2.9 Related Transaction

  (1) Related Parties Transaction

In the years 2011 and 2010, United Securities Pcl. had significant
related transactions with the related parties which were additionally
disclosed in the Notes to Financial Statement of the Company as of 31
December, 2011 classified under type of business income transactions as
follows:

1. Brokerage Fee Income

  -------------------- ----------------------------- -------------- ------------
  Related Parties      Relationships                 Amount of      
                                                     Transactions   

                                                     2010           2011

  1. A.P.F. Holdings   Being the Company’s major     123,072.92     204,485.23
  Co., Ltd.*           shareholder                                  

  2. Mr. Choakchai     Being brother of Mr. Choakdee 65,662.83      55,358.13
  Chinthamitr*         Chinthamitr who is US’s                      
                       management                                   

  3. Mr. Samart        Being Director of Group Lease 6,792.60       24,964.38
  Chiradamrong *       Pcl. which has a Director in                 
                       common – Mr. Mitsuji                         
                       Konoshita                                    

  4. Mrs.Orawan        Being mother of Mr. Choakdee  1,834.08       15,565.51
  Chinthamitr*         Chinthamitr who is US’s                      
                       management                                   

  5. A.P.F.            Being the Company whose       116,302.20     -
  International        shares were held by US’s                     
  Insurance Co., Ltd.* major shareholder’s                          
                       subsidiary, APF International                
                       and there is one joint                       
                       Director – Mr. Mitsuji                       
                       Konoshita                                    

  6. Ufinves Co.,      Having a common Director with 72,166.40      -
  Ltd.*                US’s subsidiary                              

  7. Mr.Jeremy Liau*   Being US’s Director and       59,980.96      -
                       Management                                   

  8. Mr. Santi         Being the father of           41,085.90      -
  Janvatanavit*        Mrs.Suwanna Sankamekha who is                
                       the management and director                  
                       of US’s subsidiary                           

  9. Mr.Sirawat        Being US’s Independent        30,859.77      -
  Wanglee *            Director                                     

  10. Mr. Satoshi Ueda Being Director of             3,745.75       -
  *                    A.P.F.Management Co.,Ltd.                    
                       which has A.P.F.Holding                      
                       Co.,Ltd. as a major                          
                       shareholder.                                 

  11. Mr. Tatsuya      Being the Director and        2,712.50       -
  Konoshita*           Management of US                             

  12. A.P.F.           Being the Company whose       575.00         -
  Management Co.,Ltd.* shares were held by US’s                     
                       major shareholder, APF                       
                       Holdings                                     

  13. Mr. Somyod       Being the Director of A.P.F   261.00         -
  Sutheerapornchai*    International Insurance Co.                  
                       which is a related company                   
                       and has Mr. Mitsuji Konoshita                
                       as common director                           

  Total                                              525,051.91     300,373.30
  -------------------- ----------------------------- -------------- ------------

*Related persons to the Company’s former parent company and executives

Remark : - The Brokerage fee rate charged to all related parties was the
market rate which was normally charged to other ordinary customers, i.e.
at 0.10-0.25% of trading volume.

2.  Financial Advisory Fee and Services Income

  --------------- ------------ ------------------------- -------------- ----------
  Related Parties Details of   Relationships             Amount of      
                  Service Fee*                           Transactions   

                                                         2010           2011

  1. A.P.F.       Accounting   Being US’s major          1,185,000      -
  Holdings Co.,   fee          shareholder                              
  Ltd.*                                                                 

  2. A.P.F.       Management   Being the Company whose   120,000.00     -
  Management      fee          shares were held by US’s                 
  Co.,Ltd.*                    major shareholder, APF                   
                               Holdings                                 

  3. A.P.F        Management   Being the Company whose   30,000.00      -
  Hospitality     fee          shares were held by US’s                 
  Co., Ltd.*                   major shareholder, APF                   
                               Holdings and has a                       
                               Director in common,                      
                               Mr.Mitsuji Konoshita                     

  4. A.P.F.       System       Being the Company whose   420,000.00     -
  International   Support      shares were held by US’s                 
  Insurance Co.,  service fee  major shareholder’s                      
  Ltd.*                        subsidiary, APF                          
                               International and there                  
                               is one joint Director –                  
                               Mr. Mitsuji Konoshita                    

  5. Showa Rubber Custody fee  Being the Company with    434,888.40     -
  Limited*                     one joint Director – Mr.                 
                               Tatsuya Konoshita                        

  6. A.P.F.       Custody fee  Being the Company whose   358,128.41     -
  Management                   shares were held by US’s                 
  Co.,Ltd.*                    major shareholder, APF                   
                               Holdings                                 

  7. A.P.F.       Investment   Being the Company whose   992,375.00     -
  International   Advisory fee shares were held by US’s                 
  Insurance Co.,               major shareholder’s                      
  Ltd.*                        subsidiary, APF                          
                               International and there                  
                               is one joint Director –                  
                               Mr. Mitsuji Konoshita                    

  8. Mr. Jeremy   Asset        Being US’s management and 41,296.17      -
  Liau*           Management   Director                                 
                  fee                                                   

  9. Mr. Sirawat  Asset        Being US’s Director       27,143.11      -
  Wanglee*        Management                                            
                  fee                                                   

  Total                                                  3,608,831.09   -
  --------------- ------------ ------------------------- -------------- ----------

*Related persons to the Company’s former parent company and executives

Remark : The service fee rate charged was the agreed rate stated in the
contract.

  3. Interest Received and Fee Received

+-----------------+------------------------+------------+------------+
| Related Parties | Relationships          | Amount of  |            |
|                 |                        | Tr         |            |
|                 |                        | ansactions |            |
+=================+========================+============+============+
|                 |                        | 2010       | 2011       |
+-----------------+------------------------+------------+------------+
| 1.              | Being the Company      | 21,        | 9,         |
| A.              | whose shares were held | 592,122.38 | 902,739.42 |
| P.F.Hospitality | by US’s major          |            |            |
| Co., Ltd.*      | shareholder, APF       | -          | 150,224.70 |
|                 | Holdings and has a     |            |            |
| 2. UOB Bank     | Director in common,    |            |            |
| (Thai) Pcl.     | Mr.Mitsuji Konoshita   |            |            |
|                 |                        |            |            |
|                 | Being affiliate        |            |            |
|                 | company                |            |            |
+-----------------+------------------------+------------+------------+
| Total           |                        | 21,        | 10,        |
|                 |                        | 592,122.38 | 052,964.12 |
+-----------------+------------------------+------------+------------+

*Related persons to the Company’s former parent company and executives

Remark : Being the rates which were normally charged to normal
customers, i.e. interest rate 8.03-8.34% p.a.

  4. Rent and Services Paid

  --------------------------------------------------------------------------
  Related Parties     Relationships             Amount of      
                                                Transactions   
  ------------------- ------------------------- -------------- -------------
                                                2010           2011

  1. Bangkok Station  Being the Company whose   -              -
  Network Co., Ltd.   shares were held by US’s                 
                      major shareholder, APF                   
                      Holdings                                 

  2. APF              Being the Company whose   584,600.43     -
  International       shares were held by US’s                 
  Insurance Co., Ltd. major shareholder’s                      
                      subsidiary, APF                          
                      International and there                  
                      is one joint Director –                  
                      Mr. Mitsuji Konoshita                    

  3. Sanwa World      Being the shareholder of  -              -
  Service Co., Ltd.   US’s major shareholder,                  
                      APF Holdings and has a                   
                      Director in common,                      
                      Mr.Mitsuji Konoshita                     

  4. PP Coral Resort  Being the Company whose   25,196.56      -
  Co., Ltd.           shares were held by US’s                 
                      major shareholder, APF                   
                      Holdings and has a                       
                      Director in common, Mr.                  
                      Mitsuji Konoshita                        

  Total                                         609,796.99     -
  --------------------------------------------------------------------------

  Remark : Being the rates which were normally charged to normal
  customers.

(2) Necessity and the Justification of Related Transactions

The abovementioned related transactions are somewhat necessary and
justified to serve the highest benefit of the Company and in which the
Independent Directors believe to be the characteristics of normal
business or supporting of normal business that the Company has received
or paid in fair market price and thus proves the justification of the
transactions.

(3) Criteria and Process of the Approval for Related Transactions

The Board of Directors’ had resolved to approve in principle for the
Company’s management to be able to make approval on related party
transactions provided that the type of transactions are normal or
supported normal businesses of the Company. And such transactions should
also have normal commercial terms that a normal person will do with
other unrelated party which is in compliance to the newly amended
Securities & Exchange Act (No 4) B.E. 2551. Those transactions shall be
disclosed to the public correctly and completely according to the
related laws and regulations and all transactions will appear in the
Company’s audited financial statement notes.

(4) Policy on Future Related Transactions.

It is evident that the existing related transactions will continue in
the future which would be controlled to be done under normal business
conditions commercial terms and at normal market price similarly to the
ordinary customers. In order to do so, the Independent Directors or the
Audit Committee or the company’s Internal Auditor or any other
independent specialist (if needs be) will be assigned to examine and
analyze or comments on the justification of the price and the
transactions.

In approving the Company’s future related transactions, the
abovementioned process will be applied. In addition, disclosure of such
transactions should be done in compliance with the set regulations and
all related party transactions will appear in the Company’s audited
financial statement notes. Moreover, those management or directors who
have or tend to have any conflict of interest in any of the transactions
are not allowed to participate in the voting of that case and that they
are asked to leave the meeting room for transparency or may stay in the
meeting only to provide additional information only.