abbreviation used in 2007 annual report - · pdf filentc = the national telecommunications...

1A n n u a l R e p o r t 2 0 0 7Jasmine International Public Company Limited

ACT = ACeS (Thailand) Company LimitedACU = Acumen Company LimitedADSL = Asymmetric Digital Subscriber LineAIL = ACeS International LimitedARS = ACeS Regional Services Company LimitedBVI = Clippership Investments (BVI) LimitedCP = Chaengwatana Planner Company LimitedCPN = Compunet Corporation LimitedDWDM = Dense Wavelength Division MultiplexingIIG = International Internet GatewayIKSC = Internet Knowledge Service Center Company LimitedISP = Internet Service ProviderJCW = Jasmine Cyberworks Company LimitedJAS = Jasmine International Public Company LimitedJi-NET = Jasmine Internet Company LimitedJIOC = Jasmine International Overseas Company LimitedJSS = Jasmine Smart Shop Company LimitedJSTC = Jasmine Submarine Telecommunications Company LimitedJTS = Jasmine Telecom Systems Public Company LimitedJasTel = JasTel Network Company LimitedMCS = Mobile Communication Services Company LimitedMPLS = Multiprotocol Label SwitchingNTU = NTU (Thailand) Company LimitedPA = Premium Assets Company LimitedPP = Pakkred Planner Company LimitedPRE = Premium Real Estate Company LimitedSHW = Smart Highway Company LimitedSTCC = Siam Teltech Computer Company LimitedTJP = T.J.P. Engineering Company LimitedTKSC = Telecom KSC Company LimitedTLDT = Thai Long Distance Telecommunications Company LimitedTT&T = TT&T Public Company LimitedTTN = Thailand Training NetworkTTTBB = Triple T Broadband Public Company LimitedTTTI = Triple T Internet Company LimitedVOIP = Voice Over Internet ProtocolVPN = Virtual Private NetworkNTC = The National Telecommunications CommissionNBC = The National Broadcasting CommissionCAT = CAT Telecom Public Company LimitedTOT = TOT Public Company LimitedRehabilitation Plan = Rehabilitation plan of Jasmine International Public Company Limited or

Jasmine International Overseas Company Limited, as the case may bePlan Administrator = Chaengwatana Planner Company Limited as the plan administrator

of Jasmine International Public Company Limited or Pakkred Planner Company Limitedas the plan administrator of Jasmine International Overseas Company Limited,as the case may be

Abbreviation used in 2007 Annual Report

1

Contents

General Information 2

Shareholding of the Company 3

References 6

Financial Summary 7

Report from the Board of Directors 8

Nature of Business 10

Revenue Structure of the Company, Subsidiaries and Associated Companies 12

Significant Changes in the Year 2007 13

Social Activities and Contribution 15

Risk Factors 16

Prospects of Telecommunications Business in the Year 2008 19

Shareholding Structure 21

Management 22

Related Party Transactions 52

Management Explanation and Operation Results Analysis 54

The Responsibility for the Financial Reporting of the Board of Directors 61

Audit Committee Report 62

Report of Independent Auditor 63

Consolidated Financial Statements 65

Notes to Consolidated Financial Statements 75

A n n u a l R e p o r t 2 0 0 7Jasmine International Public Company Limited

4 A n n u a l R e p o r t 2 0 0 7Jasmine International Public Company Limited2 A n n u a l R e p o r t 2 0 0 7Jasmine International Public Company Limited

General Information

Details of the CompanyCompany Name : Jasmine International Public Company Limited

Registration Number : 0107537000106

Address of Head Office : 200, 29th-30th Fl., Moo 4, Chaengwatana Road,

Pakkred Sub-district, Pakkred District

Nonthaburi 11120

Tel. : (66) 0-2100-3000-7

Fax : (66) 0-2100-3150-2

URL : http://www.jasmine.com

Sector Name : Information and Communication Technology (ICT)

Total Amount and Type of Issued Share

Registered ordinary share 15,685,673,420 Shares

Paid-up ordinary share 8,319,907,163 Shares

Par Value 1 Baht

Total 8,319,907,163 Baht


Shareholding of the Company

Paid-upcapital

Shareholdingof the Company

Company name and address of head office Nature of businessAmount(Shares)

Amount(Shares)

Percentage ofshareholding

Amount and type of share the Company held in the subsidiary/associated companies.

1. Network and Service Provider

1.1 The company whose shares are held by JAS :

Jasmine Submarine Telecommunications Co., Ltd. Engages in submarine 15,500,000 15,499,994 100200, 7th Fl., Moo 4, Chaengwatana Rd., Pakkred optical fiberSub-district, Pakkred District, Nonthaburi 11120 cable network serviceTel: 0-2100-3183 Fax: 0-2100-3184

Acumen Co., Ltd. Engages in satellite 7,600,000 7,599,994 100200, 7th Fl., Moo 4, Chaengwatana Rd., Pakkred telecommunicationsSub-district, Pakkred District, Nonthaburi 11120 servicesTel: 0-2100-3000 Fax: 0-2100-3222

Jasmine Internet Co., Ltd. Engages in Internet 1,500,000 975,000 65200, Moo 4, Chaengwatana Rd., Pakkred ServiceSub-district, Pakkred District, Nonthaburi 11120Tel: 0-2100-3700 Fax: 0-2100-3793

1.2 The company whose shares are held by JASû subsidiary :

Thai Long Distance Telecommunications Co., Ltd. Engages in submarine optical 30,900,000 27,809,993 90200, Moo 4, Chaengwatana Rd., Pakkred fiber cable network service (Held by JSTC)Sub-district, Pakkred District, Nonthaburi 11120Tel: 0-2100-3183 Fax: 0-2100-3184

JasTel Network Co., Ltd. Engages in circuit 2,200,000 2,199,993 100200, 7th Fl., Moo 4, Chaengwatana Rd., Pakkred leasing service and local (Held by JSTC)Sub-district, Pakkred District, Nonthaburi 11120 as well as internationalTel: 0-2100-3183 Fax: 0-2100-3184 data communications service

Smart Highway Co., Ltd. Engages in the Non-Plain 1,550,000 1,044,693 67.40200, Moo 4, Chaengwatana Rd., Pakkred Old Telephone Service (Held by ACU)Sub-district, Pakkred District, Nonthaburi 11120 (Non-POTS)Tel: 0-2100-3000 Fax: 0-2100-3222

Triple T Broadband Public Co., Ltd. Engages in fixed-line telephone 110,000,000 99,999,410 90.91200, Moo 4, Chaengwatana Rd., Pakkred service and the provision of (Held by ACU)Sub-district, Pakkred District, Nonthaburi 11120 data communications service toTel: 0-2100-2100 Fax: 0-2100-2121 organizations and individual

customers nationwide

Triple T Internet Co., Ltd. Engages in the Internet 10,000 9,993 99.93200, Moo 4, Chaengwatana Rd., Pakkred Service providing Internet (held by TTTBB)Sub-district, Pakkred District, Nonthaburi 11120 and applicationsTel: 0-2100-2100 Fax: 0-2100-2121

ACeS Regional Services Co., Ltd. Engages in satellite mobile 102,000,000 99,999,993 98.04200, Moo 4, Chaengwatana Rd., Pakkred phone service both (Held by ACT)Sub-district, Pakkred District, Nonthaburi 11120 in Thailand and the neighboringTel: 0-2100-3000 Fax: 0-2100-3416 countries

2. System Integration


Jasmine Telecom Systems Public Co., Ltd. Engages in the design and 702,000,000 399,997,200 56.98200, 9th Fl., Moo 4, Jasmine International Tower, installation of equipment andChaengwatana Rd., Pakkred Sub-district, system testing forPakkred District, Nonthaburi 11120 telecommunications projectsTel: 0-2100-8300 Fax: 0-2502-3363

4 A n n u a l R e p o r t 2 0 0 7Jasmine International Public Company Limited

Paid-upcapital



Amount(Shares)



Siam Teltech Computer Co., Ltd. Engages in computer system 550,000 538,264 97.87200, 10th Fl., Moo 4, Chaengwatana Rd., Pakkred integration, software (Held by JTS)Sub-district, Pakkred District, Nonthaburi 11120 development and computerTel: 0-2100-3000 Fax: 0-2100-3501 product distribution

Jasmine Telecom Systems Public Co., Ltd. Engages in the design and 702,000,000 60,000,000 8.55200, 9th Fl., Moo 4, Jasmine International Tower, installation of equipment and (Held by TJP)Chaengwatana Rd., Pakkred Sub-district, system testing forPakkred District, Nonthaburi 11120 telecommunications projectsTel: 0-2100-8300 Fax: 0-2502-3363

3. Other Interests


Jasmine International Overseas Co., Ltd. Engages in the investment 11,538,463 4,594,134 39.82200, Moo 4, Chaengwatana Rd., Pakkred in telecommunicationsSub-district, Pakkred District, Nonthaburi 11120 companies in ThailandTel: 0-2100-3000 Fax: 0-2100-3152 and foreign countries

Chaengwatana Planer Co., Ltd. Engages in the plan 10,000 9,993 100200, 29th -30th Floor, Moo 4, Chaengwatana Rd., administration ofPakkred Sub-district, Pakkred District, Nonthaburi 11120 Jasmine InternationalTel: 0-2100-3000 Fax: 0-2100-3150-1 Public Co., Ltd.

TT&T Public Co., Ltd. Operates a 1.5-million 3,242,484,261 810,269,147 24.99252/30-34 Muang Thai-Phatra Office Tower 1, telephone-line project inHuaykwang Sub-district, Huaykwang District, Bangkok 10310 the provincial areaTel: 0-2693-2100 Fax: 0-2693-2124

Internet Knowledge Service Center Co., Ltd. Engages in information and 12,000,000 4,500,000 37.502/4, 10th Fl., Siam Commercial Samaggi Insurance Internet networkTower, Vibhavadi Rungsit Road, Thungsonghong system servicesSub-district, Laksi District, Bangkok 10210Tel: 0-2955-0099 Fax: 0-2955-0300


Premium Assets Co., Ltd. Engages in space rental 130,000,000 69,999,993 53.85200, Moo 4, Chaengwatana Rd., Pakkred management and related (Held by ACU)Sub-district, Pakkred District, Nonthaburi 11120 services for Jasmine 60,000,000 46.15Tel: 0-2100-3000 Fax: 0-2100-3575 International Tower (Held by JSTC)

ACeS (Thailand) Co., Ltd. Engages in investment 195,000,000 114,742,696 58.84200, Moo 4, Chaengwatana Rd., Pakkred business (Held by JIOC)Sub-district, Pakkred District, Nonthaburi 11120Tel: 0-2100-3000 Fax: 0-2100-3152

Jasmine International Overseas Co., Ltd. Engages in the investment 11,538,463 3,994,325 34.18200, Moo 4, Chaengwatana Rd., in telecommunications (Held by ACT)Pakkred Sub-district, Pakkred District, companies in Thailand 3,000,000 26.00Nonthaburi 11120 and foreign countries (Held by ARS)Tel: 0-2100-3000 Fax: 0-2100-3152

Pakkred Planner Co., Ltd. Engages in the plan 10,000 9,993 100200, 29th -30th Floor, Moo 4, Chaengwatana Rd., administration of Jasmine (Held by JIOC)Pakkred Sub-district, Pakkred District, Nonthaburi 11120 International OverseasTel: 0-2100-3000 Fax: 0-2100-3150-1 Co., Ltd.

TT&T Public Co., Ltd. Operates a 1.5-million 3,242,484,261 141,360,677 4.36 (Held by JSTC)252/30-34 Muang Thai-Phatra Office Tower 1, telephone-line project 6,324,048 0.20 (Held by JTS)Huaykwang Sub-district, Huaykwang District, in the provincial area 5,634,601 0.17 (Held by STCC)Bangkok 10310 3,904,132 0.12 (Held by TJP)Tel: 0-2693-2100 Fax: 0-2693-2124 247,607 0.01 (Held by ACU)


Paid-upcapital



Amount(Shares)


Dormant Company

ë The company whose shares are held by JAS :

T.J.P. Engineering Co., Ltd. Engages in the survey, design, 2,000,000 1,600,000 80200, 10th Fl., Moo 4, Chaengwatana Rd., Pakkred and construction of the outsideSub-district, Pakkred District, Nonthaburi 11120 plant and civil work forTel: 0-2100-3000 Fax: 0-2100-3152 telecommunications projects

Jasmine Smart Shop Co., Ltd. Engages in telecom 1,100,000 1,099,993 100200, Moo 4, Chaengwatana Rd., Pakkred equipment retail businessSub-district, Pakkred District, Nonthaburi 11120Tel: 0-2100-3000 Fax: 0-2100-3151

Mobile Communication Services Co., Ltd. Engages in the 10,000,000 6,999,993 70200, Moo 4, Chaengwatana Rd., Pakkred NMT 470 MHz. CellularSub-district, Pakkred District, Nonthaburi 11120 Mobile Telephone ServiceTel: 0-2100-3000 Fax: 0-2100-3152

Jasmine Cyberworks Co., Ltd. Engages in Internet and 5,200,000 5,199,993 100200, 11th Fl., Moo 4, Chaengwatana Rd., Pakkred e-commerce businessesSub-district, Pakkred District, Nonthaburi 11120Tel: 0-2100-3678 Fax: 0-2100-3679

Compunet Corporation Limited Engages in the local 2,600,000 2,599,994 100200, Moo 4, Chaengwatana Rd., Pakkred transmission of data, pictures,Sub-district, Pakkred District, Nonthaburi 11120 and voices via satelliteTel: 0-2100-3800 Fax: 0-2100-3810

Telecom KSC Co., Ltd. Engages in the distribution 100,000 40,000 402/4 10th Fl.,Siam Commercial Samaggi Insurance of computer, telecommunicationsTower, Vibhavadi Rungsit Rd., Thungsonghong equipment, and softwareSub-district, Laksi District, Bangkok 10210Tel: 0-2955-0099 Fax: 0-2955-0300

Premium Real Estate Co., Ltd. Engages in the real 8,200,000 4,018,000 49200, Moo 4, Chaengwatana Rd., Pakkred estate businessSub-district, Pakkred District, Nonthaburi 11120Tel: 0-2100-3000 Fax: 0-2100-3575

Palang Thai Kaowna Co., Ltd. Engages in power 10,000 2,308 23.082034/132-161 New Petchburi Road., plant businessKwaeng Bangkapi,Khet Huaykwang,Bangkok 10310Tel: 0-2716-1600-700 Fax: 0-2716-1418

Khunka Palang Thai Co., Ltd. Engages in power 10,000 2,308 23.082034/132-161 New Petchburi Road., Kwaeng plant businessBangkapi,Khet Huaykwang, Bangkok 10310Tel: 0-2716-1600-700 Fax: 0-2716-1418

Palit Palangngan Co., Ltd. Engages in power 10,000 1,500 152034/132-161 New Petchburi Road., plant businessKwaeng Bangkapi,Khet Huaykwang,Bangkok 10310Tel: 0-2716-1600-700 Fax: 0-2716-1418

ë The company whose shares are held by JASû subsidiary :

T.J.P. Engineering Co., Ltd. Engages in the survey, design, 2,000,000 399,995 20200, Moo 4, Chaengwatana Rd., Pakkred and construction of the outside (Held by ACU)Sub-district, Pakkred District, Nonthaburi 11120 plant and civil work forTel: 0-2100-3000 Fax: 0-2100-3152 telecommunications projects


References

Name, Office Address and Telephone Number of other Reference Persons

Registrar : Thailand Securities Depository Co., Ltd.

The Stock Exchange of Thailand Building,

4th Floor, 62 Rachadapisek Road,

Klongtoey Sub-district, Klongtoey District,

Bangkok 10110

Tel. : 0-2229-2800,0-2654-5599

Fax : 0-2359-1259

Auditor : Mr.Supachai Phanyawattano

The Certified Public Accountantûs License No. 3930 or

Ms. Thipawan Nananuwat

The Certified Public Accountantûs License No. 3459 or

Miss Siraporn Ouaanunkun

The Certified Public Accountantûs License No. 3844

Ernst&Young Office Limited

33rd Floor, Lake Rajada Office Complex,

193/136-137 New Rajadapisek Road,

Bangkok 10110

Tel. : 0-2264-0777, 0-2661-9190

Fax : 0-2264-0789-90, 0-2661-9192

Legal Advisor : Hunton & Williams (Thailand) Limited

34th Floor, Q. House Lumpini Building

1 South Sathorn Road,

Thungmahamek, Sathorn,

Bangkok 10120

Thailand

Tel. : 0-2645-8800

Fax : 0-2645-8880


Financial Summary

2007 2006 2005

Progression (Thousand Baht)

Sales and Service Income 4,330,726 5,275,068 6,655,034

Total Revenues 4,632,947 5,848,047 6,911,044

Cost of Sales and Services & Selling Expenses 4,294,022 5,016,537 5,509,285

Gross Profit 1,771,668 2,137,269 2,876,683

Sharing Profit (Loss) From Associated Company (644,670) (390,582) (507,071)

Net Earnings (Loss) (41,426) 236,179 864,590

Total Assets 14,979,427 17,440,071 16,600,614

Total Liabilities 6,142,246 8,032,901 8,113,699

Shareholdersû Equity 8,837,181 9,407,169 8,486,915

Financial Ratio

Net Profit Margin (0.89) 4.04 12.51

Return on Total Asset (0.26) 1.39 5.13

Return on Equity (0.45) 2.64 10.84

Per Share Data (Baht)

Net Earnings (Loss) per Share (0.005) 0.028 0.100

No. of Share (share) 8,319,907,163 8,319,907,163 8,319,877,163

Book value 1.06 1.13 1.02

Par value 1.00 1.00 1.00


Report from the Board of Directors

Dear Shareholders,

The September 2006 political change caused the Thai politics and

economy to have uncertain directions and turn stagnant throughout the year 2007.

Business operators of all sectors were affected either directly or indirectly to a

certain degree. Moreover, the Subprime crisis of the United States of America also

led the previous year finance market as well as the capital market to liquidity

problem. Several mega-projects of the government and the private sectors were

delayed partly due to the loan problem. No wonder, the continually rising oil price

which significantly affected both the production and transportation also pushed

higher the prices of goods and services. Realizing such problems, the present

government has set up a policy to support financial and investment sectors by

adding and amending the regulations in many related areas to enable both the

government and private agents to further expand their businesses and investments in

new projects.

Regarding the Companyûs and the subsidiariesû business operation results

of the year 2007, we are pleased to acknowledge all the shareholders as follows :

the revenue of the Company and its subsidiaries amounted to Baht 4,633 Million,

decreasing from the year 2006 by Baht 1,215 Million or 21% and have net loss

in this year equaled to Baht 41 Million, decreasing from the year 2006 by Baht

277 Million. The Company and its subsidiaries had total assets of Baht 14,979

Million, decreasing from the year 2006 by Baht 2,460 Million or 14%, and total

liabilities of Baht 6,142 Million, decreasing from the year 2006 by Baht 1,891

Million or 24%.

The decrease in the business operation results of Jasmine International

Group is a consequence of the aforementioned negative factors which can be seen

from the fact that the subsidiary and affiliated companies namely, Jasmine Telecom

Systems Public Co., Ltd. and Siam Teltech Computer Co., Ltd. respectively, whose

main business involves in government bidding projects, gained less operation results

due to the postponement of the government project bidding.


However, we, Jasmine International Group, still has a strong intention to keep expanding our telecommunications

business with confidence that the Company has been well versed in this field of business for a long time. Besides,

our existent personnel also are well equipped with the telecom knowledge, expertise and experiences. In response to

the customersû demand, the Company has researched and introduced cutting edge technologies to enhance business

efficiency. Apart from the emphasis on business development, Jasmine International Group also accentuates the

importance of social contribution. So, it always joins activities of many organizations for social development and the

better living condition of the Thai people. Last but not least, the Company upholds good corporate governance policy

as an essential guideline for business operation for the sustainable growth and development of the business and the

nation.

Lastly, the Board of Directors would like to thank all the shareholders for valuable trust. We also thank our

customers, partners, financial institutes as well as government and private organizations for the kind support.

And thanks to the executives and employees of the Company who have dedicated their knowledge and capability

for a good outcome. Please be ensured that the Board of Directors will keep the best effort in conducting the

Companyûs business with the intention to bring the maximum benefit to the shareholders and the related-parties as

a contribution to all of us as well as to the society as a whole.

General Tienchai Sirisumpan

Honorary Chairman


Nature of Business

Jasmine International Public Co.,Ltd., is a leading telecommunications company

of Thailand offering all services of telecommunications locally and internationally

i.e. terrestrial, airy and submarine. The Company invested in telecommunications

network and provide the service through such network as Internet broadband network,

WiFi Hotspot, submarine fibre-optic cable and satellite-based network using modern

technology for data and multimedia communications nationwide.

Besides, the Company also provides procurement, design, installation of

telecommunications system and computer system integration. The Company has been

awarded to construct several significant projects for government and private sectors.

Presently, the Company realizes the new trend of modern technology

especially the broadband Internet, which dynamically change and widely used globally.

This kind of business is expected to make a good revenue and profit in a short time,

so, the Company has emphasized itself as the service provider of the broadband

Internet.

The Company invested in the businesses that have various products and services

which support each other by using its existing capacious networks and professional

team that contribute to the business operation result.

The Company’s business lines are distinctly categorized by products and services

in order to enhance operational effectiveness and transparency in each subsidiary and

also to prevent any future conflict of interest to bring about the optimum benefit of

business operation of the group as a whole. The Company, as a holding company, has

invested in telecommunications and information technology business categorized as

follows :

1. Network & Service providerThis area of business comprises the network provider i.e. Submarine

Optical Fiber network provider and telecom service provider i.e. satellite-based

communications, the broadband Internet and satellite mobile phone service providers.

Placed in this business category are the following subsidiaries:

• Jasmine Submarine Telecommunications Co., Ltd. and Thai Long

Distance Telecommunications Co., Ltd. which provide Submarine Optical

Fiber Cable System service on the east coast (Gulf of Thailand) and the

west coast (Andaman Sea) of Thailand.

• JasTel Network Co., Ltd. which provides high-speed leased circuit via the

cable network for data transfer in addition to the IP-VPN service and the

Managed Network service via optical fiber network and copper wire network

for both domestic and international clients who are operators, telecom service

providers and enterprises.


• Triple T Broadband Public Co., Ltd. which provides fixed-line telephone service and data communications,

including Broadband Internet service. Its subsidiary, Triple T Internet Co., Ltd, is an Internet Service

Provider offering full range of the Internet-related service and applications to both residential and corporate

clients.

• Acumen Co., Ltd. which in addition to providing the service of Wi-Fi Internet also provides Internet service

and telecommunications service via satellite network together with other Internet related services to the

individuals, corporations, as well as private and state agents

• Jasmine Internet Co., Ltd. which provides commercial Internet service and operates it under the Ji-NET

brand. For both individual and corporate clients, the company has provided such wide ranges of services as

leased-line Internet, broadband Internet and data center. It also provides the Branch Connext service

-- the network connection service via ADSL network, VOIP service (Voice Over Internet Protocol) and

international calling card service. Furthermore, the company has provided the consultation, design and

procurement services, regarding IP Solution such as the Online service via GPRS/CDMA, IP Camera, Wifi

Hot Spot and so on.

• ACeS Regional Services Co., Ltd. which provides satellite mobile phone service under the ACeS Cellular

Satellite project for Thailand and several countries in Asia. The ACeS service, of which its signal (footprint) is

well transmitted at all time everywhere even in such remote areas as deep jungles and far offshore, is currently

available in 24 countries of Asia in both the post-paid and pre-paid forms. The ACeS handset is of a dual

mode system-roaming between a satellite mode and GSM 900 mode for Thailand’s and Asian regions’

markets, enhancing for its clients further communication convenience. Moreover, it offers “ACeS Contax” --

a fixed satellite phone service of the latest technology which is designed for indoor use in remote areas and in

some countries where basic telecommunications is needed.

• Smart Highway Co., Ltd. which, besides high-speed data communications service via leased line, provides

the service of rental and installation of Customer Premise Equipment.

2. System IntegrationThis group of business engages in the supply, design and integration of telecommunications system and computer

network and other related equipment. The subsidiaries categorized in this business line are :

• Jasmine Telecom Systems Public Co., Ltd. which provides turn-key telecommunications business,

ranging from system design and integration to the distribution of communications devices, testing equipment

and security system. It also leases public payphones to TOT Public Co., Ltd. Jasmine Telecom Systems Public

Co., Ltd. was registered in the Stock Exchange of Thailand in February, 2006 and later on, listed in the Stock

Exchange of Thailand on September 18, 2006.

• Siam Teltech Computer Co., Ltd. which engages in computer system design and integration, including

software development. It also is a distributor of the peripheral computer equipment.

Besides the above 2 core business lines, the Company invests in other businesses as follows :

• TT&T Public Co., Ltd. which provides fixed-line telephone and public telephone services in the provincial

area.

• Jasmine International Overseas Co., Ltd., a holding company, investing in overseas business.

• Premium Assets Co., Ltd. which engages in space rental and related services for Jasmine International

Tower.


Revenue Structure of the Company, Subsidiaries and AssociatedCompanies

Unit : Million Baht

Operated % of Shares 2007 2006 2005

by (abr.) Held by JAS Revenue % Revenue % Revenue %

The Company and Subsidiaries

Network and JSTC 100.00 980.8 21.17 1,269.5 21.71 1,149.1 16.63

Telecommunication Service TLDT 90% held by JSTC 329.4 7.11 414.9 7.09 375.1 5.43

Provider JasTel 100% held by JSTC 77.7 1.68 1.1 0.02 - -

ACU 100.00 185.5 4.00 966.4 16.53 2,404.7 34.80

SHW 67.40% held by ACU 61.0 1.32 69.5 1.19 124.5 1.80

TTTBB 90.91% held by ACU 1,230.1 26.55 285.8 4.89 - -

ARS 98.04% held by ACT 210.5 4.54 292.8 5.01 270.9 3.92

Ji-NET 65.00 414.8 8.95 388.9 6.65 401.4 5.81

Total 3,489.8 75.32 3,688.9 63.08 4,725.7 68.38

System Integration JTS 56.98% held by JAS and 728.8 15.73 1,588.5 27.16 1,196.2 17.31

8.55% held by TJP

STCC 97.87% held by JTS 152.7 3.30 370.4 6.33 580.9 8.41

JAS - 11.7 0.25 20.4 0.35 237.2 3.43

TJP 80% held by JAS and 75.4 1.63 46.2 0.79 38.9 0.56

20% by ACU

Total 968.6 20.91 2,025.5 34.64 2,053.2 29.71

Other Businesses and Investments JSS 100.00 - - 23.2 0.40 116.2 1.68

JIOC 39.82% held by JAS, 34.18% 0.2 - (0.2) - 0.7 0.01

by ACT and 26% by ARS

CP 100.00 - - - - - -

MCS 70.00 3.5 0.08 3.6 0.06 0.8 0.01

JCW 100.00 - - 9.2 0.16 - -

CPN 100.00 30.4 0.66 1.5 0.03 - -

NTU(1) 16.67% held by JAS - - - - 6.2 0.09

and 34.33% by ACU

PA 46.15% held by JSTC 137.5 2.97 92.2 1.58 8.2 0.12

and 53.85% by ACU

ACT 58.84% held by JIOC 2.9 0.06 4.1 0.07 - -

Total 174.5 3.77 133.6 2.28 132.1 1.91

Grand Total 4,632.9 100.00 5,848.0 100.00 6,911.0 100.00

Associated Companies

Other Businesses and Investments TT&T 29.85 7,513.4 99.90 7,723.5 99.78 6,690.1 92.32

IKSC(2) 37.50 7.1 0.09 6.6 0.09 24.0 0.33

TKSC(2) 40.00 - - - - - -

PRE(2) 49.00 0.2 - 10.2 0.13 532.4 7.35

Grand Total 7,520.7 100.00 7,740.3 100.00 7,246.5 100.00

Remarks :(1)

This is not included in the Company Consolidated Financial Statement in 2006 as it was sold on December 29, 2006 by

the Company and the subsidiary(2)

In 2007, the data was prepared by the management of that Company.

The Company and its subsidiaries have had no comparative proportion between the local and overseas distribution

during 2005-2007

Nature of Business

A n n u a l R e p o r t 2 0 0 7Jasmine International Public Company Limited 13

Significant Changes in the Year 2007

Jasmine International PCL. would like to acknowledge the shareholders of

its 2007 significant performances, activities and changes as follows :

Treasury Stock Program for financial managementOn 28 February 2007, the Board of Directors Meeting of Jasmine

International PCL. has approved Treasury Stock Program for financial management

in the amount not more than 831,990,715 shares (at par value of 1 Baht per

share) or not more than 10% of the total paid-up capital. The maximum amount of

the share repurchased will not exceeding 300,000,000 Baht. The Company

repurchased its shares in the Stock Exchange of Thailand commencing from 15

March 2007 to 14 September 2007 (6 months). On 14 September 2007, the

Company notified the completion of the share repurchase program. The total shares

repurchased were 634,400,000 shares or 7.625% of total paid-up capital.

Progression of Business Rehabilitation Plan of the CompanyûsSubsidiary

After the Central Bankruptcy Courtûs approval of the Business Rehabilitation

Plan of Jasmine International Overseas Co., Ltd. (JIOC), a Companyûs subsidiary,

on September 30, 2003, JIOCûs Plan Administrators put their efforts to carry out

all the tasks set out in the Plan and finally succeeded in completing all the

requirements stipulated therein. Therefore, on July 26, 2007 the Central Bankruptcy

Court ordered the termination of JIOCûs Rehabilitation proceeding, enabling the

Companyûs Board of Directors to resume their power and duties to manage the

companyûs business and assets and the shareholders to regain their legal right.

Significant Activities and Changes of the Company andSubsidiaries

ë Network and Service Provider

Jasmine Internet Co., Ltd.

Jasmine Internet Co., Ltd. was granted type 1 license (Licensee without

own network) by the National Telecommunication Commission of Thailand for the

provision of such Internet services as Broadband (Dialup via ISDN), ADSL Internet,

Wifi Internet, Voice over Internet Protocol - servicing only from computer to

computer and from computer to fixed line telephone without telephone number --,

Electronic Data Interchange service (EDI), Data Center service, Web Hosting, Mail

Hosting, Backup server, etc.

14 A n n u a l R e p o r t 2 0 0 7Jasmine International Public Company Limited14

The company also provides the international calling card service under the

çThookdeeé brand which by the license granted by NTC enables its users to reach

more than a hundred countries of the world.

Triple T Broadband PCL.

Triple T Broadband PCL., a subsidiary of Acumen Co., Ltd., was registered

as a Public Company Limited on September 4, 2007. It established Triple T

Internet Co., Ltd. (TTTI) as its subsidiary on May 30,2007. Later, on June 20,

2007 TTTI received type 1 license for Internet service from NTC.

ë Other Interests

TT&T PCL.

TT&T PCL. has expanded the customer base for data communication

service-a service with highly potential growth - and at the same time has gained the

income from new businesses allowed by NTCûs license.

In the previous year, its subsidiary, Triple T Global Net Co., Ltd. received

the Internet service provider license type 2 (Licensee with own network) for

International Internet Gateway service (IIG) and National Internet Exchange (NIX)

service and the network telecom license type 3 (Licensee with own network) to

engage in the International Direct Dialing (IDD) as well as International Private

Leased Circuit (IPLC) from NTC. Moreover, another subsidiary, TT&T Subscriber

Services Co., Ltd. was given type 1 license for international calling card service

from NTC as well.


Social Activities and Contribution

Jasmine International PCL. has always placed a concern on the society,considering it as an important element of the nation. With a strong aim to contributeand develop the Thai society, it has set up a policy, emphasizing involvement inactivities which are beneficial to the public ; for instance, giving support toeducation of all levels and creative activities of the youth. In addition, it focuses onimproving the needy peopleûs living condition. So, it has cooperated with variouscharity organizations to provide such people with necessary benefits. Apart fromthis, it consistently gives support to sports and religion.

In the year 2007, the Companyûs made several contributions to education.It gave the Sorlaeh Suksa School, Wat Phasuk Maneejakra Mitraphap 116th Schooland Nandhabhiwat School (Wat Koo) in Nonthaburi financial donations forsupporting their Childrenûs Day activities. In addition, it donated the second handcomputers to Wat Changyai School in Ayudhaya and as well, it donated the schooluniforms to the hill tribe children in the north of Thailand via the Mirror Foundationof Chiang Rai Province. It also supported the çPlazma Z teamé of ChulalongkornUniversityûs Engineering students in robot football competition on World Robocup2007 in Atlanta, U.S.A. Moreover, it offered chances for senior university studentsto have a work training prior to their graduation in various departments of its ownand the subsidiaries such as Engineering Department, Public Relations Department,Human Resources Department and Information and Technology Department andso on, believing that this would help them to be well prepared and ready forentering the real world of working people with efficiency.

For public charity, in the previous year, the Company supported the ThaiRed Cross Societyûs project of blood donation by inviting the executives andemployees of Jasmine International Group to donate their blood every 3 months.Additionally, the needy were also assisted ; the Company set up the çSecond HandSalesé project to raise fund for Bangkhae Home for the Aged 1 and 2, BangkokMetropolis.

In term of sports, the Company supported the 15th Traditional GolfTournament between Chulalongkorn University and Thammasat University, theproceeds of which was presented to Her Royal Highness Princess Maha ChakriSirindhorn to raise the fund for Anandamahidol Foundation. It also gave a financialdonation for the 63rd traditional football match between Chulalongkorn Universityand Thammasat University in order to promote a sport spirit among students.

With the awareness of the importance of religion, last year, the Companyregularly held activities on significant religious occasions ; for example, it held aCandle Offering Ceremony for the Buddhist Lent which was participated by manyexecutives and employees with the aim to continue the valuable Thai tradition.Besides, in order to foster religion, it gave donations to the temples. Last year, theCompany took the donation given by the employees and other faith-hearted peopleto Wat Kokten, a needy temple in Suphanburi and Wat Chonpratan Rangsarit inNonthaburi.

In summary, the Company truly has a strong intention to contribute anddevelop the society to be the solid ground of the country.


RISK FACTORS

1. Business Operation Risk Factors

ë Revenue

Risks due to the expiration of the concessions and competitions

amongst the competitors in the same industry.

The Group, under the concessions awarded by the government bodies,

has the right to undertake several projects in pertinent to network and service

provider, system integration, and other interests which have served as sources for

the Groupûs core revenue. As the concessions are presently running close to the

expiration dates, the revenue sharing conformably decreased. In addition, the

higher competitive environment amongst competitors within the same industry,

caused by telecommunications liberalization, highlights the risk in revenue to some

outstanding extent. Having been well aware of this risk, the Company has sought

for new revenue channels to replace the expiring concessions while maintaining the

transmission circuit base utilized by TOT PCL. and proposing other alternative

network utilization to gain more revenue. As for the service area, the after-sales

service has been improved and the Customer Relationship Management (CRM) has

been upgraded to differentiate the Groupûs efficiency from that of the competitors in

order to upkeep the existing customer base while penetrating into other industries

for new customers. Responsive pricing measurement has also been initiated to tackle

the competition.

ë Human ResourcesIn telecommunications business, knowledgeable and specialized personnel

are required to support the business growth and expansion. However, currently, the

telecom business still needs more quality personnel and experts. The liberalization

of Thai telecom results in the birth of several new telecom operators which consequently

causes an extensive turnover rate of quality personnel, who once leave the Company

cannot be properly replaced by some of the rest personnel who are not knowledgeable,

competent and skilful enough. The Company; therefore, has set up measures and

means to manage the risk by recruiting skilled personnel, initiating the personnel

development plan by arranging training courses in alignment with the business plan

of the Company, learning basic technological know-how from product suppliers,

defining clear work system for better comprehensibility, setting up a clear personnel

replacement plan as well as career path plan, and develop the Company environment

for new knowledge perception.


ë Laws and PoliticsLaws regarding the telecommunications operation issued by the National Telecommunication Commission

of Thailand (NTC) can create risks to the Company. For examples, the issue of new regulations regarding such new

technologies as Wimax or 3G, and the launch of Interconnection Charge result in higher service costs. However, the

Company has not only kept a close look on new regulations to be issued with emphasis on the issues that will directly

cause crucial impact to the Company, but also kept cooperating with NTC in sharing comments for smooth business

running in compliance with NTCûs regulations.

Regarding the disputes between TOT PCL. and the company held by the Companyûs subsidiaries, the

counter-parties, over the leased line service, the Company has consulted with its legal consulting firm for proper

suggestions as well as impact and damage assessment before negotiating with TOT PCL. for mutual conclusion.

ë Competitions and ServicesUnder the volatile marketing environment, having trade or product supply alliances has become an essential

business factor. Presently, the Company has not many trade alliances due to competition intensity. Therefore, this is

considered a risk. To cope with this risk, the Company focuses on improving the relationship with these alliances,

working closely together, negotiating for permanent business liaison, and meanwhile, seeking for new products and

suppliers.

2. Financial Risk Factors

ë Risks from the increase of interest rateThe countryûs fluctuation rate which tends to get higher and may result in the rise of the loan interest rate

and an increase in the Groupûs interest costs is considered a risk of the Company. To manage such risk, the Company

closely monitors the interest rate tendency and negotiates with financial institutes to settle a fixed interest rate over

appropriate terms conformable to the Groupûs cash flow. Additionally, it has also surveyed and arranged for new

financial implements or derivatives.

ë Risks from Exchange RateAs at December 31, 2007, the Companyûs subsidiaries had net liabilities in foreign currencies which had

not been hedged against risks in exchange rate as follows:


As the Company has not obtained revenue in foreign currencies, it might be

slightly affected by risk from the exchange rate. As at December 31, 2007,

remaining foreign-currency liabilities of the Companyûs subsidiaries was merely

US$ 29 million ; whereas, their assets in the form of foreign-currency deposit were

around USD 20 million. This would reduce impacts, which might be caused by

risks from foreign exchange rate. Nonetheless, the Companyûs subsidiaries undertake

a short-term risk management measure through forward exchange contracts for the

debts in foreign currencies that due within 6 monthûs time.

However, the Company believes that it will not be affected both by risks in

foreign exchange rate caused by the import of overseas equipment and by the

overseas investments since the Company has set up a risk management measure for

the purchase of valuable equipment with periodical or lengthy delivery term through

forward exchange contracts in foreign currencies. The overseas investments are

carried out by JIOC which, at present, has reserved the loss resulted from the

decrease in overseas investment value in full amount and recorded such investment

amount as zero.

ë Risks due to uncertainty of the return on investment of thecompanyûs subsidiaries

The Company has set up a measure for risk management by discussing with

its subsidiaries to establish a clear policy regarding the return on investment from

the subsidiaries, and has closely monitored each particular subsidiaryûs business

operational result.

ë Risks from credit refusal from financial institutesAs financial loans are essential for business expansion, to prevent the risk

from not obtaining credits from financial institutes, the Company has undertaken

structural adjustment regarding financial ratio to comply with the creditorsû requirements

and also tried to seek credits from alternative financial institutes.

The Company realizes the importance of the aforementioned risks factors

and their effects on business operation. As such, it has set up measures to control

them to be of the least chance of occurrence or to eliminate them to enhance the

maximum benefits for the Company.

Consolidated Financial Statement The Companyûs Financial Statement

Currency Foreign Currency Baht Equivalence: Foreign Currency Baht Equivalence:(Million Baht) (Million Baht)

Us Dollar 29 Million 997.84 - -

Total 997.84 - -

Total Assets 14,979.43 8,200.97

% Per Total Assets 6.66 0.00

Remark : Exchange rate as on December


Prospects of Telecommunications Business inthe Year 2008

The December 2007 general election has brought Thailand in the following2008 the new government and the stronger political stability which, as a consequence,has not only gained back the confidence of both the investors and the operators butalso attracted them to once again invest in various capital markets and businesses ofthe country. The once-sluggish investment atmosphere ; therefore, gradually becomesbetter. The new government itself has issued the policy which emphasizes economicstimulation in many ways ; for instance, promoting the investment in mega-projects

to enable the increase in employment ; reducing the interest rate to encourage more household spending ; liftingfinancial as well as investment measures which hinder foreign investment and so on. However, despite such favorablefactors, some same old factors which have affected telecommunications industry and caused concern among theoperators ; for examples, the continually increasing oil price, leading to the rise of the production cost ; the Subprimeproblem of the United States of America which has presently spread to various regions of the world; the Bahtappreciation which impacts exporters, the inflation problem and so forth still exist.

So far as the 2008 forecast of Thailandûs telecommunications business is concerned, a research by NationalStatistical Office has revealed that the year 2008 is likely to witness the increase in the reliance on Information andTechnology of both the households and offices. Therefore, it is expected that the private and the state sectors wouldbe in good co-operation not solely on the development of the IT system to enhance its efficiency but also on theprudent utilization of the IT resources for adequate service provision country-wide. Due to the rapid growth andprogress of telecommunications industry, technological development and convergence are necessary as they lead tothe better and quicker services with more beneficial options. The new development on content and application as wellas the issue of licenses by National Telecommunication Commission of Thailand (NTC) which allow diverse serviceprovision are essential bases which enable Thailand to be potential and ready for the competition in the internationallevel. Besides, the government is well intent on promoting the use of Information Technology to develop itsadministration and management. So, e-government, e-commerce and others are encouraged in order to reduceunnecessary working processes and increase administration efficiency. For this purpose, it plans to invest in Broadbandnetwork to support the high-speed Internet which will help enhance the virtual private network usage nationwide,

enabling the development of new services for the public.

Significant Telecom BusinessFixed-line telephone : The fixed-line telephone network which has been only for voice transmission can also

be developed to be the network for high-speed data transmission, providing both the high-speed Internet and videotransmission at the same time. Moreover, the existing fixed-line telephone network - Fiber optic and copper cable -is very potential to enhance higher capacity which will be very useful for the telecom network of high-speed datatransfer. Above all, the clients will receive the benefit from this network development.

Mobile phone As at present the penetration rate of mobile phone usage almost reaches the saturated point soit is expected that the usage of mobile phones will not increase whereas the income per mobile number tends to beunchanged or decreased respectively. Moreover, the competition among the operators for the clients still focuses onthe price deduction which, however, is a benefit for users as the calling rate is decreased.

Broadband Internet service Presently there are more and more broadband Internet Service Providers (ISP)as the National Telecommunications Commission (NTC) has issued the high-speed Internet Service Provider license


to many ISPs. Nonetheless, most users cling to 3 giant operators who already have fixed-line telephone network ;TOT, True and TT&T. Currently, there are 16 million household users while only 1 million or 5% of them use thebroadband Internet showing that the penetration rate is still low compared to the country of equal GDP (GrossDomestic Product) per capita to Thailand. Therefore, the Internet business expanding chance is still high.

The Business Trend of the Company in the Year 2008The business of Jasmine International Group in the year 2008 will develop in every aspect. The synergy

among the companies in the Group is planed to enhance the efficiency and increase income for the whole Group asthe subsidiaries own efficient operation. Such existing networks of TT&T, JSTC and others can be synergized to bea highly strong, stable and efficient network and further developed for various services and applications. This will bea significant factor in driving the Company to be the Total Internet Player of the country.

Regarding the above potentials that allow the Company operate business in various forms, The NationalTelecommunications Commission (NTC) has issued the telecom licenses to Jasmine International Group as thetelecommunication operators providing all kinds of telecom services. These licenses are ;

Type 3 license of telecommunication business operation (Licensee with own network).-This license allowsservice to public users for the following services ; fixed-line telephone nationwide, the high-speed Internet, high-speedleased circuit, digital network, Virtual Private Network, Voice over IP (VOIP) and public pay phone.

Type 2 license of telecommunication business operation (Licensee with and without own network).-Thislicense allows service to certain clients for International Private Leased Circuit (IPLC), the International InternetGateway (IIG), the Internet hub, and Very Small Amateur Terminal (VSAT).

Type 1 license of telecommunication business operation (Licensee without network).-This license allowsservice to public users for the Internet service providing, Voice over IP (VOIP) and international calling card

The Company also provides the total turnkey solution service to general clients and big organizations offeringdesign, procurement, system and equipment installation for telecommunication and software system. Presently, theCompany has a high market share. Besides, this year the government has investment plan more than 10,000 MillionBath that will help raise the income for the Company consequently. To conduct such projects, the Company is ableto operate solely or being a joint venture with foreign companies.

One of the dominant business is the high-speed Internet which can contribute a high income and profit to thewhole Group. At present, the Company has the market share not less than 25% with about 1 million users in totaland it is expected that the number of users will grow up not less than 50% in this year or about 1.5 million users.Such growth will help the Company have more market share in this business.

The Company plans to expand all services such as çMax Neté- the high-speed Internet, Hot Spot çCyberpointwi-fié to cover all over country. The international calling card çThook-Deeé and wide band leased circuit will be astrong drive for the business of the Group.

The efficient and professional team is one of the key factors of business success. The Companyûs personnelhave a long-time experience and loyal to the company. The training are provided to the employees regularly both inclass and via working with the team. Moreover, the Company allows the employees to involve in making strategicplan of the Group and to synergy the business operation and management of all subsidiaries to leverage the efficiencyof the customer service.

The business conduction of Jasmine International Public Co., Ltd. in the year 2008 will be different fromthe past as the Company plans to expand the customer base to increase the amount of users with more market share.The advantage of having our own networks that can be synergized to be a strength combining with the professionalteam which is well-versed in telecommunications engineering, management and customer care is the key wheel indriving the Company business to grow. The Company will gain more income and profit than before by adjustingstrategic plans to integrate subsidiariesû business that will considerably support one another among the JasmineInternational Group making us the widest-range of telecommunication company of Thailand.


Shareholding Structure

The shareholding structure of the Company as at the latest closing date for the Company share register book

(April 4, 2007) is as follows :

Group of Shareholder* Number of Shares % of Total Shares

1. Bodharamik Group 1,894,850,070 22.77

2. Bulakul Group 605,966,570 7.28

3. Thai NVDR Co., Ltd. 319,936,400 3.85

4. SOMERS (U.K.) LIMITED 305,000,000 3.67

5. Deutsche Bank Group 217,572,970 2.61

6. Ms. Kanokkaew Weerawan 180,446,500 2.17

7. Bangkok Bank Public Company Limited 115,611,377 1.39

8. UBS AG Group 102,424,100 1.23

9. Gerlach & Co. Group 87,731,800 1.05

10. Norbax Inc.,13 82,567,400 0.99

Notes : * Information of major shareholders as group of persons and juristic persons

% of Shareholding

1) Bodharamik Group - Individual

- Mr. Pete Bodharamik 22.70

- Mr. Anupong Bodharamik 0.07

2) Bulakul Group - Individual

- Ms. Varinthorn Bulakul 3.73

- Mr. Chan Bulakul 2.70

- Mr. Varut Bulakul 0.85

3) Deutsche Bank Group - Broker

- Deutsche Bank AG London 2.43

- Deutsche Bank International Ltd. 0.18

Deutsche Bank AG, Frankfurt 0.00

4) UBS AG Group - Broker

- UBS AG, London Branch-Asia Equity 1.23

- UBS AG, Singapore, Branch Securities Client Custody 0.00

5) Gerlach & Co Group - Broker

- Gerlach & Co - Dimensional Emerging Markets Value Fund, Inc 0.65

- Gerlach & Co., - The DFA Investment Trust Co - The Emging 0.27

Mkts Small Cap Series

- Gerlach & Co. - Emerging Market Core Equity Port Folio DFA 0.09

Investment Dimensions Group Inc.

- Gerlach & Co. - Dimensional Funds Plc 0.04

- Gerlach & Co. - Charles Schwab FBO Customers 0.00

- Gerlach & Co. - National Financial Services LLC 0.00


Management

Organization chart of Jasmine International PCL. as at December 31, 2007

Board of Directors

Chief Executive Officer

Audit Committee

Office of Internal Audit

Office ofChief Executive Officer

President

Office of President Accounting &Finance Department

Human ResourcesDepartment

Railway SignalingProject Office

InformationTechnology Department

AdministrationDepartment

Public RelationsDivision


The Board of Directors

Dr. Vichit YamboonruangIndependent Director andChairman of the Audit Committee

Dr. Varapol SocatiyanurakIndependent Director andMember of the Audit Committee

Dr. Yodhin AnavilIndependent Director andMember of the Audit Committee

Mr. Songrit KusomrosanananDirector andChief Executive Officer

Mr. Somboon PatcharasopakDirector

Mr. Subhoj SunyabhisithkulDirector

Mr. Somsak Padhana-anekDirector

Mr. Terasak JerauswapongDirector

Ms. Chomanad HirunmekavanichDirector

General Tienchai SirisumpanHonorary Chairman and Independent Director

24A n n u a l R e p o r t 2 0 0 7Jasm

ine International Public Company Lim

ited

FamilyRelationshipWith otherExecutives

Information of the Companyûs Management or Authorized Persons

Name Position Age Education Work Experiences

1) General Tienchai Sirisumpan Honorary 83 - Chulachomklao Military School (1947) None 2002-Present - Chairman of Semi Conductor VenturesChairman and - U.S.A. Command and General Staff College, Industrial Public Co., Ltd.Independent U.S.A. (1960) 1994-Present - Honorary Chairman and Independent Director,Director - National Defense College RTA. (1973) Jasmine International Public Co., Ltd.

2) Dr. Vichit Yamboonruang Independent 66 - Ph.D. Public & International Affairs, None 2006-Present - Independent Director and Member of the AuditDirector and University of Pittsburgh, Pennsylvania, U.S.A - Committee, Wiik & Hoeglund Public Co., Ltd.Chairman of the - Thai Institute of Directors Association (IOD) 2004-Present - Independent Director and Chairman of the AuditAudit Committee Chartered Director Class (CDC) Committee, Rayong Purifier Public Co., Ltd.

Audit Committee Program (ACP) 2000-Present - Chairman, Global Bond Industrial Co., Ltd.The Role of Chairman Program (RCP) 1999-Present - Independent Director and Chairman of the AuditDirectors Certification Program (DCP) Committee, Jasmine International Public Co., Ltd.Directors Accreditation Program (DAP) 1996-2000 - Executive Director, Refining Sector Group and

Acting Executive Director, E&P and NaturalGas Sector Group, Petroleum Authorityof Thailand

3) Dr. Varapol Socatiyanurak Independent 52 - Ph.D. (Finance) from Wharton Institute, None Aug 2007-Present - Chairman of C.I. Group Public Co., Ltd.Director and University of Pennsylvania, U.S.A. 2004-Present - Chairman of the Council of Trustees, CommunityMember of the - Thai Institute of Directors Association (IOD) College, Bangkok, Ministry of EducationAudit Committee Role of the Compensation Committee Program (RCC) - Director of National Science and Technology

Chartered Director Class (CDC) Development BoardAudit Committee Program (ACP) - Chairman of Audit Committee C.I. GroupThe Role of Chairman Program (RCP) Public Co., Ltd..Directors Certification Program (DCP) - Independent Director, United SecuritiesDirector Accreditation Program (DAP) Public Co., Ltd.

2001-Present - Chairman of Investment Advisory Board,Thai Red Cross Society



ited



1999-Present - Independent Director and Member of the AuditCommittee, Jasmine International Public Co., Ltd.

2000-2004 - Independent Director and Member of AuditCommittee, United Securities Public Co., Ltd.

1999-2003 - Director of National Industrial DevelopmentBoard

4) Dr. Yodhin Anavil Independent 58 - Ph.D. Electric Engineer, University of Cincinati, None 2006-Present - Independent Director and Member of AuditDirector and Cincinati, Ohio, U.S.A. Committee, Jasmine International Public Co., Ltd.Member of the - Thai Institute of Directors Association (IOD) 2001-Present - Chief Operation Officer, POP Network Co., Ltd.Audit Committee Directors Accreditation Program (DAP) - Director of Board, Department of Intellectual

Property, Ministry of Commerce1998-Present - Executive Director, Chackawat Holding Co., Ltd.1991-Present - Executive Director, Fairway Estate Co., Ltd.

- Executive Director, The Vintage Club Co., Ltd.

5) Mr. Songrit Kusomrosananan Director and Chief 49 - M.B.A., Chulalongkorn University None 1984-Present - Executive of Jasmine International GroupExecutive Officer* - National Defense College (JSPS), Class 18

- Diploma in Democratic Politics and Governance forHigh-Level Administrators, King Prajadhipokûs Institute

- Thai Institute of Directors Association (IOD)Directors Certification Program (DCP)The Role of Chairman Program (RCP)

6) Mr. Somboon Patcharasopak Director * 47 - M.B.A., Kasetsart University None 2002-Present - Director of Chaengwatana Planner Co., Ltd.- Thai Institute of Directors Association (IOD) 1982-Present - Executive of Jasmine International GroupDirectors Certification Program (DCP)Director Accreditation Program (DAP)

7) Mr. Subhoj Sunyabhisithkul Director * 39 - Bachelor of Electrical Engineering, None 1988-Present - Executive of Jasmine International GroupChulalongkorn University

- Thai Institute of Directors Association (IOD)Directors Certification Program (DCP)



ited



8) Mr. Somsak Padhana-anek Director * 44 - M.B.A., Chulalongkorn University None 1990-Present - Executive of Jasmine International Group- Thai Institute of Directors Association (IOD)Strategy and Policy Development ProgramFinance for Non-Finance Director (FN)Directors Certification Program (DCP)

9) Mr. Terasak Jerauswapong Director * 46 - Bachelor of Electrical Engineering None 1988-Present - Executive of Jasmine International Group(Telecommunications), King Mongkutûs Instituteof Technology, Ladkrabang

- Thai Institute of Directors Association (IOD)Directors Certification Program (DCP)Director Accreditation Program (DAP)

10) Ms. Chomanad Hirunmekavanich Director * 47 - Bachelor in Political Sciences, None 1993-Present - Executive of Jasmine International GroupChulalongkorn University

- Thai Institute of Directors Association (IOD)Director Accreditation Program (DAP)

11) Mr. Vorasak Pittawong Senior Vice 48 - Bachelor of Finance & Banking, None 2001-Present - Executive of Jasmine InternationalPresident, Assumption University Public Co., Ltd.Accounting &FinanceDepartment

12) Mr. Roongfa Wattanapasit Vice President, 41 - Master of Business Administration, The University None 1995-Present - Executive of Jasmine International GroupOffice of the of the Thai Chamber of CommerceInternal Audit

13) Mr. Samkhan Rojanathavorn Vice President, 52 - M.B.A., Pennsylvania State University, USA None 2003-Present - Executive of Jasmine InternationalHuman Resources Public Co., Ltd.Department 1999-2002 - Executive Director, Borneo Technical (Thailand)

Co., Ltd.

Remarks : * Authorized Director


1. MANAGEMENT STRUCTURE

1.1 Details of the Board of Directors and management of the Company are as follows:

The Board of DirectorsThe Companyûs Board of Directors as at December 31, 2007 consists of the following 10 directors :

1. General Tienchai Sirisumpan Honorary Chairman and Independent Director

2. Dr. Vichit Yamboonruang Independent Director

3. Dr. Varapol Socatiyanurak Independent Director

4. Dr. Yodhin Anavil Independent Director

5. Mr. Songrit Kusomrosananan Director *

6. Mr. Somboon Patcharasopak Director *

7. Mr. Subhoj Sunyabhisithkul Director *

8. Mr. Somsak Padhana-anek Director *

9. Mr. Terasak Jerauswapong Director *

10.Ms. Chomanad Hirunmekavanich Director *

Remarks : * Authorized director

Mr. Pisit Tantirodjanakitjakarn is the Corporate Secretary.

The Chief Executive OfficerMr. Songrit Kusomrosananan

The Audit CommitteeThe Companyûs Audit Committee as at December 31, 2007 consists of the following 3 members :

1. Dr. Vichit Yamboonruang Chairman of the Audit Committee

2. Dr. Varapol Socatiyanurak Member of the Audit Committee

3. Dr. Yodhin Anavil Member of the Audit Committee

The Risks Management CommitteeThe Companyûs Risks Management Committee as at December 31, 2007 consists of the following

8 directors:

1. Mr. Somboon Patcharasopak Member of the Risks Management Committee

2. Mr. Subhoj Sunyabhisithkul Member of the Risks Management Committee

3. Mr. Somsak Padhana-anek Member of the Risks Management Committee

4. Mr. Terasak Jerauswapong Member of the Risks Management Committee

5. Mr. Pisit Tantirodjanakitjakarn Member of the Risks Management Committee

6. Mr. Vorasak Pittawong Member of the Risks Management Committee

7. Mr. Samkhan Rojanathavorn Member of the Risks Management Committee

8. Mr. Roongfa Wattanapasit Member of the Risks Management Committee and Secretary


The ManagementThe Companyûs management as at December 31, 2007 consists of the following 4 executives:1. Mr. Vorasak Pittawong Senior Vice President, Accounting and Finance Department2. Mr. Roongfa Wattanapasit Vice President, Office of Internal Audit3. Mr. Samkhan Rojanathavorn Vice President, Human Resources Department4. Mr. Subhoj Sunyabhisithkul Project Director-Railway Signaling Project Office

1.2 Information of the Management, Authority, and Duties of the Companyûs Board ofDirectors and Executive Officers

The definition of çIndependent DirectoréIndependent director is a non-executive director who neither involves in the day-to-day management nor

is the Companyûs major shareholders. The independent director must have the following qualifications:-1. He/she does not hold shares exceeding 5 per cent of the total shares having right to vote in the Company

or in a subsidiary or an affiliated company or is not a person who may have conflict of interest including a personrelated to Section 258 of the Securities Law.

2. He/she is not involved in the day-to-day management and is not an employee or a staff member or anadvisor who receives a regular salary from the Company or is not a person who has influence in the Company or ina subsidiary or an affiliated company or is not a person who may have conflict of interest. He/she must be clearedfrom conflict for minimum of one year.

3. He/she does not have any business relationship such as being customers, suppliers, creditors, debtorsand is cleared from either direct or indirect financial or other interest involved in the management and business of theCompany, its subsidiary, associated company. He/she is not a person who is confined by conflict of interest

4. He/she is not a relative of management or major shareholders of the Company, a subsidiary or anaffiliated company or a person who may have conflict of interest. He/she is not a nominee or representative of anydirector or major shareholder.

Person who may have conflict means a person according to the announcement of the Securities and ExchangeCommission, no. Kor Jor. 32/2549 regarding the submission and exemption of submission of the information of thesecurities offering.

Business relationship means the trade transaction or interests received or paid of which its amount isexceeding 5% of the Companyûs income or exceeding 5% of the Company in which the director has an authority orhas loan exceeding 5% of total assets of the Company.

The Authority and Duties of the Companyûs Board of Directors1. All directors shall perform their duties in compliance with the laws, Objectives and Articles of Association

of the Company as well as resolutions of the Companyûs shareholdesû meetings.2. All directors are prohibited from engaging in any business, being a partner, or director in any entity

which is in a similar business and in competition with the business of the Company, unless such directors receive aprior consent from the board of directors in a board of directorûs meeting.

3. All directors shall inform the Company without delay of their interests in any contract which theCompany has entered or is about to enter into, or when their shares or debentures in the Company or its affiliatesincrease or decrease.

4. A Board of Directorsû meeting shall be held at least once every 3 months.5. The directors who are authorized to bind the Company in any transactions are either the chairperson or

other two directors together, who would sign and affix thereto with the Companyûs seal.


6. The Board of Directors is empowered to designate the director(s) to bind the Company by signing his(their) name(s) and affixing the Companyûs seal.

The Authority and Duties of the Chief Executive OfficerThe Chief Executive Officer controls, supervises, follows up the operations of the President and the

Management team, and concurs and adjusts the Company business plan in compliance with the existent businessstatus. The Chief Executive Officer is authorized to approve the normal business transaction of up to Baht 30 millionvalue for the interests of the business management and operations of the Company so as to ensure that the objectivesof the policies and business plan determined by the Board of Directors shall be accomplished.

Whereby, the approval for such business transaction does not include the transaction in which ChiefExecutive Officer or any person, who may have conflict of interest as per definition set forth in the Notifications ofthe Securities and Exchange Commission and/or the Stock Exchange of Thailand, has an interest in any other waywith the Company or its subsidiaries.

The Authority and Duties of the PresidentThe President manages, administers, and implements the normal functions of the Company in such a way as

to further the interests of the Company. The Presidentûs scope of authority and duties are determined by the Boardof Directors, as follows:

1. The President is to supervise, administer, and implement the normal functions of the Company in sucha way as to further his interests in accordance with the Companyûs Objectives and Articles of Association as well asthe rules, resolutions, policies, plans, and budgets authorized by the Board of Directors under all relevant laws, andthe scope of authority determined by the Board of Directors.

2. The President is to have the authority to approve the transactions in which the Company is borrowing,lending, guaranteeing, purchasing, providing or hiring services, or performing other normal activities of theCompany involving sums of not more than Baht 10 million. To this purpose, the President may assign or delegatehis authority to any individual as his attorney or substitute to act or perform any specific transactions in accordancewith the designated authority.

The above-mentioned authority does not include the transaction in which the President or any persons whomay have conflict of interest, as per definition set forth in the Notifications of the Securities and ExchangeCommission and/or the Stock Exchange of Thailand, have an interest or conflict of interest in any other way with theCompany or its subsidiaries.

The Scope of Duties and Responsibilities of the Audit Committee1. To verify all financial reports for completeness, creditability, and conformity to actual conditions2. To verify internal controls procedures and systems for appropriateness and effectiveness3. To appoint an independent auditor4. To verify and keep the Company to conform to laws and regulations5. To verify and prevent any of conflicts of interest occurrence6. To perform whatever duties assigned by the Board of Directors7. To prepare a report of the Audit Committee, signed by the Chairman of the Audit CommitteeThe Audit Committee has a 3-year term in the office. In case of vacancy for any reason other than at the

expiry of his term, the Board of Directors shall, to fulfill the Audit Committee as stipulated, elect and appoint aqualified person to fill in the vacancy. Such new member of the Audit Committee shall retain his office only for the

remaining term of the office of the Audit Committee member whom he replaces.


Authorities and duties of Risks Management Committee1. To stipulate Risk Management framework and policy2. To set up risk management strategy, proceed and promote the risk management to be used in the whole

organization, focusing on raising of risk awareness3. To verify, follow up and evaluate the risk management plan so as to decrease the risks to be in a proper

level4. To regularly report to the Board of Directors of the Company regarding the matters that need to be

improved so as to be in compliance with the set forth rules and regulations

Shareholding by the Directors

Shareholding by the Board of Directors in Subsidiary/Associated Companies

Name of Company Name of Directors Type of Share

Jasmine Submarine Telecommunications Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1

Mr. Somboon Patcharasopak Ordinary 1

Thai Long Distance Telecommunications Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1


Mr. Terasak Jerauswapong Ordinary 1

JasTel Network Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1


Mr. Subhoj Sunyabhisithkul Ordinary 1

Mr. Somsak Padhana-anek Ordinary 1


Acumen Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1


Smart Highway Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1





Ms. Chomanad Hirunmekavanich Ordinary 1

ACeS Regional Services Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1



ACeS (Thailand) Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1



Jasmine Telecom Systems PCL.1) Mr. Songrit Kusomrosananan Ordinary 100,400

ESOP 1,050,000

Mr. Somboon Patcharasopak Ordinary 100,400

ESOP 600,000

Mr. Subhoj Sunyabhisithkul Ordinary 100,000

ESOP 1,050,000

Number of Sharesas at

December 31st, 2007


Name of Company Name of Directors Type of Share


ESOP 600,000

Mr. Terasak Jerauswapong Ordinary 100,000

ESOP 600,000

TT&T PCL.2) Mr. Songrit Kusomrosananan Ordinary 331,350

Mr. Somboon Patcharasopak Ordinary 637,750

Mr. Terasak Jerauswapong Ordinary 77,000

Premium Asset Co., Ltd. Mr. Somsak Padhana-anek Ordinary 1


T.J.P. Engineering Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1





Mobile Communication Services Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1






Compunet Corporation Limited Mr. Songrit Kusomrosananan Ordinary 1



Jasmine Cyberworks Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1





Jasmine Smart Shop Co., Ltd. Mr. Songrit Kusomrosananan Ordinary 1



Remarks : 1) Shareholding as at 3 December 2007, the closing date of share register book2) Shareholding as at 6 March 2007, the closing date of share register book

Number of Sharesas at

December 31st, 2007



ited

Stakes in Jasmine International Public Company Limited for the Management or Authorized Persons

1) General Tienchai Sirisumpan 2,993,300 0.04 - - - - - -

2) Dr. Vichit Yamboonruang 1,193,300 0.01 - - - - - -

3) Dr. Varapol Socatiyanurak - - - - - - - -

4) Dr. Yodhin Anavil - - - - - - - -

5) Mr. Songrit Kusomrosananan 32,764,420 0.39 9,877,860 14.66 14,117,890 1.22 28,933,000 0.57

6) Mr. Somboon Patcharasopak 18,589,270 0.22 - - 14,966,500 1.29 13,800,000 0.27

7) Mr. Subhoj Sunyabhisithkul - - 9,278,010 13.77 - - 3,936,000 0.08

8) Mr. Somsak Padhana-anek 2,500,000 0.03 9,278,010 13.77 - - - -

9) Mr. Terasak Jerauswapong 5,509,500 0.07 3,771,540 5.60 75,580 0.01 5,509,500 0.11

10) Ms. Chomanad Hirunmekavanich - - 3,905,240 5.79 - - - -

11) Mr. Vorasak Pittawong 30 0.00 - - - - - -

12) Mr. Roongfa Wattanapasit 30 0.00 505,840 0.75 - - - -

13) Mr. Samkhan Rojanathavorn - - - - - - - -

Remarks : (1) = JAS Ordinary Share(2) = ESOP All Classes and Issues of the Directors or Employees Stock Option Plan(3) = JAS-W Right Warrant(4) = JAS-W2 Right Warrants No. 2(5) = Total JAS 8,319,907,163 Shares(6) = Total ESOP 67,379,950 Units(7) = Total JAS-W 1,156,173,100 Units(8) = Total JAS-W2 5,035,417,950 Units

NameShare Holding Ratio JAS(1) Share Holding Ratio ESOP(2) Share Holding Ratio JAS-W(3) Share Holding Ratio JAS-W2(4)

Amount of Shares %(5) Amount of Shares %(6) Amount of Shares %(7) Amount of Shares %(8)



ited

1. General Tienchai Sirisumpan - - - - - - - - - - - - - -

2. Dr. Vichit Yamboonruang (1,000,000) - - - - - - - - - - - - -

3. Dr. Varapol Socatiyanurak - - - - - - - - - - - - - -

4. Dr. Yodhin Anavil - - - - - - - - - - - - - -

5. Mr. Songrit Kusomrosananan - - - - - - (1,376,910) - - - - - - -

6. Mr. Somboon Patcharasopak - - - - - - - - - - - - - -

7. Mr. Subhoj Sunyabhisithkul - - - - - - (1,325,430) - - - - - - -

8. Mr. Somsak Padhana-anek (1,500,000) (2,300,060) (310,000) - - (1,767,240) (1,325,430) - - - - - - -

9. Mr. Terasak Jerauswapong - - - - - (718,390) (538,790) - - - - - - -

10. Ms. Chomanad Hirunmekavanich - - - (1,516,600) - (454,980) (341,230) - - - - - - -

11. Mr. Vorasak Pittawong - - - - - - - - - - - - - -

12. Mr. Samkhan Rojanathavorn - - - (77,800) - - - - - - - - - -

13. Mr. Roongfa Wattanapasit - - - - - - (116,730) - - - - - - -

Remarks : * Class 1 Warrant Issue No. 2

Class 2 Warrant Issue No. 3 and 4 Expired on 10 April 2007

Class 3 Warrant Issue No. 2

Change in Shareholding of the Directors and the Management of Jasmine International Public Company Limited

Name-Surname OrdinaryShare

(Shares)

Warrant (units) Class 1 Warrant Class 2 Warrant Class 3 Warrant

JAS-W JAS-W2 Issue No. 2* Issue No. 3 Issue No. 3* Issue No. 4* Issue No. 5 Issue No. 6 Issue No. 7 Issue No. 8 Issue No. 9 Issue No. 10 Issue No. 2*

Change of Share Amount in the year 2007



ited

1. General Tienchai Sirisumpan 2,993,300 - - - - - - - - - - - - -

2. Dr. Vichit Yamboonruang 1,193,300 - - - - - - - - - - - - -

3. Dr. Varapol Socatiyanurak - - - - - - - - - - - - - -

4. Dr. Yodhin Anavil - - - - - - - - - - - - - -

5. Mr. Songrit Kusomrosananan 32,764,420 14,117,890 28,933,000 - - - - 1,915,710 1,376,910 1,915,710 1,376,910 1,915,710 1,376,910 -

6. Mr. Somboon Patcharasopak 18,589,270 14,966,500 13,800,000 - - - - - - - - - - -

7. Mr. Subhoj Sunyabhisithkul - - 3,936,000 - - - - 1,767,240 1,325,430 1,767,240 1,325,430 1,767,240 1,325,430 -

8. Mr. Somsak Padhana-anek 2,500,000 - - - - - - 1,767,240 1,325,430 1,767,240 1,325,430 1,767,240 1,325,430 -

9. Mr. Terasak Jerauswapong 5,509,500 75,580 5,509,500 - - - - 718,390 538,790 718,390 538,790 718,390 538,790 -

10. Ms. Chomanad Hirunmekavanich - - - - 1,516,610 - - 454,980 341,230 454,980 341,230 454,980 341,230 -

11. Mr. Vorasak Pittawong 30 - - - - - - - - - - - - -

12. Mr. Samkhan Rojanathavorn - - - - - - - - - - - - - -

13. Mr. Roongfa Wattanapasit 30 - - - - - - - 116,730 - 116,730 155,650 116,730 -

Remarks : * Class 1 Warrant Issue No. 2

Class 2 Warrant Issue No. 3 and 4 Expired on 10 April 2007

Class 3 Warrant Issue No. 2

Name-Surname OrdinaryShare

(Shares)

Warrant (units) Class 1 Warrant Class 2 Warrant Class 3 Warrant

JAS-W JAS-W2 Issue No. 2* Issue No. 3 Issue No. 3* Issue No. 4* Issue No. 5 Issue No. 6 Issue No. 7 Issue No. 8 Issue No. 9 Issue No. 10 Issue No. 2*

Total Amount at the End of 2007

Change in Shareholding of the Directors and the Management of Jasmine International Public Company Limited (Continued)



ited

Details of the Executives and Authorized Persons in the Subsidiary and Affiliated Companies

Names of Executives /Authorized Persons

Subsidiaries Affiliates

JSTC TLDT JasTel ACU SHW TTTBB ARS Ji-NET JTS STCC NTU JIOC JSS CP PA ACT PP TT&T IKSCJAS

1) General Tienchai Sirisumpan H,I

2) Dr. Vichit Yamboonruang CA,I

3) Dr. Varapol Socatiyanurak AC,I

4) Dr. Yodhin Anavil AC,I

5) Mr. Songrit Kusomrosananan A,CEO A A A A A A,C A,C A,C A A A,C A A A,C A,C

6) Mr. Somboon Patcharasopak A A A A A,P A,CE A A,CE A,CE A A A A A A

7) Mr. Subhoj Sunyabhisithkul A A A A A A,E,P A D A,CE A,E A A A

8) Mr. Somsak Padhana-anek A A A A A,P A A A,P A,E E A A A A

9) Mr. Terasak Jerauswapong A A,P A,P A A D A A,E,P A A A A A A

10) Ms. Chomanad Hirunmekavanich A

11) Mr. Vorasak Pittawong D A

Remarks :

A = Authorized Director AC = Member of the Audit Committee CE = Chairman of Executive Committee

C = Chairman CA = Chairman of the Audit Committee E = Executive Director

CEO = Chief Executive Officer D = Director P = President

H = Honorary Chairman I = Independent Director

VC = Vice Chairman



ited

Details of the Directors in the Subsidiary and Affiliated Companies

Names of ExecutivesSubsidiaries Affiliates

JSTC TLDT JasTel ACU SHW TTTBB ARS Ji-NET JTS STCC JIOC JSS CP PA ACT PP TT&T IKSC

1. Ms. Saijai Kitsin D D D A,E

2. Mr. Weera Kongcharoen D

3. Mr. Pisit Tantirodjanakitjakarn E A A,E,P

4. Mr. Swat Srikham A,VC

5. Mr. Pleumjai Sinakorn D,E A

6. Mr. Kittipong Mekvichitsaeng A

7. Mr. Varin Chayanun A

8. Mr. Julapong Limpasuthum A

9. Mr. Paisan Kaweyanun D

10. Ms. Orapin Pongvaramitchai A

11. Mr. Panapak Prommakoon A

12. Mr. Arporn Kengpol D,CA,I

13. Mr. Monton Sudprasert D,AC,I

14. Mr. Annop Suthakavatin D,AC,I

15. Ms. Busakorn Jonksaksawat E

16. Ms. Oranuch Chandhasin A

17. Ms. Pindao Rojanakul A

18. Ms. Sirirat Kanhasiri A

Remarks :

A = Authorized Director AC = Member of the Audit Committee C = Chairman

CA = Chairman of the Audit Committee CE = Chairman of the Executive Committee CEO = Chief Executive Officer

D = Director E = Executive Director H = Honorary Chairman

I = Independent Director P = President VC = Vice Chairman



ited

Names of ExecutivesSubsidiaries Affiliates

JSTC TLDT JasTel ACU SHW TTTBB ARS Ji-NET JTS STCC JIOC JSS CP PA ACT PP TT&T IKSC

19. Ms. Saowanit Thanomsuwan A

20. Mr. Pete Bodharamik A A

21. Mr. Raks Unahabhoka CA,I

22. Ms. Punnee Worawuthichongsathit AC,I

23. Ms. Bilaibhan Sampatisiri AC,I

24. Mr. Sudhitham Chirativat I

25. Mr. Prachuab Tantinon A A,P A

26. Mr. Vasant Chatikavanij D

27. Mr. Suroj Lamsam A

28. Ms. Manida Zinmerman A

29. Mr. Taj Bussadeegarn A

30. Mr. Thiti Nantapatsiri A

31. Mr. Noppadol Dejudom A

32. Ms. Pannipa Rodwanna D

33. Ms. Suvimol Krittayakiern D

34. Mr. Somchai Manuratanawong D

35. Mr. Kritsada Boonchaiya E

Remarks :

A = Authorized Director AC = Member of the Audit Committee C = Chairman

CA = Chairman of the Audit Committee CE = Chairman of the Executive Committee CEO = Chief Executive Officer

D = Director E = Executive Director H = Honorary Chairman

I = Independent Director P = President VC = Vice Chairman

Details of the Directors in the Subsidiary and Affiliated Companies (Continued)


2. RECRUITMENT OF DIRECTORS AND EXECUTIVES

The constitution, and the appointment or removal or vacation from the office of the directors have been setforth in the Articles Association of the Company, which are summarized as follows:

1. The Company shall have a Board of Directors comprising at least 5 individuals and not less than halfof the total number of directors must have their residence in the Kingdom of Thailand.

2. The shareholders shall appoint the directors, at the shareholdersû meeting, in accordance with thefollowing rules and procedures:

1). Each shareholder shall have one vote per share.

2). Each shareholder may cast his vote(s) as per calculated in 1) for one or any number of the candidates,

one by one. However, the vote(s) shall not be distributed or divided among the candidates.

3). The candidates receiving the highest number of votes in the respective order of the votes shall

be elected at such time. In the event that a number of candidates receiving an equal number of votes

for the last directorship exceeds the number of directors the Company required or to be elected at

such time, the Chairman of the meeting shall have a second or casting vote.

3. A director who wishes to resign from office shall submit his resignation letter to the Company. Theresignation shall be effective from the date the resignation letter reaches the Company.

4. At every annual general meeting, one-third of the directors who has the longest term in office shall retire.If the number of directors is not a multiple of three, then the number nearest to one-third shall retire from office. Theretired director shall be eligible for re-election.

5. The shareholdersû meeting may adopt a resolution to remove any director from office prior to the end ofhis term by a vote of not less than three-fourth of the number of the shareholders who attend the meeting and havethe right to vote and by an aggregate of not less than half of the number of shares which are held by the shareholderswho attend the meeting and have the right to vote.

In selection of the independent director, the Company has set the qualifications as mentioned in clause1.2. The Company will nominate or approach the qualified experts from various professions who not only possessleadership, moral and ethics but also are able to express their opinions freely for being selected as the independent

director.

3. REMUNERATION FOR MANAGEMENT

3.1 Cash Remuneration

1) Remuneration for Board of Directors of the Company and its Major Subsidiaries

1.1) Jasmine International Public Company Limited

ë Each Independent Director receives the remuneration of 40,000 Baht per month.

ë The Chairman of the Audit Committee receives the remuneration of 10,000 Baht per month.

ë The Honorary Chairman receives the remuneration of 160,000 Baht per month

ë The Executive Directors do not receive the remuneration.

1.2) Jasmine Submarine Telecommunications Co., Ltd.

The Executive Directors do not receive the remuneration.

1.3) Acumen Co., Ltd.

The Executive Directors do not receive the remuneration.


2) The Remuneration for the Executive Directors and Management of the Company and its Major

Subsidiaries

Items Persons Year 2006 (Baht) Details

1. Jasmine International PCL. 4 14,022,389.00 Salary and bonus

2. Jasmine Submarine Telecommunications Co., Ltd. 8 14,541,037.87 Salary and bonus

3. Acumen Co., Ltd. 6 11,107,455.00 Salary and bonus

Total 18 39,670,881.87

The details of remuneration paid in cash to the Companyûs Plan Administrator and Audit Committee during

the year 2007 is as follows:-

ë The total remuneration of the Plan Administrators was Baht 100,000 per month.

ë The total remuneration of the 3 Audit Committee members in 2007 was Baht 1,560,000 This is shown

in the subsection 3.1 clause 1.1.

3.2 Other Forms of Remuneration1) The Company had issued Rights Warrants for the subscription of common shares of the Company and

offered to the Directors and employees of the Company and subsidiaries (ESOP). The total amount of 18,375,706

units, classified as the following:-

ë Class 1 Warrants (ESOP) Total 11,749,574 Units

Exercise Price* 10.00 Baht

Final Exercise Date 15 March 2008


Exercise Price* 15.00-29.28 Baht



Exercise Price* 15.00 Baht


Remarks: * The ESOP exercise prices were adjusted as per details in the Remarks of 8.1 clause 2), Warrants in the 56-1 Form.

As at April 10, 2007, the un-subscribed ESOP of 29,396,238 units expired as detailed below:-

ë Class 1 ESOP, Issue No. 2: 12,985,008 units




As at December 31, 2007 the remaining of the un-subscribed warrant of ESOP are 67,379,950 units.

(Please see details of warrants allocation for directors and/or employees in the Prospectus of warrant subscription

for directors and/or employees, issues 1 and 2. The number of ratio of allocated warrants for the executives of the

Company compared to the total number of the right warrants can be found in the 56-1 Forms of the years 2001 and

2002.)


2) The Company established a provident fund to serve as a welfare and security for its employees uponemployment termination, physical deformity, retirement, death or resignation from the fund. The fund, namelyRegistered Provident Fund of Jasmine Group, consists of the employees contribution amounting to 3% of their basicsalary (or higher as designated by each employee, but not exceeding the Company contribution rate) and the Companycontribution based on each employeeûs year of service.

4. CORPORATE GOVERNANCE POLICY

The Companyûs Board of Directors is entitled to set up Corporate Governance Policy which encompasses5 major principles to be in line with the guideline of the Stock Exchange of Thailand, the details of which are asfollows :

1. The Rights of ShareholdersThe Company is well aware that all the fundamental rights of the shareholders both as investors and company

owners must be significantly recognized. Such rights include the right to purchase or transfer the securities they hold,the right to receive the Companyûs sharing profits, the right to adequately access the Companyûs information, the rightto attend the shareholdersû meeting wherein they can express their opinions and vote on resolutions on the Companyûssignificant matters; for instance, the dividend payment, the appointment or dismissal of a director, the appointment ofthe external auditors, the approval of any crucial transaction which might affect the directions of the Companyûsoperation, the amendment on Memo of Association or Articles of Association and so on.

Moreover, to support and facilitate the shareholders in exercising their rights, the Company manages toarrange the Shareholdersû Annual General Meeting within the first 4 months of the Companyûs fiscal year. As for theso called çExtraordinary Shareholdersû Meetingé, each will be called for only when it is deemed appropriate.

Invitation letters together with the meeting agenda and related documents with adequate fact (s), reason (s)and opinion (s) of the Board of Directors will be distributed for the shareholders to consider 7 or 14 days prior tothe meeting date, depending on the subjects. The Company also advertises the Meeting notice in the press 3 daysconsecutively before the date of meeting.

Provided that a shareholder is unable to attend the meeting in person, the Company allows him/her to assignan independent director or any person to attend and vote on his/her behalf. To this regard, the shareholder as theProxy Grantor must inform the Company in writing by filling in one of the proxy forms attached with the meetinginvitation letter or downloaded from the Companyûs website.

During the meeting, the Company provides equal opportunities for the shareholders to make enquiries or toexpress their views. Therein, all the Companyûs directors and relevant management are present to be acknowledgedof the shareholdersû opinions as well as to answer the questions raised. Every question-and-answer issue and all thesignificant opinions are recorded in the minutes of meeting to facilitate the shareholdersû scrutiny.

Such minutes, written after the meeting date, presents the complete and accurate information which isexaminable.

2. The Equitable Treatment of ShareholdersThe Company has a policy to treat all the shareholders equally be they major shareholders, minor shareholders,

institutional investors or foreign investors. Independent directors are assigned by the Company to be responsible forlooking after the minor shareholders.

The shareholdersû meeting is properly conducted according to the scheduled agenda in respect of theCompanyûs Articles of Association. Related information is clearly presented. No un-informed agenda is introduced tothe meeting neither is an important agenda which the shareholders need some time to make a prudent study beforemaking a decision. In case that a shareholder is unable to attend the meeting in person, the Company allows him/her


to assign an independent director or any person to attend and vote on his/her behalf. To this regard, the shareholderas the Proxy Grantor must inform the Company in writing by filling in one of the proxy forms attached with themeeting invitation letter or downloaded from the Companyûs website.

Voting process is transparent with regard to the order of agenda items. During the meeting, the shareholdersare entitled to cast the vote to express their agreement or disagreement or even to abstain from voting on such issuesas related transactions, the acquisition or the disposal of the Companyûs assets and so on. The agenda on directorelection provides the shareholders with the chance to elect the directors as individual persons to replace the ones whoretire by rotation.

The Company has established the Code of Business Ethics for the employees, stipulating the importance ofkeeping the information of both the Company and its subsidiaries in confidence. It has also set up penalty for anystaff who makes use of the inside information for his/her own benefits or implement the same in the manner that maydamage the Companyûs reputation. Additionally, the trading or transferring of the Companyûs securities by usingconfidential information and / or inside information is prohibited in the like manner as the conduct of juristic act,using the Companyûs confidential information and / or inside information since such doing may cause damage to theCompany either directly or indirectly.

The Company has set up a measure to prevent the improper çInsider Tradingé by relevant persons who aredirectors, executives, and staff working in the department related to the inside information (including their spousesand minors). According to the measure, such relevant persons are not allowed to trade the Companyûs securities amonth before the disclosure of the quarterly and annual financial statements. The Company has informed its directorsand executives not only of their duty to report their holding of the Companyûs securities but also the penaltyaccording to the Securities and Exchange Act of B.E.2535 and the regulations of the Stock Exchange of Thailand.In case that the directors or executives trade the Companyûs securities which they hold, they are obliged to reportchanges in the possession of their own securities, spouses and minors to the Office of Securities ExchangeCommission to comply with Section 59 of the Securities and Exchange Act of B.E.2535 within 3 weekdays so thatit is further disclosed to the public.

Pertaining to this matter, the Company has set up the disciplinary penalty to apply to any relevant person whodiscloses or makes use of the Companyûs inside information for seeking his / her own personal interests. The degreeof penalty varies, according to the case, from verbal warning, written warning to probation or dismissal.

3. The Role of StakeholdersThe Company equally respects the rights of all the stakeholders whether they are the inside stakeholders

such as the Companyûs employees and management or outside-party stakeholders such as creditors and customers, etc.It also realizes that the support and suggestions from every group of its stakeholders are valuable and beneficial toboth the operation and business development. Therefore, it will perform the duty to comply with the law and otherrelated regulations to ensure that all the rights of the stakeholders are well protected. Moreover, for the Companyûsstability, the cooperation between the Company and all the groups of stakeholders are strongly supported. Withrespect to this, the Company follows the directions below to appropriately treat each stakeholder group.

Shareholders : With the aim to bring about the highest satisfaction to its shareholders, the Company triesits best to be the their ever efficient and trustworthy business representatives, taking intoaccount the long term growth of its value and the emphasis on transparent and honestinformation disclosure.

Employees : The Company regards employees as its precious resources. So, it focuses on supportinghuman resources development which consequently leads to its maximum benefit. Besides,it encourages the employees to play a part in creating a good organization culture, strong

teamwork and safe and pleasant working atmosphere.


Competitors : The Company commercially contends with other trade competitors on the fair and ethicalcompetition basis.

Customers : The Company is committed to providing quality services for the highest satisfaction andconfidence of the customers.

Trade Counterparts and Creditors : The Company has the policy to treat both the counterparts and thecreditors fairly in compliance with trading conditions and / or terms in the mutual contractsto enhance good business relationship, beneficial to all parties.

Community and Public : On the regular basis, the Company joins and sponsors socially constructiveprojects and activities as exemplified by financial and material donations to several foundationsand organizations.

Environment : The Company recognizes the importance of environment and simultaneously is concernedabout the impact of pollutions on communities. The Companyûs nature of business does notjeopardize the environment.

The Company will conduct its business to be in line with the law and other related regulations to assure theshareholders of the best protection of their rights.

4. Disclosure and TransparencyThe Companyûs Board of Directors takes as its obligation the disclosure of the Companyûs financial and other

Company-related information to be complete, accurate, and transparent in compliant with the regulations of the Officeof Securities Exchange Commission and the Stock Exchange of Thailand. Additionally, it discloses other significantinformation which may affect the price of the Companyûs securities which in turn impacts on the decision of theCompanyûs investors and stakeholders. Such information is accessible to the Companyûs shareholders, investors andthe public via the channels and media of the Stock Exchange of Thailand as well as the Companyûs website.

For Investor Relations, the Finance and Group Accounting Department is assigned to represent the Companyin communicating with institutional investors, shareholders, analysts and relevant state organizations; whereas, theAdministration Department is accountable for corporate reports.

The Companyûs Board of Directors is responsible for the consolidated financial statements of the Companyand its subsidiaries as well as any financial-related information presented in the Companyûs Annual Report. Suchfinancial statements are prudently prepared pursuant to the accounting principles generally accepted country-widebased on the appropriate accounting policy to which the Company regularly conforms. The Audit Committee isobliged to verify the quality of the Companyûs financial reports and internal control system, including the adequacyof the disclosure of important information in notes to the financial statements prior to submitting all to the Board ofDirectorsû and the Shareholdersû meetings respectively.

5. Responsibilities of the Board of Directors

1. Structure of the Board of DirectorsThe Board of Directors of the Company is made up of individuals recognized for their knowledge and

capabilities. It plays the vital role in setting up the corporate policy and image besides independently overseeing,auditing, and assessing the Companyûs performance to be in accordance with the Business Plan.

The Board of Directors totally comprises 10 directors, 4 of whom are independent directors. The appointmentof the independent directors in such adequate and proper proportion enables the balance of power in the Board ofDirectors. The Companyûs administration is finally examined by the Audit Committee which consists of 3 accreditedindependent members.

According to the Companyûs Articles of Association, at every Shareholdersû Annual General Meeting,one-third of the directors who have the longest terms in office shall retire. Nevertheless, provided that the number of


the directors is not a multiple of three, then the number nearest to one-third shall retire from office. The retirementof the directors in the first and the second year after the listing of the Company on the Stock Exchange of Thailandis based on the method of lot-drawing. As for in the later years, the directors who serve the longest terms shall retire.The Companyûs Articles of Association also prescribes that the retired directors are eligible for the re-election.Furthermore, whether a director or a committee member can continuously remain in office without break for thelongest period will be determined by the Company by taking into account his/her individual qualifications andappropriateness.

The Board of Directors has approved to embrace the disclosure of the number of other companies in whicheach director has his / her position as a significant criterion for the Board of Directors election. The Company; thus,discloses the information of all the directors who also are directors of other companies in details. At present, 7directors of the Companyûs Board are holding the positions of director in other companies. However, since thosedirectors have sufficiently devoted their time carrying out the Companyûs tasks with all their efforts, the holding oftheir positions in other companies does not affect their performance at all ; moreover, they regularly join the Boardof Directorsû meetings of the Company and always provide practical opinions for the Company therein.

2. CommitteeTo bring about efficiency in corporate governance, the Company established 2 sets of committee, namely the

Risk Management Committee and the Audit Committee. It has also set up distinct scopes of authority, duty andresponsibility for the members of such committees.

3. Role, Duty, and Responsibility of the Board of DirectorsThe Companyûs Board of Directors is made up of individuals who are knowledgeable, proficient, expert

and well equipped with beneficial experiences in various fields apart from distinguished leadership. They collectivelyset visions, missions, strategies and business directions in addition to providing efficacious oversight of the Companyûsoperation to fully comply with all the relevant laws and to correspond to the objectives and regulations of theCompany as well as the resolutions of the shareholdersû meeting. They also set up committees to monitor and

supervise the Companyûs operation.

Corporate Governance Policy

The Company is entitled to set up the policy of good corporate governance in writing. Such policy, approved

by the Board of Directorsû meeting, is regularly reviewed at least once a year in terms of content and practice.

Business Ethics

The Company has set up and put in writing the Code of Business Ethics as an essential guideline for the

Board of Directors, the management and employees of all levels to adhere so as to conduct the Companyûs business

and serve all the groups of stakeholders, society and the public fairly and honestly. Besides, it has announced such

Code of Business Ethics and acknowledged them to its employees for strict compliance. For effectiveness, a system

of follow up the practice of the Business Code of Ethics is set up and regularly applied.

Conflict of Interest

The Companyûs Board of Directors has set up the policy on conflicts of interest based on the principle that

any decision on business conduct must be made with respect to the highest interests of the Company only. Any action

which might lead to conflicts of interest must be avoided. It is specified that any person relevant or related to the

subject to be considered is obliged to acknowledge the Company of his / her relationship or relevance to the matter.

He/She is not permitted to join the party which judges the case and does not have the power to authorize that

particular case and others. No conditions or regulations are specially set for such case. It is also stipulated that the


Office of Internal Audit and the Audit Committee are responsible for taking care of and solving the conflicts ofinterest. However, to date, the Company has not experienced the problem related to the conflict of interest.

The Audit Committee will report the carefully considered related party transaction and the matter containinga conflict of interest to the Board of Directors in compliance with the regulations of the Stock Exchange of Thailand.Such information is disclosed in the Companyûs Annual Report and the Updated Registration Statement (56-1 Form).

Whenever changes in the securities holding of the Board of Directors and the management of the Company,including their spouses and minors occur, they must be informed to the Company and reported to the Office ofSecurities Exchange Commission, respectively according to Section 59 of the Securities and Exchange Act ofB.E.2535 within 3 weekdays after the date of purchase, sale or transfer. Besides, to prevent the improper usage ofthe Companyûs inside information, the directors, executives and departments having an access to the Companyûsinside information are forbidden from disclosing such information to the outside parties and anyone who does notinvolve in the Companyûs securities trading a month prior to the disclosure of the Companyûs financial statements.

Internal Control System

Realizing the importance of the efficient internal control system of both the management and the operationlevels, the Company has specified the scopes of the duty and the authority for its executives and employees clearlyin writing. It also conducts the control of assets usage. In addition, the duties of the staff and those of the monitoringand assessment officers are segregated from each other. The Audit Committee has been set up by the Company tooversee and monitor such control system to be appropriate and efficient.

Risks Management

The Company evaluates the adequacy of its internal control system on a yearly basis in order to find the wayto properly improve the task operation to be increasingly effective.

Report of the Board of Directors

The Company Audit Committee is accountable for the review of the financial report. Quarterly, such reportwill be presented to the Board of Directors by the Group Accounting Department. The joint meeting between therelevant staff and the management of the Group Accounting Department and the Companyûs auditors is scheduled atleast once a year. The Board of Directors is responsible for the consolidated financial statements of the Company and

its subsidiaries as well as the financial information (the report on the Board of Directorsû responsibilities for financialmatters) presented in the Annual Report. Such financial statements are prepared in accordance with the accountingprinciples certified and verified with prudence by the Companyûs auditors. The disclosure of significant financial-related or non-financial related information is completely and regularly done on the factual basis.

Board of Directorsû Meeting

The Companyûs Board of Directorsû meeting is scheduled to be convened once every 3 months. However,a special meeting can be called if it is deemed necessary. The agenda items for each meeting are clear and specific.Documents concerned are sent to the directors prior to the meeting date in order to provide them with sufficient timeof study, except for the emergency case. The meeting is recorded in writing. The minutes as well as other certifieddocuments are kept for references and all must be examinable in the following meeting. The Chairman and thePresident of the Company jointly consider the issues to be included in the meeting agenda. To this regard, eachdirector can also suggest issues for the Chairman and the President to consider for agenda preparation.

During the meeting, the Companyûs Chairman, as the Chairman of the Board of Directorsû meeting, willprovide opportunities for the directors to independently express their opinions. Sometimes, the Companyûs seniorexecutives are invited to join the meeting for the provision of additional useful information for some particular


agendas. On this occasion also that they can be directly acknowledged of the policy and put it into practiceaccordingly and efficiently. Decisions are based on a majority vote of the Board members attending the meeting ; onedirector is eligible for one vote. However, a director who has some interests in the matter under consideration shallnot join the meeting and / or abstain from voting for it. In case of tie, the Chairman has the casting vote.

The Board of Directorsû minutes of meeting, taken by the Secretary to the Board of Directors who takes partin every meeting, is presented to the chairman of the meeting to consider and sign for certification prior to beingproposed as the first agenda item in the following meeting for the Board of Directorsû approval. After the approval,the Secretary will store all the information and documents related to the meetings to facilitate data references and

searches.

Board of Directorsû Self Assessment

The Companyûs Board of Directors has the policy to evaluate the results of their own performances, takingthe results of the Companyûs business operation, the degree of compliance to the established policies, and the overalleconomic and social situations as significant criteria. The self assessment outcome will be useful for self improvementin working of each individual director.

Report on Compliance to Corporate Governance PolicyIn 2007, the Company completely conformed to the Good Corporate Governance Policy stipulated by the

Board of Directors. However, there are still some significant additional matters to be reported as detailed below :

1) and 2) Regarding the Rights of Shareholder and the Equitable Treatment of Shareholders1. The Company completely and accurately reported its operation results to the shareholders and also

arranged the shareholdersû meeting to report and request for the approval of issues which are significant or requireresolutions from the meeting according to the law.

2. On February 15, 2007, the Company organized the Extraordinary Shareholdersû Meeting ; itwas attended by 7 of the total 10 directors. Later on, on April 25, 2007, the General Shareholdersû Meeting washeld ; attended therein were 9 of the total 10 directors.

3. The Company posted the invitation letter to the General Shareholdersû Meeting on its website(www.jasmine.com) 33 days prior to the meeting date. It also posted the Minutes of the Extraordinary ShareholdersûMeeting and the Minutes of the General Shareholdersû Meeting on the same website 12 and 13 days after the datesof the aforementioned meetings, respectively.

4. The Company had not yet allowed the shareholders to submit their opinions, recommendations, inquiries,additional agenda items or names of candidates for the position of director to the Company since it is, for the timebeing, considering the appropriate guidelines and the setting up of the policy related to the matters.

5. At the Extraordinary Shareholdersû Meeting, 16 shareholders assigned Dr. Vichit Yamboonruang,Dr. Varapol Socatiyanurak and Dr. Yodhin Anavil - the Companyûs independent directors - to vote on their behalves.In the like manner, 9 shareholders assigned Mr. Songrit Kusomrosananan and Mr. Somboon Patcharasopak - theCompanyûs directors - to vote on their behalves.

At the General Shareholdersû Meeting, 28 shareholders assigned Dr. Vichit Yamboonruang, Dr. VarapolSocatiyanurak and Dr. Yodhin Anavil - the Companyûs independent directors - to vote on their behalves

6. In the shareholderûs meeting, all the shareholders were equitably allowed to express their opinions andraise questions to any of the management attending the meeting. Voting portion for any agenda resolution was

compliant to the following regulations :


1. In a normal case, the resolution is subject to the majority vote of the eligible shareholders who

attend the meeting. One share is entitled to one vote. However, the chairman of the meeting has the

casting vote in case of tie.

2. In the following cases, at least three-forth of the total votes of the eligible shareholders attending

the meeting are required subject to one share for one vote :

2.1 The total or partial sales or transfer of the Companyûs significant business operation to any

third party.

2.2 The purchase or undertaking of any companies or private sectors, and

2.3 The execution, amendment, or cancellation of the partial or total lease of the Companyûs

business to any third party, or business merger with any third party aiming for mutual profit

and loss sharing.

7. In 2007, the Company complied with the policy on the protection of the inside information usage.

Details of such policy is shown in the section of Management, subsection 5 : Control of Inside Information Usage

and subsection 6 : Internal Auditing, part 3 : Control of Management Operation.

3) Regarding the Role of StakeholdersProvided that there is a case in which a stakeholderûs right is violated by the Company, the Company shall

do everything in compliance with the law. Besides, a shareholder can submit a complaint or inform the Company of

a trace of such matter at www.jasmine.com, çContact Usé menu. However, in the previous year, no case of violation

of the shareholdersû right occurred nor did the conflict between the Company and the stakeholders.

4) Regarding the Disclosure and TransparencyThe Companyûs disclosure of the financial and the non-financial information was complete, correct,

transparent and timely in conformity with the regulations stipulated by the Securities and Exchange Commission and

the Stock Exchange of Thailand. Therefore, the Company was not penalized by both the Securities and Exchange

Commission and the Stock Exchange of Thailand for the incapability to complete their regulations. The information

disclosure to the Stock Exchange of Thailand was posted on the Companyûs website (www.jasmine.com) of the

çInvestor Relation/news to SETé menu.

The remuneration for management is herein disclosed in the section of Management, subsection 3 :

Remuneration for Management. Such remuneration has passed the prudent consideration of the Board of Directorsû

meeting which took into account the remuneration information of other companies belonging to the similar group of

industry as references as well as the Companyûs own business expansion and growth of profits. It has also been

approved by the shareholdersû meeting. As for salary, bonus and other rewards of the management and the employees,

it is considered mainly based on the Companyûs operating results.

The task of Investor Relations has been trusted to the Accounting and Finance Department.

The contact person is Mrs. Churnkamol Treesuttacheep,

telephone : 0-2100-3085, email address : [email protected].

Meanwhile, the disclosure of significant data of the Company is assigned to the Administration Department.

The contact person is Mrs. Uraiporn Charoenchit,

telephone : 0-2100-3118, email address : [email protected].


5) Regarding Responsibilities of the Board of Directors1. Of the total 10 directors who constitute the Companyûs structure of the Board of Directors, 4 of whom

are the independent directors whose qualifications meet both the Companyûs definition and the standard of the

Securities and Exchange Commission.

The 4 independent directors are of not less than one-third of the total number of the directors in the Board.

Three of the independent directors who are qualified according to the requirements of the Stock Exchange of Thailand

are also positioned in the Companyûs Audit Committee, having independent power in the audit administration.

The Company has clearly delineated the roles and responsibilities of the Board of Directors and the

management. There is a practical organization structure in which the management power is delegated to the

employees of all levels, enabling them to participate in the Companyûs operations and adroitly perform their duties.

The scope of authorities and budgetary approval for each management level are clearly explicated in writing.

The Company has clearly segregated authorities and roles between the Chairman and the President so as to

prevent the unlimited authority. The Chairman of the Company is a director who is elected and appointed by the

Board of Directors; whereas, the President is recruited, selected and appointed by the Executive Committee (as per

details in the section of Management, subsection 1 : Management Structure).

2. The Company discloses its Corporate Governance Policy via the website (www.jasmine.com) at the

Investor Relations/Corporate Governance Policy menu for the acknowledgement of the directors, employees and

investors in general.

3. The Company has set up and put in writing the business operation policy and procedures, which are

prudent and malfeasance-preventive in terms of payment requisition, procurement, personnel management and general

administration. In addition, the Company has established the Code of Business Ethics as a vital guideline in business

operation for the Board of Directors, the management and the employees of all levels as detailed below :

1. To adhere to fine virtues and morals.

2. To be self-disciplined, to be well aware of their own duties, to respect the rights of their own and

othersû, and to realize that discipline upkeep is a kind of behavior improvement not punishment

3. To perform any legal duties assigned with fidelity and ethical judgement ; and to keep the

Companyûs image unblemished

4. Not to directly or indirectly have a deliberate intention to harm, destroy or erode other personsû

reputation, progress or business

5. To implement the leadership skill in business operation by utilizing the employeesû proficiency as

a tool to achieve the organizationûs success, not for personal interests.

6. Should there be a personal interest, the fact of such interest is to be immediately reported to the

Company, and the employees ought not to get involved in other business activities that may lead

to a conflict of interest or deteriorate their work efficiency.

7. To create the work atmosphere that encourages opinion exchanges, creativity, innovative ideas,

suggestions as well as sensible, righteous and impartial decision making

8. Not to disclose confidential information obtained by authority for own benefits, or to implement the

same in the manner that may damage the Companyûs reputation

9. To always realize that, in business operation, one does not commit only to his own duties or the

business owner, but also to the purchasers, suppliers, shareholders, customers and employees;

therefore, mutual benefits of these groups become the major guideline of the business operation as

a whole


10. To be responsible for the performances of oneself and subordinates11. To seek, improve and increase the personal capability and perform duties with knowledge, proficiency,

and appropriate standard as being set for the position with attentiveness and responsibility for oneûsand the Companyûs progress.

12. To plan, set up and analyze work objectives to achieve the Companyûs goal while heeding themoral and professional ethics as well as the culture of relevant parties in the organization.

13. To maintain and be attentive to the health, security, bio-hygiene and environment of the wholeorganization, and to keep the work place in a tidy, exquisite and healthful condition

14. To maximize the effective and efficient deployment of the Companyûs resources

4. Six Board of Directorsû meeting were held in 2007. Each time, it was attended by all the directors,except General Tienchai Sirisumpan.

5. The Company has set up the Audit Committee to consider and verify details of the related work prior thesubmission to the Board of Directors. The Audit Committee is scheduled for a meeting once a quarter. In the year2007, there were 4 meetings in which all the Audit Committee members attended.

Below are the duties and responsibilities of the Audit Committee :1. To verify the quarterly and annual financial reports before further submit them to the Board of

Directors for consideration. The Audit Committee focuses mainly on the Companyûs accurate report on

its conformity to the accounting standard, transactions between related companies as well as transactions

that may cause conflicts of interest. This is to ensure that the financial report is prepared in compliance

with the generally certified accounting principles, approved by the auditor according to the international

accounting standard, and verified by the Audit Committee whose members are experts in accountancy

and audit.

2. To consult and consider the scope, plan and audit report of the Office of Internal Audit who havecarried out the internal audit according to the annual audit plan approved by the Audit Committeein order to assess the efficiency and effectiveness of the over-all internal audit system under areasonable cost

3. To suggest comments to the management and the Board of Directors to generate a properly andprudentially internal audit system

4. To propose a list of external auditors to the Board of Directors for appointment and fix theirremuneration and further submit to the shareholders for an approval in the Annual GeneralShareholdersû Meeting

5. To verify that the Company has performed in compliance with ethical rules and regulationsstipulated for listed companies according to the notification of the Stock Exchange of Thailand, andperform according to the stateûs regulations

6. To verify and avoid conflict of interest7. To verify that the information sent to the regulators e.g. the Office of Securities Exchange

Commission and the Stock Exchange of Thailand, is accurate and in line with the informationdisclosed in the financial statement

8. To prepare the Audit Committee report signed by Chairman of the Audit Committee for disclosurein the Companyûs Annual Report

9. To make sure that the Company has maintained its cash flow at an elevated level, enhancing thefavorable chances to repay the debt at the amount beyond that stipulated in the Debt RestructuringAgreement, to help boosting the Companyûs creditability

10. To perform other tasks as assigned by the Board of Directors


The Company has also set up the Risks Management Committee with the following authorities and duties :

1. To stipulate the Risk Management framework and policy

2. To create Risk Management strategy and ensure that the risk management of the whole group are

accomplished by focusing on the increment of Risk awareness

3. To examine, follow up, evaluate and improve the Risk Management plan to decrease the risks to

be at the appropriate level

4. To report regularly to the Board of Directors of the Company the matter that needs improvement

in order to comply with the designated policies and strategies

6. The Company has established the Office the Internal Audit in accordance with the regulations of the

Stock Exchange of Thailand to ensure that the Companyûs and its subsidiariesû operations comply with the Companyûs

rules and regulations. It also encourages employees of all levels to perform their jobs efficiently and effectively with

environmental and ethical consciousness. An internal auditors is responsible for the analysis, assessment, suggestions,

consultation and information provision, which serve as working tools, as well as leverage the efficiency of the internal

audit system with the cost-effective budget.

The proceeding of internal audit includes testing and assessment of the efficiency of the internal audit system

as well as the quality of the internal work performance, hence, the responsibilities of the internal auditors are as

follows :

1. To verify and report the reliability, completeness, operations, judgment standard, and examination

2. To ensure that the work system, which has significant impacts on the operations and reports,

conforms to the Companyûs policies, operation plans, regulations, as well as related laws

3. To verify appropriateness of the Companyûs asset upkeep, exploitation, and existence inspection

4. To assess the exploitation of the Companyûs resources, aiming for the most efficient, effective and

worthwhile results

5. To verify the business operation or business plan so as to ensure its compliance with the Companyûs

objectives and targets, and the success of the work plan at the Companyûs supreme target

6. To suggest comments to the Audit Committee for proper improvement of the internal auditing

system aiming for appropriateness and conciseness

7. To perform any other tasks assigned by the Audit Committee

With regard to the Risks Management, please see more details in the section of Management, subsection

6 : Internal Audit, part 2 : Risks Management.

7. In 2007, the Board of Directors evaluated its own performance based on the self assessment of the

directorsû form prepared by the Corporate Governance Center of the Stock Exchange of Thailand and sent to the

Company for appropriate adaptation. It also reviewed the business operation policy and improved the business plan

on a regular basis to increase efficiency of the management and the internal control system

5. CONTROL OF INSIDE INFORMATION USAGE

The Company informed the directors and management to comply with all the rules and regulations of the

Office of Securities Exchange Commission and the Stock Exchange of Thailand, especially for the report on changes

in the Companyûs shares or securities holding in order to monitor and prevent them from using the inside information

on their own interest. The Companyûs shares and securities held by directors and management, as well as any changes


occurred shall be examined and reported at each Board of Directorsûmeeting. The Company, however, has not

stipulated any extra controlling procedures other than those specified by SEC and SET, for this purpose.

6. INTERNAL AUDITING

The Certified public accountant has conducted an audit and verification of the Company and its subsidiariesûfinancial statement as at December 31, 2007 and found nothing indicated that the said statements were materiallyincorrect in any way according to generally accepted accounting principles.

The Company has caused the Audit Committee, as its duty, to conduct examinations and verification tobuild-up and enforce a suitable and effective internal auditing system, in order to protect the Company and itssubsidiariesû assets from misuse by the employees, the management or by unauthorized person. The Audit Committeehas not, to date, discovered any significant irregularities that have affected the operations of the Company.

Furthermore, the Companyûs Board of Directors has assessed and opined on the self assessment questionnairesform regarding the adequacy and appropriateness of the Company and its subsidiariesû internal audit system in the1/2008 Board of Directorsû Meeting held on 28 February 2008, as concluded below:-

Part 1: The Organization and its EnvironmentThe Companyûs internal structure and external environment are in good condition, enabling the internal

auditing system to be implemented as effectively as desired by the Company. The Board of Directors has institutedclear, well-considered, and reasonable objectives, structures, and personnel incentives. A Code of Conduct has beenput in writing and made part of the Companyûs policies and action plans. This code requires the management andemployees conduct themselves so as not to become involved in conflicts of interest with the business of the Company.Rules and procedures are in place to govern the general conduct of the Companyûs affairs, prevent malfeasance, andensure fair treatment of those engaged in transactions with the Company.

Part 2: Risk ManagementThe Company has appointed a Risk Management Committee comprises 8 members to impose the guideline

and code of practice for risk management to each and every division by providing knowledge and direction regardthe analysis, assessment, probability of impact occurrence, preventive measures including the monitoring both internaland external factors that could create any kind of risks to the Company i.e. foreign currency exchange rate,investment, legal impact and personnel. The Risk Management Committee is responsible for gathering and summarizeall relevant information and propose to the Board of Directors quarterly However, for an urgent case, which requiresan immediate action, the Risk Management Committee promptly report to the Chief Executive Officer to furtherpropose to the Board of Directors for consideration and determination of corrective measures for the responsibleparties to adopt and practice to alleviate the impact of such risk factors

Part 3: Control of Management OperationsThe Company has clearly specified the scope of authority, the procedures to be followed, and the amount of

funds disposable by directors and those in authority for each level of management. These rules have been compiledas a set of standard which are disclosed to all relevant staff and filed with the Department of Accounting and Finance.The staffûs duties have been clearly delineated and separated so that each may counter check each other. Theoperations of subsidiaries and joint ventures are likewise monitored and supervised according to the policies set bythe Company, and controlled by means of meetings of the Executive Committee and other lesser committee meetingswhich must make progress reports at least once every three months. Moreover, the Company also takes care to ensurethat any transaction made is in compliance with all relevant laws. The Company has not, to date, engaged in any

action contrary to relevant law.


The Company has set standards, procedures, and rules regarding transactions involving major shareholders,

directors, management, and persons associated with them, including the redirection of corporate opportunities or

advantages for personal interest. The Company has determined that all such matters should follow the rules,

regulations and notification of the Stock Exchange of Thailand, which compel all transactions to be conducted on and

equal footing with those conducted with outside parties, taking the interest of the Company to be paramount.

Approvals of such transaction are to be made only by authorized persons who have no personal interest. These rules

are to be deposited with every Company department and each subsidiary, and the Administration Department is

deemed responsible for these types of transactions. The transactions approved by duly authority shall be monitored

and supervised by the Administration Department so as to ensure that all proceedings are in accordance with the terms

and conditions of the contract and such approval.

Part 4: Information and Communication SystemsWhen submitting a matter to the Board of Directors for consideration, the Company will ensure that the

matter be disclosed to the Board of Directors not less than seven days prior to the meeting in a complete and easily

comprehensible form. Minutes of every meeting shall also be completely recorded and easily comprehensible. If the

Board of Directors agrees to a resolution unanimously, the Company has determined that details of the matter

proposed, submitted for consultation, or inquired about will not be recorded. However, if directors have a significant

difference of opinion or disagree with the matter under discussion, the Company will clearly record the disagreement,

the reasons for such disagreement, and the results of a vote on the matter. The Board of Directors has not, however,

had any significant difference of opinion to date.

The Company keeps its books and records in accordance with generally accepted accounting principles and

standards. Each department files its important documents in such a way that they can be easily accessed, referred to,

and audited.

Part 5: Monitoring SystemThe Company keeps monitoring its operations performance and compares it to the business plan and budget

approved by the Board of Directors at least once every three months. If any discrepancy is discovered, the Company

has appropriate procedures to correct it in a timely manner. However, to date, the Company has not discovered any

significant discrepancy.

The Company has caused the office of internal audit to conduct internal audit in the Company on a regular

basis, and to make report on its findings to the Audit Committee. To date, no significant discrepancies have been

found. Moreover, it is the policy of the Company to cause the management to immediately report to the Board of

Directors of any malfeasance of illegal action that could affect the Companyûs reputation.

7. DIVIDEND PAYMENT POLICYThe Board of Directors has the policy to submit for Shareholder Meetingûs consideration the dividend

payment to general shareholders in the ratio of not less than 50% of the net profit after tax deduction each year.

Regarding the dividend payment policy of the subsidiaries, Jasmine Telecom Systems Public Co.,Ltd. (JTS) has

a policy to pay the dividend in the ratio of not less than 40% of the net profit after corporate tax deduction each

year and such dividend payment must not significantly affect JTS general operation. However, provided that it is

of necessity for JTS to use an amount of its net profit for further business expansion, JTS dividend may be paid

in the ratio lower than stated above. For other subsidiaries, the payment depends on the liquidity of the cash flow in

each year.


Related Party Transactions

The Company entered the Related Party Transactions defined in the Notificationof the Office of the Security and Exchange Commission and the Stock Exchange ofThailand. The transactions in 2007 were compliant with the terms and conditionsof the contracts made between the Company and its subsidiaries on a normalbusiness practice (as referred to in Clause 8 of the Notes to Financial Statements forthe Year 2007.) The Company has reasonably proceeded for its own maximumbenefits. The Audit Committee has reviewed the prices or ratio of such transactionwith the Companyûs officers and internal auditors and considered that it wasreasonable and that such transaction was accurately disclosed in the CompanyûsFinancial Statements. The approval procedure of related party transactions wascarried out with the same criteria as the general procurement procedure. Themanagement and the shareholders of the Company have neither interest in suchtransaction nor approval authority on such matter. Details are illustrated below.

1. In 2007, the Company and its subsidiaries executed the followingtransactions of products, services, and others with related parties:

Related Parties Relationship Types of Transactions

1. TT&T Public Co., Ltd. 1. The major stake, i.e. 29.85% ë STCC executed a procurement 73

(çTT&Té) and TT&T of shares, in TT&T, contract for computer equipment, system

Subscriber Services is held by JAS. design, and computer equipment

Co., Ltd., with 100% 2. The Directors and Management installation and maintenance.

of shares held by TT&T of TT&T, who also share ë JTS supplied the communication 84

their seats in JAS and telecommunication equipment, and

1. Mr. Songrit Kusomrosananan participated in and won the open bidding

2. Mr. Somsak Padhana-anek of TT&Tûs project.

3. Mr. Subhoj Sunyabhisithkul ë JasTel executed a contract for 32

telecommunications network service.

ë TTTBB executed a contract for the 1,148

lease of network equipment.

ë Ji-NET executed a High-Speed Internet 41

Service contract wherein stated that the

service charge was subject to the circuit

speed.

ë ACU supplied the High-Speed 16

Signal under the Internet Protocol.

ë SHW supplied leased circuits. 12

ë PA executed a contract for the 16

lease of office space at Jasmine International

Tower, billboard, and other facility

services.

Amount (Million Baht)As at

December 31, 2007



December 31, 2007


December 31, 2007


December 31, 2007


2. Mono Group, comprising 1. Mr. Pete Bodharamik is ë PA executed a contract for the 20ë Mono Film Co., Ltd. the director and major lease of office space at Jasmine Internationalë Mono Generation Co., Ltd. shareholder of Mono Group. Tower, billboard, and other facilityë Mono Technology Co., Ltd. 2. Mr. Pete Bodharamik is services.ë Mono2U Co., Ltd. the major shareholder of ë Ji-NET executed a High-Speed Internet 2

JAS, holding 9.62% share. Service contract wherein stated that theservice charge was subject to the circuitspeed.

3. Premium Real Estate 1. JAS, as the parent company, ë PA executed a contract for the 1Co., Ltd. (çPREé) holds 49% share in PRE. lease of office space at Jasmine International

2. Mr. Somboon Patcharasopak Tower, billboard, and other facilityis the director in both services.

JAS and PRE.

2. In the year 2007, the Company and its subsidiaries transacted the products and equipment procurement,including payment for leases and services from related parties as follows:


1. TT&T Public Co., Ltd 1. The major stake, i.e. 29.85% ë JasTel utilized the Rack service. 1(çTT&Té) and TT&T of shares, in TT&T, ë SHW utilized the lease circuits 16Subscriber Services is held by JAS. service.Co., Ltd. with 100% 2. The Directors and Management ë Ji-NET utilized the Optical Fiber 47of share held by TT&T of TT&T, who also share Cable Service.

their seats in the JAS are: ë ARS utilized the testing, maintenance and 31. Mr. Songrit Kusomrosananan repair services for network linkage.2. Mr. Somsak Padhana-anek ë TTTBB utilized the Dslam network 4443. Mr. Subhoj Sunyabhisithkul equipment.

ë TTTBB purchased the Router and 80the ATA equipment to service the

customers.

3. In 2007, the Company and its subsidiaries executed the following transactions of other service expenses

with related parties:


1. TT&T Public Co., Ltd. 1. The major stake, i.e. 29.85% ë TTTBB paid for sales promotion 2(çTT&Té) and TT&T of shares, in TT&T, expense.Subscriber Services is held by JAS. ë TTTBB utilized services for general 108Co., Ltd., with 100% 2. The Directors and Management administration and management.of shares held by TT&T of TT&T, who also share

their seats in the JAS are:1. Mr. Songrit Kusomrosananan2. Mr. Somsak Padhana-anek3. Mr. Subhoj Sunyabhisithkul


Company name

2007 2006 % change

Operating profit 545 613 (11)Gain from sales of investment - 31 (100)Gain on Exchange rate 58 247 (77)Share of loss from investments in associates (644) (390) 65Early redemption fee of Senior Notes - (265) (100)Net profit (loss) (41) 236 (117)

EPS (Baht per share) (0.005) 0.028 (118)

Operating results breakdown by business unitThe operating results for the year 2007 and 2006 by business unit are as follows :

Unit : Million baht

Total revenue

2007 2006 % change

Telecom and Network Provider

1. Jasmine Submarine Telecommunications Co., Ltd. 981 1,270 (23)2. Thai Long Distance Telecommunications Co., Ltd. 329 415 (21)3. Acumen Co., Ltd. 186 966 (81)4. Smart Highway Co., Ltd. 61 70 (12)5. ACeS Regional Services Co., Ltd. 210 293 (28)6. Jasmine Internet Co., Ltd. 415 389 77. JasTel Network Co., Ltd. 78 1 6,9648. Triple T Broadband PCL. 1,230 286 330Total 3,490 3,690 (5)

System Integration

1. Jasmine Telecom Systems PCL. 729 1,589 (54)2. Siam Teltech Computer Co., Ltd. 153 370 (59)3. Jasmine International PCL. 12 20 (43)4. T.J.P. Engineering Co., Ltd. 751) 461) 63

Total 969 2,025 (52)

Management Explanation and Operation ResultsAnalysis

Operating resultsIn year 2007 the Company and its subsidiariesû total revenue was at Baht

4,633 million, decrease by Baht 1,215 million from the previous year or 21%.The decreases in sales and service income of Acumen Co., Ltd., Jasmine TelecomSystems PCL. and Siam Teltech Computer Co., Ltd. was caused the operating profitof the Company and its subsidiaries in 2007 to be at Baht 545 million, decliningfrom the year 2006 of Baht 68 million or 11%. Including the loss sharing fromTT&T PCL. of Baht 644 million this year (the loss sharing from TT&T in 2006was at Baht 390 million), the Company and its subsidiaries showed a net loss ofBaht 41 million compared with net profit of Bath 236 million in 2006. Details are

as follows:Unit : Million baht


Company name

Unit : Million baht

Total revenue

2007 2006 % change

Other investments

1. Jasmine Smart Shop Co., Ltd. - 23 (100)

2. Premium Assets Co., Ltd. 137 92 49

3. Others2) 37 18 103

Total 174 133 31

Grand Total 4,633 5,848 (21)

Remark : 1) Backlog from the year 20052) Comprising of Jasmine International Overseas Co., Ltd., Mobile Communication Services Co., Ltd., Jasmine Cyber Work Co., Ltd.,

Compunet Corporation Co., Ltd. and ACeS (Thailand) Co., Ltd.

Total RevenueIn year 2007, total revenue of the Company and its subsidiaries was at Baht 4,633 million, decreased by

21% from year 2006 which total revenue was at Baht 5,848 million. Details of total revenue are shown below:

Unit : Million baht

Detail 2007 2006 % change

Sales and service income 4,331 5,275 (18)

Gain on exchange rate 58 247 (77)

Interest income 147 181 (19)

Gain from sales of investment - 31 (100)

Other income 97 114 (15)

Total revenue 4,633 5,848 (21)

Sales and service incomeSales and service income for the year 2007 was at Baht 4,331 million lowered from the previous year of

Baht 944 million or 18%. The following are sales and service income breakdown by group of business.:

Unit : Million baht

Business Group 2007 2006 % change

Network and service provider 3,294 3,248 1

System Integration 903 1,930 (53)

Other investments 134 97 38

Total sales and service income 4,331 5,275 (18)

The 18% declining in sales and service income in the year 2007 was from the declining in the systemintegration business. Comparing with the last year, sales and service income was around 53% lowered, this wasbecause Jasmine Telecom Systems PCL. and Siam Teltech Computer Co., Ltd. The companies were under biddingand waiting for signing of some new projects.

In 2007, sales and service income under telecom and network provider business was at Baht 3,294 millionclosed to the year 2006 which was at Baht 3,248 million. This was due to the increasing in contributions fromTriple T Broadband PCL. and JasTel Network Co., Ltd. can recompense the decline in contribution from AcumenCo., Ltd. which the concession under the company was expired in June 2006.


Company name

Other incomeOther income in 2007 was Baht 302 million comprising of Baht 147 million interest income, Baht 58

million gain on exchange rate and others of Baht 97 million.

ExpensesTotal expenses in 2007 was Baht 3,930 million, decrease of Baht 642 million or 14% compared with the

previous year. A summary of expenses is as follow:Unit : Million baht

Detail 2007 2006 % change

Operating expenses :

ë Cost of sales and service 2,559 3,138 (18)

ë Selling and administrative expenses 726 779 (7)

Total operating expenses 3,285 3,917 (16)

Early redemption fee of Senior Notes - 265 (100)

Share of loss from investment in associates 645 390 65

Total expenses 3,930 4,572 (14)

ë Operating expenses was Baht 3,285 million, 16% lowered from year 2006 which was in line with thedecreases in sales and service income of the Company and its subsidiaries.

ë Share of loss from investment in associates was Baht 645 million compared with Baht 390 million in2006. The amount including loss sharing from TT&T amounted of Baht 639 million.

Interest expensesInterest expenses in 2007 were Baht 364 million, lowered from the previous year of Baht 80 million or

18%. This was due to the principal repayment of JAS and its subsidiary.

Net profit (loss)In 2007, the Company and its subsidiaries showed a net loss of Baht 41 million compared with a net profit

of Baht 236 million last year. Detail of net profit (loss) categorized by business unit are as follow:

Unit : Million baht

Net profit (Loss)

2007 2006 % change

Telecom and Network Provider

1. Jasmine Submarine Telecommunications Co., Ltd. 315 182 72

2. Thai Long Distance Telecommunications Co., Ltd. 141 223 (37)

3. Acumen Co., Ltd. (52) 132 (139)

4. Smart Highway Co., Ltd. 1 2 (29)

5. ACeS Regional Services Co., Ltd. 82 143 (42)

6. Jasmine Internet Co., Ltd. 29 33 (14)

7. JasTel Network Co., Ltd. 17 1 3,280

8. Triple T Broadband PCL. 194 44 335

Total 727 760 (4)

System Integration

1. Jasmine Telecom Systems PCL. 46 180 (75)

2. Siam Teltech Computer Co., Ltd. (13) 6 (313)

3. Jasmine International PCL. (184) (218) (16)

4. T.J.P.Engineering Co., Ltd. (4) 1) (1) 1) 260

Total (155) (33) 371


Detail

Company name

Detail

Unit : Million baht

Net profit (Loss)

2007 2006 % change

Other investments

1. TT&T PCL. (639) (382) 67

2. Jasmine International Overseas Co., Ltd. (15) (65) (77)

3. ACeS (Thailand) Co., Ltd. (19) (63) (70)

4. Premium Asset Co., Ltd. 29 5 484

5. Jasmine Smart Shop Co., Ltd. - 10 (100)

6. Compunet Corporation Co., Ltd. 29 (7) (525)

7. Others2) 2 11 (82)

Total (613) (491) 25

Net profit (loss) (41) 236 (118)

Remark : 1) backlog from the year 2005

2) Comprising of Mobile Communication Services Co., Ltd., Jasmine Cyberwork Co., Ltd., Chaengwatana Planner Co., Ltd. and

Pakkred Planner Co., Ltd.

Financial Position

AssetsAs of December 31, 2007, the company and its subsidiaries had total assets of Baht 14,979 million,

decrease of Baht 2,460 million from the previous year or 14%. Total assets comprised of:

December 31, 2007 December 31, 2006

Baht million % to Total Asset Baht million % to Total Asset

Current assets 6,554 44 8,043 46

Property, plant and equipment, net 3,506 23 3,522 20

Other non-current assets 4,919 33 5,875 34

Current assets in 2007 were declining from the last year of Baht 1,489 million or 19%. This was mostlydue to the decrease in cash and cash at financial institution of Baht 1,263 million from the principal repayment underthe company and its subsidiary. Decrease in other current asset apart from cash such as account receivable, inventoryand others was in accordance of the declining growth of revenue.

Other non-current assets in 2007 declined by Baht 956 million from the previous year, this was resultedfrom declining in book value of investment in TT&T PCL. amounted Baht 643 million as to the loss sharing.

LiabilitiesAs of December 31, 2007 total liabilities was at Baht 6,142 million, Baht 1,891 decreasing from the prior

year. The total liabilities comprised of:

December 31, 2007 December 31, 2006

Baht million % to Total Liabilities Baht million % to Total Liabilities

Current Liabilities 2,304 38 2,189 27

(exclude current portion of long term debt)

Long Term Liabilities 3,838 62 5,844 73


Current Liabilities was Baht 2,304 million at the end of 2007, increasing from the year 2006 of Baht 115million. Account payable was increasing whereas the short term loan and other current liabilities was declining. Longterm liabilities was Baht 3,838 million declined from the prior year of Baht 2,006 million due to the loan repaymentof JAS and its subsidiary.

Shareholdersû EquityAt the end of 2007, the Consolidated Shareholdersû Equity was at Baht 8,837 million, lowered from the

year 2006 which the Shareholdersû Equity was at Baht 9,407 million, decreasing by 6%. This was came from thenet loss in the year of Baht 41 million and dividend paid to the shareholders of JAS amounted Baht 124 million.

Capital StructureCapital structure as of December 31, 2007 consisted of total liabilities of Baht 6,142 million or 41% and

shareholdersû equity of Baht 8,837 million or 59%. Debt to equity ratio as of December 31, 2007 was 0.70 times.

LiquidityCash and cash equivalents as at December 31, 2007 was at Baht 3,418 million, a Baht 1,156 million

decrease from the previous year. Net cash from and used in other activities are as follows:ë Net cash from operating activities amounted to Baht 1,893 million.ë Net cash used in investing activities amounted to Baht (554) million.ë Net cash used in financing activities amounted to Baht (2,495) million.

Treasury Stock Program for financial managementOn 28 February 2007, the Board of Director Meeting of Jasmine International PCL. has approved Treasury

Stock Program for financial management in the amount not more than 831,990,715 shares (at par value of 1 Bahtper share) or not more than 10% of the total paid-up capital. The maximum amount of the share repurchased willnot exceeding 300,000,000 Baht. The Company repurchased its shares in the Stock Exchange of Thailandcommencing from 15 March 2007 to 14 September 2007 (6 months).

On 14 September 2007, the Company notified the completion of the share repurchase program. The totalshares repurchased were 634,400,000 shares or 7.625% of total paid-up capital with total amount of 299,995,635baht achieving the maximum amount of the Treasury Stock Program. According to the ministerial regulation on theshares repurchased, resale of the shares and the shares written off, 2001 defines the Company to resale therepurchased shares after 6 months from the completion date of the share repurchase but no later than 3 years fromsuch period (period of the resale of share is from 15 March 2008 to 14 September 2010). Provided that any sharesremain unsold after the ending of share resale period, the Company will decrease the capital by writing off suchunsold shares.

According to the regulation of The Office of the Securities and Exchange Commission, the Company has toappropriate an equal amount of retained earnings to reserve for treasury shares, the amount must be maintained untilthe Company either sells the treasury shares or written off those unsold shares. As of 31 December 2007, theCompany has already appropriated the full required amount of retained earnings to a reserve for the treasury shares.

Audit FeeThe Company and its subsidiaries paid the audit fee to Ernst & Young Office Limited in the previous fiscal

year totaling of Baht 6,710,000.-

Non - audit feeThe subsidiary paid the non - audit fee which was the consulting fee for preparation of filing in TTTBB

for the meeting and discussion with the Securities and Exchange Commission to Ernst & Young Office Limited inthe previous fiscal year totaling of Baht 240,000.-


Consolidated Total Assets & Equity Revenues from Sales & Service (2007)

Sales & Net Profit Number of Employee inJasmine International Group

Total Assets Equity

Sales Net Profit

Engineer Technician

Administration & General Total

Million Bath

2005 2006 20070

3,000

T.J.P. 2%

JI 0%

ARS 5%

JI-net 9%

ACUMEN (C) 35%

JTS (C) 9% JSTC (C) 30%

6,000

9,000

12,000

18,000

15,000

16,600

8,486

6,655

5,275

4,331

17,440

14,979

8,8379,407

0

1,000

(1,000)

2,000

3,000

4,000

5,000

6,000

7,000

864

236

(41)

137

323

573

123

250

552

0

200

400

600

800

1,000

1,200

925 942

594

224124

1,033

2005 2006 2007

2005 2006 2007

Million Bath


JASMINE INTERNATIONAL PUBLIC COMPANY LIMITED

AND ITS SUBSIDIARIES

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS31 DECEMBER 2007 AND 2006


The Responsibility for the Financial Reporting of the Board ofDirectors

The financial statement of Jasmine International PCL. and its subsidiaries have been prepared under thepolicy of the directors to comply with generally accepted accounting standards. In preparing the financial statements,the Company and its subsidiaries have used appropriate accounting policies, consistently applied and support byreasonable and prudent judgment and estimates, and that all applicable accounting standards have been followed togive a true and fair view of the state of affairs of the Company and its subsidiaries.

The Board of Directors also set up and maintained on effective internal audit system to ensure that theCompany and its subsidiaries keep accounting records which disclose with reasonable accuracy, completeness andadequacy the financial positions of the Company and its subsidiaries to safeguard the assets of the Company and itssubsidiaries and to prevent and detect fraud and other substantial irregularities.

In so doing, the Board of Directors appointed the Audit Committee, which consists of non-executivedirectors, to supervise and take responsibility of the quality of the financial statements and the internal audit system.The options of the Audit Committee are stated in the report of the Audit Committee in this annual report.

The Board of Directors is of the opinion that the Companyûs internal audit system is generallysatisfactory and should enhance the creditability of the consolidated financial of the Company and its subsidiaries asof December 31, 2007

(Mr. Songrit Kusomrosananan)Chief Executive Officer


Audit Committee Report

The Audit Committee of Jasmine International Public Company Limited consists of three independentnon-executive directors, namely, Dr. Vichit Yamboonruang as Chairman, Dr. Varapol Socatiyanurak and Dr. YodhinAnavil as Committee members. It supervises the Companyûs operation as directed by the charter of the AuditCommittee.

In the fiscal year 2007, without any interference, the Audit Committee completely carried out its assignedduties and accordingly reported them to the Board of Directors. In each Audit Committee meeting, the Committeediscussed the issues with the Companyûs top executives, the executives from the Office of Internal Audit and theauditors. The tasks accomplished by the Audit Committee during the year 2007 are summarized as follows:

ë The review of the quarterly and annual financial statements of the Company as well as the consolidatedfinancial statement of the Company and its subsidiaries prior to the submission to the Board of Directors,the Securities and Exchange Commission and the Stock Exchange of Thailand

The cautiously done review of the quarterly and annual financial statements of the Company, theconsolidated financial statement of the Company and its subsidiaries, including notes to the financialstatements by the Companyûs auditors and management ensured the Audit Committee that theabove-mentioned financial statements were fairly presented in compliance with the generally acceptedaccounting principles and were also sufficiently disclosed.

ë The evaluation of the appropriateness and adequacy of the Companyûs internal control system and theprovision of opinions on the results of internal audit through the supervision of the Office of InternalAudit and the audit of the Companyûs auditors

The Audit Committee discussed with the Companyûs auditors and internal auditors on significantrecommendations which would enhance efficiency increase in the Companyûs operation and internalcontrol system for the management.

ë The approval of the 2008 audit plan prepared based on risk evaluation outcomes, covering all theimportant systems of the Company and its subsidiaries

ë The review and the follow-up of risk management outcomes of the Company and its subsidiariesThe Risk Management Committee evaluated risks which might have significant adverse effects on

the Companyûs business goal achievement and also set up the preventive and solving measures for them.ë The review of the related party transactions of the Company and its subsidiaries in accordance with the

Stock Exchange of Thailandûs regulationsHaving reviewed the related party transactions of the Company and its subsidiaries, the Audit

Committee has the opinion that such transactions were reasonably and truly done for the utmost benefitsof the Company with all the general business terms and conditions fulfilled apart from the accurate andadequate information disclosure.

ë The provision of advice for the management on the Companyûs operation to strengthen good corporategovernance to fit with the guidelines of the Stock Exchange of Thailand in addition to the provision ofreminders on various aspects the Company had to perform in compliance with the rules and regulationsof the authorities supervising public companies

The Audit Committee proposed to the Companyûs Board of Directors to appoint Ernst & Young OfficeLimited as the Companyûs auditor for the year 2008.

Dr. Vichit YamboonruangChairman of the Audit Committee


Report of Independent Auditor

To the Shareholders of Jasmine International Public Company Limited

I have audited the accompanying consolidated balance sheet of Jasmine International Public CompanyLimited and its subsidiaries as at 31 December 2007, the related consolidated statements of income, changes inshareholdersû equity and cash flows for the year then ended, and the separate financial statements of JasmineInternational Public Company Limited for the same period. These financial statements are the responsibility of themanagement of the Company and its subsidiaries as to their correctness and the completeness of the presentation. Myresponsibility is to express an opinion on these financial statements based on my audit. I did not audit the financialstatements of TT&T Public Company Limited, an associated company, whose financial statements were included inthe consolidated financial statements. The consolidated balance sheet of the Company and its subsidiaries as at 31December 2007 included investments in the associated company accounted for using the equity method totaling Baht2,923 million and the related consolidated statement of income for the year then ended included share of loss fromthe associated company totaling Baht 637 million. The financial statements of the associated company were auditedby another auditor, whose report dated 18 February 2008, have been furnished to me. My report herein, insofar asit relates to the amounts included for the associated company in the consolidated financial statements is based solelyon the reports of that auditor. The consolidated financial statements of Jasmine International Public Company Limitedand its subsidiaries and the separate financial statements of Jasmine International Public Company Limited as at 31December 2006 and for the year then ended, as presented herein for comparative purposes, were audited inaccordance with generally accepted auditing standards by another auditor of our firm who expressed an unqualifiedopinion on those statements, under her report dated 28 February 2007, based on her audit and the report of anotherauditor, but drew attention as described in Note 6.1 and Note 14.4 to the financial statements. In addition, theauditor of the associated company drew attention as described in Note 14.5 to the financial statements.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require thatI plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. I believe that my audit and thereports of another auditor referred to in the first paragraph provide a reasonable basis for my opinion.

In my opinion, based on my audit and the report of another auditor, the financial statements referred to abovepresent fairly, in all material respects, the financial position of Jasmine International Public Company Limited and itssubsidiaries and of Jasmine International Public Company Limited as at 31 December 2007, and the results of theiroperations, and cash flows for the year then ended, in accordance with generally accepted accounting principles.

Without qualifying my opinion on the above financial statements. I draw attention to the following matters:1. As described in Note 14.4 to the financial statements, as at 31 December 2007 the net book value of

the investments of the Company and its subsidiaries in the associated company, totalled Baht 2,923million, and that of the Company only totalled Baht 2,604 million, while the total market values of theseinvestments amounted to Baht 871 million and Baht 729 million, respectively. No allowance for thedifference in value has been set aside against the investments since the management believes that thepresent value of the benefits to be derived from these investments in the future exceeds the abovecarrying values. Nevertheless, there are uncertainties in respect of the matter and dispute described inNote 14.5 to the financial statements, which may have a material impact on the realisable value of suchinvestments.


2. As described in Note 6 to the financial statements, whereby on 7 August 2003, the Central BankruptcyCourt approved the business rehabilitation plan of the Company and subsequently, on 14 September2006, the Court issued an order to terminate the business rehabilitation of the Company. However,certain creditors lodged objections to certain issues with the Supreme Court, and the issues are beingconsidered by the Supreme Court. The Company believes that these issues will not have any impact onthe financial statements of the Company.

3. As described in Note 33.9 to the financial statements, a subsidiary company entered into two turn-keyagreements with TOT PCL., the subsidiary is obliged to deliver work within specific periods stipulatedin the agreements. The subsidiary has been unable to make delivery within the stipulated period. TOTPCL. is therefore entitled to charge a penalty to the subsidiary at a rate of 0.1 percent of the contractvalue (Baht 87 million and Baht 34 million, respectively). However, the management of the subsidiaryis in the process of requesting an extension of the deadline for delivery and they believe that negotiationsfor such extension will be successful, because the delays were caused by a delay in the delivery of anarea by a related government agency, and no penalty will be imposed.

4. As described in Note 4 to the financial statements whereby, effective in 2007, the Company changedits accounting policy for recording investments in subsidiaries and associates in the separate financialstatements from the equity method to the cost method. The Company has thus restated the separatefinancial statements as at 31 December 2006 and for the year then ended to reflect this accountingchange.

5. The auditor of the associated company draw attention to the financial statements, under her report dated18 February 2008, of the associated company and its subsidiaries in respect of the following matters,as described in Note 14.5 to the financial statements.a) For the year ended 31 December 2007, the associated company incurred operating losses of Baht

2,041 million and the associated company and its subsidiaries incurred operating losses of Baht 2,028

million. As at 31 December 2007, the associated companyûs current liabilities exceeded its current

assets by Baht 3,643 million and current liabilities of the associated company and its subsidiaries

exceeded their current assets by Baht 3,792 million. The associated company has defaulted on payment

of principal amounting to approximately Baht 1,915 million due on 30 June 2007 and 31 December

2007 and has default interest payable, calculated up to 31 December 2007, amounting to Baht 29

million. The associated company is currently negotiating with its creditors. Nevertheless, the situation is

uncertain and may affect the success of the associated companyûs future operations and its ability to

generate sufficient cash flows from operations to meet the conditions of the loan agreements. These

factors indicate the existence of a material uncertainty which may cast significant doubt on the associated

companyûs ability to continue as a going concern.

b) The associated company earns income from other value added services, for which some of thesharing rates are under negotiation and/or arrangement with TOT PCL.

c) The associated company has ongoing disputes with TOT PCL., of which the outcome cannot presentlybe determined.

Supachai PhanyawattanoCertified Public Accountant (Thailand) No. 3930

Ernst & Young Office Limited

Bangkok: 28 February 2008


JASMINE INTERNATIONAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

BALANCE SHEETSAS AT 31 DECEMBER 2007 AND 2006

(Unit: Baht)

Consolidated financial statements Separate financial statements

Note 2007 2006 2007 2006

(Restated)

ASSETS

CURRENT ASSETS

Cash and cash equivalents 3,418,036,348 4,573,804,808 359,085,258 977,388,121

Current investments - deposits with

financial institutions 7 535,187,373 642,400,329 24,580,487 20,868,991

Trade accounts receivable

Related parties 8, 9 968,248,467 716,843,379 - -

Unrelated parties 9 965,602,368 1,378,904,637 70,040,630 218,066,917

Total trade accounts receivable 1,933,850,835 2,095,748,016 70,040,630 218,066,917

Less: Allowance for doubtful accounts 9 (83,871,965) (86,382,792) (56,388,239) (60,252,346)

Total trade accounts receivable - net 1,849,978,870 2,009,365,224 13,652,391 157,814,571

Short-term loan to and amounts

due from related parties 8 9,508,691 904,986 298,641,215 309,993,703

Inventories - net 10 79,655,411 95,068,531 - -

Other current assets

Prepaid project costs 67,788,300 67,605,850 588,505 7,479,938

Unbilled receivable - related party 8 150,332,216 176,784,221 - -

Unbilled receivable - unrelated parties 120,021,122 78,370,278 - 6,638,188

Dividend receivable from subsidiary 8 - - 1,399,994,895 -

Advance payments for goods and services 38,052,457 40,635,046 - -

Retention receivable 23,533,470 88,185,485 23,295,380 86,853,645

Other receivable 85,441,181 63,263,130 125,550 165,470

Withholding tax 66,568,696 50,076,912 43,988,547 36,829,058

Vat refundable 9,507,478 73,288,052 - -

Input tax pending payments 50,308,787 24,541,853 1,166,527 1,102,203

Others 49,946,786 58,670,439 1,302,175 1,770,919

Total other current assets 661,500,493 721,421,266 1,470,461,579 140,839,421

TOTAL CURRENT ASSETS 6,553,867,186 8,042,965,144 2,166,420,930 1,606,904,807

The accompanying notes are an integral part of the financial statements.



BALANCE SHEETS (Continued)AS AT 31 DECEMBER 2007 AND 2006

(Unit: Baht)


Note 2007 2006 2007 2006

(Restated)

NON-CURRENT ASSETS

Restricted deposits with financial institutions 11 480,666,929 434,398,459 40,506,301 40,478,945

Investments in dissolved subsidiaries - net 12 51,338,990 51,338,990 51,338,990 51,338,990

Investments in subsidiaries - net 13 - - 2,994,162,008 2,994,162,008

Investments in associates - net 14 2,933,091,119 3,576,053,399 2,621,220,727 3,150,731,673

Investments in other companies - net 15 - - - -

Property, plant and equipment - net 16 3,452,582,932 3,468,381,763 5,573,574 3,392,738

Leasehold rights - net 17 - - 284,743,083 298,562,250

Assets held for sale 18 53,581,518 53,581,520 - -

Other non-current assets

Advance payments for investment

projects to related parties - net 8 33,780,742 33,780,742 33,780,742 33,780,742

Deferred project costs - net 19 1,324,586,466 1,675,084,079 - -

Excess of cost of investments over

net assets value of subsidiaries - net 20 88,856,582 96,394,959 - -

Others 7,074,715 8,092,128 3,219,572 3,213,572

Total other non-current assets 1,454,298,505 1,813,351,908 37,000,314 36,994,314

TOTAL NON-CURRENT ASSETS 8,425,559,993 9,397,106,039 6,034,544,997 6,575,660,918

TOTAL ASSETS 14,979,427,179 17,440,071,183 8,200,965,927 8,182,565,725





(Unit: Baht)


Note 2007 2006 2007 2006

(Restated)

LIABILITIES AND SHAREHOLDERSû EQUITY

CURRENT LIABILITIESBank overdrafts and short-term loans from banks 21 324,367,676 387,394,194 - -Trade accounts payable

Related parties 8 571,077,860 254,426,120 16,050,000 16,050,000Unrelated parties 739,867,344 698,192,103 80,780 1,688,137

Total trade accounts payable 1,310,945,204 952,618,223 16,130,780 17,738,137Current portion of accounts and

notes payable for equipment 22 311,186,078 299,152,359 - -Current portion of long-term loans 23 761,600,000 812,000,000 - -Current portion of long-term debts under

rehabilitation planRelated parties 6, 8 - - 117,668,083 94,135,578Unrelated parties 6, 24 28,134,029 566,906,077 28,134,029 566,906,077

Total current portion of long-term debtsunder rehabilitation plan 28,134,029 566,906,077 145,802,112 661,041,655

Amounts due to related parties 8 23,744,784 76,183,199 16,699,449 11,394,954Other current liabilities

Advances received from related party 8 106,536 11,599,102 - -Advances received from unrelated parties 88,719,741 87,605,144 2,957,048 4,539,017Corporate income tax payable 136,649,924 203,897,997 - -Accrued project costs 205,104,093 214,565,970 - 2,206,492Accrued expenses 47,870,779 51,847,780 4,703,054 7,675,125Undue output tax 78,186,592 82,522,276 4,852,582 18,047,212Retention payable 25,076,869 28,480,460 259,237 800,577Other payable 23,778,691 12,103,010 2,282,777 955,266Others 39,600,069 79,897,787 2,382,080 11,470,753

Total other current liabilities 645,093,294 772,519,526 17,436,778 45,694,442TOTAL CURRENT LIABILITIES 3,405,071,065 3,866,773,578 196,069,119 735,869,188NON-CURRENT LIABILITIES

Accounts and notes payable for equipment -net of current portion 22 329,460,556 663,197,060 - -

Long-term loans -net of current portion 23 1,332,800,000 2,142,768,000 - -

Long-term debts under rehabilitation plan -net of current portionRelated parties 6, 8 - - 706,120,172 729,652,677Unrelated parties 6, 24 1,063,528,128 1,355,250,906 1,063,528,128 1,355,250,906

Total long-term debts under rehabilitation plan -net of current portion 1,063,528,128 1,355,250,906 1,769,648,300 2,084,903,583

Other non-current liabilities 11,386,628 4,911,914 9,146,525 8,628,875TOTAL NON-CURRENT LIABILITIES 2,737,175,312 4,166,127,880 1,778,794,825 2,093,532,458

TOTAL LIABILITIES 6,142,246,377 8,032,901,458 1,974,863,944 2,829,401,646





(Unit: Baht)


Note 2007 2006 2007 2006

(Restated)

SHAREHOLDERSû EQUITY

Share capital

Authorised share capital

15,485,673,420 ordinary shares of

Baht 1 each 15,485,673,420 15,485,673,420 15,485,673,420 15,485,673,420

Preferred shares non-cumulative dividend

2.5% 200,000,000 shares of

Baht 1 each 200,000,000 200,000,000 200,000,000 200,000,000

15,685,673,420 15,685,673,420 15,685,673,420 15,685,673,420

Issued and fully paid-up

8,319,907,163 ordinary shares of

Baht 1 each 8,319,907,163 8,319,907,163 8,319,907,163 8,319,907,163

Warrants 25 26,074,479 26,074,479 26,074,479 26,074,479

Discount on ordinary shares (1,757,699,267) (1,757,699,267) (1,757,699,267) (1,757,699,267)

Capital surplus from share premium of subsidiary 13.3 50,720,577 51,799,272 - -

Unrealised gain on changes in value of investments

in available-for-sale securities 2,468,700 1,899,000 - -

Retained earnings

Appropriated

Statutory reserve - the Company 26 83,076,226 83,076,226 83,076,226 83,076,226

- subsidiaries 26 276,982,930 214,437,311 - -

Treasury shares reserve 27 300,745,624 - 300,745,624 -

Unappropriated (deficit) 864,497,058 1,392,741,833 (445,256,618) (1,318,194,522)

EQUITY ATTRIBUTABLE TO THE COMPANYûS

SHAREHOLDERS 8,166,773,490 8,332,236,017 6,526,847,607 5,353,164,079

LESS: TREASURY SHARES 27 (300,745,624) - (300,745,624) -

EQUITY ATTRIBUTABLE TO

THE COMPANYûS SHAREHOLDERS - NET 7,866,027,866 8,332,236,017 6,226,101,983 5,353,164,079

MINORITY INTEREST - equity attributable to minority

shareholders of subsidiaries 971,152,936 1,074,933,708 - -

TOTAL SHAREHOLDERSû EQUITY 8,837,180,802 9,407,169,725 6,226,101,983 5,353,164,079

TOTAL LIABILITIES AND SHAREHOLDERSû EQUITY 14,979,427,179 17,440,071,183 8,200,965,927 8,182,565,725




INCOME STATEMENTSFOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006

(Unit: Baht)


Note 2007 2006 2007 2006

(Restated)

REVENUES

Sales and service income 4,330,726,394 5,275,067,954 9,181,501 -

Other income

Management fee income 360,000 - 89,520,000 71,600,000

Interest income 146,639,265 181,210,721 23,633,068 40,257,193

Gain on sales of investments in

available-for-sale securities - 31,323,370 - 14,807,609

Exchange gains 57,980,096 247,644,762 - -

Dividend income from subsidiaries 13 - - 1,867,982,103 51,999,636

Others 97,241,150 112,800,763 12,703,863 21,487,053

Total other income 302,220,511 572,979,616 1,993,839,034 200,151,491

TOTAL REVENUES 4,632,946,905 5,848,047,570 2,003,020,535 200,151,491

EXPENSES

Cost of sales and service 2,559,058,131 3,137,799,048 8,498,397 -

Selling, servicing and administrative expenses 726,463,583 779,101,853 78,070,210 83,884,434

Fee for early redemption of senior secured notes 23 - 265,009,455 - -

Loss on impairment of investment - - 529,510,946 -

Allowance for doubtful accounts for short-term

loan to and amounts due from subsidiaries 8 - - - 20,693,993

Share of loss from investments in associates 644,669,911 390,582,511 - -

TOTAL EXPENSES 3,930,191,625 4,572,492,867 616,079,553 104,578,427

INCOME BEFORE INTEREST EXPENSES

AND CORPORATE INCOME TAX 702,755,280 1,275,554,703 1,386,940,982 95,573,064

INTEREST EXPENSES (363,830,264) (444,044,010) (89,730,031) (126,783,384)

CORPORATE INCOME TAX (316,980,521) (394,240,777) - -

INCOME (LOSS) AFTER CORPORATE INCOME TAX 21,944,495 437,269,916 1,297,210,951 (31,210,320)

NET INCOME ATTRIBUTABLE TO MINORITY INTEREST (63,370,604) (201,091,300) - -

NET INCOME (LOSS) FOR THE YEAR (41,426,109) 236,178,616 1,297,210,951 (31,210,320)

EARNINGS PER SHARE 28

Basic earnings per share

Net income (loss) (0.005) 0.028 0.164 (0.004)

Diluted earnings per share

Net income (loss) (0.005) 0.027 0.158 (0.004)




ited


STATEMENTS OF CHANGES IN SHAREHOLDERSû EQUITYFOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006

(Unit: Baht)

Consolidated financial statements

Unrealised Minoritygain on Retained earnings interest equity

Capital changes in value attributableIssued and Currency surplus from of investments in to minority

fully paid-up Discount on translation share premium available-for-sale Statutory shareholdersshare capital Warrants ordinary shares differences of subsidiary securities reserve Unappropriated of subsidiaries Total

Balance as at 31 December 2005 8,319,877,163 26,074,779 (1,757,679,587) (2,612,913) - 62,045,303 270,034,238 1,184,042,516 385,133,513 8,486,915,012

Unrealised items in income statements

Currency translation differences - - - 2,612,913 - - - - - 2,612,913

Increase (decrease) in capital surplus from

share premium of subsidiary - - - - 51,799,272 - - - (51,799,272) -

Decrease in fair value of investments - - - - - (60,146,303) - - (7,729,748) (67,876,051)

Increase in ordinary shares 30,000 - - - - - - - - 30,000

Decrease in warrants - net - (300) - - - - - - - (300)

Increase in discount on ordinary shares - - (19,680) - - - - - - (19,680)

Net income for the year - - - - - - - 236,178,616 - 236,178,616

Transfered to statutory reserve - - - - - - 27,479,299 (27,479,299) - -

Minority interest increase in share capital of subsidiary - - - - - - - - 532,311,778 532,311,778

Minority interest newly acquired subsidiaries - - - - - - - - 11,824,273 11,824,273

Net income from sales of equipment of subsidiaries

attributable to minority interest - - - - - - - - 45,255,706 45,255,706

Sales of investments in subsidiary (Note 13.8) - - - - - - - - (1,446,058) (1,446,058)

Net income attributed to minority interest in subsidiaries - - - - - - - - 201,091,300 201,091,300

Dividend paid to minority interest in subsidiaries - - - - - - - - (39,707,784) (39,707,784)

Balance as at 31 December 2006 8,319,907,163 26,074,479 (1,757,699,267) - 51,799,272 1,899,000 297,513,537 1,392,741,833 1,074,933,708 9,407,169,725




ited


STATEMENTS OF CHANGES IN SHAREHOLDERSû EQUITY (Continued)FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006

(Unit: Baht)


Unrealised Minoritygain on Retained earnings interest equity

Capital changes in value attributableIssued and surplus from of investments in to minority

fully paid-up Discount on share premium available-for-sale Statutory shareholdersshare capital Warrants ordinary shares of subsidiary securities reserve Unappropriated Treasury shares of subsidiaries Total

Balance as at 31 December 2006 8,319,907,163 26,074,479 (1,757,699,267) 51,799,272 1,899,000 297,513,537 1,392,741,833 - 1,074,933,708 9,407,169,725

Unrealised items in income statements

Increase (decrease) in capital surplus from

share premium of subsidiary - - - (1,078,695) - - - - 1,078,695 -

Increase in fair value of investments - - - - 569,700 - - - - 569,700

Net loss for the year - - - - - - (41,426,109) - - (41,426,109)

Dividend paid to the Companyûs shareholders (Note 29) - - - - - - (123,527,423) - - (123,527,423)

Transferred to statutory reserve - - - - - 62,545,619 (62,545,619) - - -

Treasury shares for the year - - - - - - - (300,745,624) - (300,745,624)

Transferred to treasury shares reserve - - - - - - (300,745,624) 300,745,624 - -

Minority interest increase in share capital of subsidiary - - - - - - - - 1,681,820 1,681,820

Minority interest newly acquired subsidiary (Note 13.2) - - - - - - - - (162,502,091) (162,502,091)


attributable to minority interest - - - - - - - - 40,736,226 40,736,226

Net income attributed to minority interest in subsidiaries - - - - - - - - 63,370,604 63,370,604

Dividend paid to minority interest in subsidiaries - - - - - - - - (48,146,026) (48,146,026)

Balance as at 31 December 2007 8,319,907,163 26,074,479 (1,757,699,267) 50,720,577 2,468,700 360,059,156 864,497,058 - 971,152,936 8,837,180,802




ited


STATEMENTS OF CHANGES IN SHAREHOLDERSû EQUITY (Continued)FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006

(Unit: Baht)

Separate financial statementsUnrealisedgain on Retained earnings

Capital changes in valueIssued and Currency surplus from of investments in

fully paid-up Discount on translation share premium available-for-sale Statutoryshare capital Warrants ordinary shares difference of subsidiary securities reserve Unappropriated Treasury shares Total

Balance as at 31 December 2005 - as previously reported 8,319,877,163 26,074,779 (1,757,679,587) (2,612,913) - 62,045,303 71,267,295 1,382,809,459 - 8,101,781,499

Cumulative effect of the change in accounting policy

for investments in subsidiaries and associates (Note 4) - - - 2,612,913 - (26,380,345) - (2,657,984,730) - (2,681,752,162)

Balance as at 31 December 2005 - as restated 8,319,877,163 26,074,779 (1,757,679,587) - - 35,664,958 71,267,295 (1,275,175,271) - 5,420,029,337

Unrealised item in income statements

Decrease in fair value of investments - - - - - (35,664,958) - - - (35,664,958)

Increase in ordinary shares 30,000 - - - - - - - - 30,000

Decrease in warrants - net - (300) - - - - - - - (300)

Increase in discount on ordinary shares - - (19,680) - - - - - - (19,680)

Net loss for the year (restated) - - - - - - - (31,210,320) - (31,210,320)

Transferred to statutory reserve - - - - - - 11,808,931 (11,808,931) - -

Balance as at 31 December 2006 - as restated 8,319,907,163 26,074,479 (1,757,699,267) - - - 83,076,226 (1,318,194,522) - 5,353,164,079

Balance as at 31 December 2006 - as previously reported 8,319,907,163 26,074,479 (1,757,699,267) - 51,799,272 1,899,000 83,076,226 1,607,179,144 - 8,332,236,017

Cumulative effect of the change in accounting policy

for investments in subsidiaries and associates (Note 4) - - - - (51,799,272) (1,899,000) - (2,925,373,666) - (2,979,071,938)

Balance as at 31 December 2006 - as restated 8,319,907,163 26,074,479 (1,757,699,267) - - - 83,076,226 (1,318,194,522) - 5,353,164,079

Net income for the year - - - - - - - 1,297,210,951 - 1,297,210,951

Dividend paid to the Companyûs shareholders (Note 29) - - - - - - - (123,527,423) - (123,527,423)

Treasury shares for the year - - - - - - - - (300,745,624) (300,745,624)

Transferred to treasury shares reserve - - - - - - - (300,745,624) 300,745,624 -

Balance as at 31 December 2007 8,319,907,163 26,074,479 (1,757,699,267) - - - 83,076,226 (445,256,618) - 6,226,101,983




CASH FLOW STATEMENTSFOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006

(Unit: Baht)


2007 2006 2007 2006

(Restated)

Cash flows from operating activities

Net income (loss) (41,426,109) 236,178,616 1,297,210,951 (31,210,320)

Adjustments to reconcile net income (loss) to net cash

provided by (paid from) operating activities

Depreciation and amortisation 796,662,569 862,334,960 15,525,639 15,408,787

Amortisation of deferred interest under

installment contracts 55,849,071 - - -

Loss on impairment of assets 14,405,193 28,239,150 529,510,946 -

Write off assets 2,341,404 6,228,094 - -

Loss on sales of leasehold rights - 124,527 - -

Loss (gain) on sales of property, plant and equipment (205,809) 1,529,376 (35,074) (48,020)

Allowance for doutful accounts - - - 20,693,993

Revenues from reversal of liabilities - (59,335,816) - -

Dividend income from investments in subsidiaries - - (1,867,982,103) (51,999,636)

Gain on sales of investments in subsidiary - (197,425) - (64,530)

Share of loss from investments in associates 644,669,911 390,582,511 - -

Unrealised exchange gain (34,548,074) (19,117,920) - -

Realised exchange gain from long-term liabilities (14,620,521) (305,345,079) - -


attributable to minority interest 40,736,226 45,255,706 - -

Net income attributable to minority interest 63,370,604 201,091,300 - -

Income (loss) from operating activities before changes in

operating assets and liabilities 1,527,234,465 1,387,568,000 (25,769,641) (47,219,726)

Operating assets decrease (increase)

Trade accounts receivable 143,338,309 (231,997,337) 144,162,180 (68,232,113)

Amounts due from related parties (8,603,705) 81,471 11,352,488 316,876,397

Inventories (15,358,400) 36,907,573 - -

Prepaid project costs (182,450) (39,365,608) 6,891,433 (7,479,938)

Unbilled receivable (23,764,734) 124,953,746 6,638,188 171,702,997

Other current assets 75,871,762 (29,262,430) 56,843,116 (39,550,441)

Other non-current assets 1,017,413 4,018,398 (6,000) 659,305

Operating liabilities increase (decrease)

Trade accounts payable 358,751,447 (17,377,021) (1,607,357) (63,738,357)

Amounts due to related parties (52,438,415) 58,685,928 5,304,495 (807,256)

Advances received (10,377,969) (111,449,099) (1,581,969) (17,170,300)

Corporate income tax payable (67,248,073) (42,366) - -

Accrued project costs (1,098,583) 97,151,645 (2,206,492) (23,691,383)

Accrued expenses (3,977,001) (44,147,458) (2,972,071) (231,152)

Other current liabilities (36,361,312) (122,613,469) (21,497,132) (8,498,344)

Other non-current liabilities 6,474,716 4,737,378 517,650 (1,014,752)

Net cash flows from operating activities 1,893,277,470 1,117,849,351 176,068,888 211,604,937




CASH FLOW STATEMENTS (Continued)FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006

(Unit: Baht)


2007 2006 2007 2006

(Restated)

Cash flows from investing activities

Decrease (increase) in current investments 107,212,956 (324,725,212) (3,711,496) 21,215,746

Decrease (increase) in restricted deposits with

financial institutions (46,268,470) 829,385,481 (27,356) (5,326,207)

Dividend received from investments in subsidiaries - - 467,987,208 233,757,196

Net cash received from investment in subsidiary (Note 13.6) - 38,103,939 - -

Cash paid from investments in subsidiaries and associate

(Note 13.2, 13.7) (180,442,699) (324,895,187) - -

Proceeds from sales of investments in subsidiary - 3,825,000 - 1,250,000

Proceeds from sales of property, plant and equipment 1,970,569 5,527,802 78,147 54,205

Proceeds from sales of leasehold rights - 3,300,000 - -

Acquisition of property, plant and equipment (436,319,745) (132,897,920) (3,930,381) (2,495,455)

Increase in deferred project costs - (52,500) - -

Net cash flows from (used in) investing activities (553,847,389) 97,571,403 460,396,122 248,455,485

Cash flows from financing activities

Decrease in bank overdrafts and short-term loans from banks (63,026,518) (1,661,761) - -

Repayment for accounts and notes payable for equipment (270,571,944) - - -

Cash received from long-term borrowings from bank - 3,430,000,000 - -

Repayment of long-term loans borrowings from banks (860,368,000) (3,848,188,197) - -

Repayment of long-term debts under rehabilitation plan (830,494,826) (535,911,790) (830,494,826) (535,911,791)

Dividend paid to the Companyûs shareholders (123,527,423) - (123,527,423) -

Dividend paid to minority interest in subsidiaries (48,146,026) (43,735,104) - -

Cash received from increase in share capital of subsidiary 1,681,820 532,311,778 - -

Cash received from warrant exercise - 10,020 - 10,020

Cash paid for treasury shares (300,745,624) - (300,745,624) -

Net cash flows used in financing activities (2,495,198,541) (467,175,054) (1,254,767,873) (535,901,771)

Currency translation differences - 2,612,913 - -

Net increase (decrease) in cash and cash equivalents (1,155,768,460) 750,858,613 (618,302,863) (75,841,349)

Cash and cash equivalents at beginning of year 4,573,804,808 3,822,946,195 977,388,121 1,053,229,470

Cash and cash equivalents at end of year 3,418,036,348 4,573,804,808 359,085,258 977,388,121

- - - -

Supplemental cash flows information

Cash paid during the year for

Interest expenses 339,305,036 492,467,669 113,880,709 155,834,485

Corporate income tax 405,363,387 447,244,452 7,159,489 32,087,064

Non-cash transaction

Purchases of equipment by liabilities - 995,263,872 - -




NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006

1. CORPORATE INFORMATIONJasmine International Public Company Limited (çThe Companyé) is a public company incorporated and

domiciled in Thailand. The Company is principally engaged in investments in companies involved in the telecommunicationbusiness and its registered address is 200, 29th - 30th Floor, Moo 4, Chaengwatana Road, Pakkred, Nonthaburi.

2. BASIS OF PREPARATION2.1 The financial statements have been prepared in accordance with accounting standards enunciated under

the Accounting Profession Act B.E. 2547. The presentation of the financial statements has been madein compliance with the stipulations of the Notification of the Department of Business Developmentdated 14 September 2001, issued under the Accounting Act B.E. 2543.

The financial statements have been prepared on a historical cost basis except where otherwisedisclosed in the accounting policies.

2.2 Basis of consolidationa) The consolidated financial statements include the financial statements of the Company and the

following subsidiaries.

Assets as Revenues as aa percentage to the percentage to the

Percentage of consolidated total consolidated totalCountry of shareholding assets as at revenues for the year

Companyûs name Nature of business incorporation by the Company 31 December ended 31 December

2007 2006 2007 2006 2007 2006Percent Percent Percent Percent Percent Percent

Held by the Company

Jasmine Submarine Operator of submarine Thailand 100 100 17 18 21 22

Telecommunications Co., Ltd. optical fibre cable networkAcumen Co., Ltd. Satellite telecommunications Thailand 100 100 9 10 4 16

servicesJasmine Telecom Systems PCL. Design, installation and Thailand 57 57 15 14 16 27

(2007: Another 9% held testing of telecommunicationby T.J.P. Engineering systemsCo., Ltd.)

Jasmine Internet Co., Ltd. Internet service provider Thailand 65 65 1 1 9 7

T.J.P. Engineering Co., Ltd. Survey, design and Thailand 80 80 2 2 2 1

(Another 20% held by construction ofAcumen Co., Ltd.) telecommunications

Jasmine International Overseas Investment holding Thailand 40 40 - - - -

Co., Ltd. (Another 34% held byACeS (Thailand) Co., Ltd.and another 26% held by ACeSRegional Services Co., Ltd.)

Chaengwatana Planner Co., Ltd. Rehabilitation plan administrator Thailand 100 100 - - - -

Jasmine Cyber Works Co., Ltd. Ceased operation Thailand 100 100 - - - -

Jasmine Smart Shop Co., Ltd. Ceased operation Thailand 100 100 - - - -

Mobile Communication Services Ceased operation Thailand 70 70 1 1 - -

Co., Ltd.

Compunet Corporation Limited Ceased operation Thailand 100 100 1 1 1 -

Jasmine Energy Co., Ltd. In the process of dissolution Thailand 90 90 - - - -

Jasmine Cable & Materials Co., Ltd. In the process of dissolution Thailand 100 100 - - - -


Assets as Revenues as aa percentage to the percentage to the

Percentage of consolidated total consolidated totalCountry of shareholding assets as at revenues for the year

Companyûs name Nature of business incorporation by the Company 31 December ended 31 December

2007 2006 2007 2006 2007 2006Percent Percent Percent Percent Percent Percent

Held by subsidiaries

Siam Teltech Computer Co., Ltd. Provision, design and software Thailand - - 4 3 3 7

(98% held by Jasmine Telecom development

Systems PCL.)

Smart Highway Co., Ltd. Domestic high speed data Thailand - - - - 1 1

(67% held by Acumen Co., Ltd.) communication rental service

provider

Triple T Broadband PCL. Service provider in Thailand - - 12 11 27 5

(91% held by Acumen Co., Ltd.) telecommunications network

Triple T Internet Co., Ltd. Not yet start operation Thailand - - - - - -

(2007: 100% held by

Triple T Broadband PCL.)

ACeS (Thailand) Co., Ltd. Investment holding Thailand - - - 1 - -

(2007: 59% held by Jasmine

International Overseas Co., Ltd.,

2006: 18% held by Jasmine

International Overseas Co., Ltd.,

31% held by Acumen Co., Ltd.

and 10% held by Jasmine

Submarine Telecommunications

Co., Ltd.)

ACeS Regional Services Co., Ltd. Marketing and distribution Thailand - - 3 2 4 5

(98% held by ACeS of equipment and providing

(Thailand) Co., Ltd.) services to satellite-based

cellular phone users

Pakkret Planner Co., Ltd. Rehabilitation plan Thailand - - - - - -

(100% held by administrator

Jasmine International

Overseas Co., Ltd.)

Clippership Investments (BVI) Limited Ceased operation British Virgin - - - - - -

(100% held by Jasmine Island

International Overseas Co., Ltd.)

Thai Long Distance Operator of submarine Thailand - - 5 4 7 7

Telecommunications Co., Ltd. optical fibre cable network

(90% held by Jasmine

Submarine Telecommunications

Co., Ltd.)

JasTel Network Co., Ltd. Domestic and Oversea high Thailand - - 2 - 2 -

(100% held by Jasmine speed data communication

Submarine Telecommunications rental service provider

Co., Ltd.)

Premium Assets Co., Ltd. Office rental Thailand - - 9 7 3 2

(54% held by Acumen

Co., Ltd. and 46% held by

Jasmine Submarine

Telecommunications Co., Ltd.)


b) Material balances and transactions between the Company and its subsidiaries have been eliminatedfrom the consolidated financial statements.

c) Investments in the subsidiaries as recorded in the Companyûs books of account are eliminatedagainst the equity of the subsidiaries. The resultant differences are amortised over a period of 8-18years commencing as from the date of acquisition of the investments.

d) The consolidated financial statements did not include the financial statements of two subsidiaries,Jasmine Energy Co., Ltd., and Jasmine Cable & Materials Co., Ltd., since the subsidiaries are now

in the process of dissolution.

2.3 The separate financial statements, which present investments in subsidiaries and associates under the

cost method, have been prepared solely for the benefit of the public.

3. ADOPTION OF NEW ACCOUNTING STANDARDSThe Federation of Accounting Professions (FAP) has issued Notifications No. 9/2550, 38/2550 and

62/2550 regarding Accounting Standards. The notifications mandate the use of the following new AccountingStandards.

a) Accounting Standards which are effective for the current yearTAS 44 (revised 2007) Consolidated Financial Statements and Separate Financial Statements

TAS 45 (revised 2007) Investments in AssociatesTAS 46 (revised 2007) Interests in Joint VenturesThese accounting standards become effective for the financial statements for fiscal years beginning on or after

1 January 2007. During the current year, the Company changed its accounting policy for recording investments insubsidiaries and associates in the separate financial statements in order to comply with the revised Thai Accounting

Standards No. 44 and 45 as described in Note 4 to the financial statements.

b) Accounting Standards which are not effective for the current yearTAS 25 (revised 2007) Cash Flow StatementsTAS 29 (revised 2007) LeasesTAS 31 (revised 2007) InventoriesTAS 33 (revised 2007) Borrowing CostsTAS 35 (revised 2007) Presentation of Financial StatementsTAS 39 (revised 2007) Accounting Policies, Changes in Accounting Estimates and ErrorsTAS 41 (revised 2007) Interim Financial ReportingTAS 43 (revised 2007) Business CombinationsTAS 49 (revised 2007) Construction ContractsTAS 51 Intangible AssetsThese accounting standards will become effective for the financial statements for fiscal years beginning on

or after 1 January 2008. The management has assessed the effect of these revised accounting standards and believesthat they will not have any significant impact on the financial statements for the year in which they are initiallyapplied, except for the following accounting standard.

TAS 43 (revised 2007) çBusiness Combinationsé

TAS 43 (revised 2007) does not require the Company to amortise goodwill acquired in a businesscombination. Such goodwill is instead to be tested for impairment, and measured at cost less accumulated impairment


losses. This accounting standard applies to goodwill arising from business combinations for which the agreement dateis on or after 1 January 2008. Previously recognised goodwill can be accounted for prospectively, with the Companydiscontinuing the amotisation of the goodwill and instead testing for impairment, as from the beginning of the first

fiscal year starting on or after 1 January 2008.

4. CHANGE IN ACCOUNTING POLICY FOR RECORDING INVESTMENTS INSUBSIDIARIES, AND ASSOCIATES IN THE SEPARATE FINANCIAL STATEMENTS

During the current year, the Company changed its accounting policy for recording investments in subsidiariesand associates in the separate financial statements from the equity method to the cost method, in compliance withAccounting Standard No. 44 (Revised 2007) regarding çConsolidated Financial Statements and Separate FinancialStatementsé, under which investments in subsidiaries, jointly controlled entities and associates are to be presented inthe separate financial statements under the cost method.

In this regard, the Company has restated the previous yearûs separate financial statements as though theinvestments in the subsidiaries and associates had originally been recorded using the cost method. The change has theeffect of increasing net income in the separate income statements for the year ended 31 December 2007 and 2006by Baht 1,339 million (Baht 0.169 per share) and decreasing by Baht 267 million (Baht 0.032 per share),respectively. The cumulative effect of the change in accounting policy has been presented under the heading ofçCumulative effect of the change in accounting policy for investments in subsidiaries and associatesé in the separatestatements of changes in shareholdersû equity.

Such change in accounting policy affects only the accounts related to investments in subsidiaries andassociates in the Companyûs separate financial statements, with no effect to the consolidated financial statements.

5. SIGNIFICANT ACCOUNTING POLICIES

5.1 Revenue RecognitionSales of goods are recognised when the significant risks and rewards of ownership of the goods have passed

to the buyer. Sales are the invoiced value, excluding value added tax, of goods supplied after deducting discounts andallowances.

Revenues from services related to providing telecom network services, internet services and other businessrelated to the internet business, telephone business, and management services are recognised when services have beenrendered.

Revenues from design and installation of telecommunication systems are recognised when services have beenrendered taking into account the stage of completion.

Revenues from public telephone rental are recognised based on rental period, at the rate stipulated in therental contract.

Interest income is recognised as interest accrues based on the effective rate method.Dividends are recognised when the right to receive the dividends is established.

5.2 Cash and cash equivalentsCash and cash equivalents consist of cash in hand, cash at banks, and all highly liquid investments with an

original maturity of three months or less and not subject to withdrawal restrictions.

5.3 Trade accounts receivableTrade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided

for the estimated losses that may be incurred in collection of receivables. The allowance is generally based oncollection experiences and analysis of debtor aging.


5.4 InventoriesInventories are valued at the lower of average cost (specific cost for computer equipment products) and net

realisable value.

5.5 Investmentsa) Investments in available-for-sale securities are stated at fair value. Changes in the carrying amounts of

securities are recorded as separate items in shareholdersû equity until the securities are sold, when the

changes are then included in determining income.

b) Investments in non-marketable equity securities, which the Company and its subsidiaries classify as

other investments, are stated at cost net of allowance for loss on diminution in value.

c) Investments in dissolved subsidiaries are stated at cost net of allowance for loss on diminution in value.

d) Investments in associates are accounted for in the consolidated financial statements using the equity

method.

e) Investments in subsidiaries and associates are accounted for in the separate financial statements using

the cost method net of allowance for loss on diminution in value.

The fair value of marketable securities is based on the latest bid price of the last working day of the year asquoted on the Stock Exchange of Thailand.

The weighted average method is used for computation of the cost of investments.In the event the Company and its subsidiaries reclassify investments in securities, such investments are

adjusted to their fair value as at the reclassification date. Differences between the carrying amount of the investmentsand their fair value on that date are included in determining income or recorded as surplus (deficit) from change inthe value of investments in shareholdersû equity, depending on the type of investment which is reclassified.

5.6 Property, plant and equipment/DepreciationProperty is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and

allowance for loss on impairment of assets.Depreciation of plant and equipment is calculated by reference to their costs on the straight-line basis over

the following estimated useful lives:

Buildings - 20, 24 yearsBuilding improvements - 9 - 12 yearsLeasehold improvements - 5 yearsSatellite transmission equipment - 5 yearsPublic telephones - 10 years but not more than the remaining terms

of their rental contractsFurniture, fixtures and office equipment - 3, 5, 10 yearsMotor vehicles - 5 yearsEquipment for network service provider - 5 - 15 years

Depreciation is included in determining income.

No depreciation is provided on land and assets under installation.

5.7 Leasehold rights and amortisationLeasehold rights are stated at cost less accumulated amortisation. Amortisation is calculated by reference to

its cost on a straight-line basis over the lease period of 30 years. The amortisation is included in determining income.


5.8 Deferred project costs and amortisationDeferred project costs are stated at cost less accumulated amortisation and allowance for loss on impairment

of assets. Amortisation is calculated by reference to their costs as follows:(a) Costs of the submarine optical fiber cable projects are amortised over the concession periods and

calculated by reference to the proportion of the number of circuits available for service in eachyear against the total number of circuits available throughout the contract periods.

(b) Costs of equipment for domestic high-speed data communication rental service are amortised on astraight-line basis over the concession periods.

The amortisation is included in determining income.

5.9 Assets held for saleAssets held for sale are valued at the lower of cost and net realisable value.

5.10 Related party transactionsRelated parties comprise enterprises and individuals that control, or are controlled by, the Company, whether

directly or indirectly, or which are under common control with the Company.They also include associates and individuals which directly or indirectly own a voting interest in the

Company that gives them significant influence over the Company, key management personnel, directors and officerswith authority in the planning and direction of the Companyûs operations.

5.11 Long-term installment agreementsA subsidiary records long-term installment agreements for equipment which transfer substantially all the risks

and rewards of ownership to the subsidiary as capital expenditures at the present value of the installment payment.The outstanding obligations less the financial expense are recorded as long-term debt, while the interest element ischarged to the income statements over the period of the installment agreements.

5.12 Foreign currenciesForeign currency transactions are translated into Baht at the exchange rates ruling on the transaction dates.

Assets and liabilities denominated in foreign currencies outstanding at the balance sheet date are translated into Bahtat the exchange rates ruling on the balance sheet date, with the exception of those covered by forward exchangecontracts, which are translated at the contracted rates.

Gains and losses on exchange are included in determining income.

5.13 Impairment of assetsThe Company and its subsidiaries assess at each reporting date whether there is an indication that an

asset may be impaired. If any such indication exists, the Company and its subsidiaries make an estimate of the assetûsrecoverable amount. Where the carrying amount of the asset exceeds its recoverable amount, the asset is consideredimpaired and is written down to its recoverable amount. Impairment losses are recognised in the income statement.An assetûs recoverable amount is the higher of fair value less costs to sell and value in use.

5.14 Employee benefitsSalaries, wages, bonuses and contributions to the social security fund and provident fund are recognised as

expenses when incurred.

5.15 ProvisionsProvisions are recognised when the Company and its subsidiaries have a present obligation as a result of a

past event, it is probable that an outflow of resources embodying economic benefits will be required to settle theobligation, and a reliable estimate can be made of the amount of the obligation.


5.16 Treasury sharesTreasury shares are stated at cost and presented as a deduction from shareholdersû equity. Gains on disposal

of treasury shares are determined by reference to the carrying amount and are presented as premium on treasuryshares. Losses on disposal of treasury shares are determined by reference to the carrying amount and are presentedin premium on treasury shares and retained earnings, consecutively.

5.17 Income taxIncome tax is provided for in the accounts based on the taxable profits determined in accordance with

tax legislation.

5.18 Derivatives

Forward exchange contractsReceivables and payables arising from forward exchange contracts are translated into Baht at the rates

of exchange ruling on the balance sheet. Gains and losses from the translation are included in determiningincome. Premiums or discounts on forward exchange contracts are amortised on a straight-line basis over the contractperiods.

5.19 Use of accounting estimatesPreparation of financial statements in conformity with generally accepted accounting principles requires

management to make estimates and assumptions in certain circumstances, affecting amounts reported in thesefinancial statements and related notes. Actual results could differ from these estimates.

6. REHABILITATION PLANS

6.1 The Business Rehabilitation Plan of the CompanyThe Central Bankruptcy Court approved the business rehabilitation plan of the Company on 7 August 2003

and appointed Chaengwatana Planner Co., Ltd. as the plan administrator. Subsequently on 14 September 2006, theCourt issued an order terminating the business rehabilitation of the Company.

However, certain creditors of the Company lodged objections to some issues with the Supreme Court, and theissues are being considered by Supreme Court. The Company believes that these issues will not have any impact onthe financial statements of the Company.

6.2 The Business Rehabilitation Plan of Jasmine International Overseas Co., Ltd., a subsidiaryThe Central Bankruptcy Court approved the subsidiaryûs business rehabilitation plan on 30 September 2003

and appointed Pakkret Planner Co., Ltd. as plan administrator. Subsequently on 26 July 2007, the Court issued anorder terminating the business rehabilitation of the subsidiary.

The Company and the subsidiary recorded the accounting transactions for the debt restructuring underthe rehabilitation plan in 2003 and have presented the outstanding debts after restructuring under the caption ofçLong-term debts under rehabilitation plané, as described in Note 8 and 24 to the financial statements.

7. CURRENT INVESTMENTS - DEPOSITS WITH FINANCIAL INSTITUTIONSIncluded in the balances of current investments as at 31 December 2007 are savings deposits and fixed

deposits of the Company and its subsidiaries amounting to approximately Baht 36 million (2006: Baht 47 million)and of the Company only amounting to approximately Baht 25 million (2006: Baht 21 million) which have beenpledged with the financial institutions to secure credit facilities.


8. RELATED PARTY TRANSACTIONSDuring the years, the Company and its subsidiaries had significant business transactions with related parties,

which have been concluded on commercial terms and bases agreed upon in the ordinary course of business between

the Company and those companies. Below is a summary of those transactions.

(Unit: Million Baht)

Consolidated financial statements Transfer Pricing Policy

2007 2006

Transactions with associated companies

Sales and service income 1,399 1,303 Contract price or normal business price

charged to other customers or bidding price

Rental and other service income 9 1 Contract price or normal business price

charged to other customers

Other income 14 3 Contract price or normal business price


Cost of sales and services 511 181 Contract price

Management fee expenses 108 32 Contract price

Purchase of equipment 80 - As agreed upon

Sale promotion expenses 2 25 As agreed upon

Transactions with related companies

Sales and service income 2 2 Contract price or normal business price





Separate financial statements Transfer Pricing Policy

2007 2006

Transactions with subsidiary companies

(eliminate from the consolidated financial statements)

Management fee income 89 72 Contract price


as charged to other customers

Other income - 10 Contract price

Management fee expenses 1 1 Contract price

Interest expenses 7 5 MLR-2

Other expenses 23 25 Contract price


The balances of the accounts as at 31 December 2007 and 2006 between the Company and those relatedcompanies are as follows:



2007 2006 2007 2006

Trade accounts receivable - related parties

Associated companies

TT&T PCL. 468 399 - -

TT&T Subscriber Services Co., Ltd. 486 314 - -

954 713 - -

Related companies

Mono Generation Co., Ltd. 14 3 - -

Others - 1 - -

14 4 - -

Total trade accounts receivable - related parties 968 717 - -

Short-term loans to and amounts due from related parties

Short-term loans to subsidiary companies

Compunet Corporation Limited - - 39 -

Jasmine Smart Shop Co., Ltd. - - 6 6

Total short-term loans to subsidiary companies - - 45 6

Amounts due from related parties

Subsidiary companies

Jasmine Submarine Telecommunications Co., Ltd. - - 198 237

Thai Long Distance Telecommunications Co., Ltd. - - 43 43

Jasmine Internet Co., Ltd. - - 10 10

Acumen Co., Ltd. - - 4 8

Jasmine International Overseas Co., Ltd. - - - 10

Premium Assets Co., Ltd. - - 2 -

Triple T Broadband PCL. - - 1 -

Siam Teltech Computer Co., Ltd. - - 2 1

Jasmine Smart Shop Co., Ltd. - - 6 6

Jasmine Cyber Works Co., Ltd. - - 9 9

- - 275 324


TT&T PCL. 10 - - -

Premium Real Estate Co., Ltd. - 1 - 1

Total amounts due from related parties 10 1 275 325

Total short-term loans to and amounts due from related parties 10 1 320 331

Less: Allowance for doubtful accounts - - (21) (21)

Total short-term loans to and amounts due from

related parties 10 1 299 310


In 2006, the Company recorded allowance for doubtful accounts for short-term loan to and amounts due from

related parties, Jasmine Smart Shop Co., Ltd. and Jasmine Cyber Works Co., Ltd., totaling Baht 21 million.



2007 2006 2007 2006

Unbilled receivable - related party

Associated company

TT&T PCL. 150 177 - -

Total unbilled receivable -

related party 150 177 - -

Dividend receivable from subsidiary company

Acumen Co., Ltd. - - 1,400 -

Total dividend receivable from subsidiary company - - 1,400 -

Advance payments for investment projects to related parties


Palang Thai Kaowna Co., Ltd. 107 107 107 107

Khunka Palang Thai Co., Ltd. 20 20 20 20

127 127 127 127

Related company

Palit Palangngan Co., Ltd. 16 16 16 16

Total advance payments for investment projects 143 143 143 143

Less: Allowance for doubtful accounts (109) (109) (109) (109)

Total advance payments for investment

projects to related parties - net 34 34 34 34

Advance payments for investments projects are advance payments to purchase of land for IPP (Independent

Power Producer) projects which have now been aborted.



2007 2006 2007 2006

Trade accounts payable - related parties

Subsidiary company

Jasmine Telecom Systems PCL. - - 16 16


TT&T PCL. 567 217 - -

TT&T Subscriber Services Co., Ltd. 4 37 - -

571 254 - -

Total trade accounts payable - related parties 571 254 16 16




2007 2006 2007 2006

Amounts due to related parties


Mobile Communication Services Co., Ltd. - - 4 6

Acumen Co., Ltd. - - 8 3


Others - - 1 1

- - 17 11


TT&T PCL. 20 72 - -

Premium Real Estate Co., Ltd. 4 4 - -

24 76 - -

Total amounts due to related parties 24 76 17 11

Advance received from related party

Associated company

TT&T PCL. - 12 - -

Total advance received from related party - 12 - -

Long - term debts under rehabilitation plan from

related parties


Acumen Co., Ltd. - - 555 555


Total - - 824 824

Less: Current portion

(Deferred interest expenses portion) - - (118) (94)

Total long - term debts under rehabilitation plan

from related parties - net of current portion - - 706 730

Long-term debts under rehabilitation plan with related companies are debts under the rehabilitation plan ofthe Company. Principal is to be settled in full in 2013, while interest is to be paid quarterly, at a rate of MLR-2per annum, although the Company has the right to carry the interest forward to pay it in 2013. If the Company does nothave sufficient surplus cash in 2013 to settle the principal and interest, all outstanding debts and interest are to beforgiven.

In 2007, movements of short-term loans to and long-term debts under rehabilitation plan from related partieswere as follows:


Separate financial statements

Balance as at During the period Balance as at

31 December 2006 Increase Decrease 31 December 2007

Short-term loans to related parties


Compunet Corporation Limited - 39 - 39

Jasmine Smart Shop Co., Ltd. 6 - - 6

6 39 - 45




Balance as at During the period Balance as at

31 December 2006 Increase Decrease 31 December 2007

Long-term debts under rehabilitation plan from

related parties


Acumen Co., Ltd. 555 - - 555

Jasmine Submarine Telecommunications Co., Ltd. 269 - - 269

824 - - 824

Directors and managementûs remunerationIn 2007, the Company and its subsidiaries paid salaries, meeting allowances and gratuities to their directors

and management totaling Baht 118 million and the Company only totaling Baht 18 million (2006: Baht 107million and Baht 16 million, respectively).

Guarantee obligations with subsidiariesThe Company has outstanding guarantee obligations with its related subsidiaries, as described in Note 33.2

to the financial statements.

9. TRADE ACCOUNTS RECEIVABLEThe outstanding balances of trade accounts receivable as at 31 December 2007 and 2006 are aged, based

on due date, as follows:(Unit: Million Baht)


Age of receivables 2007 2006 2007 2006

Related parties

Not yet due 355 312 - -

Past due

Up to 3 months 386 389 - -

Longer than 3 - 6 months 67 9 - -


Longer than 12 months 43 - - -

Total 968 717 - -

Less: Allowance for doubtful accounts - - - -

Net 968 717 - -

Unrelated parties

Not yet due 327 370 - -

Past due

Up to 3 months 414 764 - 158

Longer than 3 - 6 months 70 116 14 -


Longer than 12 months 126 92 56 60

Total 966 1,379 70 218

Less: Allowance for doubtful accounts (84) (87) (56) (60)

Net 882 1,292 14 158

Trade accounts receivable - net 1,850 2,009 14 158


Included in trade accounts receivable from unrelated parties over the age thresholds of 3 months as at 31December 2007 and 2006, are amounts receivable from companies majority-owned by the government as follows:



Age of receivables 2007 2006 2007 2006

Longer than 3 - 6 months 55 110 14 -


Longer than 12 months 47 6 - -

Total 124 135 14 -

Subsidiaries have assigned their rights over collection of major trade accounts receivable to banks, to securecredit facilities obtained from those banks.

As at 31 December 2007, subsidiaries had outstanding balances of overdue trade accounts receivable fromTT&T Public Company Limited (TT&T) and TT&T Subscriber Services Co., Ltd. (TT&T SS), which are an associateand a subsidiary of the associate, respectively, totaling Baht 599 million. Subsequent to the balance sheet date,the subsidiaries received payment of Baht 146 million of this debt, and the management of the subsidiaries haveassessed the ability of TT&T and TT&T SS to service debt and the current financial status of TT&T, which is in theprocess of restructuring its debts and they are confident that they will be able to make full collection of theoutstanding balances.

10. INVENTORIES(Unit: Million Baht)


2007 2006

Satellite transmission equipment 29 67

Finished goods and spare parts 161 143

Total inventories 190 210

Less: Allowance for obsolete inventories (110) (115)

Inventories - net 80 95

11. RESTRICTED DEPOSITS WITH FINANCIAL INSTITUTIONSThese represent saving and fixed deposits which the Company and its subsidiaries pledged to secure credit

facilities.

12. INVESTMENTS IN DISSOLVED SUBSIDIARIES


Consolidated financial statements / Separate financial statements

Paid-up capital Cost

2007 2006 2007 2006

Jasmine Energy Co., Ltd. 110 110 103 103

Jasmine Cable & Materials Co., Ltd. 6 6 6 6

109 109

Less: Allowance for diminution in value of investments (58) (58)

Total investments in dissolved subsidiaries - net 51 51


13. INVESTMENTS IN SUBSIDIARIES



Dividend receivedPaid-up capital Cost for the year ended

31 December

2007 2006 2007 2006 2007 2006

Investments in subsidiaries

Jasmine Submarine Telecommunications Co., Ltd. 1,550 1,550 1,946 1,946 - -

Acumen Co., Ltd. 760 760 760 760 1,800 -

T.J.P. Engineering Co., Ltd. 200 200 160 160 - -

Mobile Communication Services Co., Ltd. 100 100 70 70 - -

Jasmine Telecom Systems PCL. 702 701 100 100 68 52

Compunet Corporation Limited 260 260 100 100 - -

Jasmine Smart Shop Co., Ltd. 110 110 110 110 - -

Jasmine Cyber Works Co., Ltd. 52 52 52 52 - -

Jasmine International Overseas Co., Ltd. 115 115 46 46 - -

Jasmine Internet Co., Ltd. 15 15 1 1 - -

Chaengwatana Planner Co., Ltd. 0.1 0.1 - - - -

3,345 3,345 1,868 52

Less: Allowance for diminution in value of investments (351) (351)

Total investments in subsidiaries - net 2,994 2,994

13.1 The majority of the share certificates of the investments of the Company and Jasmine Telecom

Systems PCL., a subsidiary, have been pledged or delivered to a security agent as collateral to secure long-term debts

under the rehabilitation plan, as described in Note 24 to the financial statements.

13.2 During the current year, T.J.P. Engineering Co., Ltd., a subsidiary, purchased 60 million shares in

Jasmine Telecom Systems PCL. from an unrelated party for a total of Baht 180 million. As a result, the group

companiesû combined shareholdings in the aforementioned company changed from 57% to 66%.

13.3 On 4 May 2007, Jasmine Telecom Systems PCL. (JTS), a subsidiary, issued 1,000,000 ordinary

shares, at a price of Baht 1 per share, or a total of Baht 1,000,000 in accordance with its employee share ownership

plan (ESOP). JTS registered the increase in its paid-up capital to Baht 702,000,000 with the Ministry of Commerce

on 9 May 2007.

During the year 2006, JTS sold an additional 175 million ordinary shares with a par value of Baht 1 each

through an initial public offering at a price of Baht 3.2 per share. JTS received a total of Baht 531 million from sales

of these additional ordinary shares, net of direct expenses.

JTS listed these shares on the Stock Exchange of Thailand with the first trading date being on 18 September

2006.

On 9 March 2005, a meeting of the Extraordinary General Meeting of Shareholders of JTS, passed a

resolution approving an Employee Securities Plan (ESOP) for the directors and employees of JTS whereby it would


issue and offer not more than 5,000,000 ordinary ESOP shares of 1 Baht per share and not more than 21,250,000

ESOP warrants free of charge. One warrant can be exercised to purchase one ordinary share and the warrants are

registered and non-transferable. The term of the warrants does not exceed five years from the date on which they are

granted and the exercise price is set at between 1 to 2 Baht per share, depend on JTSûs net profit for the fiscal year.

The ESOP warrants have restrictions on the exercise period and number of warrants that can be exercised, and these

are dependent on the position of the selected employees. The warrants are not listed on the Stock Exchange of

Thailand. This was approved by the Securities and Exchange Commission on 31 October 2006.

On 25 October 2006, a meeting of the Board of Directors of JTS passed a resolution approving the issuance

and offering of 1,000,000 ordinary ESOP Shares (from a total of 5,000,000 ordinary ESOP shares) and 21,250,000

ESOP warrants to its directors and employees on 3 November 2006. The remaining shares (4,000,000 ESOP

shares) are to be offered within 5 years from the first offer date.

On 3 November 2006, JTSûs directors and employees exercised their rights to purchase 1,000,000 ordinary

shares, as discussed above. JTS registered the increase of its paid-up capital to Baht 701 million with the Ministry

of Commerce on 7 November 2006.

The public offering and exercise of rights to purchase ordinary shares by JTSûs directors and employees

resulted in decrease in the Companyûs shareholding in JTS from 76% to 57%. The Company has recognised the net

increase in the value of JTS of Baht 52 million under the caption of çCapital surplus from share premium of

subsidiaryé in shareholderûs equity.

13.4 On 29 August 2007, the Extraordinary General Meeting of Shareholders No. 4/2550 of Triple T

Broadband Co., Ltd. (TTT), a subsidiary, passed a resolution approving the transmuting of TTT from a company

limited to a public company limited, and additional resolutions approving the following:

1. A change in the par value of its shares from Baht 10 per share to Baht 1 per share.

2. An increase in TTTûs registered share capital from Baht 110 million to Baht 1,200 million through the

issuance of 1,090 million new ordinary shares with a par value of Baht 1 per share to be allocated by

private placement.

TTT registered the change in par value and the increase of share capital with Ministry of Commerce on 4

September 2007.

During the current year, TOT Public Company Limited (çTOTé) lodged complaint against TTT at numerous

police stations, alleging that TTT had illicitly used TOTûs interconnection points. However TTTûs management

believes that TTTûs use of TOTûs interconnection points was not in any way illicit since it comprised use of

equipment or services in accordance with a contract with a related company. The issue has not yet been finalized, but

TTTûs management believes that TTT will not suffer any significant loss as a result of the complaint.

13.5 On 22 August 2007, a meeting of Board of Directors of Jasmine International Overseas Co., Ltd.,

a subsidiary, passed a resolution to purchase 80 million shares in ACeS (Thailand) Co., Ltd., a subsidiary, from

Jasmine Submarine Telecommunications Co., Ltd., and Acumen Co., Ltd., which are also subsidiaries. As a result, the

shareholding of Jasmine International Overseas Co., Ltd. in ACeS (Thailand) Co., Ltd. changed from 18% to 59%.

The purpose of the acquisition and disposal of the shares was to restructure shareholding within the group of

companies.


13.6 During the year 2006, a meeting of the Board of Directors of Acumen Co., Ltd. (ACUMEN), a

subsidiary, passed a resolution approving ACUMEN, which formerly held one share of Triple T Broadband Co., Ltd.

(TTT) to purchase additional ordinary shares of TTT (1 existing share: 10 new shares) totaling 10 shares at a par

value of 10 Baht per share and to subscribe to the 9,999,930 TTT shares which TT&T waived its right to acquire,

at a par value of Baht 10 per share. As a result, the ACUMENûs shareholding in TTT increased from 0.0001% to

91%. The book value of the net assets of TTT on the purchase date was Baht 130 million. Negative goodwill

recognised from the acquisition of these ordinary shares in TTT of Baht 18 million is recognised as income over the

useful life of non-monetary assets. The book value of the assets and liabilities of TTT on the purchase date were as

follows:(Unit: Million Baht)

Cash and cash equivalents 138

Other current assets 164

Equipment - net 259

Other current liabilities (431)

Total net assets 130

Less: Minority interest (12)

Net assets received 118

Less: Negative goodwill on acquisition (18)

Cash payment for investment 100

Less: Cash and cash equivalent (138)

Net cash received from investment 38

In addition, on 13 September 2006, ACUMEN and TT&T have entered into the agreement of undertaking

prescribing that ACUMEN shall provide financial support to TTT during the time when TTT is a subsidiary and

ACUMEN will allow the shareholders of TT&T to purchase the newly issued shares and/or the existing shares of

TTT held by ACUMEN in order to adjust the shareholding proportion in TT&T on the date of the initial public

offering of TTT or the date 3 yearûs period after the date of execution the agreement. In this regard, if a public

offering of TTT shares is made, the purchase price of such shares shall be par value (Baht 10) plus a premium at

the rate of 20% per year or the public offering price of the ordinary shares of TTT, whichever is lower. If the public

offering does not occur, the purchase price shall be a fair price as assessed by an independent financial advisor

approved by the Securities and Exchange Commission.

13.7 During the year 2006, Jasmine Submarine Telecommunications Co., Ltd., a subsidiary, purchased

110.4 million shares in TT&T through the Stock Exchange of Thailand for a total of Baht 325 million. As a result,

the group companiesû combined shareholdings in TT&T changed from 27% to 30%.

13.8 During the year 2006, meetings of the Boards of Directors of the Company and Acumen Co., Ltd.,

a subsidiary, passed resolutions approving the disposal of their investments in 61,199 ordinary shares of Baht 62.50

each of NTU (Thailand) Co., Ltd., a total of Baht 3.8 million to an unrelated party. The Company and the subsidiary

recorded gains on the sale of these investments totaling Baht 0.2 million.


14. INVESTMENTS IN ASSOCIATES(Unit: Million Baht)


Country of Carrying amounts basedNature of businesses incorporation Shareholding percentage Cost on equity method

2007 2006 2007 2006 2007 2006

(%) (%)

TT&T PCL. Fixed line services provider Thailand 30 30 7,186 7,186 2,923 3,560

Internet Knowledge Service Center Communication equipment Thailand 38 38 49 49 10 16

Co., Ltd. rental

Premium Real Estate Co., Ltd. Ceased operations Thailand 49 49 402 402 - -

Palang Thai Kaowna Co., Ltd. Not yet operations Thailand 23 23 - - - -

Khunka Palang Thai Co., Ltd. Not yet operations Thailand 23 23 - - - -

Telecom KSC Co., Ltd. Not yet operations Thailand 40 40 - - - -

Total investments in associates 7,637 7,637 2,933 3,576



Country of Shareholding Provision for impairment Carrying amounts basedNature of businesses incorporation percentage Cost of investments on cost - net

2007 2006 2007 2006 2007 2006 2007 2006

(%) (%)

TT&T PCL. Fixed line services Thailand 25 25 6,103 6,103 (3,499) (2,969) 2,604 3,134

provider

Internet Knowledge Service Communication Thailand 38 38 49 49 (32) (32) 17 17

Center Co., Ltd. equipment rental

Premium Real Estate Co., Ltd. Ceased operations Thailand 49 49 402 402 (402) (402) - -

Palang Thai Kaowna Co., Ltd. Not yet operations Thailand 23 23 - - - - - -

Khunka Palang Thai Co., Ltd. Not yet operations Thailand 23 23 - - - - - -

Telecom KSC Co., Ltd. Not yet operations Thailand 40 40 - - - - - -

Total investments in associates 6,554 6,554 (3,933) (3,403) 2,621 3,151

14.1 Summarised financial information of associates(Unit: Million Baht)

Total revenues Net income (loss)Paid-up capital as Total assets as Total liabilities as for the year ended for the year ended

Companyûs name at 31 December at 31 December at 31 December 31 December 31 December

2007 2006 2007 2006 2007 2006 2007 2006 2007 2006

TT&T PCL. 32,425 32,425 32,178 34,472 20,483 20,737 5,516 7,017 (2,041) (1,030)

Internet Knowledge Service Center Co., Ltd. 50 50 151 146 123 124 7 7 5 (17)

Premium Real Estate Co., Ltd. 820 820 28 40 6 8 - 10 (10) (1)

Palang Thai Kaowna Co., Ltd. 1 1 40 40 456 456 - - - -

Khunka Palang Thai Co., Ltd. 1 1 37 37 93 93 - - - -

Telecom KSC Co., Ltd. 1 1 - - - - - - - -


14.2 The Company recognised share of losses from investments in two associates, as listed below, until the

value of the investments reached zero. Subsequent losses incurred by those associates have not been recognised in the

Companyûs accounts since the Company has no obligations, whether legal or constructive, to make any payments on

behalf of those associates. As at 31 December 2007, the amount of such unrecognised share of losses is set out

below.(Unit: Million Baht)

Cumulative share of losses,

which unrecognised

as at 31 December 2007

Palang Thai Kaowna Co., Ltd. 96

Khunka Palang Thai Co., Ltd. 13

Total 109

14.3 The share of losses for the year ended 31 December 2007 of two associates, namely, Internet

Knowledge Service Center Co., Ltd. and Telecom KSC Co., Ltd., were included in these financial statements. These

accounts were prepared by their managements and have not been audited by their auditors.

14.4 As at 31 December 2007, the investments of the Company and its subsidiaries in TT&T PCL., an

associates, have total book values of Baht 2,923 million, of which Baht 2,604 million is attributable to the

Company and have total market values of Baht 871 million, of which Baht 729 million is attributable to the

Company. No allowance for the difference in value has been set aside against the investments since the management

believes that present value of the benefits to be derived from these investments in the future exceeds the above

carrying value.

14.5 The significant matters disclosed in financial statements of TT&T PCL. (TT&T), an associate, for the

year ended 31 December 2007, are summarised as follows:

14.5.1 Income from Telephone Service Expansion and Joint Investment Agreement for the year

ended 31 December 2007 and 2006 has continued to decline while telecommunication

network service income and sales and services income are growing and sufficiently compensate

the decline of core revenues. Notwithstanding the surging of total revenues, the increase of

cost of goods sold, and operating expenses have caused TT&T and its subsidiaries to incur

operating losses of Baht 2,028 million (2006: Baht 1,079 million), while TT&T incurred

operating loss of Baht 2,041 million (2006: Baht 1,029 million) for the year ended 31

December 2007. As at 31 December 2007, TT&T had current liabilities exceeded its

current assets by Baht 3,643 million (2006: Baht 1,387 million). TT&T and its subsidiaries

had current liabilities exceeded their current assets by Baht 3,792 million (2006: Baht

1,344 million). Total outstanding amount of TT&Tûs long term loan was Baht 18,789

million of which Baht 1,915 million was the principal amount due on 30 June 2007 and

31 December 2007, while continuing to pay interest at the normal rate in full amount.

TT&T is currently negotiating with its creditors regarding the principal repayment schedule

and default interest of Baht 20.71 million and USD 0.25 million (approximately Baht 8.36

million). The management of TT&T anticipates that agreement with the creditors can be

reached within 2008. TT&T is still implementing cash flow monitoring procedures in

accordance with the loan agreements, under which TT&T is responsible for presenting


operating budgets to the Instructing Group for approval. The management believes that the

going concern basis on which the financial statements is prepared, is appropriate since TT&T

will be successful in maintaining its main income, which is derived from fixed-line telephone

services and value added services, especially in data communications and internet services, as

a result of a specific focus on marketing and various strategies for increasing subscribers and

an attempt to reduce operating costs as well as undergoing financial restructuring. Nevertheless,

the situation is uncertain and may affect the success of TT&Tûs future operations and its

ability to generate sufficient cash flows from operations to meet the conditions of the loan

agreements. The ultimate outcome of this matter cannot presently be determined. The

financial statements reflect managementûs current assessments of the impact to date of the

situation on the financial position of TT&T. Actual results could differ from the managementûs

current assessments and such differences could be material.

14.5.2 TT&T earns income from other value added services, e.g. T-Pin (Postpaid) service, T-Card

(Prepaid) service, ADSL, and Free phone 1800 service, etc., for which the rates of revenue

sharing and/or an agreement are being considered by TOT PCL. (TOT). However, TT&T has

recorded the income sharing at the same rates applied to the value added services or at the

rate initially agreed with TOT.

14.5.3 TT&T had the following outstanding certain disputes with TOT.

a) Change in status of the TOT

TT&T filed a lawsuit against TOT requesting the Central Administrative Court to order

TOT to act in compliance with the Joint Undertaking Agreement Clause 37, stating that çIn

case of any change in the status of the TOT, all powers and authorities held by the TOT,

including the power to stipulate the maintenance standards, shall not be transferred to any

private agency to the extent that the private agency would have the power to supervise and

control TT&T. In such event, all of the powers and authorities held by TOT shall be vested

in the Ministry of Transporté. The Central Administrative Court judged that TT&T won the

case. At present, TOT has made an appeal against the decision and the case is being

considered by the Supreme Administrative Court.

b) Reimbursement from TOT for introducing and/or allowing other parties to introduce

çValue added services under the Joint Operate and Joint Investment Agreementé onto

TT&Tûs fixed-line network.

TT&T submitted an arbitration claim with the Thai Arbitration Institute, the Alternative

Dispute Resolution Office, and the Office of the Judiciary, in order to claim compensation

from TOT for introducing and/or allowing other parties to introduce value-added services

onto the TT&Tûs fixed-line network, in accordance with the Joint Operate and Joint Investment

Agreement between TOT and TT&T. TT&Tûs claims as of 31 March 2005 total Baht

28,096 million, together interest at a rate of MLR+1% on the aforementioned amount until

payment is made in full. TT&Tûs claim also requests payment from TOT for the access

charge, from 1 April 2005 until the expiry date of the Joint Operate and Joint Investment

Agreement. The Arbitrator has been appointed and the disputes set out, and the disputes are

currently being considered.


c) The reduction of tariff for domestic long-distance telephone service

TT&T submitted a claim of Baht 746 million to the Thai Arbitrator Institute requesting

TOT pay compensation for its reduction of domestic long-distance fees and reduction of

revenue sharing from international calls from CAT. Subsequently, TOT filed a defense and

a counterclaim with the Thai Arbitration Institute and requested that the Institute dismiss the

claim and order TT&T to pay for revenue losses incurred from 1 July 2004 to 31 May

2005 amounting to Baht 460 million together interest and the revenue to be derived from

1 June 2005 onwards. The Arbitrator has been appointed and the disputes set out, and the

disputes are currently being considered.

d) Logo on public payphone booth

TOT submitted the case to the Thai Arbitration Institute demanding that TT&T affixes the

TOT logo on public telephones and telephone booths, as well as compensates for all damages

resulted from affixing TT&T logo on the payphones and booths, commencing from October

1997 to September 2005, totaling Baht 382 million, plus related interest of 7.5% per annum

until full payment is made. The Executive Department of TT&T does not expect these issues to

have any significant impacts on its financial statements. TT&T therefore, has not made any

provision for those claims in its financial statements. In addition TT&T already had filed a

defense and a counterclaim to the Thai Arbitration Institute. Subsequently, TOT filed defense of

TT&Tûs counterclaim. Currently, the Arbitrators are appointing.

e) Equipment transfer

TOT sent a letter to TT&T, requesting of compensation for loss of benefit and the cost of

damages caused by non-transfer of equipment for additional extension of the network of 122

telephone exchanges and non-transfer of the SDH equipment totaling Baht 162 million and

Baht 3,263 million respectively. Since the Management of TT&T believed that after the

transfer of property ownership, TT&T has a sole right to use, to occupy and to maintain as well

as the sole right to seek interests in the property. TT&T has the duty to give all received

revenues to TOT and in turn TOT shall allot to TT&T such revenues it receives. In the past,

both companies had fully performed the aforementioned duties. The Management of TT&T

believes that, on the basis of details provided, the claim made by TOT regarding this matter is

unjustified and can be defended accordingly and no provision has been made in respect of this

claim in its financial statements.

f) Building of DLC System

TOT submitted an arbitration claim with the Thai Arbitration Institute, the Alternative

Dispute Resolution Office, and the Office of the Judiciary, in order to claim TT&T for the

building of DLC System and TT&Tûs non-authorised use of telephone numbering in the

Samutsakhorn Industrial Estate without the approval of TOT. TOT has claimed for damages of

Baht 39.8 million covering the period from April 2003 to December 2005.

The Management of TT&T considers that the Joint Operate Agreement has acted fully

under its rights, so there is no damage to be claimed by TOT. Therefore, no provision has been

made with respect to this claim in its financial statements in this fiscal year and TT&T filed a

defense against such claim to the Thai Arbitration Institute. Currently, the Arbitrations are

appointing.


g) T-Pin, T-SMS, ADSL and T-Card services.

TOT submitted to the arbitrator the matter of TT&Tûs provision of services to T-Pin,

T-SMS, ADSL services during the early stage of operations as well as additional revenue

sharing of T-Card and T-Card. TT&T, as a protester, prepared and proposed an objection

statement on this matter to the Thai Arbitration Institute. Currently, the Arbitrations are appointing.

h) Revenues from long-distance telephone service at economic rate

During the first quarter of 2006, TT&T received correspondence from TOT regarding the

Y-Tel 1234 service income. TT&T and TOT are in the process of providing clarification or

finding a conclusion for the said matters.

i) Allegation and complaint filing from TOT

TT&T received a notice from the National Telecommunications Commission (NTC) stating

that TOT filed complaints against TT&T at the police stations. TOT accused TT&T of providing

its network equipment that was transferred to TOT for procuring benefits without permission.

The management of TT&T believe that TT&T operated its business correctly based upon its

right stipulated under the Concession Agreement as well as the related Addendums and there

was no guilty occurred. TT&T informed the factual information as well as submitted related

documents and evidences to the NTC.

j) Payment of revenue sharing

TOT submitted a petition to the Thai Arbitration Institute for it to order TT&T to repay

excess amount of the revenue sharing which TT&T has received from TOT in accordance with

the concession agreement, amounting to Baht 700 million, plus interest. The management of

TT&T believes that the claims amount shall be the excise tax which TT&T deducted from

revenue sharing from TOT and submitted to the Excise Department in compliance with the

2003 Cabinetûs resolution. TT&T as the respondent, submitted a petition to the Thai Arbitration

Institute asking for an extension of the term for submission of a response and the Thai

Arbitration Institute has allowed TT&T until 14 March 2008 to submit such response.

15. INVESTMENT IN OTHER COMPANIES


2007/2006

Paid-up Shareholdingcapital percentage Investments

Million USD Percent Million Baht

Other investments

ACeS International Limited 305 9 868

Others 26

894

Less: Allowance for diminution in value of investments (894)

Total other investments -



ited

(Unit: Thousand Baht)


Buildings, ACeS gatewayleasehold station for Equipment Furniture,

improvement the ACeS for network Satellite fixturesand building Satellite - based Public service transmission and office Assets under

Land improvement mobile project telephones provider equipment equipment Others installation Total

Cost

As at 31 December 2006 325,133 1,440,340 774,096 660,086 670,003 333,486 205,445 249,775 723,799 5,382,163

Additions - 63,886 - - 97,516 15,095 58,298 31,381 170,144 436,320

Disposals - (6,411) - (4,200) - (26,528) (31,039) (1,303) (36) (69,517)

Transfers in (out) - 10,323 - 10,373 594,545 85,863 7,718 - (655,993) 52,829

As at 31 December 2007 325,133 1,508,138 774,096 666,259 1,362,064 407,916 240,422 279,853 237,914 5,801,795

Accumulated depreciation

As at 31 December 2006 - 271,541 149,963 249,352 26,169 222,146 155,197 197,964 - 1,272,332

Depreciation for the year - 73,411 - 90,600 171,578 35,779 24,360 26,665 - 422,393

Depreciation on disposals - (6,408) - (2,532) - (25,614) (30,770) (1,302) - (66,626)

Transfers in (out) - - - - 45,118 16,825 - - - 61,943

As at 31 December 2007 - 338,544 149,963 337,420 242,865 249,136 148,787 223,327 - 1,690,042

Allowance for impairment of assets

As at 31 December 2006 - 10,725 624,133 - - 6,226 365 - - 641,449

Increase during the year - - - - - 17,721 - - - 17,721

As at 31 December 2007 - 10,725 624,133 - - 23,947 365 - - 659,170

Net book value

As at 31 December 2006 325,133 1,158,074 - 410,734 643,834 105,114 49,883 51,811 723,799 3,468,382

As at 31 December 2007 325,133 1,158,869 - 328,839 1,119,199 134,833 91,270 56,526 237,914 3,452,583

Depreciation for the year

2006 (Baht 433 million included in service cost, and the balance in selling, servicing and administrative expenses) 468,630

2007 (Baht 398 million included in service cost, and the balance in selling, servicing and administrative expenses) 422,393

16. PROPERTY, PLANT AND EQUIPMENT



ited

(Unit: Thousand Baht)


Furniture, Tools, machineryLeasehold fixtures and office and Assets under

improvement equipment equipment Motor vehicles installation Total

Cost

As at 31 December 2006 31,027 16,847 2,073 2,737 - 52,684

Additions 70 1,987 - - 1,873 3,930

Disposals - (2,106) - - - (2,106)

As at 31 December 2007 31,097 16,728 2,073 2,737 1,873 54,508

Accumulated depreciation

As at 31 December 2006 30,952 13,703 2,073 2,563 - 49,291

Depreciation for the year 30 1,636 - 40 - 1,706

Depreciation on disposals - (2,063) - - - (2,063)

As at 31 December 2007 30,982 13,276 2,073 2,603 - 48,934

Net book value

As at 31 December 2006 75 3,144 - 174 - 3,393

As at 31 December 2007 115 3,452 - 134 1,873 5,574

Depreciation for the year

2006 (included in selling, servicing and administrative expenses) 1,576

2007 (included in selling, servicing and administrative expenses) 1,706


As at 31 December 2007, certain plant and equipment items of the Company and its subsidiaries had beenfully depreciated but were still in use. The original cost of those assets amounted to approximately Baht 478 millionof which Baht 46 million is from the Company (2006: Baht 317 million and Baht 46 million, respectively).

In November 2005, Premium Assets Co., Ltd., a subsidiary, purchased Jasmine International Tower fromfinancial institutions at a price of Baht 1,200 million. The Company has leasehold rights to space in this building,as described in Note 17 to the financial statements, and therefore presents these leasehold rights as part of thebuilding purchased by the subsidiary in the consolidated financial statements, in order that the presentation ofinformation reflects its underlying economic substance.

The Baht 624 million costs of construction of an ACeS gateway station for the satellite-based mobile projectof ACeS Regional Services Co., Ltd., a subsidiary. Construction was completed and commercial services werelaunched in February 2001. Because of uncertainties as to the success of the ACeS Satellite base mobile project,during 2002 the subsidiary set up an allowance for loss on impairment of the ACeS gateway station amounting toBaht 336 million in the accounts and has set up a full allowance in the year 2003.

As at 31 December 2007, Public telephones of Jasmine Telecom System PCL. (JTS) had a total net bookvalue of Baht 329 million (2006: Baht 411 million) represent costs of equipment and expenses incurred in theinstallation of the public telephones, which have been rented to TOT PCL. (TOT) for a period of 10 years underthree contracts. Under these contracts, JTS is obliged to supply and install a total of 30,000 public telephones(10,000 public telephones under each contract) within 3 years of the contract date. The first contract is dated 31January 2001 and will expire on 30 January 2011, and the second and the third contracts are dated 15 January2004 and will expire on 14 January 2014. As at 31 December 2007, JTS had been able to install only 11,934telephones (8,641 under the first contract, 1,855 under the second, and 1,438 under the third). However, since TOTwas unable to allocate all of the numbers for the telephones to be installed under the three contracts to JTS, TOT hasagreed in its letters dated 29 April 2004, 19 May 2006 and 22 May 2006, to extend the installation period untilall telephone numbers have been allocated. In the meantime, JTS and TOT have been collaborating to resolve thisissue.

According to the contracts, JTS will receive monthly rental at a fixed monthly rate per telephone for the firstservice year and thereafter at the rate of 50 percent of the average revenue earned by each telephone during theprevious year.

The majority of equipment for use in providing network services had been acquired under long-terminstallment agreements as described in Note 22 to the financial statements. Title to and ownership of the equipmentwill pass to a subsidiary when the subsidiary has made full payment of the contract price. In addition, as at 31December 2007 the telecommunications equipment of approximately Baht 496 million has been pledged to securethe accounts payable for equipment.

17. LEASEHOLD RIGHTSIn July 1998, the Company entered into a 30-year agreement to lease space in an office building (Jasmine

International Tower) from an associate and paid advance rental of Baht 415 million. Subsequently, in 2000 theassociate transferred ownership of the building to financial institutions in settlement of liabilities, in accordance witha debt restructuring agreement.

In November 2005, Premium Assets Co., Ltd, a subsidiary, acquired the building back from the financialinstitution (Note 16). As a result, in order to present information in accordance with its underlying economicsubstance, the Company has presented its leasehold rights as part of the building purchased by the subsidiary in theconsolidated financial statements.


The leasehold rights balances as at 31 December 2007 and 2006 are as follows:



2007 2006

Leasehold rights 415 415

Less: Accumulated amortisation (130) (116)

Leasehold rights - net 285 299

Amortisation for the year 14 14

18. ASSETS HELD FOR SALE(Unit: Million Baht)


2007 2006

Land 48 48

Building - net 6 6

Total 54 54

In order to assess the fair values of the above assets held for sale, during the year 2004, a subsidiaryarranged to have such assets revalued by an independent appraiser. According to this revaluation, the fair values ofthese assets exceed their carrying value. As at the balance sheet date, the management of the subsidiary believes thatthe fair values of the above assets held for sale does not differ from the values appraised during the year 2004.

19. DEFERRED PROJECT COSTS(Unit: Million Baht)


2007 2006

Costs of submarine optical fibre cable project 5,123 5,123

Cost of communication equipment - net 253 253

Cost of equipment for domestic high - speed data

communication rental service 3 3

Total 5,379 5,379

Less: Accumulated amortisation (4,054) (3,704)

Deferred project cost - net 1,325 1,675

Amortisation for the year 350 369

The costs of the submarine optical fiber cable network project represent costs incurred under the jointinvestment contract between Jasmine Submarine Telecommunications Co., Ltd. (JSTC), and Thai Long DistanceTelecommunications Co., Ltd. (TLDT), which are subsidiaries, with TOT PCL. (TOT) to install a submarine opticalfiber cable networks on the east and the west coasts of Thailand, dated 4 October 1991. Ownership of the networkwas immediately transferred to TOT upon the subsidiaryûs completing network installation and its passing the finalacceptance test conducted by TOT. In return JSTC and TLDT are entitled to a share of revenues earned from thenetwork over a period of 20 years, as from the date the network was transferred. JSTC and TLDT transferred its


rights over the collection of its share of the revenues from TOT, under the above joint investment contract, to securelong-term loan of JSTC, as described in Note 23.1 to the financial statements. JSTC and TLDT have an obligationto comply with certain conditions as stated in the agreement.

The costs of communications equipment used to provide satellite communication services under the agreementbetween Compunet Corporation Limited (CPN), a subsidiary, and the National Telecommunications Commission(NTC) (formerly known as The Posts and Telegraph Department). Ownership of the communications equipment istransferred to NTC upon its utilisation in the provision of service. In return CPN is entitled to operate the domesticsatellite communications service for a period of 22 years, as from the date service commences, CPN has an obligationto comply with certain conditions as stated in the agreement.

The costs of equipment for domestic high-speed data communication rental service represents the cost ofcomputer and communications equipment used to provide services under the agreement between Smart Highway Co.,Ltd. (SMH), a subsidiary, and CAT Telecom PCL. (CAT) dated 15 January 1999. Ownership of the communicationsequipment was transferred to CAT when SMH delivered the equipment in accordance with the agreement. In returnSMH is entitled to operate the service under such contract for a period of 10 years, SMH has an obligation to complywith certain conditions as stated in the agreement.

20. EXCESS OF COST OF INVESTMENTS OVER NET ASSETS VALUE OFSUBSIDIARIES



Cost

31 December 2006 157

Investment during the year 17

31 December 2007 174

Amortisation

31 December 2006 61

Amortisation 24

31 December 2007 85

Net

31 December 2006 96

31 December 2007 89

21. BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONSBank overdrafts and short-term loans from financial institutions as at 31 December 2007 and 2006 consist of:


Interest rate Consolidated financial statements

(percent per annum) 2007 2006

Bank overdrafts MOR to MOR+1 1 15

Short-term loans from financial institutions MLR 323 372

Total bank overdrafts and short-term loans from financial institutions 324 387

Bank overdrafts of a subsidiary totaling Baht 1 million (2006: Baht 1 million) are secured by the Company.Short-term loans from financial institutions of subsidiaries are secured by the assignment of their rights overcollection of trade accounts receivable of the subsidiaries as described in Note 9 to the financial statements.


22. ACCOUNTS AND NOTES PAYABLE FOR EQUIPMENTIn 2006, Jasmine Telecom Systems PCL. (JTS), a subsidiary, purchased equipment from two groups of

companies: domestic and overseas. Under the sales and purchase agreements, JTS is obliged to make payment within3 years. The outstanding balances of such transactions as at 31 December 2007, based on due dates, are as follow:



2007 2006

Accounts and notes payable for equipment 681 1,014

Less: Deferred interest expenses (41) (52)

Total 640 962

Less: Current portion (311) (299)

Accounts and notes payable for equipment - net of current portion 329 663

The above outstanding balance of accounts and notes payable for equipment is secured by deposits with afinancial institution, the pledge of equipment for providing network telecommunications services as described in Note16 to the financial statements and the assignment of rights over collection from a related company, in accordancewith the conditions stipulated in the agreements with accounts payable for equipment as described in Note 33.8 tothe financial statements.

23. LONG-TERM LOANS(Unit: Million Baht)


2007 2006

23.1 Baht 3,400 million loan with interest rate of MLR, repayable quarterly from

June 2006 to September 2010 and secured by

a) all rights and benefits pertaining to concession agreements as described in

Note 19 to the financial statements

b) deposit of JSTC

c) letter of guarantee from TLDT 2,095 2,856

23.2 Baht 80 million loan with interest rate of MLR, repayable monthly from July 2005

to June 2008 and secured by assigned rights over collection of trade accounts receivable - 69

23.3 Baht 30 million loan with interest rate of MLR, repayable monthly from January 2007

to December 2009 and secured by assigned rights over collection of trade accounts receivable - 30

Total 2,095 2,955


Long-term loans - net of current portion 1,333 2,143

In 2006, Jasmine Submarine Telecommunications Co., Ltd. (JSTC), a subsidiary, drew down a Baht 3,400million (Note 23.1) under a credit facilities agreement with a local commercial bank in order to make payment ofthe outstanding principal, accrued interest and other liabilities under the USD 180 million senior secured notes. JSTCtherefore recognised the penalty of Baht 265 million for early redemption of the senior secured notes in theconsolidated income statement.


However, JSTC has been unable to maintain the Debt Service Coverage Ratio (DSCR) as stipulated in theagreement, which is to be not less than 1.25. As at 30 June 2007, the ratio is 1.23 as a result of this event, thelender may give notice to JSTC requiring it to remedy its breach to the lenderûs satisfaction within 60 days from thedate the borrower learns of such event. Currently, JSTC granted a waiver by the lender.

In 2007, Jasmine Telecom Systems PCL., a subsidiary, made early repayment of the outstanding amounts oflong-term loans (Note 23.2 and 23.3) with no penalty.

The periods to maturity of long-term loans as at 31 December 2007 and 2006 are as follows:



2007 2006

Within one year 762 812

After one year but within three years 1,333 2,143

Total 2,095 2,955

24. LONG-TERM DEBTS UNDER REHABILITATION PLAN(Unit: Million Baht)

Consolidated financial statements /Separate financial statements

2007 2006

Long-term debts under rehabilitation plan (Note 6), repayable under rehabilitation

program and consisting of the following loans.

24.1 Baht 1,827 million loan at interest rate of MLR, repayable within 9 years. 912 1,347

24.2 Baht 171 million loan, repayable within 9 years with interest rate of MLR-2%

for the first eight years and MLR+20% for the ninth year. 161 163

24.3 Baht 818 million loan at interest rate of MLR, repayable within 4 years. 19 412

Total 1,092 1,922


Long-term debts under rehabilitation plan - net of current portion 1,064 1,355

In March 2007, the Company made early repayment of long-term debts under rehabilitation plan amountingto Baht 396 million, comprising the installments due to creditors under the Companyûs rehabilitation plan (Note24.1) for the period 9 June 2007 to 9 December 2010.

The periods to maturity of long-term debts under rehabilitation plan as at 31 December 2007 and 2006 areas follows:


Consolidated financial statements /Separate financial statements

2007 2006

Within one year 28 567

After one year but within five years 929 45

After five years 135 1,310

Total 1,092 1,922


Under the rehabilitation plan of the Company, the majority of the investments of the Company and JasmineTelecom Systems PCL., a subsidiary, had to be pledged or delivered to the custody of a security agent.

25. WARRANTS

25.1 Warrants offered to existing shareholdersIn July 1999, the Company issued 333.6 million warrants for existing shareholders to subscribe for ordinary

shares at Baht 0.10 each. The warrants, which were issued in the ratio of 1 warrant per 1 existing ordinary share,have an exercise period of 10 years (the Annual General Meeting No. 1/2545 passed a resolution approving theextension of the maturity of the warrants from 5 years to 10 years), and are exercisable every 3 months. The firstand the last exercise dates are 15 September 1999 and 15 June 2009, respectively. One warrant provides the rightto purchase one ordinary share (with a par value of Baht 10 each) at the exercise price of Baht 5.

On 25 September 2003, Meeting No. 12/2546 of the Plan Administrator Board passed a resolutionapproving the issue 551.97 million warrants (Warrant II) for existing shareholders to subscribe to ordinary shares atBaht 0.05 each. The warrants, which were issued in a ratio of 1 warrant per 1 existing ordinary share, have anexercise period of 5 years from the date of issue, and are exercisable every 3 months. One warrant provides the rightto purchase one ordinary share (with a par value of Baht 10 each) at an exercise price of Baht 5. In addition, thesame meeting passed a resolution approving an adjustment of the rights of the existing warrants and warrants asdescribed in Note 25.2 to the financial statements. The adjustment of the rights of the existing warrants will bedetermined according to the calculation formula and method provided in the prospectus for these warrants.

In October 2003, the Company issued additional 106.65 million warrants (with the same exercise price andexercise ratio as the existing warrants) in order to comply with the criteria for adjusting the exercise price and ratiostipulated in the prospectus for these warrants, since the issuance of Warrant II and the offer of 30 million sharesto specific investors under the rehabilitation plan have resulted in loss of rights and benefits for the holders of theoriginal warrants.

In conjunction with the Companyûs stock split, whereby the par value of the shares changed from Baht 10to Baht 1 per share, the number and exercise price of the warrants was adjusted. For Warrants I the exercise pricewas changed from Baht 3.341 per share to Baht 0.334 per share, the exercise ratio remained at 1 warrant per 1ordinary share and the warrant holders are to receive an additional 9 warrants for every 1 warrant held, effective8 January 2004. For Warrants II the exercise price was changed from Baht 5 per share to Baht 0.5 per share,with the exercise ratio remaining at 1 warrant per 1 ordinary share and the warrant holders to receive an additional9 warrants for every 1 warrant held, totaling 10 warrants as from the date the Company issued the warrants(9 February 2004).

In 2007, there were no warrants exercised to purchase new ordinary shares.As at 31 December 2007, 6,191,591,050 warrants remained unexercised.

25.2 Warrants offered to the directors and/or employees of the Company and its subsidiaries(ESOP)

On 4 September 2000, the Extraordinary General Meeting of Shareholders No. 1/2543 passed a resolutionapproving the issue and offering of 18.4 million registered, non-transferable warrants to purchase common shares todirectors and/or employees of the Company and its subsidiaries, free of charge. The warrants have an exercise periodof 5-8 years (the Extraordinary General Meeting of shareholders No. 1/2545 passed a resolution approving theextension of the maturity of the warrants from 5 years to 5-8 years) from the date of issue, and are exercisable every3 months. One warrant will provide the right to purchase one ordinary share (with a par value of Baht 10 each) atexercise prices of between Baht 10 and Baht 29.28.


In 2001, the Company issued the first 5.46 million warrants to purchase ordinary shares, for free of charge,and in 2002 issued the second 13.49 million warrants to purchase ordinary shares, to directors and/or employees ofthe Company and its subsidiaries, with the first and last exercise dates are 15 March 2001 and 15 December 2009,respectively.

In October 2003, the Company issued additional 6.75 million warrants (with the same exercise price andexercise ratio as the existing ESOP) in order to comply with the criteria for adjusting the exercise price and ratiostipulated in the prospectus for these warrants, since the issuance of Warrant II and the offer of 30 million sharesto specific investors under the rehabilitation plan have resulted in loss of rights and benefits for the holders of theoriginal warrants.

In conjunction with the Companyûs stock split, whereby the par value of the shares changed from Baht 10to Baht 1 per share, the number and exercise price of the warrants was adjusted, with the exercise price changingfrom Baht 6.68 to 19.56 per share to Baht 0.668 to 1.956 per share, the exercise ratio remaining at 1 warrant per1 ordinary share and warrant holders to receive an additional 9 warrants, totaling 10 warrants, from 8 January 2004onwards.

In 2007, there were no warrants exercised to purchase new ordinary shares.As at 31 December 2007, 67,379,950 warrants remained unexercised. During the current year, 29,396,328

warrants were expired.

26. STATUTORY RESERVEPursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set

aside to a statutory reserve at least 5 percent of its net income after deducting accumulated deficit brought forward(if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available fordividend distribution.

According to Section 1202 of the Thai Civil and Commercial Code, subsidiaries (incorporated under ThaiLaws) is required to set aside a statutory reserve equal to at least 5 percent of its income each time the subsidiariespays out a dividend, until such reserve reaches 10 percent of its registered share capital. The statutory reserve canneither be offset against deficit nor used for dividend payment.

27. TREASURY SHARES/APPROPRIATED RETAINED EARNINGS FOR TREASURYSHARES

On 28 February 2007, the Board of Directors of the Company approved a program to repurchase up to 832million shares (par value of Baht 1 each), or 10 percent of the total number of shares in issue, with a budget of Baht300 million, for liquidity surplus management purposes. The shares are to be repurchased on the Stock Exchange ofThailand between 15 March 2007 and 14 September 2007, and can be resold more than 6 months after completingthe repurchase but within 3 years (15 March 2008 to 14 September 2010). As at 31 December 2007, theCompany has purchased back 634 million ordinary shares (par value of Baht 1 each), or 7.6 percent of total numberof shares in issue, a total of Baht 300 million (exclude cost of repurchase treasury shares).

According to letter No. Gor Lor Tor. Chor Sor. (Vor) 2/2548 of the Office of the Securities and ExchangeCommission, dated 14 February 2005, concerning the acquisition of treasury shares, a public limited company maybuy back treasury shares in an amount not exceeding the amount of its retained earnings and is to appropriate anequal amount of retained earnings to a reserve for treasury shares, which must be maintained until the Company eithersells the treasury shares or reduces its paid up share capital by an amount equal to the value of the treasury shareswhich it could not sell. As at 31 December 2007, the Company has already appropriated the full required amountof retained earnings to a reserve for the treasury shares.


28. EARNINGS PER SHAREBasic earnings per share is calculated by dividing the net income (loss) for the year by the weighted average

number of ordinary shares held by outsiders in issue during the year.Diluted earnings per share is calculated by dividing net income (loss) for the year by the weighted average

number of ordinary shares held by outsiders in issue during the year plus the weighted average number of ordinaryshares which would need to be issued to convert all dilutive potential ordinary shares into ordinary shares. Thecalculation assumes that the conversion took place either at the beginning of the year or on the date the potentialordinary shares were issued.

Reconciliation between basic earnings per share and diluted earnings per share for the year ended 31December 2007 and 2006 is presented below:


Weighted averageNet income (loss) number of ordinary shares Earnings (loss) per share

2007 2006 2007 2006 2007 2006

(Million Baht) (Million Baht) (Million Shares) (Million Shares) (Baht) (Baht)


Net income (loss) (41) 236 7,928 8,320 (0.005) 0.028

Effect of dilutive potential ordinary shares

Warrants offered to existing

shareholders - - 298 382


Net income (loss) of ordinary

shareholders assuming the conversion

of warrants to ordinary shares (41) 236 8,226 8,702 (0.005) 0.027


Weighted averageNet income (loss) number of ordinary shares Earnings (loss) per share

2007 2006 2007 2006 2007 2006

(Million Baht) (Million Baht) (Million Shares) (Million Shares) (Baht) (Baht)

(Restated) (Restated)


Net income (loss) 1,297 (31) 7,928 8,320 0.164 (0.004)

Effect of dilutive potential ordinary shares

Warrants offered to existing

shareholders - - 298 382


Net income (loss) of ordinary

shareholders assuming the conversion

of warrants to ordinary shares 1,297 (31) 8,226 8,702 0.158 (0.004)

ESOP were not included in calculation of diluted earning per share since the exercise prices of ESOP arehigher than the average market price for the year.


29. DIVIDEND PAIDOn 25 April 2007, the Annual General Meeting of the shareholders of the Company passed a resolution

to pay a dividend of Baht 0.015 per share, or a total of Baht 125 million, to the shareholders from the 2006income.

As at the closing date of the share register, 8,235,161,523 of the Companyûs ordinary shares were qualifiedto received dividend, after deduction of 67,847,800 shares held by the Company as treasury shares and 16,897,840shares disqualified to receive this dividend by the registrar (Thailand Securities Depository Co., Ltd.) from the totalnumber of shares outstanding (8,319,907,163 shares). The total dividend paid was thus Baht 124 million.

30. NUMBER OF EMPLOYEES AND RELATED COSTS


2007 2006 2007 2006

Number of employees at end of year (persons) 962 956 68 75

Employee costs for the year (Million Baht) 483 542 41 43

31. FINANCIAL INFORMATION BY SEGMENTThe Company and its subsidiariesû business operations involve the network and service provider segment, the

provision, the design and installation of telecommunications systems segment and the other segments. These operationsare mainly carried on Thailand. Below is the consolidated financial information for the years ended 31 December2007 and 2006 of the Company and its subsidiaries by segment.

(Unit: Million Baht)Provision, design

Network and and installation of Eliminationservice telecommunications Other of intersegment Consolidatedprovider systems segments transactions total

2007 2006 2007 2006 2007 2006 2007 2006 2007 2006

Sales and service income

Revenue from external customers 3,291 3,231 737 1,745 303 299 - - 4,331 5,275

Intersegment revenues 19 20 676 917 34 30 (729) (967) - -

Total revenues 3,310 3,251 1,413 2,662 337 329 (729) (967) 4,331 5,275

Segment operating profit (loss) 1,071 1,165 32 258 (58) (65) - - 1,045 1,358

Unallocated income and expenses:

Other income 302 573

Fee for early redemption of senior secured notes - (265)

Share of loss from investments accounted for using equity method (644) (391)

Interest expenses (364) (444)

Corporate income tax (317) (394)

Minority interest (63) (201)

Net income (loss) (41) 236


(Unit: Million Baht)Provision, design

Network and and installation of Eliminationservice telecommunications Other of intersegment Consolidatedprovider systems segments transactions total

2007 2006 2007 2006 2007 2006 2007 2006 2007 2006

Accounts receivable 909 1,053 1,329 1,721 39 38 (427) (803) 1,850 2,009

Inventories 7 41 73 53 - 1 - - 80 95

Property, plant and equipment 1,586 1,038 530 737 1,419 1,693 (83) - 3,452 3,468

Unallocated assets 9,597 11,868

Total assets 14,979 17,440

Transfer prices between business segments are as set out in Note 8 to the financial statements.

32. PROVIDENT FUNDThe Company, its subsidiaries and their employees have jointly established a provident fund in accordance

with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and their employees contributed to the fundmonthly at rate of 3-8 percent of basic salary. The fund, which is managed by Bangkok Bank PCL., will be paid toemployees upon termination in accordance with the fund rules. During the year 2007, the Company and itssubsidiaries contributed Baht 21 million, of which Baht 2 million is from the Company, to the fund (2006: Baht 22million and Baht 2 million, respectively).

33. COMMITMENTS AND CONTINGENT LIABILITIESAs at 31 December 2007, the Company and its subsidiaries had the following outstanding commitments and

contingent liabilities.

33.1 The Company and its subsidiaries had outstanding commitments of approximately Baht 1,296

million in respect of performance bonds and bid bonds issued by banks and financial institutions on behalf of the

Company and its subsidiaries (the Company only: Baht 96 million).

33.2 The Company had obligations in respect of its guarantee of the bank overdraft facilities of a

subsidiary and letters of guarantee that have been issued by banks on behalf of subsidiaries, totaling Baht 7 million.

33.3 Subsidiaries had outstanding commitments under the letters of credit with local and overseas suppliers

amounting to approximately USD 2 million and Baht 173 million.

33.4 ACeS Regional Services Co., Ltd., a subsidiary, had outstanding commitment in respect of the

Founder NSP Airtime Purchase agreement made with ACeS International Limited, the owner of ACeS Satellite

Project, a subsidiary company is obliged to pay a fee to ACeS International Limited in accordance with the agreement

(ending date 1 January 2012). The fee is based on the greater of a minimum annual payment (USD 500,000) and

a rate based on the volume of use of the satellite service, as specified in the agreement.

33.5 Acumen Co., Ltd., a subsidiary, had outstanding commitment in respect of the rental of satellite

transponders, for which the rental is payable as follows:

Million USD

Payable within :

1 year 0.3

2 to 5 years 1.3


33.6 Jasmine Internet Co., Ltd., a subsidiary, had entered into a 10-year agreement with TOT PCL. inorder to lease on internet protocol network for information transmission (ending date 12 October 2011). Thesubsidiary is obliged to comply with certain conditions as stated in the agreement.

33.7 Compunet Corporation Limited (CPN), a subsidiary, had entered into an agreement with the NationalTelecommunications Commission (NTC) (formerly known as çthe Post and Telegraph Departmenté) to operate andprovide domestic satellite data communication services for a period of 22 years. CPN is obliged to comply withcertain provisions, including a commitment to transfer the ownership of communications equipment used in theprovision of provide satellite data communications services to NTC free of charge and to pay a fee to NTC inaccordance with the agreement, based on the greater of a minimum annual payment and a percentage of revenuesfrom the services. However, during the year 2002 CPN requested NTC to amend such provision, and NTC made thefollowing amendments:

ë Reduction of the fee that CPN is to pay to NTC from the year 2001 until the end of the contract termto a rate of 9% of revenue before expenses per annum.

ë Cancellation of the minimum fee to be paid to NTC from the year 2001 until the end of the contractterm.

In 2004, CPN issued a letter to NTC requesting the cancellation of the agreement because CPN has ceasedits operations. However, CPN has not yet received a reply from NTC.

33.8 Triple T Broadband PCL. (TTT), a subsidiary, had entered into a leased line service agreement withTT&T PCL. (TT&T), an associate, whereby a monthly fee is to be paid at a rate specified in the agreement. Inaddition, TTT had entered into an agreement to provide telecommunication network services to a subsidiary companyof TT&T in return for which it is to receive a monthly fee at a rate specified in the agreement. TTT is obliged topay the leased line service fee to TT&T and provide service to the subsidiary of TT&T until 26 October 2018 andcomply with certain conditions as stated in the agreements. TTT has assigned its rights over collection from thesubsidiary of TT&T to secure accounts and notes payable for equipment, as described in Note 22 to the financialstatements.

33.9 T.J.P. Engineering Co., Ltd. (TJP), a subsidiary, had entered into two turn-key agreements with TOTPCL. (TOT). TJP is obliged to deliver work within specific periods stipulated in the agreements, which are 180 daysfrom the beginning date (due on 12 May 2006) under the first contact and 450 days from the beginning date (dueon 23 September 2006) under the second contract. TJP has been unable to make delivery within the stipulatedperiod. TOT is therefore entitled to charge a penalty to TJP at a rate of 0.1 percent of the contract value (Baht 87million and Baht 34 million, respectively). However, the management of TJP is in the process of requesting anextension of the deadline for delivery and they believe that negotiations for such extension will be successful, becausethe delays were caused by a delay in the delivery of an area by a related government agency, and no penalty willbe imposed.

33.10 Siam Teltech Computer Company Limited (Siam Teltech), a subsidiary, entered into a purchase andsales and services agreement with TT&T Public Company Limited (TT&T), an associated company, for the CustomerCare & Billing System, under which Siam Teltech was to deliver the work to TT&T in accordance with the contractschedule. The due date for delivery was 1 May 2006, and this was later extended, with the agreement of bothparties, to 20 December 2006. However, because TT&T made changes to its requirements during the developmentof the system, Siam Teltech had to amend its work and was unable to deliver the work within the scheduled deliverydate. Currently, Siam Teltech is negotiating to amend the contract to extend the delivery date and the managementof Siam Teltech believes that a contract extension will be granted. The contract stipulates a penalty charge for delays,calculated at 0.1 percent of the contract value per each day of delay (the contract value is USD 26 million), withthe total penalty capped at 10 percent of the contract value.


33.11 Telecommunications licensesThe National Telecommunications Commission granted licenses to seven subsidiaries as follows.

Company Type of license Authorised service Periods

Acumen Co., Ltd Type I Internet service 25 August 2007 - 24 August 2008

Type II Very Small Aperture Terminal (VSAT) 30 November 2007 - 29 November 2011

service

Type I International calling card service 8 February 2007 - 7 February 2008

Type II International internet gateway service 8 February 2007 - 7 February 2012

Triple T Broadband PCL. Type III Network provider and service provider 23 February 2006 - 22 February 2026

Jasmine Internet Co., Ltd. Type I Internet service 28 July 2007 - 27 July 2008

Type I International calling card service 25 January 2008 - 24 January 2009

JasTel Network Co., Ltd. Type II Network provider 30 November 2006 - 29 November 2021

Triple T Internet Co., Ltd Type I Internet service 20 June 2007 - 19 June 2008

ACeS Regional Services Co., Ltd. Type I Internet service 28 June 2007 - 27 June 2008

Jasmine Telecom Systems PCL. Type I Public telephone service 22 November 2007 - 21 November 2008

The subsidiaries have an obligation to pay license fee and comply with certain conditions as stated inthe licenses.

34. FINANCIAL INSTRUMENTS

34.1 Financial risk managementThe Company and its subsidiariesû financial instruments, as defined under Thai Accounting Standard No. 48

çFinancial Instruments: Disclosure and Presentationsé, principally comprise cash and cash equivalents, trade accountsreceivable, investments, bank overdrafts and short-term loans, trade accounts and notes payable, long-term loans, andlong-term debts under rehabilitation plan. The financial risks associated with these financial instruments and how theyare managed is described below.

Credit riskThe Company and its subsidiaries exposed to credit risk primarily with respect to trade accounts receivable,

loans and other receivable. The Company and its subsidiaries manage the risk by adopting appropriate credit controlpolicies and procedures and therefore do not expect to incur material financial losses. However, since the majority ofsales and services are supplied to credit worthy customers such as the companies of which the major shareholder isgovernment. The maximum exposure to credit risk is limited to the carrying amounts of trade receivables, loans andother receivable stated in the balance sheet.

Interest rate riskThe Company and its subsidiariesû exposure to interest rate risk relate primarily to its cash at banks, bank

overdrafts, long-term borrowings and long-term debts under rehabilitation plan. However, since most of the Companyand its subsidiariesû financial assets and liabilities bear floating interest rates or fixed interest rates which are closeto the market rate, the interest rate risk is expected to be minimal.


Foreign currency riskIts subsidiariesû exposure to foreign currency risk arises mainly from trading transactions that are denominated

in foreign currencies. Its subsidiaries seek to reduce this risk by entering into forward exchange contracts when itconsiders appropriate. Generally, the forward contracts mature within one year.

The balances of financial assets and liabilities denominated in foreign currencies as at 31 December 2007are summarised below.

Foreign currency Financial assets Financial liabilities Average exchange rateas at 31 December 2007

(Million) (Million) (Baht per 1 foreign currency unit)

US dollar 20 29 33.7673

Foreign exchange contracts outstanding at 31 December 2007 are summarised below.

Foreign currency Bought amount Contractual exchange rate

(Million) (Baht per 1 foreign currency unit)

US dollar 0.5 33.8200 - 37.4235

Euro 0.3 47.0200 - 48.6000

34.2 Fair values of financial instrumentsSince the majority of the Company and its subsidiariesû financial instruments are short-term in nature.

Long-term loans and long-term debts under rehabilitation plan carry interest at rates close to market rates. Their fairvalue is not expected to be materially different from the amounts presented in the balance sheets.

A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable,willing parties in an armûs length transaction. The fair value is determined by reference to the market price of thefinancial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.

35. SUBSEQUENT EVENTOn 26 February 2008, the Meeting of Board of Directors of Jasmine Telecom Systems PCL. (JTS), a

subsidiary, proposed the payment of dividend of Baht 0.087 per share, a total of approximately Baht 61.1 million,from the 2007 income. This dividend proposal has yet to be approved at the next Annual General Meeting of theshareholders of JTS.

36. RECLASSIFICATIONIn addition to the change in accounting policy as described in Note 4 to the financial statements, which

affects the previously reported net income and shareholderûs equity, certain other amounts in the financial statementsfor the year ended 31 December 2006 have been reclassified to conform to the current yearûs classification but withno effect to previously reported net income or shareholdersû equity other than from the change in accounting policy.

37. APPROVAL OF FINANCIAL STATEMENTSThese financial statements were authorised for issue by the Companyûs Board of Directors on 28

February 2008.