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- 1 - Message from the Chairman The Thai economy in 2001 recorded a modest growth of 1.8%, compared to 4.2% GDP growth of the year before. The slowdown in the US economy which was worsened by the September 11 terrorist attacks also produced a negative impact on the Thai economy, especially in the export sector. However, the landslide victory of the new government equated to a more stable political environment and made it possible for the implementation of a new, comprehensive package of economic-policy initiatives. The focus has been placed on stimulating consumption at the grass-root levels, solving non-performing loans of financial institutions through the establishment of the Thai Asset Management Corporation (TAMC), and maintaining the local interest rates at low levels, all of which helped to uplift investors’ confidence in Thailand again. During the year, our finance business unit concentrated its efforts mainly on restructuring, resolving non- performing loans (NPLs) and investing in corporate debentures. The transfer of NPLs, in accordance with Bank of Thailand criteria, to the TAMC in the fourth quarter, and repayment of existing loans contributed to the decrease of the loan and accrued interest amount to Bt 2.82 billion, a drop of 23% compared to the year before. Net interest and dividend income declined from Bt 210.26 million to Bt 192.27 million over the same period, due to lower interest spread. On the securities business operation, even though the average daily turnover in the SET had doubled over the course of 2001, the liberalization of the brokerage commission caused the Company’s brokerage income to drop to Bt 18.08 million, or a 64% decline. However, the recovery of the SET index last year, together with the continuous decrease in bond yields, resulted in the improvement of the Company’s investment in both equity and fixed income portfolios. Hence the Company recorded gains from realized and unrealized investment portfolios of Bt 74.59 million, compared to losses of Bt 33.08 million in 2000. Fees and services income increased from Bt 29.82 million to Bt 33.81 million over the same period. At the end of 2001, the Company recorded a net profit of Bt 67.25 million or EPS of Bt 0.67, representing a slight change from the year before. For the year 2002, Thailand’s GDP growth is expected to improve given various positive factors, both local and foreign. Fiscal and monetary policies that were implemented last year to boost domestic consumption and stimulate investments should begin to produce substantive results this year. Moreover, a sooner-than- expected recovery in the US economy should also contribute to an improvement in Thai exports in the latter part of 2002. Although the cycle of low interest rates might have ended, the chances of any upturn in interest rates soon are limited given the huge surplus liquidity in the market. Therefore, the prospect of a continuation of stable interest rates should bode well for the overall investment climate and the resolution of problem loans. Given the overall improvement in the Thai stock market, and the new system of fixed commission rates as well as the fixing of incentives for marketing officers, our securities business in 2002 is likely to produce better results. Meanwhile, our finance business is expected to generate a steady income stream similar to the year before. All in all, we look forward to a better year whereby the Company will strive to maintain steady earnings growth on a continuous and stable basis so as to generate the maximum benefits for our shareholders, customers and staffs. Finally, the Board of Directors would like to express its sincere gratitude to the customers who have supported us, the staffs for their dedication, and the shareholders and investors for their support and encouragement throughout the past year. (Paisal Sricharatchanya) Chairman of the Board

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Message from the ChairmanThe Thai economy in 2001 recorded a modest growth of 1.8%, compared to 4.2% GDP growth of the year before. The slowdown in the US economy which was worsened by the September 11 terrorist attacks also produced a negative impact on the Thai economy, especially in the export sector. However, the landslide victory of the new government equated to a more stable political environment and made it possible for the implementation of a new, comprehensive package of economic-policy initiatives. The focus has been placed on stimulating consumption at the grass-root levels, solving non-performing loans of financial institutions through the establishment of the Thai Asset Management Corporation (TAMC), and maintaining the local interest rates at low levels, all of which helped to uplift investors’ confidence in Thailand again.During the year, our finance business unit concentrated its efforts mainly on restructuring, resolving non-performing loans (NPLs) and investing in corporate debentures. The transfer of NPLs, in accordance with Bank of Thailand criteria, to the TAMC in the fourth quarter, and repayment of existing loans contributed to the decrease of the loan and accrued interest amount to Bt 2.82 billion, a drop of 23% compared to the year before. Net interest and dividend income declined from Bt 210.26 million to Bt 192.27 million over the same period, due to lower interest spread.On the securities business operation, even though the average daily turnover in the SET had doubled over the course of 2001, the liberalization of the brokerage commission caused the Company’s brokerage income to drop to Bt 18.08 million, or a 64% decline. However, the recovery of the SET index last year, together with the continuous decrease in bond yields, resulted in the improvement of the Company’s investment in both equity and fixed income portfolios. Hence the Company recorded gains from realized and unrealized investment portfolios of Bt 74.59 million, compared to losses of Bt 33.08 million in 2000. Fees and services income increased from Bt 29.82 million to Bt 33.81 million over the same period. At the end of 2001, the Company recorded a net profit of Bt 67.25 million or EPS of Bt 0.67, representing a slight change from the year before.For the year 2002, Thailand’s GDP growth is expected to improve given various positive factors, both local and foreign. Fiscal and monetary policies that were implemented last year to boost domestic consumption and stimulate investments should begin to produce substantive results this year. Moreover, a sooner-than-expected recovery in the US economy should also contribute to an improvement in Thai exports in the latter part of 2002.Although the cycle of low interest rates might have ended, the chances of any upturn in interest rates soon are limited given the huge surplus liquidity in the market. Therefore, the prospect of a continuation of stable interest rates should bode well for the overall investment climate and the resolution of problem loans.Given the overall improvement in the Thai stock market, and the new system of fixed commission rates as well as the fixing of incentives for marketing officers, our securities business in 2002 is likely to produce better results. Meanwhile, our finance business is expected to generate a steady income stream similar to the year before. All in all, we look forward to a better year whereby the Company will strive to maintain steady earnings growth on a continuous and stable basis so as to generate the maximum benefits for our shareholders, customers and staffs.Finally, the Board of Directors would like to express its sincere gratitude to the customers who have supported us, the staffs for their dedication, and the shareholders and investors for their support and encouragement throughout the past year.

(Paisal Sricharatchanya) Chairman of the Board

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(TRANSLATION)

Report from the Audit Committee

Attention : Shareholders

The Audit Committee comprises of 3 members as follows:1. Mr. Pramote Pasuwat Chairman of the Audit Committee2. Mr. Pradit Rodloythuk Member of the Audit Committee3. Dr. Natthapachara Chiarawongse Member of the Audit Committee

The duties of the Audit Committee are to oversee the Company’s financial reporting process to make sure that the financial statements are correct, sufficient and credible, to ensure that the Company has adequate and effective internal control system, to ensure that the Company performs in compliance with all relevant laws and regulations, to ensure that the Company does not engage in any activities that may lead to a possible conflict of interest, and to operate any duties assigned by the Board of Directors. Each member of the Audit Committee is independent to carry out his functions without any influence being imposed from any person inside or outside of the Company.

The Audit Committee held seven meetings in the year 2001 and once in early 2002. Details in the meetings are as follows:

1. Considered the quarterly and yearly financial reports and statements. The Audit Committee asked for the clarification from the Management in cases where there were significant differences of figures in financial statements of present year and the year before. The Audit Committee also requested the Company management and external independent auditor to report the main problems and the solutions, such as income tax , etc.

2. The Audit Committee concentrated on the adequacy and effectiveness of the Company’s internal control and internal audit systems in order to set the guidance for improving the efficiency of each work unit of the Company.

In the opinion of the Audit Committee, the financial reports and financial statements of the Company andits subsidiary, BFIT Securities Co.,Ltd., as at December 31, 2001 was prepared in accordance with generalaccepted accounting principles based on completed and transparent accounting data and audited by acertified public accounting firm. The Audit Committee, therefore, agreed to propose the financial reportsand financial statements to the Board of Directors and the shareholders meeting respectively.

The Audit Committee agreed to propose the Board of Directors to consider the proposal of Ernst & YoungOffice Limited, with namely of Mr. Narong Puntawong or Mr. Sophon Permsirivallop or Ms. RungnapaLertsuwankul as the independent auditor of the Company and its subsidiary for the accounting year endingon December 31, 2002.

For The Audit Committee

Pramote Pasuwat

(Pramote Pasuwat)Chairman of the Audit Committee

February 27, 2002

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Annual Report of Board of DirectorsBangkok First Investment & Trust Public Company Limited

Registration No. PCL 146

General InformationName and address of the CompanyBangkok First Investment & Trust Public Company Limited (BFIT)Registration No. : PCL 146

Type of Business Finance Business

Head Office : 23rd Floor, Bangkok Insurance Building,25 Sathon Tai Road, Thung Mahamek, Sathon, Bangkok 10120

Tel : 0-2677-4300

Fax : 0-2677-4301

Home Page : www.bfit.co.th

Subsidiary

BFIT Securities Company Limited (BFITSEC)Registration No. : (Kor) 21/2543

Type of Business Securities Business

Head Office : 22nd Floor, Bangkok Insurance Building,25 Sathon Tai Road, Thung Mahamek, Sathon, Bangkok 10120

Tel : 0-2677-4330

Fax : 0-2677-4331

Silom Branch : 8th Floor, Bangkok Insurance Building, Silom,302 Silom Road, Silom, Bangrak, Bangkok 10500

Tel : 0-2237-8000

Fax : 0-2237-8095

Investment in Companies (10 per cent or higher)Company Name Amount per cent of

(Baht) HoldingOrdinary Shares:

BFIT Securities Company Limited 399,999,940 99.99

Securities Printers Company Limited 100,000 10.00

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1. Company Name : BFIT Securities Company LimitedHead Office : 22nd Bangkok Insurance Building, 25 Sathon Tai Road,

Thung Mahamek, Sathon Bangkok 10120Tel. 0-2677 - 4330 Fax. 0-2677-4331

Registered capital : 40,000,000 ordinary shares at Baht 10 par valuePaid-up capital : 40,000,000 ordinary shares fully issued and paid-up

Total 400,000,000 bahtType of business : Securities Business

2. Company Name : Securities Printers Company LimitedHead Office : 9/9 Soi Pipat, Silom Road, Bangrak, Bangkok 10500

Tel. 0-2235-0343 Fax. 0-2233-1113Registered capital : 10,000 ordinary shares at Baht 100 par valuePaid-up capital : 10,000 ordinary shares fully issued and paid-up

Total 1,000,000 bahtType of business : Printing

Other ReferencesShare Registrar

Thailand Securities Depository Company Limited62 The Stock Exchange Building, 4th , 6th -7th Floor Ratchadapisek RoadKlongtoey Sub district, Klongtoey District, Bangkok 10110Tel. 0-2359-1200Fax. 0-2359-1259

AuditorsMr. Ruth Chaowanagawi, Certified Public Accountant (Thailand) No.3247 and/orMr.Narong Puntawong , Certified Public Accountant (Thailand) No. 3315 and/orMiss Rungnapa Lertsuwankul, Certified Public Accountant (Thailand) No. 3516Ernst & Young Office Limited193/136-137 Lake Rajada Office ComplexNew Rajadapisek Road, Bangkok 10110Tel 0-2264-0777

Legal advisor- None -

Capital StructureThe company has registered capital of Baht 1,500 million, divided into 150 million shares, at a par value ofBaht 10 each. The issued and paid-up capital is Baht 1,000 million, divided into 100 million shares, at a parvalue of Baht 10 each.

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Major ShareholdersTop ten major shareholders as of October 5, 2001 are as follows:

Name Number of shares % of Holding

1. China Development Industrial Bank Inc. 49,500,000 49.50

2. HSBC International Trustee (Singapore) Ltd. 9,367,400 9.37

3. Bangkok Bank Plc. 3,750,000 3.75

4. Mr. Chone Sophonpanich 3,636,700 3.64

5. Thailand Securities Depository Co.,Ltd. for depositor 3,414,048 3.41

6. Miss Aruvarn Tiewtranon 3,184,000 3.18

7. Bangkok Insurance Plc. 3,108,595 3.11

8. Miss Valai Dilokvanich 2,906,786 2.91

9. Mrs. Boonsri Sophonpanich 2,033,450 2.03

10. Thai NVDR Co.,Ltd. 1,401,341 1.40

Source: Thailand Securities Depository Co.,Ltd.

Financial Status and Operating Performances

Unit : Thousand Baht 2001 2000 1999Total Assets 7,299,168 6,971,470 6,625,817Total Liabilities 6,214,103 5,979,575 5,719,262Shareholders’ equity 1,085,065 991,895 906,555Interest and dividend income 371,166 435,697 491,517Non-interest income (Loss) 131,735 52,713 260,398Total income 502,901 488,410 751,915Net income (Loss) 267,435 270,361 201,247Net earnings (Loss) 67,253 77,064 14,556Number of shares (Thousand shares) 100,000 100,000 100,000

Financial ratioNet profit margin 13.37% 15.78% 1.94%Return of Equity 6.48% 8.12% 1.72%Return of Total Assets 0.94% 1.13% 0.20%Earnings (Loss) per share (Baht per share) 0.67 0.77 0.15Dividend per share (Baht per share) 0.00 0.00 0.00Book value per share (Baht per share) 10.85 9.92 9.07BIS Ratio 18.68% 17.40% 17.86%Net Capital Rule Ratio 176.46% 410.86% 456.53%

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Type of BusinessBFIT holds four finance licenses as follows:

• Business of finance for commerce• Business of finance for development• Business of finance for disposition and consumption• Business of finance for housing

Moreover, BFIT is approved to act as financial advisor and debenture holder representative, and/or trustee.

BFIT has already separated its securities business to BFIT Securities Co., Ltd. (BFITSEC), a wholly ownsubsidiary of BFIT. BFITSEC holds four securities licenses as follows:

• Business of brokerage for buying and selling of securities• Business of trading in securities• Business of providing investment advice• Business of managing sale of securities

In addition, BFITSEC is allowed to manage provident funds under the private fund license and securities registrar approved by the Office of Securities and Exchange Commission. On March 22, 2002 BFITSEC obtained an approval from the Office of Securities and Exchange Commission to act as financial advisor.

Income StructureConsolidated Financial Statements 2001 2000 1999

Mil. Baht % Mil. Baht % Mil. Baht %Interest and dividend income

Loans and deposits 190.31 37.84 245.60 50.29 299.81 39.87Investments 180.85 35.96 190.10 38.92 191.71 25.50

Total Interest and dividend income 371.16 73.80 435.70 89.21 491.52 65.37

Non-interest incomeBrokerage fees 18.08 3.60 49.46 10.13 179.87 23.92Gain (loss) on investments 74.59 14.83 (33.08) (6.77) 13.16 1.75Fees and services income 33.81 6.72 29.82 6.10 45.94 6.11Gain (loss) on exchange - - - - 14.83 1.97Other income 5.26 1.05 6.51 1.33 6.59 0.88

Total Non-interest income 131.74 26.20 52.71 10.79 260.40 34.63

Total Income 502.90 100.00 488.41 100.00 751.92 100.00

Cost and Financial ChargesConsolidated Financial Statements 2001 2000 1999

Mil. Baht % Mil.Baht % Mil. Baht %Cost and financial charges

Interest expenses 178.89 75.97 225.44 103.39 354.81 64.43Bad debt and doubtful accounts 134.61 157.17 459.68 210.81 347.38 63.08Bad debt recovery (78.04) (33.14) - - - -Loss from debt restructuring - - 0.55 0.25 - -

Reversal entry of doubtful accounts re debts restructuring

- - (467.62) (214.45) (151.52) (27.51)

Total cost and financial charges 235.46 100.00 218.05 100.00 550.67 100.00

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Business OperationThe businesses of BFIT and BFITSEC are separated pursuant to licenses as follows:

Bangkok First Investment & Trust PCL (BFIT)

• Money Market Investment• Commercial Lending and Project Finance• Financial Advisory Services• Debenture Holder Representative• Treasury and Investment in Securities

BFIT Securities Co., Ltd. (BFITSEC)

• Securities Transactions• Bond Dealing• Provident Fund Management Service• Investment Advisory• Financial Advisory Services (Obtained an approval from the Office of SEC on March 22, 2002)• Securities Underwriting• Securities Registrar• Securities Proprietary Trading

BFIT’ s Financial ServicesMoney Market InvestmentBFIT provides investment in the form of deposits in promissory notes for general public, corporate entities,foundations and associations that have surplus fund in the minimum amount of Baht 10,000 upwards withinterest rates that are competitive with money market conditions and with maturities ranging from call toany fixed terms. BFIT’s promissory notes can be used as collaterals for loans and are acceptable by generalfinancial institutions.

Moreover, BFIT also deals in a wide range of commercial papers such as corporate notes, bills of exchange,trade acceptances with or without repurchase agreement for liquidity and for our customers’ benefits.

Commercial Lending

BFIT provides a wide range of commercial loan facilities to its clients, such as, loans for working capitalwith various short-term maturities and/or loans to finance inventory or receivables.

Medium and long term loan facilities are also available to finance expansion or capital expenditures, boththrough direct lending or loan syndication. Interest rates on all facilities can be established at fixed rate orfloating rate through out the life of the facilities.

Project FinanceA well-planned capital structure with acceptable debt to equity ratio is the key to a successful long termundertaking. Professional guidance, planning and structuring are important and contribute to a successful,profitable and financially sound operation.

BFIT can assist in a number of project studies, including planning and evaluation, financial structuring fornewly established entities as well as expansion projects of existing establishments. In addition, BFIT canalso be appointed as financial advisor for the issuance of common shares, preferred shares, warrants,debentures and state enterprise bonds and arranging to sell these securities to both the general public and tospecific institutional investors.

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BFIT’s financial services are not limited to the role of financial consultant or financial advisor. It alsoextends to actual direct funding or arranging funds from other financial institutions or through syndication.The services also extend through BFITSEC for underwriting the issuance of equity shares or debtsinstruments of which BFIT is acting as the financial advisor to ensure the success of fund raising.

Financial Advisory Services

BFIT can provide financial advisory service for public limited companies or private limited companies whodesire to raise fund from the primary market through issuing equity securities, debt instruments or othersecurities via the public offering or the private placement according to the definition of the Securities andExchange Commission as well as listing securities on the Stock Exchange of Thailand. The services alsoinclude conducting of the due diligence and advising the proper fund raising program.

Besides, BFIT is approved to act as a financial advisor for the business take-over, the securities delisting,and other transactions that require an opinion of a financial advisor pursuant to the notification of theSecurities and Exchange Commission and/or the Stock Exchange of Thailand, and the relevant authorities.

Debenture Holder Representative

As a debenture holder representative, BFIT offers service on behalf of debenture holders to monitor theissuer’s compliance with the terms and conditions of the debentures for the benefits of debenture holders.At present, we provide our service to 5 listed companies for debentures amounting to Baht 9,800 million.

Treasury and Investment in Securities

BFIT invests in securities in both primary and secondary market such as common shares, governmentbonds, state enterprise bonds, corporate debentures, bills of exchange, and etc.

BFITSEC’ s Securities Services

Securities TransactionsBFIT Securities Co., Ltd. is the broker numbered 27 in the Stock Exchange of Thailand under theabbreviation “BFITSEC” and provides brokerage services for local and overseas investors. Our experiencedand honest staff serve customers’ needs for fast and convenient service with up-to-date technology andinformation for effective decision-making. Securities trading services include the following:

- Broker and dealer.- Advice to those interested in buying and selling securities.- Securities financing.

Bond DealingBFITSEC is a member of the Thai Bond Dealing Centre number 7 and provides bond dealing service forindividual and juristic investors. The Thai Bond Dealing Centre offers secondary market for bond tradingand improves the liquidity of the debt market.

Provident Fund Management Services

BFIT was one of the two leading finance and securities companies which provided provident fundmanagement services since its inception in 1969. BFIT was also selected by the Ministry of Finance to beone of the first ten authorized fund managers. After the separation of the finance business and securitiesbusiness in accordance with the Ministry of Finance’s policy, BFITSEC obtained private fund license fromthe Ministry of Finance on December 26, 2000. Provident fund management business was transferred fromBFIT to BFITSEC since March 30, 2001. Our provident fund management services include:

- advisory services on legal and tax aspects- establishment and registration services

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- administration services- management services

With more than 30 years experience in providing this service, BFITSEC recognizes that the provident fundwill form an essential part of the members savings to support their livings after retirement or termination ofemployment. In managing the funds, we emphasize on maintaining security and consistent long-termbenefit as the priorities, and we are pleased to have earned the trust and satisfaction from our customers. Atpresent, we manage funds for 259 companies, 12 of which are financial institutions, and we are amongst thetop 10 fund managers in the industry with approximately Baht 10,648 million under management.

Investment Advisory Services

BFITSEC provides investment advisory service by studying and analyzing trends in the economy and theinvestment in the Stock Exchange of Thailand. A report will be issued to the customers, to assist in theirdecision for investment. The professional fee will be charged to both local and international customers onmonthly basis or as prescribed in the contract.

BFITSEC (formerly operated under Bangkok First Investment & Trust PCL) provided the investmentadvisory service to “The Bangkok Fund”, the first foreign fund established overseas and invested in listedcompanies in Thailand. The fund was liquidated in 1999.

Securities Underwriting

BFITSEC (formerly operated under Bangkok First Investment & Trust PCL) has been the pioneer in the development of equity and debt market in Thailand since incorporation 31 years ago. BFITSEC has participated in the establishment of the Stock Exchange of Thailand, the Thai Bond Dealing Center, and Bangkok Stock Dealing Center. With vast experience and well recognized track record in the securities business, BFITSEC can provide a complete range of underwriting services for every type of securities; common and preferred shares, corporate debentures, convertible debentures, warrants and state enterprise bonds. BFITSEC’s placing power and placing strategy for diversified investor groups will ensure thesuccess and optimum diversification of the issue.

Securities Registrar

BFITSEC provides securities registrar service to several entities in both private and public sectors. At present, we provide our service to state enterprises, listed and non-listed companies for state enterprises bonds and corporate debentures amounting to Baht 38,000 million.

Securities Proprietary Trading

From time to time, BFITSEC invest a portion of the surplus funds in a diversified portfolio of investmentsincluding listed and non-listed entities.

Important Changes during the YearAfter a separation of finance and securities businesses in 2000, the Company has conducted financebusiness and other permitted businesses. The subsidiary has conducted securities businesses and otherpermitted businesses. In 2001, the Company transferred provident fund management business and registrarbusiness to the subsidiary on March 30, 2001 and October 1, 2001, respectively.

Moreover, in the fourth quarter of 2001, the Company transferred non-performing loans of Baht 322.35million to Thai Asset Management Corporation (TAMC). This resulted in a considerable decrease in non-performing loans of the Company.

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Industry Situation and Competition

Finance Industry in 2001

Total outstanding loans of the 21 remaining finance companies in industry grew by 15.87 percent over eleven months from January to November 2001, from Baht 147.21 billion to Baht 170.58 billion. The growth figure seemed larger than banking industry because the loan base for finance industry is relatively small when compared with the banking industry. A large portion of this growth is from increases in Hire Purchase loans, which grew by 80.41 percent from Baht 24.13 billion to Baht 43.53 billion over the eleven months period. Due to limited lending opportunities, most finance companies invested their surplus funds into debt instruments such as government bonds and debentures issued by some blue-chip companies in order to increase shareholders’ benefit. Outstanding NPLs in the finance industry amounted to Baht 15.45 billion as of December 31, 2001, or 9.46 percent of total loans in finance industry. This is a significant drop from Baht 34.24 billion at the beginning of the year or 24.29 percent of total loans. This is largely due to successful debt restructuring and transfers of non-performing loans to AMCs and the TAMC.

Competitive Situation

Competition will grow fierce for the remaining 21 finance companies in the sector not including credit fonciers companies. As banks gradually invade the turfs of finance companies, competition would heat up even more in 2002. Among the 21 finance companies, 10 are listed on the Stock Exchange of Thailand. These firms’ credit exposure account for ninety six percent of the loans outstanding as of December 2001, or Baht 157 billion out of industry total of Baht 163 billion. Finance companies may have to change strategy to survive the fierce competition in the banking sector. Some have turned to niche markets, while one has upgraded to restricted bank.

Industry Prospect

The performance of finance companies should improve since the low interest rate trend reduces the cost of financing. In addition, low interest rates also encourage debt restructuring, thereby reduces the NPLs problem. Moreover low interest rates also stimulate new lending, which can be seen from the increase in economic activities such as the increase sales in property, automobile and other commercial activities. However, in comparison, commercial banks are in better position than finance companies to compete due to lower cost of funds. Thus, competition is expected to increase even more in 2002.

Securities Business in 2001

In 2001, the trading volume in the Stock Exchange of Thailand improved, as evidenced by the increased in average daily turnover from Baht 3.74 billion to Baht 6.44 billion, or an increase of 72.19 percent when compared with the previous year, while the SET index improved 34.66 points from 269.19 at the end of 2000. The investment sentiment benefited from a political environment that has stabilized and better performance of listed companies in addition to the government stimulus such as the listing of state enterprises in the stock exchange, and the prevailing low interest rate had drawn investors both local and foreign to invest in the SET again.

Competitive Situation

The liberalization of commission from fixed rate heightened competition in the industry causing some brokerage houses to resort to price cutting in order to compete and survive. At the same time, operating cost cutting measures were vigorously undertaken, while mergers and consolidation were seen. At the end of 2001, there remained 27 members of the SET, a reduction by one broker from 28 members in 2000. The top 10 members in total have a market share of 57.62 percent by volume.

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Industry Prospect

Effective January 14, 2002, the SET has announced a change in brokerage commission from free negotiation to a minimum rate of 0.25 percent for general customers and 0.20 percent for internet trading. At the same time, the SET requires the securities companies to improve their services through better research and analysis. On the supply side, the government shows strong to support to improve investment in the equity market through privatization and listing of state enterprises in the SET. This will increase the market capitalization and attract both local and foreign investors. The government also amended the Public Company Act by aborting the minimum limitation on par value and permitting public companies to use share premium, general reserves and legal reserve to offset retained losses. On the demand side, the government has set up a number of funds both local and foreign to invest in the SET. Given all these factors and the prevailing low interest rate, it is expected that the investment sentiment in 2002 when compared with the situation in 2001, would be much improved.

However, competition in the securities business would still be keen, and the industry would see more mergers, or even takeover by new operators. Also, the SET Board has permitted sub-brokers to upgrade to member of the SET by paying additional license fee which is not high when compare to the expected trading volume this year. Due to the fierce competition, brokers must adapt themselves, with respect to service offer to customers, provide quality research, implement cost control measures, and diversify revenue source to other fee based income in order to survive and prosper.

Risk FactorsThe following risk factors might affect the issuer and the holders of securities of the issuer:

External Risk Factors: these might comprise of influence of global economic conditions such as theslowdown in the US and Japan economy which might have negative impacts on Thailand’s exports andGDP growth. Political risks and volatile oil prices within the country and from abroad could also affect thecountry. Any change in the local rules and regulations as stipulated by the Bank of Thailand, the Office ofSecurities and Exchange Commission and the Stock Exchange of Thailand also are considered risks thatare beyond the control of any company.

Internal Risk Factors: the degree of the internal risks are variable:

1. Interest Rate: Interest rate volatility can normally affect the interest spread. The larger the interest spread the higher the net earnings for the company. If the interest spread is low due to excess liquidity and when lending must be carefully monitored, the company will have lower bargaining power, and hence can also have negative impacts on the earnings. Nevertheless, the company is closely monitoring the interest rate movement in order to effectively set the most suitable strategy of fixing both the lending and deposit rates.

Interest rate volatility also affects investments in debt instruments such as bonds and debentures. If the market interest rates move higher, the expected returns on the investments in bonds would also increase. Hence, the market price of the bonds would fall. Under such situation, the company might choose to reduce its risks exposure via adjustment to the duration of the bonds portfolio and selecting good quality bonds that have liquidity for trading.

As at the end of 2001, the company’s investments in both short-term and long-term bonds were Baht 1,814 million. If the market interest rates rise or fall by 1.00 percent it would affect the market value of the bonds portfolio by 2.55 percent of the investment value in opposite direction. However, if the company holds the bonds until maturity the value of the investment in the bonds will not be affected by the interest rate volatility.

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In addition, the company also has investments in bonds that are intended to hold until redemption worthBaht 1,213 million. In this case, interest rate volatility does not have any effect on the company’saccounting. The yield of the investment will be equivalent to the rate of return on the investment.

2. Lending Risk: This arises from loans that default in payment of interest or principal, effectivelybecoming a non-performing loan resulting from losses incurred by the debtor due to several factorsincluding an economic slump, the fall of purchasing power of consumers, or excess production capacity.

Hence, the company has to adopted conservative lending policy covering all its lending activities. Lendingis focused on medium to large corporations which normally have lesser financial risks than the smallbusiness operators and individual borrowers. The company utilizes its credit analysts who scrutinize thecustomers’ financial status and make proposals to the credit committee for final credit approval. The line ofauthority and credit approval process is clearly defined. In order to reduce the concentration risk in anyparticular industry, the company adopts the credit policy of lending out to several industries that have highgrowth potential. This credit policy is also in line with the rules and regulations as stipulated by the Bankof Thailand.

Notwithstanding the fact that the company has been adopting a proactive policy in risk management through a credit committee, all doubtful accounts are closely monitored. The company’s debt restructuring committee is ready to resolve and speed the recovery of non-performing loans and to provide assistance for all doubtful accounts. If the company needs to set aside provisions it will carry out this strictly in accordance with the Bank of Thailand requirements. In some cases, the company has even surpassed the requirement of setting the provision which indicates its proactive and conservative role in taking on such action.

3. Foreign Exchange: The depreciation of the Baht can have adverse effects on the company’s foreign debt obligations. The larger the depreciation the higher the value of the debts. Presently, the company does not have any foreign exchange risks as there are no foreign currency debts. The company had fully written down the only investment in a non-listed equity which is denominated in foreign currency.

4. Capital Adequacy: The company’s capital fund is primarily used for extending new credits and for making further investments through the most proper and effective allocation of funds. The company maintains a capital-to-risk assets ratio which is higher than that required by the Bank of Thailand. The capital adequacy risk factor is closely monitored on a daily basis by the responsible credit control section of the loan and placement department which checks and re-examines the outstanding balance to ensure that they are in line with the approved credit.

The company’s investment in equity are monitored so that the value of the initial investment cost does notexceed 60 percent of the capital fund at any one time, excluding those equity that have been derived fromdebt restructuring. To control the single credit risk factor, the company also factors in the investment inequity and debts instrument with credit extension. The responsible credit officer must make sure that thetotal exposure of each customer does not exceed that required by the Bank of Thailand.

As at the end of 2001, the company’s capital-to-risk assets ratio was at a high level of 18.68 percent, incomparison with the Bank of Thailand’s requirement of 8.0 percent. Hence, there is more than sufficientcapital adequacy for new lending and further investments, including provisions for assets deterioration inthe foreseeable future.

However, the Bank of Thailand requires that the shareholders’ equity position should at no time be less than 75 percent of paid-up capital. Should the capital fund fall below the 75 percent level of the company’s paid-up capital, the Bank of Thailand prohibits the company to borrow new funds or to take deposits from the public, unless a special approval has been given. As a precaution to reduce such risks, the company has obtained approval from its shareholders and also from the Bank of Thailand and has resolved to raise the registered capital by another 45 million shares with a par value of 10 baht. The company can call for this new issues to be paid up until the end of 2003.

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5. Mismatch between Source of Funds and Utilization of Funds: A mismatch between the source of funds and utilization of funds could affect the liquidity of the company. As at the end of 2001, the company’s major source of funds came from deposits. Of this, 84.3 percent are deposits with a duration of less than 12 months which is quite typical within the industry. Whereas, about 43.3 percent of the company’s lending is longer than one-year period and is mainly concentrated in the manufacturing and commerce sectors. Although most of the deposits are short term, a majority of them are rolled over automatically uponmaturity, hence providing the company with a steady source of funds. The company’s success in increasing its depositor base for the over 12-month deposit accounts from 6.10 percent of total deposits in 2000 to 15.73 percent in 2001 helped to minimize the impact on mismatch between its source and uses of funds.

6. Liquidity Risk: A liquidity risk will arise when the company cannot make payment on its debt when it is due. The company utilizes a risk control system that complies with the Bank of Thailand requirement that states that liquid assets must be maintained at not less than 6 percent of the company’s total borrowings from the public, both domestic and overseas. These liquid assets can be cash deposits with the Bank of Thailand, government and state enterprise bond holdings and cash deposits at locally-registered financial institutions.

When there is a need for cash, for example in case of debt repayment on the promissory notes at expiration or expansion of new credits, the responsible department will know in advance and will maintain sufficient liquidity for such matters. By reviewing the daily financial status report, the company is able to effectively manage its liquidity. In an emergency case or there is no advance notice, the company has established an emergency backup account with financial institution to provide liquidity. However, given the current excess liquidity in the market, the company does not have any liquidity problem. As at December 31, 2001 the company’s liquidity ratio was at 31 percent of outstanding borrowings and deposits.

7. Market Volatility Risk: Stock market volatility that has an negative impact on the SET Index and trading turnover will bear directly on the brokering business income and weigh on the company’s investment portfolio. There can also be repercussions to the financial advisory business income which might decline. The combination of negative factors put pressure on the management to search for new sources of income that are within the legal limits, and to reduce expenditures that are deemed unnecessary. Staff rotation instead of new recruits are the norm in the present industry situation.

8.Risk arising from investing in listed securities : The majority of company’s investment in shares are non-listed companies’ shares with some listed shares acquiring from debt restructuring. Direct investment in listed securities is done through BFITSEC. This type of investment has the risk of market price volatility as adjustment to the pricing in every accounting period is required to account for market valuation. However, the majority of these investments are focused on listed securities with sound fundamentals and those that pay dividends. Hence, the effects of market price volatility is somewhat minimal. Moreover, the investment committee also has a policy to stop loss when the listed security’s share price falls below a designated level, in order to prevent further losses from incurring.

9. Risk arising from reliance on large customers : The securities brokerage business has the risk of being reliant on large customers as the 10 largest customers make up a significantly high proportion of the trading turnover in relation to the total trading volume. If the company were to lose this group of value customers then its income from securities brokerage business will be affected. Hence, there is a policy to reduce risks arising from concentrating in any one group of customers. This will be done through expanding the customer base via the means of internet trading, for example, and educating and providing up-to-date information for the marketing officers. In addition, there might be new recruits to provide more effective assistance to the existing marketing staffs during the time when the market trend is positive.

10. Competition Risk: Mergers and business closure of several brokerage firms have left behind a number of licenses for sale. In addition, sub-brokers will be allowed to upgrade to member of the SET if they pay the fees as required by the SET. Hence, if the market environment improves the brokering business will

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have more competitors. Under such situation, the company will try to reduce its risks in the future competitive environment through the expansion of its customer base and strengthen services to customers.

11. Management Risk: The majority of management executives have been employed with the company for a long time and possess high experience and knowledge about the nature of the business. The fact that the management has steered the company through the economic crisis of the past few years has been evident. In accordance with the company policy of decentralization the management has continued to provide and transfer knowledge and experience to the mid-level management officers in attempting to reduce risks.

12. IT System Risks: A modern IT system-linked database with high accuracy and timely service is very crucial in the decision-making process for the day-to-day business operation amid the intense competition in the industry. Such system is designed as follows:

12.1 Workflow and Database: These have been developed internally by the company’s staffs who have been responsible for the efficiency and effectiveness of the systems to provide support for all the needs of the end-users. Concurrently, the IT system is being upgraded on a continual basis and in line with local industry standards to underpin the increasing demand and competitive edge of the securities business.

12.2 System Hardware: The company has set up a contingency backup plan for all its computer hardwares including the peripheral equipment. A back-up system has been developed to safeguard the company’s databases. A set of stand-by computer system is available in the event that the central computer system fails, so that the daily business operation would not be affected.

12.3 System Network: A modern local area network (LAN) system is currently in use to provide interactive on-line access for all users within the company. A network firewall is also in place to prevent any illegal entry. Moreover, the company's system network has the capability to link up with other outside sources such as the Stock Exchange of Thailand and the Bank of Thailand. A contingency plan and a backup system network have been prepared and would be ready to provide support and ensure that the daily business operation can run smoothly should the existing LAN network faces a link-up difficulty with the external sources.

12.4 Trained Staffs: The company has well-trained and skilled IT staffs who continue to receive support from the management in terms of training and workshop attendance in order to lift each staff member's efficiency and knowledge about this fast-changing global technology.

13. Risk arising from staffs: The majority of staffs have been employed with the company for a long time and have accumulated extensive professional experience. However, given the highly competitive nature of the company's business amid the fast-changing investment conditions over the past few years, some staffs might find it difficult to adjust to the changes. Hence, the company has introduced a policy to provide training and orientation for further development of its human resources. New staffs with special skills and knowledge are also being recruited to help lift the efficiency of the business operation.

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Management

Management StructureThe company has 3 committees comprising of the board of directors, the executive committee, and the audit committee.

Authority of Board of Directors

The board of directors, in conducting the business of the company, shall comply with all laws, the objectsand the articles of association of the company, and the resolutions of the shareholders’ meeting, andsummon a general meeting of shareholders and an extraordinary general meeting. However, in case anyactivities require, pursuant to relevant rules and regulations, the approval of the shareholders beforeentering into such transactions, the board of directors shall comply with such rules and regulations.

As of December 31, 2001, the company has an advisor and a board of directors comprising of 8 directors.All of them have no kinship. List of the board of directors is as follows:

Advisor to the Board of Directors

1. Mr. Choedchu Sophonpanich

The Board of Directors

1. Mr. Paisal Sricharatchanya Chairman of Board of Directors

2. Mr. Pramote Pasuwat Director and Independent Director

3. Mr. Pradit Rodloytuk Director and Independent Director

4. Dr. Natthapachara Chiarawongse Director

5. Mr. Chokechai Tanpoonsinthana Director and Managing Director

6. Mr. Samuel Shih Director and Deputy Managing Director

7. Mr. Kah-Hua Yeo Director

8. Mr. Puck Bhengsri Director and Secretary

Authority of Executive Committee

The executive committee shall have the power to manage the business and the operations of the companyas specified under Article 26 and subject to the discretion of the board of directors.

As of December 31, 2001, the executive committee comprised of 2 directors as follows:

1. Mr. Samuel Shih Chairman of Executive Committee

2. Mr. Chokechai Tanpoonsinthana Member of Executive Committee

Authority and Responsibilities of Audit CommitteeThe audit committee has the scope of duties and responsibilities as set forth by the board of directors asfollows:

• Oversee the company’s financial reporting process in which the financial statements must becorrect, sufficient, and credible;

• Ensure that the company has adequate and effective internal control system;

• Select the auditor and fix their remuneration;

• Ensure that the company performs in compliance with all relevant laws and regulations;

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• Ensure that the company does not engage in any activities that may lead to a possible conflict ofinterest.

• Operate any duties assigned by the board of directors; and

• Prepare an audit committee report and disclose in the company’s annual report.

As of December 31, 2001, the audit committee comprised of 3 members as follows:

1. Mr. Pramote Pasuwat Chairman of the Audit Committee

2. Mr. Pradit Rodloytuk Member of the Audit Committee

3. Dr. Natthapachara Chiarawongse Member of the Audit Committee

Recruitment of Directors and ExecutivesThe company has no nominating committee. The recruitment process in appointing a director or anexecutive is as follows:

Component and Appointment of the Board of DirectorsAccording to the articles of association of the company, the board of directors shall comprise of not morethan 11 directors, provided that at least half of all directors must have their resident in Thailand.

The directors shall be elected at the general meeting of shareholders, provided that each shareholder shallhave a number of votes equal to one share per one vote. Each shareholder shall exercise all the votes he hasto elect one or more persons as directors but he shall not split his votes in favor of any candidates. Theperson receiving the highest number of votes in the respective order of the votes shall be elected asdirectors up to the total number of directors required or to be elected at such time. In the event that anumber of persons received an equal number of votes for the last directorship exceeds the number ofdirectors the company required or to be elected at such time, the chairman of the meeting shall have acasting vote. At every annual general meeting, one-third, or the number nearest to one-third, of thedirectors shall retire from office.

Component and Appointment of the Executive Committee

According to the articles of association of the company, the executive committee shall comprise of 5

members nominated by the board of directors.Component and Appointment of the Audit Committee

The board of directors shall appoint the audit committee who meet all the qualifications prescribed by theStock Exchange of Thailand. The term of service of the audit committee is 3 years.

Appointment of Assistant Managing Director or Higher Level

Such appointments shall be approved by the board of directors.

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The Board of Directors as of December 31, 2001Name Education Experience Number of shareheld

As of Dec 31, 2001 Increase (Decrease)

During the year

1. Mr. Paisal SricharatchanyaChairman of the Board

- Assumption Commercial College 2000 – Present Chairman of the BoardBangkok First Investment & Trust Public Company Limited

1998 – Present News CommentatorBangkok Broadcasting & Television (Channel 7)

1994 – 2000 Director and Independent DirectorBangkok First Investment & Trust Public Company Limited

1997 – 1998 Executive Chairman and Managing Director in chargeWattachak Public Company Limited

1994 - 1996 Managing DirectorSiam Post Company Limited

1989 – 1994 Editor-in –ChiefThe Bangkok Post

- -

2. Mr. Pramote PasuwatDirector andIndependent DirectorChairman of the Audit Committee

- B.A. (Accounting) Thammasat University

2000 - Present Director and Chairman of the Audit CommitteeBangkok First Investment & Trust Public Company Limited

1962 - 1999 EVP and Director for Provincial Retail Banking GroupSVP in charge – Audit DepartmentVP & Manager – Audit DepartmentSection Chief Officers – Audit DepartmentBangkok Bank Public Company Limited

- -

3. Mr. Pradit RodloytukDirector andIndependent DirectorMember of the Audit Committee

- M.B.A. (Accounting) Thammasat University

2000 - Present Director and Member of the Audit CommitteeBangkok First Investment & Trust Public Company Limited

1996 – Present Executive DirectorSynmunkong Insurance Public Company Limited

1991 - Present CPA (Thailand) PartnerAST Master Company Limited

- -

4. Dr. Natthapachara ChiarawongsDirectorMember of the Audit Committee

- Ph.D. (Computer Science and Engineering) M.SE. (Computer Information and Control Engineering) University of Michigan, U.S.A.- B.S. (Computer Engineerign), Chulalongkorn University

1998 - Present DirectorBangkok First Investment & Trust Public Company Limited

1993 - Present Senior Vice President, Foreign Exchange Trading DepartmentBangkok Bank Public Company Limited

300 -

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Name Education Experience Number of shareheld

As of Dec 31, 2001 Increase (Decrease)

During the year

5. Mr. Chokechai TanpoonsinthanaDirector and Managing DirectorMember of the ExecutiveCommittee

- Director Certification Program class 3/2000 Thai Institute of Director- M.B.A. (Quantitative Analysis & Finance)- M.S. (Civil Engineering) University of Wisconsin (Madison Campus)- B.E. (Civil Engineering), Chulalongkorn University

2000 - Present Director and Managing DirectorBangkok First Investment & Trust Public Company Limited

2000 - Present Authorized DirectorBFIT Securities Company Limited

2000 - Present Director and Member of the Audit CommitteeThai Stanley Electric Public Company Limited

2000 - Present DirectorThailand Securities Depository Company Limited.

1998 – Present GovernorThe Stock Exchange of Thailand

1998 - Present Director and Secretary GeneralAssociation of Finance Companies

1998 – 1998 Executive Director and DirectorThe Thai Bond Dealing Centre

1991 – 2000 Director and Assistant Managing DirectorBangkok First Investment & Trust Public Company Limited

90,000 -

6. Mr. Samuel ShihDirector andDeputy Managing DirectorChairman of the Executive Committee

- Bachelor of Business (Banking) Tamkang University, Teipei, Taiwan

1999 – Present Director and Deputy Managing DirectorBangkok First Investment & Trust Public Company Limited

2000 – Present Authorized DirectorBFIT Securities Company Limited

1999 – Present Vice President, Oversea Business DepartmentChina Development Industrial Bank Inc.

1997 - 1999 Branch ManagerRepublic National Bank, Teipei Branch

1996 - 1997 Marketing ManagerBangkok Bank, Shanghai, China

1994 - 1996 Branch ManagerStandard Chartered Bank, Xiamen, China

- -

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Name Education Experience Number of shareheld

As of Dec 31, 2001 Increase (Decrease)

During the year

7. Mr. Kah Hua YeoDirector

- B.A. (Marketing) National University of Singapore

2000 - Present DirectorBangkok First Investment & Trust Public Company Limited

2000 - Present Chairman of the Board and Managing DirectorBFIT Securities Company Limited

1999 - Present Vice President, Oversea Business DepartmentChina Development Industrial Bank Inc.

2000 - 2000 Managing Director – Securities BusinessBangkok First Investment & Trust Public Company Limited

1999 - 2000 Director and Assistant Managing DirectorBangkok First Investment & Trust Public Company Limited

1998 - 1999 General ManagerRoyal Bank of Canada,Teipei Branch

1996 - 1997 Branch ManagerRoyal Bank Of Canada, Shanghai Branch

1994 – 1996 Managing DirectorRoyal Bank of Canada (Asia) Limited

- -

8. Mr. Puck BhengsriDirector and Secretary

- M.S. (Investment), Pace University, New York- M.B.A., Long Island University, New York- B.A. (Accounting), Chulalongkorn University

2000 - Present DirectorBangkok First Investment & Trust Public Company Limited

2000 - Present Director and Deputy Managing DirectorBFIT Securities Company Limited

1999 - 2000 Assistant Managing DirectorBangkok First Investment & Trust Public Company Limited

1993 - 1999 Director and Manager of Corporate Finance DepartmentBangkok First Investment & Trust Public Company Limited

5,600 -

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Management as of December 31, 2001Name/Position Education Experience Number of shareheld

As of Dec 31, 2001 Increase (Decrease)

During the year

1. Mr. Chokechai TanpoonsinthanaDirector and Managing DirectorMember of the ExecutiveCommittee

- Director Certification Program class 3/2000 Thai Institute of Director- M.B.A. (Quantitative Analysis & Finance)- M.S. (Civil Engineering) University of Wisconsin (Madison Campus)- B.E. (Civil Engineering), Chulalongkorn University

2000 - Present Director and Managing DirectorBangkok First Investment & Trust Public Company Limited

2000 - Present Authorized DirectorBFIT Securities Company Limited

2000 - Present Director and Member of the Audit CommitteeThai Stanley Electric Public Company Limited

2000 - Present DirectorThailand Securities Depository Company Limited

1998 – Present GovernorThe Stock Exchange of Thailand

1998 - Present Director and Secretary GeneralAssociation of Finance Companies

1998 - 1998 Executive Director and DirectorThe Thai Bond Dealing Centre

1991 - 2000 Director and Assistant Managing DirectorBangkok First Investment & Trust Public Company Limited

90,000 -

2. Mr. Samuel Shih Director and Deputy Managing Director Chairman of the Executive Committee

- Bachelor of Business (Banking) Tamkang University, Teipei, Taiwan

1999 - Present Director and Deputy Managing DirectorBangkok First Investment & Trust Public Company Limited

2000 - Present Authorized DirectorBFIT Securities Company Limited

1999 - Present Vice President, Oversea Business DepartmentChina Development Industrial Bank Inc.

1997 - 1999 Branch ManagerRepublic National Bank, Teipei Branch

1996 - 1997 Marketing ManagerBangkok Bank, Shanghai, China

1994 - 1996 Branch ManagerStandard Chartered Bank, Xiamen, China

- -

3. Miss Aruvarn Tiewtranon Senior Vice President Investment Advisory Department

- B.S. in B.A.(Accounting) Youngstown State University, Ohio, U.S.A.

2000 - Present Senior Vice President, Investment Advisory DepartmentBangkok First Investment & Trust Public Company Limited

1996 - 2000 Vice President and Manager, Investment Advisory Department Bangkok First Investment & Trust Public Company Limited

3,184,000 -

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Name/Position Education Experience Number of shareheld

As of Dec 31, 2001 Increase (Decrease)

During the year

4. Mr. Ovart Phanprechakij Vice President Credit Department

- M.B.A. (Finance) Roosvelt University of Chicago, Illinois, U.S.A.- B.A. - Commerce (Finance and Banking) Thammasat University

1991 – Present Vice President, Credit Department Bangkok First Investment & Trust Public Company Limited

40,000 -

5. Mr.Thanasarn Ampatemee Assistant Vice President Credit Department

- M.B.A. (Finance) University of Detroit, U.S.A.- B.S. (Economics and Business Administration) Mc Pherson College, U.S.A.

1991 – Present Assistant Vice President, Credit Department Bangkok First Investment & Trust Public Company Limited

1,727 -

6. Mrs. Choochit Teyateeti Assistant Vice President Credit Department

- M.B.A. (Business) University of Missouri, Columbia, U.SA.- B.A. (Accounting) Thammasat University

2000 - Present Assistant Vice President, Credit DepartmentBangkok First Investment & Trust Public Company Limited

1992 - 2000 Credit Officer, Credit Department Bangkok First Investment & Trust Public Company Limited

- -

7. Mr.Manop Himakorn Vice President Operation Department

- B.A. (Accounting)- B.A. (Commerce) Thammasat University

2000 - Present Vice President, Operation Department Bangkok First Investment & Trust Public Company Limited1990 - 2000 Manager, Operation Department

Bangkok First Investment & Trust Public Company Limited

- -

8. Mrs. Numpetch Sabaichai Assistant Vice President Personnel Department

- B.A - Commerce (Finance and Banking) Thammasat University

2000 – Present Assistant Vice President, Personnel DepartmentBangkok First Investment & Trust Public Company Limited

1991 - 2000 Manager, Personnel Department Bangkok First Investment & Trust Public Company Limited

- -

9. Miss Wimon Chiramongkolgarn Assistant Vice President Information Technology Department

- M.S. (CIS) Assumption University- B.S. (Statistics) Thammasat University

2000 – Present Assistant Vice President, Information Technology DepartmentBangkok First Investment & Trust Public Company Limited

1991 – 2000 Supervisor, Computer DepartmentBangkok First Investment & Trust Public Company Limited

1,000 -

10. Miss Yuphadee Tulanonda Manager Treasury Department

- B.A. (Economics) Thammasat University

2000 - Present Manager, Treasury DepartmentBangkok First Investment & Trust Public Company Limited

1990 – 2000 Treasury OfficerBangkok First Investment & Trust Public Company Limited

4,000 -

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Name/Position Education Experience Number of shareheld

As of Dec 31, 2001 Increase (Decrease)

During the year

11. Mrs.Sirisook Chutanondha Manager Trustee Department

- Bachelor of Laws Ramkhamhaeng University- B.A. (Economics) Thammasat University

2000 - Present Manager, Trustee Dept.Bangkok First Investment & Trust Public Company Limited

1998 - 1999 Supervisor, Debentureholder Representative Division,Operation DepartmentBangkok First Investment & Trust Public Company Limited

1986 – 1998 Supervisor, Credit Division, Operation DepartmentBangkok First Investment & Trust Public Company Limited

2,700 -

12. Mr.Kanokporn Liewsuwan Manager Legal Department

- Bachelor of Laws Ramkhamhaeng University

2000 – Present Manager, Legal DepartmentBangkok First Investment & Trust Public Company Limited

1989 - 2000 Legal OfficerBangkok First Investment & Trust Public Company Limited

- -

13. Mr.Yingyong Sunkatiprapha Manager Audit Department

- B.A. (Accounting) Thammasat University

2000 - Present Manager, Audit DepartmentBangkok First Investment & Trust Public Company Limited

1993 – 2000 Internal AuditorBangkok First Investment & Trust Public Company Limited

- -

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Board of Directors of BFIT Securities Co., Ltd. – the subsidiary of the CompanyAs of December 31, 2001, the board of directors comprised four directors as follows:

1. Mr. Kah-Hua Yeo Chairman and Managing Director

2. Mr. Chokechai Tanpoonsinthana Director

3. Mr. Samuel Shih Director

4. Mr. Puck Bhengsri Director and Deputy Managing Director

Executives of BFIT Securities Co., Ltd.As of December 31, 2001, all of executives are as follows:

1. Mr. Kah-Hua Yeo Managing Director

2. Mr. Puck Bhengsri Deputy Managing Director

3. Mr. Attapoom Nawbhanich(Resigned on January 1,2002)

Senior Vice President Securities Trading BusinessDepartment

4. Ms.Praemrudee Switachata(Retired on December 31,2001,at present act as Advisor)

Senior Vice President Provident Fund Marketing and ClientService Department

5. Mr. Seri Chirasawadi Vice President Provident Fund Investment Department

6. Mr. Pranai Tanthasesthi(Started on January 1, 2002)

Vice President Provident Fund Investment Department

7. Mr. Thanatorn Benjapataranon Vice President Information Technology Department

8. Ms. Suriya Satawan Vice President Operation Department

9 Ms. Sirirat Wongwattana Assistant Vice President Research Department

10. Mr. Sittha Siripanich Manager Personnel Department

11. Mr. Wittaya Punchanavanich Manager Compliance Department

Interest of Directors in any Contracts Made by the Company during the Year 2001The company has an overdraft facility agreement with Bangkok Bank Public Company Limited of which Dr. Natthapachara Chiarawongse, a director, is a Senior Vice President of Foreign Exchange Trading Department.

Remuneration of Directors and ExecutivesRemuneration to Members of the Board of DirectorsIn 2001, the remuneration to members of the board of directors are as follows:

Names of Directors Remuneration (Baht)

BoardMember

Audit CommitteeMember

1 Mr. Paisal Sricharatchanya 1,318,614.52 1)

2 Mr. Pramote Pasuwat 100,000.00 150,000.00

3 Mr. Pradit Rodloytuk 100,000.00 150,000.00

4 Dr. Natthapachara Chiarawongse 100,000.00 150,000.00

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5 Mr. Chokechai Tanpoonsinthana 100,000.00

6 Mr. Samuel Shih 100,000.00

7 Mr. Kah-Hua Yeo 100,000.00

8 Mr. Puck Bhengsri 100,000.00

9 Mr. Benny Ting-Wu Hu (resigned during 2001) 100,000.00

10 Mr. George So (resigned during 2001) 100,000.00

Total 2,218,614.52 450,000.001) Inclusive of Baht 318,614.52 remuneration paid to Mr.Paisal Sricharatchanya for the year 2000

Remuneration to Members of the Board of Directors of BFIT Securities Co., Ltd.- None -

Remuneration to Executives of the Company

Salary and Bonus (15 persons) 19,832,587 Baht

Contributions to Provident Fund (14 persons) 789,383 Baht

Other 55,000 Baht

Total 20,676,970 Baht

Remuneration to Executives of BFIT Securities Co., Ltd.

Salary and Bonus (12 persons) 16,707,898 Baht

Contributions to Provident Fund (11 persons) 605,839 Baht

Other 45,057 Baht

Total 17,358,794 Baht

Other Remuneration to Executives of the Company and Its Subsidiary

- None -

Corporate GovernanceThe audit committee is one of the instruments of the board of directors in promoting good corporategovernance of the company. The qualifications and the duties and responsibilities of the audit committeemust be complied with the notification of the Stock Exchange of Thailand.

The audit committee shall comprise of a sufficient number of independent directors or outside directors sothat it will strengthen the counterbalance of the board of directors. Every director is able to demonstrateindependent judgement.

The board of directors shall conduct their duties honestly, comply with all laws, the objects and the articlesof association of the company, as well as the resolution of the shareholders’ meeting in good faith and withcare to preserve the interest of the company. Besides, the board of directors shall implement and direct thecompany’s policies, as well as monitor and supervise the management to conduct the business efficientlyand effectively. The board of directors must conduct themselves honestly and with integrity and run thebusiness with the competence, knowledge, and experience. Furthermore, the board of directors isaccountable for preserving the shareholders’ rights and interests, and clearly and fully disclosinginformation. The board of directors has concerned about the code of best practice of directors of listedcompanies to strengthen the confidence of the shareholders, investors, and other related parties.

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Control of Internal Information UsageThe company and its subsidiary have a policy and measure to prevent a conflict of interest that may arisefrom utilizing the internal information. The organization structure and the scope of power and duties areclearly prescribed. The sections that the conflict of interest may occur are separated. The internal controldepartment and the compliance department are directly and independently reported to the managingdirector and the board of directors. The risk and control unit was set up to review and keep safe record ofany contracts pursuant to the “information control and safe keeping standard”.

In addition, directors and executives are responsible for reporting their securities holding according to theSecurities and Exchange Act B.E. 2535, section 246, and relevant notification of the Office of Securitiesand Exchange Commission. The compliance department is also responsible for monitoring the dailysecurities trading of executives and employees.

The company has set penal provisions for employees who contravenes or fails to comply with the rules byissuing a written caution, cutting the salary, reducing or cutting the bonus, freezing the salary, anddismissing an employee.

The aforementioned policy and measure to prevent the conflict of interest and the rules and regulationregarding the information control are able to manipulate executives and employees not to use internalinformation for their own or other benefits. As a result, the company does not set out a specific policy forexecutives as well as the securities trading of the company during one month before disclosing financialstatements to the public.

Internal ControlThe board of directors had an opinion that the internal control systems of the company are sufficient andappropriate comparing with the size of the Company. The opinion is summarized as follows:

Section 1: Organizational Control and Environmental Measure

The organizational structure and the scope of authorities and duties are clearly prescribed. The company’soperations are supervised by the managing director and executive committee. The company set up jobdescriptions and the rules and regulations regarding the discipline, code of ethics, as well as the penaltyprovisions. In addition, the company implements a measure to prevent the conflict of interests foremployees in the areas where such conflicts may occur.

Moreover, the working manual is set up in order to be a principle for existing employees and a guidelinefor new employees and to facilitate the internal control and audit. However, the working manual will berevised when it is necessary eg. upon any amendment of relevant rules and regulations.

The company also encourages the knowledge and skill enhancement through internal and external trainingto strengthen the efficiency of employees.

Section 2: Risk Management Measures

The company does not have the risk management committee. Therefore, the assessment and analysis ofinternal and external risk factors that may affect the company’s operations and the risk management, riskmeasurement, and risk mitigation are carried out by the managing director not by a committee. However,the company has had a policy to carefully run its business and not to expand business in a high risksituation. Besides, the managing director and the board of directors have managed risk via a direct reportor other committees.

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Section 3: Management Control Activities

The scope of authorities and duties and the credit facility approval level are properly stipulated. Thecompany has risk control such as investment policy and regulation, which limits investment in each kind ofsecurities and determines stop loss limit level to control risk.

Besides, the company separates the responsibilities regarding authorization, accounting recording, andcustody from each other for a proper check and balance.

In case where the company transacts with major shareholders, directors, executives and related persons, thetransactions must be approved by the authorized persons who have no interests in such transactions. Theapproval is considered at the best interests of the company where no parties are being treated differentlyfrom general clients.

The company endeavors to comply with all laws at all times. In the latest fiscal year, the company had nooperation that violated any laws and regulations.

Section 4: Information and Communication Measures

The company has kept safe records of accounting information by categories. Moreover, for a reliablefinancial statement, the company has been using the generally accepted accounting principles, providedthat before distributing to public, the financial statements are audited or reviewed by the certified publicaccountants who are approved by the Bank of Thailand and the Office of Securities and ExchangeCommission.

For the board of directors’ meeting, the company submits the notice summoning the meetings includingimportant information for the board of directors consideration on average at least 7 days before themeeting. The minutes of the board of directors meeting are issued after the meeting.

Section 5: Monitoring System

The company started a one year business plan since year 2000 and has compared the corporateperformance to the business goal. Should the actual performance does not meet the stipulated goal, thecompany attempts to find the course of action to improve the performance in a proper period. Furthermore,for monitoring and governing of BFIT Securities Company Limited, all four directors of BFIT SecuritiesCompany Limited are also directors of the company.

The board of directors set up the audit committee in March 1999 so that the internal audit can be doneindependently and efficiently. The audit committee shall independently oversee and review the company’sfinancial reports and ensure that the company has adequate and effective internal control system.Moreover, the audit committee oversees the company to comply with related rules, regulations and lawsand not to have a conflict of interest. That is, the audit committee has had meetings with management,auditors and an internal audit function in order to consider any responsible issue.

Related Party TransactionsThe Company and its subsidiary have no policies to encourage transactions between related parties. In casethere is any transaction, the conditions would be the same as for other normal business transactions exceptloans to employees of the Company and those of it subsidiary which were parts of the fringe benefits toemployees. In the year 2001, related party transactions of the Company and its subsidiary were disclosed inthe Notes to Financial Statements No.23 which were summarized as follows:

Transaction occurring with related parties during the year 2001

Borrowings and Deposits- Outstanding balance at the end of the year Baht 33.7 million- Average outstanding balance Baht 36.7 million

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- Interest expense Baht 1.2 million- Pricing policy Market rate- Relationship one of the Company’s director is a director of such juristic

person.

Transaction occurring with executives from departmental manager level upward during the year 2001

Borrowings and Deposits- Outstanding balance at the end of the year Baht 24.9 million- Average outstanding balance Baht 24.0 million- Interest expense Baht 0.77 million- Pricing policy Market rate

Loans- Outstanding balance at the end of the year Baht 2.5 million- Average outstanding balance Baht 2.5 million- Interest income Baht 0.05 million- Pricing policy the lending was part of the fringe benefits to employees.

For loans that were not related to automobile purchases, the interest rate for each year was fixed at the deposit rate of 12-month promissory note as of 1 January of that year. No interest is charged on loans for automobile purchases.

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Explanation and Analysis of The Financial Status and OperationalPerformanceSummary of Operational PerformanceThe company’s consolidated financial statements in 2001 showed a net profit of Baht 67.25 million,compared to a net profit of Baht 77.06 million in 2000, a 12.73 percent decrease. The main reason for thedecrease was lower net interest income from finance business and brokerage income from securitiesbusinesses. The finance business had set aside net provisions more than the previous year while thesecurities business, faced with fierce competition consequent to full liberalization of commission, suffereda heavy drop in brokerage income, although it generated significant gains in investment.

Income Structure

Major income of the company comprised of interest and dividend income and non-interest income. In2001, the company’s total income were recorded at Baht 502.90 million, a 2.97 percent increase from Baht488.41 million in 2000, details of the income were as follows:

(1) Interest and dividend income

Interest and dividend income in the consolidated statements of earnings totaled Baht 371.17 million in2001, as compared to Baht 435.70 million recorded in 2000. This showed a decrease of 14.81 percent dueto lower interest earned from loans, lower yield on investment together with minimum new creditexpansion and repayment of existing loans.

(2) Non-interest Income

Due to capital gain worth Baht 74.59 million for investment in securities in 2001 compared to capital lossworth Baht 33.08 million which incurred from impairment in 2000, non-interest income in the consolidatedstatements of earnings improved to Baht 131.73 million, or 149.91 percent higher when compared to Baht52.71 million recorded in 2000. Furthermore, fees and service income also led non-interest income to Baht33.80 million or 13.35 percent increase when compared to Baht 29.82 million recorded in 2000. However,the full liberalization of securities brokerage commission dragged the brokerage fee income down to Baht18.08 million or 63.45 percent lower than Baht 49.46 million recorded in 2000.

Operating Expense

Operating expenses are comprised mainly of interest expense and non-interest expense, as follows:

(1) Interest Expense

Consecutive lower interest rate caused interest expense down to Baht 178.89 million in 2001, or 20.65percent lower when compared to Baht 225.44 million recorded in 2000

(2) Non-interest Expense

Non-interest expense in the consolidated statements of earnings totaled Baht 200.18 million in 2001 or3.56 percent higher when compared to Baht 193.30 million recorded in 2000, due primarily to whollyannual rental expense and other expenses which related to office machinery.

Net Profit (Loss)

Net profit in the consolidated statements of earnings totaled to Baht 67.25 million in 2001, a 12.73 per cent decrease from Baht 77.06 million in 2000. This was due mainly to higher net provisions for bad debt and doubtful accounts of Baht 134.61 million compare to Baht 7.93 million gain from reversal entry of doubtful accounts recordrd in year 2000. Although lower interest rate earned on loans and negative loan expansion, net interest and dividend income in year 2001 posted Baht 192.27 million, a slightly decrease of Baht 17.99 million from Baht 210.26 million in year 2000. With higher net provisions for bad debt and

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doubtful accounts of Baht 134.61 million and gain from bad debt recovery of Baht 78.04 million, net interest and dividend income after bad debt and doubtful accounts recorded at Baht 135.70 million, Baht81.95 million less than Baht 217.65 million in year 2000. However, higher non-interest income of Baht 131.73 million compare to just Baht 52.71 million in year 2000 brought total net income in 2001 to Baht 267.43 million, Baht 2.93 million less than 270.36 million recorded in 2000. Slightly increase in non-interest expenses to Baht 200.18 million against Baht 193.30 million in year 2000 brought the net profit down to Baht 67.25 million.

Financial Status

Assets

The company’s consolidated financial statements as at the end of 2001 showed total assets of Baht 7,299.17 million, compared to Baht 6,971.47 million in 2000, indicating an increase of 4.70 percent.

Major assets are primarily the loans and receivables, investments in securities, and securities purchased under resale agreements.

Finance business loans and receivables at the end of 2001 totaled Baht 2,682.46 million, or a decrease of 20.81 percent when compared to 2000’s figure of Baht 3,387.57 million, due mainly to the three relevant factors commencing with the repayment from debtors, minimum loan expansion and the transfer of NPLs worth Baht 322.35 million to Thai Asset Management Corporation (TAMC).

Net investment in securities at the end of 2001 totaled Baht 3,546.14 million, or an increase of 27.98 percent when compared to 2000’s figure of Baht 2,770.95 million. Short-term investments increased to Baht 747.97 million in 2001 compared to Baht 335.57 million in 2000. Long-term investments also increased to Baht 2,798.17 million in 2001 compared to Baht 2,435.38 million in 2000. The increase in investment was a result of effective management of funds to secure reasonable return and the record of TAMC’s promissory notes when the company transferred NPLs to TAMC.

Securities purchased under resale agreements at the end of 2001 totaled Baht 660.00 million, or an increase of 28.65 percent when compared to 2000’s figure of Baht 513.00 million, due to increment in excess liquidity.

Liabilities

The company’s consolidated financial statements as at the end of 2001 showed total liabilities of Baht 6,214.10 million, or an increase of 3.92 percent when compared to Baht 5,979.57 million in 2000.

The company’s major liabilities are borrowings and deposits which amounted to Baht 5,922.00 million at the end of 2001, or an increase of 2.50 percent when compared to Baht 5,777.13 million in 2000. Most additional deposits were inflowed by financial institutions and non-Thai depositors with maturity due over 12 months in the fourth quarter of 2001. The company’s borrowings and deposits of Baht 4,968.96 million or 83.91 percent of total borrowings and deposits are less than 12 months maturity but are normally rollovered when due.

Shareholders’ Equity

The company’s consolidated financial statements as at the end of 2001 showed total shareholders’ equity of Baht 1,085.07 million, or an increase of 9.39 percent when compared to Baht 991.90 million in 2000. This included unrealized valuation gain on investments of Baht 61.40 million compared to 35.48 million in the previous year. The company has retained earnings of Baht 22.47 million at the end of 2001 compared to negative retained earnings of Baht 975.39 million at the end of 2000. This was the result of transfer premium on share capital, statutory reserve and general reserve amounting to Baht 931.80 million to offset the negative retained earnings in the third quarter of 2001. Baht 67.25 million in net profit for the year put the company to record positive earnings and the possibility of paying dividend in the future.

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Asset Quality, Investments in Securities, Reserves, and Capital Fund Requirements

Loans and Receivables

Concentration of Loans and Receivables

Total loans and receivables to all business sectors in 2001 fell to Baht 2,818.54 million from Baht 3,477.65 as a result of debt repayments, minimum loan expansion and a movement of NPLs in the amount of Baht322.35 million which were transferred to TAMC, with slight change in the distribution of loans to each business sector. Lending to the manufacturing and commerce sectors, real estate and construction sectors, utilities and services sectors, housing loans sector, and other business sectors accounted for 47.12, 13.28, 22.71, 0.01, and 15.70 percent, respectively.

Loans Classified by Type of Business 2001 2000

Mil. Baht % Mil. Baht %

Manufacturing and Commerce 1,328.21 47.12 1,456.02 41.87

Real estate and construction 374.37 13.28 813.63 23.40

Utilities and services 640.10 22.71 706.43 20.31

Housing loans 0.21 0.01 0.27 0.01

Others 442.37 15.70 460.47 13.24

Add : Interest receivable 34.52 1.22 42.80 1.23

Less : Unearned income 1.23 0.04 1.97 0.06

Total Finance and Securities business loans and receivables and accrued interest receivables

2,818.54 100.00 3,477.65 100.00

Classifications of Assets (Loans and Receivables)

In accordance with the Bank of Thailand’s rules and regulations, the company has in place a debtclassification method and a system of setting provisions of bad debt and doubtful accounts, which basedmainly on default period. As at December 31, 2001, finance business’ loans were classified as per detailsin the table below:

Allowance for doubtful accounts

Unit : million baht Loan and receivables Provision required byBOT

Amount to beprovided under

BOT’s guideline

Amountalready set up

Normal 2,122.67 1% 20.96 20.96

Special mentioned 37.72 2% 0.75 0.75

Sub-standard 148.73 20% 12.04 12.19

Doubt 121.89 50% 34.89 34.89

Doubtful 298.62 100% 3.22 91.22

Total Classified Assets 2,729.63 71.85 160.00

At the end of 2001, the company had set provisions against bad debt and doubtful accounts for financebusiness loans and receivables totaled Baht 160 million. This amount surpassed the Bank of Thailand’s100 percent provision requirement of Baht 71.85 million.

Non-Performing Loans (NPLs)

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The company had non-performing loans as at the end of 2001 and 2000 totaled to Baht 303.53 million and Baht 537.17 million, or equivalent to 11.00 percent and 16.00 percent in proportion to the total loans outstanding at each year-end, respectively. The major reason for the decrement was a movement of NPLs in the amount of Baht 322.35 million which were transferred to TAMC.

Source and Utilization of Funds

The company’s major source of funds is from borrowings and deposits, and its primary utilization of funds are through lending and investments. At the end of 2001, the company had classified its loans and deposits by the remaining periods of contracts as shown in the consolidated financial statements as follows:

Loans % Deposits %

Call 127.33 4.75 105.59 1.78

Not over 1 year 1,032.74 38.50 4,863.37 82.12

Over 1 year 1,522.38 56.75 953.04 16.09

Total 2,682.46 100.00 5,922.00 100.00

Call Deposit amounted to Baht 105.59 million at the end of 2001, or 84.99 percent higher from the end of 2000 amount of Baht 57.08 million. Deposits with the remaining periods of not over one year amounted to Baht 4,863.37 million at the end of 2001, or 9.12 percent lower from the end of 2000 amount of Baht 5,351.69 million. The deposits with the remaining periods of over one year amounted to Baht 953.04 million at the end of 2001, or an increase of 158.72 percent from the end of 2000 amount of Baht 368.36 million. Continuing decline in domestic interest rate has put some depositors to deposit in longer term of maturity.

Call Loan amounted to Baht 127.33 million at the end of 2001, or 57.73 per cent lower from the end of 2000 amount of Baht 301.29 million. Loans with the remaining periods of not over one year amounted to Baht 1,032.74 million at the end of 2001, or 44.00 percent higher from the end of 2000 amount of Baht 717.17 million. Loans with the remaining periods longer than one year amounted to Baht 1,522.38 million at the end of 2001, or an decrease of 35.74 percent from the end of 2000 amount of Baht 2,369.13 million, due mainly to the movement of NPLs which were transferred to TAMC and the slow growth of new credit expansion

The difference in the remaining periods of contracts of the loans and deposits indicates that there is a mismatch between the funds being utilized under each remaining periods of contracts. This is generally quite normal for the finance business. Although the deposits are mostly short term in nature, they are normally automatically rolled-over upon maturity. In addition, the continuous trend of depositors to place the deposits in 12-months maturity or longer period enabled the company to lessen the mismatch risk. Given these factors, the correlation between the source of funds and the utilization of funds is considered to be insignificant.

Investments in Securities

At the end of 2001 and 2000, the company’s net investments in securities (marked to market except held-to-maturity securities) were Baht 3,546.14 and 2,770.95 million, respectively. This showed a year-on-yearincrement of 27.98 percent.

Investments in securities are short-term and long-term investments.

Total short-term investments-net in the consolidated financial statements at the end of 2001 and 2000 amounted to Baht 747.97 million and Baht 335.57 million, respectively. This represented a year-on-year

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increase of 122.9 percent. The short-term investments-net are trading securities, available-for-sale securities and held-to-maturity securities due within one year.

1) In terms of trading securities, all securities are equity securities under BFITSEC, the fair/market value at the end of 2001 and 2000 amounted to Baht 81.94 million and Baht 114.29 million, respectively. This represented a year-on-year decrease of 28.31 percent. The decrease was a result from profit taking and switching the equity trading portfolio to available for sale portfolio under BFITSEC.

2) In terms of available-for-sale securities, the fair/market value at the end of 2001 and 2000 amounted to Baht 135.64 million and Baht 117.04 million, respectively. This represented a year-on-year increase of 15.89 percent. The increase was a result from additional investment on corporate debt securities with the remaining periods of not over one year.

3) In terms of held-to-maturity securities due within one year, the book value at the end of 2001 and 2000 amounted to Baht 530.40 million and Baht 104.24 million, respectively. This represented a year-on-year increase of 408.83 percent. The huge increase was a result from a switch in maturity classification in part of the remaining maturity and additional investment.

Long-term investments in the consolidated financial statements at the end of 2001 and 2000 amounted toBaht 2,798.17 and 2,435.38 million, respectively. This represented a year-on-year increase of 14.89percent. The long-term investments-net are available-for-sale securities, held-to-maturity securities andother investments.

1) In terms of available-for-sale securities, the fair/market value at the end of 2001 and 2000 amounted toBaht 1,749.63 million and Baht 1,333.22 million, respectively. This represented a year-on-year increase of31.23 percent. The increase was a result from additional investment on corporate debt securities and theswitch of equity securities from trading portfolio.

2) In terms of held-to-maturity securities, the book value at the end of 2001 and 2000 amounted to Baht984.73 million and Baht 1,049.03 million, respectively. This represented a year-on-year decrease of 6.13percent. The decrease was a result from switching in part of the remaining periods of long term investmentin government securities, state enterprise securities and corporate securities to short-term investments. Thecompany also recorded Baht 322.35 million of TAMC’s promissory notes for the NPLs which weretransferred to TAMC as held-to maturity securities.

3) In terms of other investments, these were non-marketable equity securities, the book value at the end of2001 and 2000 amounted to Baht 63.82 million and Baht 53.13 million, respectively. This represented ayear-on-year increase of 20.12 percent. The increase was a result from the revaluation increment of Baht10.40 million on non-marketable securities which had previously been devalued.

Reserves and Capital Fund Requirements

Capital Adequacy Ratio (CAR)

The company’s consolidated financial statements as at the end of 2001 showed a capital-to-risk assets ratioof 18.68 percent, as compared to the Bank of Thailand’s requirement of 8.0 percent.

Net Capital Rule (NCR)

At the end of 2001, the subsidiary, BFITSEC maintained its net capital rule ratio (NCR) at 176.46 percent,compared to the 7.0 percent reserve requirement as stipulated by the Office of Securities and ExchangeCommission.

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BFIT SERVICE TEAMS

Bangkok First Investment & Trust PCL. and BFIT Securities Co., Ltd.

Investment Advisory Department

1. Ms. Aruvarn Tiewtranon Senior Vice President

2. Ms. Thaneeya Aungsiritrakul

3. Ms. Passawn Teeraart

Credit Department

1. Mr. Ovart Phanprechakij Vice President

2. Mr. Thanasarn Ampatemee Assistant Vice President

3. Mr. Boonserm Bunyasaranand Assistant Vice President

4. Ms. Choochit Teyateeti Assistant Vice President

Corporate Finance Department

1. Mr. Wichian Proongpanich Assistant Vice President

2. Ms. Sudawal Indhavivadhana Manager

3. Ms. Panicha Pongsivapai Assistant Manager

Trustee Department

1. Ms. Sirisook Chutanondha Manager

Securities Trading Business Department

1. Mr. Raywat Okanurak Assistant Vice President

2. Mr. Chinawat Samranyoo Assistant Manager

3. Mr. Wiroj Chompoothong Assistant Branch Manager

Provident Fund Marketing & Client Services Department

1. Ms. Pajaree Punyashthiti Assistant Vice President

2. Ms. Kanchana Rattanapallop Assistant Manager

3. Ms. Kochaporn Sobhanapala Division Head

4. Ms. Nuntheera Tharanawat Division Head

5. Mr. Krittapas Rattanapallop Division Head

6. Ms. Walaiporn Watinanon Assistant Division Head

Provident Fund Investment Department

1. Mr. Seri Chirasawadi Vice President

2. Mr. Pranai Tanthasesthi Vice President

3. Ms. Noppawan Swaengkij Assistant Manager

4. Ms. Pitsinee Tachaprasertsakul Assistant Manager

5. Mr. Pongthut Chulanetra Fund Manager

6. Ms. Sudarat Tippayaterdtana Fund Manager

Registrar Division

1. Mr. Suthee Dhiraparbpatrakul Manager