2.11 Related Transaction

  (1) Related Parties Transaction

In the years 2009 and 2008, United Securities Pcl. and its subsidiary
had significant related transactions with the related parties which was
additionally disclosed in the Notes to Financial Statement of the
Company as of 31 December, 2009 classified under type of business income
transactions as follows:

1. Brokerage Fee Income

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

                                                     2008           2009

  1. TME Capital Co.,  Having a common Director with 2,606,533.50   -
  Ltd.                 US’s subsidiary                              

  2. City Holding Co., Having a common Director with 332,645.00     40,417.50
  Ltd.                 US’s subsidiary                              

  3. Ufinves Co., Ltd. Having a common Director with 776,395.00     -
                       US’s subsidiary                              

  4. Mr. Verajet       Being the Director of US’s    139,691.80     -
  Vongkusolkit         subsidiary                                   

  5. A.P.F. Management Being the Company whose       112,590.00     -
  Co.,Ltd.             shares were held by US’s                     
                       major shareholder, APF                       
                       Holdings and there is one                    
                       joint Director – Mr. Mitsuji                 
                       Konoshita                                    

  6. A.P.F.            Being the Company whose       112,490.00     -
  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                                    

  7. Mr. Santi         Being the father of           109,128.20     104,663.63
  Janvatanavit         Mrs.Suwanna Sankamekha who is                
                       the management and director                  
                       of US’s subsidiary                           

  8. Mr. Samart        Being Director of Group Lease 21,825.25      -
  Chiradamrong         Pcl. which has a Director in                 
                       common – Mr. Mitsuji                         
                       Konoshita                                    

  9. Mr.Jeremy Liau    Being US’s Director and       17,775.68      42,533.16
                       Management                                   

  10. Mr. Satoshi Ueda Being Director of             10,685.71      1,754.63
                       A.P.F.Management Co.,Ltd.                    
                       which has A.P.F.Holding                      
                       Co.,Ltd. as a major                          
                       shareholder.                                 

  11. Mr.Sirawat       Being US’s Independent        4,193.95       45,253.51
  Wanglee              Director                                     

  12. Ms. Boon Chia    Being the spouse of Mr.Jeremy 3,074.90       -
  Pei                  Liau – US’s Director and                     
                       Management                                   

  13. Mr.Choakchai     Being brother of Mr.Choakdee  -              161,250.47
  Chinthamitr*         Chinthamitr who is US’s                      
                       management                                   

  14. Mrs.Orawan       Being mother of Mr.Choakdee   -              9,154.94
  Chinthamitr*         Chinthamitr who is US’s                      
                       management                                   

  15. Mr. Kotaro Maru  Being Director of Bangkok     -              200.00
                       Station Network Co.,Ltd.                     
                       whose shares were held by                    
                       US’s major shareholder, APF                  
                       Holdings.                                    

  16. Ms.Srisunan      Being US’s management         100.00         -
  Kongtragoolpitag                                                  

  Total                                              4,247,128.99   405,227.84
  -------------------- ----------------------------- -------------- ------------

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 0.25% of trading volume.

* As of 31 Dec, 08 the Company and such person / company has not yet
been a related party

2.  Financial Advisory Fee Income

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

                                                   2008            2009

  1. A.P.F.       Accounting fee Being US’s major  19,170,000.00   3,300,000.00
  Holdings Co.,                  shareholder                       
  Ltd.                                                             

  2. Group Lease  Financial      Being the Company 500,000.00      -
  Pcl.            Advisory fee   whose shares were                 
                                 held by US’s                      
                                 major                             
                                 shareholder’s                     
                                 subsidiary, APF                   
                                 Management and                    
                                 has a Director in                 
                                 common,                           
                                 Mr.Mitsuji                        
                                 Konoshita                         

  3. A.P.F.       Management fee Being the Company -               60,000.00
  Management                     whose shares were                 
  Co.,Ltd.                       held by US’s                      
                                 major                             
                                 shareholder, APF                  
                                 Holdings and                      
                                 there is one                      
                                 joint Director –                  
                                 Mr. Mitsuji                       
                                 Konoshita                         

  4. A.P.F.       System Support Being the Company 30,000.00       620,000.00
  International   service fee    whose shares were                 
  Insurance Co.,                 held by US’s                      
  Ltd.                           major                             
                                 shareholder’s                     
                                 subsidiary, APF                   
                                 International and                 
                                 there is one                      
                                 joint Director –                  
                                 Mr. Mitsuji                       
                                 Konoshita                         

  5. Showa Rubber Custody fee    Being the Company -               909,250.00
  Limited                        with one joint                    
                                 Director – Mr.                    
                                 Mitsuji Konoshita                 

  6. Mr. Jeremy   Asset          Being US’s        6,250.00        30,841.96
  Liau            Management fee management and                    
                                 Director                          

  7. Mr. Sirawat  Asset          Being US’s        1,041.67        29,353.87
  Wanglee         Management fee Director                          

  Total                                            19,707,291.67   4,949,445.83
  --------------- -------------- ----------------- --------------- --------------

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

* The reported fees were the details of service fees happened in the
year 2009

3.  Rent and Services Received

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

                                                   2008           2009

  1. Bangkok Station   Being the Company whose     274,347.00     -
  Network Co.,Ltd.     shares were held by US’s                   
                       major shareholder, APF                     
                       Holdings                                   

  Total                                            274,347.00     -
  -------------------- --------------------------- -------------- -----------

Remark : Being the fee for renting the Company’s office space. The
rental fee rate charged was the agreed rate stated in the Rental
Contract.

  4. Interest Received and Fee Received

  -----------------------------------------------------------------------------
  Related Parties     Relationships             Amount of       
                                                Transactions    
  ------------------- ------------------------- --------------- ---------------
                                                2008            2009

  1.                  Being the Company whose   17,685,958.92   24,020,754.66
  A.P.F.Hospitality   shares were held by US’s                  
  Co., Ltd.           major shareholder, APF                    
                      Holdings and has a                        
                      Director in common,                       
                      Mr.Mitsuji Konoshita                      

  2. Group Lease Pcl. Being the Company whose   1,542,823.90    -
                      shares were held by US’s                  
                      major shareholder’s                       
                      subsidiary, APF                           
                      Management and has a                      
                      Director in common,                       
                      Mr.Mitsuji Konoshita                      

  3. A.P.F.Management Being the Company whose   46,027.40       -
  Co.,Ltd.            shares were held by US’s                  
                      major shareholder, APF                    
                      Holdings and has a                        
                      Director in common,                       
                      Mr.Mitsuji Konoshita                      

  Total                                         19,274,810.22   24,020,754.66
  -----------------------------------------------------------------------------

  Remark : Being the rates which were normally charged to normal
  customers, i.e. interest rate 7.12-9.15% p.a.

  5. Rent and Services Paid

  ---------------------------------------------------------------------------
  Related Parties     Relationships              Amount of      
                                                 Transactions   
  ------------------- -------------------------- -------------- -------------
                                                 2008           2009

  1. Bangkok Station  Being the Company whose    469,165.38     34,200.00
  Network Co.,Ltd.    shares were held by US’s                  
                      major shareholder, APF                    
                      Holdings                                  

  2. APF              Being the Company whose    -              843,081.48
  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   18,171.00      30,870.90
  Service Co.,Ltd.    US’s major shareholder,                   
                      APF Holdings and has a                    
                      Director in common,                       
                      Mr.Mitsuji Konoshita                      

  4. Asukano Foods    Being the Company whose    1,313.96       -
  (Thailand) Co.,     shares were held by US’s                  
  Ltd.                major shareholder, APF                    
                      Holdings                                  

  Total                                          488,650.34     908,152.38
  ---------------------------------------------------------------------------

  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) Methods/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. In addition, the Board also
appointed Related Party Transaction Working Group to be responsible to
pre-determine the appropriateness of such transactions or whether the
terms are justified. The Working Group will receive the information
concerning the transactions together with the credit analysis from the
Risk Management Dept., evaluate them and provide additional opinions
whether such transactions are in line with the approved principle and
should be approved or not and determine the size of the transactions
whether they should be approved by the Executive Committee or the Board
of Directors or by the shareholders. 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 especially transactions on brokerage fee, Interest and fees,
financial advisory fee, rental fee as well as other services fees. Those
related transactions 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.