) Related Party Transaction

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. 7.2 Transactions with Pathum Thani Water which is the Company's subsidiary - Interest expenses 226,463 - - According to the conditions of the long-term loan - Such support is in accordance with agreement between Pathum Thani Water and a group of the sponsor support agreement. - Long-term loan and - - financial institutions dated 21 January 1998, Capital Rice accrued 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 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. 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) 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 8. STC Capital Transaction with the Company Holding Co., company. - The Company purchased 449,637,760 - - The Company purchased 1,322,464 ordinary shares - The purchase of ordinary shares in - Prior to 29 June 2007, this Ltd. ordinary shares held by previously held by STC Capital Holding Co., Ltd. in Pathum Thani Water is intended to was a major shareholder of STC Capital Holding Co., Pathum Thani Water at the price of Baht 340 per share, minimize conflict of interest. In Pathum Thani Water, Ltd. in Pathum Thani totaling Baht 449,637,760 on 29 June 2007. Such addition, the trading price is in the holding 11.02 percent of Water. purchase of ordinary shares in Pathum Thani Water is range of the prices as assessed by shares. After 29 June 2007, intended to minimize conflict of interest which may arise SCMB Co., Ltd. and Seamico STC Capital Holding Co., since the Company's major shareholder, namely, CH. Securities Public Company Limited as Ltd. sold all shares held in Karnchang Group, which previously was a major engaged by the Company to assess Pathum Thani Water to the shareholder of Pathum Thani Water, operates the same the value of shares in Pathum Thani Company. business as the Company. 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. Karnchang No. 3/2007 on 26 March 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) 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) - This is a subsidiary. 9. Pathum Thani Transaction with the Company - The Company is a major Water - Provision of sponsor Up to Up to - Pathum Thani Water executed a long-term loan agreement - Such support is in accordance with shareholder of Pathum Thani support to the Company 162,000,000 162,000,000 with a group of financial institutions on 21 January 1998, the sponsor support agreement. Water, holding 98.0 percent for the business with the total outstanding loan as of 30 June 2007 in the of shares as of 31 operation should the amount of Baht 3,126,688,231, due for repayment every December 2007. Company face any cash six months until the year 2015, for construction of all water - Five directors of Pathum shortfall. production plants and water distribution systems of Thani Water, namely, 1) Mr. Pathum Thani Water. As of 31 December 2007, the Sompodh Sripoom serves Company held 98.0 percent of shares in Pathum Thani as director and Managing Water. According to the loan agreement, the Company, Director of the Company, 2) as Pathum Thani Water's major shareholder, shall extend Mr. Techapit Sangsingkeo the sponsor support amounting to Baht 162 Million in case serves as member and of any cash shortfall. In this regard, the Company did not Chairman of the Audit charge any guarantee fees. Committee of the Company, 3) Mr. Phairuch Mekarporn serves as member of the Audit Committee of the Company, 4) Mr. Tomoaki Matsumoto serves as director of the Company, and 5) Mr. Somkiat Pattamamongkolchai serves as the Company's executive. 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 10. Mitsui & Co Transaction with the Company Ltd. company. - Provision of bridge Up to - - The Company executed a loan agreement with two - Such support is in accordance with - This is a major shareholder financing support to 1,103,100,000 financial institutions on 27 June 2007 for purchase of the sponsor support agreement and of Mitsui, holding 99.9 lenders for the short-term ordinary shares in Pathum Thani Water, divided into a for the best interest of the Company. percent of shares as of 8 loan repayment should short-term loan of Baht 3,000 Million due for repayment March 2007, and Mitsui is a the Company be unable within one year and a long-term loan of Baht 1,000 Million major shareholder of the to list the ordinary shares due for repayment within July 2013. According to such Company, holding 25.9 as listed securities within loan agreement, Mitsui & Co Ltd., as a major shareholder percent of shares as of 30 one year from the loan of Mitsui which is the Company's major shareholder, shall June 2007. drawdown date or in be one of the financial sponsors accounting for 36.77 - Two directors of Mitsui, case the proceeds from percent of the short-term loan should the Company be namely, 1) Mr. Yoshio offering for sale of shares unable to list the ordinary shares as listed securities within Kometani, and 2) Mr. for capital increase on one year from the loan drawdown date or in case the Tomoaki Matsumoto, serve the Stock Exchange are proceeds from offering for sale of shares for capital as the Company's directors. insufficient to repay the increase on the Stock Exchange are insufficient to repay short-term loan. the short-term loan. In this regard, Mitsui & Co Ltd. did not charge any guarantee fees. - In May 2008, the Company has already repaid the short- term loan in full. 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 11. CK. Office Transactions with BJT Water Tower Co., company. - Its major shareholder, Ltd. - Office rental 981,503 - - BJT Water took on lease of an office space from CK. Office - Such rental rate is lower than the namely, Mahasiri Siam Co., (January - Tower Co., Ltd. for use as its office, with a three-year lease market price as compared to that of Ltd., holding 25 percent of October 2007) term from 4 August 2005, covering a total area of 186.28 adjacent areas. shares, which is a major square meters, at the rental rate of Baht 140 per square shareholder of CH. - Trade accounts payable 6,361 - meter for 1 January - 31 August 2006, amounting to Baht Karnchang, and CH. 26,079 per month, and Baht 128 per square meter per Karnchang is a major month or amounting to Baht 27,178 per month for 1 shareholder of the September 2006 onwards, respectively. Other than the Company. office rental, BJT Water shall also be liable for various - The Chairman of the Board public utility charges. of Directors, namely, Mr. - Since November 2007, CK. Office Tower Co., Ltd. sold Plew Trivisvavet, serves as certain assets to CH. Karnchang, including the office director of CK. Office Tower leased out to BJT Water by CK. Office Tower Co., Ltd. Co., Ltd. Therefore, since November 2007, BJT Water took on lease of the office space from CH. Karnchang. - This was an associated 12. Thai Pracha Transactions with BJT Water Construction company. - Fees for transporting 5,205,760 - - BJT Water engaged Thai Pracha Construction Limited - Such rate is comparable to the - Its parner, namely, Mrs. Limited sediments from tap water (January - Partnership to transport sediments from tap water market price. Partnership Piyaphon Setha-olan, serves production August 2007) production since 1 January 2006, with the contract value of as director and major Baht 196 per cubic meter. shareholder of Rayong Real - Accrued fees for - BJT Water terminated the agreement engaging Thai Estate Co., Ltd. transporting sediments - - Pracha Construction Limited Partnership for transporting - From 12 July 2006 to 25 from tap water production sediments and instead engaged another company for such January 2007, Rayong Real service since September 2007. Estate Co., Ltd. was a major shareholder of BJT Water, holding 90.1 percent of shares. 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) - He is a director of the 13. Mr. Narong Transaction with Pathum Thani Sangsuriya Company. Water which is the Company's - He is a director of CH. subsidiary Karnchang which is the - Consulting fees for 60,000 - - This represents the consulting fees for contact and - Mr. Narong Sangsuriya has Company's major operations of Pathum coordination with banks and planning for the restructuring experience, knowledge and shareholder, holding 35.3 Thani Water of Pathum Thani Water for the year 2007, whereby Pathum capacities and has served as the percent of shares in the Thani Water terminated such consultation service on 24 Chairman of the Board of Directors of Company. July 2007. Pathum Thani Water for a long time. - He is a shareholder of the He therefore is very well informed of Company, holding shares all matters of Pathum Thani Water. representing 0 percent (2.0 million shares). - He was a director of Pathum Thani Water prior to 1 October 2006. (more)