21 May 2008

) Information Memorandum : TTW(Amendment in Statistical Table)

2007, the service fee is Baht 0.258613 per cubic metre. 1.2 Connected party transaction between Pathum Thani Water and BJT Type of Transaction Value Relationships Connected (Thai Baht) Transaction Description Transaction 2006 2007 - Subsidiary - Tap water 77,260 137,143,417 - Prior to 26 January 2007, Pathum - The Company is a production Thani Water had signed an major shareholder with cost Operation and Maintenance (O&M) 98.0% shareholding in Agreement to contract Pathum Pathum Thani Water - Difference - 951,813 Thani Operations to perform the from 31 December between O&M works for its tap water 2007 and Pathum administration production; Pathum Thani Thani Water is a major -electricity Operations then sub-contracted shareholder with BJT to perform such O&M works. 99.99% shareholding - Trade account - 13,285,197 Under the sub-contract, BJT is in BJT from 26 January receivables responsible only for the costs of 2007. labour and supplies used in the - Two directors of BJT, production whereas the namely maintenance cost is borne by (1) Mr. Sahachai Pathum Thani Water. In 2006, BJT Hengtrakul and advanced the maintenance cost (2) Mr. Somkiat and subsequently recovered the Pattamamongkol-chai cost from Pathum Thani Water. are the Company's - On 26 January 2007, Pathum Thani executives. Water signed an Operation and Maintenance (O&M) Agreement to engage BJT to perform the O&M works for its tap water production with a service fee at the rate of Baht 2.40 per m3 after termination of the O&M Agreement that it had made with Pathum Thani Operations. The above service fee agreed with BJT includes the costs 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 1,000,000,000 7,000 million long-term loan - Former major Company for 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 46.39% and 4.17% case of cash fund for construction of the shareholdings on 11 shortfall. Company's water production plant June 2007 and 12 and all water distribution systems. September 2007, According to the agreement, the respectively. loan repayment will be made on a - Two executive quarterly basis and the repayment directors and will be completed in 2013. Also, executives of CH. CH. Karnchang, the Company's Karnchang hold offices major shareholder, is required to in the Company: sponsor a financial support of an (1) Mr. Plew amount up to Baht 1,000 in case Trivisvavet is the of the Company's cash shortfall. Chairman of the CH. Karnchang did not charge a Company's Board of guarantee fee for this 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 1,503,000,000 entered into loan agreements executive director. syndicate of with two financial institutions with lenders for the an intention to use the loans as a repayment of fund for the acquisition of shares short-term in Pathum Thani Water. The loans in case loans comprise (i) Baht 3,000 where the million short-term loan which is Company fails due for repayment within one to list its year and (ii) Baht 1,000 million ordinary long-term loan which is due for shares on SET repayment in July 2013. Pursuant within 1 year to the loan agreements, CH. from the date Karnchang, the Company's major of loan shareholder, is required to be one disbursement of the sponsors and provide or where the financial support equivalent to proceeds from 50.10% of the short-term loan if the pubic the Company fails to list its offering are ordinary shares on SET within 1 insufficient for year from the date of loan short-term disbursement or the proceeds loan from the public offering are repayment. insufficient for short-term loan repayment. CH. Karnchang did not charge a guarantee fee for this transaction. 2. Transactions with Pathum Thani Water, the Company's subsidiary - Payment for 107,700,000 542,592,150 On 20 March 2007, Pathum Thani the under- 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 production cubic metres per day at a total construction cost of Baht 693.1 - Prepayment - 42,592,517 million. CH. Karnchang started for the construction in February construction 2006. Pathum Thani Water has work booked CH. Karnchang as its creditor in respect of the accrued - Creditor and 115,239,000 23,861,681 cost of the construction. Pathum advances for Thani Water made the first construction payment for the construction to works CH. Karnchang on 9 August 2007 after it signed a loan agreement - Payable - - 1,251,169 with one financial institution on performance 21 June 2007. In December 2007, guarantee Pathum Thani Water entered into another contract for 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 24 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 (more)