5. Legal Disputes

  5.1 Revocation of Shareholders’ resolutions and cancellation of the
  registration of the resolution

  Black case No. 12/2552 between:

  TMB Public Company Limited “Plaintiff”

  Laguna Resorts & Hotels Public Company Limited “Defendant”

  Background

  This case was brought to the Central Bankruptcy Court on 5 August
  2009. Upon the plaint, the plaintiff asked the Court to revoke the
  resolution of the Extraordinary General Meeting of Shareholders of the
  defendant No.1/2007 held on 4 July 2007 (the “EGM”) and to cancel the
  registration of the aforementioned resolution on the grounds that the
  defendant and the chairman of the EGM did not allow the plaintiff to
  attend the EGM. The plaintiff is not a shareholder of the Company.

  The Present Circumstances

  On 20 January 2012, the plaintiff withdrew the case out of the Court
  and the Court agreed to strike the case out of the case-list. This
  case is deemed as final.

  5.2 Civil case with tort and claim of damages

  Black case No. 5773/2551 between:

  Avenue Asia Capital Partner L.P.

  and co-prosecutors, six in total “Prosecutors”

  Laguna Resorts & Hotels Public Company Limited “6^(th) Accused”

Background

A case was brought to the Southern Bangkok Civil Court on 3 July 2008 in
which the Company is one of the accused. Upon the plaint, the six
prosecutors in total claimed that they are the creditors of the
Company's shareholder. They asserted that in arranging the Extraordinary
General Meeting of Shareholders No. 1/2007 and approving the capital
increase by the shareholders where some shareholders did not subscribe
for newly issued shares were actions jointly undertaken by the
shareholders and the Company to commit a tort against the prosecutors.
Thus, they demanded the Company to pay the damages of Baht 539,052,407
to them with interest of 7.5 percent per year and the costs of the legal
proceedings.

  The Present Circumstances

On 22 December 2011, the plaintiff filed a petition for withdrawal of
the plaint. Currently, it is pending consideration of the Court.

  5.3 Breach of the Condominium Sale and Purchase Agreement, principal
  and agent, wrongful act and claim of damages

  Black case No. 2290/2552 between:

  Allamanda 1 Condominium Juristic Person and 9 Unit Owners “Plaintiffs”

  Laguna Grande Limited, Bangtao Development Limited, “Defendents”

  Bangtao (1), Bangtao (2) Limited, and 10 individual directors

  Background

  This case was brought to the Phuket Provincial Court on 8 October
  2009, in which 4 of LRH’s affiliated companies and 10 individual
  directors are the defendants. The plaintiffs referred in the plaint
  that they purchased units in Allamanda 1 Condominium from Laguna
  Grande Limited during 1991-1995. The plaintiffs claimed the Sale and
  Purchase Agreement called for an area of approximately 20 Rai. On
  registration of Allamanda 1 Condominium, Allamanda 1 Condominium was
  registered with only 9 Rai 2 Ngan 9 Square Wah. As a result, the
  plaintiffs claimed the defendants have breached the Sale and Purchase
  Agreement. Therefore, the plaintiffs requested the defendants to
  completely deliver the common area as specified by the Agreement by
  transfer of the land totaling 10 Rai 3 Ngan 97.1 Square Wah to
  Allamanda 1 Condominium Juristic Person, as the 10^(th) plaintiff, or
  to be jointly liable for the compensation of Baht 131,913,000 in case
  the transfer of land cannot be made. The plaintiffs also requested for
  additional compensation in the amount of Baht 55,685,895 for unlawful
  use of the land which is supposed to be common property of Allamanda 1
  Condominium. Total amount of claim is Baht 187,598,895 with interest
  at the rate of 7.5 percent per annum from the date of the claim is
  lodged until the defendants have made full payment. The plaintiffs
  also claimed that the former and current directors of those
  subsidiaries as the 5^(th) to 14^(th) defendants were the
  representatives of the subsidiaries being the 1^(st) to 4^(th)
  defendants, and therefore must also be jointly liable with those
  subsidiaries. On 5 April 2011, the plaintiffs filed a petition with
  the Court seeking the Court’s interim injunction of which the
  defendants shall not dispose or amend the status of nine plots of land
  in dispute with the land registry office during the trial. On 20
  January 2012, the Court granted the interim injunction for the
  plaintiff and ordered the defendant not to dispose or amend the status
  of nine plots of land in dispute.

  The Present Circumstances

  This case is currently pending at the Phuket Provincial Court of First
  Instance.

  Opinion of the Lawyer

  The Company considers that the Company did not breach the Sale and
  Purchase Agreement and commit a wrongful act against the prosecutors
  as accused.

  The Management Opinion

  As per the opinion of the lawyer above.