5 Assets of the company

5.1 Summary of operating assets of the company and its subsidiaries

As at 31^(st) December 2002, the assets of Laguna Resorts & Hotels
Public Company Limited and its subsidiary companies that are used in its
business operations are as follows:

LAND, BUILDINGS AND MACHINERY

 Baht : Million

+----------------------+------+--------+-------+------+------+------+
| Type of assets       | T    | Laguna | L     | La   | La   | TWR- |
|                      | otal | R      | aguna | guna | guna | Hold |
|                      |      | esorts | G     |      | B    | ings |
|                      |      | &      | rande | Ba   | each | Lim  |
|                      |      | Hotels | Li    | nyan | Club | ited |
|                      |      | Public | mited | Tree | Lim  | &    |
|                      |      | C      | &     | Lim  | ited | subs |
|                      |      | ompany | su    | ited | &    | idia |
|                      |      | L      | bsidi |      | subs | ries |
|                      |      | imited | aries |      | idia | ,and |
|                      |      |        |       |      | ries | O    |
|                      |      |        |       |      |      | ther |
+----------------------+------+--------+-------+------+------+------+
| Hotel properties     | 4,85 | 892.86 | 1,4   | 1,34 | 1,11 | -    |
|                      | 2.88 |        | 92.75 | 9.76 | 7.51 |      |
+----------------------+------+--------+-------+------+------+------+
| Land and land        | 3,46 | 275.91 | 2,7   | -    | 26   | 15   |
| improvement          | 3.33 |        | 68.78 |      | 1.33 | 7.31 |
+----------------------+------+--------+-------+------+------+------+
| Buildings and staff  | 12   | 53.01  | 35.17 | -    | -    | 3    |
| dormitories          | 2.53 |        |       |      |      | 4.35 |
+----------------------+------+--------+-------+------+------+------+
| Furniture, fixtures  | 27   | 25.16  | 79.03 | -    | -    | 17   |
| and equipment        | 6.96 |        |       |      |      | 2.49 |
+----------------------+------+--------+-------+------+------+------+
| Golf course          | 28   | -      | 2     | -    | -    | -    |
|                      | 2.75 |        | 82.75 |      |      |      |
+----------------------+------+--------+-------+------+------+------+
| Motor vehicles       | 10   | 7.07   | 9.78  | 1    | 2    | 4    |
|                      | 6.00 |        |       | 6.55 | 3.20 | 9.40 |
+----------------------+------+--------+-------+------+------+------+
| Construction in      | 1    | 3.65   | 0.09  | 1    | 0.26 | -    |
| process              | 7.91 |        |       | 3.91 |      |      |
+----------------------+------+--------+-------+------+------+------+
| Total property and   | 9,12 | 1,     | 4,6   | 1,38 | 1,40 | 41   |
| equipment – cost     | 2.36 | 257.66 | 68.63 | 0.22 | 2.30 | 3.55 |
+----------------------+------+--------+-------+------+------+------+
| Less : Accumulated   | (2   | (5     | (1,09 | (337 | (517 | (125 |
| depreciation         | ,638 | 58.40) | 8.97) | .59) | .76) | .40) |
|                      | .12) |        |       |      |      |      |
+----------------------+------+--------+-------+------+------+------+
| Property and         | 6,48 | 699.26 | 3,5   | 1,04 | 88   | 28   |
| equipment, net book  | 4.24 |        | 69.66 | 2.63 | 4.54 | 8.15 |
| value                |      |        |       |      |      |      |
+----------------------+------+--------+-------+------+------+------+

Laguna Resorts & Hotels Public Co., Ltd.

As at 31^(st) December 2002, the assets consisted of Laguna Resorts &
Hotels Public Co., Limited land at Bang Tao Bay, Phuket of 51-2-94.10
Rai which is the site of the Dusit Laguna Resort (consisting of
buildings, furniture, fixtures and equipment) and Canal Village. The
following area is under mortgage of the bank:

-   51-2-94.10 Rai mortgaged with Siam Commercial Bank Public Co., Ltd.

The net book value of the assets of the company amounted to Baht 699.26
million as at 31^(st) December 2002.

The value of the land and buildings of the Dusit Laguna Resort appraised
by Simon Lim & Partner Ltd. on 28^(th) November 2001 was Baht 615.91
million. The above appraisal valuation has been included in the company
financial statements for the year ended 31^(st) December 2002

Subsidiary Companies

Laguna Grande Limited and its subsidiary companies

As at 31^(st) December 2002, the assets consisted of 1,726-0-78.3 Rai of
land owned by Laguna Grande Limited and its subsidiary companies at Bang
Tao Bay, Phuket, which is the site of the Sheraton Grande Laguna Phuket
Hotel (consisting of buildings, furniture, fixtures and equipment and
condominiums), the Laguna Phuket Golf Club and land plots available for
sale and land awaiting future development. Some areas are under mortgage
with banks / financial institutions as follows:

-   195-0-29.8 Rai mortgaged with Siam Commercial Bank Public Co., Ltd.,

-   94-3-97.1 Rai mortgaged with Thai Farmers Bank Public Co., Ltd.;

-   92-2-85.8 Rai mortgaged with Bankthai Public Co., Ltd.; and

-   28-2-03.1 Rai mortgaged with TISCO Finance Public Co., Ltd.

The net book value of the assets of the company amounted to Baht
3,674.90 million as at 31^(st) December 2002.

The value of the buildings of the Sheraton Grande Laguna Phuket , land
of the Laguna Phuket Golf Club and land awaiting development appraised
by Simon Lim & Partner Ltd. on 28^(th) November 2001 and 24^(th)
December 2002 was Baht 3,792.66 million. The above appraisal valuation
has been included in the company financial statements for the year ended
31^(st) December 2002.

Laguna Beach Club Limited and its subsidiary company

As at 31^(st) December 2002, the assets of the company comprise the
Laguna Beach Resort located at Bang Tao Bay, Phuket which consists of
buildings, furniture, fixtures and equipment. The land on which the
hotel is situated belongs to Laguna (1) Co., Ltd., which is 100% owned
by Laguna Beach Club Ltd. The following area is under mortgage of the
bank:

-   52-1-06 Rai being mortgaged with Siam Commercial Bank Public Co.,
    Ltd.

The book value of the assets owned by Laguna Beach Club Limited and its
subsidiary company amounted to Baht 884.54 million as at 31^(st)
December 2002.

The value of the land and buildings of the Laguna Beach Resort appraised
by Simon Lim & Partner Co., Ltd. on 28^(th) November 2001 was Baht
902.56 Million. The above appraisal value has been shown in the company
financial statements for the year ended 31^(st) December 2002.

Laguna Banyan Tree Limited

As at 31^(st) December 2002, the assets of the company comprise the
Banyan Tree Phuket Resort located at Bang Tao Bay, Phuket which consists
of buildings, furniture, fixtures and equipment.

The net book value of the assets of the company amounted to Baht
1,042.63 million, as at 31^(st) December 2002.

The appraisal value of the buildings of Banyan Tree Phuket as assessed
by Simon Lim & Partner Co., Ltd. on 28^(th) November 2001 was Baht
740.38 million. This appraisal excluded the Spa Pool Villa’s which were
under construction at the time of the valuation (net book value at 31
December 2002: 246.49 million). The above appraisal value has been shown
in the company financial statements for the year ended 31^(st) December
2002.

TWR Holdings Limited and its subsidiary companies, and other subsidiary
companies

As at 31^(st) December 2002, the assets of the company and its
subsidiary companies, and other subsidiary companies, consists of land,
buildings and equipment. The following area is under mortgage of the
bank:

-   71-0-83.1 Rai being mortgaged with Siam Commercial Bank Public Co.,
    Ltd.

These assets have a net book value of Baht 841.42 million as at 31^(st)
December 2002. The land which is the site of the resort and property
development in Chiangrai and Mae Hong Sorn belong to Thalang Development
Co., Ltd. And to the subsidiary companies of TWR-Holdings Limited of
Phuket Resort Development Co., Ltd., Pai Samart Development Co., Ltd.
and Mae Chan Property Co., Ltd.

The valuations as performed by Simon Lim & Partner Ltd. on 28^(th)
November 2001 and 24^(th) December 2002 are included as Attachment 4.

INVESTMENTS

The interests of Laguna Resorts & Hotels Public Co.,Ltd. (both direct
and indirect) in its investments in subsidiary, associate and other
companies as at 31 December 2002 are summarised as below.

[TABLE]

+--------------+-------+-----+-----+----+-----+-----+--------+---+
| Company name | Type  | P   | %   | In | Inv | Inv | Shareh | N |
|              | of    | aid | of  | ve | est | est | olders | o |
|              | bus   | -up | s   | st | men | men | which  | t |
|              | iness | sh  | har | ed | t - | t - | hold   | e |
|              |       | are | eho | ye | c   | equ | more   |   |
|              |       | c   | ld- | ar | ost | ity | than   |   |
|              |       | api | ing |    | met | met | 10 %   |   |
|              |       | tal |     |    | hod | hod |        |   |
|              |       | (M  |     |    |     | (M  |        |   |
|              |       | ill |     |    | (M  | ill |        |   |
|              |       | ion |     |    | ill | ion |        |   |
|              |       | Ba  |     |    | ion | Ba  |        |   |
|              |       | ht) |     |    | Ba  | ht) |        |   |
|              |       |     |     |    | ht) |     |        |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
| Associates   |       |     |     |    |     |     |        |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
| Ownrep       | Pr    | S$  | 50  | 19 | 18  | (4. | TRL =  | ( |
| Project      | oject | 2   | .00 | 91 | .11 | 85) | 50%    | 5 |
| Services     | consu | .00 |     |    |     |     |        | ) |
| Pte. Ltd.    | ltant |     |     |    |     |     |        | ( |
|              |       |     |     |    |     |     |        | 6 |
|              |       |     |     |    |     |     |        | ) |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
|              |       |     |     |    | 18  | (4. |        |   |
|              |       |     |     |    | .11 | 85) |        |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
|              |       |     |     |    |     |     |        |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
| Other        |       |     |     |    |     |     |        |   |
| investments  |       |     |     |    |     |     |        |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
| Laguna       | Do    | 214 | 30  | 19 | 64  | -   | EIE =  | ( |
| Development  | rmant | .37 | .00 | 93 | .31 |     | 35%    | 7 |
| Co., Ltd.    |       |     |     |    |     |     |        | ) |
|              |       |     |     |    |     |     | RSE =  |   |
|              |       |     |     |    |     |     | 35 %   |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
| Tropical     | Hotel | US$ | 19  | 19 | 247 | 147 | TWC =  | ( |
| Resorts      | opera | 50  | .80 | 90 | .73 | .76 | 19.8%  | 5 |
| Limited      | tions | .50 |     |    |     |     |        | ) |
|              | and   |     |     |    |     |     | JAIC = |   |
|              | inves |     |     |    |     |     | 18.8%  | ( |
|              | tment |     |     |    |     |     |        | 6 |
|              | ho    |     |     |    |     |     | NSR =  | ) |
|              | lding |     |     |    |     |     | 30%    |   |
|              |       |     |     |    |     |     |        |   |
|              |       |     |     |    |     |     | CFC =  |   |
|              |       |     |     |    |     |     | 11.6 % |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
| Thai Wah     | C     | 525 | 18  | 19 | 313 | 29  |        | ( |
| Public Co.,  | ommod | .00 | .73 | 88 | .30 | .50 |        | 3 |
| Ltd.         | ities |     |     |    |     |     |        | ) |
|              |       |     |     |    |     |     |        | ( |
|              |       |     |     |    |     |     |        | 8 |
|              |       |     |     |    |     |     |        | ) |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
|              |       |     |     |    | 625 | 177 |        |   |
|              |       |     |     |    | .34 | .26 |        |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
|              |       |     |     |    |     |     |        |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+
|              |       |     |     |    | 4,  | 6,  |        |   |
|              |       |     |     |    | 018 | 389 |        |   |
|              |       |     |     |    | .31 | .09 |        |   |
+--------------+-------+-----+-----+----+-----+-----+--------+---+

  Remarks:

  1. The company has recognised its effective interest in this
  subsidiary at 41.67% in accordance with the profit sharing percentage
  in the Articles of Association.

  2. Both direct and indirect shareholding in Laguna Services Co., Ltd.

  3. Both direct and indirect shareholding by LRH and TWRH.

  4. The company purchased the 49% owned by BTHL in January 2002.

  5. Indirect shareholding through TWR-Holdings Ltd.

  6. Paid-up share capital of investment in foreign companies are
  presented in foreign currencies in million Singapore or Hong Kong or
  United States dollars.

  7. Investment in Laguna Development Co., Ltd. is an investment in
  643,103 of its ordinary shares, representing 30% of the total share
  holding. However, the company has no significant influence over its
  management and therefore the company does not take equity on the
  operations result.

  8. Market value of investment in Thai Wah Public Co., Ltd. as at
  31^(st) December 2002 is 3 Baht per share

  Abbreviations

  ------ ------------------------------ ------- ----------------------------
  BTHL   = Banyan Tree Holdings Pte     NSR     = Natsteel Resort Ltd.
         Ltd.                                   

  CFC    = Chang Fung Co., Ltd.         PR(T)   = Pacific Resort (Thailand)
                                                Co., Ltd.

  EIE    = EIE Resort Corp. Ltd.        RSE     = R.S.E. (Thailand) Co.,
                                                Ltd.

  JAIC   = Japan Asia Investments Corp. SB (3)  = Sangchan Business (3)
         Fund                                   Co.,Ltd.

  LBC    = Laguna Beach Club Ltd.       TRL     = Tropical Resorts Ltd.

  LBTL   = Laguna Banyan Tree Ltd.      TWC     = Thai Wah Public Co., Ltd.

  LGL    = Laguna Grande Ltd.           TWRH    = TWR – Holdings Limited.

  LRH    = Laguna Resorts & Hotels      WCE     = Wah Chang Engineering
         Public Co., Ltd.                       Corp. Ltd.
  ------ ------------------------------ ------- ----------------------------

NET ASSET VALUE

+-----------------------------------+------------------+---------------+
|                                   | Amount           | Value per     |
|                                   |                  | share         |
|                                   | (Million Baht)   |               |
|                                   |                  | (Baht)        |
+-----------------------------------+------------------+---------------+
| Assets                            | 6,828.61         |               |
+-----------------------------------+------------------+---------------+
| Add : Revaluation of hotel        | 1,669.83         |               |
| properties and land               |                  |               |
+-----------------------------------+------------------+---------------+
| Total assets                      | 8,498.44         | 100.37        |
+-----------------------------------+------------------+---------------+
| Less : Total liabilities          | (2,081.81)       | (24.59)       |
+-----------------------------------+------------------+---------------+
| Net Assets                        | 6,416.63         | 75.78         |
+-----------------------------------+------------------+---------------+
| Less : Commitments which may      | -                | -             |
| occur                             |                  |               |
+-----------------------------------+------------------+---------------+
| Net Asset Value                   | 6,416.63         | 75.78         |
+-----------------------------------+------------------+---------------+

  Remark : The company and the subsidiaries company do not have any
  contingent liabilities relating to the execution of any guarantee or
  mortgage to any party which is not either the company or its
  subsidiary companies.

2.  Developing of real estate summary

+----------+--------+-----+----+-----+-----+---------+-------+------+
| Project  | C      | P   | T  | Out | A   | Land    | Exp   | Inv  |
|          | ompany | roj | ot | sta | rea | owner   | ected | est- |
|          |        | ect | al | -nd |     |         | P     | ment |
|          |        |     | U  | ing | (   |         | eriod | V    |
|          |        | T   | ni | Un  | Rai |         | to    | alue |
|          |        | ype | ts | its | -Ng |         | Sell/ |      |
|          |        |     |    |     | an- |         |       | (Mil |
|          |        |     |    |     | Sq. |         | De    | lion |
|          |        |     |    |     | w.) |         | velop |      |
|          |        |     |    |     |     |         |       | B    |
|          |        |     |    |     |     |         |       | aht) |
+----------+--------+-----+----+-----+-----+---------+-------+------+
| Island   | Laguna | Co  | 52 | -   | 4   | Laguna  | -     | 184  |
| Villa’s  | Grande | ndo |    |     | -1- |         |       |      |
|          | Ltd.   | min |    |     | 4.5 | Grande  |       |      |
|          |        | ium |    |     |     | Ltd.    |       |      |
+----------+--------+-----+----+-----+-----+---------+-------+------+
| The      | Laguna | Co  | 95 | -   | 9-  | Laguna  | -     | 242  |
| A        | Grande | ndo |    |     | 0-0 |         |       |      |
| llamanda | Ltd.   | min |    |     | 2.9 | Grande  |       |      |
| 1        |        | ium |    |     |     | Ltd.    |       |      |
+----------+--------+-----+----+-----+-----+---------+-------+------+
| The      | Laguna | Co  | 1  | 6   | 12- | Laguna  | 2     | 493  |
| A        | Grande | ndo | 41 |     | 1-5 |         | years |      |
| llamanda | Ltd.   | min |    |     | 9.7 | Grande  |       |      |
| 2&3      |        | ium |    |     |     | Ltd.    |       |      |
+----------+--------+-----+----+-----+-----+---------+-------+------+
| Laguna   | Laguna | L   | 54 | 1   | 67- | Laguna  | 1     | 66   |
| Home’s   |        | and |    |     | 2-6 |         | year  |      |
|          | Grande |     |    |     | 3.9 | Grande  |       |      |
|          | Ltd.   |     |    |     |     | Ltd.    |       |      |
+----------+--------+-----+----+-----+-----+---------+-------+------+
| Laguna   | Laguna | L   | 20 | 15  | 1   | Laguna  | 1     | 165  |
| Res      | Grande | and |    |     | 8-0 | Grande  | year  |      |
| idence’s | Ltd.   | &   |    |     | -59 | Ltd.    |       |      |
|          |        | ho  |    |     |     |         |       |      |
|          |        | use |    |     |     |         |       |      |
+----------+--------+-----+----+-----+-----+---------+-------+------+
| Banyan   | Laguna | Vi  | 12 | -   | 2-2 | Bang    | -     | 114  |
| Tree     | Banyan | lla |    |     | -15 | Tao     |       |      |
| Phuket   | Tree   |     |    |     | .54 | Deve    |       |      |
| -2       | Ltd.   |     |    |     |     | lopment |       |      |
| Bedroom  |        |     |    |     |     | Co.,    |       |      |
| Villa’s  |        |     |    |     |     | Ltd.    |       |      |
+----------+--------+-----+----+-----+-----+---------+-------+------+

Island Villa’s are located at 10 Moo 4 Srisoontorn Road, Cherngtalay
District, Amphur Talang, Phuket Province.

The Allamanda 1 is located at 29 Moo 4 Cherngtalay District, Amphur
Talang, Phuket Province.

The Allamanda 2&3 is located at 29 Moo 4 Srisoontorn Road, Cherngtalay
District, Amphur Talang, Phuket Province.

Laguna Home’s are located at Moo 4 Srisoontorn Road, Cherngtalay
District, Amphur Talang, Phuket Province.

Laguna Residence’s are located at Moo 4 Srisoontorn Road, Cherngtalay
District, Amphur Talang, Phuket Province.

Banyan Tree Phuket -2 Bedroom Viila’s are located at 33 Moo 4
Cherngtalay District, Amphur Talang, Phuket Province.

[TABLE]

+------------------------+--------------+--------------+-------------+
| Project                | Sold value   |              |             |
|                        | (Million     |              |             |
|                        | Baht)        |              |             |
+------------------------+--------------+--------------+-------------+
|                        | 2002         | 2001         | 2000        |
+------------------------+--------------+--------------+-------------+
| Island Villa’s         | -            | -            | -           |
+------------------------+--------------+--------------+-------------+
| The Allamanda 1        | -            | 14           | 16          |
+------------------------+--------------+--------------+-------------+
| The Allamanda 2&3      | 34           | 6            | 29          |
+------------------------+--------------+--------------+-------------+
| Laguna Home’s          | 39           | 33           | 50          |
+------------------------+--------------+--------------+-------------+
| Laguna Residence’s     | 57           | -            | -           |
+------------------------+--------------+--------------+-------------+
| Banyan Tree Phuket –   | -            | 97           | 31          |
|                        |              |              |             |
| 2 Bedroom Villa’s      |              |              |             |
+------------------------+--------------+--------------+-------------+

+------------------------+---------------+--------------+-------------+
| Project                | Total cash    |              | Amount sold |
|                        | received      |              | to          |
|                        |               |              | management  |
|                        |               |              | or          |
|                        |               |              | s           |
|                        |               |              | hareholders |
+------------------------+---------------+--------------+-------------+
|                        | Million Baht  | % of sold    |             |
|                        |               | value        |             |
+------------------------+---------------+--------------+-------------+
| Island Villa’s         | 353           | 100%         | -           |
+------------------------+---------------+--------------+-------------+
| The Allamanda 1        | 407           | 98%          | -           |
+------------------------+---------------+--------------+-------------+
| The Allamanda 2&3      | 533           | 85%          | -           |
+------------------------+---------------+--------------+-------------+
| Laguna Home’s          | 199           | 100%         | -           |
+------------------------+---------------+--------------+-------------+
| Laguna Residence’s     | 82            | 100%         | -           |
+------------------------+---------------+--------------+-------------+
| Banyan Tree Phuket –   | 176           | 89%          | -           |
|                        |               |              |             |
| 2 Bedroom Villa’s      |               |              |             |
+------------------------+---------------+--------------+-------------+

Details of receivable due in each project as at 31^(st) December 2002 is
as follows:

[TABLE]

Details of overdue receivables as at 31^(st) December, 2002

[TABLE]

Property Under Construction as at 31^(st) December 2002

The 4 Laguna Residence houses under construction as at 31 December 2002 and are budgeted to cost Baht 30 million. Costs incurred at 31^(st) December 2002 are Baht 15 million. 

A new project called Laguna Townhomes commenced development in December
2002. This project will consist of 45 Townhomes, of which the 2 show
homes are now under construction.

Property Projects Suspended

Laguna Home Chiengrai Phase 1 was suspended in 1997 due to the poor
property market. If market conditions improve the project will be
re-started.

5.3 Intangible assets

Goodwill

On 8 January 2002, the company acquired 49 percent of the shares of
Laguna Banyan Tree Ltd. Goodwill on consolidation of Baht 503 million
which represents the excess of the purchase price over the fair value is
regarded as an asset in the balance sheet and is amortised on
straight-line basis over 20 years.

On 12 November 2001, Laguna Grande Ltd. (a subsidiary) acquired 100
percent of the shares of Bangna Place Realty Ltd. Goodwill on
consolidation of Baht 21 million which represents the excess of the
purchase price over the fair value is regarded as an asset in the
balance sheet and is amortised on straight-line basis over 3 years.

5.4 Investment / management policy of the company and its subsidiary
companies

The current intention of management in regard to investment policy in
the company and its subsidiary companies is to pursue any investment
opportunities within Laguna Phuket that provides the shareholders with a
sufficient return on investment. Such opportunities are summarised in
section 6 below.