FINANCIAL STATEMENTS QUARTER ENDED MARCH 31, 1999(1)

REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS DUSIT THANI PUBLIC COMPANY LIMITED We have reviewed the consolidated balance sheet of Dusit Thani Public Company Limited and its subsidiaries and the equity method balance sheet of Dusit Thani Public Company Limited as at March 31, 1999 and the related consolidated and equity method statements of income and cash flows for the quarter then ended in accordance with standards established by The Institute of Certified Accountants and Auditors of Thailand. The financial statements of the Company for the quarter ended March 31, 1998 were reviewed by another auditor of the same firm whose report thereon dated May 12, 1998 stated that he was not aware of any other material modifications that should be made to such interim financial statements in order for them to be in conformity with generally accepted accounting principles, except that the interim financial statements of certain subsidiary and associated companies had not been reviewed. In addition, the consolidated and equity method financial statements of the Company for the year ended December 31, 1998 were audited by such auditor of the same firm whose report thereon dated February 25, 1999 expressed a qualified opinion regarding the financial statements of certain subsidiary and associated companies in the consolidated and equity method financial statements which had not been audited. A review of interim financial statements consists principally of obtaining an understanding of the system for the preparation of interim financial statements, applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. - 2 - In the consolidated interim financial statements for the quarter ended March 31, 1999, the financial statements of certain subsidiaries have not been reviewed. Total assets and total revenues of these companies constituted 27.82 % and 24.06 % of the related consolidated totals at March 31, 1999, respectively. In the equity method interim financial statements for the quarter ended March 31, 1999, the financial statements of certain subsidiary and associated companies have not been reviewed. Equity in undistributed net loss of these companies constituted 11.71% of net income for the quarter ended March 31, 1999. Based on our review, with the exception of the matters described in the third paragraph, we are not aware of any other material modifications that should be made to the consolidated and equity method interim financial statements referred to in the first paragraph in order for them to be in conformity with generally accepted accounting principles. We draw attention to Note 1 to the interim financial statements. The countrys unstable economy has to a certain extent affected, and may continue to affect, the operations of the Company. Chongchitt Leekbhai Certified Public Accountant (Thailand) BANGKOK Registration No. 2649 May 12, 1999 DELOITTE TOUCHE TOHMATSU JAIYOS The above review report of independent certified public accountants and accompanying financial statements are English translations of such report and financial statements prepared for and used in Thailand. The accompanying financial statements were prepared using accounting principles, procedures and reporting practices generally accepted in Thailand and are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than those in Thailand. The standards, procedures and practices utilized to review such financial statements are those generally accepted and applied in Thailand. DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT MARCH 31, UNAUDITED Baht :000 CONSOLIDATED EQUITY METHOD 1999 1998 1999 1998 ASSETS CURRENT ASSETS Cash in hand and at banks 337,345 1,372,151 75,976 1,201,054 Short-term investments 288,327 104,387 251,806 42,691 Trade accounts and notes receivable 156,344 180,679 98,905 76,156 Less Allowance for doubtful accounts (25,460) (28,987) (16,223) (12,491) Net trade accounts and notes receivable 130,884 151,692 82,682 63,665 Inventories 183,283 204,339 31,426 26,328 Other current assets Other receivables 48,500 57,653 47,421 33,600 Deposit Land 20,291 - - - Other 67,662 89,450 52,022 39,064 136,453 147,103 99,443 72,664 Total Current Assets 1,076,292 1,979,672 541,333 1,406,402 INVESTMENTS AND LOANS (Note 6) Related parties 26 7,265 1,248,588 1,283,188 Real estate 81,817 81,817 51,582 51,582 Other 244,500 315,388 9,314 26,314 326,343 404,470 1,309,484 1,361,084 PROPERTY, PREMISES AND EQUIPMENT 2,571,657 2,847,102 661,404 534,219 OTHER ASSETS 89,323 128,053 389,500 - TOTAL ASSETS 4,063,615 5,359,297 2,901,721 3,301,705 See notes to the consolidated and equity method interim financial statements The consolidated and equity method interim financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT MARCH 31, UNAUDITED Baht :000 CONSOLIDATED EQUITY METHOD 1999 1998 1999 1998 LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Bank overdrafts and loans from financial institutions 372,110 421,683 5,314 10,592 Trade accounts and notes payable 163,891 191,267 44,905 39,343 Current portion of long-term liabilities 91,896 1,029,018 18,896 410,347 Long-term liabilities converted to current liabilities according to contracts (Note 7) 240,000 146,553 - - Short-term loans and advance from related parties - - 115,885 21,490 Net payable per forward exchange contracts 15,902 168,581 2,483 118,328 Other current liabilities Accounts payable-construction 11,549 21,453 - - Accrued expenses 126,712 101,551 39,329 32,179 Other 118,198 113,505 96,544 85,522 256,459 236,509 135,873 117,701 Total Current Liabilities 1,140,258 2,193,611 323,356 717,801 LONG-TERM LIABILITIES 492,147 883,923 67,792 336,094 TOTAL LIABILITIES 1,632,405 3,077,534 391,148 1,053,895 MINORITY INTERESTS IN SUBSIDIARY COMPANIES 192,901 211,998 - - DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT MARCH 31, UNAUDITED Baht :000 CONSOLIDATED EQUITY METHOD 1999 1998 1999 1998 LIABILITIES AND SHAREHOLDERS EQUITY (CONTINUED) SHAREHOLDERS EQUITY SHARE CAPITAL Authorized share capital 85,000,000 ordinary shares of Baht 10.00 each 850,000 850,000 850,000 850,000 Issued and paid-up capital 85,000,000 ordinary shares of Baht 10.00 each, fully paid 850,000 850,000 850,000 850,000 PAID-IN CAPITAL Premium on share capital 1,643,000 1,643,000 1,643,000 1,643,000 RETAINED EARNINGS (DEFICIT) Appropriated Legal reserve 56,000 56,000 56,000 56,000 Other reserves 310,000 310,000 310,000 310,000 Unappropriated (deficit) (614,249) (819,557) (341,985) (641,512) Exchange differences on the translation of the financial statements of subsidiary companies (6,442) 30,322 (6,442) 30,322 TOTAL SHAREHOLDERS EQUITY 2,238,309 2,069,765 2,510,573 2,247,810 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 4,063,615 5,359,297 2,901,721 3,301,705 See notes to the consolidated and equity method interim financial statements The consolidated and equity method interim financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE QUARTHR ENDED MARCH 31, UNAUDITED Baht :000 CONSOLIDATED EQUITY METHOD 1999 1998 1999 1998 REVENUES Revenue from sales and services 598,403 687,492 341,722 282,301 Other income Management service income 28,248 27,705 28,514 31,570 Interest income 13,702 8,279 4,621 6,619 Gain on sale of investment (Note 8) - 375,771 - 375,771 Gain on exchange - 104,497 - 74,076 Other 27,633 22,926 14,459 12,367 Total Revenues 667,986 1,226,670 389,316 782,704 EXPENSES Cost of sales and services 293,660 332,530 150,313 125,640 Selling and administrative expenses 132,197 160,044 67,803 69,068 Depreciation and amortization 82,288 96,540 43,007 29,458 Interest expenses 35,098 60,414 6,749 21,959 Directors remuneration 330 375 90 190 Loss on exchange 2,783 - 2,783 - Total Expenses 546,356 649,903 270,745 246,315 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 121,630 576,767 118,571 536,389 EQUITY IN UNDISTRIBUTED NET LOSS OF SUBSIDIARY AND ASSOCIATED COMPANIES - (87,052) (1,896) (46,214) MINORITY INTEREST IN NET LOSS OF SUBSIDIARY COMPANIES 3,875 1,930 - - NET INCOME BEFORE INCOME TAX 125,505 491,645 116,675 490,175 INCOME TAX (9,354) (16,458) - - NET INCOME 116,151 475,187 116,675 490,175 Retained earnings (deficit) brought forward As previously reported (730,400) (1,131,687) (458,660) (1,131,687) Less Adjustments for effect on prior year of applying retroactively the new method of accounting for recognition of subsidiaries loss - (163,057) - - Adjusted deficit (730,400) (1,294,744) (458,660) (1,131,687) Net income 116,151 475,187 116,675 490,175 deficit carried forward (614,249) (819,557) (341,985) (641,512) EARNINGS FOR THE QUARTER PER SHARE Baht 1.37 5.59 1.37 5.77 See notes to the consolidated and equity method interim financial statements The consolidated and equity method interim financial statements have been subjected to a review DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE QUARTER ENDED MARCH 31, UNAUDITED Baht :000 CONSOLIDATED EQUITY METHOD 1999 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net income 116,151 475,187 116,675 490,175 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 82,288 96,540 43,007 29,458 Allowance for doubtful accounts 41 - 46 - (Gain) loss on exchange 7,154 (104,496) 2,775 (74,076) Loss on the liquidation of subsidiary company 903 - 903 - Profit on sale of investment - (375,771) - (375,771) Minority interest in net loss of subsidiary companies (3,875) (1,930) - - Equity in undistributed net loss of subsidiary and associated companies - 87,052 1,896 46,214 (Increase) Decrease in operating assets Net trade accounts and notes receivable 21,999 42,426 21,391 16,064 Inventories 5,788 4,577 4,141 (442) Other receivables (4,655) 14,219 (6,086) 1,844 Other current assets (20,816) 5,781 4,133 13,449 Other assets (1,968) 9,838 - - Increase (Decrease) in operating liabilities Trade accounts and notes payable (22,992) (74,267) (8,179) (12,850) Accrued expenses 33,497 (4,510) (4,895) (15,231) Accounts payable-construction - (4,036) - - Other current liabilities (21,499) (30,278) (39,297) (32,114) Net cash provided by operating activities 192,016 140,332 136,510 86,720 DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE QUARTER ENDED MARCH 31, 1998 UNAUDITED Baht :000 CONSOLIDATED EQUITY METHOD 1999 1998 1999 1998 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments in associated company - 1,110,000 - 1,110,000 Cash received from the liquidation of subsidiary company 203 - 203 - Purchase of shares in subsidiary, associated and other companies (11,917) - (11,917) - Net (increase) decrease in property, premises and equipment (23,091) 52,382 (6,804) (7,991) Net cash provided (used) by investing activities (34,805) 1,162,382 (18,518) 1,102,009 CASH FLOWS FROM FINANCING ACTIVITIES Decrease in bank overdrafts and loans from financial institutions (16,086) (6,685) (6,500) (7,134) Repayment of loans to subsidiary companies - - - (40,546) Cash payment of loans to financial (264,067) (185,085) (233,067) (185,085) institutions Cash received from borrowing - 51,144 5,991 - Net cash used by financing activities (280,153) (140,626) (233,576) (232,765) Exchange differences on the translation of the financial statements of subsidiary companies 14,173 (87,081) - - Net increase (decrease) in cash and cash equivalents (108,769) 1,075,007 (115,584) 955,964 Cash and cash equivalents as at January 1 730,994 398,693 440,760 285,589 Cash and cash equivalents as at March 31 622,225 1,473,700 325,176 1,241,553 See notes to the consolidated and equity method interim financial statements The consolidated and equity method interim financial statements have been subjected to a review