17 May 2001

FINANCIAL STATEMENTS QUARTER 1/2544

Auditor's Review Report To the Shareholders of Sansiri Public Company Limited: I have reviewed the consolidated balance sheet of Sansiri Public Company Limited and subsidiaries as at March 31, 2001, and the related consolidated statements of income, changes in shareholders' equity, deficit and cash flows for each of the three-month periods ended March 31, 2001 and 2000, and the separate financial statements of Sansiri Public Company Limited for the same periods. The Company's management are responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to issue a report on these financial statements based on my review. Except as described in the third and fifth paragraphs, I conducted my review in accordance with the standard on auditing applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit in accordance with generally accepted auditing standards. I have not performed an audit and, accordingly, I do not express an audit opinion. As discussed in Note 3 to the financial statements, in the consolidated and the Company's financial statements for the three-month period ended March 31, 2001, investments by equity method in an associated company of Baht 5.95 million, which were calculated based on the financial statements reviewed by other auditor and to which the share of profit was attributable in the amount of Baht 0.03 million, and the Company recognized unrealized loss on available securities for sale amounting to Baht 1.11 million. Investments by equity method in mutual fund in the amount of Baht 50.50 million was calculated based on the financial statements for the three-month period ended March 31, 2001, prepared by the management and not audited by an auditor and to which the share of profit was attributable in the amount of Baht 3.47 million. The management informed me that the fund will arrange the financial statements at the year end only. I was unable to satisfy myself regarding the above transactions. As at March 31, 2000, the parent company has outstanding receivables, loans to subsidiaries with 99 percent of shareholding and interest receivable of Baht 364 million in the Company's financial statements that may have the problem about the repayment. The Company did not set up allowance for doubtful receivables in accordance with generally accepted accounting principles. As described in Note 3 to the financial statements, in the consolidated and the Company's financial statements for the three-month period ended March 31, 2000, investments by equity method in two associated companies of Baht 6.4 million and Baht 118.51 million, which were calculated by using the equity method and to which the share of profit (loss) was attributable in the amount of Baht 0.02 million, according to the financial statements reviewed by other auditor and Baht (0.05) million was based on the financial statements for the year ended December 31, 1999 audited by the other auditor, respectively. In addition, the Company recognized gain from capital reduction of this associated company amounting to Baht 9.9 million in the first quarter of 2000. Except for the effects of such adjustments on the financial statements for the three-month period ended March 31, 2001 and 2000, if any, as might have been necessary as described in the third and fifth paragraphs and except for the effect on the financial statements for the three-month period ended March 31, 2000 from the matter as described in the fourth paragraph, based on my review, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in conformity with generally accepted accounting principles. I draw attention to Notes 1, 2, 15 and 16 to the financial statements as follows: 1) Although the various plans carried on by the management, for having the new investors, increased share capital and restructuring debts, decreased the debts of the Company since1998, the operations of the Company, which still have been affected by the economic conditions in Thailand and the Asia Pacific Region in general, have resulted in a operating loss for the three-month period ended March 31, 2001 and 2000. As at March 31, 2001 and 2000 the Company has overdue principal and interest on loans and interest payable as described in Note 16 to the financial statements, including the overdue interest as at March 31, 2000, part of which being negotiated with certain financial institutions. In addition, certain subsidiaries have the problem regarding going concern. These uncertainties will further affect the companies' operations. The companies' ability to continue business as going concerns depends on the economic recovery and the success of improvement plans being implemented. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or classification of liabilities that might be necessary if the companies are not successful to continue its business. 2) Related party transactions and for the three-month period ended March 31, 2000, the parent company has loans to subsidiaries resulting from converting interest payable into promissory notes amounting to Baht 78.94 million, are without interest. 3) As at March 31, 2000, the Company was in the process of the negotiation to settle debts with two construction creditors. The result of the negotiation had still unknown. The Company did not record the said liability in the book of the Company. However, in August 2000 the Company entered into the debt settlement agreements with the creditors. As a result, the Company recognized loss of Baht 11.55 million. I have audited the consolidated financial statements of Sansiri Public Company Limited and subsidiaries for the year ended December 31, 2000 and the separate financial statements of the Company for the year then ended in accordance with generally accepted auditing standards and my report dated February 20, 2001 expressed a qualified opinion on those statements that I was unable to satisfy myself regarding banks overdraft and loans from financial institutions of Baht 203.42 million, in the consolidated financial statements and the Company did not allow me to send a letter requesting confirmation of an advance payable from a project customer as at December 31, 2000 amounting to approximately Baht 2.09 million in the consolidated financial statements on the reason that it might affect the business. Additionally, investments by equity method in an associated company of Baht 7.03 million and in mutual fund of Baht 74.53 million in the consolidated and the Company's financial statements. The accompanying consolidated balance sheet of the Company and subsidiaries as at December 31, 2000 and the separate balance sheet of the Company as at the same date, which have been presented for comparison, are parts of the financial statements on which I have audited and reported. I have not conducted any other audit procedures subsequent to the date of my report. Supot Singhasaneh Certified Public Accountant Registration Number 2826 KPMG Audit (Thailand) Limited Bangkok, May 11, 2001 FINANCIAL STATEMENTS AND AUDITOR'S REVIEW REPORT SANSIRI PUBLIC COMPANY LIMITED AND SUBSIDIARIES FIRST QUARTER ENDED MARCH 31, 2001