Common use of Report of the Auditor Clause in Contracts

Report of the Auditor. To The Shareholders and Board of Directors of Malee Sampran Public Company Limited and Its Subsidiaries I have reviewed the accompanying consolidated balance sheet of Malee Sampran Public Company Limited and its subsidiaries as at March 31, 2009, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three-month periods ended March 31, 2009 and 2008 and the separate balance sheet of Malee Sampran Public Company Limited as at March 31, 2009, and the related separate statement of income, changes in shareholders’ equity, and cash flows for the three-month periods ended March 31, 2009 and 2008. These financial statements are the responsibility of the management of the Company and its subsidiaries as to their correctness and completeness of the presentation. My responsibility is to issue a report on these financial statements based on my reviews. I conducted my reviews in accordance with generally accepted auditing standards applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. I have not performed an audit and, accordingly, I do not express an audit opinion. Based on my reviews, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. I have previously audited, in accordance with generally accepted auditing standards, the consolidated financial statements for the year ended December 31, 2008 of Malee Sampran Public Company Limited and its subsidiaries and the separate financial statements for the year ended December 31, 2008 of Malee Sampran Public Company Limited and in my report dated February 11, 2009, expressed an unqualified opinion on those financial statements but drawn attention issues regarding the going concern. The consolidated balance sheet and balance sheet as at December 31, 2008 presented herewith for comparative purposes only, were a part of the audited financial statements. I do not perform any audit procedure since that date. ****/2 Without changing in my unqualified opinion, I draw your attention to Note 1.4 to the financial statements as revealed in the financial statement, as at March 31, 2009 and December 31, 2008, the Company and its subsidiaries suffered recurring losses from operation of Baht (1,464.44) million and Baht (1,469.57) million (having net capital deficiency of Baht (237.75) million and Baht (242.88) million) respectively, and current liabilities approximately Baht 1,089.45 million and Baht 1,156.28 million respectively, in excess of current assets. Although these conditions raise substantial doubt about the ability of the Company and its subsidiaries to continue as a going concern. However, the Company and its subsidiaries have long time positive cash flow from operation that have been prevailing as presented in the consolidated statement of cash flow in quarterly 1, 2009 at Baht 50.89 million. The managements are considering the restructuring of their business structure and operations and finances and marketing and selling strategies, therefore, they believe that these problems will be able to resolve in near future. For this reason, the financial statements have been prepared on a going concern basis and hence do not include any of the adjustments that might result should the Company and its subsidiaries be unable to continue as a going concern. And I draw attention to the note to financial statement No. 1.5, the Company has been notified by the SET subject to the delisting of the company security however, the Company has informed to the SET a rehabilitation plan to remedy the cause of delisting of security and believe that it is the best benefit to the Company and its shareholders. The plan will be proceeded within December 2009. The SET has considered the plan. Consequently, the SET will maintain the SP (Suspension) sing on the Company’s securities to prohibit the trading from May 11, 2009 until financial status and operations are solved. Currently, the Company is in the process of proceeding the decision model as accepted by the SET and preparing the rehabilitation plan to remedy the cause of delisting security to the SET. (Xxxx Xxxxxxx Wongsri-Udomporn) Certified Public Accountant Registration No. 4996 Dharmniti Auditing Company Limited Bangkok, Thailand May 11, 2009 2009/656/8866 ASSETS In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 CURRENT ASSETS Cash and cash equivalents 4 11,566 8,814 4,552 1,002 Trade accounts and notes receivable Subsidiaries 5 - - 435,158 457,870 Related parties 5 45,878 55,603 1,089 1,089 Unrelated parties 378,154 409,237 135,756 111,922 Less : Allowance for doubtful accounts (17,514) (17,358) (1,434) (1,255) Trade accounts and notes receivable, net 6 406,518 447,482 570,569 569,626 Inventories, net 7 477,732 497,518 392,809 390,919 Other current assets Export incentive receivable 3,224 3,090 3,224 3,090 Other accounts receivable 5 48,409 21,220 35,819 21,169 Input tax refundable 6,158 3,130 - - Advances payment 6,101 9,149 5,947 9,578 Deposit and bid guarantee 546 774 473 671 Others 17,426 15,781 15,977 13,706 TOTAL CURRENT ASSETS 977,680 1,006,958 1,029,370 1,009,761 NON-CURRENT ASSETS Restricted bank deposits 8 37,715 88,189 36,409 88,189 Investments accounted for under the cost method 9 - - 145, 00 145, 00 Land not used in operation, net 10 115,760 115,760 90,828 115,760 Property, plant and equipment, net 11 720,126 748,505 594,652 733,151 Other non-current assets Deposits 15,558 13,032 9,743 9,497 Others 2,166 1,108 2,166 1,108 TOTAL NON-CURRENT ASSETS 891,325 966,594 878,798 1,092,705 TOTAL ASSETS 1,869,005 1,973,552 1,908,168 2,102,466 Notes to interim financial statements form an integral part of these statements. In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions 12 419,526 479,829 379,296 479,829 Trade accounts payable and note payable Subsidiary 5 - - 7 60 Related party 5 6,958 2,201 6,958 2,201 Unrelated parties 972,092 970,417 954,239 944,258 Trade account payable and accrued interest 22.4.2 280,554 276,929 280,554 276,929 Account payable and loans from subsidiary 13 - - 39,023 - Factoring payable 132,650 145,782 24,814 19,700 Current portion of hire-purchase creditors 14 33,613 19,400 33,613 19,400 Current portion of liability from guarantee 22.4.1 2,450 2,542 2,450 2,542 Current portion of long-term loans Other current liabilities Accrued expenses and accrued interest and other account payable 15 41,986 160,829 50,486 191,190 41,986 65,872 50,486 222,422 Advances received from customers 13,477 14,839 13,477 14,839 Forward exchange contracts payable - 6,734 - 6,734 Others 2,994 2,891 12 112 TOTAL CURRENT LIABILITIES 2,067,129 2,163,240 1,842,301 2,039,512 NON-CURRENT LIABILITIES Hire-purchase creditors, net of current portion 14 24,370 29,895 24,370 29,895 Liability from guarantee, net of current portion 22.4.1 7,743 8,284 7,743 8,284 Long-term loans, net of current portion 15 7,513 15,013 7,513 15,013 Provisions for loss on defaulting on amount due from subsidiaries 24 - - 242,188 239,717 TOTAL NON-CURRENT LIABILITIES 39,626 53,192 281,814 292,909 TOTAL LIABILITIES 2,106,755 2,216,432 2,124,115 2,332,421 Notes to interim financial statements form an integral part of these statements. In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 SHAREHOLDERS' EQUITY Share capital Registered 99,999,000 ordinary shares of Baht 10.00 each 999,990 999,990 999,990 999,990 Issued and fully paid 70,000,000 ordinary shares of Baht 10.00 each 700,000 700,000 700,000 700,000 Paid-in capital Share premium 347,500 347,500 347,500 347,500 Revaluation surplus 171,009 171,009 169,473 171,009 Retained earnings Appropriated - statutory reserve 16 8,180 8,180 8,180 8,180 Deficit (1,464,439) (1,469,569) (1,441,100) (1,456,644) TOTAL SHAREHOLDERS' EQUITY (Deficiency) (237,750) (242,880) (215,947) (229,955) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,869,005 1,973,552 1,908,168 2,102,466 Notes to interim financial statements form an integral part of these statements. "UNAUDITED" "REVIEWED" MALEE SAMPRAN PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 In Thousand Baht Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008 REVENUES Sales 784,970 939,812 671,265 828,259 Other income 9,608 16,846 18,380 15,103 TOTAL REVENUES 794,578 956,658 689,645 843,362 EXPENSES Cost of sales 609,942 770,452 598,289 765,416 Selling expenses 104,776 101,614 16,161 18,576 Administrative expenses Liability arising from estimated loss on defaulting on 53,567 60,181 40,685 46,745 amount due from to subsidiaries (reversal) 24 - - 2,470 (5,112) Directors and management benefit expenses 6,603 5,811 4,257 4,554 TOTAL EXPENSES 774,888 938,058 661,862 830,179 PROFIT (LOSS) BEFORE FINANCE COST 19,690 18,600 27,783 13,183 FINANCE COST (14,560) (13,922) (12,239) (11,499) NET PROFIT (LOSS) 5,130 4,678 15,544 1,684 ATTRIBUTION PROFIT (LOSS) Equity holders of parent company Minority interest 5,130 - 4,678 - 15,544 - 1,684 - 5,130 4,678 15,544 1,684 BASIC EARNINGS PER SHARE Net profit (loss) 19 Equity holders of parent company 0.07 0.06 0.22 0.02 Minority interest - - - - 0.07 0.06 0.22 0.02 Notes to interim financial statements form an integral part of these statements. Consolidated financial statements (In Thousand Baht) Equity holders of parent company Minority Interest Total Issued and paid-up Share premium Revaluation Unrealized gain Retained earnings share capital surplus on cash flow Appropriated Deficit Total Note Ordinary shares hedging instrument Balance as at 1 January 2009 700,000 347,500 171,009 - 8,180 (1,469,569) (242,880) - (242,880) Net profit (loss) for the periods - - - - - 5,130 5,130 - 5,130 Balance as at 31 March 2009 700,000 347,500 171,009 - 8,180 (1,464,439) (237,750) - (237,750) Balance as at 1 January 2008 700,000 347,500 171,009 8,180 (1,174,915) 51,774 - 51,774 Net profit (loss) for the periods - - - - - 4,678 4,678 - 4,678 Unrealized gain on cash flow hedging instrument - - - 9,792 - - 9,792 - 9,792 Balance as at 31 March 2008 700,000 347,500 171,009 9,792 8,180 (1,170,237) 66,244 - 66,244 Notes to interim financial statements form an integral part of these statements. Separate financial statements (In Thousand Baht) Equity holders of parent company Minority Intereat Total Issued and paid-up Share premium Revaluation Unrealized gain Retained earnings share capital surplus on cash flow Appropriated Deficit Total Note Ordinary shares hedging instrument Balance as at 1 January 2009 700,000 347,500 171,009 - 8,180 (1,456,644) (229,955) - (229,955) Net profit (loss) for the periods - - - - - 15,544 15,544 - 15,544 Reveluation surplus (reversal) - - (1,536) - - - (1,536) - (1,536) Balance as at 31 March 2009 700,000 347,500 169,473 - 8,180 (1,441,100) (215,947) - (215,947) Balance as at 1 January 2008 700,000 347,500 171,009 - 8,180 (1,163,937) 62,752 - 62,752 Net profit (loss) for the periods - - - - - 1,684 1,684 - 1,684 Unrealized gain on cash flow hedging instrument - - - 9,792 - - 9,792 - 9,792 Balance as at 31 March 2008 700,000 347,500 171,009 9,792 8,180 (1,162,253) 74,228 - 74,228 Notes to interim financial statements form an integral part of these statements. STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 In Thousand Baht Consolidated financial statements Separate financial statements Note 0000 0000 0000 0000 Cash flows from (used in) operating activities Net profit (loss) 5,130 4,678 15,544 1,684 Adjustments to reconcile net profit (loss) to net cash provided by (paid from) operating activities :- Provisions for loss on defaulting on amount due from to subsidiaries (reversal) - - 2,470 (5,112) Allowance for doubtful accounts 156 - 179 - Provision for obsolete inventories (reversal) (1,587) 646 (712) 1,538 Loss on obsolete inventories 4,425 4,524 395 1,017 Depreciation 27,409 34,254 25,510 32,215 Allowance for impairment loss (1,169) - (1,169) - Write-off property, plant and equipment - 11 - 11 Amortisation 000 000 000 965 Gain on sales of property, plant and equipment (1,714) 700 (11,673) 831 Unrealised loss on exchange 219 (1,835) 219 (1,835) Interest income (232) (282) (232) (282) Interest expenses 14,561 13,922 12,239 11,499 Net profit (loss) from operating activities before changes in operating assets and liabilities 47,536 57,583 43,108 42,531 Operating assets (increase) decrease Trade accounts and notes receivable 40,975 37,914 (955) 20,400 Inventories 16,948 12,171 (1,573) 8,378 Other current assets (28,239) 12,887 (12,687) 13,074 Other assets (3,832) (729) (1,552) 1,369 Operating liabilities increase (decrease) Trade accounts payable 6,381 (8,584) 14,634 (10,977) Trade account payable and accrued interest 3,625 (11,349) 3,625 (11,349) Other current liabilities (32,429) (17,673) (13,760) 6,617 Cash flows from operating activities 50,965 82,220 30,840 70,043 Income tax (68) (60) (58) (47) Net cash flows from operating activities 50,897 82,160 30,782 69,996 Notes to interim financial statements form an integral part of these statements. STATEMENTS OF CASH FLOWS (CONT.) FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 Note 0000 0000 0000 0000 Cash flows from (used in) investing activities Decrease (increase) in restricted bank deposits 50,474 (4,183) 51,780 (4,183) Acquisition of machinery and equipment (2,526) (8,929) (2,210) (8,565) Proceeds from sales of machinery and equipment 5,876 1,393 5,866 954 Interest income received 232 282 232 282 Net cash flows used in investing activities 54,056 (11,437) 55,668 (11,512) Cash flows from (used in) financing activities Decrease in bank overdrafts, short-term loans from financial institutions (60,303) (20,696) (100,533) (20,696) Increase (decrease) in factoring payable (13,132) (12,395) 5,114 (2,724) Cash receipt to account payable and loans from subsidiary - - 39,023 - Cash paid to hire-purchase creditors - (4,277) - (4,277) Cash paid to liabilities under finance lease agreement - (269) - (269) Cash paid to liability from guarantee (633) (636) (633) (636) Cash paid to long-term loans (16,000) (19,000) (16,000) (19,000) Cash paid to interest expenses (12,133) (13,895) (9,871) (11,531) Net cash flows used in financing activities (102,201) (71,168) (82,900) (59,133) Net increase (decrease) in cash and cash equivalents 2,752 (445) 3,550 (649) Cash and cash equivalents at beginning of period 8,814 13,710 1,002 2,148 Cash and cash equivalents at end of period 11,566 13,265 4,552 1,499 Supplemental cash flows information :- Cash and cash equivalents consist of cash on hand and deposits at financial institutions and money market securities. Cash and cash equivalents in the cash flow statements are concluded from the accounts on balance sheet as follow : Cash on hand and deposits at financial institutions 11,566 13,265 4,552 1,499 Short-term securities - - - - Cash and cash equivalents according to the previous outstanding 11,566 13,265 4,552 1,499 Effect from change in exchange rate - - - - In Thousand Baht Consolidated financial statements Separate financial statements Cash and cash equivalents after adjusted 11,566 13,265 4,552 1,499 Non-cash transactions on separate financial statements

Report of the Auditor. To The Shareholders and Board of Directors of Malee Sampran Public Company Limited and Its its Subsidiaries I have reviewed audited the accompanying consolidated balance sheet of Malee Sampran Public Company Limited and its subsidiaries Subsidiaries as at March December 31, 20092009 and 2008, and the related consolidated consolidation statements of incomeincomes, changes in shareholders’ equity and cash flows for the three-month periods years then ended March 31, 2009 and 2008 and the separate balance sheet of Malee Sampran Public Company Limited as at March 31, 2009, and the related separate statement of income, changes in shareholders’ equity, and cash flows for the three-month periods ended March December 31, 2009 and 2008, and the separate statements of income, the separate changes in shareholders’ equity and the separate cash flows for the years then ended. These financial statements are the responsibility of the Company’s management of the Company and its subsidiaries as to their correctness and completeness of the presentation. My responsibility is to issue a report on these financial statements based on my reviewsaudits. I conducted my reviews audits in accordance with generally accepted auditing standards. Those standards applicable to review engagements. This standard requires require that I plan and perform the review audit to obtain moderate reasonable assurance as to about whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel An audit includes examining, on a test basis, evidence supporting the amounts and analytical procedures applied to disclosures in the financial data statements. An audit also includes assessing the accounting principles used and thus provides less assurance than an auditsignificant estimates made by management, as well as evaluating the overall financial statement presentation. I have not performed an audit and, accordingly, I do not express an audit believe that my audits provide a reasonable basis for my opinion. Based on In my reviewsopinion, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented referred to above present fairly, in all material respects, in accordance with generally accepted accounting principles. I have previously audited, in accordance with generally accepted auditing standards, the consolidated financial statements for the year ended December 31, 2008 position of Malee Sampran Public Company Limited and its subsidiaries Subsidiaries as at December 31, 2009 and 2008 and the consolidated results of their operations, the consolidated changes in their shareholders’ equity and their consolidated cash flows for the years then ended, and the separate financial statements for the year ended December 31, 2008 position of Malee Sampran Public Company Limited and in my report dated February 11, 2009, expressed an unqualified opinion on those financial statements but drawn attention issues regarding the going concern. The consolidated balance sheet and balance sheet as at December 31, 2008 presented herewith 2009 and 2008, and the separate results of its operations, the separate changes in its shareholders’ equity and its separate cash flows for comparative purposes only, were a part of the audited financial statements. I do not perform any audit procedure since that dateyears then ended in conformity with generally accepted accounting principles. ****/2 Without changing in my unqualified opinion, I draw your attention to Note 1.4 to the financial statements as revealed in the consolidated financial statement, as at March December 31, 2009 and December 31, 2008, the Company and its subsidiaries suffered recurring losses from operation of Baht (1,464.441,338.64) million and Baht (1,469.57) million (having net capital deficiency of Baht (237.75242.88) million and Baht (242.88) million) in 2008), respectively, and current liabilities approximately Baht 1,089.45 747.32 million and Baht 1,156.28 million million, respectively, in excess of current assets. Although In addition, as revealed in note 23.1.1 to the financial statements, as at December 31, 2009, the Company has long-time outstanding of trade accounts payable. However, the Company’s management still can maintain the trade debt repayment conditions as normal course of business. Although, these conditions raise substantial doubt about the ability of the Company and its subsidiaries to continue as a going concern. However, the Company and its subsidiaries have long time positive cash flow from operation that have been prevailing as presented in the consolidated statement of cash flow in quarterly 1, for the year 2009 at Baht 50.89 183.12 million and year 2008 at Baht 154.88 million. The managements are considering the restructuring of their business structure and operations and finances and marketing and selling strategies, therefore, they believe that these problems will be able to resolve in near future. For this reason, the financial statements have been prepared on a going concern basis and hence do not include any of the adjustments that might result should the Company and its subsidiaries be unable to continue as a going concern. And I draw attention to the note to financial statement No. 1.5, the Company has been notified by the SET subject to the delisting of the company security however, the Company has informed to the SET a rehabilitation plan to remedy the cause of delisting of security and believe that it is the best benefit to the Company and its shareholders. The plan will be proceeded within December 2009. The SET has considered the plan. Consequently, the SET will maintain the SP (Suspension) sing on the Company’s securities to prohibit the trading from May 11, 2009 until financial status and operations are solved. Currently, the Company is in the process of proceeding the decision model as accepted by the SET and preparing the rehabilitation plan to remedy the cause of delisting security to the SET. (Xxxx Xxxxxxx Wongsri-Udomporn) Certified Public Accountant Registration No. 4996 Dharmniti Auditing Company Limited Bangkok, Thailand May 11, 2009 2009/656/8866 ASSETS In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 CURRENT ASSETS Cash and cash equivalents 4 11,566 8,814 4,552 1,002 Trade accounts and notes receivable Subsidiaries 5 - - 435,158 457,870 Related parties 5 45,878 55,603 1,089 1,089 Unrelated parties 378,154 409,237 135,756 111,922 Less : Allowance for doubtful accounts (17,514) (17,358) (1,434) (1,255) Trade accounts and notes receivable, net 6 406,518 447,482 570,569 569,626 Inventories, net 7 477,732 497,518 392,809 390,919 Other current assets Export incentive receivable 3,224 3,090 3,224 3,090 Other accounts receivable 5 48,409 21,220 35,819 21,169 Input tax refundable 6,158 3,130 - - Advances payment 6,101 9,149 5,947 9,578 Deposit and bid guarantee 546 774 473 671 Others 17,426 15,781 15,977 13,706 TOTAL CURRENT ASSETS 977,680 1,006,958 1,029,370 1,009,761 NON-CURRENT ASSETS Restricted bank deposits 8 37,715 88,189 36,409 88,189 Investments accounted for under the cost method 9 - - 145, 00 145, 00 Land not used in operation, net 10 115,760 115,760 90,828 115,760 Property, plant and equipment, net 11 720,126 748,505 594,652 733,151 Other non-current assets Deposits 15,558 13,032 9,743 9,497 Others 2,166 1,108 2,166 1,108 TOTAL NON-CURRENT ASSETS 891,325 966,594 878,798 1,092,705 TOTAL ASSETS 1,869,005 1,973,552 1,908,168 2,102,466 Notes to interim financial statements form an integral part of these statements. In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions 12 419,526 479,829 379,296 479,829 Trade accounts payable and note payable Subsidiary 5 - - 7 60 Related party 5 6,958 2,201 6,958 2,201 Unrelated parties 972,092 970,417 954,239 944,258 Trade account payable and accrued interest 22.4.2 280,554 276,929 280,554 276,929 Account payable and loans from subsidiary 13 - - 39,023 - Factoring payable 132,650 145,782 24,814 19,700 Current portion of hire-purchase creditors 14 33,613 19,400 33,613 19,400 Current portion of liability from guarantee 22.4.1 2,450 2,542 2,450 2,542 Current portion of long-term loans Other current liabilities Accrued expenses and accrued interest and other account payable 15 41,986 160,829 50,486 191,190 41,986 65,872 50,486 222,422 Advances received from customers 13,477 14,839 13,477 14,839 Forward exchange contracts payable - 6,734 - 6,734 Others 2,994 2,891 12 112 TOTAL CURRENT LIABILITIES 2,067,129 2,163,240 1,842,301 2,039,512 NON-CURRENT LIABILITIES Hire-purchase creditors, net of current portion 14 24,370 29,895 24,370 29,895 Liability from guarantee, net of current portion 22.4.1 7,743 8,284 7,743 8,284 Long-term loans, net of current portion 15 7,513 15,013 7,513 15,013 Provisions for loss on defaulting on amount due from subsidiaries 24 - - 242,188 239,717 TOTAL NON-CURRENT LIABILITIES 39,626 53,192 281,814 292,909 TOTAL LIABILITIES 2,106,755 2,216,432 2,124,115 2,332,421 Notes to interim financial statements form an integral part of these statements. In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 SHAREHOLDERS' EQUITY Share capital Registered 99,999,000 ordinary shares of Baht 10.00 each 999,990 999,990 999,990 999,990 Issued and fully paid 70,000,000 ordinary shares of Baht 10.00 each 700,000 700,000 700,000 700,000 Paid-in capital Share premium 347,500 347,500 347,500 347,500 Revaluation surplus 171,009 171,009 169,473 171,009 Retained earnings Appropriated - statutory reserve 16 8,180 8,180 8,180 8,180 Deficit (1,464,439) (1,469,569) (1,441,100) (1,456,644) TOTAL SHAREHOLDERS' EQUITY (Deficiency) (237,750) (242,880) (215,947) (229,955) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,869,005 1,973,552 1,908,168 2,102,466 Notes to interim financial statements form an integral part of these statements. "UNAUDITED" "REVIEWED" MALEE SAMPRAN PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 In Thousand Baht Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008 REVENUES Sales 784,970 939,812 671,265 828,259 Other income 9,608 16,846 18,380 15,103 TOTAL REVENUES 794,578 956,658 689,645 843,362 EXPENSES Cost of sales 609,942 770,452 598,289 765,416 Selling expenses 104,776 101,614 16,161 18,576 Administrative expenses Liability arising from estimated loss on defaulting on 53,567 60,181 40,685 46,745 amount due from to subsidiaries (reversal) 24 - - 2,470 (5,112) Directors and management benefit expenses 6,603 5,811 4,257 4,554 TOTAL EXPENSES 774,888 938,058 661,862 830,179 PROFIT (LOSS) BEFORE FINANCE COST 19,690 18,600 27,783 13,183 FINANCE COST (14,560) (13,922) (12,239) (11,499) NET PROFIT (LOSS) 5,130 4,678 15,544 1,684 ATTRIBUTION PROFIT (LOSS) Equity holders of parent company Minority interest 5,130 - 4,678 - 15,544 - 1,684 - 5,130 4,678 15,544 1,684 BASIC EARNINGS PER SHARE Net profit (loss) 19 Equity holders of parent company 0.07 0.06 0.22 0.02 Minority interest - - - - 0.07 0.06 0.22 0.02 Notes to interim financial statements form an integral part of these statements. Consolidated financial statements (In Thousand Baht) Equity holders of parent company Minority Interest Total Issued and paid-up Share premium Revaluation Unrealized gain Retained earnings share capital surplus on cash flow Appropriated Deficit Total Note Ordinary shares hedging instrument Balance as at 1 January 2009 700,000 347,500 171,009 - 8,180 (1,469,569) (242,880) - (242,880) Net profit (loss) for the periods - - - - - 5,130 5,130 - 5,130 Balance as at 31 March 2009 700,000 347,500 171,009 - 8,180 (1,464,439) (237,750) - (237,750) Balance as at 1 January 2008 700,000 347,500 171,009 8,180 (1,174,915) 51,774 - 51,774 Net profit (loss) for the periods - - - - - 4,678 4,678 - 4,678 Unrealized gain on cash flow hedging instrument - - - 9,792 - - 9,792 - 9,792 Balance as at 31 March 2008 700,000 347,500 171,009 9,792 8,180 (1,170,237) 66,244 - 66,244 Notes to interim financial statements form an integral part of these statements. Separate financial statements (In Thousand Baht) Equity holders of parent company Minority Intereat Total Issued and paid-up Share premium Revaluation Unrealized gain Retained earnings share capital surplus on cash flow Appropriated Deficit Total Note Ordinary shares hedging instrument Balance as at 1 January 2009 700,000 347,500 171,009 - 8,180 (1,456,644) (229,955) - (229,955) Net profit (loss) for the periods - - - - - 15,544 15,544 - 15,544 Reveluation surplus (reversal) - - (1,536) - - - (1,536) - (1,536) Balance as at 31 March 2009 700,000 347,500 169,473 - 8,180 (1,441,100) (215,947) - (215,947) Balance as at 1 January 2008 700,000 347,500 171,009 - 8,180 (1,163,937) 62,752 - 62,752 Net profit (loss) for the periods - - - - - 1,684 1,684 - 1,684 Unrealized gain on cash flow hedging instrument - - - 9,792 - - 9,792 - 9,792 Balance as at 31 March 2008 700,000 347,500 171,009 9,792 8,180 (1,162,253) 74,228 - 74,228 Notes to interim financial statements form an integral part of these statements. STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 In Thousand Baht Consolidated financial statements Separate financial statements Note 0000 0000 0000 0000 Cash flows from (used in) operating activities Net profit (loss) 5,130 4,678 15,544 1,684 Adjustments to reconcile net profit (loss) to net cash provided by (paid from) operating activities :- Provisions for loss on defaulting on amount due from to subsidiaries (reversal) - - 2,470 (5,112) Allowance for doubtful accounts 156 - 179 - Provision for obsolete inventories (reversal) (1,587) 646 (712) 1,538 Loss on obsolete inventories 4,425 4,524 395 1,017 Depreciation 27,409 34,254 25,510 32,215 Allowance for impairment loss (1,169) - (1,169) - Write-off property, plant and equipment - 11 - 11 Amortisation 000 000 000 965 Gain on sales of property, plant and equipment (1,714) 700 (11,673) 831 Unrealised loss on exchange 219 (1,835) 219 (1,835) Interest income (232) (282) (232) (282) Interest expenses 14,561 13,922 12,239 11,499 Net profit (loss) from operating activities before changes in operating assets and liabilities 47,536 57,583 43,108 42,531 Operating assets (increase) decrease Trade accounts and notes receivable 40,975 37,914 (955) 20,400 Inventories 16,948 12,171 (1,573) 8,378 Other current assets (28,239) 12,887 (12,687) 13,074 Other assets (3,832) (729) (1,552) 1,369 Operating liabilities increase (decrease) Trade accounts payable 6,381 (8,584) 14,634 (10,977) Trade account payable and accrued interest 3,625 (11,349) 3,625 (11,349) Other current liabilities (32,429) (17,673) (13,760) 6,617 Cash flows from operating activities 50,965 82,220 30,840 70,043 Income tax (68) (60) (58) (47) Net cash flows from operating activities 50,897 82,160 30,782 69,996 Notes to interim financial statements form an integral part of these statements. STATEMENTS OF CASH FLOWS (CONT.) FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 Note 0000 0000 0000 0000 Cash flows from (used in) investing activities Decrease (increase) in restricted bank deposits 50,474 (4,183) 51,780 (4,183) Acquisition of machinery and equipment (2,526) (8,929) (2,210) (8,565) Proceeds from sales of machinery and equipment 5,876 1,393 5,866 954 Interest income received 232 282 232 282 Net cash flows used in investing activities 54,056 (11,437) 55,668 (11,512) Cash flows from (used in) financing activities Decrease in bank overdrafts, short-term loans from financial institutions (60,303) (20,696) (100,533) (20,696) Increase (decrease) in factoring payable (13,132) (12,395) 5,114 (2,724) Cash receipt to account payable and loans from subsidiary - - 39,023 - Cash paid to hire-purchase creditors - (4,277) - (4,277) Cash paid to liabilities under finance lease agreement - (269) - (269) Cash paid to liability from guarantee (633) (636) (633) (636) Cash paid to long-term loans (16,000) (19,000) (16,000) (19,000) Cash paid to interest expenses (12,133) (13,895) (9,871) (11,531) Net cash flows used in financing activities (102,201) (71,168) (82,900) (59,133) Net increase (decrease) in cash and cash equivalents 2,752 (445) 3,550 (649) Cash and cash equivalents at beginning of period 8,814 13,710 1,002 2,148 Cash and cash equivalents at end of period 11,566 13,265 4,552 1,499 Supplemental cash flows information :- Cash and cash equivalents consist of cash on hand and deposits at financial institutions and money market securities. Cash and cash equivalents in the cash flow statements are concluded from the accounts on balance sheet as follow : Cash on hand and deposits at financial institutions 11,566 13,265 4,552 1,499 Short-term securities - - - - Cash and cash equivalents according to the previous outstanding 11,566 13,265 4,552 1,499 Effect from change in exchange rate - - - - In Thousand Baht Consolidated financial statements Separate financial statements Cash and cash equivalents after adjusted 11,566 13,265 4,552 1,499 Non-cash transactions on separate financial statements

Report of the Auditor. To The Shareholders and Board of Directors of Malee Sampran Unique Mining Services Public Company Limited and Its Subsidiaries Subsidiary I have reviewed audited the accompanying consolidated balance sheet of Malee Sampran Unique Mining Services Public Company Limited and its subsidiaries subsidiary as at March December 31, 20092007 and 2006, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three-month periods years then ended March 31, 2009 and 2008 and the separate balance sheet of Malee Sampran Unique Mining Services Public Company Limited as at March December 31, 20092007 and 2006, and the related separate statement of income, changes in shareholders’ equity, and cash flows for the three-month periods ended March 31, 2009 and 2008years then ended. These financial statements are the responsibility of the Company’s management of the Company and its subsidiaries as to their correctness and completeness of the presentation. My responsibility is to issue a report express an opinion on these financial statements based on my reviewsaudits. I conducted my reviews audits in accordance with generally accepted auditing standards. Those standards applicable to review engagements. This standard requires require that I plan and perform the review audit to obtain moderate reasonable assurance as to about whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel An audit includes examining, on a test basis, evidence supporting the amounts and analytical procedures applied to disclosures in the financial data statements. An audit also includes assessing the accounting principles used and thus provides less assurance than an auditsignificant estimates made by management, as well as evaluating the overall financial statement presentation. I have not performed an audit and, accordingly, I do not express an audit believe that my audits provide a reasonable basis for my opinion. Based on In my reviewsopinion, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented referred to above present fairly, in all material respects, the consolidated financial position of Unique Mining Services Public Company Limited and its subsidiary as at December 31, 2007 and 2006, and the consolidated results of their operations, the consolidated changes in accordance their shareholders’ equity and their consolidated cash flows for the years then ended, and the financial position of Unique Mining Services Public Company Limited as at December 31, 2007 and 2006, and the results of its operations, the changes in its shareholders’ equity and its cash flows for the years then ended, in conformity with generally accepted accounting principles. I have previously auditedDharmniti Auditing Company Limited Bangkok, in accordance with generally accepted auditing standards, the consolidated financial statements for the year ended December 31Thailand February 7, 2008 of Malee Sampran Public Company Limited and its subsidiaries and the separate financial statements for the year ended December 31, 2008 of Malee Sampran Public Company Limited and in my report dated February 11, 2009, expressed an unqualified opinion on those financial statements but drawn attention issues regarding the going concern. The consolidated balance sheet and balance sheet as at December 31, 2008 presented herewith for comparative purposes only, were a part of the audited financial statements. I do not perform any audit procedure since that date. ****/2 Without changing in my unqualified opinion, I draw your attention to Note 1.4 to the financial statements as revealed in the financial statement, as at March 31, 2009 and December 31, 2008, the Company and its subsidiaries suffered recurring losses from operation of Baht (1,464.44) million and Baht (1,469.57) million (having net capital deficiency of Baht (237.75) million and Baht (242.88) million) respectively, and current liabilities approximately Baht 1,089.45 million and Baht 1,156.28 million respectively, in excess of current assets. Although these conditions raise substantial doubt about the ability of the Company and its subsidiaries to continue as a going concern. However, the Company and its subsidiaries have long time positive cash flow from operation that have been prevailing as presented in the consolidated statement of cash flow in quarterly 1, 2009 at Baht 50.89 million. The managements are considering the restructuring of their business structure and operations and finances and marketing and selling strategies, therefore, they believe that these problems will be able to resolve in near future. For this reason, the financial statements have been prepared on a going concern basis and hence do not include any of the adjustments that might result should the Company and its subsidiaries be unable to continue as a going concern. And I draw attention to the note to financial statement No. 1.5, the Company has been notified by the SET subject to the delisting of the company security however, the Company has informed to the SET a rehabilitation plan to remedy the cause of delisting of security and believe that it is the best benefit to the Company and its shareholders. The plan will be proceeded within December 2009. The SET has considered the plan. Consequently, the SET will maintain the SP (Suspension) sing on the Company’s securities to prohibit the trading from May 11, 2009 until financial status and operations are solved. Currently, the Company is in the process of proceeding the decision model as accepted by the SET and preparing the rehabilitation plan to remedy the cause of delisting security to the SET. 2008/125/8186 (Xxxx Xxxxxxx Wongsri-Wongsri - Udomporn) Certified Public Accountant Registration No. 4996 Dharmniti Auditing Company Limited Bangkok, Thailand May 11, 2009 2009/656/8866 ASSETS In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note UNIQUE MINING SERVICES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY BALANCE SHEETS AS AT DECEMBER 31, 2009 31, 2008 31, 2009 31, 2008 CURRENT 2007 AND 2006 ASSETS Consolidated Balance Sheet Baht The Company's Balance Sheet Only Current assets Note 2007 2006 2007 2006 Cash and cash equivalents 3.14, 4 11,566 8,814 4,552 1,002 140,612,101.35 50,606,789.64 124,654,974.65 45,606,789.64 Trade accounts and notes receivable Subsidiaries 5 - - 435,158 457,870 Related parties 5 45,878 55,603 1,089 1,089 Unrelated parties 378,154 409,237 135,756 111,922 Less : Allowance for doubtful accounts (17,514) (17,358) (1,434) (1,255) Trade accounts and notes receivable, net 6 406,518 447,482 570,569 569,626 3.2, 5 400,119,629.84 180,128,990.44 399,389,714.90 180,128,990.44 Inventories, net 7 477,732 497,518 392,809 390,919 3.3, 6 415,095,004.07 454,528,077.06 415,914,688.58 454,528,077.06 Other current assets Export incentive receivable 3,224 3,090 3,224 3,090 Other accounts receivable 5 48,409 21,220 35,819 21,169 Input tax refundable 6,158 3,130 7 10,395,907.37 6,085,416.61 8,863,349.84 6,197,459.61 Total current assets 966,222,642.63 691,349,273.75 948,822,727.97 686,461,316.75 Non-current assets Investment by using the equity method 3.5, 8 - - Advances payment 6,101 9,149 5,947 9,578 Deposit and bid guarantee 546 774 473 671 Others 17,426 15,781 15,977 13,706 TOTAL CURRENT ASSETS 977,680 1,006,958 1,029,370 1,009,761 NON-CURRENT ASSETS Restricted bank deposits 8 37,715 88,189 36,409 88,189 Investments accounted for under the cost method 9 - - 145, 00 145, 00 Land not used in operation, net 10 115,760 115,760 90,828 115,760 Property35,000,000.00 5,000,000.00 Property , plant and equipment, net 11 720,126 748,505 594,652 733,151 3.4, 9 479,022,924.34 156,440,061.92 448,066,608.30 156,440,061.92 Improvement and temporary building on leasehold land, net 3.4, 10 2,537,476.65 2,030,939.12 2,537,476.65 2,030,939.12 Other non-current assets Deposits 15,558 13,032 9,743 9,497 Non-operated assets, net 3.6, 11 2,709,000.00 2,709,000.00 2,709,000.00 2,709,000.00 Others 2,166 1,108 2,166 1,108 TOTAL NON3.8, 12 9,010,357.87 5,623,449.94 7,371,222.77 5,623,449.94 Total non-CURRENT ASSETS 891,325 966,594 878,798 1,092,705 current assets 493,279,758.86 166,803,450.98 495,684,307.72 171,803,450.98 TOTAL ASSETS 1,869,005 1,973,552 1,908,168 2,102,466 1,459,502,401.49 858,152,724.73 1,444,507,035.69 858,264,767.73 Notes to interim financial statements form an integral part of these statements. In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions 12 419,526 479,829 379,296 479,829 Trade accounts payable and note payable Subsidiary 5 - - 7 60 Related party 5 6,958 2,201 6,958 2,201 Unrelated parties 972,092 970,417 954,239 944,258 Trade account payable and accrued interest 22.4.2 280,554 276,929 280,554 276,929 Account payable and loans from subsidiary 13 - - 39,023 - Factoring payable 132,650 145,782 24,814 19,700 Current portion of hire-purchase creditors 14 33,613 19,400 33,613 19,400 Current portion of liability from guarantee 22.4.1 2,450 2,542 2,450 2,542 Current portion of long-term loans Other current liabilities Accrued expenses and accrued interest and other account payable 15 41,986 160,829 50,486 191,190 41,986 65,872 50,486 222,422 Advances received from customers 13,477 14,839 13,477 14,839 Forward exchange contracts payable - 6,734 - 6,734 Others 2,994 2,891 12 112 TOTAL CURRENT LIABILITIES 2,067,129 2,163,240 1,842,301 2,039,512 NON-CURRENT LIABILITIES Hire-purchase creditors, net of current portion 14 24,370 29,895 24,370 29,895 Liability from guarantee, net of current portion 22.4.1 7,743 8,284 7,743 8,284 Long-term loans, net of current portion 15 7,513 15,013 7,513 15,013 Provisions for loss on defaulting on amount due from subsidiaries 24 - - 242,188 239,717 TOTAL NON-CURRENT LIABILITIES 39,626 53,192 281,814 292,909 TOTAL LIABILITIES 2,106,755 2,216,432 2,124,115 2,332,421 Notes to interim financial statements form an integral part of these statements. In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 SHAREHOLDERS' EQUITY Share capital Registered 99,999,000 ordinary shares of Baht 10.00 each 999,990 999,990 999,990 999,990 Issued and fully paid 70,000,000 ordinary shares of Baht 10.00 each 700,000 700,000 700,000 700,000 Paid-in capital Share premium 347,500 347,500 347,500 347,500 Revaluation surplus 171,009 171,009 169,473 171,009 Retained earnings Appropriated - statutory reserve 16 8,180 8,180 8,180 8,180 Deficit (1,464,439) (1,469,569) (1,441,100) (1,456,644) TOTAL SHAREHOLDERS' EQUITY (Deficiency) (237,750) (242,880) (215,947) (229,955) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,869,005 1,973,552 1,908,168 2,102,466 Notes to interim financial statements form an integral part of these statements. "UNAUDITED" "REVIEWED" MALEE SAMPRAN UNIQUE MINING SERVICES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 In Thousand Baht Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008 REVENUES Sales 784,970 939,812 671,265 828,259 Other income 9,608 16,846 18,380 15,103 TOTAL REVENUES 794,578 956,658 689,645 843,362 EXPENSES Cost of sales 609,942 770,452 598,289 765,416 Selling expenses 104,776 101,614 16,161 18,576 Administrative expenses Liability arising from estimated loss on defaulting on 53,567 60,181 40,685 46,745 amount due from to subsidiaries (reversal) 24 - - 2,470 (5,112) Directors and management benefit expenses 6,603 5,811 4,257 4,554 TOTAL EXPENSES 774,888 938,058 661,862 830,179 PROFIT (LOSS) BEFORE FINANCE COST 19,690 18,600 27,783 13,183 FINANCE COST (14,560) (13,922) (12,239) (11,499) NET PROFIT (LOSS) 5,130 4,678 15,544 1,684 ATTRIBUTION PROFIT (LOSS) Equity holders of parent company Minority interest 5,130 - 4,678 - 15,544 - 1,684 - 5,130 4,678 15,544 1,684 BASIC EARNINGS PER SHARE Net profit (loss) 19 Equity holders of parent company 0.07 0.06 0.22 0.02 Minority interest - - - - 0.07 0.06 0.22 0.02 Notes to interim financial statements form an integral part of these statements. Consolidated financial statements (In Thousand Baht) Equity holders of parent company Minority Interest Total Issued and paid-up Share premium Revaluation Unrealized gain Retained earnings share capital surplus on cash flow Appropriated Deficit Total Note Ordinary shares hedging instrument Balance as at 1 January 2009 700,000 347,500 171,009 - 8,180 (1,469,569) (242,880) - (242,880) Net profit (loss) for the periods - - - - - 5,130 5,130 - 5,130 Balance as at 31 March 2009 700,000 347,500 171,009 - 8,180 (1,464,439) (237,750) - (237,750) Balance as at 1 January 2008 700,000 347,500 171,009 8,180 (1,174,915) 51,774 - 51,774 Net profit (loss) for the periods - - - - - 4,678 4,678 - 4,678 Unrealized gain on cash flow hedging instrument - - - 9,792 - - 9,792 - 9,792 Balance as at 31 March 2008 700,000 347,500 171,009 9,792 8,180 (1,170,237) 66,244 - 66,244 Notes to interim financial statements form an integral part of these statements. Separate financial statements (In Thousand Baht) Equity holders of parent company Minority Intereat Total Issued and paid-up Share premium Revaluation Unrealized gain Retained earnings share capital surplus on cash flow Appropriated Deficit Total Note Ordinary shares hedging instrument Balance as at 1 January 2009 700,000 347,500 171,009 - 8,180 (1,456,644) (229,955) - (229,955) Net profit (loss) for the periods - - - - - 15,544 15,544 - 15,544 Reveluation surplus (reversal) - - (1,536) - - - (1,536) - (1,536) Balance as at 31 March 2009 700,000 347,500 169,473 - 8,180 (1,441,100) (215,947) - (215,947) Balance as at 1 January 2008 700,000 347,500 171,009 - 8,180 (1,163,937) 62,752 - 62,752 Net profit (loss) for the periods - - - - - 1,684 1,684 - 1,684 Unrealized gain on cash flow hedging instrument - - - 9,792 - - 9,792 - 9,792 Balance as at 31 March 2008 700,000 347,500 171,009 9,792 8,180 (1,162,253) 74,228 - 74,228 Notes to interim financial statements form an integral part of these statements. STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 In Thousand Baht Consolidated financial statements Separate financial statements Note 0000 0000 0000 0000 Cash flows from (used in) operating activities Net profit (loss) 5,130 4,678 15,544 1,684 Adjustments to reconcile net profit (loss) to net cash provided by (paid from) operating activities :- Provisions for loss on defaulting on amount due from to subsidiaries (reversal) - - 2,470 (5,112) Allowance for doubtful accounts 156 - 179 - Provision for obsolete inventories (reversal) (1,587) 646 (712) 1,538 Loss on obsolete inventories 4,425 4,524 395 1,017 Depreciation 27,409 34,254 25,510 32,215 Allowance for impairment loss (1,169) - (1,169) - Write-off property, plant and equipment - 11 - 11 Amortisation 000 000 000 965 Gain on sales of property, plant and equipment (1,714) 700 (11,673) 831 Unrealised loss on exchange 219 (1,835) 219 (1,835) Interest income (232) (282) (232) (282) Interest expenses 14,561 13,922 12,239 11,499 Net profit (loss) from operating activities before changes in operating assets and liabilities 47,536 57,583 43,108 42,531 Operating assets (increase) decrease Trade accounts and notes receivable 40,975 37,914 (955) 20,400 Inventories 16,948 12,171 (1,573) 8,378 Other current assets (28,239) 12,887 (12,687) 13,074 Other assets (3,832) (729) (1,552) 1,369 Operating liabilities increase (decrease) Trade accounts payable 6,381 (8,584) 14,634 (10,977) Trade account payable and accrued interest 3,625 (11,349) 3,625 (11,349) Other current liabilities (32,429) (17,673) (13,760) 6,617 Cash flows from operating activities 50,965 82,220 30,840 70,043 Income tax (68) (60) (58) (47) Net cash flows from operating activities 50,897 82,160 30,782 69,996 Notes to interim financial statements form an integral part of these statements. STATEMENTS OF CASH FLOWS SUBSIDIARY BALANCE SHEETS (CONT.) FOR THE THREE-MONTH PERIODS ENDED MARCH AS AT DECEMBER 31, 2009 2007 AND 2008 Note 0000 0000 0000 0000 Cash flows from (used in) investing activities Decrease (increase) in restricted bank deposits 50,474 (4,183) 51,780 (4,183) Acquisition of machinery and equipment (2,526) (8,929) (2,210) (8,565) Proceeds from sales of machinery and equipment 5,876 1,393 5,866 954 Interest income received 232 282 232 282 Net cash flows used in investing activities 54,056 (11,437) 55,668 (11,512) Cash flows from (used in) financing activities Decrease in bank overdrafts, short-term loans from financial institutions (60,303) (20,696) (100,533) (20,696) Increase (decrease) in factoring payable (13,132) (12,395) 5,114 (2,724) Cash receipt to account payable and loans from subsidiary - - 39,023 - Cash paid to hire-purchase creditors - (4,277) - (4,277) Cash paid to liabilities under finance lease agreement - (269) - (269) Cash paid to liability from guarantee (633) (636) (633) (636) Cash paid to long-term loans (16,000) (19,000) (16,000) (19,000) Cash paid to interest expenses (12,133) (13,895) (9,871) (11,531) Net cash flows used in financing activities (102,201) (71,168) (82,900) (59,133) Net increase (decrease) in cash and cash equivalents 2,752 (445) 3,550 (649) Cash and cash equivalents at beginning of period 8,814 13,710 1,002 2,148 Cash and cash equivalents at end of period 11,566 13,265 4,552 1,499 Supplemental cash flows information :- Cash and cash equivalents consist of cash on hand and deposits at financial institutions and money market securities. Cash and cash equivalents in the cash flow statements are concluded from the accounts on balance sheet as follow : Cash on hand and deposits at financial institutions 11,566 13,265 4,552 1,499 Short-term securities - - - - Cash and cash equivalents according to the previous outstanding 11,566 13,265 4,552 1,499 Effect from change in exchange rate - - - - In Thousand Baht Consolidated financial statements Separate financial statements Cash and cash equivalents after adjusted 11,566 13,265 4,552 1,499 Non-cash transactions on separate financial statements2006

Report of the Auditor. To The Shareholders and Board of Directors of Malee Sampran Unique Mining Services Public Company Limited and Its Subsidiaries Subsidiary I have reviewed the accompanying consolidated balance sheet of Malee Sampran Unique Mining Services Public Company Limited and its subsidiaries subsidiary as at March 31, 20092008, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three-month periods ended March 31, 2009 2008 and 2008 2007 and the separate balance sheet financial statements of Malee Sampran Unique Mining Services Public Company Limited as at March 31, 2009, and the related separate statement of income, changes in shareholders’ equity, and cash flows for the three-month periods ended March 31, 2009 and 2008same periods. These financial statements are the responsibility of the Company’s management of the Company and its subsidiaries as to their correctness and completeness of the presentation. My responsibility is to issue a report on these financial statements based on my reviews. I conducted my reviews in accordance with generally accepted auditing standards applicable to review engagements. This standard requires that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company company’s personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. I have not performed an audit and, accordingly, I do not express an audit opinion. Based on my reviews, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. ****/2 I have previously audited, in accordance with generally accepted auditing standards, the consolidated financial statements for the year ended December 31, 2008 2007 of Malee Sampran Public the Company Limited and its subsidiaries and the separate financial statements for the year ended December 31, 2008 of Malee Sampran Unique Mining Services Public Company Limited and in my Limited, whose report dated February 117, 20092008, expressed an and unqualified opinion on those financial statements but drawn attention issues regarding the going concernstatements. The consolidated balance sheet and balance sheet as at December 31, 2008 2007 presented herewith for comparative purposes only, were a part of the audited financial statementsstatements and I have already reported. I do have not perform performed any audit procedure since that date. ****/2 Without changing in my unqualified opinion, I draw your attention to Note 1.4 to the financial statements as revealed in the financial statement, as at March 31, 2009 and December 31, 2008, the Company and its subsidiaries suffered recurring losses from operation of Baht (1,464.44) million and Baht (1,469.57) million (having net capital deficiency of Baht (237.75) million and Baht (242.88) million) respectively, and current liabilities approximately Baht 1,089.45 million and Baht 1,156.28 million respectively, in excess of current assets. Although these conditions raise substantial doubt about the ability of the Company and its subsidiaries to continue as a going concern. However, the Company and its subsidiaries have long time positive cash flow from operation that have been prevailing as presented in the consolidated statement of cash flow in quarterly 1, 2009 at Baht 50.89 million. The managements are considering the restructuring of their business structure and operations and finances and marketing and selling strategies, therefore, they believe that these problems will be able to resolve in near future. For this reason, the financial statements have been prepared on a going concern basis and hence do not include any of the adjustments that might result should the Company and its subsidiaries be unable to continue as a going concern. And I draw attention to the note to financial statement No. 1.5, the Company has been notified by the SET subject to the delisting of the company security however, the Company has informed to the SET a rehabilitation plan to remedy the cause of delisting of security and believe that it is the best benefit to the Company and its shareholders. The plan will be proceeded within December 2009. The SET has considered the plan. Consequently, the SET will maintain the SP (Suspension) sing on the Company’s securities to prohibit the trading from May 11, 2009 until financial status and operations are solved. Currently, the Company is in the process of proceeding the decision model as accepted by the SET and preparing the rehabilitation plan to remedy the cause of delisting security to the SET. (Xxxx Xxxxxxx Wongsri-Wongsri - Udomporn) Certified Public Accountant Registration No. 4996 Dharmniti Auditing Company Limited Bangkok, Thailand May 119, 2009 2009/656/8866 2008 2008/690/8906 ASSETS In Thousand Baht Consolidated financial statements Baht Separate financial statements Current assets Note As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 2007 31, 2008 CURRENT ASSETS 31, 2007 Cash and cash equivalents 4 11,566 8,814 4,552 1,002 162,891,146.95 140,612,101.35 145,753,748.83 124,654,974.65 Trade accounts and notes receivable Subsidiaries 5 - - 435,158 457,870 Related parties 5 45,878 55,603 1,089 1,089 Unrelated parties 378,154 409,237 135,756 111,922 Less : Allowance for doubtful accounts (17,514) (17,358) (1,434) (1,255) Trade accounts and notes receivable, net 6 406,518 447,482 570,569 569,626 5 374,221,859.38 400,119,629.84 372,980,953.38 399,389,714.90 Short-term loan to related party 25 - - 25,000,000.00 - Inventories, net 7 477,732 497,518 392,809 390,919 6 598,006,399.86 415,095,004.07 599,317,378.68 415,914,688.58 Other current assets Export incentive receivable 3,224 3,090 3,224 3,090 Other accounts receivable 5 48,409 21,220 35,819 21,169 Input tax refundable 6,158 3,130 7 57,646,447.39 10,395,907.37 57,063,487.55 8,863,349.84 Total current assets 1,192,765,853.58 966,222,642.63 ############## 948,822,727.97 Non-current assets Investment by using the equity method 8 - - Advances payment 6,101 9,149 5,947 9,578 Deposit and bid guarantee 546 774 473 671 Others 17,426 15,781 15,977 13,706 TOTAL CURRENT ASSETS 977,680 1,006,958 1,029,370 1,009,761 NON-CURRENT ASSETS Restricted bank deposits 8 37,715 88,189 36,409 88,189 Investments accounted for under the cost method 9 - - 145, 00 145, 00 Land not used in operation, net 10 115,760 115,760 90,828 115,760 Property35,000,000.00 35,000,000.00 Property , plant and equipment, net 11 720,126 748,505 594,652 733,151 9 570,681,122.01 479,022,924.34 502,227,520.38 448,066,608.30 Improvement and temporary building on leasehold land, net 10 2,261,075.66 2,537,476.65 2,261,075.66 2,537,476.65 Other non-current assets Deposits 15,558 13,032 9,743 9,497 Non-operated assets, net 11 2,709,000.00 2,709,000.00 2,709,000.00 2,709,000.00 Others 2,166 1,108 2,166 1,108 TOTAL NON12 7,651,292.87 9,010,357.87 6,996,120.57 7,371,222.77 Total non-CURRENT ASSETS 891,325 966,594 878,798 1,092,705 current assets 583,302,490.54 493,279,758.86 549,193,716.61 495,684,307.72 TOTAL ASSETS 1,869,005 1,973,552 1,908,168 2,102,466 1,776,068,344.12 ############## ############## 1,444,507,035.69 Notes to interim financial statements form an integral part of these interim statements. In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions 12 419,526 479,829 379,296 479,829 Trade accounts payable and note payable Subsidiary 5 - - 7 60 Related party 5 6,958 2,201 6,958 2,201 Unrelated parties 972,092 970,417 954,239 944,258 Trade account payable and accrued interest 22.4.2 280,554 276,929 280,554 276,929 Account payable and loans from subsidiary 13 - - 39,023 - Factoring payable 132,650 145,782 24,814 19,700 Current portion of hire-purchase creditors 14 33,613 19,400 33,613 19,400 Current portion of liability from guarantee 22.4.1 2,450 2,542 2,450 2,542 Current portion of long-term loans Other current liabilities Accrued expenses and accrued interest and other account payable 15 41,986 160,829 50,486 191,190 41,986 65,872 50,486 222,422 Advances received from customers 13,477 14,839 13,477 14,839 Forward exchange contracts payable - 6,734 - 6,734 Others 2,994 2,891 12 112 TOTAL CURRENT LIABILITIES 2,067,129 2,163,240 1,842,301 2,039,512 NON-CURRENT LIABILITIES Hire-purchase creditors, net of current portion 14 24,370 29,895 24,370 29,895 Liability from guarantee, net of current portion 22.4.1 7,743 8,284 7,743 8,284 Long-term loans, net of current portion 15 7,513 15,013 7,513 15,013 Provisions for loss on defaulting on amount due from subsidiaries 24 - - 242,188 239,717 TOTAL NON-CURRENT LIABILITIES 39,626 53,192 281,814 292,909 TOTAL LIABILITIES 2,106,755 2,216,432 2,124,115 2,332,421 Notes to interim financial statements form an integral part of these statements. In Thousand Baht Consolidated financial statements Separate financial statements As at March As at December As at March As at December Note 31, 2009 31, 2008 31, 2009 31, 2008 SHAREHOLDERS' EQUITY Share capital Registered 99,999,000 ordinary shares of Baht 10.00 each 999,990 999,990 999,990 999,990 Issued and fully paid 70,000,000 ordinary shares of Baht 10.00 each 700,000 700,000 700,000 700,000 Paid-in capital Share premium 347,500 347,500 347,500 347,500 Revaluation surplus 171,009 171,009 169,473 171,009 Retained earnings Appropriated - statutory reserve 16 8,180 8,180 8,180 8,180 Deficit (1,464,439) (1,469,569) (1,441,100) (1,456,644) TOTAL SHAREHOLDERS' EQUITY (Deficiency) (237,750) (242,880) (215,947) (229,955) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,869,005 1,973,552 1,908,168 2,102,466 Notes to interim financial statements form an integral part of these statements. "UNAUDITED" "REVIEWED" MALEE SAMPRAN PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF INCOME FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 In Thousand Baht Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008 REVENUES Sales 784,970 939,812 671,265 828,259 Other income 9,608 16,846 18,380 15,103 TOTAL REVENUES 794,578 956,658 689,645 843,362 EXPENSES Cost of sales 609,942 770,452 598,289 765,416 Selling expenses 104,776 101,614 16,161 18,576 Administrative expenses Liability arising from estimated loss on defaulting on 53,567 60,181 40,685 46,745 amount due from to subsidiaries (reversal) 24 - - 2,470 (5,112) Directors and management benefit expenses 6,603 5,811 4,257 4,554 TOTAL EXPENSES 774,888 938,058 661,862 830,179 PROFIT (LOSS) BEFORE FINANCE COST 19,690 18,600 27,783 13,183 FINANCE COST (14,560) (13,922) (12,239) (11,499) NET PROFIT (LOSS) 5,130 4,678 15,544 1,684 ATTRIBUTION PROFIT (LOSS) Equity holders of parent company Minority interest 5,130 - 4,678 - 15,544 - 1,684 - 5,130 4,678 15,544 1,684 BASIC EARNINGS PER SHARE Net profit (loss) 19 Equity holders of parent company 0.07 0.06 0.22 0.02 Minority interest - - - - 0.07 0.06 0.22 0.02 Notes to interim financial statements form an integral part of these statements. Consolidated financial statements (In Thousand Baht) Equity holders of parent company Minority Interest Total Issued and paid-up Share premium Revaluation Unrealized gain Retained earnings share capital surplus on cash flow Appropriated Deficit Total Note Ordinary shares hedging instrument Balance as at 1 January 2009 700,000 347,500 171,009 - 8,180 (1,469,569) (242,880) - (242,880) Net profit (loss) for the periods - - - - - 5,130 5,130 - 5,130 Balance as at 31 March 2009 700,000 347,500 171,009 - 8,180 (1,464,439) (237,750) - (237,750) Balance as at 1 January 2008 700,000 347,500 171,009 8,180 (1,174,915) 51,774 - 51,774 Net profit (loss) for the periods - - - - - 4,678 4,678 - 4,678 Unrealized gain on cash flow hedging instrument - - - 9,792 - - 9,792 - 9,792 Balance as at 31 March 2008 700,000 347,500 171,009 9,792 8,180 (1,170,237) 66,244 - 66,244 Notes to interim financial statements form an integral part of these statements. Separate financial statements (In Thousand Baht) Equity holders of parent company Minority Intereat Total Issued and paid-up Share premium Revaluation Unrealized gain Retained earnings share capital surplus on cash flow Appropriated Deficit Total Note Ordinary shares hedging instrument Balance as at 1 January 2009 700,000 347,500 171,009 - 8,180 (1,456,644) (229,955) - (229,955) Net profit (loss) for the periods - - - - - 15,544 15,544 - 15,544 Reveluation surplus (reversal) - - (1,536) - - - (1,536) - (1,536) Balance as at 31 March 2009 700,000 347,500 169,473 - 8,180 (1,441,100) (215,947) - (215,947) Balance as at 1 January 2008 700,000 347,500 171,009 - 8,180 (1,163,937) 62,752 - 62,752 Net profit (loss) for the periods - - - - - 1,684 1,684 - 1,684 Unrealized gain on cash flow hedging instrument - - - 9,792 - - 9,792 - 9,792 Balance as at 31 March 2008 700,000 347,500 171,009 9,792 8,180 (1,162,253) 74,228 - 74,228 Notes to interim financial statements form an integral part of these statements. STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 In Thousand Baht Consolidated financial statements Separate financial statements Note 0000 0000 0000 0000 Cash flows from (used in) operating activities Net profit (loss) 5,130 4,678 15,544 1,684 Adjustments to reconcile net profit (loss) to net cash provided by (paid from) operating activities :- Provisions for loss on defaulting on amount due from to subsidiaries (reversal) - - 2,470 (5,112) Allowance for doubtful accounts 156 - 179 - Provision for obsolete inventories (reversal) (1,587) 646 (712) 1,538 Loss on obsolete inventories 4,425 4,524 395 1,017 Depreciation 27,409 34,254 25,510 32,215 Allowance for impairment loss (1,169) - (1,169) - Write-off property, plant and equipment - 11 - 11 Amortisation 000 000 000 965 Gain on sales of property, plant and equipment (1,714) 700 (11,673) 831 Unrealised loss on exchange 219 (1,835) 219 (1,835) Interest income (232) (282) (232) (282) Interest expenses 14,561 13,922 12,239 11,499 Net profit (loss) from operating activities before changes in operating assets and liabilities 47,536 57,583 43,108 42,531 Operating assets (increase) decrease Trade accounts and notes receivable 40,975 37,914 (955) 20,400 Inventories 16,948 12,171 (1,573) 8,378 Other current assets (28,239) 12,887 (12,687) 13,074 Other assets (3,832) (729) (1,552) 1,369 Operating liabilities increase (decrease) Trade accounts payable 6,381 (8,584) 14,634 (10,977) Trade account payable and accrued interest 3,625 (11,349) 3,625 (11,349) Other current liabilities (32,429) (17,673) (13,760) 6,617 Cash flows from operating activities 50,965 82,220 30,840 70,043 Income tax (68) (60) (58) (47) Net cash flows from operating activities 50,897 82,160 30,782 69,996 Notes to interim financial statements form an integral part of these statements. STATEMENTS OF CASH FLOWS (CONT.) FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 Note 0000 0000 0000 0000 Cash flows from (used in) investing activities Decrease (increase) in restricted bank deposits 50,474 (4,183) 51,780 (4,183) Acquisition of machinery and equipment (2,526) (8,929) (2,210) (8,565) Proceeds from sales of machinery and equipment 5,876 1,393 5,866 954 Interest income received 232 282 232 282 Net cash flows used in investing activities 54,056 (11,437) 55,668 (11,512) Cash flows from (used in) financing activities Decrease in bank overdrafts, short-term loans from financial institutions (60,303) (20,696) (100,533) (20,696) Increase (decrease) in factoring payable (13,132) (12,395) 5,114 (2,724) Cash receipt to account payable and loans from subsidiary - - 39,023 - Cash paid to hire-purchase creditors - (4,277) - (4,277) Cash paid to liabilities under finance lease agreement - (269) - (269) Cash paid to liability from guarantee (633) (636) (633) (636) Cash paid to long-term loans (16,000) (19,000) (16,000) (19,000) Cash paid to interest expenses (12,133) (13,895) (9,871) (11,531) Net cash flows used in financing activities (102,201) (71,168) (82,900) (59,133) Net increase (decrease) in cash and cash equivalents 2,752 (445) 3,550 (649) Cash and cash equivalents at beginning of period 8,814 13,710 1,002 2,148 Cash and cash equivalents at end of period 11,566 13,265 4,552 1,499 Supplemental cash flows information :- Cash and cash equivalents consist of cash on hand and deposits at financial institutions and money market securities. Cash and cash equivalents in the cash flow statements are concluded from the accounts on balance sheet as follow : Cash on hand and deposits at financial institutions 11,566 13,265 4,552 1,499 Short-term securities - - - - Cash and cash equivalents according to the previous outstanding 11,566 13,265 4,552 1,499 Effect from change in exchange rate - - - - In Thousand Baht Consolidated financial statements Separate financial statements Cash and cash equivalents after adjusted 11,566 13,265 4,552 1,499 Non-cash transactions on separate financial statements