Exhibit 14.6

CAMGSM COMPANY LIMITED

FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2003

---



CAMGSM COMPANY LIMITED  FINANCIAL STATEMENTS  FOR THE YEARS ENDED 31 DECEMBER 2003, 2002 AND 2001

CONTENTS

|                                                        |  | Page  
|------------------------------------------------------- |  | ------
|Report of independent registered public accounting firm |  | 1     
|Statements of income                                    |  | 2     
|Statements of changes in owner's equity                 |  | 3     
|Balance sheets                                          |  | 4     
|Statements of cash flows                                |  | 5     
|Notes to the financial statements                       |  | 6 - 19

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Owner
of CamGSM Company Limited:

We
have audited the accompanying balance sheets of CamGSM Company Limited, as of December 31, 2003 and 2002 and the related statements of income, changes in owner's equity and
cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provides a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CamGSM Company Limited, as of December 31, 2003 and
2002 and the result of its operations, changes in owner's equity and cash flows for each of the three years in the period ended December 31, 2003 in accordance with International Financial
Reporting Standards as published by the International Accounting Standards Board.

International
Financial Reporting Standards vary in certain respects from accounting standards generally accepted in the United States of America. Information relating to the nature and
effect of such differences is presented in Note 24 to the financial statements.

PRICEWATERHOUSECOOPERS
(CAMBODIA) LIMITED
Phnom Penh, Kingdom of Cambodia
30 June 2004

Exh 14.6-1

---





CAMGSM COMPANY LIMITED  STATEMENTS OF INCOME  FOR THE YEARS ENDED 31 DECEMBER 2003, 2002 AND 2001

|                                    |  | Notes |  | 2003
US$   |  | 2002
US$   |  | 2001
US$  
|----------------------------------- |  | ----- |  | ---------- |  | ---------- |  | ----------
|Income                              |  | 3     |  | 69,997,554 |  | 55,207,422 |  | 48,916,675
|Cost of sales                       |  | 4     |  | 30,537,952 |  | 15,732,026 |  | 13,020,737
|                                    |  |       |  |            |  |            |  |           
|GROSS PROFIT                        |  |       |  | 39,459,602 |  | 39,475,396 |  | 35,895,938
|General and administrative expenses |  | 5     |  | 19,263,804 |  | 19,416,435 |  | 15,809,739
|Sales and marketing expenses        |  |       |  | 6,012,998  |  | 5,806,031  |  | 8,843,844 
|Net finance expenses                |  | 6     |  | 420,129    |  | 825,421    |  | 876,613   
|                                    |  |       |  |            |  |            |  |           
|INCOME BEFORE INCOME TAX            |  |       |  | 13,762,671 |  | 13,427,509 |  | 10,365,742
|Income tax expense                  |  | 7     |  | 2,782,082  |  | 2,685,502  |  | 2,088,933 
|                                    |  |       |  |            |  |            |  |           
|NET INCOME FOR THE YEAR             |  |       |  | 10,980,589 |  | 10,742,007 |  | 8,276,809 
|                                    |  |       |  |            |  |            |  |           

The
accompanying notes on pages 6-19 form an integral part of these financial statements.

Exh 14.6-2

---



CAMGSM COMPANY LIMITED  STATEMENTS OF CHANGES IN OWNER'S EQUITY  FOR THE YEARS ENDED 31 DECEMBER 2003, 2002 AND 2001

|                           |  | Note |  | Share
capital
US$ |  | Retained
earnings
US$ |   | Total
US$   |  
|-------------------------- |  | ---- |  | ----------------- |  | --------------------- | - | ----------- | -
|2001                       |  |      |  |                   |  |                       |   |             |  
|At 1 January 2001          |  |      |  | 5,000,000         |  | 13,183,991            |   | 18,183,991  |  
|Net income                 |  |      |  |                  |  | 8,276,809             |   | 8,276,809   |  
|                           |  |      |  |                   |  |                       |   |             |  
|As at 31 December 2001     |  |      |  | 5,000,000         |  | 21,460,800            |   | 26,460,800  |  
|                           |  |      |  |                   |  |                       |   |             |  
|2002                       |  |      |  |                   |  |                       |   |             |  
|At 1 January 2002          |  |      |  | 5,000,000         |  | 21,460,800            |   | 26,460,800  |  
|Net income                 |  |      |  |                  |  | 10,742,007            |   | 10,742,007  |  
|Dividend declared and paid |  |      |  |                  |  | (24,070,000           | ) | (24,070,000 | )
|                           |  |      |  |                   |  |                       |   |             |  
|As at 31 December 2002     |  |      |  | 5,000,000         |  | 8,132,807             |   | 13,132,807  |  
|                           |  |      |  |                   |  |                       |   |             |  
|2003                       |  |      |  |                   |  |                       |   |             |  
|At 1 January 2003          |  |      |  | 5,000,000         |  | 8,132,807             |   | 13,132,807  |  
|Net income                 |  |      |  |                  |  | 10,980,589            |   | 10,980,589  |  
|Dividend declared and paid |  |      |  |                  |  | (7,500,000            | ) | (7,500,000  | )
|                           |  |      |  |                   |  |                       |   |             |  
|As at 31 December 2003     |  |      |  | 5,000,000         |  | 11,613,396            |   | 16,613,396  |  
|                           |  |      |  |                   |  |                       |   |             |  

The
accompanying notes on pages 6 to 19 form an integral part of these financial statements.

Exh 14.6-3

---





CAMGSM COMPANY LIMITED  BALANCE SHEETS  AS AT 31 DECEMBER 2003 AND 2002

|                                                          |  | Notes |  | 2003
US$   |  | 2002
US$  
|--------------------------------------------------------- |  | ----- |  | ---------- |  | ----------
|ASSETS                                                    |  |       |  |            |  |           
|NON-CURRENT ASSETS                                        |  |       |  |            |  |           
|Property, plant and equipment                             |  | 8     |  | 42,949,964 |  | 35,095,509
|Intangible fixed assets                                   |  | 9     |  |           |  | 167       
|Prepaid rent                                              |  | 10    |  | 198,900    |  | 198,900   
|                                                          |  |       |  |            |  |           
|Total non-current assets                                  |  |       |  | 43,148,864 |  | 35,294,576
|                                                          |  |       |  |            |  |           
|CURRENT ASSETS                                            |  |       |  |            |  |           
|Cash and cash equivalents                                 |  | 11    |  | 11,790,600 |  | 6,883,959 
|Trade and other receivables                               |  | 12    |  | 6,947,369  |  | 5,055,366 
|Prepaid expenses                                          |  | 13    |  | 1,813,374  |  | 3,774,483 
|Inventories                                               |  | 14    |  | 436,755    |  | 229,854   
|Receivable from related companies                         |  | 15    |  | 5,977,572  |  | 2,104,461 
|                                                          |  |       |  |            |  |           
|Total current assets                                      |  |       |  | 26,965,670 |  | 18,048,123
|                                                          |  |       |  |            |  |           
|TOTAL ASSETS                                              |  |       |  | 70,114,534 |  | 53,342,699
|                                                          |  |       |  |            |  |           
|LIABILITIES AND OWNERS' EQUITY                            |  |       |  |            |  |           
|NON-CURRENT LIABILITIES                                   |  |       |  |            |  |           
|Interest-bearing loans and borrowings                     |  | 16    |  | 2,200,000  |  | 2,717,040 
|                                                          |  |       |  |            |  |           
|CURRENT LIABILITIES                                       |  |       |  |            |  |           
|Trade and other payables                                  |  | 17    |  | 33,075,021 |  | 18,452,215
|Current portions of interest-bearing loans and borrowings |  | 16    |  | 4,183,707  |  | 7,711,880 
|Taxes payable                                             |  | 18    |  | 7,281,854  |  | 4,719,488 
|Due to related company                                    |  | 19    |  | 4,533,038  |  | 3,562,005 
|Accrued liabilities                                       |  | 20    |  | 2,227,518  |  | 3,047,264 
|                                                          |  |       |  |            |  |           
|Total current liabilities                                 |  |       |  | 51,301,138 |  | 37,492,852
|                                                          |  |       |  |            |  |           
|OWNER'S EQUITY                                            |  |       |  |            |  |           
|Contributed legal capital                                 |  | 21    |  | 5,000,000  |  | 5,000,000 
|Retained earnings                                         |  |       |  | 11,613,396 |  | 8,132,807 
|                                                          |  |       |  |            |  |           
|Total owner's equity                                      |  |       |  | 16,613,396 |  | 13,132,807
|                                                          |  |       |  |            |  |           
|TOTAL LIABILITIES AND OWNER'S EQUITY                      |  |       |  | 70,114,534 |  | 53,342,699
|                                                          |  |       |  |            |  |           

These
financial statements have been approved for issue by the board of directors on 28 May 2004.

The
accompanying notes on pages 6 to 19 form an integral part of these financial statements.

Exh 14.6-4

---



CAMGSM COMPANY LIMITED  STATEMENTS OF CASH FLOWS  FOR THE YEARS ENDED 31 DECEMBER 2003, 2002 AND 2001

|                                                       |                                                          | Note |   | 2003
US$    |            | 2002
US$    |            | 2001
US$    |           
|------------------------------------------------------ | -------------------------------------------------------- | ---- | - | ----------- | ---------- | ----------- | ---------- | ----------- | ----------
|OPERATING ACTIVITIES                                   |                                                          |      |   |             |            |             |            |             |           
|Income after income taxes for the year                 |                                                          |      |   | 10,980,589  |            | 10,742,007  |            | 8,276,809   |           
|Adjustments for:                                       |                                                          |      |   |            |            |             |            |             |           
|                                                       | Depreciation of property, plant and equipment            |      | 8 |             | 12,126,690 |             | 13,002,107 |             | 10,634,151
|                                                       | Amortisation of intangible assets                        |      | 9 |             | 4,167      |             | 55,833     |             | 225,000   
|                                                       | Provisions for bad and doubtful debts                    |      |   |             | 367,814    |             | 182,247    |             | 499,907   
|                                                       | Profit on disposal of property, plant and equipment      |      |   |             |           |             | (15,844    | )           | (34,304   
|                                                       |                                                          |      |   |             |            |             |            |             |           
|                                                       |                                                          |      |   | 23,479,260  |            | 23,966,350  |            | 19,601,563  |           
|Working capital movements                              |                                                          |      |   |             |            |             |            |             |           
|                                                       | Increase/(decrease) in trade and other payables          |      |   |             | 14,622,806 |             | 9,888,754  |             | (5,757,768
|                                                       | Increase in taxes payable                                |      |   |             | 2,562,366  |             | 579,549    |             | 1,786,112 
|                                                       | Increase in due to related company                       |      |   |             | 971,033    |             | 1,772,967  |             | 195,118   
|                                                       | (Decrease)/increase in accrued liabilities               |      |   |             | (819,746   | )           | 1,938,762  |             | (914,953  
|                                                       | (Increase)/decrease in trade and other receivable        |      |   |             | (2,259,817 | )           | (1,092,984 | )           | 620,252   
|                                                       | Decrease/(Increase) in prepaid expenses                  |      |   |             | 1,961,109  |             | (1,285,435 | )           | (1,937,112
|                                                       | (Increase)/decrease in inventories                       |      |   |             | (206,901   | )           | 104,454    |             | (61,733   
|                                                       | (Increase)/decrease in receivable from related companies |      |   |             | (3,873,111 | )           | (1,901,743 | )           | 558,299   
|                                                       |                                                          |      |   |             |            |             |            |             |           
|Net cash inflow from operating activities              |                                                          |      |   | 36,436,999  |            | 33,970,674  |            | 14,089,778  |           
|                                                       |                                                          |      |   |             |            |             |            |             |           
|INVESTING ACTIVITIES                                   |                                                          |      |   |             |            |             |            |             |           
|Payments to acquire property, plant and equipment      |                                                          |      |   | (19,981,145 | )          | (11,042,954 | )          | (17,942,984 | )         
|Payments for licenseintangible asset                  |                                                          |      |   | (4,000      | )          | (56,000     | )          |            |           
|Proceeds from sale of property, plant and equipment    |                                                          |      |   |            |            | 133,444     |            | 238,217     |           
|                                                       |                                                          |      |   |             |            |             |            |             |           
|Net cash outflow from investing activities             |                                                          |      |   | (19,985,145 | )          | (10,965,510 | )          | (17,704,767 | )         
|                                                       |                                                          |      |   |             |            |             |            |             |           
|FINANCING ACTIVITIES                                   |                                                          |      |   |             |            |             |            |             |           
|New interest-bearing loans and borrowings              |                                                          |      |   | 4,400,000   |            |            |            | 12,487,099  |           
|Repayment of interest-bearing loans and borrowings     |                                                          |      |   | (8,445,213  | )          | (7,711,879  | )          | (3,855,940  | )         
|Dividend declared and paid                             |                                                          |      |   | (7,500,000  | )          | (24,070,000 | )          |            |           
|                                                       |                                                          |      |   |             |            |             |            |             |           
|Net cash outflow from financing activities             |                                                          |      |   | (11,545,213 | )          | (31,781,879 | )          | 8,631,159   |           
|                                                       |                                                          |      |   |             |            |             |            |             |           
|Net increase/(decrease) in cash and cash equivalents   |                                                          |      |   | 4,906,641   |            | (8,776,715  | )          | 5,016,170   |           
|Cash and cash equivalents at the beginning of the year |                                                          |      |   | 6,883,959   |            | 15,660,674  |            | 10,644,504  |           
|                                                       |                                                          |      |   |             |            |             |            |             |           
|Cash and cash equivalents at the end of the year       |                                                          | 11   |   | 11,790,600  |            | 6,883,959   |            | 15,660,674  |           
|                                                       |                                                          |      |   |             |            |             |            |             |           

Taxes
paid amounted to US$ 3,125,156 (2002: US$ 3,398,306, 2001: US$ 527,935)

The
accompanying notes on pages 6 to 19 form an integral part of these financial statements.

Exh 14.6-5

---





CAMGSM COMPANY LIMITED  NOTES TO THE FINANCIAL STATEMENTS  FOR THE YEARS ENDED 31 DECEMBER 2003, 2002 AND 2001

1.     BACKGROUND

CamGSM Company Limited is a Company established in the Kingdom of Cambodia under the Law on Foreign Investment. The company is wholly owned by Royal Millicom Co.,
Limited with its principal office at 246 H-I Monivong Boulevard, Phnom Penh. Royal Millicom Co., Limited is a joint venture between Millicom Holdings Cambodia B.V, a Company incorporated
in Netherlands with an 61.5% share and Royal Group of Companies, a Company incorporated in Cambodia with a 38.5% share.

The
company was formed on the 20th day of April 1996. The share capital of the Company is US$ 5,000,000 divided into 5,000 shares at US$ 1,000 each. At formation,
Royal Millicom Co., Limited made the total contribution of the share capital.

The
Company obtained the license for the provision and operation of GSM Digital Cellular mobile telephone services within the Kingdom of Cambodia from the Ministry of Posts and
Telecommunications on the 20th of April 1996. The license is valid for a period of 35 years. Prior to the end of the 35-year license period, the Company can
apply to the MPTC for an extension to the license.

The
Company obtained the investment approval letter number 1066/96 from the Council for the Development of Cambodia/Cambodian Investment Board dated 7 August 1996. The Company was
registered with the Ministry of Commerce (MOC) and received letter reference 2159 M.O.C dated 26th August 1996. The MOC Registration number is INV 231/96 M.

The
Company is using "Mobitel," "Everyday" and "Telesurf" brands for its mobile phone and internet connections, respectively. In order to protect the brand names, Mobitel Company Limited
and Everyday Company Limited were established as wholly owned subsidiaries of the CamGSM Company Limited. Mobitel Company Limited was registered with MOC on
20th January 1997 as per license reference CO 2824/97P. Everyday Company Limited was registered with MOC on 9th August 2001 as per license reference CO
5561/01P. Both companies are dormant.

On
21 July 2000, the Ministry of Commerce approved the change of the Company from a joint venture to a wholly owned subsidiary of Royal Millicom Co., Limited and the change of the
registration number to Inv.231/96E dated 20 August 1996.

The
principal activities of the Company are to:



The
registered office of CamGSM Company Limited is at #33 Preah Sihanouk Boulevard, Phnom Penh 3 District, Phnom Penh, Kingdom of Cambodia.

As
at 31 December 2003, the Company employed 134 employees (2002: 136 employees).

Exh 14.6-6

---



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The financial statements of the company, which are expressed in United States dollars, are prepared under the historical cost convention, drawn up in accordance
with International Financial Reporting Standards, a basis other than the General Accounting Plan of Cambodia.

The
significant policies adopted in the preparation of the financial statements are set out below.



All items of property, plant and equipment are initially recorded at cost.

Expenses
for additions, improvements and renewals are capitalised and expenditure for maintenance and repairs are charged to the statement of income. When assets are sold or retired,
their cost and accumulated depreciation are removed from the accounts and any gain or loss from their disposal is included in the statement of income and retained earnings.

The
carrying amount is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable amount. Property, plant and equipment are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable cash flows (cash-generating units).



License costs are included in the balance sheet as intangible assets. These costs are amortised over twelve months, on a straight-line basis.



Trade receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment is established when
there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. The amount of provision is the difference between the carrying
amount and the recoverable amount, being the present value of expected cash flows, discounted at the market rate of interest for similar borrowers.



Inventories consist of cellular telephone equipment, related accessories, telesurf equipment, prepaid telephone and internet cards and network equipment spares
and are stated at the lower of cost (including costs incurred in bringing the product to its present location and condition) and estimated net realizable value.

Cost
is determined on a first-in-first-out basis. Net realizable value represents the estimated selling price less anticipated costs of disposal.

Provisions
are made against damaged, obsolete and slow moving items and are included in the cost of sales.

Exh 14.6-7

---





Cash and cash equivalents are carried in the balance sheet at cost. For the purposes of the statement of cash flows, cash and cash equivalent comprise cash on
hand, deposits held at call with banks, other short-term highly liquid investments, and bank overdrafts. In the balance sheet, bank overdrafts are included in current liabilities.



Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The
following specific recognition criteria must also be met before revenue is recognised:



Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.



Revenue from services consists of billing to customers for monthly subscription fees, airtime usage fees and one-time connection fees. Revenue is
recognized on an accrual basis. Unbilled revenues for airtime usage and subscription fees resulting from service provided from the billing cycle date to the end of each month are estimated and
recorded.



Discounts are given on phones sold as part of promotional activities and the excess of the cost of the phone over its sale price is included in marketing
expenses.



Leases where substantially all the risks and rewards of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made
under operating leases net of any incentives received from the leasing company are charged to the profit and loss account on a straight-line basis over the lease periods.



Depreciation is provided on a straight-line basis on all property, plant and equipment at rates calculated to write off the cost of each asset evenly
over its expected useful life as follows:

Building and leasehold improvements

5 and 25 yearsNetwork equipment

3 and 5 yearsBilling system

3 yearsOffice equipment

2 and 3 yearsMotor vehicles

3 yearsFurniture and fixtures

3 years


Fully
depreciated assets are retained in the accounts until they are no longer used and no further charge for depreciation is made in respect of these assets.

Exh 14.6-8

---





Deferred income tax is provided in full on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the
financial statements. Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The
principal temporary difference arises from tax losses carried forward.

Deferred
income taxes are calculated using a principal tax rate of 20%.



The Company maintains its accounting records in United States dollars, the functional and widely accepted and used currency in the Kingdom of Cambodia.

Transactions
in currencies other than US$ are recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in currency other than
US$ are retranslated to US$ at exchange rates ruling at the balance sheet date. All exchange differences arising on settlement or restatement are recognised in the statement of income and retained
earnings.



The Company has incurred significant indebtedness but evaluates its ability to meet its obligations on an ongoing basis. Based on these evaluations, the Company
devises strategies to manage its liquidity risk.



Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, fixed deposits, letters of
credit and account receivable. The counter-parties to the agreement related to the Company's cash and cash equivalents, fixed deposits and letters of credit are significant financial institutions.
Management does not believe there is significant risk of non-performance by these counter-parties. Accounts receivable are derived from the provision of telecom services to a large number
of customers, including businesses and individuals as well as local telecommunication companies and the related concentration of credit risk is therefore limited. The Company maintains a provision for
impairment of trade receivables based upon the expected collectability of all trade accounts receivable.



As the Company has no significant interest-bearing assets, the Company's income and operating cash flows are substantially independent of changes in market
interest rates.

The
Company's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest-rate risk.
Borrowings issued at fixed rates expose the Company to fair value interest-rate risk. The Company evaluates the interest rate risk on an on going basis and devises strategies to manage its
risk. At the year end, 57% of borrowings were at fixed rates. (2002: All borrowings are at variable rates)

Exh 14.6-9

---



3.     INCOME

2003
US$

2002
US$

2001
US$Provision of telecom services

63,971,714

48,709,773

38,341,791Connection and subscription revenues

5,386,586

6,143,076

10,085,332Equipment revenues

436,209

106,699

17,155Other revenues

203,045

247,874

472,39769,997,554

55,207,422

48,916,675


4.     COST OF SALES

2003
US$

2002
US$

2001
US$Costs from the provision of telecom services

29,464,698

14,842,001

12,157,370Connection costs

481,099

835,230

827,535Telephone and equipment

592,155

54,795

35,83230,537,952

15,732,026

13,020,737


The
costs from the provision of telecom services include interconnection fees, roaming charges, lease lines, the consultancy costs of identifying, procuring, installing and commissioning
new cell sites and revenue sharing.



The revenue sharing represents fee paid/payable by the company to the Ministry of Posts and Telecommunication of the Kingdom of Cambodia for the right to operate
a GSM cellular mobile telephone network. This is calculated as a percentage of gross revenue of the company. The rates applicable are:

1996 to 1998

5% per annum1999 to 2001

10% per annum2002 onwards

15% per annum


The
Company determines gross revenue as total revenue less charges by the Ministry of Post and Telecommunication of the Kingdom of Cambodia.

5.     GENERAL AND ADMINISTRATIVE EXPENSES

2003
US$

2002
US$

2001
US$Depreciation expense (note 8)

12,126,690

13,002,107

10,634,151Personnel and travelling expenses

1,778,604

2,302,762

2,433,081Professional fees

1,444,031

1,235,112

272,673Rentals

189,920

130,190

140,668Amortization expense (note 9)

4,167

55,833

225,000Other operating expenses

3,720,392

2,690,431

2,104,16619,263,804

19,416,435

15,809,739


Exh 14.6-10

---



6.     NET FINANCE EXPENSES

2003
US$

2002
US$

2001
US$Interest expenses

586,359

852,428

1,141,061Foreign exchange (gain) / loss

(8,050
)
10,633

6,750Gains on disposal of fixed assets



(15,844
)
(34,304
)Interest income

(158,180
)
(21,796
)
(236,894
)420,129

825,421

876,613


7.     INCOME TAX EXPENSE

Income tax expense is calculated on the basis of the current interpretation of the tax regulations. However, these regulations are subject to periodic variation
and the ultimate determination of the income tax expense will be made following inspection by the tax authorities.



2003
US$

2002
US$

2001
US$Income tax expense

2,782,082

2,685,502

2,088,933




2003
US$

2002
US$

2001
US$Accounting profit

13,762,671

13,427,509

10,365,742Tax expense at 20%

2,752,534

2,685,502

2,073,148Tax effect of non deductibles expenses

29,548



15,785Current income tax expense

2,782,082

2,685,502

2,088,933




There is no deferred tax recognised as there are no temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in
the financial statements.

Exh 14.6-11

---



8.     PROPERTY, PLANT AND EQUIPMENT

Building and
leasehold
improvement
US$

Network
equipment
US$

Billing
system
US$

Equipment,
furniture &
fixture
US$

Motor
vehicles
US$

Capital
work-in-
progress
US$

Total
US$CostAs at 1 January 2003

565,690

60,619,999

2,844,531

3,536,247

598,696

7,210,936

75,376,099Additions







321,434

50,445

19,609,266

19,981,145Transfers

79,466

14,465,535

596,812

41,006



(15,182,819
)
Disposal









(13,000
)


(13,000
)As at 31 December 2003

645,156

75,085,534

3,441,343

3,898,687

636,141

11,637,383

95,344,244Accumulated depreciationAs at 1 January 2003

172,806

34,487,168

2,344,422

2,791,233

484,961



40,280,590Charge for the year

57,708

11,007,340

391,691

580,788

89,163



12,126,690Disposal









(13,000
)


(13,000
)As at 31 December 2003

230,514

45,494,508

2,736,113

3,372,021

561,124



52,394,280Net book valueAs at 31 December 2002

392,884

26,132,831

500,109

745,013

113,735

7,210,936

35,095,509As at 31 December 2003

414,642

29,591,026

705,230

526,666

75,017

11,637,383

42,949,964


Cost
of property, plant and equipment includes US$27,560,525 (2002: US$15,575,944) which has been fully depreciated.

9.     INTANGIBLE FIXED ASSETS

2003
US$

2002
US$CostCost to obtain license

360,000

356,000AmortisationAt 1 January

(355,833
)
(296,000
)Cost to obtain license

(4,167
)
(59,833
)At 31 December

(360,000
)
(355,833
)Net book valueCost to obtain license



167

167


Exh 14.6-12

---



The
cost to obtain the license amounting to US$ 360,000 represents US$ 300,000 payment to a consultant to assist in obtaining the license to operate broadband services throughout
Cambodia incurred in 2001 and US$ 60,000 cost of Tango (092 prefix) license incurred in 2002.

10.   PREPAID RENT

This represents rental deposit of US$192,000 equivalent to two years of rental fees on the lease of the main office located at House No. 33, Street 274,
Chak Tu Muk, Daun Penh District, Phnom Penh, Cambodia. This deposit shall be applied on the last rental payment which falls on year 2020 and 2021.

Additional
rental deposit of US$6,900 equivalent to six months rental fees on the lease of main office extension. This deposit shall be applied on rental payments which will fall due on
5 March 2010.

11.   CASH AND CASH EQUIVALENTS

2003
US$

2002
US$Cash on hand

223,408

198,814Cash at bank

11,567,192

6,685,14511,790,600

6,883,959


12.   TRADE AND OTHER RECEIVABLES

2003
US$

2002
US$Accounts receivablesairtime and subscription

6,136,111

4,262,172Accounts receivablesinterconnect

2,610,082

1,708,054Accounts receivablesroaming

637,868

1,106,591Accounts receivablestelephone and equipment



20,602Other receivables

155,056

176,6849,539,117

7,274,103Less: Provisions for bad and doubtful accounts

(2,729,078
)
(2,382,326
)Trade receivablenet

6,810,039

4,891,777Advances to suppliers

99,936

37,940Other advances

37,394

125,6496,947,369

5,055,366


13.   PREPAID EXPENSES

Prepaid expenses represent prepayments made for rentals, insurance, lease lines, interconnect fees, advertising, consultancy and other expenses.

Exh 14.6-13

---



14.   INVENTORIES

2003
US$

2002
US$SIM Cards

231,790

137,618Telesurf (internet) equipment

120,821

1,033Prepaid telephone and internet cards

84,144

91,203436,755

229,854


15.   RECEIVABLE FROM RELATED COMPANIES

2003
US$

2002
US$Cambodian Broadcasting Services Ltd.

4,905,830

1,440,927Royal Telecam International Limited

665,520

404,683Royal Millicom Company Limited

228,286

157,673Millicom International Cellular

91,039

91,279Millicom Lao Co., Ltd.

76,998

Millicom International London

9,899

9,8995,977,572

2,104,461


16.   INTEREST-BEARING LOANS AND BORROWINGS

2003
US$

2002
US$Loan no. 1

2,717,040

5,434,080Less: Current portion of interest-bearing loans and borrowings

(2,717,040
)
(2,717,040
)

2,717,040Loan no. 2

2,000,000

Less: Current portion of interest-bearing loans and borrowings

(800,000
)
1,200,000

Loan no. 3

1,666,667

Less: Current portion of interest-bearing loans and borrowings

(666,667
)
1,000,000

Loan no. 4



4,994,840Less: Current portion of interest-bearing loans and borrowings



(4,994,840
)

2,200,000

2,717,040


Maturity
of interest-bearing loans and borrowings is as follows:

2003
US$

2002
US$Between 1 and 2 years

2,200,000

2,717,040




Loan no. 1 is obtained in accordance with the term loan agreement signed between CamGSM Company and ABN AMRO Bank, N.V. on 31 August 1999 to obtain
total term loan facilities

Exh 14.6-14

---



amounting
to US$ 9,523,105. The facilities were made for financing 100% of the capital expenditure for the extension of MobiTel GSM network in Cambodia pursuant to Indent nine. The rate of interest
applicable to the outstanding balance shall be 0.5% plus LIBOR per annum. The Company shall repay the loan in instalments by repaying an amount equal to one-seventh of the amount of the
loan every six months starting 31 August 2001. As at 31 December 2003, the outstanding balance for this term loan facilities amounts to US$ 2,717,040 (2002: US$ 5,434,080).



The company entered into new loan agreement with Union Commercial Bank Plc ("UCB") in February 2003. The agreement with UBC was signed by Union Commercial
Bank Plc and CamGSM Company Limited on 10 February 2003 for the aggregate principal amount of US$2,400,000. The loan was made to finance up to 100% of the capital expenditure for the expansion
of Mobitel GSM network in Cambodia. The Company shall repay the loan in six equal semi-annual instalments starting 15 August 2003. The interest rate shall be a fixed rate of 11% and
shall be calculated on the basis of 365 day year. As at 31 December 2003, the outstanding balance for this loan amounts to US$2,000,000.



On 27 March 2003, CamGSM Company Limited and Singapore Banking Corporation Ltd (SBC), Phnom Penh signed a loan agreement for a commercial loan of
US$2,000,000. The loan was made to finance up to 100% of the capital expenditure for the expansion of Mobitel GSM net work in Cambodia. The Company shall repay the loan in six equal
semi-annual instalments. The Company shall pay the first instalment on 30 September 2003. The interest rate shall be a fixed rate of 10% and shall be calculated on the basis of
360 day year. As at 31 December 2003, the outstanding balance as at 31 December 2003 is US$ 1,666,667.



On 28 December 2000, CamGSM Company Limited and Crédit Agricole Indosuez, Paris signed a loan agreement for a commercial loan of
US$12,487,099. The loan was made to finance up to 100% of the capital expenditure for the expansion of Mobitel GSM network in Cambodia pursuant to purchase order number one dated 18 April 2000.
The rate of interest applicable to the outstanding balance shall be 1.625% plus LIBOR per annum. The Company shall repay the loan in five equal instalments every six months starting 28
December 2001. As at 31 December 2003, this loan was fully repaid.



The carrying amount of the loans as at 31 December 2003 approximated its fair value.

Interest
expense is calculated on the effective yield basis by applying the effective interest rate on the loan balances. Effective interest rate is the internal rate of return of the
loans for that period.

17.   TRADE AND OTHER PAYABLES

2003
US$

2002
US$Ministry of Posts and Telecommunications of the Kingdom of Cambodia

14,664,613

12,382,338Alcatel CIT

9,350,146

2,634,690Prepaid cardsunearned airtime revenue

2,940,268

1,424,708Subscribers' deposits

326,850

391,751Other accounts payable

5,793,144

1,618,72833,075,021

18,452,215


Exh 14.6-15

---



18.   TAXES PAYABLE

2003
US$

2002
US$Profit tax payable

3,686,136

3,926,988Value added tax payable

3,264,944

591,749Other taxes payable

330,774

200,7517,281,854

4,719,488


19.   DUE TO RELATED COMPANY

2003
US$

2002
US$Millicom International Cellular Luxembourg

1,748,259

2,099,840Royal Telecam International Limited

2,784,779

1,462,1654,533,038

3,562,005


The
amount payable to Millicom International Cellular Luxembourg represents expenses incurred prior to the commencement of commercial operations of the Company, management salaries and
down payment made to Alcatel CIT related to Indent one to the Frame Agreement on GSM network paid on behalf of the Company.

This
amount is interest free with no fixed repayment terms.

20.   ACCRUED LIABILITIES

2003
US$

2002
US$Accrued direct costs

1,337,828

2,561,365Accrued operating expenses

756,066

410,780Accrued interest expenses

133,624

75,1192,227,518

3,047,264


21.   LEGAL CAPITAL

Number of
Shares

Amount
US$At 31 December 2003 & 2002

5,000

5,000,000


The
share capital of the Company is US$ 5,000,000 divided into 5,000 ordinary shares, each with a par value of US$ 1,000. All issued shares are fully paid.

Exh 14.6-16

---



22.   COMMITMENTS

As at 31 December, the Company has the following commitments:

2003
US$

2002
US$Capital commitment for purchase of fixed assets

8,082,746

1,158,568Lease commitment for office rentalDue within one year

482,952

440,420Due within one to three years

992,982

758,395Due within three to five years

954,349

424,979Due after five years

826,310

1,449,9893,256,593

3,073,783


The
Company signed a Network Development Agreement ("the Agreement) with a local company for the identifying, procuring, installing and commissioning of new cell sites. In accordance
with this agreement, the consultancy fee is calculated at 9% of revenue. For purposes of this Agreement, revenue represents all revenue less all charges by international gateway operators,
interconnect and roaming costs and dealers commission. The agreement is valid until 31 December 2006.

23.   RELATED PARTY TRANSACTIONS

(a)Corporate guarantees given



(b)Transactions with Royal Telecam International Limited (RTI)

2003
US$

2002
US$RevenueMarketing support

142,853

157,224Thaicom satellite lease

39,200

40,800Outsourcing activities

20,992

49,850203,045

247,874Cost of salesAirtime costs and leased line

3,529,084

3,755,0003,529,084

3,755,000


The
revenue from RTI includes interconnect fee, marketing support, outsourcing activities and sublease of 1 Mhz Thaicom Satellite.

Exh 14.6-17

---





The
airtime costs are calculated on air time usage at the rate prescribed by the Ministry of Post and Telecommunication.

(c)Transactions with MIC Group

Technical
assistance is provided by MIC Cellular SA. Total charged for the year amounts to US$ 1,000,000 (2002: US$ 1,006,000).

24.   RECONCILIATION TO U.S. GAAP

The financial statements of the Company have been prepared in accordance with IFRS. If the financial statements had been prepared under accounting principles
generally accepted in the United States of America ("U.S. GAAP") the following principal differences would arise:







The above item gives rise to the following differences in net profit recorded under U.S. GAAP:

2003
US$

2002
US$

2001
US$Net profit for the year reported under IFRS

10,980,589

10,742,007

8,276,809Items (decreasing) increasing reported profit:Recognition of connection fees

(683,000
)
(158,000
)
96,000Capitalization of interest

146,890

(160,393
)
248,794Net profit under U.S. GAAP

10,444,479

10,423,614

8,621,603


Exh 14.6-18

---





2003
US$

2002
US$Shareholders' equity under IFRS

16,613,396

13,132,807Items (decreasing) increasing reported equity:Recognition of connection fees

(745,000
)
(62,000
)Capitalization of interest

1,182,252

1,035,362Shareholders' equity under U.S. GAAP

17,050,648

14,161,969


25.   SUBSEQUENT EVENTS



On
8 December 2003, CamGSM Company Limited and PROPARCO signed a loan agreement for a commercial loan of US$8,500,000. The loan was made to finance up to 100% of the capital
expenditure for the expansion of Mobitel GSM network in Cambodia. The loan is guaranteed by the Corporate Guarantee issued by Millicom International Cellular S.A, Luxembourg.

Interest
payable shall be calculated at USD LIBOR three months plus the margin based on rates published two Business Days prior to the first day of each Interest Period. Interest is
payable on the 16th of January, 16th of April, 16th of July and 16th of October each year. The Company shall repay the loan in seventeen equal
quarterly payments due and owing on the Payment Dates commencing from 15 January 2005.

No
draw down has been made as at 31 December 2003.



On 27 February 2004, the Company opened a SBLC with Credit Agricole Indosuez, Paris amounting to US$ 1,177,020. The SBLC is signed in favor of Society de
Promotion et de Participation Por La Cooperation Economique S.A. (PROPARCO) as a security for the credit facility signed between the Company and PROPARCO. Simultaneously, the Company have a fixed
deposit at Credit Agricole Indosuez for the same amount.



Beginning from 1 January 2004, the specific tax on local and international calls has increased, as follows:



Specific
tax is calculated on gross airtime revenue. Specific tax for 2004 will approximately be US$ 4.5 million to US$ 6 million.

Exh 14.6-19

---



QuickLinks