SET Announcements

in Baht and/or in foreign currency equivalent to the total amount not exceeding Baht 2,000 million for local and/or overseas institutional investor, by offering for sale in the whole amount or some part and payment can be made in one or several times. The debenture maturity will not exceed 10 years, which the company's directors will set all details and conditions about issuing and selling of debentures. - The company to have a mutual investment to set up a limited company with authorized share capital not to exceed Baht 1,200 million. The objective of this investment is to invest in large utility system project. The company will invest not to exceed 60% of the authorized share capital of the said limited company. - In the Directors' meeting of 10/1999 held on November 11 , 1999, a resolution was passed approving the company sign the contract with SNC-LAVALIN Inc. in the name of Joint Venture CKSL for design, manufacture ,distribution and installation as contratct with Metropolitan Rapid Transit Authority. Subsidiary - Ch. Karnchang-Tokyu Construction Co., Ltd. Ordinary shareholders' meeting held on April 30, 1999, a resolution was passed approving payment of dividend in amount of Baht 30 per share totalling Baht 30 million. In 1998 Subsidiary - Ch. Karnchang-Tokyu Construction Co., Ltd. Ordinary shareholders' meeting held on April 22, 1998, a resolution was passed approving payment of dividend in amount of Baht 20 per share totaling Baht 20 million. The joint venture had profit sharing payment as follows : (Amounts : Million Baht) 1999 1998 The joint venture which the company has 60% of profit sharing - 87 The joint venture which the company has 40% of profit sharing - 123 The joint venture which the company has 53.2% of profit sharing 205 390 The joint venture which the company has 50% of profit sharing 188 144 NOTE 26 - COMMITMENTS AND CONTINGENT LIABILITIES As at December 31, commitments and contingent liabilities are as follows: - The parent company had commitments from guarantee loans, letter of credit, letters of guarantee issued by banks and discounted notes to joint venture which the company is one of the participants, in the approximate amounts of Baht 2,786.7 million and Baht 6,028.45 million in 1999 and 1998, respectively. - In 1999 and 1998, the joint ventures have unused letters of credit with banks in the approximate amount of Baht 768.31 million and Baht 1036.26 million, respectively. The commitments from letter of guarantee issued by banks are as follows: (Amounts : Baht) Consolidated CH. Karnchang Public Co., Ltd. 1999 1998 1999 1998 Guarantee of construction contract, bid, and payment 6,210,518,851 6,923,802,201 1,582,316,235 1,659,865,029 Advance Payment Bond and Retention 5,302,638,252 5,141,260,644 389,702,043 172,427,440 Guarantee of loss revenue due to damage caused by transportation, retention bond, rental equipment, electricity and letter of credit 1,111,897,454 1,421,169,575 997,078,839 1,065,552,468 Foreign exchange In 1999 The joint venture which the company has 35% of profit sharing The joint venture has commitment with banks from forward contracts in amount of USD11.07 million. This contract may raise gain or loss from exchange rate in the future. These contracts will be due in 2000. The joint venture which the company has 25% of profit sharing The joint venture has made 26 foreign exchange forward contracts in totalling amount of Yen 2,600 million with 3 commercial banks which pledged by fixed deposit in amount of Baht 32.5 million and guaranteed by the participant. This contract may raise gain or loss from exchange rate in the future. These contracts will be due in 2000. The joint venture has made another 2 foreign exchang forward contracts in totalling amount of Yen 200 million. The effects of these contracts will depend upon future decision of commercial bank as contractor. In 1998 Foreign exchange The joint venture which the company has 35% of profit sharing The joint venture has commitment with banks from forward contracts in amount of USD 29.45 million. This contract may raise gain or loss from exchange rate in the future. The contract will be due in October and November 1999. The joint venture which the company has 25% of profit sharing has made 4 foreign exchange forward contracts in totalling amount of Yen 1,000 million with a commercial bank and pledged by fixed deposit in amount of Baht 25 million. This contract may raise gain or loss from exchange rate in the future. These contracts will be due in 1999. Contracts 1999 Subsidiary - Construction Material Suppliy Co., Ltd. The subsidiary has made factory rental agreements . The leasing rate is Baht 2,503,000 per month until May 1, 2000. The joint venture which the company has 35% of profit sharing The joint venture has made 2 land leasing agreements for 3 year and 4 year periods. The leasing rate is Baht 13,500 per month per rai and Baht 618,000 per year, respectively. The joint venture which the company has 25% of profit sharing - Commitment from vehicle rental agreement in the approximate amount of Baht 20.56 million. - Land rental agreement for plant to produce construction supplies and to locate temporary office in the approximate amount of Baht 13.19 million In 1998 Subsidiary - Ch. Karnchang-Tokyu Construction Co., Ltd. - Subsidiary company has the outstanding balance of sale construction supplies contract in the approximate amount of Baht 19.55 million. - And from other rental contracts. The joint venture which the company has 35% of profit sharing - The joint venture has made 2 land leasing agreements for 3 year and 4 year periods. The leasing rate is Baht 13,500 per month per rai and Baht 618,000 per year, respectively. The joint venture which the company has 25% of profit sharing - The joint venture has the outstanding balance of purchase contract with subsidiary company in the approximate amount of Baht 20 million. - Commitment from vehicle rental agreement in the approximate amount of Baht 32.4 million Others In 1999 The joint venture which the company has 59.99% of profit sharing The joint venture which the company has 59.99% of profit sharing was claimed to compensate on its staff lay off in the approximate amount of Baht 4.6 million. The case is on trail and in the consideration of court. The joint venture which the company has 35% of profit sharing -Was claimed by its employee to pay compensation according to the case of work operation in the approximate amount of Baht 1.5 million. The case is on trail and in the consideration of Court. - Was claimed due to breaking the law in the amount of Baht 315,500.The case is on trail. - Had loan outstanding from a commercial bank which was overdue. The lender has right to demand for principal repayment immediately according to the agreement. As at December 31,1999, The outstanding are in the amount of Baht 688 million. The joint venture which the company has 25% of profit sharing The joint venture was claimed on an unfair employment termination by a former employee in the approximate amount of Baht 197.47 million, although the former employee received the full amount of compensation based on Thai Labor Law. The case is still under the court procedures. The view of its legal consulting company is that according to court practice, no precedent has existed for the payment of such a large claim in a Labor Case and expected that the case would be concluded in favor of the joint venture. NOTE 27 - COMPENSATION FROM EMPLOYER The joint venture which the company has 35% of profit sharing The joint venture has increasing construction costs since the Expressway Rapid Transit Authority (employer) submitted right of way to the joint venture late than scheduled. The joint venture has sent letter to claim the employer for compensation according to actual costs incurred in various expenses. Employer's engineering consultant is currently considering for the appropriation of the said costs. This would result in additional revenue from the said claim of compensation in a certain amount according to the right of claim concerned. And another claim for compensation from the employer for the variation order, the view of its solicitor is that the joint venture will receive the compensation from the employer, but the joint venture has not received any confirmation from the employer. NOTE 28 - DISCLOSURE As at December 31, The transaction of joint venture that included in the consolidated financial statements are as follows: Amounts : Thousand Baht 1999 1998 Current assets 5,550,236 7,666,275 Fixed assets and other assets 759,704 1,298,729 Other Assets 111,701 156,953 Current liabilities 8,079,457 8,570,057 Long-term liabilities 199,035 1,425,146 Revenue 6,400,059 9,501,679 Expense 6,908,220 9,581,090 NOTE 29 - SUBSEQUENT EVENTS Subsequent events of the financial statements for the year ended as at December 31, 1999 as follows: Parent company In January 2000, the parent company brought 3,408,705 common shares of Bangkok Expressway Public Co., Ltd. from the related company - CH.Karnchang Holding Co., Ltd. at Baht 18.50 per share (closing price as 31 December 1999) totalling approximated amount of Baht 63.06 million according to the executive board meeting no.1/2543 held on 24 January 2000. NOTE 30 - RECLASSIFICATION Certain transactions for financial statements of 1998 have been reclassified to conform with the financial statements of 1999 which some transactions is reclassified to complied with the new generally accepted accounting principles applied for financial statements of fiscal year 1999. NOTE 31 - DISCLOSURE OF SEGMENT INFORMATION The parent company, subsidiaries and joint ventures operate their constructions only in Bangkok and region. Therefore, segment information is not available. NOTE 32 - ADMINISTRATIVE EXPENSE Administrative expense in the company financial statement are as followed: Amounts : Thousand Baht 1999 1998 Expenses concern to employ 129,194 137,392 Building, and equipment 44,597 47,164 Tax 39,989 64,982 Other expenses 36,166 35,813 Total 249,946 285,351 NOTE 33 - YEAR 2000 ISSUES (UNAUDITED) The year 2000 problem arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as some other year, resulting in errors when information using year 2000 dates is processed. Entities may experience the effects of the Year 2000 issues after January 1, 2000, and that effects on operations and financial reporting, if not addressed properly and timely, may range from minor errors to significant systems failure which could affect an entity's ability to conduct normal business operations. In addition, it is not possible to be certain that all aspects of the Year 2000 issues affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. As of the date (February 18, 2000), the companies have not experienced any significant disruptions to the financial or operating activities caused by failure of the companies' computerized system resulting from Year 2000 issues. The companies' management do not expect Year 2000 issues to have a material adverse effect on the Companies operations or financial results in 2000.