Attachment III Others

References

Registrars:

The Stock Exchange of Thailand

The Stock Exchange of Thailand Building 

62 Radchadaphisek Road, Klongtoey, 

Bangkok 10110, Thailand

Tel. 66 (0) 2229 2000 Fax. 66 (0) 2654 5649

Thailand Securities Depository Company Limited

The Stock Exchange of Thailand Building,

62 Ratchadapisek Road, Klongtoey,

Bangkok 10110, Thailand

Tel. 66 (0) 2229 2800 Fax. 66 (0) 2359 1259

Auditor:

Ernst & Young Office Limited

By

Mr. Sophon Permsirivallop, C.P.A. No. 3182 and/or

Ms. Rungnapa Lertsuwankul, C.P.A. No. 3516 and/or

Mr. Ruth Chaowanagawi, C.P.A. No. 3247

P.O. Box 1047, Bangkok 10501,

33^(rd) floor, Lake Rajada Office Complex,

193/136-137, Rajadapisek Road, Klongtoey,

Bangkok 10110, Thailand

Tel. 66 (0) 2264 0777 Fax. 66 (0) 2264 0789-90

Legal Counselors:

Allen & Overy (Thailand) Company Limited

22^(nd) floor, Sindhorn Building III,

130 Wireless Road, Lumpini,

Pathumwan, Bangkok 10330, Thailand

Tel. 66 (0) 2263 7600 Fax. 66 (0) 2263 7699

Linklaters (Thailand) Limited

20^(th) floor, Capital Tower All Seasons Place,

87/1 Wireless Road,

Bangkok 10330, Thailand

Tel. 66 (0) 2305 8000, 66 (0) 2654 3130

Fax 66 (0) 2305 8010, 66 (0) 2654 3131

Amphon, Kittiporn, Anuporn & Associates Law Office

80/2 Trok Sathien, Tanao Road, Bangkok 10200, Thailand

Tel. 66 (0) 2622 0200 Fax 66 (0) 2622 0198-9

Financial Advisor:

-None-

Financial Institutions:

Siam Commercial Bank Public Company Limited, Head Office

Siam Commercial Bank Public Company Limited, Sathorn Branch

Siam Commercial Bank Public Company Limited, Phuket Branch

Kasikorn Bank Public Company Limted, Head Office

Kasikorn Bank Public Company Limted, Silom Branch

ATTACHMENT 4

LAND AND BUILDING VALUATION

BY

SIMON LIM & PARTNERS COMPANY LIMITED

ATTACHMENT 5

AUDIT AND RISK COMMITTEE REPORT

REPORT OF THE AUDIT AND RISK COMMITTEE

In 2005, the Audit Committee of Laguna Resorts & Hotels Public Company
Limited expanded its role to include Risk Management and in doing so the
Committee was renamed the Audit and Risk Committee.

The members of the Audit and Risk Committee remain unchanged from the
previous year and comprise of three Independent Directors. Together with
its expanded role, the Committee is now empowered to:-

-   review the Company’s financial reports, internal controls,
    disclosure of related party transactions and compliance with all
    relevant regulations and laws;

-   recommend special audit plans to the internal auditor;

-   advise management on matters related to the principles of good
    corporate governance;

-   recommend the appointment of the Company’s external auditors and
    their remuneration;

-   review or discuss policies regarding risk assessment and risk
    management and the steps management has taken to monitor and control
    such exposures;

-   seek to oversee and ensure a continuous process for managing risk;

The Audit and Risk Committee is pleased to report that the Board of
Directors has allocated significant resources to address the issue of
Risk Management in 2005. An external consultant was engaged to conduct
workshops for the Board of Directors and senior management to understand
the concept of risk management, identify and assess the various risks
that the Company is facing and put in place steps to mitigate these
risks. Following the workshop sessions, senior management is now in the
process of fully implementing the risk management processes to all
business units which will then be monitored on an ongoing basis.

During 2005 the Audit and Risk Committee convened five meetings four of
which were with the Company’s external auditors to review compliance
with accounting and internal controls prior to approving the quarterly
reports and the annual financial statements. These meetings also
included discussions with the Company’s internal auditor to review and
advise on its findings and to follow up on matters arising from the
schedule of work it had approved the internal auditor to undertake
during 2005 thereby ensuring that this work was both sufficient and
effective.

In addition to the quarterly meetings, an additional meeting was
convened to specifically review the results included in the Company’s
first Strategic Risk Assessment Report following the risk management
workshops. The Audit and Risk Committee noted that the report was both
comprehensive and contained realistic measures to mitigate the risks
identified. More importantly senior management is now actively
implementing those identified risk mitigation measures and is taking
steps to incorporate them as part of the Company’s operating procedures.
Management has also made strenuous efforts to imbue a culture of risk
awareness and responsibility throughout the group.

Each of the Audit and Risk Committee members attended all the 5 meetings
convened in 2005.

The Audit and Risk Committee is satisfied that the Group’s internal
controls are sufficient both to support its operations and to enable the
external auditors to express an opinion on the financial statements that
they present fairly in all material respects the financial position and
results of its operations. Where internal control weaknesses have been
detected during the course of the Audit and Risk Committee’s reviews
these have not been considered material and in all cases management has
been alerted and has taken appropriate corrective action.

Despite the complexity of the Group’s structure which primarily arises
from the integration of several resorts at Laguna Phuket, the Audit and
Risk Committee is satisfied that all related party transactions that
were reviewed by it and arose in 2005 were fair and reasonable and had
been entered into on an arms length basis applying the principles of an
open market between willing parties.

The interests of all shareholders remain the principal objective of the
Audit and Risk Committee. The Company’s operating results and financial
reports are therefore reviewed for transparency and completeness. In
this regard the Audit and Risk Committee has been able to satisfactorily
resolve all matters arising within the terms of its Charter with both
the management and the external and internal auditors.

The Audit and Risk Committee has recommended the Board to re-appoint
Ms. Rungnapa Lertsuwankul, Certified Public Accountant No. 3516 and/or
Mr. Sophon Permsirivallop, Certified Public Accountant No. 3182 and/or
Ms. Sumalee Reewarabandith, Certified Public Accountant No. 3970 of
Ernst & Young Office Limited to be the Company’s auditors for the fiscal
year 2006 with a recommended audit fee of Baht 602,000.

(Mr. Steven M. Small)

Audit and Risk Committee Chairman

February 6, 2006