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√“¬ß“πª√–®”ªï 2549 Annual Report 2006

√“¬ß“πª√–®”ªï 2549 ∫√‘…—∑ Õ°√‘‡æ’¬« ‚Œ≈¥‘Èß å ®”°—¥ (¡À“™π)

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CONTENTS Highlights of Combined Operating Results Operations Risk factors Shareholders Independent Auditorûs Report Notes to Financial Statements

1 2 5 7 11 22

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AGRIPURE HOLDINGS PLC Highlights of Combined Operating Results (as of 31 December) (millions of bath)

Working capital Consolidated assets Liabilities Shareholder没s equity Consolidated revenues Cost of sales Sales & administrative expenses Interest paid Net profit (Loss) Cash generated from operations Net cash generation Liquidity ratio Trade debt turnover ratio Inventory turnover ratio Creditor turnover ratio Gross profit Net profit Debt/Equity ratio Revenues by Activity & Year

2004

2005

2006

367.70 656.34 439.14 217.20 1,357.34 (969.04) (354.95) (10.97) (2.25) 51.54 (22.83) 0.85 9.82 5.91 15.79 27.69% (0.17%) 2.02

331.64 636.90 409.55 227.35 1,626.77 (1,169.90) (321.36) (9.13) 10.49 37.87 (6.61) 0.81 9.24 12.11 20.48 27.30% 0.65% 1.80

428.97 708.75 461.19 247.56 1640.23 (1,121.27) (473.72) (18.82) 7.43 24.47 2.78 0.94 8.80 11.47 17.60 30.90% 0.46% 1.86

Annual Report 2006 AgriPure Holdings Public Company Limited

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(millions of bath) 2004

%

2005

%

2006

%

Exported processed sweet corn

731.43

54.58

966.75

60.00

771.52

47.55

Exported fresh vegetables

425.41

31.74

480.28

29.80

607.14

37.42

Domestic sales

104.46

7.79

78.06

4.84

121.93

7.51

Seed sales

78.86*

5.88

86.41*

5.36

122.09**

7.52

Total :

1,340.16

100

1,611.50

100

1,622.68

100

* Seed Sales of 2004 and 2005 derived from Sweet Corn Products Co., Ltd. ** Seed Sales of 2006 derived from River Kwai and Sweet Corn Products Co., Ltd.

Operations The Holding and Investment Company (HIC) currently follows a policy of investing in two basic lines of agro-industries: 1. Fully-integrated sweet corn production: Seed development and production; contract crop production; sweet-corn processing; packaging and distribution with domestic and export sales; and trading processed sweet corn products from other suppliers to existing customer groups. The HIC group has two subsidiaries in the sweet corn business: ● Sweet Corn Products Co., Ltd. (SCP) : River Kwai International Food Industry Co., Ltd. (River Kwai) holds 75% of the 5-million baht paid-up capital. A leader in developing and selecting sweet corn varieties, SCP has products commercial seed using their own hybrids and sell to the whole industry. ● River Kwai International Food Industry Co., Ltd. (River Kwai): HIC holds 99.99% of The registered and paid up capital of 191 million baht after capital was reduced from 370 MB. In 2006 . River Kwai contracts sweet corn growers; acquires sweet corn for processing and packaging in cans and vacuum bags; and exports most of the production, but sells in the domestic market through supermarkets under the brand name çTasteeé.

Annual Report 2006 AgriPure Holdings Public Company Limited

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2. Fresh vegetable and fruit exports by air: Two associated companies handle selection, processing, packaging, and shipping of fresh vegetables and fruits to export markets: ● River Kwai : HLC holds 99.99% of registered capital with 191 million baht 191 million baht in paid up capital. ● AgriFresh Ltd. : River Kwai holds 100% of the registered capital of 1 million baht. This company exports to selected markets. 3. Tetra Recart Packaging River Kwai has introduced a new the packaging-technology for fully-integrated sweet corn, pineapple, mixed fruit product and other products. The packaging system is based on Tetra Pakûs Tetra Recart packaging system which is a square, paperboard, laminated, easy-to-open carton. The term çRecarté was coined from retortable carton. The çTetra Recarté system would be positioned for the upper market and support and supplement the new marketing base. The Siam Del Monte Co., Ltd. which River Kwai has 7.5 percent share holding from the registered capital of 150 million Baht, Del Monte Asia (PTE) Ltd. (Singapore) and Sam Roi Yod Co. Ltd. hold 75.1 and 17.4 percent, respectively. Siam Del Monte Co., Ltd. factory is located in Khoa Saming, Trad Province and initially started commercial production in the first Quarter of 2006. This project is a source of additional sales income.

Key Developments in 2006 Even though there are several negative factors or major treats happened in Thailand that directly and indirectly impacted to the performance and operations of River Kwai International Food Industry Co., Ltd., the subsidiary, such as increasing costs due to higher oil prices in the world market, the countryûs inflation rate, the higher interest rate and a stronger Thai Bath against foreign currencies, and the critical political changes, the company continuously keeps its sales revenue, gross margin, and profit margin close to the same proportion of the margin of previous year. Sales revenue of sweet corn, the fresh vegetable business, and the seed products in comply with sales were 47.55, 37.42, and 7.52 percent, respectively. Meantime, the company exported over 50 countries around the world. The company attempted to manage the raw material procurement by employing the strategy of contract farming with the farmers and brokers including providing know how to more efficiency and to achieve the target although the company faced set backs due to flooding over Thailand. Overstepping of the hindrances of raw material procurement was the key step forward of our business in the previous year.

Annual Report 2006 AgriPure Holdings Public Company Limited

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Outlook for 2007 The stronger of Thai currency against other main currencies, especially USD, continuously strengthens directly impact to the export business. Over 84.97 percent of our total sale revenue derived from exporting business. The management attempted to continue to keep gross profit margins at proper levels by increasing the sale price and focusing on cost management concerned to confront with the appreciation of Baht. River Kwai has seen good prospect in sweet corn markets, most of the customers have long business relationships and continue to buy the company没s products. Major strategy apart from nurturing deeper ties with key account customers is the emphasis on production efficiency which is intended to control. Meanwhile, fresh vegetable business also points toward a good growth trend to expanding the new markets and the good responses from the potential clients about fresh fruit products studied and trialled in this business unit since last year. The financial restructure is one of the main missions that the management will study about improving the proper financial status for the current operation and preparation of expansion in new project in the future to shareholders for the consideration on the proposal of approval of the financial restructure.

Annual Report 2006 AgriPure Holdings Public Company Limited

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Risk Factors 1. Dividend Risk The company accumulated operating losses requiring continuing investment over the 5-year period of 1996-2000. In 1997, the company was severely affected by the economic crisis and by exchange rated adjustment, as the value of assets in which the company had invested dropped drastically, creating an ongoing liquidity crisis. Between 1999-2000, the company underwent debt restructuring and sought new investors to overcome the liquidity crisis. However, it was not possible to eliminate the accumulated losses in the short-run. At the end of 2005 accumulated losses were 678.55 million baht and at the end of 2006 they were 671.12 million baht, making it impossible for the company to pay dividends, as required by law. Shareholders must bear the risk of no dividends in spite of company policy unit such time as accumulated losses are covered. However after the debt restructuring and capital injections (referred to above), the company was able to improve production efficiency, broaden the product offerings, and expand the market, especially fresh vegetable and fruit exports to Europe. During this time, the company had a clear policy of no investments outside the agriculture industry; of selling off peripheral investments; and of managing expenses more effectively. The company expects to achieve operating profitability in the near future. 2. The risk of warrant calls before maturity The latest issue of company warrant for the purchase of ordinary shares has a 5 year maturity ended In July 2006 ,counting from the issue date. After the third of five years, the company can require warrant holders to exercise their right of conversion before full maturity with 3 months prior notice. If warrant holders do not example. The right of conversion ends on the last day designated by the company for such conversion. 3. Exchange rate risk Some 84.97% of the companyûs revenues in 2006 came from exports denominated mostly in such currencies as the US dollar, the Euro, and the British pound. About 52 percent of export revenues are in US dollars, so the strengthening of the baht against the dollar meant lower net baht revenues. Fortunately, approximately 40% of the companyûs Euro-and pound-denominated exports earned extra baht to offset the US dollar depreciation impact. Currently, the company has no foreign debt, thereby, eliminating any exchange rate risk for loans.

√“¬ß“πª√–®”ªï 2549 Annual Report 2006 ∫√‘…—∑ Õ°√‘ ‡æ’¬« ‚Œ≈¥‘ ®”°—¥ (¡À“™π) AgriPure Holdings PublicÈß åCompany Limited

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4. The risk from raw materials price and supply fluctuations Sweet corn and fresh produce, the company没s main raw materials are subject to the whims of weather and seasons, which can affect their volume and quality, as well as to competitive industry buyers and fresh markets. Thus, the company bears a constant supply and price risk that can have an impact on production costs.

Average sweet corn price and yearly percent change

Year

Average Price (baht/kg)

% Change

2000 2001 2002 2003 2004 2005 2006

3.53 3.78 3.75 3.83 3.63 3.81 4.31

8% 7% -1% 2.13% -5.22% 4.96% 13.12%

* The price in 2006 ranged from a low of 4.12 baht/kg to 4.70 baht/kg As an offset to the supply and price risk, the company contracts production with farmers and supplies them with the seeds that will yield the produce desired. In addition, contract farming through advanced agreement stabilizes prices to farmers and cost to the company. When a farmer breaks the agreement and sells to other buyers, he is eliminated as a supplier immediately. This culling of the unreliable suppliers means that those who honor the agreement are reliable, helping provide predictability to the supply of raw material.

Annual Report 2006 AgriPure Holdings Public Company Limited

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Shareholders As of 31 January 2007, the registered and paid-up capital was 2,800.73 million baht with 280.073 million shares outstanding and the principal shareholders were as follows:

Shareholder

Number of shares held

Percentage of shares outstanding

1.

Mr. Bhumipat Dhanavarapitak

21,000,000

7.50

2.

Mr. Suwan Panyapas

13,000,000

4.64

3.

Mr. Chanachai Leenabanjong

11,100,000

3.96

4.

Mr. Adul Boonrod

10,822,500

3.86

5.

Mr. Somkiat Thanapornsangsuthi

8,960,000

3.20

6.

Mr. Sompong Ladkrathum

7,202,500

2.57

7.

Mr. Apiyut Krasin

4,804,300

1.72

8.

Miss. Luksana Jariyawatsakul

4,161,000

1.49

9.

Dr. Thaweesak Watchararakkawong

3,600,000

1.29

3,600,000

1.29

88,250,300

31.52

10. Mr. Banjerd Techaintarawong Combined 10 largest shareholders

√“¬ß“πª√–®”ªï 2549 Annual Report 2006 ∫√‘…—∑ Õ°√‘ ‡æ’¬« ‚Œ≈¥‘ ®”°—¥ (¡À“™π) AgriPure Holdings PublicÈß åCompany Limited

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Company Directors As of the end of 2006, the board had 6 directors, 3 of whom formed the audit committees. Their names are as follows:

1. Mr. Bhumipat

Dhnavarapitak

Chairman (Authorized Signatory)

2. Mr. Monchai

Pongstabadee

Chief Executive Officer (Authorized Signatory)

3. Mr. Roj

Burusratanabhand

Director (Authorized Signatory)

4. Mr. Chookiat

Prateepthong

Independent Director and Audit Committee Chairman

5. Mr. Chirawat

Siriwan

Independent Director and Audit Committee Member

6. Mr. Juti

Phienlumlert

Independent Director and Audit Committee Member

√“¬ß“πª√–®”ªï 2549 Annual Report 2006 ∫√‘…—∑ Õ°√‘ ‡æ’¬« ‚Œ≈¥‘ ®”°—¥ (¡À“™π) AgriPure Holdings PublicÈß åCompany Limited

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Explanation and Analysis of Management 1. Revenue 1.1 Total sales revenue increased from MB 1,611.50 in 2005 to MB 1,622.68 in 2006 or 0.70 percent higher. Sales revenue of sweet corn decreased from MB 986.93 to MB 810.82 or 17.84 percent while sales revenue of fresh vegetables increased from MB 508.13 to MB 695.54 or 29.80 percent in 2005 and 2006, respectively. This was derived from the growth of sales revenue and relatively close to the same proportion of sales revenue of last year because the company had not focused on expansion on the sale volume but the management attempted to manage and expand the sale portions of items that there are high gross profit while the price increase and cost management have been concerned to confront with the appreciation of Baht. 1.2 Other incomes increased from MB 15.27 to MB 17.55 or 14.95 percent. Major transactions recorded were waste from corn and commercial discount. 2. Cost and expenses 2.1 Cost of Goods Sold decreased from MB 1171.52 in 2005 to MB 1,121.75 in 2006 in comply to sales growth and relatively close to the same proportion of sales revenue of last year, from 86.17 percent to 86.57 percent, respectively. Meantime, gross profit margin was MB 174.01 in 2006 comparing with MB 188.09 in 2005 or 7.49 percent lower due to air transportation costs that raised about 29.98 percent or from MB 251.89 in 2005 to MB 327.40 in 2006. 2.2 Selling and administration expenses recorded MB 167.86 or 12.53 percent of sales revenue in 2005 comparing with MB 146.32 or 11.30 percent in 2006. 2.3 Air Transportation expenses which mainly from fresh vegetable business increased in both value and proportion of sales from MB 202.40 or 42.91 percent in 2005 to MB 297.85 or 45.16 percent of fresh vegetables sales revenue in 2006. This was derived from increasing sales and higher rate of airfreight due to oil price. 3. Net Profit Net profit decreased to MB 7.43 in 2006 or decreased about 29.19 percentage comparing to MB 10.49 in 2005.

√“¬ß“πª√–®”ªï 2549 Annual Report 2006 ∫√‘…—∑ Õ°√‘ ‡æ’¬« ‚Œ≈¥‘ ®”°—¥ (¡À“™π) AgriPure Holdings PublicÈß åCompany Limited

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(TRANSLATION)

INDEPENDENT AUDITOR没S REPORT

To the Shareholders and Board of Directors of AGRIPURES HOLDINGS PUBLIC COMPANY LIMITED. Annual Report 2006 AgriPure Holdings Public Company Limited

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(TRANSLATION)

INDEPENDENT AUDITOR没S REPORT To the Shareholders and Board of Directors of AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED. I have audited the accompanying consolidated and the Company only balance sheets as of December 31, 2006 and 2005, and the related consolidated and the Company only statements of income and the statement of changes in shareholder没s equity and the cash flow statements for the year then ended of AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED and its subsidiaries, and also the financial statement of AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED. These financial statements are the responsibility of the company没s management as to their correctness and completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. These standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the consolidated and company financial statements referred to above present fairly, in all material respects, the consolidated and the company没s financial position as of December 31, 2006 and 2005 the results consolidated and the company operations and cash flow for the years then ended of AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED and its subsidiaries, and also the financial statement of AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED respectively in accordance with generally accepted accounting principles. S.K. ACCOUNTANT SERVICES COMPANY LIMITED

(Somchai Kurujitkosol) Authorized Auditor No. 3277 Bangkok, February 23, 2007. Annual Report 2006 AgriPure Holdings Public Company Limited

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AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

ç

BALANCE SHEETS

é

çAs of December 31, 2006 and 2005é Annual Report 2006 AgriPure Holdings Public Company Limited

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AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

BALANCE SHEETS çAs of December 31, 2006 and 2005é CONSOLIDATED 2006 2005 Baht Baht ASSETS CURRENT ASSETS Cash and Cash Equivalent Items Temporary Investment (Note 6, 10) Accounts Receivable - Net (Note 7) Short-term Loan to Related Parties (Note 5.2) Inventories - Net (Note 8) Crops Sown Other Current Assets Spare Parts and Supply Accounts Receivable - Revenue Department Prepaid Expenses Custom Fee Refundable Inventories Deposit Other Receivables Others TOTAL CURRENT ASSETS NON-CURRENT ASSETS Long-term Loan to Associated Company (Note 2.2) Investments in Subsidiary and Associated Companies (Note 9) Long-term Investments Investments in Debt Instrument - Held to Maturity(Note 10) Investments in Related Companies - Net (Note 11) Property, Plant and Equipment - Net (Note 12) Assets Available for Sales (Note 13) Non-Operating Land (Note 14) Other Non-Current Assets Pledged Deposits (Note 15) Others TOTAL NON-CURRENT ASSETS TOTAL ASSETS Notes to financial statements are an integral part of the above statements.

THE COMPANY ONLY 2006 2005 Baht Baht

15,770,997 25,095,201 194,602,263 1,500,000 136,094,058 12,221,066

12,989,284 174,054,300 59,351,660 10,826,579

1,495,377 95,201 -

1,197,088 -

7,617,108 3,439,066 511,272 7,753,258 4,700,000 8,646,021 11,022,467 428,972,777

9,304,403 39,558,455 3,587,087 7,953,306 7,000,000 7,016,622 331,641,696

511,271 40,733 2,142,582

455,090 21,872 1,674,050

18,747

28,376

228,319,249

201,291,919

37,599,249 225,372,909 5,558,380 5,855,000

35,000,000 35,950,727 216,463,256 6,168,288 5,855,000

25,925,737 3,583,446 -

24,277,215 3,818,649 -

2,180,000 3,188,865 79,773,150 708,745,927

1,900,000 3,889,558 305,255,205 636,896,901

834,460 258,662,892 260,805,474

816,830 230,204,613 231,878,663

Annual Report 2006 AgriPure Holdings Public Company Limited

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AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

BALANCE SHEETS çAs of December 31, 2006 and 2005é CONSOLIDATED 2006 2005 Baht Baht LIABILITIES AND SHAREHOLDERûS EQUITY CURRENT LIABILITIES Bank Overdrafts and Short-term Loan from Financial Institution (Note 17) Accounts Payable Unrelated Parties Related Parties (Note 5.2) Short-term Loan from Subsidiary Company (Note 5.2) Current Portion of Non-Current Liabilities Long-term Loan (Note 18) Liabilities under Hire Purchase Agreement (Note 19) Other Current Liabilities Accrued Export Expenses Accured Commission Expenses Other Accrued Expenses Other Payables Accured Corporate Income Tax Deposit Recievable for Inventories Others TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Long-term Loan (Note 18) Liabilities under Hire Purchase Agreement (Note 19) TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES

Notes to financial statements are an integral part of the above statements.

THE COMPANY ONLY 2006 2005 Baht Baht

284,624,213

277,674,072

-

-

67,802,616 3,500,000 -

56,121,719 -

20,000,000

16,000,000

1,547,286

6,146,218 657,312

692,664

657,312

30,201,338 9,811,980 9,937,267 6,073,190 15,223,680 24,251,376 4,978,979 457,951,925

27,073,803 11,681,942 6,589,568 12,156,144 1,203,044 8,317,046 407,620,868

260,869 862,767 21,816,300

193,060 572,461 17,422,833

3,234,692 3,234,692 461,186,617

1,930,876 1,930,876 409,551,744

1,240,635 1,240,635 23,056,935

1,930,876 1,930,876 19,353,709

Annual Report 2006 AgriPure Holdings Public Company Limited

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AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

BALANCE SHEETS çAs of December 31, 2006 and 2005é CONSOLIDATED

SHAREHOLDERûS EQUITY Share Capital Authorized Share Capital 285,201,600 Ordinary Shares Par Value Baht 10.00 Issued and Paid-up Share Capital (Note 20) 280,072,719 Ordianary Shares Par Value Baht 10.00 (2005 : 269,324,572 Ordianary Shares Par Value Baht 10.00) Premium on Share Capital Discounts on Share capital Surplus from Land Revaluation of Subsidiary Company Unrealized Gain on Securitieûs Available for Sales Retained Earnings (Deficit) Appropriated Legal Reserve Unappropriated Minority Shareholderûs Interest TOTAL SHAREHOLDERSû EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Notes to financial statements are an integral part of the above statements.

THE COMPANY ONLY

2006 Baht

2005 Baht

2006 Baht

2005 Baht

2,852,016,000

2,852,016,000

2,852,016,000

2,852,016,000

2,800,727,190 274,000,000 (2,209,409,207) 43,171,068 63,017

2,693,245,720 274,000,000 (2,119,662,180) 43,171,068 -

2,800,727,190 274,000,000 (2,209,409,207) 43,171,068 63,017

2,693,245,720 274,000,000 (2,119,662,180 43,171,068 -

319,345 (671,122,874) 9,810,771 247,559,310 708,745,927

319,345 (678,548,999) 14,820,203 227,345,157 636,896,901

319,345 (671,122,874) 237,748,539 260,805,474

319,345 (678,548,999 212,524,954 231,878,663

Annual Report 2006 AgriPure Holdings Public Company Limited

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AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

INCOME STATEMENTS çFor the year, ended on December 31, 2006 and 2005é CONSOLIDATED

REVENUES FROM OPERATION Revenue from Sales Other Income Participating Profit in Subsidiary Company TOTAL REVENUES EXPENSES FROM OPERATION Cost of Goods Sold Selling and Administrative Expenses Transportation Expenses Directorûs Remuneration Participating Loss in Associated Company TOTAL EXPENSES PROFIT BEFORE INTEREST EXPENSES AND CORPORATE INCOME TAX INTEREST EXPENSES CORPORATE INCOME TAX (Note 22) NET PROFIT Less MINORITY SHAREHOLDERSû INTEREST IN NET PROFIT AGRIPURE HOLDING PUBLIC COMPANY LIMITEDûS NET PROFIT Primary Earnings (Loss) per Share (Unit : Baht) Weighted Average Number of Ordinary Share (Unit : Shares)

(Note 23) (Note 23)

Diluted Earnings (Loss) per Share (Unit : Baht) (Note 23) Diluted Weighted Average Number of Ordinary Share (Unit : Shares) (Note 23)

Notes to financial statements are an integral part of the above statements.

THE COMPANY ONLY

2006 Baht

2005 Baht

2006 Baht

2005 Baht

1,622,682,502 17,552,431 1,640,234,933

1,611,501,858 15,269,309 1,626,771,167

1,766,654 27,027,329 28,793,983

913,511 25,007,597 25,921,108

1,121,267,028 145,923,999 327,404,334 382,000 9,629 1,594,986,990 45,247,943 (18,822,230) (11,509,020) 14,916,693 (7,490,568) 7,426,125

1,171,530,434 167,677,391 251,886,906 160,000 10,041 1,591,264,772 35,506,395 (9,130,937) (9,989,116) 16,386,342 (5,898,608) 10,487,734

19,780,747 382,000 20,162,747 8,631,236 (1,205,111) 7,426,125 7,426,125

14,892,914 160,000 15,052,914 10,868,194 (380,460) 10,487,734 10,487,734

0.03 276,112,239

0.04 269,320,772

0.03 276,112,239

0.04 269,320,021

0.03 276,112,239

0.04 274,678,256

0.03 276,112,239

0.04 274,678,256

Annual Report 2006 AgriPure Holdings Public Company Limited

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AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

STATEMENTS OF CHANGES IN SHAREHOLDERûS EQUITY çFor the year, ended on December 31, 2006 and 2005é CONSOLIDATED Issued and Premium on Discount on Surplus from Unrealized Gain on Retained Earnings (Deficit) Minority Paid-up Share Capital Share Capital Land Securities - Available Shareholderûs Share Capital Revaluation for Sales Legal Reserve Unappropriated Interest Baht Balance as of December 31, 2004 Increase Share Capital (Note 21) Net Profit Dividend Balance as of December 31, 2005 Increase Share Capital(Note 21) Unrealized Gain on Securitieûs Available for Sale Net Profit Dividend Balance as of December 31, 2006

Baht

Baht

Baht

Baht

Baht

Baht

Total

Baht

Baht

2,693,200,210 7,510 -

274,000,000 (2,119,624,180) -

43,171,068 -

-

319,345 (689,036,733) 10,487,734 -

15,171,595 5,898,608 (6,250,000)

217,201,305 7,510 16,386,342 (6,250,000)

2,693,207,720 107,519,470

274,000,000 (2,119,624,180) - (89,785,027)

43,171,068 -

-

319,345 (678,548,999) -

14,820,203 -

227,345,157 17,734,443

-

-

63,017 -

-

7,426,125 -

7,490,568.00 (12,500,000)

63,017 14,916,693 (12,500,000)

274,000,000 (2,209,409,207)

43,171,068

63,017

319,345

(671,122,874

9,810,771

247,559,310

2,800,727,190

-

Notes to financial statements are an integral part of the above statements.

Annual Report 2006 AgriPure Holdings Public Company Limited

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AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

STATEMENTS OF CHANGES IN SHAREHOLDERûS EQUITY çFor the year, ended on December 31, 2006 and 2005é THE COMPANY ONLY

Balance as of December 31, 2004 Increase Share Capital (Note 21) Net Profit Balance as of December 31, 2005 Increase Share Capital (Note 21)

Issued and Paid-up Share Capital

Premium on Share Capital

Discount on Share Capital

Baht

Baht

Baht

Surplus from Unrealized Gain on Retained Earnings (Deficit) Land Securities - Available Revaluation for Sales Legal Reserve Unappropriated Baht

Baht

Baht

Total

Baht

Baht

2,693,200,210

274,000,000

(2,119,624,180

43,171,068

-

319,345

(689,036,733)

202,029,710

7,510

-

-

-

-

-

-

7,510

-

-

-

-

-

-

10,487,734

10,487,734

274,000,000 (2,119,624,180)

43,171,068

-

319,345

(678,548,999)

212,524,954

2,693,207,720 107,519,470

-

(89,785,027)

-

-

-

-

17,734,443

AvailableFor Sale

-

-

-

-

63,017

-

-

63,017

Net Profit

-

-

-

-

-

-

7,426,125

7,426,125

274,000,000 (2,209,409,207)

43,171,068

63,017

319,345

(671,122,874)

237,748,539

Unrealized Gain Securities

Balance as of December 31, 2006

2,800,727,190

Notes to financial statements are an integral part of the above statements.

Annual Report 2006 AgriPure Holdings Public Company Limited

18


AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

CASH FLOW STATEMENTS çFor the year, ended on December 31, 2006 and 2005é CONSOLIDATED 2006 2005 Baht Baht CASH FLOW FROM OPERATING ACTIVITIES Net Profit Adjustment to Net Profit for Cash Receipts (Paid) from Operation Doubtful Debt - Trade Accounts Receivable Reversal of Allowance for Dilapidated Inventories Reversal of Allowance for Impairment of Investments in Related Companies Unrealized Loss from Exchange Rate Write Off Other Non-Current Assets Amortization - Crops Sown Amortization - Hire Purchase Interest Depreciation Amortization - Assets Available for Sales (Gain) Loss from Disposal of Fixed Assets Loss from Fixed Assets Written Off Participating Profit in Subsidiary Company Participating Loss in Associated Company Minority Shareholderûs Interest Profit (Loss) from Operating before Change in Operating Assets And Liabilities (Increase)Decrease in Accounts Receivable (Increase)Decrease in Inventories (Increase)Decrease in Crops Sown (Increase)Decrease in Other Current Assets (Increase)Decrease in Non-Other Current Assets Increase(Decrease) in Accounts Payable - Unrelated Parties Increase(Decrease) in Accounts Payable - Related Parties Increase(Decrease) in Non-Other Current Liabilities Net Cash Provided from (Used in) Operating Activities

THE COMPANY ONLY 2006 2005 Baht Baht

7,426,125

10,487,734

7,426,125

10,487,734

2,201,514 (2,630,374)

1,182,501 (3,938,534)

-

20,811 -

(1,648,521) 863,433 963,932 763,557 28,242,942 609,908 192,116 10 9,629 7,490,568

(865,312) 782,789 36,380 25,798,095 1,107,867 (1,098,565) 10,041 5,898,608

(1,648,521) 122,639 905,945 6 (27,036,959) 9,629 -

(865,312) 292,485 (25,017,638) 10,041 -

44,484,839 (23,612,910) (74,112,024) (2,358,419) 30,730,681 700,693 11,680,897 3,500,000 33,456,263 24,470,020

39,401,604 (1,198,835) 78,719,661 (851,066) (45,250,262) 302,067 (2,143,322) (999,992) (29,812,323) 38,167,532

(20,221,136) (75,042) (17,630) 358,115 (19,955,693)

(15,071,879) (40,679) (146,251) 545,722 (14,713,087)

Annual Report 2006

Notes to financial statements are an integral part of the above statements.

AgriPure Holdings Public Company Limited

19


AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

CASH FLOW STATEMENTS çFor the year, ended on December 31, 2006 and 2005é CONSOLIDATED 2006 2005 Baht Baht

THE COMPANY ONLY 2006 2005 Baht Baht

CASH FLOW FROM INVESTING ACTIVITIES Cash paid for Fixed Assets Purchasing Cash provided from Disposal of Fixed Assets Cash paid for Investing in Temporary Investment Cash paid for Investing in Debt Instrument - Held to Maturity Cash provided from Redemption of Debt Instrument - Held to Maturity Cash paid for Investing in Related Parties Cash paid for Loan to Related Parties Cash paid for Pledged Deposits Net Cash Provided from (Used in) Investing Activities

(35,677,113) 877,390 (32,184) 10,000,000 (1,500,000) (280,000) (26,611,907)

(19,940,038) 3,357,168 (10,000,000 (11,250,000) (323,726) (38,156,596)

(670,749) (32,184) (702,933)

(310,863) 1,342,097 1,031,234

CASH FLOW FROM FINANCING ACTIVITIES Cash provided from Increased Share Capital Dividend paid to Minority Shareholderûs Interest Cash paid for Liabilities under Hire Purchase Agreement Cash provided from Loan from Related Parties Cash paid for Loan from Related Parties Repayment Increase (Decrease) in Bank Overdrafts and Loans from Financial Institutions Net Cash Provided from (Used in) Financing Activities

17,734,443 (12,500,000) (1,114,766) (6,146,218) 6,950,141 4,923,600

7,510 (6,250,000) (1,161,812) (29,860,677) 30,640,185 (6,624,794)

17,734,443 (777,528) 16,500,000 (12,500,000) 20,956,915

7,510 (1,161,812) 16,000,000 14,845,698

CASH AND CASH EQUIVALENT ITEMS INCREASE (DECREASE) - NET CASH AND CASH EQUIVALENT ITEMS AT THE BEGINNING OF PERIOD CASH AND CASH EQUIVALENT ITEMS AT THE ENDING OF PERIOD

2,781,713 12,989,284 15,770,997

(6,613,858) 19,603,142 12,989,284

298,289 1,197,088 1,495,377

1,163,845 33,243 1,197,088

Annual Report 2006

Notes to financial statements are an integral part of the above statements.

AgriPure Holdings Public Company Limited

20


AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

CASH FLOW STATEMENTS çFor the year, ended on December 31, 2006 and 2005é CONSOLIDATED

Additional Disclosure 1. Cash paid during the period ● Interest Expense ● Corporate Income Tax 2. Non-Cash Items 2.1 Hire Purchased Fixed Assets during the Period Cost of Hire Purchased Fixed Assets Less Dowm payment Liabilities under Hire Purchase Agreement 2.2 During the period, ended on December 31,2005, Property, Plant and Equipment had transferred to Assets Available for Sales in amount of Baht 0.82 million and Non-Operating Land in amount of Baht 1.28 million. 3. Cash and Cash Equivalent Items consist of: Cash Saving Deposit Accounts Current Deposit Accounts Fixed Deposit Accounts Total

THE COMPANY ONLY

2006 Baht

2005 Baht

2006 Baht

2005 Baht

17,717,684 6,638,874

8,825,411 18,387,429

987,705 -

35,364 4,127

3,378,280 (249,750) 3,128,530

-

-

-

256,911 14,686,536 679,107 148,443 15,770,997

85,503 6,573,071 6,198,835 131,875 12,989,284

5,000 1,511,531 (21,154) 1,495,377

5,000 1,192,588 (500) 1,197,088

Annual Report 2006

Notes to financial statements are an integral part of the above statements.

AgriPure Holdings Public Company Limited

21


AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

NOTES TO FINANCIAL STATEMENTS

çAs of December 31, 2006 and 2005é Annual Report 2006 AgriPure Holdings Public Company Limited

22


AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

NOTES TO FINANCIAL STATEMENTS As of December 31, 2006 and 2005

1.

Basis of Financial Statements Preparation

1.1 The financial statements were prepared in accordance with the generally accepted accounting principles under the Accounting Act B.E. 2543 which is the accounting standard determined under the Accounting Profession Act B.E. 2547. The classification in the financial statements are in compliance with the notification of the Department of Commercial Registration, Definition of the abbreviated components required in the financial statements B.E. 2544 and the determination of the Securities and Exchange Commission on the subject of preparation and presentation of the financial reports. 1.2 In order to prepare the financial statements to comply with generally accepted accounting standards, the company没s management had to make some estimates and suppositions which may have an effect on the amount shown for revenue, expenses, assets and liabilities and also on the disclosures concerning contingent assets and liabilities, therefore the actual result may differ the estimated amount. 1.3 For the convenience of the consolidated and company financial statements users, the financial statements are translated into English from the statutory financial statements that are prepared in Thai. 1.4 The consolidated financial statement for the year ended on December 31, 2005 have been reclassified in order to facilitate comparative analysis with those financial statements ended on December 31, 2006, which there is no any impact on the shareholder没s equity and net profit as follows: Baht CONSOLIDATED INCOME STATEMENTS Revenue from Sales Other Income Cost of Goods Sold Selling and Administrative Expense

1,630,945 (1,630,945) 1,628,007 (1,628,007)

Annual Report 2006 AgriPure Holdings Public Company Limited

23


2.

General Information

Agripure Holdings Public Co., Ltd. is established as company limited in accordance with Thai law and registered to convert into public company limited on June 9, 1994 in registration no. 0107537002079 (former no. Bor Mor Jor 454) while there is operational place located at no. 52, Thaniya Plaza Building, floor 21st, Silom Road, Suriyawong Subdistrict, Bangrak District, Bangkok. The Company operates on the holding company and business in Thailand while there is main business of production and distribution of agro products which operates via subsidiaries. The staff data as of December 31, 2006 and 2005 are as follows:

CONSOLIDATED

Average Employees (Persons) Employee Expenses (Million Baht) For the year, ended on December 31

THE COMPANY ONLY 2006 2005

2006

2005

1,582

1,608

7

11

165.83

155.41

10.83

7.41

√“¬ß“πª√–®”ªï Annual Report 2549 2006 ∫√‘…—∑ Õ°√‘ ‡æ’¬« ‚Œ≈¥‘ ®”°—¥ (¡À“™π) AgriPure Holdings PublicÈß åCompany Limited

24


3.

Summary of Significant Accounting Policies

3.1

Revenue recognition ● Revenue from Sales is recognized when the goods are delivered. ● Interest Income is recognized by the portion of period and computed from the remaining principal. ● Dividend Income is recognized when obtain the right to receive the dividend.

3.2

Expense recognition ● Expenses are recognized on accrual basis.

3.3

Cash and Cash Equivalent Items Cash and Cash Equivalent Items include bank deposit in type of saving, current, and not exceed three-month fixed deposit which no guarantee obligation.

3.4

Accounts Receivable, Other Receivable, and Doubtful Debts Accounts Receivable and Other Receivable are valuated by net realized value, the Company records Allowance for doubtful debt which approximated loss that may incur from uncollectible of receivable. It is considered from historical collection experience and by the present situation of the remaining receivable as of the balance sheets date. 3.5

Inventories Inventories are valuated by the weighted average cost method or net realized value which is lower. Crops Sown is expenses concerning to cultivate vegetable and fruit that presented at cost which will be allocated as cost of vegetable and fruit of each crop that will give a product in the next season. 3.6

Investments Investments in marketable equity instrument that the Company holds as available for sales are valuated by fair value which calculated on the balance sheets date by the latest bid of the last official day of the Stock Exchange of Thailand. The Company recognizes the changing in its valuation as separated item under the shareholderûs equity in the balance sheets. Investments in unmarketable equity instrument that the Company holds as general investments are valuated at cost. In case of the loss from impairment incurred, it will be recognized in the related income statements. Investments in debt instrument - held to maturity are presented by amortized cost. Investments in subsidiary and associated companies are recorded by equity method. The excess of Investments in subsidiary companies on their net assets book values as of purchased date have been presented as assets in the consolidated balance sheets which amortized by straight-line method within 5 years.

Annual Report 2006 AgriPure Holdings Public Company Limited

25


3.7

Property, Plant and Equipment Property, Plant and Equipment on the initial recognition are recorded by historical cost deducted by accumulated depreciation, and depreciated on a straight-line method by approximate useful life as follows: Building Land and Building Improvements Machines and Equipment Furniture and Fittings Office Equipment Vehicle Other

10-20 3-10 5-10 5-10 3-10 5 10

Years Years Years Years Years Years Years

The Company did not carry depreciation for land and assets in construction. Revaluated Land is recorded by fair values which are defined by an independent appraiser. The company holds policy that an independent professional appraiser will revalue such assets occasionally. If there are any other factors which materially affect the value of assets, the Company will arrange new appraisal by an independent professional appraiser in that year. The differences arising from revaluation are dealt with in the financial statements as follows: ● When an assetûs carrying amount is increased as a result of the revaluation, the increase is credited directly to equity under the heading of çSurplus from Revaluationé. However, a revaluation increase is recognized as income to the extent that it reverses a revaluation decrease of the same asset previously recognized as an expense. ● When an assetûs carrying amount is reduced as a result of the revaluation, the decrease is recognized as an expense. However, a revaluation decrease is charged directly against the related çSurplus from Revaluationé to the extent that the decrease does not exceed the amount held in the surplus from revaluation in respect of that same asset. 3.8 Financial leased contract The contract of leased assets†carried the risk and owner remuneration is mainly transferred to leasers will be classified as financial leased contract. The contract of financial lease is recorded as capital expenditure by fair value of leased asset or present value of minimum amount which has to repay in accordance with the leased contract whichever amount†is lower.†The amount which has to repay in each time is divided as liability portion and financial†expenditure so that fixed interest rate over outstanding overdue liability of obligation burden in accordance with the financial leased contract will be recorded as long term liability.† Interest payable will†be recorded in the statement of income throughout the leased contract life.†Asset which†acquired by financial leased contract will be depreciated in accordance with the estimated useful life of those assets.

Annual Report 2006 AgriPure Holdings Public Company Limited

26


3.9

Impairment The outstanding amount of assets is reviewed the impairment value at the ended period of balance sheets. It will estimate assets value in case of the assets assume to receive back by recognized loss in impairment when the accounting value of assets or the accounting value of assets unit recognized cash and was higher than the value of the assets assume to receive back. Loss will be recorded to impairment in statements of income 3.10 Provision of liabilities The Company recognized in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 3.11 Foreign currencies Items denominated in foreign currencies are recorded in Baht at exchange rates prevailing on date the transactions occur, while the remaining balance of assets and liabilities denominated in foreign currencies at the ended of period are translated into Baht at prevailing rates at the ended of period date and the resulted profit or loss from such translation is included in the related income statement. 3.12 The financial instrument The financial instrument and the financial assets reflected in the balance sheet consist of cash and bank deposit, trade accounts receivable. Financial liabilities reflected in the balance sheet consist of overdraft, trade accounts payable, liability under the contract of hire- purchase which the particular accounting policy for each transaction is separately disclosed in each related caption. 3.13 Earnings (Loss) per share Primary earnings (loss) per share are computed by division of net profit (loss) for the year by weighted average number of ordinary shares which are issued and paid-up during the year. Diluted earnings (loss) per share are computed by division of net profit (loss) for the year by aggregate result of weighted average number of shares which are issued during the year plus weighted average number of ordinary shares which the Company has to issue so as for conversion of equivalent diluted ordinary shares to ordinary shares as if the Company has converted to ordinary shares as of the beginning date of the year or as of the date the Company issues equivalent ordinary shares.

Annual Report 2006 AgriPure Holdings Public Company Limited

27


4.

Basis of Consolidation

4.1 In preparation of the consolidated financial statements, the Company will only take its subsidiary company which is under the main control of AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED into account, after having eliminated the remaining balances and transactions among themselves, The Company holds shares in subsidiary company with the percentage of shareholdings in subsidiaries as follows: Company没s Name

River Kwai International Food Industry Co., Ltd.

Percentage of Shareholdings As of As of December 31, 2006 December 31, 2005

Country of Registration

Category

Manufacturing and distribution of canned sweet corns, fresh vegetable and fruit products

99.99%

99.99%

Thailand

Sweet Corn Products Co., Ltd. (Owned by River Kwai International Food Industry Co., Ltd.)

75.00%

75.00%

Thailand

Breeding and distribution of corn seeds

Agrifresh Limited (Owned by River Kwai International Food Industry Co., Ltd.)

100.00%

100.00%

Thailand

Sales of fresh vegetable and fruit products

4.2 The accounting period ended of the above subsidiary companies are the same as the AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED. Investments in subsidiary companies with the shareholdings from 99.90% are treated as holdings of 100% in preparation of consolidated financial statements. 4.3 The preparation of consolidate financial statement were eliminated significant inter-assets and liabilities and inter-transactions. 4.4 Accounting policy for the subsidiary companies will utilize the same policy as that of the AGRIPURE HOLDINGS PUBLIC COMPANY LIMITED in the preparation of the consolidated financial statements.

Annual Report 2006 AgriPure Holdings Public Company Limited

28


5.

Inter-Transactions with Related Parties

The Company holds accounting transactions incurred with related parties, which comprise the same group of shareholders and common directors. Remaining balances and inter-transactions between the Company and its related entities are as follows: 5.1

Inter-Revenues and Expenses THE COMPANY ONLY For the year, ended on December 31, 2006 December 31, 2005 Baht Baht Interest Expenses River Kwai International Food Industry Co., Ltd.

5.2

1,082,473

345,096

Inter-Assets and Liabilities CONSOLIDATED As of December 31, 2006 December 31, 2005 Baht Baht Short-term Loans to S B Agro Supplies Co., Ltd. Long-term Loans to General Business Center Co., Ltd. Long-term Loans Less Allowance for Doubtful Account Net Accounts Payable Sweet Seeds Co., Ltd. Short-term Loans from River Kwai International Food Industry Co., Ltd. Accrued Interest River Kwai International Food Industry Co., Ltd.

THE COMPANY ONLY As of December 31, 2006 December 31, 2005 Baht Baht

1,500,000

-

-

-

17,256,511 (17,256,511) -

17,256,511 (17,256,511) -

17,256,511 (17,256,511) -

17,256,511 (17,256,511) -

3,500,000

-

-

-

20,000,000

16,000,000

-

-

439,863

345,096

-

Annual Report 2006 AgriPure Holdings Public Company Limited

29


The Consolidated Financial Statements as of December 31, 2006, it has movement in Loans to related parties as follows: As of December 31, 2005 Baht Short-term Loans to S B Agro Supplies Co., Ltd. Long-term Loans to General Business Center Co., Ltd.

During the Period Increase Baht

(Decrease) Baht

As of December 31, 2006 Baht

-

1,500,000

-

1,500,000

17,256,511

-

-

17,256,511

As of December 31, 2006, the whole amount of Short-term Loans to S B Agro Supplies Co., Ltd. was by Sweet Seeds Co., Ltd. which is subsidiary company with no interest charge.

The Company Financial Statements as of December 31, 2006, it has movement in Loans to and Loans from related parties as follows: As of December 31, 2005 Baht Long-term Loans to General Business Center Co., Ltd. Short-term Loans from River Kwai International Food Industry Co., Ltd.

During the Period Increase Baht

(Decrease) Baht

As of December 31, 2006 Baht

17,256,511

-

-

17,256,511

16,000,000

16,500,000

(12,500,000)

20,000,000

Annual Report 2006 AgriPure Holdings Public Company Limited

30


The Company Financial Statements as of December 31, 2005, it has movement in Loans to and Loans from related parties as follows: As of December 31, 2005 Baht Long-term Loans to General Business Center Co., Ltd. Short-term Loans from River Kwai International Food Industry Co., Ltd.

During the Period Increase Baht

(Decrease) Baht

As of December 31, 2006 Baht

17,256,511

-

-

17,256,511

-

16,000,000

-

16,000,000

As of December 31, 2006 and 2005, the Long-term Loans to General Business Center Co., Ltd. was loans with no interest and repayment period are stipulated which has not yet commenced its operations. However, the management of the Company has already set aside a full provision for these loans. As of December 31, 2006 and 2005, the whole amount of Loans from River Kwai International Food Industry Co., Ltd. was loans in the form of promissory notes at call with 6.50% interest rate per annum. 5.3

Company Relationship Consist of: Company Name River Kwai International Food Industry Co., Ltd. General Business Center Co., Ltd. Sweet Seeds Co., Ltd. S B Agro Supplies Co., Ltd.

Relationship Subsidiary Company - Direct holding Associated Company - Direct holding Related Company - Indirect holding Related Company by Subsidiary Director

Annual Report 2006 AgriPure Holdings Public Company Limited

31


6.

Temporary Investment

Consist of:

CONSOLIDATED As of December 31, 2006 December 31, 2005 Baht Baht Marketable Securities - Available for Sales PAE (Thailand) Public Co., Ltd. Main Board Foreign Board Current portion of Investment in Debt Instrument - Held to Maturity Savings Lottery Total

THE COMPANY ONLY As of December 31, 2006 December 31, 2005 Baht Baht

71,201 24,000

24,000

71,201 95,201

95,201

25,000,000 25,095,201

-

95,201

-

Annual Report 2006 AgriPure Holdings Public Company Limited

32


7.

Accounts Receivable - Net

As of December 31, 2006 and 2005, are classified by aging overdue as follows: CONSOLIDATED As of December 31, 2006 December 31, 2005 Baht Baht Accounts Receivable Undue Overdue ● Less than 90 days ● Over 91 days but not over 120 days ● Over 121 days but not over 365 days ● Over 365 days Total Less Allowance for Doubtful Debts Net

THE COMPANY ONLY As of December 31, 2006 December 31, 2005 Baht Baht

144,492,617

106,904,900

-

-

26,937,021 3,606,279 21,309,203 28,997,280 225,342,400 (30,740,137) 194,602,263

56,886,929 2,346,031 6,657,969 29,797,093 202,592,922 (28,538,622) 174,054,300

-

-

Annual Report 2006 AgriPure Holdings Public Company Limited

33


8.

Inventories - Net

Consist of: CONSOLIDATED As of December 31, 2006 December 31, 2005 Baht Baht Finished Goods Work in Process Raw Materials Packaging Total (Less) Allowance for dilapidated inventories Net

104,055,045 6,115,689 2,165,238 32,271,962 144,607,934 (8,513,876) 139,094,058

30,421,809 3,963,656 1,881,645 34,228,800 70,495,910 (11,144,250) 59,351,660

THE COMPANY ONLY As of December 31, 2006 December 31, 2005 Baht Baht 124,896 124,896 (124,896) -

124,896 124,896 (124,896) -

The Consolidated Financial Statements as of December 31, 2006 and 2005, a part of inventories amount of Baht 40 million and the whole amount, respectively, was use by a subsidiary company as collateral for credit received from commercial banks as in Note 17 and Note 18.

Annual Report 2006 AgriPure Holdings Public Company Limited

34


9.

Investments in Subsidiary and Associated Companies As of December 31, 2006, the Company had held the investments in its subsidiary and associated companies as follows:

Investment Cost Method Company没s Name

Paid-up Capital

Dividend

Percentage of Consolidate The Company Consolidate The Company Consolidate The Company Shareholding Only Only Only

Baht Subsidiary Company River Kwai International Food Industry Co., Ltd. 370,000,000 Associated Company General Business 3,750,000

Investment Equity Method

Baht

Baht

Baht

Baht

Baht

Baht

99.99

-

370,000,000

-

228,300,502

-

-

48.00

7,450,000 7,450,000

7,450,000 377,450,000

18,747 18,747

18,747 228,319,249

-

-

Annual Report 2006 AgriPure Holdings Public Company Limited

35


As of December 31, 2005, the Company had held the investments in its subsidiary and associated companies as follows:

Investment Cost Method Companyûs Name

Paid-up Capital

Dividend

Percentage of Consolidate The Company Consolidate The Company Consolidate The Company Shareholding Only Only Only

Baht Subsidiary Company River Kwai International Food Industry Co., Ltd. 370,000,000 Associated Company General Business 3,750,000

Investment Equity Method

Baht

Baht

Baht

Baht

Baht

Baht

99.99

-

370,000,000

-

201,264,543

-

-

48.00

7,450,000 7,450,000

7,450,000 377,450,000

28,376 28,376

28,376 201,291,919

-

-

In accordance with the Minute of Annual General Meeting of 2006 on April 28, 2006, of Sweet Corn Products Co., Ltd. It was resolved unanimously to allot retained profit to dividends to shareholders at Baht 100.00 per share, totaling Baht 50.0 million. Presently, a part of dividends in amount of Baht 25.0 million was paid; the remaining in amount of Baht 25.0 million was divided as follows: 1. Minority Shareholders, 125,000 shares, determined in accrued dividend totaling Baht 6.25 million, will paid to the full within September 2006 which Sweet Seeds Co., Ltd. had paid in Quarter 4th of 2006 completely. 2. Majority Shareholders (River Kwai International Food Industry Co., Ltd.), 375,000 shares, determined in accrued dividend totaling Baht 18.75 million, will divide as follows: ● Quarterly paid in amount of Baht 9,735,000.00. ● In case of Sweet Corn Products Co., Ltd. is unable to manage its cash flow adequately for dividends paid to major shareholder, it will issue promissory notes at call with market interest rate charged. ● When Sweet Corn Products Co., Ltd. is able to manage its cash flow, it will repay the remaining and change promissory notes always until dividends are paid completely. As Extraordinary General Shareholder Meeting No. 1/2549 on November 2, 2006 of Sweet Corn Product Co., Ltd., has a unanimous resolution to cancel the promissory note issuance for dividend payable, and propose to pay that remaining dividend payable within April 30, 2007.

Annual Report 2006 AgriPure Holdings Public Company Limited

36


10.

Investments in Debt Instrument - Held to Maturity

Consist of: CONSOLIDATED As of December 31, 2006 Baht Other Investments - Savings Lottery Less Current portion that matured within 1 year Net

25,000,000 (25,000,000) -

As of December 31, 2005 Baht 35,000,000 35,000,000

The Consolidated Financial Statements as of December 31, 2006, the whole amount was investments of a subsidiary in saving lottery of Government Saving Bank 700,000 unit of Baht 50 each which can be redeemed in 2007 and 2008. For this, as of December 31, 2005, such subsidiary pledged some portion of saving lottery in amount of Baht 10.0 million to guarantee against short-term loan which received from one financial institute pursuant to the Note 17.

√“¬ß“πª√–®”ªï 2549 Annual Report 2006 ∫√‘…—∑ Õ°√‘ ‡æ’¬« ‚Œ≈¥‘ ®”°—¥ (¡À“™π) AgriPure Holdings PublicÈß åCompany Limited

37


11.

Investments in Related Companies - Net

Consist of: Company没s interest in equity capital

Consolidated As of

December 31,2006 December 31,2005 December 31,2006 December 31, 2005 % Agro Town Co., Ltd. 1.3 Gold Master Public Co., Ltd. 4.5 GMS Power Public Co., Ltd. 0.7 Sweet Seeds Co., Ltd. 12.52 (Owned by Sweet Corn Products Co., Ltd.) Siam Del Monte Co., Ltd. 7.50 (Owned by River Kwai International) Food Industry Co., Ltd.) Total Less Allowance for impairment loss Net

%

The Company Only As of December 31,2006 December 31,2005

Baht

Baht

Baht

Baht

1.3 4.5 0.7 12.52

3,390,000 31,050,000 54,000,000 751,500

3,390,000 31,050,000 54,000,000 751,500

3,390,000 31,050,000 54,000,000 -

3,390,000 31,050,000 54,000,000 -

7.50

11,250,000

11,250,000

-

-

100,441,500 (62,842,251) 37,599,249

100,441,500 (64,490,773) 35,950,727

88,440,000 (62,514,263) 25,925,737

88,440,000 (64,162,785) 24,277,215

Annual Report 2006 AgriPure Holdings Public Company Limited

38


12.

Property, Plant and Equipment - Net

Consist of: THE CONSOLIDATE Land Machines Improvements Furniture and Office and and Equipments Fittings Equipments Improvements Cost As of December 132,598,065 158,637,665 4,344,869 21,238,116 Purchases/Transfer In 8,113,221 20,412,326 513,279 2,130,914 Disposal/Transfer Out (2,223,134) (3,600) (58,290) As of December 31, 2006 140,711,286 176,826,857 4,854,548 23,310,740 Accumulated Depreciation As of December 31,2005 (25,393,335) (80,070,237) (3,261,463) (10,471,504) Disposal 1,535,292 799 49,952 Depreciation for the year as in the Income Statement (3,932,838) (17,585,742) (259,601) (1,864,249) As of December 31, 2006 (29,326,173) (96,120,687) (3,520,265) (12,285,801) Net Book Value As of December 31, 2005 107,204,730 78,567,428 1,083,406 10,766,612 As of December 31, 2006 111,385,113 80,706,170 1,334,283 11,024,939 Depreciation as in the Income Statement for the year, ended on December 31, 2006 2005

Vehicles

Fixed Assets in Other Construction Fixed Assets

Total Cost

25,227,819 4,060,280 (1,559,212) 27,728,887

6,311,808 16,094,311 (14,531,958) 7,847,161

3,316,234 1,429,738 4,745,972

351,674,576 52,754,069 (18,376,194) 386,052,451

(14,142,621) 1,188,677

-

(1,872,160) -

135,211,320 2,774,720

(4,309,621) (17,263,520)

-

(290,936) (2,163,096)

(28,242,942) (160,679,542)

11,085,198 10,465,367

6,311.81 7,874,161

1,444,074 2,582,876

216,463,256 225,372,909 28,242,942 25,798,095

Annual Report 2006 AgriPure Holdings Public Company Limited

39


THE CONSOLIDATE ONLY Land Machines Improvements Furniture and Office and and Equipments Fittings Equipments Improvements Cost As of December 31, 2005 2,009,860 1,976,698 Purchases/Transfer In 264,608 100,912 Disposal/Transfer Out As of December 31, 2006 2,274,468 2,077,610 Accumulated Depreciation As of December 31,2005 (1,991,858) - (1,976,538) Disposal Depreciation for the year as in the Income Statement (78,502) (6,726) As of December 31, 2006 (2,070,360) - (1,983,264) Net Book Value As of December 31, 2005 18,002 160 As of December 31, 2006 204,108 94,346 Depreciation as in the Income Statement for the year, ended on December 31, 2006 2005

Vehicles

Fixed Assets in Other Construction Fixed Assets

Total Cost

3,906,455 305,228 4,211,683

5,733,275 (249,652) 5,483,623

-

1,279,698 1,279,698

14,905,986 670,748 (249,652) 15,327,082

(3,626,798) -

(2,233,254) 249,646

-

(1,258,899) -249,646

(11,087,337)

(50,037) (3,676,835)

(750,000) (2,733,608)

-

(20,680) (1,279,579)

(905,945) (11,743,636)

279,657 534,848

3,500,021 2,750,015

-

20,809 119

3,818,649 3,583,446 905,945 292,485

The Consolidated Financial Statements as of December 31, 2006 and 2005, River Kwai International Food Industry Co., Ltd. has pledged most of the land and construction, the machinery and equipment in total amount of Baht 178.83 million and Baht 187.52 million as collateral for credit received from domestic commercial banks as in Note 17 and Note 18, and has a some part of the land as collateral for credit sale discount cheque to Sweet Corn Products Co., Ltd. which is subsidiary company as in Note 26.3.5. The Consolidated Financial Statements as of December 31, 2006 and 2005, the Company have had assets with the depreciation fully calculated but still in use which show a cost value of Baht 54.02 million and Baht 40.16 million, respectively which the net book value is Baht 2,066 and Baht 1,921, respectively. The Company Financial Statements as of December 31,2006 and 2005, the Company have had assets with the fully depreciated but still in use which show a cost value of Baht 10.39 million and Baht 10.64 million, respectively which the net book value is Baht 870 and Baht 876, respectively. Annual Report 2006 AgriPure Holdings Public Company Limited

40


13.

Assets Available for Sales - Net

Consist of: CONSOLIDATED As of December 31, 2005

Increase/ Transfer In

Disposal/ Transfer Out

As of December 31, 2006

Baht

Baht

Baht

Baht

Cost Machines and Equipment Total Cost Accumulated Depreciation Machines and Equipment Total Accumulated Depreciation Total

7,900,085 7,900,085

-

-

7,900,085 7,900,085

(1,731,797) (1,731,797) 6,168,288

(609,908) 609,908)

-

(2,341,705) (2,341,705) 5,558,380

The Consolidate Financial Statements as of December 31, 2006 and 2005, the subsidiary company place the whole amount as guarantee against credit facility which received from domestic commercial banks as in Note 17 and Note 18.

14.

Non-Operation Land

The Consolidated Financial Statements as of December 31, 2006 and 2005, the subsidiary company place the whole amount as guarantee against credit facility which received from domestic commercial banks as in Note 17 and Note 18.

Annual Report 2006 AgriPure Holdings Public Company Limited

41


15. 16. 17.

Pledged Deposits

The Consolidate Financial Statements as of December 31, 2006 and 2005, the whole amount is fixed deposit which subsidiary pledged for guarantee against the usage of electricity and issuance of other letter of guarantee from the bank.

Credit Facilities

As of December 31, 2006, the Company and its subsidiary companies received credit facilities from commercial bank amount of Bath 877.87 million which are secured by mortgages/pledges of assets and the guarantees as follows: 16.1 Inventories 16.2 Savings lottery 16.3 The land and construction thereon and the non-operating land 16.4 The machinery and equipment 16.5 Part of the ordinary share of the subsidiary which is held by the Company 16.6 Guaranteed by the Company and a subsidiary companies

Bank Overdrafts and Short-term Loans from Financial Institutions

Consist of:

CONSOLIDATED As of December 31, 2006 Baht Bank Overdrafts Packing Credit Short-term Loans Total

12,615,838 239,041,000 32,967,375 284,624,213

As of December 31, 2005 Baht 26,997,072 226,077,000 24,600,000 277,674,072

Annual Report 2006 AgriPure Holdings Public Company Limited

42


The Consolidated Financial Statement as of December 31, 2006 and 2005, the whole amount of bank overdrafts is the loan from a commercial bank, carried interest rate of MOR% per annum. Presently, the rates are 8.25% and 6.0% per annum, respectively. The Consolidated Financial Statements as of December 31, 2006 and 2005, the whole amount of packing credit is loan from several commercial banks, carried interest rates of 6.53 - 8.50% and 3.00 - 3.40% per annum, respectively. The Consolidated Financial Statements as of December 31, 2006, Short-term Loans in amount of Baht 30.0 million is loan from a finance institute in form of promissory note in type of definable period of not over 28 days, carried interest rate of MOR% per annum. Presently, the rate is 8.25% per annum. The Consolidated and Company Financial Statements as of December 31, 2006, Short-term Loans in amount of Baht 2.97 million is loan from a company for purchase computer software. The Consolidated Financial Statements as of December 31, 2005, Short-term Loans in amount of Baht 15.50 million is loan from a finance institute in form of promissory note in type of definable period of not over 45 days, carried interest rate of 3.00 - 4.75% per annum. The Consolidated Financial Statements as of December 31, 2005, some part of Short-term Loans in amount of Baht 9.10 million is loan from Government Saving Bank which subsidiary company pledged saving lottery as in Note 10 as collateral, carried interest rate equivalent to MLR% per annum. Such liabilities pledged by inventories as in Note 8, saving lottery as in Note 10, land, plant machinery and equipment as in Note 12, assets available for sales as in Note 13, non-operation land as in Note 14, ordinary shares of subsidiary company, and guaranteed by the Company and its subsidiary companies.

18.

Long-term Loans from Financial Institutes CONSOLIDATED As of December 31, 2006 Baht

Long-term Loans from Financial Institutes Less Current Portion of Long-term Loans Net

-

As of December 31, 2005 Baht 6,146,218 (6,146,218) -

As of December 31, 2005, the whole amount is loan from a commercial bank by River Kwai International Food Industry Co., Ltd. which is subsidiary company for used as working capital, carried aggregate loan availment of Baht 76.0 million, and interest rate of MLR% per annum (in that time, the rate was 5.75% per annum), and the principle is repayable within 2006.

Annual Report 2006 AgriPure Holdings Public Company Limited

43


Such liability is pledged by inventories as in Note 8, land, plant, machinery and equipment as in Note 12, assets available for sales as in Note 13, nonoperation land as in Note 14, ordinary shares of subsidiary company, and guaranteed by the company and a subsidiary company. Presently, such subsidiary company has repaid completely.

19.

Liabilities under Hire Purchase Agreement

Consist of:

Consolidated As of December 31, 2006 December 31, 2005 Baht Baht Liabilities under Hire Purchase Agreement Less Deferred Interest Expenses Total Less Current Portion Net

5,246,330 (464,352) 4,781,978 (1,547,286) 3,234,692

2,850,936 (262,748) 2,588,188 (657,312) 1,930,876

The Company Only As of December 31, 2006 December 31, 2005 Baht Baht 2,073,408 (140,109) 1,933,299 (692,664) 1,240,635

2,850,936 (262,748) 2,588,188 (657,312) 1,930,876

The Consolidated Financial Statements as of December 31, 2006 and 2005, the whole amount was vehicle and computer hire purchasing with total cost in amount of Baht 5.32 million and Baht 1.93 million, respectively. The Company Financial Statements as of December 31, 2006 and 2005, the whole amount was vehicle hire purchasing with total cost in amount of Baht 2.19 million.

Annual Report 2006 AgriPure Holdings Public Company Limited

44


20. 21.

Share Capital

For the year, ended on December 31, 2006 and 2005, the new ordinary shares are appropriated to warrant holders who exercised their rights to purchase ordinary shares in total number of 10,748,147 shares and 4,551 shares, respectively. The Company has completely called for shares subscription by amount of Baht 17,734,454.70 and Baht 7,510.00, respectively. The Company has registered the shares capital increment at Ministry of Commerce on August 11, 2006. Hence, the share capital issued and paid-up is added up to Baht 2,800.73 million (ordinary shares of 280,072,719 shares, in par value of Baht 10.00 per share) and Baht 2,693.21 million (ordinary shares of 269,324,572 shares in par value of Baht 10.00 per share), respectively.

Warrants

On August 23, 2001, the Company received approval from the Securities and Exchange Commission to issue warrants 12 million units to existing shareholders of the Company on August 16, 2000 in a ratio of 1 warrant for every 2 ordinary shares. No value is to be charged for the warrants upon issue. The exercise price of the warrants is Baht 1.65 per 1 ordinary share and the warrants are exercisable every 3 months, on the last business day of March, June, September and December. The warrants have an exercise period of 5 years or less if the Company call for early exercisable, with the first exercise date being December 28, 2001 and the final exercise date being July 31, 2006, except for the early exercisable call is made. On April 12, 2002, the Annual General Meeting of the Company没s shareholders approved the decrease and increase in the Company没s registered share capital. As a result of the changes in the Company没s registered share capital, the Company has adjusted the exercise ratio of the warrants such that 1 warrant can be exercised to purchase 1.0168 ordinary shares at a price of Baht 1.65 per share. As of July 31, 2006 which was the last warrant exercised date, there were outstanding warrants in 1,424,905 units. Thence such warrants were expired immediately. As of December 31, 2005, there were outstanding warrants in 11,995,473 units.

22.

Corporate Income Tax

The Company Financial Statements, the Company computed the corporate income tax by the rate of 25% of accounting net profit before recognition of participating profit (loss) in the subsidiary and associated company by equity method after adding back adjusted transactions in accordance with the Revenue code in net profit not exceed Baht 300 million and 30% of net profit exceed Baht 300 million. The subsidiary company computed the corporate income tax by the rate of 30% of accounting profit after adding back adjusted transactions in accordance with the Revenue code. Annual Report 2006 AgriPure Holdings Public Company Limited

45


23.

Earnings (Loss) per Share

The Consolidated and Company Financial Statements, the company calculated the primary earnings (loss) per share by divided net profit (loss) of the period by the weighted average number of ordinary share for the year, ended on December 31, 2006 and 2005 as follows: Weighted Average Number of Ordinary Shares 2006 2005 Share Share

Net Profit (Loss) 2006 2005 Baht Baht Primary Earnings (Loss) per Share Net Profit (Loss) Effect of diluted potential ordinary share warrants Warrants 0 units and 11,999,473 units, Respectively Diluted Earnings (Loss) per Share Profit (Loss) of Common Shareholders assumed as converted to ordinary share

7,426,125

10,487,734

276,112,239

269,324,572

-

-

-

5,353,684

7,426,125

10,487,734

276,112,239

274,678,256

Earnings (Loss) per Share 2006 2005 Baht Baht

0.03

0.04

-

0.03

Annual Report 2006 √“¬ß“πª√–®”ªï 2549 AgriPure Holdings PublicÈß åCompany Limited ∫√‘…—∑ Õ°√‘ ‡æ’¬« ‚Œ≈¥‘ ®”°—¥ (¡À“™π)

0.04

46


24.

Financial Disclosure by Segment

The company is investment holding company. The main business of the Company is the business of manufacture and distribution of agricultural products through its subsidiary and its operation is in one geographical area that is Thailand. Thus all income and assets as shown on the financial statements were related to the business segment and geographical area as already said. For the year, ended on December 31, 2006 and 2005, the Company constitutes net domestic sales and foreign sales to total net sales as follows: CONSOLIDATED As of December 31,2006 December 31,2005 Net Domestic Sales Net Foreign Sales

12.55 87.45

9.25 90.75

25.

Financial Instruments

25.1 Financial risk management and policies The Company and its subsidiaries are exposed to risk from changes in market interest rates and in currency exchange rates and from nonperformance of contractual obligations by counter parties. They do not hold or issue derivative instruments for speculative or trading purposes. 25.2 Interest rate risk The interest rate risk is the risk that future movements in market interest rates will affect the results of operations of the Company and its subsidiaries and their cash flows. The Company and its subsidiari没s exposure to interest rate risk relates primarily to their deposits with financial institutions and loans. Since the majority of these financial assets and liabilities are short-term, the Company and its subsidiaries do not use derivative financial instruments to hedge such risk.

Annual Report 2006 AgriPure Holdings Public Company Limited

47


The Consolidated and Company Financial Statements as of December 31, 2006 and 2005, the remaining of investments, bank overdraft from financial institution and loans which are exposed to interest rate risk as follows: CONSOLIDATED THE COMPANY ONLY Annual Interest Rate As of As of For the year, ended on December 31, 2006 December 31, 2005 December 31, 2006 December 31, 2005 December 31, 2006 December 31, 2005 Baht Baht Baht Baht % % Saving Lottery Bank Overdrafts Packing Credit Short-term Loan

25,000,000 12,615,838 239,041,000 32,967,375

35,000,000 26,997,072 226,077,000 24,600,000

-

-

MLR MOR 6.53-8.50 8.25

MLR MOR 3.00-3.40 3.00-4.75

25.3 Foreign currency risk The exposure of the Company没s subsidiaries to foreign currency risk relates primarily to their receivables and payables which are denominated in foreign currencies. A subsidiary utilizes forward exchange contracts to hedged risk, as it considers appropriate. As of December 31, 2006 and 2005, the subsidiaries have assets and liabilities denominated in foreign currencies which have not yet been hedged against foreign exchange risk as follows: (Unit : Thousand units of currency) CONSOLIDATED As of December 31, 2006 December 31, 2005 Assets Assets denominated in USD Assets denominated in GBP Assets denominated in EUR Assets denominated in JPY Assets denominated in DKK Assets denominated in AUD Assets denominated in SGD Assets denominated in HKD Liabilities Liabilities denominated in USD Liabilities denominated in GBP Liabilities denominated in EUR Liabilities denominated in JPY

1,785 698 545 3,810 178 187 35 13

2,017 507 483 10,645 131 168 26 -

33 22 2 2,394

158 84 2,853 Annual Report 2006 AgriPure Holdings Public Company Limited

48


25.4 Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable. However, due to the Company and its subsidiarie没s prudent credit policy, the Company and its subsidiaries do not anticipate material losses except for amounts for which they have already set up allowance for doubtful accounts. 25.5 Fair value Since investments in subsidiary and associated companies are accounted by the equity method and the main of financial assets and liabilities are short-term and that the loans carry interest at rates close to current market rates, the management of the Company and its subsidiaries believes that fair value of their financial assets and liabilities does not materially differ from their carrying values.

26.

Commitments and Contingent Liabilities

26.1 Bank guarantees As of December 31, 2006 and 2005, there were outstanding bank guarantees of approximately Baht 2.23 million and Baht 1.90 million respectively issued by banks on behalf of subsidiaries of the Company as required in ordinary course of their businesses. 26.2 Guarantees As of December 31, 2006 and 2005, the Company has obligations in respect of guarantees for credit facilities of Baht 125.70 million and Baht 195.70 million respectively which subsidiaries obtained from local commercial banks. 26.3 Commitments 26.3.1 The Consolidated and Company Financial Statements as of December 31, 2006, the Company had forward foreign exchange contracts outstanding for the sale of USD 2.12 million, GBP 0.76 million, and EUR 0.26 million, respectively, at the value of Baht 75.93 million, Baht 53.44 million, and Baht 12.27 million, respectively, and fair value of forward foreign exchange contracts amount of Baht 76.62 million, Baht 53.25 million, and Baht 12.36 million, respectively. These forward foreign exchange contracts generally have maturities within June 2007 counterparties to the transactions are commercial banks 26.3.2 As of December 31, 2006 and 2005, The Company has entered into a lease agreement in respect of office building space under which it is committed to pay rental expense of approximately Baht 0.2 million per annum. 26.3.3 River Kwai International Food Industry Co., Ltd. has entered into long-term lease agreements in respect of land for planting, office building space and cars for use in its business operations, expiring in 2006 - 2007, under which it is committed to pay rental expenses totaling approximately Baht 5.80 million per annum. 26.3.4 A subsidiary company constitutes commitment obligation from the contract performance of participation of the project of corn agriculture with farmers expertise in several corn agriculture, carried the price of acceptance of fruit product carried the humidity not over 40% in the price determined in the contract. If humidity is not in accordance with the determination, subsidiaries will deduct weight as per table of purchased acceptance while farmers agree and consent to fully compensate damage which incurred to subsidiaries in accordance with number of area which the contract is performed in the rate of Baht 30,000 per rai. Such contract holds the life of 6 months. Commenced from the date the contract is signed. 26.3.5 The company has obligations in respect of guarantees for credit sale discount cheque to Sweet Corn Products Co., Ltd. which is subsidiary company for a commercial bank in the limit of Baht 10.0 million by has some part of land as collateral as in Note 12. Annual Report 2006 AgriPure Holdings Public Company Limited

49


27. Others

In accordance with the extraordinary shareholders meeting of the Company no. 1/2006 held on September 27, 2006, it is unanimously resolved that the Company reduced registered capital from Baht 2,852.02 million to Baht 2,421.36 million which is reduction of par value from Baht 10.0 per share to Baht 8.49 per share and resulted in registered capital which is already repaid reduced from the former Baht 2,693.21 million to Baht 2,286.57 million. It is noted that the registered capital which is already repaid and the part of reduction in amount of Baht 406.64 million and surplus of ordinary share value in amount of Baht 274.0 million to fully offset against accumulated loss. Presently, the Company has not additionally proceeded with any other process. In accordance with the minute of the board of directors, River Kwai International Industry Co., Ltd. no. 5/2006 held on October 10, 2006, it is unanimously approved the registered capital reduction from Baht 370.0 million to Baht 191.0 million. It is reduction of number of ordinary shares from 37.0 million shares, Baht10 per share to 19.10 million shares, Baht 10 per share. Such capital reduction does not return the capital to shareholders; however, it is reduction of capital so as to fully write off accumulated deficit. Presently, the subsidiary company is in the registered capital process reduction.

28.

Approval of the financial statements

These financial statements have been approved to issue by the companyûs directors on February 23, 2007.

√“¬ß“πª√–®”ªï Annual Report 2548 2006 ∫√‘…—∑ Õ°√‘ ‡æ’¬« ‚Œ≈¥‘ ®”°—¥ (¡À“™π) AgriPure Holdings PublicÈß åCompany Limited

50

Apure 06  

APURE_2006 AGRIPURE HOLDINGS PCL Annual Report 2006

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