) Information Memorandum : TTW

of chemicals, labour and supplies from the operation as well as an electricity fee at the fixed rate which will be adjusted annually according to the Consumer Price Index. (Pathum Thani Water, the owner of the electricity metre, will calculate the difference between the fixed-rate fee as set out in the Agreement and the fee actually paid and then additionally charge or return the difference to BJT every three months.) 1.3 Connected party transactions between the Company and Pathum Thani Water Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Subsidiary Sponsor support - Up to Pathum Thani Water entered into a - The Company is a to the Company 162,000,000 long-term loan agreement with a major shareholder of for business syndicate of financial institutions on Pathum Thani Water operation in case 21 January 2001 with an intention to with 98% shareholding of cash shortfall use the loan as a fund for as at 31 December construction of its water production 2007. plant and all water distribution - The following directors systems. As at 30 June 2007, the of Pathum Thani Water loan remaining balance was Baht hold offices in the 3,126,688,231. According to the loan Company: agreement, repayment will be made (1) Mr. Sompodh on a 6-month basis and will be Sripoom is the completed in 2015. As at 31 Company's director and December 2007, the Company holds managing director; 98% of Pathum Thani Water's shares. (2) Mr. Techapit Accordingly, the Company, as the Sangsingkeo is a major shareholder of Pathum Thani member and chairman Water, is required by the loan of the Company's Audit agreement to provide a financial Committee; support of up to Baht 162 million in (3) Mr. Phairuch case of the Company's cash shortfall. Mekarporn is a member The Company did not charge a of the Company's Audit guarantee fee for this transaction. Committee; (4) Mr. Tomoaki Matsumoto is the Company's director; and (5) Mr. Somkiat Pattamamongkol-chai is the Company's executive. 2. Connected party transactions with major shareholders 2.1 Connected party transactions between the Company, Pathum Thani Water and CH. Karnchang Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate 1. Transactions - Company's major with the shareholder with Company 47.69% shareholding - Sponsor Up to Up to The Company entered into a Baht as of 30 June 2007. support to the 1,000,000,000 1,000,000, 7,000 million long-term loan - Former major Company for 000 agreement with the Syndicate of shareholder of Pathum business Lenders on 9 March 2001 with an Thani Water with operation in intention to use the loan as a fund for 46.39% and 4.17% case of cash construction of the Company's water shareholdings on 11 shortfall. production plant and all water June 2007 and 12 distribution systems. According to September 2007, the agreement, the loan repayment respectively. will be made on a quarterly basis and - Two executive the repayment will be completed in directors and 2013. Also, CH. Karnchang, the executives of CH. Company's major shareholder, is Karnchang hold offices required to sponsor a financial in the Company: support of an amount up to Baht (1) Mr. Plew 1,000 in case of the Company's cash Trivisvavet is the shortfall. CH. Karnchang did not Chairman of the charge a guarantee fee for this Company's Board of transaction. Directors and (2) Mr. Narong Sangsuriya is the - Bridge - Up to On 27 June 2007, the Company Company's director and financing to a 1,503,000, entered into loan agreements with executive director. syndicate of 000 two financial institutions with an lenders for the intention to use the loans as a fund repayment of for the acquisition of shares in short-term Pathum Thani Water. The loans loans in case comprise (i) Baht 3,000 million short- where the term loan which is due for repayment Company fails within one year and (ii) Baht 1,000 to list its million long-term loan which is due ordinary for repayment in July 2013. Pursuant shares on SET to the loan agreements, CH. within 1 year Karnchang, the Company's major from the date shareholder, is required to be one of of loan the sponsors and provide financial disbursement support equivalent to 50.10% of the or where the short-term loan if the Company fails proceeds from to list its ordinary shares on SET the pubic within 1 year from the date of loan offering are disbursement or the proceeds from insufficient for the public offering are insufficient for short-term short-term loan repayment. CH. loan Karnchang did not charge a repayment. guarantee fee for this transaction. 2. Transactions with Pathum Thani Water, the Company's subsidiary - Payment for 107,700,000 542,592,15 On 20 March 2007, Pathum Thani the under- 0 Water engaged CH. Karnchang to construction construct an extended part of its works of water production plant and a tap assets for tap water distribution system with a water production capacity of 100,000 cubic production metres per day at a total construction cost of Baht 693.1 million. CH. - Prepayment - Karnchang started the construction in for 42,592,517 February 2006. Pathum Thani Water construction has booked CH. Karnchang as its work creditor in respect of the accrued cost of the construction. Pathum Thani - Creditor and 115,239,000 Water made the first payment for the advances for 23,861,681 construction to CH. Karnchang on 9 construction August 2007 after it signed a loan works agreement with one financial institution on 21 June 2007. In - Payable - - December 2007, Pathum Thani Water performance 1,251,169 entered into another contract for guarantee additional construction for Baht 35,010,740 with 15% advance payment. 2.2 Connected party transactions between the Company and Mahasiri Siam Ltd. Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate Bridge financing - Up to On 27 June 2007, the Company - Before 29 June 2007, to a syndicate of 393,900,000 entered into loan agreements with Mahasiri Siam Ltd. was lenders for the two financial institutions with an a major shareholder of repayment of intention to use the loans as a fund Pathum Thani Water short-term loans for the acquisition of shares in with a 30.52% in case where Pathum Thani Water. The loans shareholding. After 29 the Company comprise (i) Baht 3,000 million short- June 2007, Mahasiri fails to list its term loan which is due for repayment Siam Ltd. sold all its ordinary shares within one year and (ii) Baht 1,000 shares in Pathum Thani on SET within 1 million long-term loan which is due Water to the Company. year from the for repayment in July 2013. Pursuant - As at 27 August 2007, date of loan to the loan agreements, Mahasiri Mahasiri Siam Ltd. was drawing or where Siam Ltd., the Company's major a major shareholder the proceeds shareholder, is required to be one of with a 19.24% from the public the sponsors and provide financial shareholding in CH. offering are support equivalent to 13.13% of the Karnchang. insufficient for short-term loan if the Company fails - CH. Karnchang is the short-term loan to list its ordinary shares on SET Company's major repayment. within 1 year from the date of loan shareholder with drawing or the proceeds from the 47.69% shareholding public offering are insufficient for - A director of Mahasiri short-term loan repayment. Mahasiri Siam Ltd., namely Mr. Siam Ltd. did not charge a guarantee Plew Trivisvavet, also fee for this transaction. acts as the Company's Chairman 2.3 Connected party transactions between the Company and Mitsui & Co., Ltd. Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate Bridge financing - Up to On 27 June 2007, the Company - As at 8 March 2007, to a syndicate of 1,103,100,000 entered into loan agreements with Mitsui & Co., Ltd. was lenders for the two financial institutions with an a major shareholder repayment of intention to use the loans as a fund with 100% short-term loans for the acquisition of shares in shareholding in Mitsui, in case where the Pathum Thani Water. The loans and as of 30 June Company fails to comprise (i) Baht three billion short- 2007, Mitsui has been list its ordinary term loan which is due for repayment a major shareholder shares on SET within one year and (ii) Baht one with 35.00% within 1 year billion long-term loan which is due for shareholding in the from the date of repayment in July 2013. Pursuant to Company. loan drawing or the loan agreements, Mitsui & Co., - Two directors of Mitsui, where the Ltd., the major shareholder of Mitsui namely proceeds from which is the major shareholder of (1) Mr. Yoshio the public Company, is required to be one of the Kometani and offering are sponsors and provide financial (2) Mr. Tomoaki insufficient for support equivalent to 36.77% of the Matsumoto, are the short-term loan short-term loan if the Company fails Company's directors. repayment. to list its ordinary shares on SET within 1 year from the date of loan drawing or the proceeds from the public offering are insufficient for short-term loan repayment. Mitsui & Co., Ltd. did not charge a guarantee fee for this transaction. 2.4 Connected party transactions between the Company and Pathum Thani Operations Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Affiliate before 21 July - Tap water 302,679,734 24,338,798 - On 23 April 1999, Pathum Thani 2006 production (1-25 Jan. Water signed an Operation and - Before 21 July 2006, cost 2007) Maintenance (O&M) Agreement to Pathum Thani engage Pathum Thani Operations Operations' major - Administrativ 29,000,814 - to perform the O&M works for its shareholders were CH. e fee payable tap water production with an Karnchang Holding Co., agreed service fee of Baht 2.26 per Ltd. and Mahasiri Siam cubic metre from the date of the Ltd. with shareholding Agreement. The service fee, which percentages of 36.00% includes the costs of electricity, and 48.59%, chemicals, labour and supplies respectively. After 21 used in the production, is subject July 2006, CH. to annual increase according to the Karnchang Holding Co., Consumer Price Index. The service Ltd. and Mahasiri Siam fee in January 2007 was Baht 2.93 Ltd. sold their shares in per cubic metre. Pathum Thani Operations to other - Compensatio - 385,000,000 - On 26 January 2007, Pathum Thani juristic entities. n for Water terminated the O&M - As at 9 April 2007, termination Agreement that it made with Mahasiri Siam Ltd. is a of O&M Pathum Thani Operations because major shareholder with Agreement Pathum Thani Water had 19.24% shareholding restructured its business by way of in CH. Karnchang. - Compensatio - 113,300,699 acquisition of shares in BJT. As a - As at 9 April 2007, CH. n payable for (including part of the business restructuring, Karnchang Holding Co., termination accrued Pathum Thani Water entered into a Ltd. is a major of O&M interest new O&M Agreement with BJT shareholder with Agreement payable) which can help Pathum Thani (more)