ANNUAL CONSOLIDATED FINANCIAL STATEMENTS FOR YEAR 2000

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE SHAREHOLDERS AND BOARD OF DIRECTORS DUSIT THANI PUBLIC COMPANY LIMITED We have audited the consolidated balance sheets of Dusit Thani Public Company Limited and its subsidiaries and the balance sheets of Dusit Thani Public Company Limited as at December 31, 2000 and 1999, and the related consolidated and the Company's statements of income, changes in shareholders' equity, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company's management as to their correctness and completeness of the presentation. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we 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 statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the aforementioned consolidated and the Company's financial statements present fairly, in all material respects, the financial position of Dusit Thani Public Company Limited and its subsidiaries and of Dusit Thani Public Company Limited as at December 31, 2000 and 1999, and the results of operations and the cash flows for the years then ended in conformity with generally accepted accounting principles. - 2 - As described in Note 3.2 to the financial statements, the consolidated financial statements for the year ended December 31, 2000 included the financial statements of Korat Thani Corporation Limited which have been audited by another auditor of the same firm whose report thereon dated February 1, 2001 disclaimed an opinion. This disclaimer of opinion issued by the other auditor was due to the uncertainty of Korat Thani Corporation Limited to continue as a going concern as a result of the significant of liabilities and legal proceedings has been undertaken against it by one of its lenders since December 1999. Currently, the case is under the consideration of the Court. As at December 31, 2000, the Company had an indirect equity interest of 54.16% in Korat Thani Corporation Limited and this company had total assets of Baht 203,038,183, and total revenues of Baht 61,566,353 or 4.95% and 2.43% of the related consolidated totals. In addition, the consolidated financial statements also included the financial statements of Supsinthanee Company Limited which have been audited by another auditor of the same firm whose report thereon dated January 31, 2001 expressed an unqualified opinion with an explanatory paragraph regarding the ability of the company to continue as a going concern. As at December 31, 2000, the Company had an indirect equity interest of 79.64% in Supsinthanee Company Limited and this company had total assets of Baht 258,632,726 and total revenues of Baht 60,265,602 (including gain on debts restructuring of Baht 37,950,139) or 6.31% and 2.38% of the related consolidated totals. Management's plans to resolve these matters are disclosed in Note 3.2 to the financial statements. Chongchitt Leekbhai Certified Public Accountant (Thailand) BANGKOK Registration No. 2649 February 26, 2001 DELOITTE TOUCHE TOHMATSU JAIYOS DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 ASSETS CURRENT ASSETS Cash in hand and at banks 240,155,073 196,217,827 84,007,035 73,586,002 Short-term investments (Note 6) 603,264,389 458,067,317 489,110,054 420,191,686 Trade accounts and notes receivable (Note 7) 167,041,110 162,715,137 102,043,216 101,698,743 Less Allowance for doubtful accounts (Note 4.2) (15,415,755) (20,610,401) (11,403,352) (12,202,268) Net trade accounts and notes receivable 151,625,355 142,104,736 90,639,864 89,496,475 Inventories (Notes 4.3 and 8) 138,206,270 183,044,148 32,402,980 38,634,633 Other current assets Other receivables 25,349,081 33,316,853 23,864,967 48,812,928 Accrued interest receivable 5,137,451 4,418,758 4,201,072 3,792,918 Others 53,449,961 52,782,479 33,938,483 44,919,798 83,936,493 90,518,090 62,004,522 97,525,644 Total Current Assets 1,217,187,580 1,069,952,118 758,164,455 719,434,440 INVESTMENTS AND LOANS (Notes 4.4 and 9) Related parties 217,741,669 218,966,659 959,152,676 936,012,257 Real estate 81,817,062 81,817,062 51,582,501 51,582,501 Others 243,993,413 61,490,307 177,766,336 7,865,607 543,552,144 362,274,028 1,188,501,513 995,460,365 PROPERTY, PREMISES AND EQUIPMENT NET (Notes 4.5 and 10) 2,326,587,722 2,444,428,425 673,828,015 651,848,518 OTHER ASSETS (Notes 4.6 and 11) 13,339,898 11,227,604 317,750,000 358,750,000 TOTAL ASSETS BAHT 4,100,667,344 3,887,882,175 2,938,243,983 2,725,493,323 Notes to the financial statements form an integral part of these statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 LIABILITIES AND SHAREHOLDERS' EQUITY Bank overdrafts and loans from financial institutions (Notes 4.7 and 12) 136,509,620 378,122,448 13,473,581 14,599,973 Liabilities resulting from the recognition of subsidiaries' loss in excess of investments - - - 140,323,239 Trade accounts and notes payable 163,131,573 187,704,221 48,952,102 63,390,330 Current portion of long-term liabilities (Notes 4.7 and 14) 40,000,000 78,000,000 - - Long-term liabilities converted to current liabilities according to contracts (Notes 13 and 14) 240,000,000 240,000,000 - - Net payable per forward exchange contracts 7,696,800 13,419,300 - - Other current liabilities Other payables 24,285,176 31,769,310 29,394,476 30,687,969 Accounts payable-construction 25,910,264 22,300,587 17,840,966 43,779 Accrued expenses 251,943,136 240,827,750 67,966,440 73,403,579 Others 99,083,496 111,195,049 68,354,862 84,177,770 401,222,072 406,092,696 183,556,744 188,313,097 Total Current Liabilities 988,560,065 1,303,338,665 245,982,427 406,626,639 LONG-TERM LIABILITIES (Notes 4.7 and 14) 263,406,980 112,834,838 - - TOTAL LIABILITIES 1,251,967,045 1,416,173,503 245,982,427 406,626,639 DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 LIABILITIES AND SHAREHOLDERS' EQUITY (CONTINUED) SHAREHOLDERS' EQUITY SHARE CAPITAL Authorized share capital 85,000,000 ordinary shares of Baht 10.00 each 850,000,000 850,000,000 850,000,000 850,000,000 Issued and paid-up capital 85,000,000 ordinary shares of Baht 10.00 each, fully paid 850,000,000 850,000,000 850,000,000 850,000,000 PAID-IN CAPITAL Premium on share capital 1,643,000,000 1,643,000,000 1,643,000,000 1,643,000,000 RETAINED EARNINGS Appropriated Legal reserve (Note 15) 85,000,000 85,000,000 85,000,000 85,000,000 Other reserves (Note 16) 310,000,000 310,000,000 310,000,000 310,000,000 Unappropriated (deficit) (136,373,231) (559,997,242) (136,373,231) (559,997,242) 2,751,626,769 2,328,002,758 2,751,626,769 2,328,002,758 Unrealized gain (loss) on securities available for sale (5,350,425) 9,196,852 (5,350,425) 9,196,852 Exchange differences on the translation of financial statements of subsidiaries (54,014,788) (18,332,926) (54,014,788) (18,332,926) TOTAL COMPANY SHAREHOLDERS' EQUITY 2,692,261,556 2,318,866,684 2,692,261,556 2,318,866,684 Minority interests in subsidiaries 156,438,743 152,841,988 - - TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY BAHT 4,100,667,344 3,887,882,175 2,938,243,983 2,725,493,323 Notes to the financial statements form an integral part of these statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 REVENUES Revenue from sales and services - Hotel business 2,255,878,208 2,209,297,771 1,220,147,039 1,167,588,053 - Condominium business (Note 4.8) 23,370,000 7,800,000 - - Other income Management service income 71,414,290 72,749,834 - 75,802,100 Interest income 28,144,141 21,009,226 24,897,594 17,803,222 Profit on sales of investments - 30,000 21,000 15,000 Gain on exchange - - - 2,886,792 Others 113,939,110 120,938,447 57,622,453 100,725,092 Total Revenues 2,492,745,749 2,431,825,278 1,302,688,086 1,364,820,259 EXPENSES Cost of sales and services - Hotel business 1,172,303,059 1,176,649,309 594,231,631 587,492,447 - Condominium business 22,390,646 7,141,120 - - Selling and administrative expenses 419,584,573 517,767,158 289,029,900 274,564,044 Depreciation and amortization 229,003,527 377,202,797 121,064,871 151,823,575 Interest expenses 119,242,312 132,396,449 61,594 12,923,350 Directors' remuneration 1,614,000 1,505,000 489,000 365,000 Loss on exchange 3,550,710 2,223,444 119,345 - Total Expenses 1,967,688,827 2,214,885,277 1,004,996,341 1,027,168,416 INCOME BEFORE EQUITY IN SUBSIDIARY AND ASSOCIATED COMPANIES AND MINORITY INTEREST 525,056,922 216,940,001 297,691,745 337,651,843 EQUITY IN UNDISTRIBUTED NET INCOME (LOSS) OF SUBSIDIARY AND ASSOCIATED COMPANIES - - 182,683,683 (125,333,965) MINORITY INTEREST IN NET (INCOME) LOSS OF SUBSIDIARIES (9,416,590) 23,690,027 - - INCOME BEFORE INCOME TAX 515,640,332 240,630,028 480,375,428 212,317,878 INCOME TAX (Note 4.9) (129,966,460) (73,929,290) (86,974,908) (45,617,140) INCOME BEFORE EXTRAORDINARY ITEM 385,673,872 166,700,738 393,400,520 166,700,738 EXTRAORDINARY ITEM Gain on debts restructuring of subsidiary (Note 18) 37,950,139 - 30,223,491 - NET INCOME BAHT 423,624,011 166,700,738 423,624,011 166,700,738 BASIC EARNINGS PER SHARE Income before extraordinary item BAHT 4.53 1.96 4.62 1.96 Extraordinary item BAHT 0.45 - 0.36 - Net income BAHT 4.98 1.96 4.98 1.96 NUMBER OF ORDINARY SHARES SHARES 85,000,000 85,000,000 85,000,000 85,000,000 Notes to the financial statements form an integral part of these statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 SHARE CAPITAL-ORDINARY SHARES Beginning balance 850,000,000 850,000,000 850,000,000 850,000,000 Ending balance 850,000,000 850,000,000 850,000,000 850,000,000 PAID-IN CAPITAL Premium on share capital Beginning balance 1,643,000,000 1,643,000,000 1,643,000,000 1,643,000,000 Ending balance 1,643,000,000 1,643,000,000 1,643,000,000 1,643,000,000 RETAINED EARNINGS Appropriated Legal reserve Beginning balance 85,000,000 56,000,000 85,000,000 56,000,000 Addition - 29,000,000 - 29,000,000 Ending balance 85,000,000 85,000,000 85,000,000 85,000,000 Other reserves Beginning balance 310,000,000 310,000,000 310,000,000 310,000,000 Ending balance 310,000,000 310,000,000 310,000,000 310,000,000 Unappropriated (deficit) Beginning balance (559,997,242) (730,400,111) (559,997,242) (697,697,980) Less Prior years' adjustments (Notes 4.4 and 17) - 32,702,131 - - (559,997,242) (697,697,980) (559,997,242) (697,697,980) Addition 423,624,011 166,700,738 423,624,011 166,700,738 Deduction - (29,000,000) - (29,000,000) Ending balance (136,373,231) (559,997,242) (136,373,231) (559,997,242) Unrealized gain (loss) on securities available for sale Beginning balance 9,196,852 - 9,196,852 - Addition (deduction) (14,547,277) 9,196,852 (14,547,277) 9,196,852 Ending balance (5,350,425) 9,196,852 (5,350,425) 9,196,852 Exchange differences on the translation of the financial statements of subsidiaries Beginning balance (18,332,926) (19,020,978) (18,332,926) (19,020,978) Addition - 688,052 - 688,052 Deduction (35,681,862) - (35,681,862) - Ending balance (54,014,788) (18,332,926) (54,014,788) (18,332,926) TOTAL SHAREHOLDERS' EQUITY BAHT 2,692,261,556 2,318,866,684 2,692,261,556 2,318,866,684 Notes to the financial statements form an integral part of these statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 UNAPPROPRIATED RETAINED EARNINGS (DEFICIT) As previously reported (559,997,242) (730,400,111) (559,997,242) (697,697,980) Less Prior years' adjustments (Notes 4.4 and 17) - 32,702,131 - - Adjusted retained earnings (deficit) (559,997,242) (697,697,980) (559,997,242) (697,697,980) Less Appropriation for the prior year Legal reserve - (17,500,000) - (17,500,000) Appropriation for the year Legal reserve - (11,500,000) - (11,500,000) Add Net income for the year 423,624,011 166,700,738 423,624,011 166,700,738 Total unappropriated retained Earnings (deficit) (136,373,231) (559,997,242) (136,373,231) (559,997,242) APPROPRIATED RETAINED EARNINGS Legal reserve 85,000,000 85,000,000 85,000,000 85,000,000 Other reserves 310,000,000 310,000,000 310,000,000 310,000,000 Total appropriated retained earnings 395,000,000 395,000,000 395,000,000 395,000,000 TOTAL RETAINED EARNINGS (DEFICIT) BAHT 258,626,769 (164,997,242) 258,626,769 (164,997,242) Notes to the financial statements form an integral part of these statements DUSIT THANI PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, CONSOLIDATED THE COMPANY ONLY 2000 1999 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Income before extraordinary item 385,673,872 166,700,738 393,400,520 166,700,738 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Bad debts and doubtful accounts (5,372,895) (3,708,280) (798,916) (4,045,926) Depreciation and amortization 229,003,527 276,088,329 80,064,871 110,823,575 Amortization of other assets - 101,114,468 41,000,000 41,000,000 (Gain) loss on sale of property, premises and equipment (1,561,221) 1,182,664 (1,160,592) 1,588,978 Loss on fixed assets written off 6,623,684 - 5,638,154 - (Gain) loss on exchange 3,431,365 5,110,235 - (2,894,383) Loss on diminution in value of securities 2,969,623 12,920,850 - 4,000,000 Loss on impairment of assets 12,292,650 10,597,311 - - Loss on the liquidation of subsidiaries - 902,852 - 949,291 Gain on sales of investments - (30,000) (21,000) (15,000) Gain on write-off of accounts payable-construction (12,366,468) - - - Minority interest in net income (loss) of subsidiaries 9,416,590 (23,690,027) - - Equity in undistributed net (income) loss of subsidiary and associated companies - - (182,683,683) 125,333,965 (Increase) decrease in operating assets Short-term investments with maturity of more than 3 months (201,000,000) (277,800,000) (132,400,000) (245,500,000) Net trade accounts and notes receivable (6,611,752) 15,336,223 (344,474) 18,597,140 Inventories 31,590,717 1,988,553 6,231,653 (3,067,729) Other receivables 7,967,773 9,427,852 24,947,960 (7,407,128) (more)