ANNUAL REPORT 2005 Bangkok Medical Center BANGKOK DUSIT MEDICAL SERVICES Public Company Limited "Bangkok Medical Center is where advances in medicine meet with compassion" Contents ë Message from the Board of Directors 2 ë Board of Directors' Profile 4 ë Report of the Audit Committee 10 ë General Information 11 ë Juristic Persons in which the Company Holds 10% of Shares or Greater 12 ë Financial Overview 15 ë Nature of Business 18 ë Research and Development 29 ë Industry Outlook and Competitions 31 ë Future Projects 34 ë Risk Factors 38 ë Shareholders Structure and Management 41 ë Corporate Governance 49 ë Transactions with Related Parties 54 ë Explanation and Analysis of Operational Results and Financial Status 57 ë Responsibility of the Board of Directors to the Financial Statements 59 ë Financial Statements and Auditor Report 62 Message from the Board of Directors The Board of Directors is pleased to present our dear shareholders with the operational results of Bngkok Dusit Medical Services Public Company Limited for 2005 as follows: All countries have been affected by the gradually rising oil prices and cost of living in 2005, more serious natural disasters, political instability in many countries and new epidemics, resulting in stagnant and receding businesses. Nevertheless, people continue to have illnesses while medical advancements are still being made. People have become more concerned about their health and private hospitals need to keep themselves abreast of new medical developments. They could not afford to remain idle as before. Hospitals need the latest medical equipments which allow early diagnosis, expert clinicians in each tract for the diagnosis and the treatment of diseases involvingall systems of the body. Bangkok Hospital Group is trusted by patients for this very reason. We have a very well established medical credibility and we continue to improve the quality of our services and upgrade existing safety and environmental standard achievements, partly to celebrate our 34th Anniversary in 2006. The year 2005 has been a year of expansion for Bangkok Hospital Group. Firstly, Her Majesty Queen Sirikit graciously presided over the grand opening ceremony of Bangkok Heart Hospital on Friday, the 26th of August 2005. Subsequently, the company has installed the Brilliance CT 64-Channel Configuration Equipment, the latest medical innovation which allows unobtrusive inspection of cardiac vessel at Bangkok Heart Hospital. It was the first to be installed in Thailand and South East Asia, in order to meet the demands and enhance diagnosis efficiency. In addition, the company expanded the new service building "Bangkok Rehabilitation Center" since an increase in the number of patients. Additionally, Wattanosoth Hospital or Bangkok Cancer Hospital has been operating unofficially since late 2005. It is fully equipped with the most efficient medical equipments in Asia Pacific such as IMRT, PET/CT and Cyclotron which make it possible to detect cancer at any part of the body at an early stage plus radioactive therapy equipments and clinicians with expertise in the diagnosis and treatment of cancers. As for regional services, Bangkok Trad Hospital Co., Ltd., the company's subsidiary, has launched "Koh Chang International Clinic" on the 8th of December 2005. The clinic is an extension service of Bangkok Trad Hospital providing medical services to Thai and foreign tourists as well as locals on Koh Chang. Furthermore, the company still has a new hospital project in Cambodia and also constructed a hospital for expatriates called "Bangkok International Hospital" which will be ready for operation in early 2006. These have in line with the government's policy of promoting Thailand as the Healthcare and Medical Hub of Asia by expanding the client base to cover more in South East Asia and bring our medical service capability to neighbouring countries. 2 With regard to academic promotion efforts, the company organized the Fifth BGH Annual Academic Meeting during Monday, the 7th to Wednesday, the 9th of March 2005 with statesman Prof. Kasem Wattanachai, M.D., chairing the opening ceremony. In addition, the Sixth BGH Congress on Critical Care for Nurse was organized on Friday, the 10th of March 2006. The mentioned academic conferences were well received and attended by numerous doctors, dentists, pharmacists, nurses, medical and public health personnel from public and private hospitals as like the preceding years. Bangkok Hospital and Bangkok Heart Hospital have shown great interest in quality management and the latest medical equipments, some of which were installed at Bangkok Hospital for the first time in Thailand. A total of 1,250 practitioners from 52 medical institutions have visited us to view these devices so far. In late 2005, the Extraordinary General Meeting of shareholders No.1/2005 approved the company's restructuring planning by acquisition shares from all shareholders of the eastern hospital group, which comprised of Bangkok Pattaya Hospital Co., Ltd., Bangkok Trad Hospital Co., Ltd., Wattanavej Co., Ltd. (Bangkok Chantaburi Hospital), and Bangkok Rayong Hospital Co., Ltd. in accordance with the business expansion plan. The Board of Directors has believed that this acquisition will enhance the company's competitiveness and further fortify our position in the medical service industry. Finally, the company would like to thank each of you, dear shareholders of Bangkok Hospital, for your continued support. We are now a leading private hospital with great potentials to grow and capable of reaching a broader range of patients. With the good deeds of yours in the treatment of financially distressed patients through Vejchadusit Foundation under the Royal Patronage of HRH Princess Galyani Vadhana Krom Luang Naradhiwas Rajanagarindra, you shall be graced with happiness and luck in all of your endeavours. May you prosper and be in good health always. 3 Board of Director's Profile Education Other Position ë Directors Accreditation Program Batch 45, ë Assistant to Ministry of Public Health Thai Institute of Directors Association ë Chairman, Centre for Continuing ë Facharzt fur Chirugie, The Medical Council of Medical Education of Thailand Hamburg, German ë President, Royal College of Surgeons ë Certificate of Medical Clinic, Mahidol University of Thailand ë Medical Doctor, Faculty of ë Vice President, The Prince Mahidol Medicine Siriraj Hospital, Mahidol University Award Foundation ë Member of the Thai medical Experience registration license committee ë Secretary General, Royal College of Surgeons ë Vice President, Siriraj Foundation Professor of Thailand Arun Pausawasdi, M.D. ë Chairman of Scientific Session Medical, Percentage of shareholding Chairman of The Medical Association of Thailand ë 0.03 the Board of Directors ë Dean, Faculty of Medicine Siriraj Hospital, Age 67 years old Mahidol University Relationship among other management ë Director of the Medical Association ë None Education Other Position ë Directors Accreditation Program Batch 45, ë President, Bangkok Airways Co., Ltd. Thai Institute of Directors Association ë Certificated from National Defense College Percentage of shareholding ë Medical Doctor, Faculty of Medicine ë 12.8 Siriraj Hospital, Mahidol University Relationship among other management Experience ë None ë Resident/Professor in Department of Surgery, Prasert Prasarttong-Osoth, Faculty of Medicine Siriraj Hospital M.D. ë Member of National Legislative Vice Chairman/ Chairman of Council (Senator) CEO Committee Age 72 years old Education Other Position ë Directors Accreditation Program Batch 45, ë None Thai Institute of Directors Association ë Certificate in Pediatric Surgery Percentage of shareholding ë Medical Doctor (Honour), Faculty of Medicine ë 0.41 Siriraj Hospital, Mahidol University Relationship among other management Experience ë None ë Head , Department of Surgery, Faculty of Medicine Siriraj Hospital, Mahidol University Professor ë General Secretary, Department of Medicine, Snoe Indrasukhsri, M.D. Siriraj Hospital Independent Director and ë School Director, School of Therapist Rehabilitation Chairman of Audit Committee ë President, Medical Society of Private Practioner Age 84 years old ë Chairman, Pediatric Association 4 Education Other Position ë Directors Accreditation Program Batch 45, ë Vice President of Samitivej PLC. Thai Institute of Directors Association ë Chairman, ë Honorary Doctorate in Business Management, Bangkok Helicopter Services Co.,Ltd. Christian University ë Chairman, ë Certificate from National Defense College Bangkok Phuket Hospital Co., Ltd. ë DTM & H Diploma, Faculty of Tropical Medicine ë Chairman, B.D.M.S International and Hygiene, Mahidol University Medical Services Co., Ltd. ë Post Graduate Study, University of Pennsylvania, USA. ë Chairman, ë Medical Doctor, Faculty of Medicine Siriraj Hospital, S.R. Property Investment Co., Ltd. Mahidol University Percentage of shareholding Pongsak Viddayakorn, Experience ë 5.22 M.D. ë Member of consultation committee of the Bangkok President/ 1st Vice Chairman Metropolitan Administration Governor (Healthcare) Relationship among other management of CEO committee ë Director of the Medical Heath Care Centre of ë None Age 71 years old the Teacher Council of Thailand ë Chairman, Private Hospital Association ë Director of Medical Association Education Other Position ë Directors Accreditation Program Batch 45, ë Chairman, Thai Institute of Directors Association Bangkok Prapadaeng Hospital Co., Ltd. ë Diplomate of American Board of Surgery