Financial Statement

Siam Investment Fund 26 July 2004 INDEPENDENT AUDITORS' REPORT To the Shareholders of Siam Investment Fund (incorporated in the Cayman Islands as an exempted company with limited liability) We have audited the accompanying balance sheets of Siam Investment Fund as at 31 March 2004 and 2003 and the related statements of operations, statements of changes in net assets and statements of cash flows for the years then ended. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with International Standards of Auditing. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of Siam Investment Fund as at 31 March 2004 and 2003, the results of its operations, changes in net assets and its cash flows for the years then ended in conformity with International Accounting Standards. As discussed in Note 4 to the financial statements, the Fund has taken conservative approach to set up provision for possible loss of its investments in unlisted equity investments and debt investments up to 62% and 100%, respectively, for the year ended 31 March 2004. The provisions for such investments were 82% and 100%, respectively, for the year ended 31 March 2003. The Fund's directors believe that the provision for unlisted equity investments is adequate to cover the possible loss as the Fund intends to hold such investments for the long term. Bangkok, Thailand 21 May 2004 SIAM INVESTMENT FUND STATEMENTS OF OPERATIONS FOR THE YEARS ENDED 31 MARCH 2004 AND 2003 US$ Notes 2004 2003 Income Interest income 15,045 15,934 Dividend income 233,954 780,773 Gain on foreign exchange 421,083 35,740 Net unrealized gain on valuation of investments 6,908,281 - Net unrealized gain on foreign exchange relating to carrying value of investments 1,168,499 1,577,878 Net realized gain on sales of investments 6,746,531 3,541,391 Net realized gain on foreign exchange relating to carrying value of investments 936,063 - Gain from reversal of bad debt 4 63,484 - Total income 16,492,940 5,951,716 Expenses Advisory fees 8.1 500,008 500,000 Administrative expenses 9 234,157 232,939 Net unrealized loss on valuation of investments - 7,905,381 Net realized loss on foreign exchange relating to carrying value of investments - 386,162 Total expenses 734,165 9,024,482 Net income (loss) for the year 15,758,775 (3,072,766) Earnings (loss) per share 6.30 (1.23) The accounting policies and the notes on page 5 to 20 form an integral part of these financial statements. SIAM INVESTMENT FUND BALANCE SHEETS AS AT 31 MARCH 2004 AND 2003 US$ Notes 2004 2003 Investments - net 4 19,720,194 18,567,667 Current assets Cash and cash equivalents 5,296,648 909,711 Accounts receivable - 2,208,491 Dividend receivable 103,235 354,501 Deposit for purchase of investment 2,599,870 - Other current assets 86,559 15,333 Total current assets 8,086,312 3,488,036 Current liabilities Dividend payable 13 (2,500,000) (2,500,000) Accrued expenses (11,219) (19,191) Total current liabilities (2,511,219) (2,519,191) Net current assets 5,575,093 968,845 Net assets 25,295,287 19,536,512 Net assets financed by: Share capital 5 12,500 12,500 Share premium 6 12,487,500 22,487,500 Capital reserve 12,106,200 (3,653,174) Revenue reserve 689,087 689,686 Total shareholders' funds 25,295,287 19,536,512 Net asset value per share 7 10.12 7.81 For and on behalf of Siam Investment Fund: ..............................................Director ..............................................Director The accounting policies and the notes on page 5 to 20 form an integral part of these financial statements. SIAM INVESTMENT FUND STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED 31 MARCH 2004 AND 2003 Share Share premium Capital Revenue Total capital reserve reserve Balance at 1 April 2002 12,500 24,987,500 (480,900) 590,178 25,109,278 Net loss for the year - - - (3,072,766) (3,072,766) Appropriated for: Net unrealized loss on valuation of investments - - (7,905,381) 7,905,381 - Net realized loss on foreign exchange - - (386,162) 386,162 - Net unrealized gain on foreign exchange relating to carrying value of investments - - 1,577,878 (1,577,878) - Net realized gain on sale of - - 3,541,391 (3,541,391) - investments Dividend for the year - (2,500,000) - - (2,500,000) Balance at 31 March 2003 12,500 22,487,500 (3,653,174) 689,686 19,536,512 Balance at 1 April 2003 12,500 22,487,500 (3,653,174) 689,686 19,536,512 Net income for the year - - - 15,758,775 15,758,775 Appropriated for: Net unrealized gain on valuation Of investments - - 6,908,281 (6,908,281) - Net realized gain on foreign exchange - - 936,063 (936,063) - Net unrealized gain on foreign exchange relating to carrying value of investments - - 1,168,499 (1,168,499) - Net realized gain on sale of investments - - 6,746,531 (6,746,531) - Dividend for the year - (10,000,000) - - (10,000,000) Balance at 31 March 2004 12,500 12,487,500 12,106,200 689,087 25,295,287 The accounting policies and the notes on page 5 to 20 form an integral part of these financial statements. SIAM INVESTMENT FUND STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 MARCH 2004 AND 2003 US$ 2004 2003 Cash flows from operating activities: Net income (loss) for the year 15,758,775 (3,072,766) Unrealized (gain) loss on valuation of investments (6,908,281) 7,905,381 Unrealized gain on foreign exchange relating to carrying value of investments (1,168,499) (1,577,878) Cash provided from operating activities before changes in operation assets and liabilities 7,681,995 3,254,737 Changes in assets and liabilities: Accounts receivable 2,208,491 (1,693,304) Dividend receivable 251,266 (323,900) Deposit for purchase of investment (2,599,870) - Other current assets (71,226) (2,333) Investments 6,924,253 (706,101) Dividend payable - (1,250,000) Accrued expenses (7,972) 10,061 Total cash provided from (used in) operating activities 14,386,937 (710,840) Cash flows from financing activity: Dividend payment (10,000,000) (2,500,000) Total cash used in financing activity (10,000,000) (2,500,000) Net increase (decrease) in cash and cash equivalents for year 4,386,937 (3,210,840) Cash and cash equivalents at beginning of the year 909,711 4,120,551 Cash and cash equivalents at end of the year 5,296,648 909,711 The accounting policies and the notes on page 5 to 20 form an integral part of these financial statements. SIAM INVESTMENT FUND NOTES TO THE FINANCIAL STATEMENTS AS AT 31 MARCH 2004 AND 2003 1 Business activities Siam Investment Fund ('the Fund') is a closed-end investment fund and was incorporated as an exempted company with limited liability in the Cayman Islands on 22 February 1996. The Fund obtained a listing for its shares on the London Stock Exchange on 25 April 1996. The Fund's investment objective is to achieve long-term capital appreciation through investments primarily in unlisted companies, joint ventures and projects. Previously, such investments were in the Southeast Asian region; however, following a change in mandate, approved at the shareholders' meeting held on 6 March 1998, the Fund may now invest up to 100% of its capital in listed and unlisted companies in Thailand. 2 Duration The Fund may be dissolved on 31 March 2006. However, with the approval from the holders of at least two-third of the shares of the Fund, approved at or prior to the annual general meeting in 2006, the term of the Fund may be extended for an additional two years to 31 March 2008. 3 Significant accounting policies a) Basis of preparation The financial statements have been prepared in accordance with and are generally consistent with the International Accounting Standards. These require the Fund's Directors to make estimates and assumptions that affect the reported amounts and disclosure in the financial statements. Actual results could differ from these estimates. The financial statements are prepared under the historical cost convention as modified by the revaluation of certain marketable securities and investment properties. b) Cash equivalents The Fund considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. c) Investments All securities for which market quotations are readily available are valued at the closing market prices. Securities for which market quotations are not readily available are valued by the Directors at costs or at a valuation based on third-party transactions in the same or in similar investments or at fair market value taking into consideration the cost of the investments, the quoted prices of investments of comparable publicly traded companies, market conditions, the underlying collateral, financial data and projections of the issuer of any relevant securities, and such other factors as the Directors may deem relevant. Investment transactions are accounted for on the trade date. Realized gains and losses from securities transactions are reported on an identified cost basis. Dividend and interest income is accounted for on an accrual basis. Discounts on securities purchased are amortised over the life of the respective securities. Realized and unrealized gains and losses on investments, including those relating to foreign exchange translation of the original cost of investment into US Dollars at the balance sheet date, are appropriated as capital reserve. d) Foreign currency transactions Transactions denominated in foreign currencies are translated into United States dollars at the rates of exchange ruling on the transaction dates. All assets and liabilities expressed in foreign currencies at the balance sheet date are translated into United States dollars at the rate of exchange ruling at that date. Realized and unrealized gains and losses on translation of foreign currencies relating to the carrying value of investments are charged directly to income statements before being appropriated as the capital reserves. All other realized and unrealized gains and losses on translation of foreign currencies are included in the income and expenditure account. e) Interest income Interest income is recognised under the accrual basis. For the year ended 31 March 2004 and 2003, interest income arising from cash and cash equivalents were US$ 15,045 and US$ 15,934, respectively, and no interest income arising from investments. 4 Investments - net US$ 2004 2003 Listed securities, at market value 17,084,589 18,109,431 Unlisted securities, at valuation given by Directors 2,635,605 458,236 Investments - net 19,720,194 18,567,667 Cost of investments 16,874,978 23,863,782 The Fund has taken conservative approach to set up provision for possible loss of its investments in unlisted equity investments and debt investments up to 62% and 100%, respectively, for the year ended 31 March 2004. The provisions for such investments were 82% and 100%, respectively, for the year ended 31 March 2003. The Fund's directors believe that the provision for unlisted equity investment is adequate to cover the possible loss as the Fund intends to hold such investments for the long term. The costs of investments shown above and in 4.1 and 4.2 below reflect the costs at the date of acquisition and do not include any subsequent foreign exchange adjustments. An analysis of the Company's investments is as follows: 2004 2003 Market Market % of net assets Cost value Cost value of the Fund Industry % holding US$ US$ % holding US$ US$ 2004 2003 4.1 Listed investments Nation Multimedia Group Plc. Publishing - - - 5.58% 2,743,165 2,613,874 - 13.38 Nation Multimedia Group Plc.-Warrants Publishing - - - 5.64% - 156,625 - 0.80 SE - Education Plc. Publishing - - - 5.83% 1,168,704 1,664,753 - 8.52 SE-Education Plc. -Warrants Publishing - - - 21.72% 373,066 1,630,745 - 8.35 TISCO Finance Plc. Finance 0.28% 366,147 350,140 0.28% 793,346 621,883 1.39 3.18 National Finance Plc. Finance - - - 0.06% 228,676 216,519 - 1.11 Kim Eng Securities (Thailand) Plc. Finance 0.08% 634,942 547,555 - - - 2.16 - Thai Military Bank Plc. Banking - - - 0.05% 314,564 85,861 - 0.44 Bangkok Bank Plc. Banking 0.01% 239,692 240,642 - - - 0.95 - Kasikorn Bank Plc. Banking 0.01% 383,173 370,512 - - - 1.46 - Telecom Asia Corporation Plc. Communication - - - 0.07% 815,493 166,701 - 0.85 2004 2003 Market Market % of net assets Cost value Cost value of the Fund Industry % holding US$ US$ % holding US$ US$ 2004 2003 4.1 Listed investments (continued) Hana Microelectronics Plc. Electrical Components - - - 0.19% 553,273 520,793 - 2.67 KCE Electronics Plc. Electrical Components - - - 1.50% 625,587 606,440 - 3.10 Thai Airways International Plc. Transportation - - - 0.04% 424,637 338,018 - 1.73 Advance Info Services Plc. Communication - - - 0.03% 1,058,184 991,601 - 5.08 Shinawatra Setellite Plc. Communication - - - 0.44% 789,799 519,673 - 2.66 Jasmine International Plc. Communication - - - 1.47% 714,817 751,283 - 3.85 Siam Makro Plc. Commerce 0.50% 1,189,378 1,336,898 0.49% 1,058,835 986,766 5.29 5.05 Sansiri Plc. Property 0.02% 63,704 61,879 0.67% 642,966 920,205 0.24 4.71 Golden Land Property Development Plc. Property 0.16% 327,588 267,380 0.16% 332,260 183,155 1.06 0.94 Natural Park Plc. Property 1.30% 3,203,554 10,641,711 - - - 42.07 - BOA Apartment Property Fund1 Property 0.01% 1,545 1,406 - - - 0.01 - 2004 2003 Market Market % of net assets Cost value Cost value of the Fund Industry % holding US$ US$ % holding US$ US$ 2004 2003 4.1 Listed investments (continued) Krisda Mahanakorn Plc.Property 0.72% 1,260,186 1,260,507 - - - 4.98 - Pranda Jewelry Plc. Jewelry 1.37% 555,840 605,042 1.81% 477,330 451,189 2.39 2.31 Pranda Jewelry Plc. -Warrants Jewelry 3.63% 583,465 478,737 1.05% - 99,382 1.89 0.51 Thai Reinsurance Plc. Insurance - - - 0.47% 362,648 414,722 - 2.12 Surapon Foods Plc. Food & Beverages - - - 0.61% 11,265 10,055 - 0.05 Thai Union Frozen Food Products Plc. & Beverages - - - 0.17% 336,680 647,761 - 3.32 PTT Exploration & Production Plc. Energy - - - 0.03% 581,290 519,491 - 2.66 Fancy Wood Household Industries Plc. & Furniture - - - 1.68% 827,904 847,877 - 4.34 Aromatics (Thailand) Plc. Chemical - - - 0.03% 95,086 90,294 - 0.46 Cal-Comp Electronic Electrical Public Co., Ltd. Components - - - 0.03% 72,399 66,146 - 0.34 Charoen Pokphand Foods Plc. Agribusiness 0.05% 511,615 442,832 - - - 1.75 - 2004 2003 Market Market % of net assets Cost value Cost value of the Fund Industry % holding US$ US$ % holding US$ US$ 2004 2003 4.1 Listed investments (continued) Thai Gypsum Building Products Plc. & Furnishing Materials - - - 0.10% 77,804 76,995 - 0.39 Vanachai Group Plc. Building & Furnishing Materials - - - 0.11% 174,396 164,015 - 0.84 Siam City Cements Plc. Building & Furnishing Materials - - - 0.05% 512,329 574,755 - 2.94 Siam Syntech Constructions Plc. Rehabilitation 0.01% 533,838 479,348 - - - 1.90 - Asia Pacific Potash Resources Plc. Fertilizer - - - 5.19% 3,234,710 1,171,854 - 6.00 Total - listed investments 9,854,667 7,084,589 19,401,213 18,109,431 67.54 92.70 4.2 Unlisted investments 4.2.1 Equity investments 2004 2003 Directors' Directors' % of net assets Cost valuation Cost valuation of the Fund Industry % holding US$ US$ % holding US$ US$ 2004 2003 Northbridge Communities Ltd. International School 6.25% 2,462,569 - 6.25% 2,462,569 458,236 - 2.35 PAE (Thailand) Plc. (a) Rehabilitation 3.50% 404,350 407,439 - - - 1.61 - JP-One Asset Co., Ltd. (b) Resources and Energy 4.50% 696,732 700,280 - - - 2.77 - G Steel Plc. (c) Hot-rolled coil Industrials 2.50% 1,520,144 1,527,886 - - - 6.04 - Total - unlisted equity investments 5,083,795 2,635,605 2,462,569 458,236 10.42 2.35 4.2.2 Debt investments 2004 2003 Directors' Directors' % of net assets Cost valuation Cost valuation of the Fund Industry % holding US$ US$ % holding US$ US$ 2004 2003 Convertible term loan to Monterey Pizza Co., Ltd. (d) Foods - 1,936,516 - - 2,000,000 - - - Total-unlisted debt investment - 1,936,516 - - 2,000,000 - - - Total-unlisted investments 7,020,311 2,635,605 4,462,569 458,236 10.42 2.35 Investments - net 16,874,978 19,720,194 23,863,782 18,567,667 77.96 95.04 (a) PAE (Thailand) Public Company Limited PAE (Thailand) Public Company Limited (PAE) is a construction company which was listed in the Stock Exchange of Thailand. The company was found in 1964 as a subsidiary of an American company carrying out engineering projects in Thailand. PAE has expanded its construction and engineering operations rapidly during 1994-1997. To keep up with the growth, PAE entered into significant foreign currencies loan contracts. As a result of the Baht devaluation in July 1997, liabilities grew substantially from Baht 761 million to Baht 3,249 million while the company was unable to secure any new sizable contract after the Baht crisis. The company, therefore, was unable to service its debts. The management has no choice but to enter the Bank of Thailand CDRAC process in an effort to reach an arrangement with its creditors to restructure its debt. At the end of CDRAC process, PAE decided to file for business reorganization with Central Bankruptcy Court. The Court granted an order for rehabilitation of PAE on 22 February 2000 and appointed GTT Planners Co., Ltd as the Plan Administrator. The Rehabilitation Plan has been approved and amended several times. The final Rehabilitation Plan was approved by the Central Bankruptcy Court on 15 November 2002. Under this plan, the existing capital of PAE was to be decreased. Subsequently, Freeinternet Co Ltd and a group of new investors were to inject the capital funds of Baht 210 million to subscribe to newly issued 35 million shares of PAE at the price of Baht 6 per share on a Baht 10 par value. These funds were to be used as a payment to the priority creditors. On 26 January 2004, a group of new investors including Siam Investment Fund injected capital totaling of Baht 210 million to subscribe to 35 million shares. The Central Bankruptcy Court has subsequently on 28th April 2004 issued their acceptance of the completion of Rehabilitation Plan of PAE as the decreasing and increasing in capital and the new shares issued to the investors as well as the payment to the priority creditors, secured creditors and non-secured creditors have been completed. PAE is now seeking an approval from the Securities and Exchange Commission for its shares to resume trading. In terms of operation, PAE is starting to bid for new contracts. With the help from its major shareholders, the company is expected to win some significant contracts in 2004. Siam Investment Fund owns 2.6 million shares of PAE which represents 6.8% of the total company. The remaining balance is held by Freeinternet and other minority investors. Siam Investment Fund also has an option to purchase another 2.6 million existing shares of PAE from Freeinternet at the same price of Baht 6 within the next 6 months. This option has not yet been exercised. (b) JP-One Assets Co., Ltd. JP-One Assets Co., Ltd. was incorporated under the laws of Thailand in November 2003 by Bangkok Aviation Fuel Services Public Company Limited (BAFS). The Company is engaged in pipeline transportation system for aircraft fuel from Makkasan to the Second Bangkok International Airport (Suvarnabhumi Airport). Currently, Suvarnabhumi Airport, which will be a new international airport of Thailand, is under construction. The government, therefore, has a policy to move the operations at Donmuang Airport to Suvarnabhumi in September 2005. (c) G Steel Public Company Limited (Previously Siam Strip Mill Public Company Limited) G Steel founded in 1995 by Dr. Samsak Leeswadtrakul, is a leading hot-rolled coil (HRC) producer in Thailand with total capacity of 1.5 million tons per annum. G Steel has one plant located in Rayong Province. Its plant is a compact mill equipped with the most advanced integrated technology starting from liquid steel making, slab casting to hot rolling. Currently, G Steel is the only HRC producer in Thailand operating liquid steel making through Electronic Arc Furnace (EAF). This process enhances overall quality of G Steel's finished HRC over local competitors. G Steel commercialized in November 1999 and now operates at approximately 80% utilization rate. In March 2003, G Steel raised Baht 4.3 billion through private placement by issuing 2.7 billion at Baht 1 par value. The proceed from this private placement will be used for reducing debt obligations and preparing capital structure for de-bottleneck and further upstream expansions. Siam Investment Fund has subscribed 37.5 million shares (representing 0.46%) of the enlarged capital) at the price of Baht 1.6 per share through this placement. G Steel plans to be listed on the Stock Exchange of Thailand within the third quarter of 2004 for further expansions. (d) Monterey Pizza Co., Ltd. The convertible term loan to Monterey Pizza Co., Ltd. ('Monterey') is denominated in US$ and carries interest at six month US$ LIBOR, payable every six months. The loan is secured by the major shareholders of Monterey and was repayable in full prior to 20 December 1998. As part of the loan agreement, the Fund has the right to convert a portion of the term loan into Monterey Shares equivalent to 250,000 Monterey shares (with par value of Baht 100 per share) which have been placed in escrow. Monterey has experienced financial difficulties since 1997. Interest has not been paid when due. The Fund has stopped accruing interest since December 1997. A legal demand for payment of principal and accrued interest has been made to Monterey as well as to 2 directors who have guaranteed the loan. The court ruled in favor of the Fund's demand for Baht 108 million. The defendants have been asked by the court to settle with the Fund. The loan has already been written down to zero in 2003. During the year 2004, the case has been finalized by the Thai Appeals Court that the Fund will get payment of Baht 2.5 million (approximately US$63,484) each year for 7 years, totalling Baht 17.5 million (approximately US$444,388). Each installment of US$ 63,484 will be charged to gain from reversal of bad debt in the statement of operations each year since the provision for possible loan loss was provided in full during 2003. Credit risk The Fund may have significant investments in Thailand which may involve greater risk than investments in more developed markets. The prices of such investments may be volatile. The yields of emerging market debt obligations reflect, amongst other matters, perceived credit risk. The consequences of political, social or economic changes in Thailand may have disruptive effects on the market prices of the Fund's investments and the income they generate. Currency risk All of the Fund's equity investments where the investee company is incorporated in Thailand are subject to currency risk as the investee shares are denominated in Thai Baht. The Fund's debt investments are denominated in US$ and is thus not exposed to currency risk. Fair values Listed and unlisted investments are stated at market values and Directors' valuations respectively. At 31 March 2004, in the opinion of the Directors, the carrying values of the listed and unlisted investments approximate their fair values. Additional information related to all investments of the Group which account for more than 5% of net assets as at 31 March 2004 is as follows: EPS per Market value/ Cost of latest audited Directors' % of issued investment accounts valuation Investment Industry share capital US$ US$ US$ Equity investments Siam Makro Commerce 0.50% 1,189,378 0.1000 1,336,898 N-Park Property 1.30% 3,203,555 0.0737 10,641,711 The Group received dividends from the above investments during the year totaling US$ 233,954 (2003: US$ 780,773). 5 Share capital US$ 2004 2003 Authorised: 10,000,000 ordinary shares of US$ 0.005 each 50,000 50,000 Issued and fully paid 2,500,000 ordinary shares of US$ 0.005 each 12,500 12,500 6 Share premium US$ 2004 2003 Arising on the issue of 2,500,000 ordinary shares at a premium of US$ 10.295 per share, fully paid 25,737,500 25,737,500 Less: Placement fee (750,000) (750,000) Dividend payment (12,500,000) (2,500,000) 12,487,500 22,487,500 According to the Fund's Memorandum and Articles, no dividend shall be declared or paid other than from the profits or gains resulting from the Fund's business or from the share premium account of the Fund or such other amount as maybe lawfully available for dividend. 7 Net asset value per share The calculation of the net asset value per share is based on the net assets of US$ 25,295,287 (2003: US$ 19,536,512) divided by the number of shares, being 2,500,000. 8 Related party transactions 8.1 Advisory and performance fees Finansa Fund Management Ltd, a related company incorporated in the Cayman Islands, serves as the investment adviser to the Fund and receives the following: (i) a monthly advisory fee in an amount equal to 2% per annum of the contributed capital (defined as the aggregate paid-up share capital of the Fund, inclusive of share premium) of the Fund; and (ii) a performance fee of 20% of the amounts by which distributions to shareholders exceed a cumulative compound rate of return on the Fund's contributed capital of 12% per annum. Advisory fees totaling US$ 500,008 (2003: US$ 500,000) were charged for the year. 8.2 Directors' fees and reimbursements The Fund's Articles of Association provide that the Fund may pay up to an aggregate of US$ 100,000 per year to its Directors. For the year ended 31 March 2004, an amount of US$ 65,000 (2003: US$ 62,500) was approved for payment to the Directors. In addition, the Fund reimburses Directors for travel and out-of-pocket expenses incurred in connection with Board of Directors meetings and meetings of committees of the Board of Directors. 8.3 Directors' interest in contracts of significance Mr. James Marshall is a shareholder of Finansa Public Company Limited, a shareholder in Finansa Fund Management Ltd., ('FFM'), the investment advisor to the Fund. Mr. Marshall is also a director of FFM. 9 Custodial and administrative fees Under a custodial agreement with Citibank, N.A. (Hong Kong Branch) ('Citibank ')., Citibank acts as custodian for the Fund, and is entitled to receive a fee from the Fund, computed and paid monthly in arrears, comprising the following: (i) a fee calculated at a 3.5 - 7.0 basis points per annum of the value of the portion held by the custodian; and (ii) a transaction fee of US$ 35 - US$ 90 per transaction. Under an administrative agreement with Bank of Butterfield International (Cayman) Ltd. ('Butterfield')., Butterfield acts as administrator of the Fund, and is entitled to receive a fee from the Fund calculated and payable quarterly in arrears at a rate of US$ 100 per hour on a time spent basis, subject to a minimum of US$ 7,500 per year. Custodial and administrative fees totaling US$ 14,196 and US$ 9,375, respectively (2003: US$ 16,936 and US$ 7,500, respectively) were charged for the year. 10 Directors The non-executive directors during the year ended 31 March 2004 were as follows: James Marshall (Appointed on 3 November 2003) M.L. Plaichumpol Kitiyakara Van Huong Nguyen David Roberts Enghug Nontikarn Mungkorn Kriengwatana 11 Interest in shares Shareholders who held an interest of 3% or more in the Fund as of 31 March 2004 were as follows: Shareholder Number of shares Percentage Citivic Nominees Limited 2,500,000 100% (formerly MGTB Nominees Limited) 12 Taxation The Fund is exempt from Cayman Islands income tax and accordingly its only liability is the payment of an annual registration fee to the government of the Cayman Islands, amounting to US$ 500 per annum. It is possible that the Fund could be assessed for income tax in other jurisdictions. No assessments have been raised and the Directors consider the likelihood of a significant tax liability arising to be remote. 13 Dividend During the year, resolutions were passed by the Board of Directors Meetings held in every quarter approving a dividend of US$1 per share, US$ 2.5 million each quarter, totalling US$ 10 million. The Fund received approval from shareholders in April 2004. This information is provided by RNS The company news service from the London Stock Exchange

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