Public Co., Ltd. Management Subsidiary 600,000 79.65 780,047 303,376 0 3.Philippine Hoteliers, Inc. Hotel Subsidiary PESO409,870 85.76 688,948 611,007 0 4.Dusit Thani Delaware, Inc. Holding Subsidiary US$ 850 100.00 0 0 0 5.Dusit Thani International Co., Ltd. Holding Subsidiary 4,000 99.99 4,000 3,144 0 6.Best Western Room (Thailand) Co., Ltd. reservation agent Subsidiary 25 99.30 25 26 26 7.Landmark Hotel Co., Ltd. Hotel Subsidiary 10,000 99.88 9,988 0 0 8.Dusit Thani College College Subsidiary - - - - 217,716 Associated companies 1.Worldclass Rent a Car Co., Ltd. Car rental Associated 100,000 20.00 20,000 0 0 Related companies 1.Acme Printing Co., Ltd. Printing house Director holds the shares 40,000 - - - - 2.Crown Property Bureau Land leasing Major shareholder - - - - - 1,907,126 917,553 217,742 /12 - 12 - December 31, 1999 Baht :000 The Company Only Companys Type of Relationship Issued and % of Cost Equity Consolidated name business paid-up shareholding Subsidiaries 1.Dusit Hotels and Resorts Co,Ltd. (formerly Dusit Resort Cha-am Co., Ltd.) Condominium Subsidiary 225,000 97.32 403,891 0 0 2.Royal Princess Hotel and Public Co., Ltd. management Subsidiary 600,000 79.65 780,047 327,684 0 3. Philippine Hoteliers, Inc. Hotel Subsidiary PESO409,870 85.76 688,949 603,950 0 4.Dusit Thani Delaware, Inc. Holding Subsidiary US$ 850 100.00 0 0 0 5.Dusit Thani International Co., Ltd. Holding Subsidiary 4,000 99.99 4,000 3,127 0 6.Best Western (Thailand) Room Co., Ltd. reservation agent Subsidiary 25 99.30 25 26 26 7.Landmark Hotel Co., Ltd. Hotel Subsidiary 10,000 99.88 9,988 0 0 8.Dusit Thani College College Subsidiary - - - - 217,716 Associated companies 1.Worldclass Rent a Car Co., Ltd. Car rental Associated 100,000 20.00 20,000 - 0 2.Direct Commerce Technology Co., Ltd. E-Commerce Associated 2,500 49.00 1,225 1,225 1,225 Related companies 1.Acme Printing Co., Ltd. Printing house Director holds the shares 40,000 - - - - 2.Crown Property Bureau Land leasing Major shareholder - - - - - 1,908,125 936,012 218,967 On November 15, 1999, the Directors meeting of the Company passed a resolution to transfer the hotel management service business of the Company to Dusit Resort Cha-am Company Limited on January 1, 2000 and also to sell the equipment relating to this business. Dusit Resort Cha-am Company Limited changed its name to Dusit Hotels and Resorts Company Limited on December 23, 1999. On November 15, 1999, the Directors meeting of the Company passed a resolution to close Dusit Thani Delaware, Inc. which is a subsidiary included in the consolidated financial statements. On March 31, 2000, this subsidiary was in the liquidation process. For the quarter ended March 31, 1999, Dusit Thani Delaware,Inc. has net income of Baht 7.61 million. /13 - 13 - 10.2 Significant business transactions with related parties The Company only For the quarter ended March 31, 2000 Baht :000 Company Revenue from Other Cost of Selling and Account Management Other Leasehold Goodwill on the Accounts Accrued Other sales and income sales administrative receivables receivable current acquisition of payable expenses current services expenses assets hotel business liabilities from the subsidiary Royal Princess Public Co., Ltd. 86 198 - - 116 23,820 13,735 - - - - - Dusit Hotels and Resorts Co., Ltd. (formerly Dusit Resort Cha-am Co., Ltd.) 947 681 12,250 28,593 380 - 768 148,000 348,500 246 2,261 5,704 Philippine Hoteliers, Inc. - - - - - 41 11 - - - - - Dusit Thani International Co., Ltd. - 15 - - - - 658 - - - - - Acme Printing Co., Ltd. - - - 545 - - - - - 265 - 24 Crown Property Bureau - - - 705 - - - - - - - - 1,033 894 12,250 29,843 496 23,861 15,172 148,000 348,500 511 2,261 5,728 The Company only For the quarter ended March 31, 1999 Baht :000 Company Management Other Cost of Selling and Interest Interest Management Other Leasehold Goodwill on the Loans Accrued service income sales administrative income expenses receivable current acquisition of from expenses income expenses assets hotel business subsidiary from the subsidiary Royal Princess Public Co., Ltd. - 210 - - - - 10,188 15,535 - - - - Dusit Hotels and Resorts Co., Ltd. (formerly Dusit Resort Cha-am Co., Ltd.) - 15 12,250 2,700 12 - - 12 156,000 389,500 - - Philippine Hoteliers, Inc. 6,466 - - - - - 6,507 - - - - - Dusit Thani Delaware, Inc. - - - - - 1,626 - - - - 115,885 6,339 Dusit Thani International Co., Ltd. - 600 - - - - - 654 - - - - Acme Printing Co., Ltd. - - - 810 - - - - - - - 274 Crown Property Bureau - - - 705 - - - - - - - - 6,466 825 12,250 4,215 12 1,626 16,695 16,201 156,000 389,500 115,885 6,613 Prices and terms are as follows : Management fee 2%-3% of total revenues Incentive fee 2.5%-6% of gross profit Marketing fee 2.5% of room revenues Technical fee 3% of room revenues /14 - 14 - Management fees are based on the same rates as the fees charged to other hotels. Other income is calculated based on actual expenses incurred. Goodwill on the acquisition of hotel business from the is based on the price agreed upon by the Company and the subsidiary. 11. COMMITMENTS AND CONTINGENCIES As at March 31, 2000 and December 31, 1999, subsidiaries have contingent liability for a portion of buildings construction in the amount of Baht 32.23 million, based on the original terms of the contracts. The construction has been completed but the subsidiaries have not yet signed the final engineering approval, as the contractors did not comply with all the conditions in the contract. The subsidiaries have not accrued for this amount. As at March 31, 2000 and December 31, 1999, the Company and subsidiaries had contingent liabilities for bank guarantees totalling Baht 19.76 million. As at March 31, 2000 and December 31, 1999, the Company had contingent liabilities for bank guarantees totalling Baht 14.55 million. On April 2, 1999, the Company and subsidiary entered into an agreement to sell the 3,000,000 shares of DPMN Industries Company Limited to MBK Industry Company Limited at Baht 0.01 per share (Baht 15,000 for each company). According to such agreement, the Company and subsidiary agree at their option to buy the shares back within 3 years at the net book asset value on the repurchase date. As at March 31, 2000 and December 31, 1999, the Company was a third defendant in a lawsuit claiming Baht 1,045.86 million from the 4 defendants. Based on consultation with legal advisors, management believes that such case will not have material effect on the operations and financial position of the Company. On March 31, 2000, one subsidiary, Royal Princess Public Company Limited was a defendant in a lawsuit claiming Baht 39.67 million. Based on consultation with legal advisors, management believes that such case will not have material effect on the operations and financial position of the company. /1 - 15 - 12. BUSINESS SEGMENT INFORMATION Business segment information of the Company and subsidiaries classified by geographical segment are as follows: Million Baht Revenues Net Income For the quarter ended March 31, 2000 Bangkok 232.41 84.69 Metropolitan 252.93 13.50 Overseas 150.25 18.57 Total 635.59 116.76 Add (Less) Inter-company transactions (1.03) 10.01 Total 634.56 126.77 Add Minority interest in net loss of subsidiaries 3.41 Consolidated net income 130.18 Million Baht Revenues Net Income For the quarter ended March 31, 1999 Bangkok 219.87 46.35 Metropolitan 229.65 39.48 Overseas 148.88 17.22 Total 598.40 103.05 Add (Less) Inter-company transactions - (4.83) Total 598.40 98.22 Add Minority interest in net loss of subsidiaries 3.77 Consolidated net income 101.99 13. DISCLOSURE OF FINANCIAL INSTRUMENTS 13.1 Fair value of financial instruments As at March 31, 2000 and December 31, 1999, fixed deposits with maturity of 1 year and short-term investments whose maturities is more than 90 days have carrying value of Baht 372.42 million 263.42 million, respectively and fair value of Baht 372.44 million and Baht 263.83 million, respectively. The fair value is estimated using the discounted cash flow analysis based on the interest rate currently offered for deposits with similar terms. 13.2 Forward exchange contract As at March 31, 1999, the Company has a forward exchange contract with a bank to buy US$ 1,500,000 at the rate of Baht 39.4612 for US$ 1, for the remaining period of 181 days. As at March 31, 1999, the exchange rate US$ 1 is Baht 37.7915. /16 - 16 - 14. YEAR 2000 PROBLEM (Not reviewed -Not Covered by the Review Report of Independent Certified Public Accountants) The Company and its subsidiaries had modified their computer systems to address the Year 2000 problems and evaluated its impact. To date, the Company and its subsidiaries have not experienced any material impact on their operations. 15. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE On April 26, 2000, the shareholders meeting of Supsinthanee Company Limited, the subsidiary, passed a special resolution to decrease the capital of the company from Baht 213.00 million to Baht 53.25 million by a deduction of the par value from Baht 100 per share to Baht 25 per share, which the number of outstanding shares remains the same which are 930,000 preferred shares and 1,200,000 ordinary shares, totalling 2,130,000 shares. The resolution will be registered with the Registrar of Partnerships and Companies at a later date.