) Related Party Transaction

Value Transaction interest (Baht) Value (Baht) - This is an associated 5. Maharisi Siam 5.1 Transactions with the Co., Ltd. company. Company - This was a major shareholder - The Company 1,245,259,520 - - The Company purchased 3,662,528 ordinary shares held - The purchase of ordinary shares in of Pathum Thani Water, purchased ordinary by Mahasiri Siam Co., Ltd. in Pathum Thani Water at the Pathum Thani Water is intended to holding 30.52 percent of shares held by Mahasiri price of Baht 340 per share, totaling Baht 1,245,259,520 minimize conflict of interest. In shares prior to 29 June 2007. Siam Co., Ltd. in on 29 June 2007. Such purchase of ordinary shares in addition, the trading price is in the After 29 June 2007, Mahasiri Pathum Thani Water. Pathum Thani Water is intended to minimize conflict of range of the prices as assessed by Siam Co., Ltd. sold all shares interest which may arise since the Company's major SCMB Co., Ltd. and Seamico held in Pathum Thani Water shareholder, namely, CH. Karnchang Group, which Securities Public Company Limited to the Company. formerly was a major shareholder of Pathum Thani Water as engaged by the Company to - This is a major shareholder operates the same business as the Company. assess the value of shares in Pathum of CH. Karnchang, holding Thani Water. SCMB Co., Ltd. 19.24 percent of shares as assessed that the fair price of of 27 August 2007. Pathum Thani Water is in the range - CH. Karnchang is a major of Baht 314.58-378.29 per share and shareholder of the Seamico Securities Public Company Company, holding 47.69 Limited assessed that the fair price percent of shares. of Pathum Thani Water is in the - A director of Maharisi Siam range of Baht 389.78-466.35 per Co., Ltd., namely, Mr. Plew share. In this regard, the Board of Trivisvavet, serves as the Directors' Meeting No. 8/2550 on 8 Chairman of the Board of June 2007 and the Extraordinary Directors of the Company. General Meeting of Shareholders No. 1/2550 on 25 June 2007 unanimously resolved to approve such transaction, whereby the interested shareholders without the right to vote on such transaction of the Company included CH. Karnchang and TMB Bank Public Company Limited. In addition, the Person/Juristic 2007 2008 Nine- Person who may Transaction Month Period Relationship Nature of Transaction Necessity/Justification Pricing Policy have conflict of Value Transaction interest (Baht) Value (Baht) Board of Directors Meeting of CH. Karnchang No. 3/2007 on 26 March 2007 and the 2007 Annual Ordinary General Meeting of Shareholders of CH. Karnchang on 30 April 2007 unanimously resolved to approve such transaction, whereby the interested shareholders without the right to vote on such transaction of CH. Karnchang included Mahasiri Siam Co., Ltd., CH. Karnchang Holding Co., Ltd., CK. Office Tower Co., Ltd., Bang Pa-in Land Development Co., Ltd., Mr. Plew Trivisvavet, Mr. Thavorn Trivisvavet and Mr. Kamthorn Trivisvavet. Person/Juristic 2007 2008 Nine- Person who may Transaction Month Period Relationship Nature of Transaction Necessity/Justification Pricing Policy have conflict of Value Transaction interest (Baht) Value (Baht) - Provision of bridge Up to - - The Company executed a loan agreement with two - Such support is in accordance with financing support to 393,900,000 financial institutions on 27 June 2007 for purchase of the sponsor support agreement and lenders for the short-term Pathum Thani Water, divided into a short-term loan of Baht is made for the best interest of the loan repayment should 3,000 Million due for repayment within one year and a Company. the Company be unable long-term loan of Baht 1,000 Million due for repayment to list the ordinary shares within July 2013. According to such loan agreement, as listed securities within Mahasiri Siam Co., Ltd., as the Company's major one year from the loan shareholder, shall be one of the sponsors accounting for drawdown date or in case 13.13 percent of the short-term loan should the Company the proceeds from be unable to list the ordinary shares as listed securities offering for sale of shares within one year from the loan drawdown date or in case the for capital increase on the proceeds from offering for sale of shares for capital Stock Exchange are increase on the Stock Exchange are insufficient to repay insufficient to repay the the short-term loan. In this regard, Mahasiri Siam Co., Ltd. short-term loan. did not charge any guarantee fees. 5.2 Transactions with Pathum Thani Water which is the Company's subsidiary - Interest expenses 1,679,618 - - According to the conditions of the long-term loan agreement - Such support is in accordance with between Pathum Thani Water and a group of financial institutions the sponsor support agreement. dated 21 January 1998, Mahasiri Siam Co., Ltd., as Pathum - Long-term loan and - - Thani Water's major shareholder, shall extend the sponsor accrued interests support in the form of a long-term loan to Pathum Thani Water in case of any cash shortfall, at the interest rate of MLR+0.125% per annum which was changed to MLR-0.5% per annum since October 2006. The repayment shall be in accordance with the conditions as specified in the loan agreement, whereby Pathum Thani Water shall first repay the loan to the financial institution lenders prior to using excess cash to repay the sponsors. Such sponsors did not require any security against such lending. Person/Juristic 2007 2008 Nine- Person who may Transaction Month Period Relationship Nature of Transaction Necessity/Justification Pricing Policy have conflict of Value Transaction interest (Baht) Value (Baht) - This is an associated 6. CH. Karnchang 6.1 Transactions with the Holding Co., company. Company - Ltd. This is a major shareholder - The Company purchased 88,910,680 - - The Company purchased 261,502 ordinary shares held by - The purchase of ordinary shares in of CH. Karnchang, holding ordinary shares held by CH. Karnchang Holding Co., Ltd. in Pathum Thani Water at Pathum Thani Water is intended to 19.24 percent of shares as CH. Karnchang Holding the price of Baht 340 per share, totaling Baht 88,910,680 on minimize conflict of interest. In of 9 April 2007. Co., Ltd. in Pathum Thani 29 June 2007. Such purchase of ordinary shares in Pathum addition, the trading price is in the - CH. Karnchang is a major Water. Thani Water is intended to minimize conflict of interest which range of the prices as assessed by shareholder of the may arise since the Company's major shareholder, namely, SCMB Co., Ltd. and Seamico Company, holding 47.69 CH. Karnchang Group, which formerly was a major Securities Public Company Limited as percent of shares. shareholder of Pathum Thani Water, operates the same engaged by the Company to assess - Prior to 29 June 2007, this business as the Company. the value of shares in Pathum Thani was a shareholder of Water. SCMB Co., Ltd. assessed that Pathum Thani Water, the fair price of Pathum Thani Water is holding 2.18 percent of in the range of Baht 314.58-378.29 per shares. After 29 June 2007, share and Seamico Securities Public CH. Karnchang Holding Co., Company Limited assessed that the Ltd. sold all shares held by it fair price of Pathum Thani Water is in to the Company. the range of Baht 389.78-466.35 per - A director of CH. Karnchang share. In this regard, the Board of Holding Co., Ltd., namely, Directors' Meeting No. 8/2550 on 8 Mr. Plew Trivisvavet, serves June 2007 and the Extraordinary as the Chairman of the General Meeting of Shareholders No. Board of Directors of the 1/2550 on 25 June 2007 unanimously Company. resolved to approve such transaction, whereby the interested shareholders without the right to vote on such transaction of the Company included CH. Karnchang and TMB Bank Public Company Limited. Furthermore, the Board of Directors' Meeting of CH. Person/Juristic 2007 2008 Nine- Person who may Transaction Month Period Relationship Nature of Transaction Necessity/Justification Pricing Policy have conflict of Value Transaction interest (Baht) Value (Baht) Karnchang No. 3/2007 on 26 March 2007 and the 2007 Annual Ordinary General Meeting of Shareholders of CH. Karnchang on 30 April 2007 unanimously resolved to approve such transaction, whereby the interested shareholders without the right to vote on such transaction of CH. Karnchang included Mahasiri Siam Co., Ltd., CH. Karnchang Holding Co., Ltd., CK. Office Tower Co., Ltd., Bang Pa-in Land Development Co., Ltd., Mr. Plew Trivisvavet, Mr. Thavorn Trivisvavet and Mr. Kamthorn Trivisvavet. 6.2 Transactions with Pathum Thani Water which is the Company's subsidiary - Interest expenses 116,977 - - According to the conditions of the long-term loan agreement - Such support is in accordance with the between Pathum Thani Water and a group of financial sponsor support agreement. -Long-term loan and accrued - - institutions dated 21 January 1998, CH. Karnchang Holding interests Co., Ltd., as Pathum Thani Water's major shareholder, shall extend the sponsor support in the form of a long-term loan to Pathum Thani Water Co., Ltd. in case of any cash shortfall, at the interest rate of MLR+0.125% per annum which was changed to MLR-0.5% per annum since October 2006. The repayment shall be in accordance with the conditions as specified in the loan agreement, whereby Pathum Thani Water shall first repay the loan to the financial institution lenders prior to using excess cash to repay the sponsors. In Person/Juristic 2007 2008 Nine- Person who may Transaction Month Period Relationship Nature of Transaction Necessity/Justification Pricing Policy have conflict of Value Transaction interest (Baht) Value (Baht) this regard, such sponsors did not require any security against such lending. Person/Juristic 2007 2008 Nine- Person who may Transaction Month Period Relationship Nature of Transaction Necessity/Justification Pricing Policy have conflict of Value Transaction interest (Baht) Value (Baht) - This is an associated 7. Capital Rice 7.1 Transaction with the Co., Ltd. company. Company - Prior to 24 May 2007, this - The Company purchased 190,894,360 - - On 14 December 2007, the Company purchased 561,454 - The purchase of ordinary shares in was a major shareholder of ordinary shares held by ordinary shares in Pathum Thani Water at the price of Baht Pathum Thani Water is intended to Pathum Thani Water, Capital Rice Co., Ltd. in 340 per share, totaling Baht 190,894,360. Such purchase minimize conflict of interest. In holding 15.74 percent of Pathum Thani Water. of ordinary shares in Pathum Thani Water is intended to addition, the trading price is in the shares. After 24 May 2007, minimize conflict of interest which may arise since the range of the prices as assessed by Capital Rice Co., Ltd. sold Company's major shareholder, namely, CH. Karnchang SCMB Co., Ltd. and Seamico its shares in Pathum Thani Group, which previously was a major shareholder of Securities Public Company Limited as Water to STC Capital Pathum Thani Water, operates the same business as the engaged by the Company to assess Holding Co., Ltd. Company. the value of shares in Pathum Thani representing 11.02 percent. Water. SCMB Co., Ltd. assessed that - STC Capital Holding Co., the fair price of Pathum Thani Water is Ltd. is a major shareholder in the range of Baht 314.58-378.29 per of Capital Rice Co., Ltd., share and Seamico Securities Public holding 40 percent of shares Company Limited assessed that the as of 30 April 2007. fair price of Pathum Thani Water is in Moreover, three directors of the range of Baht 389.78-466.35 per Capital Rice Co., Ltd. serve share. In this regard, the Board of as directors of STC Capital Directors' Meeting No. 8/2550 on 8 Holding Co., Ltd., namely, 1) June 2007 and the Extraordinary Mr. Nati Sirawat, 2) Mr. General Meeting of Shareholders No. Worapong Pitchpongsa, and 1/2550 on 25 June 2007 unanimously 3) Mr. Wichien resolved to approve such transaction, Wanichakwong. whereby the interested shareholders without the right to vote on such transaction of the Company included CH. Karnchang and TMB Bank Public Company Limited. Furthermore, the Board of Directors' Meeting of CH. Person/Juristic 2007 2008 Nine- Person who may Transaction Month Period (more)