Reports to the Stock Exchange

AlphaPet infringes certain patents owned by Eastman; - the European Defendants breached the Technology License Agreement; and - the defendants misappropriated Eastman's confidential and proprietary trade secret - information under Delaware statutes. (Please see further detail described in "Lawsuit") We intend to vigorously defend ourselves against these claims. However, litigation of this nature can take a long time to resolve and we cannot predict when these legal proceedings will be completed. Further, we cannot assure you that the Delaware District Court will dismiss the claims or rule in our favor. The Delaware District Court could grant temporary or permanent injunctive relief against us (which could result in the cessation of operations at the AlphaPet PET facility), deliver a ruling in favor of Eastman and/or award substantial monetary damages against us and/or impose royalties. We may also incur significant costs and expenses as a result of these legal proceedings. In addition, if the court does not find in our favor, we may be required to implement alternative technology, which could lead to delays or a possible suspension of operations and result in difficulties in meeting some of our contractual commitments. This could result in difficulties in our relationships with some customers and could lead to complaints and disputes with them. We do not know the total amount of possible damages, royalties and/or other costs that may result from this litigation, and the complaint did not quantify the relief sought by Eastman. Any award for monetary damages, royalty payments or other costs or any interruption of our operations at the AlphaPet PET facility could materially and adversely affect our business, financial condition, results of operations and prospects. 1.2 An adverse decision related to Eastman's claim that we breached the Technology License Agreement could adversely affect our operations and business in Europe. Eastman's complaint includes an allegation that the European Defendants breached the Technology License Agreement, as described above. If the court were to find that the European Defendants had materially breached the Technology License Agreement, Eastman may be able to terminate the agreement and all licenses granted thereunder. In that event, the European Defendants would be required to either renegotiate the terms of the license with Eastman or implement suitable substitutes to continue operation of the plants, which could result in the suspension of operations until new terms were negotiated with Eastman or a suitable substitute technology was implemented. We believe that alternative technologies are readily available in the market for a relatively low cost; however, we cannot assure you how long it would take to implement any new technologies at these plants. In addition, if, as a result of an unfavorable ruling against us or a breach of the Technology License Agreement, the production at any of our facilities were adversely affected, it is possible that we would have difficulties in meeting our contractual commitments, which could lead to customer complaints and disputes. The IRP Rotterdam and IRP Workington PET facilities, in aggregate, account for 23.7% of our PET installed capacity. In addition, the IRH Rotterdam PTA facility accounts for 22.0% of our PTA installed capacity. The occurrence of any one or more of the above could have a material adverse effect on our business, financial condition, results of operations and prospects. 1.3 We operate in highly competitive industries and actions of our competitors could reduce our profitability and market share. The industries in which we operate are characterized by high levels of price and other competition. In addition, many of our products are commodity products, and it may be difficult to have product differentiation and pass on increased cost to customers. Other competitive factors include product quality, specifications or product performance, continuity and reliability of supplies to customers and sustaining long-term customer relationships. We principally compete with several large multinational companies in each of our business segments. We also compete with numerous regional and/or specialized producers in the markets for our polyester fiber products. Some of these competitors may have greater market presence and/or financial and other resources than us. In addition, margin pressure could arise from, among other factors, limited demand growth and overcapacity in a relevant market (for example, China whose domestic demand for PET resin may fall short of the forecasted capacity increase), price reductions by competitors, new industry players, industry consolidation, the ability of competitors to capitalize on their economies of scale and create excess product supply and the access of competitors to new technology which we do not possess. Any failure by us to compete successfully with our competitors could result in a reduction in our market share and have a material adverse effect on our business, financial condition, results of operations and prospects. 1.4 The cyclical nature of the PTA, the PET resin, and polyester fiber industries could result in overcapacity. Our operating results reflect the historical cyclical pattern of the PET resin, polyester fiber and PTA industries, with periodic overcapacity and resulting pressure on pricing. This cyclicality arises, in part, from investments made at the top of the cycle (when margins are high and funds are available), thereby shifting the balance of supply and demand by new capacity coming on stream in large quantities. Consequently, the industry has from time to time experienced periods of overcapacity, such as when new plants are built and become operational, and there can be no assurance that this will not recur. In the absence of sufficient economic growth to generate increased demand or the closure of facilities to mitigate the effect, new capacity can cause a period of regional or global overcapacity which may lead to downward margin pressure. This could have a negative impact on our profitability and a material adverse effect on our business, financial condition, results of operations and prospects. These adverse effects could be further exacerbated in the event that producers in other regions also experience overcapacity within their local and regional markets and seek to increase their level of exports into those markets within which we operate and do so at pricing levels which are uneconomic. Such activity would further depress the margin for our products in those markets and could have a material adverse effect on our business, financial condition, results of operations and prospects. 1.5 Our inability to pass on raw materials price increases to customers could adversely affect our operating results. Any increase in raw materials costs without a corresponding increase in selling price would reduce our operating results. Our ability to pass on raw materials price increases is dependent upon market conditions and our relative cost position compared to competitors. There may be periods of time in which we may not be able to fully recover increases in the cost of raw materials due to contractual arrangements or to weaknesses in demand for, or oversupply of, our products. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects. 1.6 Our operations are dependent on the availability and cost of raw materials. Our operations are substantially dependent on the availability and cost of our primary raw materials: PTA and MEG for our PET and polyester fiber and yarn businesses, and PX for our PTA business. PX, PTA and MEG are oil and natural gas derivatives, and are usually manufactured by large petrochemical companies. Thus, the costs of production of PTA, PET and polyester are affected by the international and domestic prices of crude oil, natural gas and refined petroleum products. Our financial condition and results of operations are thereby influenced by market prices for crude oil, natural gas and refined petroleum products, which are subject to the forces of international, regional and domestic supply and demand, as well as other factors beyond our control. In recent years the prices of crude oil and natural gas have fluctuated widely. For example, international crude oil prices increased significantly in the first half of 2008 but decreased significantly in the second half. After hitting successive record highs, crude oil prices began to fall rapidly, and hit a new, three-year record low in December 2008. We expect that the volatility and uncertainty of the prices of crude oil and petrochemical products will continue. The markets and prices for petroleum products may be influenced by aggregate demand for such products (which can fluctuate with changes in economic conditions and cycles, seasons and weather patterns), the level of domestic and regional production, the prices and availability of imports, the prices and availability of substitute fuels and the extent and nature of governmental regulation and taxation. Worldwide supply conditions and the price levels of crude oil may also be significantly influenced by international groupings, which control the production of a significant portion of the worldwide supply of crude oil, and by political developments, especially in the Middle East. In addition, factors such as domestic and foreign government regulations, weather conditions, and competition from other energy sources also have an impact on crude oil and petroleum product prices. Volatility in the prices of crude oil and refined petroleum products can cause period-to-period fluctuations in our results of operations and could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, natural disasters, changes in laws or regulations, war or other outbreaks of hostilities or terrorism or other political factors in any of the countries or regions in which we operate or do business, or in countries or regions that are key suppliers of strategic raw material and energy commodities, or breakdown or degradation of transportation infrastructure used for delivery of strategic raw material and energy commodities, could affect availability and costs of raw material and energy commodities. For example, our AlphaPet PET facility is dependent on a single PTA supplier, BP Amoco Chemical Company ("BP"). If BP is unable to deliver our requirements of PTA to us, we will be required to purchase our PTA requirements from the spot markets or find other sources of supply, which may not be immediately available in the amounts we require to maintain our production at the AlphaPet PET facility. 1.7 Increases in our costs could adversely affect our operating results. As we are unable to influence commodity prices directly, our competitiveness and long-term profitability are, to a significant degree, dependent upon our ability to reduce costs and maintain low- cost and efficient operations. Our inability to maintain our cost structure and efficiently operate our manufacturing facilities may increase our costs and adversely affect our operating results. Certain non- controllable costs may increase by reason of external factors beyond our control, which may also reduce our operating results. Examples of non-controllable costs are energy costs, insurance costs, tax costs and pension costs. Energy costs are impacted by changes in petrochemical costs and as these increase, our cost of natural gas, electricity, coal and oil increases and may negatively affect our operating results by increasing our production costs. Over the past few years, we have experienced significant cost increases for energy sources. While we attempt to match energy price increases with corresponding product price increases, we have generally not been able to immediately raise product prices to pass on our increased energy costs. Ultimately, our ability to pass on increases in our costs to customers is dependent upon market conditions. In addition, production in our polyester fiber and yarn business is labor intensive. Consequently, inflationary pressures, changes in applicable laws and regulations or other factors resulting in increased labor costs could have a material adverse effect on our business, financial condition, results of operations and prospects. 1.8 Because of the commencement of commercial production at our new production facilities and our acquisitions, our consolidated historical and our unaudited pro forma financial statements are not comparable and may not be indicative of our future financial performance. During the period from the fourth quarter of 2006 to the end of 2009, we commenced commercial operations at new greenfield production facilities and made a series of acquisitions that included our entry into the PTA business, a new business segment. We have included the following historical financial statements in this document: (a) historical audited consolidated financial statements for the years ended December 31, 2006, 2007 and 2008; (b) historical interim consolidated financial statements for the nine months ended September 30, 2008 and 2009; and (c) pro forma financial information for the year ended December 31, 2008, assuming that the share acquisitions of Indorama Petrochem and TPT Petrochemicals took place on January 1, 2008. However, the pro forma financial information for the year ended December 31, 2008 does not include pro forma information of Tuntex Thailand as if the acquisition of Tuntex Thailand took place on January 1, 2008. Only actual financial information from the effective date of Tuntex Thailand's acquisition, which was October 1, 2008, is included primarily because Tuntex Thailand's production facilities were not operating at the time of acquisition. Separate historical financial statements relating to Indorama Petrochem, TPT Petrochemicals and Tuntex Thailand have not been included in this document. Because the commencement of commercial production at our new production facilities as well as the acquisition of the Eastman Chemical Company assets, Indorama Petrochem, TPT Petrochemicals and Tuntex Thailand all took effect at different times during the reporting periods of the historical financial statements included in this document, such historical financial statements are not fully comparable and may not be indicative of our future financial performance. In addition, the pro forma financial information, which was prepared in accordance with Thai GAAP, is presented for informational purposes only and is not necessarily indicative of the financial condition or results of operations that would have actually occurred had our acquisitions been completed at or as of January 1, 2008, nor is it indicative of the future financial condition or results of operations of our combined group. As a result of the above, you have limited financial information on which to evaluate our combined group and your investment decision. In addition, we commenced our PTA business in March 2008. Accordingly, our PTA business has a limited history for investors to refer to and evaluate, and its prospects must be considered in light of the risks, expenses and difficulties frequently encountered by newly acquired business segments. Prior to the acquisition of our PTA business in March 2008, we had limited expertise in the production, sales and marketing of PTA. While we believe that our PTA business will allow us to reduce costs through vertical integration with our PET and polyester production facilities, as well as increase our revenues through the sales of any unused PTA volume to third-party customers, there can be no assurance that our PTA business will contribute to our profitability in the future. 1.9 A loss of any key customer could harm our operating results. We have an extensive and diverse customer base and generally medium or long term commercial relationships with our customers. However, substantially all of our sales are made through one year contracts or on a spot basis. One of our customers for PET resin accounted for Baht 2,940 million (or 15.7%) of our total consolidated revenue from the sale of goods in 2006, Baht 4,466 million (or 13.8%) of our total consolidated revenue from the sale of goods in 2007, Baht 5,259 million (or 9.9%) or our total consolidated revenue from the sale of goods in 2008 and Baht 4,346 million (or 7.4%) of our total consolidated revenue from the sale of goods in the nine months ended September 30, 2009. In addition, our 10 largest PET customers by revenue accounted for 71.5% of our total PET revenues (or 45.1% of our total revenue from the sale of goods) in 2006, 48.9% of our total PET revenues (or 38.6% of our total revenue from the sale of goods) in 2007, 46.7% of our total PET revenues (or 35.9% of our total revenue from the sale of goods) in 2008 and 40.3% of our total PET revenues (or 22.4% of our total consolidated revenue from the sale of goods) in the nine months ended September 30, 2009. We may not be able to sell our products to these customers in the future, and the loss or material financial weakness of these key customers and the inability to replace or regain such customers, could have a material adverse effect on our business, financial condition, results of operations and prospects. 1.10 We have a substantial amount of debt that could limit our flexibility in operating our business or limit our access to funds we need to grow our business. As of September 30, 2009, our outstanding short-term debt amounted to Baht 13,567.4 million and our outstanding long-term debt net of current portion amounted to Baht 25,590.7. Substantially all of our indebtedness as of September 30, 2009 is secured by, among other things, mortgages on the land, buildings, plant, machinery and/or equipment of some of our subsidiaries as well as pledges of the shares of some of our subsidiaries. As a result of our substantial indebtedness and our interest expense, we will require substantial cash flow to meet our obligations under our current and anticipated indebtedness. Therefore, a substantial part of our cash flow from operations may not be available for our business operations or to fund any significant expansion. Our loan agreements contain various covenants, including provisions requiring maintenance of various financial ratios, limiting our ability to dispose of all or a material part of our assets, limiting our ability to dispose of our assets, limiting our ability to create or incur liens or encumbrances on our assets, limiting our ability to make loans or give any guarantees or indemnities, limiting our ability to make investments and limiting our ability to enter into any demergers or mergers without the consent of the lenders. The terms of our loan agreement may limit our ability to obtain necessary financing, or better financing terms, in the future for working capital, capital expenditures, acquisitions, debt service requirements or other purposes, limit our ability to invest in our business and take advantage of future business opportunities, place us at a competitive disadvantage to certain of our competitors with less indebtedness and limit our ability to react to changing market or business conditions, changes in the petrochemical industry or economic downturns. Our ability to service our debt will depend on our future performance, which, in turn, depends on the successful implementation of our strategies and on financial, competitive, regulatory, technical and other factors, general economic conditions, demand and margins for our products and other factors specific to industry or specific projects, many of which are beyond our control. If we are unable to service our debt, the lenders of our secured debt may foreclose on the security securing our debt obligations, which could result in our losing control over property, assets or certain of our subsidiaries and/or adversely affect our ability to continue our operations at the production facilities of such subsidiaries. We may also be required to refinance our indebtedness in the future. Our ability to refinance indebtedness will depend upon our financial condition at the time, the restrictions in the agreements governing our indebtedness and other factors, including general market and economic conditions. 1.11 Our polyester fiber and yarn and PET businesses are exposed to the risk of product substitution. Our polyester fiber products compete with other fibers, principally cotton. Any significant substitution by our customers of polyester-based products with other fibers may adversely affect our profitability. In addition, our customers may use recycled polyester staple fiber in their end use products which would decrease the demand for virgin polyester staple fiber which we produce. Fashion and price trends may lead to a substitution of our polyester fiber products for such competing fibers. If substitution levels increase, the demand for our polyester fiber products may fall and sales thereof decrease, possibly leading to downward pressure on the profitability of our polyester fiber business and have a material adverse effect on our business, financial condition, results of operations and prospects. (more)