SET Announcements

- 18 - In Million Baht Information Industrial and Technology Consumer Products Trading Others Total 1997 1996 1997 1996 1997 1996 1997 1996 Pre-acquisition net loss of subsidiaries - 21 Minority interest in net income of subsidiaries (24) (9) Income (loss) before extraordinary item and cumulative effect of accounting change (779) 473 Extraordinary item (3,355) - Cumulative effect of accounting change 77 - Net income (loss) (4,057) 473 Fixed assets- net 1,025 960 19 40 1,129 929 2,173 1,929 Other assets 13,639 12,091 Total assets 15,812 14,020 The Company Financial Statements In Million Baht Industrial and Information Consumer Technology Products Trading Others Total 1997 1996 1997 1996 1997 1996 1997 1996 Net sales 2,560 2,355 1,606 1,325 51 425 4,217 4,105 Cost of sales (2,301) (1,994) (1,403) (1,147) (24) (371) (3,728) (3,512) Gross profit 259 361 203 178 27 54 489 593 Operating profit (75) 179 (56) 16 474 1,235 343 1,430 Dividend income from investment in other companies 41 71 - 19 - In Million Baht Industrial and Information Consumer Technology Products Trading Other Total 1997 1996 1997 1996 1997 1996 1997 1996 Central expenses (297) (752) Interest expense (338) (211) Directors remuneration (7) (9) Other expenses (712) (303) Equity in results of operations of subsidiaries and associated companies-net (68) 411 Corporate income tax 305 (166) Income (loss) before extraordinary item and cumulative effect of accounting (733) 471 change Extraordinary item (3,355) - Cumulative effect of accounting change 78 - Net income (loss) (4,010) 471 Fixed assets - net 60 44 11 14 674 472 745 530 Other assets 11,783 10,087 Total assets 12,528 10,617 The Company and subsidiaries operates in two major businesses,Information Technology and Industrial and Consumer Products Trading. Operating profit of each segment was determined by deducting costs and operating expenses from the total revenues. Central expenses, interest expense, directors remuneration, other expenses and corporate income tax were exclusive from segment operating profit calculation. - 20 - Fixed assets of each segment were assets used in those segments operations. Other assets consisted mainly of cash on hand and at banks, inventories and investment in stocks. 4.15 Agreements As at December 31, 1997 and 1996: a) A subsidiary has the joint venture agreement with a party comprising IBM Thailand Corporation Co., Ltd., Loxley InternationalCo., Ltd. and IBM Worldtrade Corporation Co., Ltd., to supply the turnkey system for the Taxation Computerized Project to the Revenue Department. The total contract price is Baht 1,814 million in which the subsidiary is liable in respect of a 44.738% share of the prospective profit/loss incurred. b) A subsidiary has an agreement with the Telephone Organization of Thailand (TOT) for the latter to allow the subsidiary to provide paging services within an agreed period. By virtue of thisagreement, the subsidiary is committed to transfer the ownership of communications network to TOT which subsequently grant right to use the network over the term of the license to the subsidiary. In this connection, the subsidiary has to pay compensations to TOT amounted to Baht 1 million per annum. Additionally, the subsidiary was required to provide a bank guarantee of Baht 141.1 million to TOT to guarantee its performance. A portion of banks guarantees was collateralized by the pledge of fixed deposit account approximately Baht 23.4 million. c) Two subsidiaries together with the Communication Authority of Thailand (CAT) have entered into an agreement to invest in the computer database services project. By virtue of this agreement, the subsidiaries are committed to supply, install, control and maintenance all tool and equipment as agreed in the agreement. In addition, the subsidiaries must transfer the ownership of suchtools and equipment to CAT at the first day on which service be rendered. This agreement shall be in effect for a period of ten (10) years commencing from the first day on which service be rendered, without cancellation right except for those specified in the agreement. During the period of agreement, the subsidiaries have the right to charge service fee and other fees from the users as stipulated in the agreement. - 21 - d) A subsidiary had entered into a joint venture agreement with a foreign government to set up a telecommunication system and provide related services in agreed area. Under the terms of the agreement, the subsidiary is committed to supply, install, control and maintenance all communication network. In addition, the subsidiary must transfer the ownership of such communication network to that foreign government at the expiry date of the agreement. e) A subsidiary entered into a call service center agreement with certain local companies. The term of this agreement for a period of five (5) years commencing from August 19, 1997, without cancellation right except for those specified in the agreement, the subsidiary has the right to charge service fee as stipulated in the agreement. f) A subsidiary entered into a distribute on-line charitable lotteries and award prizes agreement with the Thai Government Lottery Office (GLO). Under the terms of the agreement, the subsidiary is committed to supply and install distribute on-line lottery equipment and shall have to comply with certain conditions and restrictions as specified in the agreement. The subsidiary, however, has not yet installed the equipment since the Government tempor ary delayed this project for survey the public hearing and in the process of negotiation additional conditions with GLO. The management of subsidiary believes that this project can be operated in the future, therefore, the subsidiary did not set up any contingent losses in the books of accounts if this project was restrained. This agreement shall be in effect for a period of ten (10) years, without cancellation right except for those specified in the agreement. During the period of the agreement, the subsidiary has the right to charge service fee from distribution the said lottery as stipulated in the agreement. 4.16 Extraordinary Item On July 2, 1997, Ministry of Finance announced a change in the foreign currency exchange system to a new managed float system.Consequently, the Company and subsidiaries have losses from a change in the foreign currency exchange system on their net foreign currency liabilities for the period July 2, 1997 to December 31,1997, totalling approximately amount Baht 3,355.1 million. (Amount Baht 3,209.1 million for the Company) These losses consisted of realized losses arising from payment of foreign liabilities after July 2, 1997 and unrealized losses from the translation of net foreign liabilities outstanding at the balance sheet date, computed based on the average exchange rates of commercial banks announced by the Bank of Thailand as of December 31, 1997. - 22 - To comply with the announcement of The Institute of Certified Accountants and Auditors of Thailand No. 002/2540-2542 dated September 19,2540 (B.E.), the Company and subsidiaries then reflected the mentioned losses in Losses from the foreign currency exchange system in the books of accounts for the year ended December 31, 1997 and presented separately as an extraordinary item in the statements of income. 4.17 Commitments and Contingent Liabilities As at December 31, a) The Company and subsidiaries had unused letters of credit of approximately Baht 1,545.1 million ( Baht 1,376.6 million for the Company) in 1997 and Baht 1,816.5 million (Baht 1,264.3 million for the Company) in 1996. b) The Company and subsidiaries were contingently liable to their customers for the tender guarantees. These tender guarantees were covered by the banks letters of guarantee totalling approxim ately Baht 2,231.5 million (Baht 1,061.7 million for the Company) in 1997 and Baht 1,139.1 million (Baht 608 million for the Company) in 1996. c) The Company had commitments under the contracts with certain banks whereby the Company committed to buy certain foreign currencies at the forward rates at the amount equivalent to approximately Baht 1,143 million in 1997 and Baht 128.3 million in 1996. 4.18 Reclassification of Accounts Certain accounts in the 1996 financial statements have been reclassified to conform with the 1997 financial statements presentation.