5. Assets Used for Business Operations

5.1 The Company’s Major Assets for Business Operations

Major assets for business operations include land, land with buildings
and buildings for sale and for rent in various projects. Details are as
follows:

5.1.1 Details of existing project operations as at 31 March 2010

  Location and appraisal value appraised by Brooke Real Estate Co., Ltd.

  5.1.1.1 Projects for sale

[TABLE]

  5.1.1.2 Projects for rent

[TABLE]

* Land in which The Royal Place 1&2 and The Grand are located is under
long term lease contract with the Office of the Privy Purse. The leases
will expire on 30 June 2027 for The Royal Place 1 and on 30 November
2027 for The Royal Place 2 and The Grand.

  5.1.1.3 Hotel Business Operations

[TABLE]

* No appraisal has been undertaken

** The land and building is under long term lease contract, which will
expire on 31 January 2028.

  5.1.1.4 Golf Course

[TABLE]

5.1.2 Details of land awaiting development as at 31 March 2010

Location and appraisal value appraised by Brooke Real Estate Co., Ltd.

[TABLE]

5.2 The Company’s Major Assets used in the Business Operations Awaiting
Transfer under the Rehabilitation Plan

         Major Assets used in the business operation awaiting transfer
under the Rehabilitation Plan, include land, land with buildings and
buildings.

Location and appraisal value appraised by Pasupat Realty Co., Ltd.

[TABLE]

-   TST Tower and Yongsu Apartment are a part of the security assets
    under the business rehabilitation plan. The Central Bankruptcy Court
    ordered the auction sale of these assets and the sales proceeds to
    be shared among creditors pro rata to their debt proportion. The
    Company arranged the auction sale and already had a winner of the
    auction sale on 14 May 2009. Currently, the Company and the winner
    of the auction are in the process of acting in accordance with the
    terms and conditions stipulated in the agreements. However, two
    creditors have submitted a petition to the Central Bankruptcy Court
    for cancellation of the auctions. Nevertheless, the Central
    Bankruptcy Court dismissed the petition on 9 June 2010. At present,
    it is still in the period in which the creditors can appeal the
    court order.

5.3 Investment and Management Policies in Subsidiaries and Associates

The Company has the following investment and management policies in
subsidiaries and associates.

5.3.1 Investment Policies in Subsidiaries and Associates

  5.3.1.1 Investment Policies in Subsidiaries

The Company has a policy to invest in businesses that complement and
support its core businesses and to utilize the subsidiaries as the
decision maker for the marketing and to ensure clarity of each business
segment. Furthermore, this policy will increase the efficiency of
business operations and flexibility in growing each business segment,
especially investment in businesses that benefit other businesses in the
Group.

  5.3.1.2 Investment Policies in Associates

The Company has a policy to co-invest with companies that have
specialized expertise in order to strengthen the Company’s core
businesses, with the Company holding not less than a 25% shareholding in
the associates.

5.3.2 Management Policies in Subsidiaries and Associates

  5.3.2.1 Management Policies in Subsidiaries

The Company shall define the subsidiaries’ business operational
guidelines based on enhancing the efficiency and the business operations
of the Group. This is to align the business objectives and allow the
subsidiaries to carry out operational aspects by themselves.

  5.3.2.2 Management Policies in Associates

The Company shall appoint representatives to be the Directors in the
associates in order to monitor and ensure that the associates carry out
operations in accordance with the Company’s guidelines.

5.4 BTSC’s Assets Used For Business Operations

5.4.1 BTSC’s Main Fixed Assets

Under the Concession Agreement, the Civil Works (including the
infrastructure works, such as columns, viaducts, train parking,
maintenance stations and other constructions comprising the BTS Skytrain
System and constructed pursuant to the Concession Agreement ), were
constructed by BTSC on a Build, Transfer and Operate (“BTO”) basis,
which means that BTSC was responsible for the design and construction of
such Civil Works and that the ownership of such Civil Works became the
property of BMA upon the completion of construction, provided that the
Company has the exclusive right to possession and utilization of such
property. The Company transferred the Civil Works to BMA on 29 November
1999.

Regarding the ownership of the Electrical and Mechanical Works
(including trains (rolling stock), rails, generators, computer
controlling systems, resignaling systems, fare collection systems and
communications systems) for the BTS SkyTrain System, these were
constructed on a Build, Operate and Transfer (“BOT”) basis, which means
that BTSC remains responsible for the design, construction and operation
of such Electrical and Mechanical Works and that the ownership of the
Electrical and Mechanical Works will be transferred to BMA upon the
expiration of the Concession Agreement. BMA may ask for the ownership of
office equipment, being movable property, to be transferred to BMA by
notifying BTSC at least 1 year prior to the expiration of the
concession.

According to its separate financial statements, BTSC had main fixed
assets for business operations of an aggregate net book value (less
accumulated depreciation) of approximately Baht 43,304.1 million as of
31 March 2009 and approximately Baht 43,443.0 million as of 31 March
2010 as shown in the table below.

+---------------------+----------+----------+------------+-----------+
| List of Fixed       | Chara    | Encu     | Value      |           |
| Assets              | cterized | mbrances | (Million   |           |
|                     | O        |          | Baht)      |           |
|                     | wnership |          |            |           |
+=====================+==========+==========+============+===========+
|                     |          |          | As of      | As of     |
|                     |          |          | 31 March   | 31 March  |
|                     |          |          | 2009       | 2010      |
+---------------------+----------+----------+------------+-----------+
| Rights to use of    | Conces   | None     | 20,210.99  | 20,545.99 |
| civil works         | sionaire |          |            |           |
| transferred to      |          |          |            |           |
| authorities         |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| Electrical and      |          |          |            |           |
| Mechanical Works:   |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| -   Rolling stock   | Owner    | None     | 8,855.37   | 8,855.37  |
+---------------------+----------+----------+------------+-----------+
| -   Other Equipment | Owner    | None     | 15,125.45  | 15,125.45 |
+---------------------+----------+----------+------------+-----------+
| Other Project costs | Owner    | None     | 5,453.53   | 5,453.53  |
+---------------------+----------+----------+------------+-----------+
| Spare parts         | Owner    | None     | 132.43     | 132.43    |
| awaiting transfer   |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| Total               |          |          | 49,777.77  | 50,112.77 |
+---------------------+----------+----------+------------+-----------+
| Less: Accumulated   |          |          | (6,510.47) | (         |
| amortization of     |          |          |            | 7,447.26) |
| project costs       |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| Less: Allowance for |          |          | (1,146.98) | (         |
| diminution in value |          |          |            | 1,146.98) |
| of project costs    |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| Project costs - net |          |          | 42,120.32  | 41,518.52 |
+---------------------+----------+----------+------------+-----------+
| Cost of civil works | Owner    | None     | 705.25     | 705.25    |
| awaiting transfer   |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| Less: Allowance for |          |          | (705.25)   | (705.25)  |
| diminution in value |          |          |            |           |
| of civil works      |          |          |            |           |
| awaiting transfer   |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| Cost of civil works |          |          | 0.00       | 0.00      |
| awaiting transfer – |          |          |            |           |
| net                 |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| Work under          | Owner    | None     | 1183.78    | 1,924.50  |
| construction        |          |          |            |           |
+---------------------+----------+----------+------------+-----------+
| Total Project       |          |          | 43,304.10  | 43,443.02 |
| costs - net         |          |          |            |           |
+---------------------+----------+----------+------------+-----------+

5.4.2 Land

  BTSC and its subsidiaries own 5 plots of land with details as follows:

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5.4.3 Intangible Assets

BTSC’s major intangible asset is the Concession Agreement which BTSC
entered into with BMA on 9 April 1992. The Concession Agreement was
supplemented twice. The first supplement was on 25 January 1995 to
extend the BTS SkyTrain routes and the second supplement was on 28 June
1995 to make changes to certain service areas.

Under the Concession Agreement, BTSC has an exclusive right to operate
and collect fares from BTS SkyTrain’s passengers as well as revenues
from advertising, merchandizing space, revenues from related business in
BTS stations and other commercial transactions for a period of 30 years
from the first date of commercial operations (5 December 1999).

According to the Concession Agreement, BTSC was required to transfer the
ownership of the Civil Works to BMA upon completion of construction and
is required to transfer ownership of the Electrical and Mechanical Works
to BMA upon the expiration of the Concession Agreement. Moreover, the
Company remains obligated to provide an adequate number of spare parts
to enable the BTS SkyTrain to operate for 2 years after the expiration
of the Concession Agreement term.

The Concession Agreement determines the maximum fare which BTSC can
charge. Such maximum fare rate will be adjusted based on various factors
such as Bangkok CPI. In addition, the Concession Agreement also
determines the method for adjustment of fares, including the frequency
of such adjustments.

5.4.4 Investment Policies in Subsidiaries and Associates

BTSC’s investment and management policies in the subsidiaries and other
companies in the future will be in line with the policies defined by the
Company according to section 5.3.