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  11. Financial Statements and Operational Performance

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11.1 Summary of Audit Reports

a) Auditors

2010-2012   Mr.Boonlert Kamolchanokkul       Certified public accountant
registration No. 5339

PricewaterhouseCoopers ABAS Limited

  Or   Mrs.Anothai Leekitwattana           Certified public accountant
  registration No. 3442

  PricewaterhouseCoopers ABAS Limited

  Or   Mrs.Unakorn Phruithithada          Certified public accountant
  registration No. 3257

  PricewaterhouseCoopers ABAS Limited

b) Summary of Significant Accounting Policies

Basis of preparation

The consolidated and the company financial statements have been prepared
in accordance with Thai generally accepted accounting principles under
the Accounting Act B.E. 2543, being those Thai Accounting Standards
(“TAS”) issued under the Accounting Profession Act B.E. 2547, and the
financial reporting requirements of the Securities and Exchange
Commission under the Securities and Exchange Act B.E. 2535.

On 30 December 2011 the Company had sold all shares of Star Asset
Management Ltd.. Therefore, the Company has no control over Star Asset
Management Ltd. onward. Consequently, the statements of financial
position as at 31 December 2011 and 2012 did not include the financial
position of Star Asset Management Ltd. (Notes 12 and 26 to the financial
statements).

The consolidated and the company financial statements have been prepared
under the historical cost convention except certain transactions which
are presented at fair value as disclosed in the accounting policies
below.

The preparation of financial statements in conformity with Thai
generally accepted accounting principles requires the use of certain
critical accounting estimates. It also requires management to exercise
its judgement in the process of applying the Company’s accounting
policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to
the consolidated financial statements are disclosed in Note 4 to the
financial statements.

An English version of the consolidated and the company financial
statements has been prepared from the consolidated and the company
financial statements that are in Thai language. In the event of
conflicts or differences in interpretation between the two languages,
the Thai language consolidated and the company financial statements
shall prevail.

New accounting standards, amendments to accounting standards and new
interpretations

New accounting standards, new financial reporting standard, new
interpretations and amendments to accounting standard that are not yet
effective and have not been early adopted by the Group:

Effective for the periods beginning on or after 1 January 2013

  TAS 12 Income taxes

  TAS 20 Accounting for Government Grants and Disclosure of Government
  Assistance

  TAS 21 (Revised 2009) The Effects of Changes in Foreign Exchange Rates

  TFRS 8 Operating Segments

  TSIC 10 Government Assistance - No Specific Relation to Operating
  Activities

  TSIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets

  TSIC 25 Income Taxes - Changes in the Tax Status of an Entity or its
  Shareholders

The Group’s management has determined that the new accounting standards,
amendments to accounting standards and new interpretation will not
significantly impact the consolidated and company financial statement
being presented except for TAS 12 “Income taxes” which expects to incur
of deferred tax account and changes in retained earnings and income tax
expense. The Group’s management is currently assessing the impact of
applying this standard.

TFRS 8: The standard requires a “management approach”, under which
segment information is presented on the same basis as that used for
internal reporting purposes. The Group will apply this standard from 1
January 2013. The expected impact is still being assessed in detail by
management, but it appears likely that the number of reportable
segments, as well as the manner in which the segments are reported, will
change in a manner that is consistent with the internal reporting
provided to the chief operating decision-maker.

Effective for the periods beginning on or after 1 January 2014

  TFRIC 4 Determining whether an Arrangement contains a Lease

  TFRIC 12 Service Concession Arrangements

  TFRIC 13 Customer Loyalty Programmes

  TSIC 29 Service Concession Arrangements: Disclosure

The Group’s management has determined that the new accounting standards,
amendments to accounting standards and new interpretation will not
significantly impact the consolidated and company financial statements
being presented.

Group accounting - investment in subsidiaries

Subsidiaries are all entities over which the Group has the power to
govern the financial and operating policies generally accompanying a
shareholding of more than one half of the voting rights. Subsidiaries
are consolidated from the date on which control is transferred to the
Group and are no longer consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition
of subsidiaries by the Group. The cost of an acquisition is measured as
the fair value of the assets given, equity instruments issued or
liabilities incurred or assumed at the date of exchange, plus costs
directly attributable to the acquisition. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the
acquisition date, irrespective of the extent of any minority interest.

The excess of the cost of acquisition over the fair value of the Group’s
share of the identifiable net assets acquired is recorded as goodwill.

If the cost of acquisition is less than the fair value of the net assets
of the subsidiary acquired, the difference is recognised directly in the
income statement.

Intercompany transactions, balances and unrealised gains on transactions
between group companies are eliminated; unrealised losses are also
eliminated unless cost cannot be recovered. Where necessary, accounting
policies of subsidiaries have been changed to ensure consistency with
the policies adopted by the Group respectively.

A test of impairment is carried out when there is a factor indicating
that an investment might be impaired. If the carrying amount of the
investment is higher than its recoverable amount, impairment loss is
charged to the statements of income.

Investments in subsidiaries are reported by using the cost method in the
Company’s separate financial statements.

A list of the Group’s subsidiaries is set out in Note 12 to the
financial statements.

Foreign currency translation

Items included in the financial statements of each of the Group’s
entities are measured using Thai Baht. The consolidated and company
financial statements are presented in Thai Baht.

Foreign currency transactions are translated into Thai Baht using the
exchange rates prevailing at the date of the transaction. Monetary
assets and liabilities denominated in foreign currency are translated to
Thai Baht at the exchange rate prevailing at the statement of financial
position date. Gains and losses resulting from the settlement of foreign
currency transactions, and from the translation of monetary assets and
liabilities denominated in foreign currencies, are recognised in the
profit or loss.

Translation differences on investments in debt securities and other
monetary financial assets measured at fair value are included in foreign
exchange gains and losses. Translation differences on non-monetary items
such as investments in equity securities held for trading are reported
as part of the fair value gain or loss.

The statements of comprehensive income and cash flows of foreign
entities are translated into the Group’s reporting currency at the
weighted average exchange rates for the year and the statement of
financial position are translated at the exchange rates ruling on the
end of reporting period. Currency translation differences arising from
the retranslation of the net investment in foreign entities are taken to
shareholders’ equity. On disposal of a foreign entity, accumulated
exchange differences are recognised in the statement of comprehensive
income as part of the gain or loss on sale.

Cash and cash equivalents

In the consolidated and Company statement of cash flows, cash and cash
equivalents includes cash in hand, deposits held at call with banks,
other short-term highly liquid investments with original maturities of
three months or less and bank overdrafts.

Investment in securities

Investment in securities is classified as (1) trading investments and
(2) held-to-maturity investments which the classification is dependent
on the purpose for which the investment was acquired. Management
determines the appropriate classification of its investment at the time
of the purchase and re-evaluates such designation on a regular basis.

  1. Investments that are acquired principally for the purpose of
  generating a profit from short-term fluctuations in price are
  classified as trading investments and included in current assets.

  2. Investments with fixed maturity that the management has the intent
  and ability to hold to maturity are classified as held-to-maturity and
  are included in non-current assets, except for maturities within 12
  months from the statement of financial position date which are
  classified as current assets.

All categories of investment are initially recognised at cost, which is
equal to the fair value of consideration paid plus transaction cost.

Trading investments and available for sale investments are subsequently
measured at fair value. The fair value of investments is based on quoted
bid price at the close of business on the statement of financial
position date by reference to the Stock Exchange of Thailand. The
unrealised gains and losses of trading investments are recognised in
income statement. The unrealised gains and losses of available for sale
investments are recognised in equity.

Held-to-maturity investments are carried at amortised cost using the
effective yield method less impairment loss.

A test for impairment is carried out when there is a factor indicating
that an investment might be impaired. If the carrying value of the
investment is higher than its recoverable amount, impairment loss is
charged to the statement of comprehensive income.

On disposal of an investment, the difference between the net disposal
proceeds and the carrying amount is charged or credited to the statement
of comprehensive income. When disposing of part of the Company’s holding
of a particular investment, the carrying amount of the disposed part is
determined by the weight average carrying amount of the total holding of
the investment.

Accounts and notes receivable

Accounts and notes receivable are carried at original invoice amount and
subsequent measure at the remaining amount less allowance for doubtful
receivables based on a review of all outstanding amounts at the year
end. The amount of the allowance is the difference between the carrying
amount of the receivable and the amount expected to be collectible. Bad
debts are written off during the year in which they are identified and
recognised in profit or loss within administrative expenses.

Inventories

Inventories are stated at the lower of cost and net realisable value.
Cost is determined by the first-in, first-out method. The cost of
purchase comprises both the purchase price and costs directly
attributable to the acquisition of the inventory, such as import duties
and transportation charges, less all attributable discounts, allowances
or rebates. The cost of finished goods and work in progress comprises
design costs, raw materials, direct labour, other direct costs and
related production overheads (based on normal operating capacity). It
excludes borrowing costs. Net realisable value is the estimate of the
selling price in the ordinary course of business, less applicable
variable selling expenses. Allowance is made, where necessary, for
obsolete, slow-moving and defective inventories.

Investment in non-performing assets and allowance for impairment of
investment

Investment in non-performing assets purchased from financial
institutions is stated at acquisition cost net of allowance for
impairment. Loss on impairment of such investment is recognised in
statement of comprehensive income. In case of investment in
non-performing assets which was entered into debt restructuring
agreement, the subsidiaries will transfer such investment to be loans to
non-performing assets. The subsidiaries consider allowance for
impairment of investment on the same basis of loans to non-performing
asset as prescribed by the Bank of Thailand.

Loans to non-performing assets and allowance for doubtful accounts

Loans to non-performing assets are non-performing assets transferred
from investment in non-performing asset of whose entering into debt
restructuring or changed the condition or re-agreement in debt repayment
with the subsidiaries. Loans to non-performing assets are stated at fair
value as at the transferred date net of allowance for doubtful accounts.
Allowance for doubtful accounts of loans to non-performing assets are
recognised in statement of comprehensive income.

The subsidiaries consider allowance for doubtful accounts of loans to
non-performing assets in accordance with the notifications of the Bank
of Thailand (“BOT”) which required the asset management company to
comply about the provision of allowance for doubtful accounts in order
to conform to the BOT’s criteria. The subsidiaries have classified loans
to non-performing assets and allowance for doubtful accounts to be
conformed to the guideline of the BOT in relation to the classification
of loans, provision rates and the valuation of collaterals based on the
outstanding period and realisable value of cash flows from disposal of
collaterals. In case of loans to unsecured non-performing assets, the
subsidiaries will provide the allowance for doubtful accounts by
estimating cash flows expected to be received from the debtors under the
restructuring plan or rehabilitation plan. If the debtors could not
complied with the plan, the allowance for doubtful accounts will be
provided following by BOT’s criteria.

Loans to consumers and interest receivable and allowance for doubtful
accounts

Loans and accrued interest receivables are carried at anticipated
realisable value.

Bad debts are written off during the year in which they are identified
and recognised in the statement of comprehensive income within selling
and administrative expense.

Concentrations of credit risk with respect to receivables are limited
due to the subsidiary’s large number of customers, who are dispersed.
Due to these factors, management believes that no additional credit risk
beyond the amounts provided for collection losses is inherent in the
subsidiary.

The subsidiary provides allowance for doubtful accounts between 7% to
100% and writes off when the payment is in default more than 180 days.
The allowance for doubtful is based on the historical trend of each loan
category’s potential historical loss rate.

The above allowance for doubtful accounts policy does not conform with
the accounting guideline jointly issued by the Securities and Exchange
Commission and the Federation of Accounting Professions relating to
allowance for doubtful accounts for consumer finance business. The
guideline requires a full allowance for doubtful accounts based on those
account receivables which are overdue more than 3 periods. However, the
accounting guideline allows the subsidiaries to provide the allowance
for doubtful accounts based on its historical information.

Troubled debt restructuring

The subsidiaries record transaction relating to troubled debt
restructuring in accordance with the Accounting Standards No. 104
“Accounting for Troubled Debt Restructuring” and in conformity with the
guideline of the BOT. In case of debt restructuring that the
subsidiaries agreed to release the repayment condition and calculated
fair value of receivables after debt restructuring by calculating
present value of cash flows which expected to be received from the
debtors deducting by the deferred purchased non-performing assets which
equal to bid price.

Loss on debt restructuring of each receivable is recognised when
estimated cash flows received from each receivable less than bid price.

Foreclosed assets

Foreclosed assets consists of immovable and movable assets are stated at
the lower of cost or market value of the acquisition assets. Where the
carrying value of foreclosed assets incurred impairment, the
subsidiaries will recognise the provision for impairment of foreclosed
assets in total.

The subsidiaries will recognise gain (loss) on sales of foreclosed
assets as income or expenses in whole amount in accordance with the
notifications of the Bank of Thailand.

Intangible assets

Goodwill

Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the net identifiable assets of the
acquired subsidiary undertaking at the date of acquisition.

Separately recognised goodwill is tested annually for impairment and
carried at cost less accumulated impairment losses. Impairment losses on
goodwill are not reversed. Gains and losses on the disposal of an entity
include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash generating units for the purpose if
impairment testing. The allocation is made to those cash generating
units or group of cash generating units that are expected to benefit
from the business combination in which the goodwill arose.

Computer software

Expenditure on acquired licenses and cost of computer software are
capitalised and amortised using the straight-line method over their
useful lives generally 5 years or over the contract period. Intangible
assets are not revalued. The carrying amount of each intangible asset is
reviewed annually and adjusted for impairment where it is considered
necessary.

Expenditure which enhances or extends the performance computer software
programmes beyond their original specifications is recognised as a
capital improvement and added to the original cost of the software.

Building improvement and equipment

Building improvement and equipment are stated at historical cost less
accumulated depreciation. Depreciation is calculated on the
straight-line basis to write off the cost of each asset, to its residual
value over its estimated useful life as follows:

  Building improvement 5 years

  Computers 3 - 10 years

  Furniture and fixture 5 years

  Office equipment 5 years

  Vehicles 5 years

Residual value and the estimated useful life of the assets are revised
at the end of each reporting period.

Where the carrying amount of an asset is greater that its estimated
recoverable amount, it is written down immediately to its recoverable
amount.

Gains and losses on disposal of fixed assets determined by comparing
proceeds with the carrying amount and are included in operating profit.

Repairs and maintenance are charged to the statement of comprehensive
income during the financial period in which they are incurred. The cost
of major renovations is included in the carrying amount of the asset
when it is probable that future economic benefits in excess of the
originally assessed standard of performance of the existing asset will
flow to the Group. Major renovations are depreciated over the remaining
useful life of the related asset.

Impairment of assets

Building improvements and equipment and other assets that are not
financial assets, including intangible assets are reviewed for
impairment losses 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 of the assets
exceeds its recoverable amount which is the higher of an asset’s net
selling price and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest level for which there is
separately identifiable cash flows.

Income tax

The Group calculates income tax based on the conditions described in
Revenue Code and records income tax on an accrual basis.

Overseas subsidiary’s income tax is recorded on an accrual basis which
calculated on the basis of establishment of the business to be carried
out in that country.

Leases-where a Group company is the lessee.

Leases which substantially transfer all the risks and rewards of
ownership to the lessee are classified as finance leases. Finance leases
are capitalised at the inception of the lease at the lower of the fair
value of the leased property or the present value of the minimum lease
payments. Each lease payment is allocated to the principal and to the
finance charges so as to achieve a constant rate on the finance balance
outstanding. The outstanding rental obligations, net of finance charges,
are included in liabilities under finance lease contract. The interest
element of the finance cost is charged to the statement of comprehensive
income over the lease period. The property, plant or equipment acquired
under finance leases is depreciated over the shorter of the useful life
of the asset or the lease term.

Leases not transferring a significant portion of the risks and rewards
of ownership to the lessee are classified as operating leases. Payments
made under operating leases (net of any incentives received from the
lessor) are charged to the statement of comprehensive income on a
straight-line basis over the period of the lease.

When an operating lease is terminated before the lease period has
expired, any payment required to be made to the lessor by way of penalty
is recognised as an expense in the period in which termination takes
place.

Borrowings

Borrowings are recognised initially at the fair value of proceeds
received, net of transaction costs incurred. Borrowings are subsequently
stated at amortised cost using the effective yield method.

Employee benefits

The Group has post-employment benefits both defined contribution plans
and defined benefit. A defined contribution plan is a pension plan under
which the Group pays fixed contributions into a separate entity. The
Group has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in the current and
prior periods. A defined benefit plan is a pension plan that is not a
defined contribution plan. Typically defined benefit plans define an
amount of pension benefit that an employee will receive on retirement,
usually dependent on one or more factors such as age, years of service
and compensation.

• Defined benefit plans - Retirement benefits

Under Labour Laws applicable in Thailand and the Group’s employment
policy, all employees completing 120 days of service are entitled to
severance pay on termination or retrenchment without cause or upon
retirement age of 60. The severance pay will be at the rate according to
number of years of service as stipulated in the Labor Law which is
currently at a maximum rate of 300 days of final salary.

• Defined contribution plans - Provident fund

The Group operates a provident fund that is a defined contribution plan.
The assets of which are held in a separate trust fund. The provident
fund is funded by payments from employees and by the relevant Group
companies. Contributions to the provident fund are charged to the
statement of comprehensive income in the year to which they relate.

Provisions

Provisions, excluding the provisions for employee benefits, are
recognised when the Group has a present legal or constructive obligation
as a result of past events, it is probable that an outflow of resources
will be required to settle the obligation, and a reliable estimate of
the amount can be made. Where the Group expects a provision to be
reimbursed, the reimbursement is recognised as a separate asset but only
when the reimbursement is virtually certain.

Revenues and expenses recognition

Revenues from financial advisor and investment banking

  - Monthly fee is recognised on service of contract. The Company will
  cease income recognition when receivables are continuously delinquent
  on payment for 3 months.

- Service fee on condition of contract is recognised on success of each
step of contract.

- Service fee on completion is recognised when the service is completely
rendered.

Revenues from non-performing assets management

  - Revenue from recovery operation expenses (Base Fee) is recognised by
  monthly service.

  - Revenue from share of cash collection (Cash Collection Fee) is
  recognised on percentage of cash collection according to service
  agreement.

Interest and fee income is recognised on an accrual basis, except loans
receivable which is uncollected over three periods where interest is
recognised on collection basis. The Company will recognise income on the
accrual basis when the entire amount of principal and overdue interest
has been paid. Interest income is recognised on a time proportion basis
that takes into account the effective yield over the period to maturity
and the outstanding amount of principals.

Interest income from non-performing assets both from investment in
non-performing assets and loans to non-performing assets are recorded on
accrual basis by using the effective interest rate except when expected
cash collection is uncertain, these incomes are recorded when actually
received.

Dividend income is recognised when the right to receive payment is
established.

Revenue from sales of goods is recognised when significant risks and
rewards of ownership of the goods are transferred to the buyer. Revenue
comprises the fair value of the consideration received or receivable for
the sale of goods in the ordinary course of the Group’ s activities.
Revenue is shown net of value-added tax, returns, rebates and discounts,
and after eliminating sales within the Group.

Other incomes and expenses are recognised on accrual basis.

Dividends

Dividends are recorded in the company’s financial statements in the
period in which it is approved by the shareholders.

Financial risk management

Significant financial assets carried on the statements of financial
position include cash and cash equivalents, short-term investments,
investment in non-performing assets, loans to non-performing assets and
loans to consumers Significant financial liabilities carried on the
statements of financial position include borrowings. The particular
recognition methods adopted are disclosed in the individual policy
statements associated with each item.

The Group’s activities expose it to a variety of financial risks. The
Group’s overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group. Risk
management is carried out by a treasury department and risk management
department which is defined by the Board of Directors covering specific
areas, such as interest rate risk, credit risk, liquidity risk,
operational risk and compliance with law.

Critical accounting estimates, assumptions and judgements

Estimates, assumptions and judgements are continually evaluated and are
based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.

1. Impairment on investments in non-performing assets, loans to
non-performing assets and loans to consumers

The Group maintains an impairment of investments in non-performing
assets, allowance for doubtful accounts of loans to non-performing
assets and loans to consumers to reflect impairment of investments in
non-performing assets, loans to non-performing assets, and loans to
consumers relating to estimated losses resulting from the inability to
make required payments. The provision on impairment and allowance for
doubtful accounts are significantly impacted by the difference of
estimated future cash flows and book value of specific loans, such
assessment being based on consideration of historical collection
experience, follow up, instances of default, consideration of market
trends and/or collateral value.

2. Building improvement, equipment and intangible assets

Management determines the estimated useful lives and residual values for
the Company’s building improvement, equipment and intangible assets.
Management will revise the depreciation charge where useful lives and
residual values are different to previously estimated, or it will write
off or write down technically obsolete assets or assets that have been
abandoned or sold.

3. Employee benefits

The Group has committed to pay benefits to employees at retirement age.
The present value of employee benefit liabilities recognised in the
statement of financial position is determined on an actuarial basis
using various assumptions. The assumptions used in determining the net
period cost for employee benefits include the discount rate, the rate of
salary inflation and employee turnover. Any changes in these assumptions
will impact the net periodic cost recorded for employee benefits. On an
annual basis the Group determines the appropriate discount rate, which
represents the interest rate that should be used to determine the
present value of future cash flows currently expected to be required to
settle the employee benefits. In determining the appropriate discount
rate, the Group considers the interest rates of government bonds
denominated in the currency in which the benefits will be paid.

Accounting policies related to other items can be viewed in the
Company’s 2012 consolidated and company financial statements.

c) Audit report

Year 2010-2012

In the auditor’s report on the audited consolidated and company
financial statements for year 2010-2012 by Mr. Boonlert Kamolchanokkul,
Certified Public Accountant registration No. 5339,
PricewaterhouseCoopers ABAS Limited, it is the auditor’s opinion that
the consolidated and company financial statements present fairly, in all
material respects, the consolidated and company financial position as at
31 December 2010-2012 and the results of operations and cash flows for
the year, in accordance with generally accepted accounting principles.

Table showing the Company’s performance over the past three years

ACAP ADVISORY PUBLIC COMPANY LIMITED AND SUBSIDIARIES

BALANCE SHEETS

AS AT DECEMBER 31, 2010 2011 and 2012 (ASSETS)

  -----------------------------------------------------------------------------------------------------------------------------------------------------
                                           Company                                                        Consolidated                          
                                           Only                                                                                                
  ------------------ ----------- --------- ----------- --------- --------- -------- ----------- --------- -------------- --------- ----------- --------
                     2010        %         2011        %         2012      %        2010        %         2011           %         2012        %

                     Baht ' 000            Baht ' 000            Baht '             Baht ' 000            Baht ' 000               Baht ' 000   
                                                                 000                                                                           

  Current assets                                                                                                                                

  Cash and cash      106,839     8.93%     47,114      4.06%     61,077    5.27%    990,545     21.00%    864,437        74.54%    740,015     63.81%
  equivalents                                                                                                                                  

  Short-term         -                     14,296      1.23%     -                  23,173      0.49%     14,296         1.23%     112,209     9.68%
  investments                                                                                                                                  

  Accounts and notes 2           0.00%     54,775      4.72%     20,416    1.76%    24,866      0.53%     73,332         6.32%     32,981      2.84%
  receivable, net                                                                                                                              

  Current portion of                                                                                                                            
  investment in                                                                                                                                

  non-performing     -                     -                      -                 1,203,134   25.51%    -                        2,469       0.21%
  assets, net                                                                                                                                  

  Current portion of                                                                                                                           
  loans to                                                                                                                                     
  non-performing                                                                                                                               

  assets, net        -                     -                     -                  907,632     19.24%    -                        -           

  Loans to consumers -                     -                     -                  53,323      1.13%     -                        -           
  and interests                                                                                                                                
  receivable, net                                                                                                                              

  Accounts           10,467      0.87%     -                     -                  2,845       0.06%     -                        -           
  receivable -                                                                                                                                 
  related companies                                                                                                                            

  Amount due from    7,719       0.64%     188         0.02%     313       0.03%    7,606       0.16%     -                        -           
  related companies                                                                                                                            

  Short-term loans   5,000       0.42%     -           0.00%     10,400    0.90%    -                     -                        -           
  to related                                                                                                                                   
  companies, net                                                                                                                               

  Short-term loans   -                     30,497      2.63%     2,451     0.21%     -                    60,497         5.22%     26,451      2.28%
  to other companies                                                                                                                           

  Current portion of                                                                                                                           
  long-term loans to                                                                                                                           

  related companies  39,753      3.32%     -                     -                  -                     -                        -           

  Other current      5,594       0.47%     4,847       0.42%     2,050     0.18%    649,308     13.77%    18,686         1.61%     10,331      0.89%
  assets, net                                                                                                                                  

  Total current      175,374     14.65%    151,717     13.08%    96,707    8.34%    3,862,432   81.89%    1,031,248      88.92%    924,456     79.71%
  assets                                                                                                                                       

  Non-current assets                                                                                                                            

  Investment in      -                     -                     -                  656,970     13.93%    -                        -           
  non-performing                                                                                                                               
  assets, net                                                                                                                                  

  Loans to           -                     -                     -                  91,507      1.94%     -                        -           
  non-performing                                                                                                                               
  assets, net                                                                                                                                  

  Loans to consumers -                     -                     -                  -                     -                        -           
  and interests                                                                                                                                
  receivable, net                                                                                                                              

  Long-term loan to  21,047      1.76%     11,437      0.99%     14,950    1.29%    -                     -                        -           
  related companies                                                                                                                            

  Long-term loan to  -                     -                     4,969     0.43%    -                     -                        4,969       0.45%
  other companies                                                                                                                              
  -net                                                                                                                                         

  Investment in      938,865     78.43%    944,208     81.42%    828,992   71.48%   -                     -                        -           
  subsidiary                                                                                                                                   
  companies                                                                                                                                    

  Long-term          -                     -                     -                  1,662       0.04%     1,747          0.16%     30,000      2.72%
  investments                                                                                                                                  

  Building           52,181      4.36%     40,844      3.52%     31,717    2.73%    75,924      1.61%     47,871         4.34%     45,731      4.15%
  improvement and                                                                                                                              
  equipment, net                                                                                                                               

  Intangible assets, 4,478       0.37%     3,666       0.32%     2,859     0.25%    13,378      0.28%     6,832          0.62%     4,977       0.45%
  net                                                                                                                                          

  Goodwill, net      -                     -                     -                  -                     -                        -           

  Other non-current  5,127       0.43%     7,872       0.68%     5,817     0.50%    14,707      0.31%     14,561         1.32%     18,400      1.67%
  assets, net                                                                                                                                  

  Total non-current  1,021,698   85.35%    1,008,027   86.92%    889,304   76.68%   854,148     18.11%    71,011         6.44%     104,077     9.44%
  assets                                                                                                                                       

  Total assets       1,197,072   100.00%   1,159,744   100.00%   986,011   85.02%   4,716,580   100.00%   1,102,259      100.00%   1,028,533   93.31%
  -----------------------------------------------------------------------------------------------------------------------------------------------------

BALANCE SHEETS

AS AT DECEMBER 31, 2010, 2011 and 2012 (Liabilities and Shareholders'
Equity)

  ---------------------------------------------------------------------------------------------------------------------------------------------------------
                                          Company                                                            Consolidated                          
                                          Only                                                                                                    
  ----------------- ----------- --------- ----------- --------- ----------- ---------- ----------- --------- -------------- --------- ----------- ---------
                    2010        %         2011        %         2012        %          2010        %         2011           %         2012        %

                    Baht ' 000            Baht ' 000            Baht ' 000             Baht ' 000            Baht ' 000               Baht ' 000   

  Liabilities and                                                                                                                                 
  shareholders’                                                                                                                                   
  equity                                                                                                                                          

  Current                                                                                                                                         
  liabilities                                                                                                                                     

  Accounts and      -                     -                     -                      16,419      0.35%     -                        -            
  notes payable                                                                                                                                   

  Amount due to     2,032       0.17%     54,207      4.67%     107,644     10.92%     88,942      1.89%     -                        -            
  related companies                                                                                                                               

  Current portion                                                                                                                                  
  of long-term                                                                                                                                    
  loans                                                                                                                                           

  from financial    -                     -                     -                      1,270,226   26.93%    -                        -            
  institutions                                                                                                                                    

  Current portion                                                                                                                                  
  of long-term loan                                                                                                                               

  from related      -                     20,000      1.72%     18,000      1.83%      501,620     10.64%    -                        -            
  company                                                                                                                                         

  Current portion   7,596       0.63%     5,714       0.49%     4,178       0.42%      7,596       0.16%     5,714          0.52%     4,847       0.47%
  of financial                                                                                                                                    
  lease contracts                                                                                                                                 

  Other current     5,555       0.46%     3,768       0.32%     4,108       0.42%      742,078     15.73%    37,974         3.45%     26,278      2.55%
  liabilities                                                                                                                                     

  Total current     15,183      1.27%     83,689      7.22%     133,930     13.58%     2,626,881   55.69%    43,688         3.96%     31,125      3.03%
  liabilities                                                                                                                                     

  Non-current                                                                                                                                     
  liabilities                                                                                                                                     

  Liabilities under 12,732      1.06%     8,987       0.77%     4,408       0.45%      12,732      0.27%     8,987          0.82%     6,119       0.59%
  financial lease                                                                                                                                 
  contracts, net                                                                                                                                  

  Long-term loans   -                     -                     -                      332,348     7.05%     1,878          0.17%     2,584       0.25%
  from financial                                                                                                                                  
  institutions                                                                                                                                    

  Long-term loans   760,000     63.49%    760,000     65.53%    760,000     77.08%     1,103,498   23.40%    -                        -            
  from related                                                                                                                                    
  companies                                                                                                                                       

  Provision on      -                     5,229       0.45%     5,928       0.60%      -                     7,628          0.69%     9,831       0.96%
  employee benefits                                                                                                                               

  Other liabilities -                     2,912       0.25%     2,912       0.30%      -                     5,031          0.46%     12,097      1.18%

  Total non-current 772,732     64.55%    777,128     67.01%    773,248     78.42%     1,448,578   30.71%    23,524         2.13%     30,631      2.98%
  liabilities                                                                                                                                     

  Total liabilities 787,915     65.82%    860,817     74.22%    907,178     92.00%     4,075,459   86.41%    67,212         6.10%     61,756      6.00%

  Shareholders’                                                                                                                                   
  equity                                                                                                                                          

  Authorised,                                                                                                                                     
  issued and                                                                                                                                      
  paid-up share                                                                                                                                   
  capital                                                                                                                                         

  125,000,000                                                                                                                                     
  ordinary shares                                                                                                                                 
  of                                                                                                                                              

  Baht 1 each       125,000     10.44%    125,000     10.78%    125,000     12.68%     125,000     2.65%     125,000        11.34%    125,000     12.15%

  Premium on share  337,742     28.21%    337,742     29.12%    337,742     34.25%     337,742     7.16%     337,742        30.64%    337,742     32.84%
  capital                                                                                                                                         

  Unrealised gain                                                                                                                                  
  on change in                                                                                                                                    

  fair value of     -                     -                     -                      -                     -                        -            
  investment                                                                                                                                      

  Retained earnings                                                                                                                                
  (deficit)                                                                                                                                       

  Appropriated      12,500      1.04%     12,500      1.08%     12,500      1.27%      12,500      0.27%     12,500         1.13%     12,500      1.22%

  Unappropriated    (66,085)    -5.52%    (176,315)   -15.20%   (396,409)   -40.20%    167,475     3.55%     560,606        50.86%    497,855     48.40%

  Other components  -                     -                     -                      (1,596)     -0.03%    (2,485)        -0.23%    (2,484)     -0.24%
  of equity                                                                                                                                       

  Equity            409,157     34.18%    298,927     25.78%    78,833      8.00%      641,121     13.59%    1,033,363      93.75%    970,613     94.37%
  attributable to                                                                                                                                 
  owners of the                                                                                                                                   
  parent                                                                                                                                          

  Non-controlling   -                     -                                            -                     1,684          0.15%     (3,836)     -0.37%
  interests                                                                                                                                       

  Total             409,157     34.18%    298,927     25.78%    78,833      0.079951   641,121     13.59%    1,035,047      93.90%    966,777     94.00%
  shareholders’                                                                                                                                   
  equity                                                                                                                                          

  Total liabilities 1,197,072   100.00%   1,159,744   100.00%   986,011     100.00%    4,716,580   100.00%   1,102,259      100.00%   1,028,533   100.00%
  and shareholders’                                                                                                                               
  equity                                                                                                                                          
  ---------------------------------------------------------------------------------------------------------------------------------------------------------

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012

  ------------------------------------------------------------------------------------------------------------------------------------------------------
                                        Company                                                            Consolidated                         
                                        Only                                                                                                   
  ----------------- --------- --------- ----------- --------- ----------- ---------- ----------- --------- -------------- --------- ---------- ---------
                    2010      %         2011        %         2012        %          2010        %         2011           %         2012       %

                    Baht '              Baht ' 000            Baht ' 000             Baht ' 000            Baht ' 000               Baht ' 000  
                    000                                                                                                                        

  Revenues                                                                                                                                      

  Service income    143,650   23.77%    131,911     86.03%    71,327      79.63%     156,255     7.13%     185,868        19.82%    168,923    72.23%

  Interest income   -                   -                     -                      228,957     10.44%    82,036         8.75%     22,480     9.61%
  from NPL                                                                                                                                     

  Interest income   -                   -                     -                      30,828      1.41%     -                        -          
  from loans to                                                                                                                                
  consumers                                                                                                                                    

  Income from       -                   -                     -                      -                     241,805        25.78%    -          
  recovery of bad                                                                                                                              
  debt written-off                                                                                                                             

  Income from loan  -                   -                     -                      1,495,010   68.19%    -                        -          
  forgiveness                                                                                                                                  

  Other income      460,613   76.23%    21,414      13.97%    18,251      20.37%     281,485     12.84%    428,279        45.66%    42,473     18.16%

  Total revenues    604,263   100.00%   153,325     100.00%   89,578      100.00%    2,192,535   100.00%   937,988        100.00%   233,876    100.00%

  Expenses                                                                                                                                     

  Cost of services, 48,392    8.01%     45,567      29.72%    33,280      37.15%     204,929     9.35%     135,744        14.47%    124,984    53.44%
  asset management                                                                                                                             
  and loans                                                                                                                                    

  Administrative    152,880   25.30%    136,439     88.99%    192,923     215.37%    1,597,871   72.88%    366,243        39.05%    147,853    63.22%
  expenses                                                                                                                                     

  Management        30,303    5.01%     27,264      17.78%    22,395      25.00%     30,303      1.38%     27,264         2.91%     22,395     9.58%
  remunerations                                                                                                                                

  Total expenses    231,575   38.32%    209,270     136.49%   248,598     277.52%    1,833,103   83.61%    529,251        56.42%    295,232    126.23%

  Profit (loss)                                                                                                                                
  before financial                                                                                                                             
  costs                                                                                                                                        

  and income tax    372,688   61.68%    (55,945)    -36.49%   (159,020)   -177.52%   359,432     16.39%    408,737        43.58%    (61,356)   -26.23%

  Financial costs   46,703    7.73%     54,285      35.41%    61,074      68.18%     130,784     5.96%     14,226         1.52%     4,317      1.85%

  Profit (loss)     325,985   53.95%    (110,230)   -71.89%   (220,094)   -245.70%   228,648     10.43%    394,511        42.06%    (65,673)   -28.08%
  before income tax                                                                                                                            

  Income tax        71        0.01%     -                     -                      7,016       0.32%     4,765          0.51%     2,707      1.16%

  Net profit (loss) 325,914   53.94%    (110,230)   -71.89%   (220,094)   -245.70%   221,632     10.11%    389,746        41.55%    (68,380)   -29.24%
  for the year                                                                                                                                 

  Other                                                                                                                                        
  comprehensive                                                                                                                                
  income (loss)                                                                                                                                

  Exchange          -                   -                     -                      293         0.01%     (963)          -0.10%    110        0.05%
  differences on                                                                                                                               
  translating F/S                                                                                                                              

  Realised gain on  (1,307)   -0.22%    -                     -                      (1,307)     -0.06%    -                        -          
  change in fair                                                                                                                               
  value of                                                                                                                                     
  investment                                                                                                                                   

  Other             (1,307)   -0.22%    -                     -                      (1,014)     -0.05%    (963)          -0.10%    110        0.05%
  comprehensive                                                                                                                                
  loss, net of tax                                                                                                                             

  Total             324,607   53.72%    (110,230)   -71.89%   (220,094)   -245.70%   220,618     10.06%    388,783        41.45%    (68,270)   -29.19%
  comprehensive                                                                                                                                
  income (loss)                                                                                                                                

  Profit (loss)                                                                                                                                
  attributable to:                                                                                                                             

  Shareholders of   325,914   53.94%    (110,230)   -71.89%   (220,094)   -245.70%   221,632     10.11%    393,131        41.91%    (62,751)   -26.83%
  the parent                                                                                                                                   

  Non-controlling   -                   -                     -                      -                     (3,385)        -0.36%    (5,629)    -2.41%
  interests                                                                                                                                    

                    325,914   53.94%    (110,230)   -71.89%   (220,094)   -245.70%   221,632     10.11%    389,746        41.55%    (68,380)   -29.24%

  Total                                                                                                                                        
  comprehensive                                                                                                                                
  income (loss)                                                                                                                                
  attributable to:                                                                                                                             

  Shareholders of   325,914   53.94%    (110,230)   -71.89%   (220,094)   -245.70%   220,618     10.06%    392,242        41.82%    (62,750)   -26.83%
  the parent                                                                                                                                   

  Non-controlling   -                   -                     -                      -                     (3,459)        -0.37%    (5,520)    -2.36%
  interests                                                                                                                                    

                    325,914   53.94%    (110,230)   -71.89%   (220,094)   -245.70%   220,618     10.06%    388,783        41.45%    (68,270)   -29.19%

  Basic earnings    2.61                (0.88)                (1.76)                 1.77                  3.12                     (0.55)      
  (loss) per share                                                                                                                             
  ------------------------------------------------------------------------------------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 2011 AND 2012

  ---------------------------------------------------------------------------------------------------------------------------------
                                                Company                                           Consolidated                   
                                                Only                                                                            
  ----------------------------- ----------- --- ----------- --- ----------- --- ------------- --- -------------- --- ---------- ---
                                2010            2011            2012            2010              2011               2012        

                                Baht ' 000      Baht ' 000      Baht ' 000      Baht ' 000        Baht ' 000         Baht ' 000  

  Cash flows from operating                                                                                                     
  activities                                                                                                                    

  Profit (loss) before income   325,985         (110,229)       (220,094)       228,648           394,511            (65,673)   
  tax                                                                                                                           

  Adjustment for :                                                                                                              

  Depreciation and amortisation 11,741          12,946          9,195           69,611            32,301             14,699     

  Interest income               (8,619)         (2,492)         (4,736)         (271,667)         (106,404)          (41,060)   

  Interest expense              45,568          53,280          60,422          129,620           8,411              3,584      

  Interest expense from         1,135           1,005           652             1,164             1,005              733        
  hire-purchase and financial                                                                                                   
  lease contracts                                                                                                               

  Dividend income               (429,649)       (9,259)         (9,804)         -                 -                  -          

  Loss on impairment/written    -               -               3,299           -                 -                  5,791      
  off withholding tax assets                                                                                                    

  Restructuring provision       -               -                               (33,693)          -                  -          
  (reversal)                                                                                                                    

  Loss on impairment of         -               -                               925,990           -                  -          
  investment in non-performing                                                                                                  
  assets                                                                                                                        

  Bad debt and doubtful account -               -                               (85,364)          -                  -          
  (reversal)                                                                                                                    

  Bad debt and doubtful account -               -                               275,943           (8,608)            -          
  of loans to non-performing                                                                                                    
  assets                                                                                                                        

  Impairment loss from          41,000          10,550          117,217         -                 -                  -          
  investments in subsidiaries                                                                                                   

  unrealised gain on investment -               -               -               -                 -                  (2,160)    
  in fair value                                                                                                                 

  (Income) loss from loan       17,472          -               -               (1,495,010)       -                  -          
  forgiveness                                                                                                                   

  Loss from restructuring in                                                                                                    
  loans to non-performing                                                                                                       
  assets                                                                                                                        

  and investment in             -               -               -               19,593            30,677             -          
  non-performing assets                                                                                                         

  Loss on impairment of loans   -               28,400          7,300           -                 -                  9,800      

  Loss from sale of short-term  -               1,079           (751)           -                 1,079              (12,052)   
  investment                                                                                                                    

  Gain from sale of subsidiary                  -               -                                 (315,624)          -          

  Gain on acquired minority     -               -               -               -                 -                  -          
  interest of subsidiaries                                                                                                      

  Loss on                       3,459           2,968           (1,157)         53,978            13,294             (624)      
  sales/impairment/write-off                                                                                                    
  assets                                                                                                                        

  (Gain) loss on foreign        1,901           (1,411)         1,473           2,371             (6,366)            1,396      
  currencies translation                                                                                                        

  Unrealised loss on foreign    -               -               -               -                 -                  109        
  exchange translation                                                                                                          

  Provision for employee        -               5,229           699             -                 7,839              2,203      
  benefits                                                                                                                      

  Profit (loss) from operating                                                                                                   
  activities before                                                                                                             

  changes in operating assets   9,993           (7,934)         (36,285)        (178,816)         52,115             (83,254)    
  and liabilities                                                                                                               

  (Increase) decrease in                                                                                                        
  operating assets                                                                                                              

  Accounts and notes receivable 103             (54,774)        34,359          (6,371)           (48,466)           32,851     

  Investment in non-performing  -               -               -               40,044            1,073,075          (2,469)    
  assets                                                                                                                        

  Loans to non-performing       -               -               -               501,525           819,479            -          
  assets                                                                                                                        

  Loans to consumers and        -               -               -               146,155           53,323             -          
  interests receivable                                                                                                          

  Accounts receivable - related 10,860          10,467          -               1,437             2,845              -          
  companies                                                                                                                     

  Amount due from - related     1,367           5,290           (109)           (1,049)           4,096              -          
  companies                                                                                                                     

  Other receivables             -               2,357           228             -                 -                  245        

  Other current assets          (5,591)         712             530             (7,517)           30,367             2,579      

  Other non-current assets      (1,067)         (804)           114             5,899             43,076             307        

  Increase (decrease) in                                                                                                        
  operating liabilities                                                                                                         

  Accounts and notes payable    (4,273)         -               -               15,649            (5,896)            -          

  Amount due to related         (627)           (984)           (482)           (476)             2,895              -          
  companies                                                                                                                     

  Other current liabilities     (91,501)        (1,787)         (1,186)         466,464           (642,227)          (12,012)   

  Other non-current liabilities -               -               -               -                 -                  (435)      

  Cash generated from (used in)                                                                                                 
  operation before                                                                                                              

  Interest and income tax       (80,736)        (47,457)        (2,831)         982,944           1,384,682          (62,188)   
  received (paid)                                                                                                               

  Interest income received      5,893           2,411           4,703           294,296           114,880            48,117     

  Interest expense paid         (45,546)        (121)           (2,939)         (53,321)          (14,035)           -          
  excluding finance lease                                                                                                       
  contracts                                                                                                                     

  Income tax paid               (7,362)         (2,809)         (3,299)         (15,435)          (14,650)           (5,791)    

  Net cash provided by (used    (127,751)       (47,976)        (4,366)         1,208,484         1,470,877          (19,862)    
  in) operating activities                                                                                                      
  ---------------------------------------------------------------------------------------------------------------------------------

STATEMENTS OF CASH FLOWS (Cont’d)

FOR THE YEARS ENDED DECEMBER 31, 2010 2011 AND 2012

  ---------------------------------------------------------------------------------------------------------------------------------
                                                Company                                          Consolidated                    
                                                Only                                                                            
  ----------------------------- ----------- --- ---------- --- ----------- --- ------------- --- -------------- --- ----------- ---
                                2010            2011           2012            2010              2011               2012         

                                Baht ' 000      Baht ' 000     Baht ' 000      Baht ' 000        Baht ' 000         Baht ' 000   

  Cash flows from investing                                                                                                      
  activities                                                                                                                    

  Cash paid for short-term      -               (30,431)       (15,342)        -                 (30,431)           (128,550)    
  investment                                                                                                                    

  Cash paid for short-term      (10,500)        (27,500)       (169,000)       -                 -                  -            
  loans to related companies                                                                                                    

  Cash paid for short-term      -               -              -               -                 (30,000)           -            
  loans to other company                                                                                                        

  Cash paid for long-term loans -               (10,893)       (3,899)         -                 -                  -            
  to related companies                                                                                                          

  Cash paid fot long-term       -               -              -               -                 (86)               (30,000)     
  investment                                                                                                                    

  Cash paid for increase of     (6,600)         (15,893)       (2,000)         -                 -                  -            
  issuing share of subsidiaries                                                                                                 

  Cash paid for acquisition of  -               -              -               -                 -                  -            
  minority interest of a                                                                                                        
  subsidiary                                                                                                                    

  Cash paid for purchase of                                                                                                      
  building improvement,                                                                                                         

  equipment and intangible      (10,601)        (396)          (98)            (20,235)          (4,576)            (6,950)      
  assets                                                                                                                        

  Cash received from disposal   11,845          15,434         31,004          28,702            38,808             36,005       
  of short-term investment                                                                                                      

  Cash received from disposal   -               -              -               -                 -                  11,332       
  of long-term investment                                                                                                       

  Cash received from short-term -               -              -               -                 -                  6,000        
  loans to other companies                                                                                                      

  Cash received from short-term 10,300          6,541          161,100         -                 -                               
  loans to related companies                                                                                                    

  Cash received from long-term  9,545           27,862         -               -                 -                               
  loans to related companies                                                                                                    

  Cash received from long-term  -               -              13,277          -                 -                  13,277       
  loans to other companies                                                                                                      

  Proceeds from disposal of                                                                                                      
  building improvement                                                                                                          

  equipment and intangible      1,776           1,576.00       3,935           5,081             5,934              3,935        
  assets                                                                                                                        

  Cash received from issuance                                                                                                    
  of share capital                                                                                                              

  received from non-controlling -               -              -               -                 5,143              -            
  interests                                                                                                                     

  Dividend received from        429,649         9,259          9,804           -                 -                  -            
  investment in subsidiaries                                                                                                    

  Disposal of subsidiary, net   -               -              -               -                 (151,659)          -            
  of cash disposed                                                                                                              

  Net cash provided by (used    435,414         (24,441)       28,781          13,548            (166,867)          (94,951)     
  in) investing activities                                                                                                      

  Cash flows from financing                                                                                                      
  activities                                                                                                                    

  Cash paid for short-term      -                              (152,000)       -                 -                  -            
  loans to related companies                                                                                                    

  Cash received from long-term  -               -                              -                 -                  706          
  loan from financial                                                                                                           
  institutions                                                                                                                  

  Cash paid for long-term loans -               -              -               (1,049,739)       (1,611,419)        -            
  from financial institutions                                                                                                   

  Cash paid on long-term loans  -               -              -               (173,591)         (34,841)           -            
  from related companies                                                                                                        

  Cash received from short-term -               20,000         150,000         -                 -                  -            
  loan related companies                                                                                                        

  Cash received from long-term  -               -              -                                 221,572            -            
  loan related companies                                                                                                        

  Cash received from issuing    -               -              -                                 1,878              -            
  convertible loan                                                                                                              

  Dividend paid                 (437,500)       -              -               (437,500)         -                  -            

  Cash paid for liabilities     (6,798)         (7,798)        (6,767)         (8,016)           (7,798)            (8,177)      
  under financial lease                                                                                                         
  contracts                                                                                                                     

  Net cash provided by (used    (444,298)       12,202         (8,767)         (1,668,846)       (1,430,608)        (7,471)      
  in) financing activities                                                                                                      

  Net decrease in cash and cash (136,635)       (60,215)       15,648          (446,814)         (126,598)          (122,284)    
  equivalents                                                                                                                   

  Cash and cash equivalents at  245,098         106,839        47,114          1,438,982         990,545            864,437      
  beginning of the year                                                                                                         

  Exchange gain (loss) on cash  (1,624)         490            (1,685)         (1,623)           490                (2,137)      

  Cash and cash equivalents at  106,839         47,114         61,077          990,545           864,437            740,016      
  end of the year                                                                                                               

  Non-cash transactions                                                                                                          

  Purchase equipment under      20,454          1,166          -               20,454            1,166              3,710        
  financial lease contracts                                                                                                     

  Restructuring investment in   -               -              -               1,209,249         106,943            -            
  non-performing assets                                                                                                         

  Purchase investment in        -               -              -               -                 -                  -            
  subsidiary by borrowing from                                                                                                  
  related company                                                                                                               

  Foreclosed assets acquired by                                                                                                  
  auction and repossession for                                                                                                  
  debt settlement                                                                                                               

  - Investment in               -               -              -               152,150           3,221              -            
  non-performing assets                                                                                                         

  - Loans to non-performing     -               -              -               427,860           12,164             -            
  assets                                                                                                                        

  Reversal of dismantling cost  -               -              1,941           -                 -                  3,354        

  Reclassification of long-term -               -              -               -                 -                  674          
  investment to short-term                                                                                                      
  investment                                                                                                                    

  Reclassification of current   -               -              -               -                 -                  7,500        
  asset to non-current asset                                                                                                    

  Reclassification of current   -               -              -               -                 -                  7,500        
  liability to non-current                                                                                                      
  liability                                                                                                                     
  ---------------------------------------------------------------------------------------------------------------------------------

Ratio Analysis

  --------------------------------------------------------------------------------------------------------------------------------------
                                           Company                                              Consolidated                      
                                           Only                                                                                  
  --------------------- ---------- ------- --------- ------- --------- ------- -------- ------- -------------- ------- --------- -------
                        2010               2011              2012              2010             2011                   2012       

  Liquidity Ratio                                                                                                                

  Current Ratio         11.55      Times   1.81      Times   0.72      Times   1.47     Times   23.60          Times   29.70     Times

  Quick Ratio           7.04       Times   1.39      Times   0.61      Times   0.40     Times   21.79          Times   28.44     Times

  Cash Flows Liquidity  -2.07      Times   -0.97     Times   -0.04     Times   0.38     Times   1.10           Times   -0.53     Times
  Ratio                                                                                                                          

  Accounts Receivable   2,685.05   Times   4.82      Times   1.90      Times   19.19    Times   5.46           Times   3.60      Times
  Turnover                                                                                                                       

  Day Receivable        0          Days    75        Days    190       Days    19       Days    66             Days    100       Days

  Accounts Payable      n.a.       Times   n.a.      Times   n.a.      Times   23.85    Times   16.53          Times   n.a.      Times
  Turnover                                                                                                                       

  Repayment Period      n.a.       Days    n.a.      Days    n.a.      Days    15       Days    22             Days    n.a.      Days

  Cash Cycle            n.a.       Days    n.a.      Days    n.a.      Days    4        Days    44             Days    n.a.      Days

  Profitability Ratio                                                                                                            

  Gross Profit Margin   66.31      %       65.46     %       53.34     %       89.28    %       73.37          %       34.70     %

  Earnings Before       -40.11     %       -37.98    %       -217.14   %       5.66     %       1.51           %       -42.55    %
  Interest and Tax                                                                                                               
  Ratio                                                                                                                          

  Other Profit Margin   76.23      %       13.97     %       20.37     %       12.84    %       45.66          %       18.16     %

  Cash per Earnings     2.22       Times   0.96      Times   0.03      Times   11.16    Times   190.48         Times   0.24      Times
  Margin                                                                                                                         

  Net Profit Margin     53.94      %       -71.89    %       -245.70   %       10.11    %       41.91          %       -26.83    %

  Return on Equity      70.00      %       -31.13    %       -116.53   %       29.57    %       46.96          %       -6.26     %

  Efficiency Ratio                                                                                                                

  Return on Total       25.16      %       -9.35     %       -20.51    %       3.75     %       13.51          %       -5.89     %
  Assets                                                                                                                         

  Return on Fixed       790.48     %       -209.16   %       -581.30   %       372.14   %       687.32         %       -102.67   %
  Assets                                                                                                                         

  Assets Turnover       0.47       Times   0.13      Times   0.08      Times   0.37     Times   0.32           Times   0.22      Times

                                                                                                                                 

  Financial Policy                                                                                                                
  Ratio                                                                                                                          

  Debt per Equity Ratio 1.93       Times   2.88      Times   11.51     Times   6.36     Times   0.06           Times   0.06      Times

  Interest Coverage     5.98       Times   -3.03     Times   -4.60     Times   0.75     Times   26.97          Times   -14.91    Times
  Ratio                                                                                                                          

  Ability to pay cash   -0.28      Times   -1.76     Times   -0.73     Times   2.64     Times   315.50         Times   -0.54     Times
  basis                                                                                                                          

  Dividend pay out      134.24     %       0.00      %       0.00      %       197.40   %       0.00           %       0.00      %
  Ratio                                                                                                                          

  Growth Ratio                                                                                                                    

  Total Assets          -14.11     %       -3.12     %       -14.98    %       -33.72   %       -76.63         %       -6.69     %

  Total Liability       -9.61      %       9.25      %       5.39      %       -34.88   %       -98.35         %       -8.12     %

  Income from services  -6.99      %       -8.17     %       -45.93    %       -32.12   %       -35.61         %       -28.56    %

  Selling and           82.92      %       -10.75    %       41.40     %       157.93   %       -77.08         %       -59.63    %
  Administrative                                                                                                                 
  Expenses                                                                                                                       

  Net Profit (Loss)     772.27     %       -133.82   %       99.67     %       97.10    %       77.38          %       -115.96   %
  Ratio                                                                                                                          

  Data Per Share                                                                                                                  

  Book Value per share  3.27       Baht    2.39      Baht    0.63      Baht    5.13     Baht    8.28           Baht    7.73      Baht

  Earning (Loss) per    2.61       Baht    -0.88     Baht    -1.76     Baht    1.77     Baht    3.12           Baht    -0.55     Baht
  share                                                                                                                          

  Dividend per share    3.50       Baht    0.00      Baht    0.00      Baht    3.50     Baht    0.00           Baht    0.00      Baht
  --------------------------------------------------------------------------------------------------------------------------------------

11.2 Financial Status and Operating Results Analysis

11.2.1 Operation overview and significant changes during the past year

As of 2012, the Company and its subsidiaries placed emphasis on
operating projects on hand. This owes to increase in competition in
non-performing asset management business and more restrictions for
managing new NPL portfolios. Moreover, there are new established asset
management companies and fewer auctions of NPL portfolios being sold by
the financial institutions. During the year, the Company paid most of
its attention to financial advisory service, even though the revenue
generated in this sector is less than the revenue earned from
non-performing asset management. However, the Company did not overlook
the opportunity to operate in non-performing asset management. Regarding
the operating results, the Company and its subsidiaries had managed the
business in a cautious manner in the past year. Overall, the
non-performing asset management remains as a major source of revenue. As
at 2012, the consolidated and Company financial statement recognised
operational loss that the mainly reason from a decrease in revenue of
asset management activities.

The operating results in 2012 compared to 2011 as reflected in the
consolidated financial statements of the Company and its subsidiaries
reported total assets amounted to THB 1,028.53 million, a decrease of
approximately THB 73.73 million, total liabilities of THB 61.76 million,
a decrease of THB 5.45 million, and shareholders’ equity of the parent
of THB 970.61 million, a decrease of approximately THB 62.75 million.
Total revenue contributed to THB 233.88 million, a decrease of THB
704.11 million, while total expenses equivalent to THB 295.23 million, a
decrease of THB 234.02 million. The net loss attributable to
shareholders of the parent is THB 62.75 million, an increase of THB
393.13 million. The main reason of decrease in revenues, expenses,
profit, and shareholder equity is due to a decrease in revenue from
operation, particularly in asset management activities. The details of
business operation can be summarised as follows:

  11.2.2 Operating results for the past year can be summarised as
  follows:

-   Revenues

From the 2012 consolidated financial statements, the Company reported
the total revenue of THB 233.88 million, a decrease of THB 704.11
million or 75.06% from 2011. The sources of revenues are as follows:

Interest income received from NPL portfolios owned by ACAP AMC and STAR
AMC. The interest income from debtors under NPL portfolios would
normally be recorded as income on an accrual basis except in the case
where there is uncertainty as regards debt collection. In the case of
such uncertainty, the interest income would be recognised only upon
actual payments whether it is in the form of investment in debtors or
conversions to loans, as the case may be. The debt collection itself may
be performed by the Company as a result of the subsidiaries hiring the
Company to provide portfolio management services or may be performed by
the subsidiaries themselves. In 2012, this revenue was THB 22.48
million, a decrease of THB 59.56 million or 72.60% when compare to the
previous year. . The decrease was attributable to the fact that the
subsidiary sold all of its non-performing asset portfolio and the
Company sold investment in a subsidiary, namely STAR Asset Management
Limited in 2011. As a result, the Company faced a decline of revenue
mainly from NPL asset management business. Currently, the Company had no
new NPL management contract on its account, except the existing
contracts with STAR Asset Management Limited.

Income from providing services came from financial advisory and
investment banking services which incomes were recognised on a monthly
basis (Retainer Fee) or at the completion of a project (Success Fee);
general legal advisory services and call center services which incomes
were recognised as agreed in the relevant service agreements; and from
non-performing assets management services provided by the Company and
ACAP Malaysia, which were realised as follows:

-   Reimbursements for expenses spent in the operation (Base Fee). The
    Company may invoice the base fee to customers on a monthly basis.

-   Cash Collection Fee or the commission percentage based on the cash
    collected from the debtors and/or from the sale of collaterals which
    is payable on a quarterly basis. The Company would book the revenue
    as accrued income at the end of each quarter and would reverse the
    entry when invoice is issued.

-   Income from legal advisory services performed by the subsidiary in
    providing legal advisory services related to the asset management
    business.

In 2012, the Company’s revenue from providing services amounted to THB
168.92 million, a decrease of THB 16.95 million or9.12% from 2011. The
majority of this revenue came from managing NPL portfolios which
amounted to THB 98.65 million and service fee from call center service
of THB 60.86 million. The interest income from non-performing asset
management is THB 22.48 million, a decrease of THB 59.56 million due to
the disposition of NPL portfolios and sell investment in a subsidiary in
2011.

Other income in the previous year was THB 42.47 million, derived from
gain from sale of short-term investment and interest on savings. A
significant decrease of THB 385.81 million in 2011 due to the Company
gained from sale of subsidiary, namely STAR Asset Management Limited,
amounting to THB 315.62 million. Apart from that, revenue was declined
from the disposition of NPL portfolios of THB 24.99 million.

  Cost of Service and Administrative Expenses

In 2012, the cost of service was amounted to THB 124.98 million, mainly
from personnel expenses in NPL asset management division of THB 111.62
million. Such expenses have been decreased THB 10.76 million or 7.93%
when compare to the previous year.

In 2012, the administrative expenses were attributed to THB 147.85
million, a decrease of THB 218.39 million or 59.63% from the previous
year, mainly from personnel expenses of THB 54.42 million, rental
expenses of THB 26.93 million, and impairment loss from investment of
THB 15.59 million. While, the management remunerations has been
gradually decreased to THB 22.40 million from the preceding year.

The significant reduction of cost of services and administrative
expenses is due to the disposition of NPL portfolios and sold investment
of a subsidiary in 2011. Indeed, the financial costs (interest expense)
is amounted to THB 4.32 million, a decrease of THB 9.91 million in 2011
for the same reason as mentioned before.

Net Profit (loss)

The net profits (loss) of the Company and its subsidiaries for 2011 and
2012 were as follows:

  ----------------- ----------- ---------------- ----------- ---------------
                    2011                         2012        

                    THB         % compared to    THB         % compared to
                    (million)   total revenues   (million)   total revenues

  Gross Profit      132.16      14.09            66.42       28.40

  EBITDA            408.74      43.58            (61.35)     (26.23)

  Net Profit        393.13      41.91            (62.75)     (26.83)
  attributable to                                            
  shareholders of                                            
  the parent                                                 
  ----------------- ----------- ---------------- ----------- ---------------

In 2012, the Company and its subsidiaries reported gross profit of THB
66.42 million, a decrease of THB 65.74 million, while earning before
interest, tax, depreciation, and amortization (EBITDA) is amounted to
THB 61.36 million, a loss increased of THB 470.10 million. Total
comprehensive income (loss) attributable to shareholders of the parent
was THB 62.75 million, a loss increased of THB 455.88 million when
compare to year 2011. The Company and its subsidiaries recognised net
loss due to significant decrease in revenue in asset management
activities that the mainly reason from a subsidiary to sell its
non-performing asset portfolio and the company sold investment in a
subsidiary in 2011. Despite realizing a decrease in cost of services and
administrative expenses, the expenses is proportionally less than a
decrease in revenue, resulted in a loss of THB 62.75 million during the
year and earnings (loss) per share decreased from THB 3.12 to THB -0.55.
The return on equity was -6.26% whereas the return on assets was -5.89%.

11.2.3 Financial Status of the Company and its Subsidiaries

-   Assets, liabilities and shareholders’ equity

Assets

As of yearend 2012, the Company has total assets amounted to THB
1,028.53 million referring to statements of financial position and as
the Company and its subsidiaries are in the business of providing
financing advisory services, managing non-performing assets and
providing loans, the majority of assets comprised cash and cash
equivalents of THB 740.02 million, short-term investments (open-end
fund) of THB 112.21 million. Other than that is building improvement and
equipments, account and note receivables, and long-term investments.

Cash and cash equivalents recognised decreased of THB 124.42 million
when compare to last year, due to the Company and its subsidiaries have
net cash used in operating activities amounted to THB 19.86 million and
net cash used in investment activities amounted to THB 94.95 million
whereas net cash used in financing activities amounted to THB
7.47million. Additionally, loss from exchange rate was THB 2.14 million.

Building improvement and equipments is amounted to THB 45.73 million, a
decrease of THB 2.14 million. Most of the assets are office equipments,
furniture and decorations, computers, vehicles, and building
improvement. Such decrease was due to the depreciation of each asset.

Accounts and note receivables recognised decreased of THB 32.98 million,
a decrease of THB 40.35 million, due to increase in debt collection.
Undue debt decreased from THB 87.78 million to 48.74 million.
Nevertheless, the Company and its subsidiaries had reserves for the
allowance for doubtful accounts of THB 15.76 million, as per the table
below:

+--------------------------+----------+----------+----------+----------+
|                          | Cons     |          | Company  |          |
|                          | olidated |          | Only     |          |
|                          |          |          |          |          |
|                          |          |          |          |          |
|                          |          |          |          |          |
+--------------------------+----------+----------+----------+----------+
|                          | 2011     | 2012     | 2011     | 2012     |
+--------------------------+----------+----------+----------+----------+
|                          | THB      | THB      | THB      | THB      |
|                          | (t       | (t       | (t       | (t       |
|                          | housand) | housand) | housand) | housand) |
+--------------------------+----------+----------+----------+----------+
| Accounts receivable      |          |          |          |          |
+--------------------------+----------+----------+----------+----------+
| Accrued income           | 7,391    | 4,914    | 6,668    | 4,733    |
+--------------------------+----------+----------+----------+----------+
| Undue and up to 30 days  | 56,159   | 27,175   | 48,107   | 15,683   |
+--------------------------+----------+----------+----------+----------+
| Overdue 30 days but not  | 760      | 464      | -        | -        |
| over 180 days            |          |          |          |          |
+--------------------------+----------+----------+----------+----------+
| Overdue 180 days but not | 509      | -        | -        | -        |
| over 1 year              |          |          |          |          |
+--------------------------+----------+----------+----------+----------+
| Overdue more than 1 year | 22,959   | 16,184   | 11,646   | 11,646   |
+--------------------------+----------+----------+----------+----------+
| Total                    | 87,778   | 48,737   | 66,421   | 32,062   |
+--------------------------+----------+----------+----------+----------+
| Less: Allowance for      | (14,446) | (15,756) | (11,646) | (11,646) |
| doubtful accounts        |          |          |          |          |
+--------------------------+----------+----------+----------+----------+
| Accounts and notes       | 73,332   | 32,981   | 54,775   | 20,416   |
| receivable - net         |          |          |          |          |
+--------------------------+----------+----------+----------+----------+

Liabilities

In 2012, the Company and its subsidiaries had liabilities of THB 61.76
million, a slightly different from last year of THB 67.21 million,
mainly from other current liabilities of THB 26.28 million such as other
accrued expenses of THB 13.55 million and deposits of THB 7.50 million,
including derived from non-current liabilities such as obligation under
long term lease contracts of THB 10.97 million and employee benefits
obligations of THB 9.83 million.

Shareholders’ equity

Shareholders’ equity of the parent as recorded in the consolidated
financial statements was THB 970.61 million, a decrease of THB 62.75
million or 6.07% compared to the previous year, mainly from the Company
recognised a decreased in revenue from last year. In 2012, the debt to
equity ratio of the Company and its subsidiaries was 0.06 times.

-   Liquidity

The Company and its subsidiaries recognised an increased in liquidity
ratio from 23.60 times to 29.70 times, reflected high liquidity shown in
cash and cash equivalents of THB 740.02 million. The Company and its
subsidiaries are service providers that have highly qualified and
experiences staffs, unlike other types of business which requires
capital for purchasing raw materials or construction. Therefore, the
Company and its subsidiaries were in good position in term of cash and
liquidity.

-   The Auditor’s remuneration

In 2011-2012, PricewaterhouseCoopers ABS Co., Ltd. was the external
auditor for the Company and its seven subsidiaries (excluding subsidiary
company, namely ACAP (Malaysia) Sdn. Bhd. and Aurum Capital Advisory
Pte. Ltd.). The auditors and the audit company have no relationship with
the Company and the subsidiaries. The following table shows the auditing
expenses for the years 2011 and 2012.

+-----------------+------+--------+--------+------+--------+---------+
|   Expense Types | 2011 |        |        | 2012 |        |         |
+=================+======+========+========+======+========+=========+
|                 |      |        |        |      |        |   Total |
|                 |  The | Subsid |  Total |  The | Subsid |         |
|                 |      | iaries |   C    |      | iaries | Company |
|                 |  Com |        | ompany |  Com |        |   and   |
|                 | pany |   (7)  |   and  | pany |   (7)  |   Subsi |
|                 |      |        |        |      |        | diaries |
|                 |      |        | Subsid |      |        |         |
|                 |      |        | iaries |      |        |         |
+-----------------+------+--------+--------+------+--------+---------+
|   Audit fees    |      |        |        |      |        |         |
|   (THB)         |      |        |        |      |        |         |
+-----------------+------+--------+--------+------+--------+---------+
|   Statutory     | 610  | 9      | 1,5    | 525  | 8      | 1,      |
|   Financial     | ,000 | 40,000 | 50,000 | ,000 | 79,000 | 404,000 |
|   Statements    |      |        |        |      |        |         |
+-----------------+------+--------+--------+------+--------+---------+
|   Review of     | 270  | 1      | 4      | 225  | 1      | 354,000 |
|   interim       | ,000 | 35,000 | 05,000 | ,000 | 29,000 |         |
|   financial     |      |        |        |      |        |         |
|   statement (3  |      |        |        |      |        |         |
|   quarters)     |      |        |        |      |        |         |
+-----------------+------+--------+--------+------+--------+---------+
|   Total audit   | 880  | 1,0    | 1,9    | 750  | 1,0    | 1,      |
|   fees          | ,000 | 75,000 | 55,000 | ,000 | 08,000 | 758,000 |
+-----------------+------+--------+--------+------+--------+---------+
|   Other         |      |        |        |      |        |         |
|   expenses      |      |        |        |      |        |         |
|   (THB)         |      |        |        |      |        |         |
+-----------------+------+--------+--------+------+--------+---------+
|   Verification  | 10   | 60,000 | 70,000 | 10   | 50,000 | 60,000  |
|   of            | ,000 |        |        | ,000 |        |         |
|                 |      |        |        |      |        |         |
| Por.Ngor.Dor.50 |      |        |        |      |        |         |
+-----------------+------+--------+--------+------+--------+---------+
|   Total audit   | 890  | 1,1    | 2,0    | 760  | 1,0    | 1,      |
|   expenses      | ,000 | 35,000 | 25,000 | ,000 | 58,000 | 818,000 |
+-----------------+------+--------+--------+------+--------+---------+

-   Main factors that may affect business operations or financial status
    in the future

Economic Growth

The core revenue of financial advisory service is derived from NPL asset
management. If the clients have good living standard, stable profession,
and constant income will result in the ability to make loan repayment.
Thus, facilitates the Company in term of debt collection and
successfully achieve in goals. In the recent year, there was a good sign
of economic recovery, but need to be watched closely of any factor that
may impact to the economic growth. For instance, the economic recovery
in the USA and Europe may be slowly, but steady, and is Thailand’s major
export market. Moreover, the export sector may negatively affect by the
appreciating of Thai Baht. However, the government has placed its
attention to investment in infrastructure which will boost and help
drive economic growth. This is to bring quick recovery to both public
and industrial sectors, resulting in good sign for Thailand’s business
including to expand the customer base in the area of financial advisory
service regarding the investment or sources of fund.

Investor Confidence

Financial advisory services have direct relation with sources of fund
since the clients’ objective is for the Company to provide advisory
service relating to debt restructuring and sources of fund. The
investment fund are essential for business development, thus, the
negotiation with both domestic and foreign investors is one of the major
parts to facilitate the continuity of business operation.

Likewise, large amount of fund is needed for the NPL portfolio auction
by the Company’s subsidiary in which the Company generally gained
support from foreign financial institutions. Therefore, if both domestic
and foreign investors have confidence in the Company including reliance
to make an investment in Thailand will maintain the Company’s business
for further development. This as well takes account of the political
steadiness and the Government’s supportive policy to smooth the progress
of investment.

Intensity of Competition in the Industry

At present, several financial institutions have expanded its financial
advisory service and investment banking including NPL asset management
by set up their own subsidiaries. The objective is to separately operate
its own works. It is expected that new financial advisory service will
be increased and leading to intense competition. However, the clients’
confidence is the fundamental in selection of service provider. The
client will select based on work experience and capability of the
executives in the Company. The Company’s executives has been working in
this particular area for years and within this business scope of work
enable the Company to provide service both during economic growth and
economic recession. The Company is certain that there are sufficient
works to support rising numbers of new service providers in coming
future.