited ** 23.86 (1.02)

Glow Hemaraj Energy Company Limited ** (1.84) (0.16)

Total 24.32 0.96

* Based on the information from the financial statements which were provided by the management and were not

audited by an auditor.

** Based on the information from the financial statements which were audited by other auditor.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1 The Measurement Bases Used in Preparing the Financial Statements Other than those disclosed in other topics, significant accounting policies and other notes to the financial statements,

the financial statements are prepared on the historical cost basis.

3.2 Cash and Cash Equivalents Cash and cash equivalents represent cash on hand and at banks, and temporary investments net of cash at banks

pledged as collateral.

3.3 Current Investments Available-for-sale securities consist of investments in marketable securities, which are stated at fair value (net of allowance

for investments revaluation).

Gain (loss) on investment revaluation is included in the equity.

3.4 Trade Account Receivables and Allowance for Doubtful Accounts Trade account receivables represent real estate sale contract receivables under contract price, net of installments received

and deferred income. Public utilities service receivables are presented net of allowance for doubtful accounts.

Allowance for doubtful accounts is based on receivables which are overdue by more than 90 days.

3.5 Cost of Real Estate Developments Cost of real estate developments consists of land costs, development costs, pre-fabricated factory costs, condominium

construction costs, and interest expenses on loans for projects development, pre-fabricated factory, condominium

construction, land deposits and advances for construction costs. These costs are transferred to cost of sales when

revenue from sales is recognized.

Cost of real estate developments is stated at the lower of cost or net realizable value.

Loss on projects revaluation is included in the statements of income.

3.6 Capitalization of Borrowing Costs The Company and its subsidiaries have accounting policy to record interest expenses and fees on long-term loans and

loan from related persons for development projects by capitalizing to cost of real estate developments. The capitalization

will be suspended or ceased when the development projects are interrupted or completed.

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3.7 Investments and Loans

Investments

A. Investments in subsidiary and associated companies are recorded by using the equity method.

B. Other investments represent investments in related and other companies which are stated at cost net of provision

for impairment loss.

Impairment loss on other investments is included in the statements of income.

Loans

The Company and its subsidiaries have recorded allowance for doubtful debts by using uncollectible amounts, based

on a review of the current financial status and the repayment ability. The recognition of interest income is ceased when

overdue of more than 180 days.

3.8 Assets for Rent

Land for rent is stated at cost. Assets for rent, excepted land, are stated at cost less accumulated depreciation.

Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 15 years for pipe

rack and 20 years for building. No depreciation is provided for land for rent.

3.9 Property, Plant and Equipment

Land is stated at cost. Property, plant and equipment are stated at cost less accumulated depreciation and provision

for impairment loss. Motor vehicles under financial lease are stated at fair value less accumulated depreciation.

Depreciation is computed by the straight-line method over the estimated useful lives of the assets of 5 years for

equipment and 20 years for building and structures. No depreciation is provided for land.

3.10 Leasehold Right and Land Held for Commercial Purposes

Leasehold right and land held for commercial purposes consist of land leasehold right, land costs, development

costs and capitalized interest on loans for undeveloped projects and projects which were temporarily suspended from

development.

Leasehold land and land held for commercial purposes are stated at the lower of cost or net realizable value.

Loss on projects revaluation is included in the statements of income.

3.11 Sinking Fund

The Company and its subsidiaries have recorded a fund for the major maintenance and replacement of utilities systems

and facilities for the customers in the industrial estate, under the joint operating agreements with the Industrial Estate

Authority of Thailand (“IEAT”) to be Deferred Sinking Fund and has recorded amortization to be cost of services by

the straight-line method over 20 years of useful lives.

3.12 Deferred Interest Expense on Hire-Purchase Agreement

Deferred interest expense on hire-purchase agreement, which is amortized according to the effective rate, presented

net from hire-purchase payable.

3.13 Impairment of Assets

The Company and its subsidiaries have evaluated the impairment of properties, plant and equipment and other assets

when the event is occurred or there is the situational change, which indicates that the recoverable amount of assets

will be lower than their book value. The Company and its subsidiaries will recognize the loss from impairment as an

expense in the statements of income.

3.14 Unearned Income and Income Received in Advance

Unearned income and income received in advance represents the amounts received from real estate and condominium

sales contracts, in excess of the revenue recognized by using the percentage of completion method, and from utilities

and rental income received in advance.

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3.15 Deferred Leasehold Right Income

Deferred leasehold right income represents leasehold right received from rental of land, building and pipe rack, and

is recognized as revenue over the period of rental contract.

3.16 Revenue and Expense Recognition

Other than those disclosed in other topics, the policy of the Company and its subsidiaries on revenue and expense

recognition are as follows:

A. Recognition of Revenue and Cost of Land Sales

Revenue from land sales are recognized upon signing of contract and receiving of installments by the percentage

of completion method, using the ratio of actual development costs incurred to total estimated development costs

for each projects excluding land cost. Cost of sales is calculated from the realized sales contracts based on the

ratio of total estimated project costs to total estimated project sales of each projects.

Total estimated costs and sales of each project shall be revised when there are significant changes in the estimated

costs and expected sales price of each project.

B. Recognition of Revenue and Cost of pre-fabricated Factory Sales

Revenue and cost of pre-fabricated factory sales are recognized upon signing of sales contract.

C. Recognition of Revenue and Cost of Condominium Sales

The Company recognizes the revenue and cost of condominium sales by the percentage of completed work

which is based on the proportion of actual costs (excluding cost of land) to the total estimated costs which are

estimated by the Company’s engineer advisor. The Company recognizes revenue when sales contracts have been

executed not less than 40% of the area opened for sales and collection received exceeds 20% of each contract

value, and the progress of completed construction work is more than 10%.

D. Recognition of Income and Cost of Services

Income and cost of services are recognised on the accrual basis. Service income represents income received

from providing of public utilities, potable water, raw water and reused water, waste water treatment processing,

additional work in building construction and rental services in respect of land, commercial plaza, warehouse,

factory, resident and pipe rack to the Industrial Estate, training center and business center. Cost of services

represents cost incurred from providing of such services.

Revenue and cost from mini and micro pre-fabricated factory construction are recognized upon signing of contract

and receiving of installments by the percentage of completion method.

The recognition of income from public utilities service is ceased when the customers cease their business operations

and have payment difficulties.

E. Gain from Compromising Debt

The Company has recorded the difference between the aggregate amount of debt and related accrued interest

expenses, which have been compromised under the Restructuring Agreements, as revenue in the statements of

income in full after the execution of the Restructuring Agreement.

F. Other Incomes and Expenses.

Other incomes, selling and administration expense, interest expense and other expenses are recognized on the

accrual basis.

3.17 Accounts in Foreign Currency

A. The financial statements of our overseas subsidiary company are translated into Baht for consolidation purposes

using rates of exchange as follows:

A.1 Assets and liabilities are translated at the average selling and purchasing price of exchange rate at the end

of the year.

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A.2 Revenues and expenses are translated at the average selling and purchasing price of exchange rate at the

end of each month.

A.3 Share capital is translated at the exchange rate on the transaction date.

Currency translation differences of foreign financial statements are included under shareholders’ equity.

B. Other foreign currency transactions occurring during the year are converted into Baht at the rates prevailing on

the dates of the transactions. Assets and liabilities at the end of the year are converted into Baht at the rates of

exchange on that date.

Gain and loss on exchange rate is included in the statements of income.

3.18 Corporate Income Tax Corporate income tax is recognized on the accrual basis.

3.19 Earnings per Share Basic earnings per share is computed by dividing net profit attributable to ordinary shareholders for the year by the

weighted average number of ordinary shares paid up and issued during the year.

Diluted earnings per share is computed by dividing net income attributable to ordinary shareholders for the year, as

adjusted for the effect of dilutive ordinary shares, by the weighted average number of ordinary shares paid up and

issued during the year plus the number of dilutive ordinary shares.

4. TRANSACTIONS WITH RELATED PARTIES The Company has certain transactions with its related parties. Significant inter-company transactions are eliminated from

the consolidated financial statements. Such transactions, which have been concluded on the term and the basis agreed

between the relevant parties.

Enterprises that directly or indirectly through one or more intermediaries, control, or under common control with the Company

by through same shareholders and co-directors as at December 31, were as follows:

PERCENTAGE OF HOLDING

COMPANY NAME TYPE OF BUSINESS RELATIONSHIP 2006 2005

Subsidiary Companies Eastern Industrial Estate Industrial Estate Development Common shareholders 99.99 99.99

Company Limited and co-directors

Eastern Seaboard Industrial Estate Industrial Estate Development ” 60.00 60.00

(Rayong) Company Limited

Hemaraj Eastern Seaboard Industrial Estate Development ” 99.99 99.99

Industrial Estate Company Limited

Eastern Pipeline Services Pipe Rack Rental ” 99.99 99.99

Company Limited

H-International (BVI) Company Limited Holding Company ” 100.00 100.00

Hemaraj International Limited Holding Company ” 100.00 100.00

H-Construction Management and Design and Construction ” 99.99 99.99

Engineering Company Limited Supervision Service

The Park Residence Company Limited Real Estate Development ” 99.99 99.99

and Service Management

Hemaraj Water Company Limited Water Resources Development ” 99.99 99.99

and Management

SME Factory Company Limited Sale and Lease of Factory ” 99.99 99.99

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PERCENTAGE OF HOLDING

COMPANY NAME TYPE OF BUSINESS RELATIONSHIP 2006 2005

Associated Companies

Elyo-H Facilities Management Limited Facilities Management Service Common shareholders 39.99 39.99

and co-directors

Glow Hemaraj Energy Electricity and ” 49.99 49.99

Company Limited Power Generation

SIL Industrial Land Company Limited Industrial Estate development ” 25.00 25.00

Rayong Industrial Land Industrial Estate development ” 25.00 25.00

Company Limited

Related Companies

Sriracha Harbor Public Port Service and Common shareholder 6.40 6.40

Company Limited Transportation and co-directors

Sun Tech Group Public Agriculture and Common directors - -

Company Limited Scrap Steel Business

Eastern Fluid Transport Pipe Rack Maintenance ” 15.00 15.00

Company Limited

Steel Top Company Limited Steel Manufacturer ” - -

and Distributor

Metal Star Company Limited Steel Manufacturer Relationship with

and Distributor directors

Siam Food Products Public Processing Agriculture Co-investors - -

Company Limited Producer

Teo Hong Silom Company Limited Facilities Management Service ” - -

Cementhai Property (2001) Holding Company ” - -

Public Company Limited

Cementhai Holding Company Limited Holding Company ” - -

Glow Energy Public Company Limited Energy ” - -

Tractebel Asia Company Limited * Energy ” - -

Related Person - Directors and - -

shareholders

* Changed from former co-investor, Elyo South Asia PTE.Ltd. to Tractebel Asia Company Limited.

Page 48: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

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As at December 31, balances with related parties, which were shown in the balance sheets, were as follows:

Assets

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY INTERCOMPANY TERM

2006 2005 2006 2005

Short - term loans and advance to related parties:Subsidiary companies:

Eastern Industrial Estate Company Limited - - 227,573 260,139 MLR, MLR + 1%

Eastern Seaboard Industrial Estate

(Rayong) Company Limited - - 38,915 51,382 5%-10% of contract price

and 5% of service

income received

Hemaraj Eastern Seaboard Industrial

Estate Company Limited - - 1,013,038 343,149 MLR, MLR + 1%

Eastern Pipeline Services Company Limited - - 15,931 91,176 MLR, MLR + 1%

H-Construction and Engineering Company Limited - - - 14,238 MLR, MLR + 1%

Hemaraj Water Company Limited - - 75,032 7 MLR, MLR + 1%

SME Factory Company Limited - - 3,011 6 -

Associated companies :

Elyo-H Facilities Management Company Limited 2,328 2,182 2,328 2,182 MLR, MLR + 1%

SIL Industrial Land Company Limited 10,552 2,839 10,552 2,839 5% of service income

received and MLR -1%

Rayong Industrial Land Company Limited 303 87 303 87 5% of service income received

Related company :

Sriracha Habor Public Company Limited* 11,355 11,355 11,355 11,355 Rate mutually agreed

between both parties

Total 24,538 16,463 1,398,038 776,560

Less Allowance for doubtful debts (11,355) (11,355) (11,355) (11,355)

Total 13,183 5,108 1,386,683 765,205

* The Company provided the provision for doubtful debt in full amount as the Company’s basis. This company entered into the

Business Reorganization Plan under the Bankruptcy Court, and now is under the process of the Business Reorganization

Plan. The Company has not yet adjusted the provision for the receivable under the Business Reorganization Plan and

will adjust accordingly when obtaining the settlement from it as the Plan.

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Balance of assets with related parties and its movement for the year ended December 31, 2006 were as follows:

THOUSAND BAHT

As of 31st During the period As of 31st

December, 2005 Increase Decrease December, 2006

Consolidated

Short - term loans and advance to related parties:

Associated companies 5,108 8,400 325 13,183

Related companies 11,355 - - 11,355

Total 16,463 8,400 325 24,538

Less Allowance for doubtful debts (11,355) - - (11,355)

Net 5,108 8,400 325 13,183

The Company Only

Short - term loans and advance to related parties:

Subsidiary companies 760,097 1,039,200 425,797 1,373,500

Associated companies 5,108 8,400 325 13,183

Related companies 11,355 - - 11,355

Total 776,560 1,047,600 426,122 1,398,038

Less Allowance for doubtful debts (11,355) - - (11,355)

Net 765,205 1,047,600 426,122 1,386,683

Liabilities

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY INTERCOMPANY

2006 2005 2006 2005 COST POLICY

Short - term loans and advance

from related parties:

Subsidiary companies :

Eastern Industrial Estate Company Limited - - - 33,101 -

Eastern Seaboard Industrial Estate

(Rayong) Company Limited - - 56,018 18,456 -

Associated company :

Glow Hemaraj Energy Company Limited 26,800 - - - -

Related company :

Siam Food Products Public

Company Limited - 32,041 - - 4.5% and 5.25%

Total 26,800 32,041 56,018 51,557

Long - term loans from related party:

Subsidiary company :

H-International (BVI) Company Limited - - 1,153,196 1,276,110 -

Long - term loans from related persons:

Current portion of long-term loans 6,400 6,400 - - MLR

Long-term loans - 6,400 - - -

Total 6,400 12,800 - - -

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Balance of Liabilities with related parties and its movement for the year ended December 31, 2006 were as follows:

THOUSAND BAHT

As of 31st During the period As of 31st

December, 2005 Increase Decrease December, 2006

Consolidated

Short - term loans and advance from related parties 32,041 27,619 32,860 26,800

Long - term loans from related persons 12,800 - 6,400 6,400

The Company Only

Short - term loans and advance from related parties:

Subsidiary companies 51,557 88,790 84,329 56,018

Long - term loans from related party:

Subsidiary company 1,276,110 - 122,914 1,153,196

The significant transactions with related parties for the years ended December 31, were as follows:

MILLION BAHT

CONSOLIDATED THE COMPANY ONLY INTERCOMPANY

2006 2005 2006 2005 COST POLICY

Service income 2.61 1.32 1.62 0.33 Market price

Interest income 0.57 0.89 69.97 36.81 MLR - 1% to

MLR + 1%

Commission and 9.97 2.38 70.15 67.19 5% - 10% of

Management Income contract price and

5% of service

income received

Cost of service 9.07 8.50 1.52 1.34 Market price

Interest expenses 8.02 0.92 - - 4.5% and 5.25%

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1.44

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(1) 74.99% directly held by the Company and 25% indirectly held by Eastern Industrial Estate Company Limited.

During the third quarter of 2006, the Company and Eastern Industrial Estate Company Limited had paid the share capital

increase to Eastern Pipeline Services Company Limited in the total amount of Baht 96.25 million.

(2) H-International (BVI) Company Limited was registered in the British Virgin Islands (US. currency is used for business

operation).

(3) Hemaraj International Limited was registered in the Cayman Islands (US. currency is used for business operation). The

Company obtained the information from the financial statements which were prepared by the subsidiary’s management

and were not audited by an auditor. Nevertheless, its total assets and net profit presented in the financial statements

were immateriality to the consolidated financial statements.

(4) During the fourth quarter of 2006, the Company had paid up the existing share capital and the share capital increase

to H-Construction and Engineering Company Limited in the amount of Baht 16.90 million.

(5) During the second quarter of 2006, the Company had paid up the existing share capital and the share capital increase

to Hemaraj Water Company Limited in the amount of Baht 24.75 million.

(6) During the first quarter of 2006, the Company had paid the share capital increase to Glow Hemaraj Energy Company Limited

in the amount of Baht 50 million in respect of share increasing to maintain the existing proportion of shareholding.

(7) During 2005, the Company acquired 25% investment from the shareholders’ equity in the amount of Baht 1,000 million

presented in the Proforma Balance Sheet as of April 30, 2005 which was regularly prepared by the management of SIL

Industrial Land Company Limited. Later, the Company obtained the reviewed financial statements as of April 30, 2005

reviewed by other auditor which presented the shareholders’ equity in the amount of Baht 915.10 million. The discrepancy

of the shareholders’ equity was adjusted to decrease the investment in that company in the second quarter of 2006.

(8) 25% directly held by the Company in SIL Industrial Land Company Limited that has held 99.99% in Rayong Industrial

Land Company.

Other long-term investments - related parties, net

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Investments in related parties

Sriracha Harbor Public Company Limited 75,300 75,300 75,300 75,300

Eastern Fluid Transport Company Limited 1,500 1,500 - -

Total 76,800 76,800 75,300 75,300

Less Provision for impairment loss on investments (75,300) (75,300) (75,300) (75,300)

Other Long-term Investments - Related Parties, net 1,500 1,500 - -

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5. CASH AND CASH EQUIVALENTS For the purpose of preparation of the statements of cash flows in accordance with the relevant Thai Accounting Standard,

as of December 31, cash and cash equivalents consisted of:

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Cash and deposits at financial institutions 1,149,830 761,520 685,450 493,180

Current investments

- Time deposits 90 330,473 16 322,968

Less Cash at banks pledged as collateral and

deposits with maturity dates longer than 3 months (48) (30,447) - (22,968)

Cash and Cash Equivalents 1,149,872 1,061,546 685,466 793,180

6. TRADE ACCOUNT RECEIVABLES, NET As of December 31, trade account receivables, net consisted of:

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Related parties

Service receivables

Accrued service income 7,406 7,827 1,027 -

Less Allowance for doubtful accounts (7,405) (7,405) - -

Trade Account Receivables -

Related Parties, net 1 422 1,027 -

Other parties

Service receivables

Accrued service income 102,517 67,461 25,071 26,418

Less Allowance for doubtful accounts (20,045) (20,575) (17,154) (17,593)

Service receivables, net 82,472 46,886 7,917 8,825

Real estate sales contracts receivables

Total value of contracts signed 22,665,684 20,070,362 7,523,753 6,720,596

Installments due 18,387,496 16,587,290 4,190,735 3,724,963

Less Installments received (18,380,177) (16,569,097) (4,190,446) (3,712,337)

Installments receivables, net 7,319 18,193 289 12,626

Trade Account Receivables -Other Parties, net 89,791 65,079 8,206 21,451

Page 54: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

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As at December 31, unbilled completed work and unearned income comprised:

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Accumulated amount recognised as revenue on

percentage of completion basis 20,001,802 17,108,653 5,669,546 3,866,865

Less Installments due (18,387,496) (16,587,290) (4,190,735) (3,724,963)

Net 1,614,306 521,363 1,478,811 141,902

The balance comprises :

Unbilled completed work 1,736,416 633,543 1,485,488 156,806

Unearned income (122,110) (112,180) (6,677) (14,904)

Net 1,614,306 521,363 1,478,811 141,902

For the allowance for doubtful accounts of related party receivables and other parties, which obtain facility services in the

industrial estate, are provided and charged by the Company. With the economic crisis in 1997 in Thailand, these companies

have encountered with operation problem and the Company provided the provision for doubtful debt in full amount as the

Company’s basis. Consequently, these companies entered into the Debt Restructure under CDRAC or Business Reorganization

Plan under the Bankruptcy Court. The Company has not yet adjusted the provision for these receivables under the Business

Reorganization Plan until obtaining the settlement as the Plan or debt restructure from each receivable.

As of December 31, the real estate sales contracts receivables and accrued service income classified by aging were as

follows:

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Real estate sale contracts receivables

Not yet due 7,030 - - -

Less than 3 months - 18,193 - 12,626

Over 3 months to 12 months 188 - 188 -

Over 12 months 101 - 101 -

Total Real Estate Sale

Contracts Receivables 7,319 18,193 289 12,626

Accrued service income

Less than 3 months 82,472 46,851 7,917 8,825

Over 3 months to 6 months 20 495 7 460

Over 6 months to 12 months 7 221 7 -

Over 12 months 20,018 19,894 17,140 17,133

102,517 67,461 25,071 26,418

Less Allowance for doubtful accounts (20,045) (20,575) (17,154) (17,593)

Accrued service income, net 82,472 46,886 7,917 8,825

Trade Account Receivables - Other Parties, net 89,791 65,079 8,206 21,451

Page 55: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

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7. UNEARNED INCOME AND INCOME RECEIVED IN ADVANCE As of December 31, unearned income and income received in advance consisted of:

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Unearned income

Land and condominium sale contracts 7,128,177 8,638,527 146,602 301,896

Less Installments received (6,427,002) (8,461,884) (134,459) (152,838)

Installments receivables 701,175 176,643 12,143 149,058

Less Deferred income (823,285) (288,823) (18,820) (163,962)

Unearned income (122,110) (112,180) (6,677) (14,904)

Income received in advance – Service and Rental (12,121) (14,852) (2,224) (9,258)

Total Unearned Income and

Income Received in Advance (134,231) (127,032) (8,901) (24,162)

8. COST OF REAL ESTATE DEVELOPMENTS, NET As at December 31, cost of real estate developments, net consisted of:

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Land cost under developments 6,589,241 5,907,204 1,643,313 1,638,598

Project development costs 9,217,820 7,519,804 2,635,531 1,834,072

Capitalized interest expenses 2,225,654 2,097,898 680,965 642,543

Additional utility costs 8,875 8,028 8,400 7,534

Advance for constructions 395,486 123,069 386,337 115,614

Total 18,437,076 15,656,003 5,354,546 4,286,361

Less Accumulated costs transferred to

cost of land sales (11,115,581) (9,621,118) (3,513,233) (2,586,634)

Accumulated costs transferred

to assets for rent (1,057,749) (943,482) (21,104) -

Accumulated costs transferred for

debt settlement (143,838) (143,838) (143,838) (143,838)

Cost of Real Estate Developments, net 6,119,908 4,947,565 1,676,371 1,507,889

Capitalised interest expense for the year ended

December 31 included in cost of real

estate developments 127,757 83,969 32,422 2,944

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Information of cost of real estate developments of Hemaraj Land and Development Public Company Limited, Eastern Industrial

Estate Company Limited, Eastern Seaboard Industrial Estate (Rayong) Company Limited and Hemaraj Eastern Seaboard

Industrial Estate Company Limited is as follow:-

Valuation Stated in the Financial Statements

As at December 31, 2006 and 2005, cost of real estate developments is stated at the lower of cost and net realisable value

for the projects in the same area.

Obligation of Assets as at December 31, 2006 and 2005

The portion of land in the projects of the Company and the subsidiaries has been mortgaged as collateral for loans from

local financial institutions, other companies, related persons and other persons and portion of land has been pledged as

collateral in the court which is in the process of withdrawal.

9. OTHER LONG-TERM INVESTMENTS, NET THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Glow IPP Company Limited

(Formerly : Bowin Power Company Limited) 142,500 175,000 142,500 175,000

Other company 1,000 1,000 - -

Total 143,500 176,000 142,500 175,000

Less Provision for impairment loss on investment (717) (717) - -

Other Long-Term Investments, Net 142,783 175,283 142,500 175,000

In the second quarter of 2006, Glow IPP Company Limited registered to decrease its share capital by 65,000,000 shares at

the par value of Baht 10. The Company received cash from such 3,250,000 shares decreased with the par value of Baht

10, totaling Baht 32,500,000 in the forth quarter of 2006.

Page 57: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

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10. A

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Page 58: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

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Page 59: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

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of s

uch

pos

sess

ive

right

.

Page 60: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

��

Annual R

eport 2006 , H

em

ara

j La

nd

an

d D

eve

lop

me

nt P

ub

lic C

om

pa

ny L

imite

d

12. LEASEHOLD LAND AND LAND HELD FOR COMMERCIAL PURPOSES, NET As at December 31, leasehold land and land held for commercial purposes, net consisted of:

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Land bank 10,201 10,201 10,201 10,201

Land cost of projects suspended

from developments 1,135,711 1,135,711 1,135,711 1,135,711

Suspended development project costs 268,034 268,034 268,034 268,034

Capitalized interest expenses 556,119 556,119 556,119 556,119

Leasehold land 77,077 77,077 77,077 77,077

Total 2,047,142 2,047,142 2,047,142 2,047,142

Less Accumulated costs transferred

for debt settlement (645,413) (645,413) (645,413) (645,413)

Accumulated cost of sales (841,514) (841,514) (841,514) (841,514)

Loss on projects evaluation (234,496) (279,151) (234,496) (279,151)

Leasehold Land and Land Held for

Commercial Purposes, net 325,719 281,064 325,719 281,064

Information of leasehold land and land held for commercial purpose is as follows:-

Valuation Stated in the Financial Statements

In 2006, the leasehold land and land held for commercial purposes have been appraised by an independent appraisal

company which caused surplus from assets appraisal in 2004. The Company recorded the adjustment of loss on decline

in value of real estate development cost amounting to Baht 44.65 million in statements of income for the year then ended

December 31, 2006.

Obligation of Assets as at December 31, 2006 and 2005

Portion of land in the projects of the Company and the subsidiaries has been mortgaged as collateral for loans from local

financial institutions.

13. SINKING FUND, NET

As disclosed in the Note 29 to the financial statements, the Company and its subsidiaries had entered into the joint operating

agreements with the Industrial Estate Authority of Thailand (“IEAT”). The Company and its subsidiaries are committed to be

a provider and to set up a fund (“Sinking Fund”) for major maintenance and replacement of utilities systems and facilities for

the customers in the industrial estate. The Company and its subsidiaries had made the payment by cash and by transferring

of partial piece of land for the Sinking Fund, and in addition, the Company and its subsidiaries had transferred the withdrawal

rights over the Sinking fund to IEAT per the terms and conditions of such agreements. The Company and its subsidiaries

have recorded the cash paid and land transferred to IEAT for the fund under Sinking Fund accounts. The amortization period

of 20 years is applied on the useful future economic life of Sinking Fund under the joint contract agreements with IEAT.

On March 29, 2005, the Company and another subsidiary had provided the amendment of the agreement with IEAT resulting

in a decrease in the Sinking Fund in amount of Baht 99.55 million and 32.77 million, respectively.

Page 61: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

�0

Ann

ual R

epor

t 200

6 ,

He

ma

raj

La

nd

an

d D

eve

lop

me

nt

Pu

blic

Co

mp

an

y L

imit

ed

As at December 31, sinking fund, net consisted of:

THOUSAND BAHT

CONSOLIDATED THE COMPANY ONLY

2006 2005 2006 2005

Sinking Fund 282,339 275,383 151,955 151,955

Less Refund of Sinking Fund from IEAT (132,318) (132,318) (99,550) (99,550)

Sinking Fund balance 150,021 143,065 52,405 52,405

Less Accumulated amortization (84,464) (80,830) (26,542) (25,077)

Sinking Fund, net 65,557 62,235 25,863 27,328

14. SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS

Short-termloansfromlocalfinancialinstitutions

As at December 31, 2006 and 2005, the Company and its subsidiary have short-term loans from local financial institutions

amount of Baht 380 million and Baht 635 million (The Company Only in the amount of Baht 380 million and Baht 385 million),

respectively. Its interest rate is charged at 6.15% and 6.00% per annum (2005: 4.50%, 4.25% and 3.00% per annum)

Bank overdraft

As at December 31, 2006, the Company and its subsidiaries have overdraft credit limit from local financial institutions in the

amount of Baht 140 million. The interest rate is charged at MOR and MOR+0.50% per annum. Such overdraft is guaranteed

by the mortgage portion of land in the projects of real estate development of the Company and its subsidiaries.

15. LONG-TERM LOANS FROM RELATED PARTY

As at December 31, 2006, the Company had loans from H-International (BVI) Company Limited, an oversea subsidiary,

amounting to USD 22.46 million and Baht 339.42 million (2005 : USD 22.48 million and Baht 350.45 million) which did not

have the maturity date and the interest charge.

Page 62: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

��

Annual R

eport 2006 , H

em

ara

j La

nd

an

d D

eve

lop

me

nt P

ub

lic C

om

pa

ny L

imite

d

16. L

ON

G-T

ERM

LO

AN

S FR

OM

REL

ATED

PER

SON

S

Ea

ster

n Se

aboa

rd In

dust

rial E

stat

e (R

ayon

g) C

ompa

ny L

imite

d

A

s at

Dec

emb

er 3

1, lo

ng-t

erm

loan

s fro

m re

late

d p

erso

ns c

onsi

sted

of:

Loan

con

ditio

n

B

alan

ces

C

redi

t lin

e

Inte

rest

pay

men

t (M

illio

n B

aht)

(M

illio

n B

aht)

Cre

dit p

erio

d

P

rinci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

06

2005

1.

25

Janu

ary

2003

-

Qua

rter

ly in

stal

lmen

t, B

aht 1

.25

mill

ion

each

. E

nd o

f mon

th

MLR

of

Dec

emb

er 2

008

Kas

ikor

nban

k P

lc.

5.0

0 10

.00

2.

7 Ja

nuar

y 20

03 -

Q

uart

erly

inst

allm

ent,

Bah

t 0.3

5 m

illio

n ea

ch.

End

of m

onth

M

LR o

f

Dec

emb

er 2

008

K

asik

ornb

ank

Plc

.

1.4

0 2.

80

To

tal

32

6.

40

12.8

0

Le

ss

Cur

rent

por

tion

of lo

ng-t

erm

loan

from

rela

ted

per

sons

(6

.40)

(6

.40)

Long

-ter

m lo

an fr

om re

late

d p

erso

ns, n

et

-

6.40

A

sub

sid

iary

com

pan

y ob

tain

ed lo

ans

from

its

rela

ted

per

sons

to c

onst

ruct

min

i pre

-fab

ricat

ed fa

ctor

ies

and

mic

ro p

re-f

abric

ated

fact

orie

s fo

r sa

le a

nd r

ent.

Por

tion

of la

nd a

nd fa

ctor

ies

have

bee

n m

ortg

aged

as

colla

tera

l for

suc

h lo

ans.

Page 63: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

��

Ann

ual R

epor

t 200

6 ,

He

ma

raj

La

nd

an

d D

eve

lop

me

nt

Pu

blic

Co

mp

an

y L

imit

ed

17. O

THER

LO

NG

-TER

M L

OA

NS

A

s at

Dec

emb

er 3

1, o

ther

long

-ter

m lo

ans

cons

iste

d o

f:

Loan

con

ditio

n

B

alan

ces

C

redi

t lin

e

Inte

rest

pay

men

t (M

illio

n B

aht)

(M

illio

n B

aht)

Cre

dit p

erio

d

P

rinci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

06

2005

Hem

araj

Lan

d an

d D

evel

opm

ent P

ublic

Com

pany

Lim

ited

A.

Loan

from

loca

l com

mer

cial

ban

k co

nsis

ted

of:

A

.1

1,

800

June

200

4 -

R

epay

men

t whe

n m

ortg

age

are

rele

ased

E

nd o

f mon

th

Year

1:

3.85

, 1,

145.

40

391.

60

June

200

8 at

60

% o

f con

dom

iniu

m c

ontr

act v

alue

but

not

Year

2-3

: MLR

-1.7

5,

le

ss th

an B

aht 5

3,00

0 p

er s

qua

re m

eter

.

Year

4: M

LR–1

.50

Th

e d

ebt m

ust b

e fu

lly re

pai

d w

ithin

4 y

ears

si

nce

the

first

dra

wd

own.

To

tal

1,

800

1,1

45.4

0 39

1.60

East

ern

Indu

stria

l Est

ate

Com

pany

Lim

ited

A.

Loan

from

loca

l com

mer

cial

ban

k co

nsis

ted

of:

A

.1

72

0 O

ctob

er 2

003

-

18 m

onth

s g

race

per

iod

E

nd o

f mon

th

Year

1:

4.50

, -

2

5.18

Janu

ary

2009

Q

uart

erly

inst

allm

ent::

Year

2:

4.75

In

200

5: n

ot le

ss th

an B

aht 1

5 m

illio

n ea

ch.

Ye

ar 3

onw

ard

s:

In

200

6: n

ot le

ss th

an B

aht 3

0 m

illio

n ea

ch.

1

year

per

sona

l fixe

d d

epos

it

In

200

7: n

ot le

ss th

an B

aht 4

5 m

illio

n ea

ch.

ra

te+

3.75

In

200

8: n

ot le

ss th

an B

aht 5

0 m

illio

n ea

ch.

To

tal

72

0

-

25

.18

Page 64: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

��

Annual R

eport 2006 , H

em

ara

j La

nd

an

d D

eve

lop

me

nt P

ub

lic C

om

pa

ny L

imite

d

Loan

con

ditio

n

B

alan

ces

C

redi

t lin

e

Inte

rest

pay

men

t (M

illio

n B

aht)

(M

illio

n B

aht)

Cre

dit p

erio

d

P

rinci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

06

2005

East

ern

Seab

oard

Indu

stria

l Est

ate

(Ray

ong)

Com

pany

Lim

ited

A.

Loan

from

loca

l com

mer

cial

ban

ks c

onsi

sted

of:

A

.1

27

0 M

arch

200

2 -

Min

imum

Bah

t 4 m

illio

n m

onth

ly, c

omm

enci

ng

End

of m

onth

Ye

ar 1

: MLR

-0.5

0,

-

17.6

9

Mar

ch 2

009

fir

st p

aym

ent i

n S

epte

mb

er 2

004.

Year

2 on

war

ds:

MLR

A

.2

32

0 Fe

bru

ary

2003

-

Rep

aym

ent o

n th

e d

ate

of m

ortg

age

rele

ased

, E

nd o

f mon

th

Year

1: M

LR-0

.50,

72

.95

122

.32

Feb

ruar

y 20

07

not l

ess

than

Bah

t 0.8

5 m

illio

n p

er r

ai.

Ye

ar2

onw

ard

s: M

LR

A

.3

30

0 D

ecem

ber

200

3 -

R

epay

men

t on

the

dat

e of

mor

tgag

e re

leas

ed,

End

of m

onth

Ye

ar 1

-3: M

LR-2

.00,

15

1.06

1

37.5

2

Dec

emb

er 2

008

no

t les

s th

an B

aht 0

.28

mill

ion

per

rai

.

Year

4-5

: MLR

-1.0

0

A

.4

32

5 D

ecem

ber

200

4 -

Rep

aym

ent o

n th

e d

ate

of m

ortg

age

rele

ased

, E

nd o

f mon

th

Year

1-2

: MLR

-2.0

0,

7.78

11

3.65

Dec

emb

er 2

008

no

t les

s th

an 5

0% o

f lan

d s

ellin

g p

rice,

Year

3 o

nwar

ds:

b

ut n

ot le

ss th

an B

aht 1

mill

ion

per

rai

MLR

-1.0

0 b

ut n

ot le

ss th

an

12

mon

th fi

xed

dep

osit

rate

+2.

75

A

.5

12

1 M

arch

200

5 -

60 m

onth

s in

stal

lmen

ts, B

aht 2

.02

mill

ion

each

, E

nd o

f mon

th

Year

1-3

: 12

mon

th

85.9

7 5

9.00

Mar

ch 2

011

co

mm

enci

ng fr

om th

e 13

th m

onth

afte

r th

e fir

st

fix

ed d

epos

it +

2.75

,

d

raw

dow

n, a

nd th

e re

mai

ning

will

be

rep

aid

in

Ye

ar 4

onw

ard

s:

th

e la

st p

erio

d. I

n ca

se o

f mor

tgag

e of

land

12 m

onth

fixe

d d

epos

it +

3.75

an

d b

uild

ing

s is

rele

ased

, min

imum

Bah

t 6,0

00

p

er s

qua

re m

eter

will

be

rep

aid

.

A

.6

50

Ju

ly 2

005

- 60

mon

ths

inst

allm

ents

, Bah

t 0.8

4 m

illio

n ea

ch,

End

of m

onth

Ye

ar 1

-2: M

LR-1

.75,

40

.77

33.

00

July

201

1

com

men

cing

from

the

13th

mon

th a

fter

the

first

Year

3-4

: MLR

-1.2

5,

d

raw

dow

n, a

nd th

e re

mai

ning

will

be

rep

aid

Year

5-6

: MLR

-1.0

0

in

the

last

per

iod

.

Page 65: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

��

Ann

ual R

epor

t 200

6 ,

He

ma

raj

La

nd

an

d D

eve

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Pu

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Co

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an

y L

imit

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Loan

con

ditio

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B

alan

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C

redi

t lin

e

Inte

rest

pay

men

t (M

illio

n B

aht)

(M

illio

n B

aht)

Cre

dit p

erio

d

P

rinci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

06

2005

A

.7

20

0 A

ugus

t 200

6 -

R

epay

men

t on

the

dat

e of

mor

tgag

e re

leas

ed,

End

of m

onth

Ye

ar 1

-2: M

LR-1

.00,

8

5.78

-

Aug

ust 2

011

not l

ess

than

50%

of l

and

sel

ling

pric

e, b

ut n

ot

Ye

ar 3

-5: M

LR-0

.50

le

ss th

an B

aht 1

.25

mill

ion

per

rai

.

A

.8

86

A

ugus

t 200

6 -

R

epay

men

t on

the

dat

e of

mor

tgag

e re

leas

ed,

End

of m

onth

Ye

ar 1

-2: M

LR-1

.00,

66

.92

-

Aug

ust 2

011

not l

ess

than

50%

of l

and

sel

ling

pric

e, b

ut n

ot

Ye

ar 3

-5: M

LR-0

.50

le

ss th

an B

aht 1

.1 m

illio

n p

er r

ai

A

.9

63

A

pril

200

6 -

60 m

onth

s in

stal

lmen

ts, B

aht 1

.05

mill

ion

each

, E

nd o

f mon

th

Year

1-2

: MLR

-1.5

0,

57.

04

-

Ap

ril 2

012

co

mm

enci

ng fr

om th

e 13

th m

onth

afte

r th

e

Ye

ar 3

-4: M

LR-1

.00,

fir

st d

raw

dow

n, a

nd th

e re

mai

ning

will

be

Year

5-6

: M

LR-0

.75

re

pai

d in

the

last

per

iod

. In

case

of m

ortg

age

re

leas

ed, l

and

not

less

than

Bah

t 0.2

5 m

illio

n

p

er r

ai, c

onst

ruct

ion

not l

ess

than

Bah

t 6,0

00

p

er s

qua

re m

eter

.

A

.10

12

0 Ju

ne 2

006

- Q

uart

erly

inst

allm

ents

, Bah

t 7.5

mill

ion

each

, E

nd o

f mon

th

Year

1-2

: MLR

-1.0

0,

74.8

1

-

June

201

1

com

men

cing

from

gra

ce p

erio

d. I

n ca

se o

f

Year

3-5

: MLR

-0.5

0

m

ortg

age

rele

ased

, not

less

than

50%

of l

and

se

lling

pric

e, b

ut n

ot le

ss th

an B

aht 0

.24

m

illio

n p

er r

ai.

A

.11

80

D

ecem

ber

200

6 -

Q

uart

erly

inst

allm

ents

, Bah

t 5 m

illio

n ea

ch,

End

of m

onth

Ye

ar 1

: MLR

-1.0

0,

80.

00

-

Dec

emb

er 2

011

com

men

cing

from

the

15th

mon

th a

fter

Year

2: M

LR-0

.75,

th

e fir

st d

raw

dow

n.

Ye

ar 3

: MLR

-0.5

0,

Ye

ar 4

-5: M

LR

Page 66: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

��

Annual R

eport 2006 , H

em

ara

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an

d D

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lop

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redi

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Inte

rest

pay

men

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illio

n B

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illio

n B

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Cre

dit p

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d

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rinci

pal r

epay

men

t Te

rm

Inte

rest

rate

per

ann

um (%

) 20

06

2005

B

. Lo

ans

from

oth

er p

erso

ns c

onsi

sted

of:

B

.1

25

Ja

nuar

y 20

03 –

Q

uart

erly

inst

allm

ents

, Bah

t 1.2

5 m

illio

n ea

ch.

End

of m

onth

M

LR o

f

Ja

nuar

y 20

08

Kas

ikor

nban

k P

lc.

5

.00

10.0

0

B.2

63

Sep

tem

ber

200

5 -

Q

uart

erly

inst

allm

ents

, Bah

t 5 m

illio

n ea

ch,

Dec

emb

er 2

007

co

mm

enci

ng fr

om J

anua

ry 2

006.

E

nd o

f mon

th

Ave

rag

e M

LR-0

.50

of

43.0

0 63

.00

K

asik

ornb

ank

Plc

.,

Ban

gko

k B

ank

Plc

. and

Kru

ngth

ai B

ank

Plc

.

B

.3

30

N

ovem

ber

200

6 -

One

tim

e p

aym

ent a

t the

mat

urity

dat

e

End

of m

onth

M

LR-1

.00

of

30.0

0 30

.00

May

200

7 of

the

pro

mis

sory

not

e.

K

asik

ornb

ank

Plc

.

B.4

10

Aug

ust 2

002

-

Mon

thly

inst

allm

ents

, Bah

t 0.2

1 m

illio

n ea

ch,

End

of m

onth

M

LR+

1.00

of

1.68

4.

18

A

ugus

t 200

7

tota

lly 4

8 m

onth

s co

mm

enci

ng fr

om

K

asik

ornb

ank

Plc

.

gra

ce p

erio

d.

B

.5

14

N

ovem

ber

200

6 -

One

tim

e p

aym

ent a

t the

mat

urity

dat

e of

E

nd o

f mon

th

MLR

-1.0

0 of

14

.00

14.0

0

M

ay 2

007

th

e p

rom

isso

ry n

ote.

Kas

ikor

nban

k P

lc.

B

.6

10

A

ugus

t 200

2 -

M

onth

ly in

stal

lmen

ts, B

aht 0

.21

mill

ion

each

, E

nd o

f mon

th

MLR

+1.

00 o

f 1.

68

4.17

Aug

ust 2

007

to

tally

48

mon

ths

com

men

cing

from

Kas

ikor

nban

k P

lc.

g

race

per

iod

.

B.7

6 N

ovem

ber

200

6 -

One

tim

e p

aym

ent a

t the

mat

urity

dat

e of

E

nd o

f mon

th

MLR

-1.0

0 of

6.

00

6.00

May

200

7

the

pro

mis

sory

not

e.

K

asik

ornb

ank

Plc

.

Tota

l

2,09

3

82

4.44

61

4.53

Hem

araj

Eas

tern

Sea

boar

d In

dust

rial E

stat

e Co

mpa

ny L

imite

d

A.

Loan

from

loca

l com

mer

cial

ban

k co

nsis

ted

of:

A.1

800

Dec

emb

er 2

005

-

Rep

aym

ent o

n th

e la

nd ti

tle d

eed

tran

sfer

dat

e,

End

of m

onth

M

LR-1

.00

426.

27

190.

00

D

ecem

ber

201

0

not l

ess

than

50%

of s

ale

cont

ract

pric

e,

b

ut n

ot le

ss th

an B

aht 1

mill

ion

per

rai

.B

. Lo

ans

from

oth

er c

ompa

ny c

onsi

sted

of:

B.1

800

Nov

emb

er 2

004

- R

epay

men

t on

the

land

title

dee

d tr

ansf

er d

ate

End

of m

onth

M

LR+

1.00

44

0.93

45

1.63

Nov

emb

er 2

011

at

Bah

t 0.2

0 m

illio

n p

er r

ai o

r 10

inst

allm

ents

ev

ery

6 m

onth

s, B

aht 8

0 m

illio

n ea

ch,

co

mm

enci

ng fr

om M

ay 2

007.

To

tal

1,

600

867.

20

641.

63

Gra

nd to

tal

6,

213

2,83

7.04

1,

672.

94

Less

C

urre

nt p

ortio

n of

oth

er lo

ng-t

erm

loan

s

(144

.02)

(1

20.0

3)

O

ther

long

-ter

m lo

ans,

net

2,

693.

02

1,55

2.91

Suc

h ot

her

long

-ter

m lo

ans

are

gua

rant

eed

by

the

mor

tgag

e of

mos

t of l

and

in th

e re

al e

stat

e d

evel

opm

ent p

roje

cts

of th

e C

omp

any

and

its

sub

sid

iarie

s.

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18. PROVISION, AND GAIN FROM DEBT COMPROMISE As at December 31, 2005, the Company has recorded the maximum loss reserve in the amount of Baht 242.52 million, which

arose from the lawsuit against Thai Asset Management Corporation (TAMC). This lawsuit was the result from the Company

entering into security pledged agreement for a related company before the Company being listed in Securities Exchange

of Thailand in 1992.

In the first quarter of 2006, the Company has agreed to a debt compromise in order to finalise such lawsuit. The Company

will repay the principal amount of Baht 100 million and interest at MLR rate (the rate as of the date TAMC approved the

debt compromise at 6.8% per annum). The approximately aggregated amount of Baht 156.10 million will be divided into

2 installments: the first installment of Baht 15 million has been paid at the agreement date; the second one of Baht 141.10

million was settled on September 4, 2006. This resulted in a gain from debt compromise for the Company in the amount

of Baht 86.43 million presented under the extraordinary item in the statements of income. The Company and Thai Asset

Management Corporation is in the process of withdrawing the lawsuit from the court and in the process of withdrawing the

pledged assets.

19. SHARE CAPITAL The 2005 Annual General Meeting of Shareholders of Hemaraj Land and Development Public Company Limited on April 29,

2005 had resolved as follows:

19.1 A reduction of the registered capital by canceling 2,957,820,750 unissued shares at the par value of Baht 1 amounting

to Baht 2,957,820,750 reserved for private placement (2,827,820,750 shares) and for the exercise of convertible

debentures (130,000,000 shares) from the previous registered capital of Baht 13,000,000,000 to Baht 10,042,179,250,

equal to 10,042,179,250 ordinary shares at the par value of Baht 1, that the Company had registered the decrease of

its authorized share capital with the Ministry of Commerce on May 6, 2005.

19.2 An increase of the registered capital of the Company in another amount of Baht 4,957,820,750 by an issue of

4,957,820,750 new ordinary shares at the par value of Baht 1 each from the previous registered capital of Baht

10,042,179,250 to the new registered capital of Baht 15,000,000,000, equal to 15,000,000,000 ordinary shares at

the par value of Baht 1, that the Company registered the increase of its authorized share capital with the Ministry of

Commerce on May 9, 2005 in accordance with the following allotments:

- 750,000,000 shares will be allotted to Cementhai Property (2001) Public Company Limited paid for the investment

in SIL Industrial Land Co.,Ltd at the offering price per share, calculating from weighted average price of the

Company’s shares traded on the SET for a consecutive period of 30 trading days before the offering date, subject

to a cap of 10% higher or lower of the “market price”.

- 4,207,820,750 shares will be allocated by way of private placement in accordance with the SEC notification no.Kor

Jor. 12/2543 regarding the application and permission for offer of new shares.

20. WARRANTS According to the resolutions of the Annual General Meeting of Shareholders dated April 30, 1999, the Company issued

141,531,150 warrants to the existing shareholders and specific investors, at the unit price of Baht 0.1. Total cash received

from offer of warrants was in the approximate amount of Baht 14.15 million. The Company registered its warrants with the

Stock Exchange of Thailand (“SET”) as listed securities and the warrants were approved by the SET to be listed securities

from December 15, 1999 onwards.

The Extraordinary Ordinary Meeting of Shareholders No. 1/2001 of the Company held on December 28, 2001 approved the

extension of exercised period to 10 years from the issuing date, which will be ended within September 30, 2009 and for the

adjustment of exercised price to Baht 3 per share.

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Subsequently, the Board of Directors’ Meeting No. 1/2002 held on February 20, 2002 approved the adjustment to the

numbers of the existing warrants with the additional ratio of 2.33333 units per each 1 existing warrant, in accordance with

the announcement of the Office of the Securities and Exchange Commission regarding guidelines on the adjustment to the

exercise price/exercise ratio of warrants. The warrants after the adjustment were 471,686,471 units with the exercise ratio

of 1 ordinary share per each warrant and exercise price of Baht 3 per share.

The Board of Directors’ Meeting No. 7/2003 held on September 15, 2003 had passed the resolution in accordance with

the provision for the adjustments of warrant exercise ratio as stipulated by the Prospectus that would be changed from 1:1

to be one warrant exercisable to 1.05918 ordinary shares. The Company did not adjust the exercise price, however the

Company brought forward the adjustment to be included in following adjustments of rights. The above adjustments would

take immediate effect on the first date of the ordinary shares offering.

Accordingly, the Extra-Ordinary Meeting of Shareholders held on October 16, 2003 had passed the resolution of the

adjustments of the Company’s par value, resulting in the exercise ratio changing from 1 : 1.05918 to be one warrant

exercisable to 10.5918 ordinary shares at the exercise price of Baht 0.283 per share. According to the SEC’s Notification

regarding guideline relating to adjustments of the exercise price/ratio of warrants, it allows the Company to adjust the number

of warrants rather than to adjust the exercise ratio. Therefore, the Company chose to adjust the number of warrants which

resulting that the number of warrants increased from 427,084,638 to 4,527,831,794. Consequently, the warrants had the

same exercise ratio at one warrant exercisable to purchase one ordinary share at Baht 0.283 per share.

As at December 31, 2006 and 2005 there were outstanding 672,461,433 and 3,618,639,504 units of unexercised warrants,

respectively.

21. STATUTORY RESERVE AND DIVIDEND Statutory Reserve

Under the Public Limited Company Act B.E. 2535, the Company is required to set aside as a statutory reserve at least 5%

of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10% of the registered

share capital. The statutory reserve is not available for dividend distributions.

As at December 31, 2006 and 2005, The Company had allocated profit amount of Baht 59.54 million and Baht 31.84 million,

respectively as a statutory reserve.

Dividend

Dividend paid Dividend

Dividend Approved by (Million Baht) per share Payment date

2006

Dividend for the profit of year 2005 The 2006 Annual General Meeting

of Shareholders on April 27, 2006 240.99 0.035 May 16, 2006

Interim dividend for year 2006 The Board of Directors’ Meeting

held on September 29, 2006 271.01 0.030 October 27, 2006

Total dividend paid during year 2006 512.00 0.065

2005

Dividend for the profit of year 2004 The 2005 Annual General Meeting

of Shareholders on April 29, 2005 211.51 0.035 May 12, 2005

Interim dividend for year 2005 The Board of Directors’ Meeting

held on November 14, 2005 121.68 0.020 December 13, 2005

Total dividend paid during year 2005 333.19 0.055

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22. INCOME FROM INCREASE OF SALABLE AREA In the year 2006, the Company has recorded income since IEAT approved to increase the salable area. The amoount was

realized as revenue and cost in the past, in the amount of Baht 55.60 million. As the result of this change, the over cost

realization in previous accounting period has been adjusted and presented as income in the statements of income.

23. DIRECTORS’ REMUNERATION AND PERSONNEL EXPENSES For the years ended December 31, directors’ remuneration consisting of meeting fee and annual compensation were as

follows:

MILLION BAHT

2006 2005

Hemaraj Land and Development Public Company Limited 17.55 16.27

Eastern Seaboard Industrial Estate (Rayong) Company Limited 8.96 8.76

Total 26.51 25.03

For the years ended December 31, personnel expenses included in selling and administrative expenses and cost of services

in the statements of income were as follows:

MILLION BAHT

2006 2005

Consolidated statements of income 204.78 175.05

The Company’s statements of income 81.92 77.92

24. PROVIDENT FUND The Company and its 4 subsidiaries which are Eastern Industrial Estate Company Limited, Eastern Seaboard Industrial

Estate (Rayong) Company Limited, Eastern Pipeline Services Company Limited and H - Construction Management and

Engineering Company Limited, jointly established the provident fund under the Provident Fund Act B.E. 2530, named

“Hemaraj Provident Fund”, to provide membership for their employees. According to regulations of the fund, member and

the Company contributes 4% - 10% of employees’ monthly salaries, depending on the working period. Members are entitled

to their whole contributions plus net benefit thereon, and the Company’s contributions plus benefits thereon at the rates,

depending on their working period. The provident fund is managed by Tisco Asset Management Company Limited. During

2006 and 2005, the Company and the above subsidiaries had contributed to provident fund in the total amount of Baht 6.59

million and 5.59 million (The Company Only: Baht 2.96 million and Baht 2.68 million), respectively.

25. CORPORATE INCOME TAX The Company and its subsidiaries recorded corporate income tax according to the accounting purposes on the basis of

a percentage of completion basis for recognition of real estate sales. For the year then ended December 31, 2006, the

recorded corporate income tax was higher than the corporate income tax in compliance with the Revenue Code which is

calculated on the basis of installments due as per the agreements of the condominium project by Baht 138.23 Million.

Corporate income tax as presented in the statements of income is, therefore, complied with matching concept.

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26. EARNINGS PER SHARE COMPUTATION Earnings per share computation in the consolidated and the Company’s financial statements for the years ended December

31, consisted of:

Weighted average Net earnings number of ordinary shares Earnings per share

2006 2005 2006 2005 2006 2005 Thousand Thousand Thousand Thousand Baht Baht Baht Baht Shares Shares

Basic earnings per share

Profit from ordinary activities 1,104,341 636,834 0.15 0.11

Extraordinary item, net 86,425 - 0.01 -

Net profit 1,190,766 636,834 7,277,340 6,015,423 0.16 0.11

The effect of potential ordinary shares

Warrants

Number of shares that would have

been issued without consideration

on the average fair value of

ordinary shares in excess of

the exercise price 482,155 2,505,514

Diluted earnings per share

Net profit attributable to ordinary

shareholders in case of convertible

bonds being converted and all

warrants being exercised before

extra ordinary item 1,104,341 636,834 0.14 0.07

Extraordinary item, net 86,425 - 0.01 -

Net profit 1,190,766 636,834 7,759,495 8,520,937 0.15 0.07

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Ann

ual R

epor

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mp

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27.

BU

SIN

ESS

SEG

MEN

T IN

FOR

MAT

ION

A

s of

Dec

emb

er 3

1, b

usin

ess

seg

men

t inf

orm

atio

n in

the

cons

olid

ated

bal

ance

she

ets

clas

sifie

d b

y d

omes

tic a

nd o

vers

eas

bus

ines

s w

as a

s fo

llow

s:

M

ILLI

ON

BA

HT

20

06

20

05

Dom

estic

O

vers

eas

Dom

estic

O

vers

eas

Rea

l Est

ate

Oth

ers

Hol

ding

Com

pany

To

tal

Rea

l Est

ate

Oth

ers

Hol

ding

Com

pany

To

tal

Cos

t of r

eal e

stat

e d

evel

opm

ents

, net

6,

119.

91

- -

6,11

9.91

4,

947.

57

- -

4,94

7.57

Leas

ehol

d la

nd a

nd la

nd h

eld

for

co

mm

erci

al p

urp

oses

, net

32

5.72

-

- 32

5.72

28

1.06

-

- 28

1.06

Ass

ets

for

rent

, net

848.

39

106.

25

- 95

4.64

82

7.41

10

1.20

-

928.

61

Pro

per

ty, p

lant

and

eq

uip

men

t, ne

t 32

6.19

98

.65

- 42

4.84

30

2.85

0.

73

- 30

3.58

Oth

er a

sset

s

3,

581.

44

30.6

4 15

.99

3,62

8.07

2,

467.

43

9.38

22

.39

2,49

9.20

Tota

l Ass

ets

11,2

01.6

5 23

5.54

15

.99

11,4

53.1

8 8,

826.

32

111.

31

22.3

9 8,

960.

02

Page 72: WORLD CLASS INDUSTRIAL ESTATES, UTILITIES, SME …hemraj.listedcompany.com/misc/2006EN.pdfAnnual Report 2006, A.M.T & Associates, be appointed as the Company’s and its subsidiaries’external

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Annual R

eport 2006 , H

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Th

e op

erat

ion

info

rmat

ion

of th

e co

nsol

idat

ed s

tate

men

ts o

f inc

ome,

for

the

year

s en

ded

Dec

emb

er 3

1, c

lass

ified

by

dom

estic

and

ove

rsea

s b

usin

ess

wer

e as

follo

ws:

M

ILLI

ON

BA

HT

20

06

20

05

Dom

estic

O

vers

eas

Dom

estic

O

vers

eas

Rea

l Est

ate

Oth

ers

Hol

ding

Com

pany

To

tal

Rea

l Est

ate

Oth

ers

Hol

ding

Com

pany

To

tal

Sal

es o

f la

nd

990.

41

-

-

99

0.41

1,

116.

93

- -

1,11

6.93

Sal

es o

f pre

-fab

ricat

ed fa

ctor

ies

17

8.32

-

-

178.

32

201.

54

- -

201.

54

Sal

es o

f con

dom

iniu

ms

1,71

9.71

-

-

1,

719.

71

907.

29

- -

907.

29

Ser

vice

inco

me

803.

65

50.5

4 -

854.

19

680.

79

29.6

6 -

710.

45

Inco

me

from

incr

ease

of s

alab

le a

rea

5

5.60

-

-

55

.60

- -

Tota

l S

ales

and

Ser

vice

s in

com

e

3,

747.

69

50.5

4 -

3,

798.

23

2,90

6.55

29

.66

2,93

6.21

Pro

fit (

loss

) fro

m o

per

atio

ns

1,21

0.02

4

.10

(15.

65)

1,19

8.47

75

0.12

(8

.02)

(1

6.20

) 72

5.90

Oth

er in

com

e

20

0.58

1

.68

0

.46

202.

72

48.1

6 0.

74

0.39

49

.29

Gai

n on

sal

es o

f inv

estm

ent

9.23

-

-

9

.23

23.0

1 -

- 23

.01

Gai

n (lo

ss)

on e

xcha

nge

rate

(0.

53)

-

-

(0

.53)

0.

48

- -

0.48

Ad

just

men

t of l

oss

on d

eclin

e in

val

ue o

f

re

al e

stat

e d

evel

opm

ent c

ost

4

4.65

-

-

44

.65

- -

- -

Sha

re o

f pro

fit fr

om in

vest

men

ts fo

r u

sing

the

equi

ty m

etho

d -

ass

ocia

ted

com

pan

ies

2

4.32

-

-

24

.32

0.96

-

- 0.

96

Oth

er e

xpen

ses

-

estim

ated

loss

on

pos

sib

le lo

ss fr

om la

wsu

it

- -

-

-

(18.

00)

- -

(18.

00)

-

loss

on

inve

stm

ent r

eval

uatio

n

- -

-

-

(0.7

2)

- -

(0.7

2)

Inte

rest

exp

ense

s

(39

.87)

(0.

01)

-

(3

9.88

) (2

7.28

) (0

.02)

-

(27.

30)

Inco

me

tax

exp

ense

s

(275

.29)

-

-

(27

5.29

) (3

5.53

) -

-

(35.

53)

Pro

fit (

loss

) af

ter

tax

1,

173.

11

5.

77

(15.

19)

1,16

3.69

74

1.20

(7

.30)

(1

5.81

) 71

8.09

Net

pro

fit o

f min

ority

inte

rest

(59

.35)

(81.

26)

Ext

raor

din

ary

item

- G

ain

from

deb

t com

pro

mis

e

86.4

3

-

Net

pro

fit

1,

190.

77

63

6.83

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28. PLEDGED ASSETS As of December 31, 2006, pledged assets were as follows:

Hemaraj Land and Development Public Company Limited

1. The partial land and attachments have been mortgaged as collateral for loans from local commercial banks and financial

institutions and is in the process of withdrawing the pledged assets.

2. 15 million ordinary shares of Sriracha Harbour Public Company Limited, a related company, have been pledged in the

court and is in the process of withdrawing the pledged assets.

3. The ordinary shares of Hemaraj Eastern Seaboard Industrial Estate Company Limited, a subsidiary company, have been

pledged with lenders secured for loans obtained by that subsidiary.

4. 14.25 million ordinary shares of Glow IPP Company Limited have been pledged with the lender secured for loan obtained

by that company.

Eastern Seaboard Industrial Estate (Rayong) Company Limited

1. Time deposit of Baht 0.05 million has been pledged as security for public utility services.

2. The majority of the Company’s land has been mortgaged as collateral for overdrafts and loans from one commercial

bank.

3. Partial land, mini and micro pre-fabricated factories of the company have been mortgaged as collateral for loans from

related persons.

Hemaraj Eastern Seaboard Industrial Estate Company Limited

1. The Company’s partial land title deeds have been pledged with lenders for loan security.

2. The Company’s partial land has been mortgaged as collateral for long-term loans from local commercial banks.

29. COMMITMENTS UNDER AGREEMENTS As of December 31, 2006, commitments under agreements were as follows:

1. The Company and its subsidiaries have participated in the establishment industrial estate with the Industrial Estate

Authority of Thailand (“IEAT”) as the joint operation agreements as follows:

1) Hemaraj Chonburi Industrial Estate in Phase 1 and Phase 2 according to the joint operation agreements dated July

5 and December 29, 1989 respectively. On October 31, 2001, the Company entered into the amendment to such

joint operation agreements with IEAT. On March 29, 2005, the Company combined such agreement into one joint

operation agreement.

2) Hemaraj Eastern Industrial Estate (Map Ta Phut) according to the joint operation agreement dated December 27,

1989. On October 31, 2001, the subsidiary entered into the amendment to such joint operation agreements with

IEAT. On March 29, 2005, the Subsidiary combined such agreement into one joint operation agreement.

3) Eastern Seaboard Industrial Estate (Rayong) according to the joint operation agreement No. 1/2539 and 1/2540.

4) Hemraj Eastern Seaboard Industrial Estate according to the joint operation agreement No. 1/2542 (TS 21).

The major conditions are summarized as follows:

1) The Company shall provide utilities systems and facilities to the entrepreneurs in the industrial estate with payment

of expenses on its participation in the procedures to the IEAT.

2) The Company shall not transfer assets, component part and equipment as well as utilities systems and facilities to

the IEAT.

3) The Company shall provide a fund for the maintenance and construction of utilities systems and facilities in the

industrial estate (“Sinking Fund”).

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Hemaraj Land and Development Public Company Limited

1. The Company acquired 5% investment in the amount of Baht 142.5 million in Glow IPP Company Limited. and has to

maintain the 5% investment ratio to comply with the conditions with Electricity Generating Authority of Thailand.

2. The Company has commitment under construction and infrastructure contracts for the Company’s condominium project,

with the remaining commitment balance amounting to Baht 565.28 million.

3. The Company has commitment under construction contracts to construct mini pre-fabricated with the remaining

commitment balance amounting to Baht 10.57 million.

4. The Company has commitment from entering a purchase and sale contract in a project in amount of Baht 328.30 million.

The Company has already paid Baht 32.83 million deposits.

Eastern Industrial Estate Company Limited

1. The Company has commitment under construction contracts to construct utilities system of the Company’s project, with

the remaining commitment balance amounting to Baht 0.66 million.

Eastern Seaboard Industrial Estate (Rayong) Company Limited

1. The Company has obligations, under a joint-investment agreement with Hemaraj Land and Development Public Company

Limited and another company, that the company has to pay commission on sales of land and management fee to Hemaraj

Land and Development Public Company Limited based on revenues from sales of land, public utility service providing

and lease of factories.

2. The Company has commitment under construction contracts to construct mini pre-fabricated and micro pre-fabricated

factories, with the remaining commitment balance amounting to Baht 35.19 million.

Hemaraj Eastern Seaboard Industrial Estate Company Limited

1. The Company has commitment under construction contracts to construct utilities system of the Company’s projects,

with the remaining commitment balance amounting to Baht 252.52 million.

Hemaraj Water Company Limited

1. The Company has commitment under construction contracts to construct utilities system of the Company’s projects,

with the remaining commitment balance amounting to Baht 0.09 million

30. COMMITMENTS AND CONTINGENT LIABILITIES As of December 31, 2006, commitments and contingent liabilities consisted of:

1. The Company and its subsidiaries have entered into land sale and purchase contracts, which the contract term requires

the Company and its subsidiaries to contingently liable to repay deposits and installments in the event that buyers are

unable to obtain satisfactory approvals from the Board of Investment and/or the IEAT to set up their operations.

2. The Company has obligation regarding guarantee of the loan agreement of a subsidiary in the total credit line of Baht

800 million.

3. The Company and its subsidiaries have obligations regarding guarantee of the hire purchase agreements of its related

companies in the total credit line of Baht 14.31 million. (The Company Only: Baht 2.61 million)

4. The Company and its subsidiaries have obligations under condition of the letters of guarantee issued by the banks for

their performance under the joint operation agreements with the Industrial Estate Authority of Thailand, their compliance

with the agreement made with the Customs House in the free tax area, the construction of utilities under land sale contract,

the construction of utility and power substation, and their performance under the raw water purchase agreement and

others in the total amount of Baht 131.82 million. (The Company Only: Baht 19.09 million).

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31. PROMOTIONAL PRIVILEGES The Company and its 3 subsidiary companies have been granted promotional certificates under the Investment Promotion

Act, B.E. 2520 as follows:

Major Privileges

Date obtained for Area/units obtained Exemption from Reduction of 50% promotional for promotional corporate income of corporate income privilege privilege tax (***) tax (****)

Hemaraj Land and Development Public Company Limited A. Industrial Estate Business

A.1 December 29, 1988 1,500 Rai 7 years * 5 years *

A.2 February 15, 1990 2,000 Rai 7 years * None

A.3 July 25, 2001 1,282 Rai 7 years ** None

B. Industrial Factory Development Business

B.1 June 21, 2000 11 Units 7 years None

Eastern Industrial Estate Company Limited

A. Industrial Estate Business

A.1 May 8, 1989 626 Rai 5 years * 5 years *

September 23, 1992 1,850 Rai 5 years * 5 years *

(Extension)

A.2 November 27, 2002 565 Rai 8 years 5 years

Eastern Seaboard Industrial Estate (Rayong) Company Limited

A. Industrial Estate Business

A.1 June 21, 1995 2,063 Rai 8 years 5 years

August 9, 1996 1,532 Rai 8 years 5 years

(Extension)

A.2 October 27, 1997 2,466 Rai 8 years 5 years

July 31, 2000 325 Rai 8 years 5 years

(Extension)

A.3 July 25, 2001 716 Rai 7 years None

A.4 December 8, 2004 680 Rai 8 years 5 years

B. Industrial Factory Development Business

B.1 January 19, 2000 22 Units 8 years 5 years

B.2 June 21, 2000 13 Units 8 years 5 years

B.3 November 29, 2000 12 Units 8 years 5 years

B.4 January 16, 2002 51 Units 8 years 5 years

B.5 March 27, 2002 22 Units 8 years 5 years

B.6 September 7, 2006 6 Units 8 years 5 years

Hemaraj Eastern Seaboard Industrial Estate Company Limited

A. Industrial Estate Business

A.1 May 22, 1997 1,407 Rai 8 years 5 years

A.2 May 22, 1997 1,375 Rai 8 years 5 years

A.3 May 22, 1997 1,485 Rai 8 years 5 years

A.4 September 26, 1996 1,332 Rai 8 years 5 years

* Major Privilege was expired.

** Major Privilege still not started because the Company has not earned the revenues yet.

*** Starting from the first revenue recognised date.

**** Starting from the exemption from corporate income tax is expired.

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For the years ended December 31, domestic revenues were classified into the promoted and the non-promoted businesses

as follows:

THOUSAND BAHT

BOI NON-BOI TOTAL

2006 2005 2006 2005 2006 2005

Consolidated

Revenue from sales

Lands 811,384.16 1,006,246.26 179,024.43 110,687.01 990,408.59 1,116,933.27

Industrial factories 134,992.90 131,637.34 43,325.51 69,898.72 178,318.41 201,536.06

Condominiums - - 1,719,705.23 907,290.73 1,719,705.23 907,290.73

Service income 334,080.62 285,743.99 520,114.95 424,702.11 854,195.57 710,446.10

Total 1,280,457.68 1,423,627.59 2,462,170.12 1,512,578.57 3,742,627.80 2,936,206.16

The Company Only

Revenue from sales

Lands - - 71,256.48 53,375.34 71,256.48 53,375.34

Industrial factories 11,718.88 - - 27,630.00 11,718.88 27,630.00

Condominiums - - 1,719,705.23 907,290.73 1,719,705.23 907,290.73

Service income 1,024.45 2,145.49 139,553.60 146,823.18 140,578.05 148,968.67

Total 12,743.33 2,145.49 1,930,515.31 1,135,119.25 1,943,258.64 1,137,264.74

32. FINANCIAL INSTRUMENTS Risk Management Policy

Exposure to interest rate and currency risk arises in normal course of the Hemaraj Group’s business. These are subject to

the risk of market rates changing subsequent to the transaction date.

The Hemaraj Group’s policy on interest rate risk and currency risk hedging is as follows:

A. Maintaining proportions of domestic and foreign borrowings;

B. Borrowing loans at fixed and floating interest rates;

C. Pledging assets as collateral against loans.

The Hemaraj Group has no policy to speculate on or engage in the trading of any off-balance-sheet derivative financial

statements.

Fair Value of Financial Instruments Except as disclosed in Note 3 to the financial statements, fair value of significant financial instruments consists of:

A. Fair value of cash and cash equivalents, deposits for investment, account receivables, bank overdrafts and loans

from financial institutions, account payables and accrued expenses are approximately equal to the carrying amount

because of short maturity of these instruments.

B. Fair value of short-term investments in available-for-sale securities is equal to the market value.

C. Fair value of short-term loans and advances to related parties, loans to related parties, other loans, short-term loans

and advances from related parties, amount due to and loans from related parties could not be determined since

the repayment period is not specified.

33. APPROVAL OF FINANCIAL STATEMENTS These financial statements have been agreed on February 14, 2007 by the authorized person designated by the Company

for proposing to the Company’s Board of Directors for approval.

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Certified Public Accounting Fee

1. Audit Fee

The company and its subsidiaries have paid for the audit fee in the amount of baht 2,910,000 to

A.M.T. & Associates for the fiscal year 2006

2. Non-Audit Fee

The company and its subsidiaries have paid for other accounting services, BOI report for example,

in the amount of baht 50,000 to A.M.T. & Associates for the fiscal year 2006.

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* The Board of Directors has appointed the Nominating Committee and Good Corporate Governance Committee on February 27, 2007.

** From 1/1/2007

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Shareholders

ExecutiveVice President

Shareholding & Organization Structure

Top Ten of Hemaraj Land and Development’s Shareholders as at 16/10/06

No. Major Shareholders No. of Shares % of Total Issued Share

1 Miss Phenpunnee Horrungruang 959,669,970 10.62

2 THAI NVDR Co., Ltd. 475,180,800 5.26

3 CREDIT AGRICOLE (SUISSE) SA, SINGAPORE BRANCH 442,406,389 4.90

4 QUAM SECURITIES NOMINEE (SINGAPORE) PTE LTD. 380,000,000 4.21

5 Mr. Sumeth Horrungruang 314,823,120 3.49

6 Miss Netranapit Phituckvanichudom 269,799,910 2.99

7 SOMER (U.K.) LTD. 205,500,000 2.27

8 Miss Charuwan Chaisupawan 203,815,397 2.26

9 Miss Kanokthip Nuamcharoen 190,920,930 2.11

10 Mr. Vikit Horrungruang 181,243,400 2.01

CustomerDevelopment

I.E.Operations

I.E.Development

InformationSys &

Services

CorporatePlanning &

InvestorRelations

Corporate Marketing Finance

WaterProject

Planning**

ResidentialProject

Planning

ResidentialCustomer

DevelopmentAccount

SeniorVice President

Boardof Directors

ExecutiveCommittee

President& CEO

Internal Audit

AuditCommittee

Legal

NominatingCommittee*

Good CorporateGovernance Committee*

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General Information

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Paid Revenue (Mil. Baht) Name Address Nature of Capital % of Business (Mil.Baht) Investment 2006 % 2005 % 2004 %

Hemaraj Land And Development 18th Floor, UM Tower, Industrial Estate 9,037 2,203.93 54% 1,197.06 40% 1,582.71 42%

Public Company Limited 9 Ramkhamhaeng Rd., Suanluang, Developer

Registration No. Bormorjor 0107536000676 Bangkok 10250, Thailand

Share Capital 15,000,000,000 shares Tel. (662) 719-9555

Issued 9,036,927,495 shares Fax (662) 719-9546-7

www.hemaraj.com

E-mail: [email protected]

Subsidiary Companies

Hemaraj International Limited (1) Scotia Centre, 4th Floor Holding Company 0.03 100

P.O.Box 2804, George Town,

Grand Cayman, Cayman Islands

H-International (BVI) Company Limited (2) Romasco Place, Wickhams Cay 1, Holding Company 0.08 100 0.46 0% 0.39 0% 0.07 0%

P.O. Box 3140, Road Town, Tortola

British Virgin Islands.

Eastern Industrial Estate Company Limited 18th Floor, UM Tower, Industrial Estate 400 99.99 794.75 20% 709.30 24% 1,135.27 30%

9 Ramkhamhaeng Road, Suanluang, Developer

Bangkok 10250, Thailand

Eastern Pipeline Services Company Limited 18th Floor, UM Tower, Pipe Rack Rental 3.75 99.99 46.21 1% 30.00 1% 23.04 1%

(3) 9 Ramkhamhaeng Road, Suanluang,

Bangkok 10250, Thailand

Eastern Seaboard Industrial Estate 18th Floor, UM Tower, Industrial Estate 358 60 993.51 24% 1,066.38 35% 989.78 27%

(Rayong) Company Limited 9 Ramkhamhaeng Road, Suanluang, Developer

Bangkok 10250, Thailand

H-Construction Management 18th Floor, UM Tower, Supervision Service 17 99.99 6.00 0% 0.40 0% 0.47 0%

and Engineering Company Limited 9 Ramkhamhaeng Road, Suanluang,

Bangkok 10250, Thailand

The Park Residence Company Limited 18th Floor, UM Tower, Property Development 0.25 99.99 1.65 0%

9 Ramkhamhaeng Road, Suanluang, and Marketing

Bangkok 10250, Thailand and Service

Management

Hemaraj Eastern Seaboard Industrial 18th Floor, UM Tower, Industrial Estate 595 99.99 8.32 0% 5.45 0% 0.91 0%

Estate Company Limited 9 Ramkhamhaeng Road, Suanluang, Developer

Bangkok 10250, Thailand

Hemaraj Water Company Limited 18th Floor, UM Tower, Industrial Water 25 99.99

9 Ramkhamhaeng Road, Suanluang, Distributor

Bangkok 10250, Thailand

SME Factory Company Limited 18th Floor, UM Tower, Factory Sale 0.25 99.99

9 Ramkhamhaeng Road, Suanluang, and Rental

Bangkok 10250, Thailand

Associated Companies

Elyo-H Facilities Management Limited 107/1 Moo 4, Eastern Seaboard Facilities 50 40 2.30 0% 2.14 0% 1.56 0%

Industrial Estate (Rayong), Management Services

Pluakdeang, Rayong, Thailand

Rayong Industrial Land Company Limited 1 Siam Cement Road, Bangsue Industrial Estate 1,000 25 20.57 1% 3.20 0%

(4) Bangkok 10800, Thailand Developer

S I L Industrial Land (Saraburi) 111 Moo 7, Nong Pla Mao Sub-District Industrial Estate 500 25 3.29 0% (4.22) 0%

Company Limited Nong Khae District, Saraburi Developer

18140, Thailand

Glow Hemaraj Energy Company Limited 195 Empire Tower, 38th Floor Electricity and 110 49.99 (1.84) 0% (0.16) 0%

Park Wing, South Sathorn Road Power Generation

Bangkok 10120, Thailand

Related Companies

Eastern Fluid Transport 618 Nimom Makkasan Road Management 10 15

Company Limited Makkasan, Ratchthewi and Maintenance

Bangkok 10400, Thailand of Pipe Rack

Total Revenue : Hemaraj Land And Development PLC. and Subsidiaries 4,079.15 100% 3,009.94 100% 3,733.81 100%

Remark

1) Incorporated in the Cayman Islands

2) Incorporated in the Territory of the British Virgin Islands

3) Held 74.99 % directly and 25% indirectly through Eastern Industrial Estate Company Limited

4) Held 25% direct in S I L Industrial Land (Saraburi) Company Limited and also S I L held 99.99% in Rayong Industrial Land Company Limited

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Other References

Share Registrar Thailand Securities Depository Co., Ltd.

62 The Stock Exchange of Thailand Bldg. 4th Floor

6-7th Floor, Rachadapisek Road, Klongtoey

Bangkok 10110, Thailand

Tel. 0-2359-1200-1

Auditor A.M.T & Associates

491/27 Silom Plaza, Silom Road, Bangruk

Silom Road, Bangruk

Bangkok 10500, Thailand

Tel. 0-2234-1676, 0-2234-1678

Fax 0-2237-2133

Professor Kesree Narongdej CPA No. 76

Attorney Allen & Overy (Thailand) Co., Ltd.

130 Sindhorn Building III, 22nd Floor, Wireless Road

Bangkok 10330, Thailand

Tel. 0-2263-7600

Financial Advisor Per Project

Advisor or Manager The Brooker Group

under contract management 16th Floor, Harindhorn Building,

54 North Sathorn Road, Bangrak,

Bangkok 10500, Thailand

Tel. 0-2267-9222

Fax 0-2632-2606

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บรษิทั เหมราชพฒันาทีด่นิ จำกดั (มหาชน) Hemaraj Land and Development Public Company Limited

บรษิทั เหมราชพฒันาทีด่นิ จำกดั (มหาชน) Hemaraj Land and Development Public Company Limited

ชัน้ 18 อาคารยเูอม็ทาวเวอร ์เลขที ่9 ถนนรามคำแหง สวนหลวง กรงุเทพมหานคร 10250 โทรศพัท ์: 66-2719-9555 โทรสาร : 66-2719-9546-7 18th Fl., UM Tower, 9 Ramkhamhaeng Rd., Suangluang, Bangkok 10250 THAILAND Tel : 66-2719-9555 Fax : 66-2719-9546-7 e-mail : [email protected], www.hemaraj.com, www.theparkresidence.co.th Registration No. : BORMORJOR.0107536000676 ทะเบียนเลขที่ : บมจ.0107536000676

ร า ย ง า น ป ร ะ จํ า ปี 2 5 4 9 A n n u a l R e p o r t 2 0 0 6

WORLD CLASS INDUSTRIAL ESTATES,

UTILITIES, SME FACTORIES AND SERVICES

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