11. Connected Transactions

    1.  Connected Transactions with Persons Who May Have Had Conflict of
        Interest

During the year, the Company had business transactions with related
companies (related by having the same shareholders and/or directors)
such as IQA Laboratory Co., Ltd., Premier CE Co., Ltd., Premier Fission
Capital Co., Ltd., Seri Premier Co., Ltd., Premier Marketing Co., Ltd.
and Premier Manufacturing Co., Ltd. Such business transactions were in
line with the terms and conditions mutually agreed upon, or the
agreements between the Company and those companies, and were business as
usual. These included revenue from selling goods and services, revenue
from transfer of rights, expenses of selling, administrative and
commission which are also provided in the Notes of the Financial
Statements for the year 2006 in Remark 6.

On February 27, 2006, the Board of Directors approved the transfer of
the Company’s right to repurchase the land and factory building granted
by the TMB Bank Public Company Limited to Allied Products (Thailand)
Company Limited, a related juristic person. Details are as follows:

+----------------+---------------+------------+-----------------------+
| Name and       | Nature of     | Value      | Rationale             |
| Relation       | Transaction   |            |                       |
|                |               | (Million   |                       |
|                |               | Baht)      |                       |
+----------------+---------------+------------+-----------------------+
| Allied         | The transfer  | The        | After consideration,  |
| Products       | of right to   | Company    | the Audit Committee   |
| (Thailand)     | repurchase    | received   | has the opinion that  |
| Co., Ltd.      | the land and  | 7.2        | such transaction was  |
| (having 1      | factory       | Million    | reasonable for        |
| common         | building      | Baht as    | maximum benefit to    |
| director and   | granted by    | co         | the Company.          |
| the major      | the TMB Bank  | mpensation |                       |
| shareholder of | Public Co.,   | for the    | This is because the   |
| the company    | Ltd.          | transfer.  | land and building     |
| receiving the  |               |            | which the Company had |
| rights         |               |            | the right to          |
| transfer is    |               |            | repurchase were       |
| the elder      |               |            | assets not used for   |
| brother of the |               |            | operating the         |
| Company’s      |               |            | business.             |
| director.)     |               |            |                       |
|                |               |            | In addition, the      |
|                |               |            | compensation the      |
|                |               |            | Company received      |
|                |               |            | combined with the     |
|                |               |            | repurchase price from |
|                |               |            | the Bank and the      |
|                |               |            | various expenses      |
|                |               |            | under its             |
|                |               |            | responsibilities was  |
|                |               |            | higher than the       |
|                |               |            | valuation of the      |
|                |               |            | assets made by the    |
|                |               |            | independent valuator. |
+----------------+---------------+------------+-----------------------+

On October 4, 2006, the Meeting of shareholders approved the purchase of
Datapro Computer Systems Company Limited’s ordinary shares from Premier
Fission Capital Company Limited, a related juristic person. Details are
as follows:

+----------------+---------------+------------+-----------------------+
| Name and       | Nature of     | Value      | Rationale             |
| Relation       | Transaction   |            |                       |
|                |               | (Million   |                       |
|                |               | Baht)      |                       |
+----------------+---------------+------------+-----------------------+
| Premier        | The purchase  | Less than  | It was the            |
| Fission        | of Datapro    | 35.1       | transaction to adjust |
| Capitol Co.    | Computer      | Million    | the shareholding      |
| Ltd. (Four of  | Systems Co.,  | Baht       | structure from 80     |
| the Company’s  | Ltd.’s        |            | percent to 99.99      |
| executives are | ordinary      |            | percent. This was due |
| the seller     | shares        |            | to the fact that      |
| company’s      |               |            | Datapro Computer      |
| indirect       |               |            | Systems Co., Ltd. is  |
| executives and |               |            | a core business with  |
| shareholders – |               |            | good returns and      |
| holding shares |               |            | growth rate. Also,    |
| through        |               |            | the purchase price    |
| Premier        |               |            | agreed upon was       |
| Planner Co.,   |               |            | acceptable.           |
| Ltd.           |               |            |                       |
|                |               |            | After consideration,  |
|                |               |            | the Audit Committee   |
|                |               |            | and independent       |
|                |               |            | financial advisors    |
|                |               |            | had the opinion that  |
|                |               |            | such transaction was  |
|                |               |            | fair and reasonable.  |
+----------------+---------------+------------+-----------------------+

The above-mentioned connected transaction has not yet been accomplished
as approved by the shareholders. This is because Premier Fission Capital
Co., Ltd. is in the process of requesting approval to carry out such
transaction.

11.2 Connected Transactions Between the Company and Its Subsidiary.

-None-