8.  CAPITAL STRUCTURE

    1.  Securities of Company

-   Registered Capital

    -   710,000,000 common shares, par value of 1.00 Baht, totaling
        710,000,000 Baht

    -   240,000,000 convertible preferred shares, par value of 1.00
        Baht, totaling 240,000,000 Baht

        -   Paid-up Capital

    -   622,040,000 common shares, par value of 1.00 Baht, totaling
        622,040,000 Baht

    -   240,000,000 convertible preferred shares, par value of 1.00
        Baht, totaling 240,000,000 Baht

-   Amount, Value, Condition and Description of Preferred Shareholder

At the Extraordinary General Meeting on 30^(th) May, 2001, the Meeting
resolved to approve the increment of capital by offering new 24 million
convertible preferred shares (can be changeable to common shares) to
Apsilon Ventures Pte Ltd (100 percent wholly owned by Keppel
Telecommunications & Transportation Ltd) at the price of 10 Baht per
share, together with warrants of 16 million units at the price of 0
Baht.

-   Amount of share and impact to voting right of shareholders resulting
    from issuing Thai Trust Fund or NVDR

  No shares were issued from The Trust Fund or NVDR

-   Significant description of convertible preferred shares

-   Preferred shares

One preferred share at the par value of 1.00 Baht could be changeable to
One common share at the par value of 1.00 Baht and the shareholder would
hold the same right as common shareholders, except right to claim assets
before common shareholders in the event of a company dissolving and not
limited to the convertible duration till there was no supportive market
of preferred shares, it could be transferred. As at 31^(st) December
2003, Apsilon Ventures Pte Ltd , acted as a preferred shareholder, has
not exercised the right to transform, such preferred shares contained no
guarantee and credit rating.

-   Warrants

Set 1 Warrants issued to directors and officers (ESOP Scheme)

At the Board of SVOA Planner Co., Ltd. (planner of rehabilitation plan)
on 28^(th) July, 2002, the Meeting resolved to approve the allotment of
free warrants of 5,000,000 units for 5 years term to directors and
officers. 1 unit of warrant can be exercised to purchase 1 common share
at the exercise price of 10 Baht per share with no supportive market of
warrants, but can be transferable. Such warrants contain no guarantee
and credit rating.

On 30^(th) September, 2003, directors and officers totaling 30 people
expressed their intentions to exercise the right to purchase 4,075,000
common shares and there were 925,000 warrants remaining.

Set 2 Warrants issued to Apsilon Ventures Pte Ltd

On 27^(th) July, 2001, Company issued warrants together with the offer
of free 16 Million convertible preferred shares to Apsilon Ventures Pte
Ltd. One unit of warrants will hold the right to purchase 1 common share
based on the price of 10 Baht per share, and be valid for 10 years
starting from the issuing and offering date with no supportive market,
but can be transferable. The warrants contain no guarantee and credit
rating.

On 28^(th) April, 2003 and 29^(th) October, 2003, Apsilon Ventures Pte
Ltd sold warrants of 5,504,000 units and 6,092,215 units respectively to
Mr. Min Intanate.

On 12^(th) November, 2003, Apsilon Ventures Pte Ltd and Mr. Min Intanate
expressed their intentions to exercise warrant to purchase 2,000,000
common shares and 5,504,000 shares respectively.

At the Extraordinary General Meeting No.1/2003 on 27^(th) November,
2003, the Meeting resolved to approve the price adjustment of exercise
right and right ratio of warrants to be consistent with the change of
par value by adjusting the unexercised warrants of 8,496,000 units
issued to Apsilon Ventures Pte Lts to be 84,960,000 units (1 unit of
warrants : 1 common share) and changing the price from 10 Baht to be
1.00 Baht.

As a result, as of now 31^(st) January, 2005, Apsilon Ventures Pte Ltd
and Mr. Min Intanate held warrants of 24,037,850 units and 60,922,150
units respectively.

-   Agreement between major shareholders effecting to the issuance and
    offer of securities or Company’s management and essence of operating
    results

There is no agreement effecting to the above

8.2 Shareholders : Rights and Equality

In 2004, the Company held 1 shareholders’ meeting at the Company : a
2003 annual general meeting. Ten days prior to each meeting, the Company
had sent invitation letters and information concerning meeting agendas
to the shareholders. Under each agenda, the committee’s point of view
was recorded and official minutes of the meeting was provided for the
purpose of close scrutiny by shareholders. In 2003, the Company has
provided more choice for shareholders by enabling the independent
director to be authorized by shareholders in case they were unable to
attend the meeting.

+----+---------------------------------------------+-----------+------+
| N  | Name of Shareholder                         | No. of    | %    |
| o. |                                             | shares    |      |
|    |                                             | held      |      |
+----+---------------------------------------------+-----------+------+
| 1  | Apsilon Ventures Pte Limited                | 24        | 2    |
|    |                                             | 0,000,000 | 8.04 |
+----+---------------------------------------------+-----------+------+
| 2  | Mr. Min Intanate                            | 12        | 1    |
|    |                                             | 5,196,500 | 4.63 |
+----+---------------------------------------------+-----------+------+
| 3  | Nomura Singapore Limited – Customer         | 2         | 3.27 |
|    | Segregated Account                          | 7,952,490 |      |
+----+---------------------------------------------+-----------+------+
| 4  | Mr. Karmthon Poonsak-udomsin                | 2         | 3.07 |
|    |                                             | 6,313,100 |      |
+----+---------------------------------------------+-----------+------+
| 5  | Mr. Payap Shinwatra                         | 2         | 3.01 |
|    |                                             | 5,778,000 |      |
+----+---------------------------------------------+-----------+------+
| 6  | Panini Company Limited                      | 2         | 2.77 |
|    |                                             | 3,726,540 |      |
+----+---------------------------------------------+-----------+------+
| 7  | Thai NDVR Company Limited                   | 1         | 2.02 |
|    |                                             | 7,320,430 |      |
+----+---------------------------------------------+-----------+------+
| 8  | Bank Thai Public Company Limited            | 1         | 1.52 |
|    |                                             | 2,985,350 |      |
+----+---------------------------------------------+-----------+------+
| 9  | Ms. Orapin Poonsak-udomsin                  | 9,141,800 | 1.07 |
+----+---------------------------------------------+-----------+------+
| 10 | TKS Technology Public Company Limited       | 7,600,000 | 0.89 |
+----+---------------------------------------------+-----------+------+

On 12^(th) April, 2004 (The latest date of closing the shareholders’
book), the first ten highest shareholders are : (consist of ordinary
shares and preferred shares totaling 855,790,000 shares altogether )

   Shareholders’ Meeting

  Seven Board of Directors including the Chairman of Audit Committee
  attended the shareholders’ meeting in 2004. Chairman of the meeting
  provided shareholders with the opportunity to examine the Company’s
  operation, ask questions, give ideas and suggestions for various
  issues. Such information was recorded in the meeting report.

8.3 Policy of Dividend Payment

   Dividend Payment Policy of Company to Shareholders

  Dividend Payment Policy of Company is defined to allot 60% of net
  profit after legal reserve allotted upon the approval of the Board of
  Directors and capability to pay dividend of Company and approval of
  the shareholders’ meeting at last. In the Year 2004, Company gained
  the net profit of 170.5 Million Baht. Therefore, the Board of
  Directors’ Meeting No.2/2005 on 18^(th) February, 2005 approved to
  propose the agenda of dividend payment to shareholders of 60% of net
  profit equally to 102.3 Million Baht or 0.12 Baht per share to the
  Annual General Meeting.

   Dividend Payment Policy of Associates to Company

  Dividend Payment Policy of IT CITY Public Company Limited is defined
  to allot 50% of net profit after legal reserve allotted upon the
  approval of the Board of Directors and capability to pay dividend of
  Company and approval of the shareholders’ meeting at last. In the Year
  2004, IT CITY gained the net profit of 117.4 Million Baht. Therefore,
  the Board of Directors’ Meeting No.1/2005 on 18^(th) February, 2005
  approved to propose the agenda of dividend payment to shareholders of
  50% of net profit equally to 58.7 Million Baht or 0.22 Baht per share
  to the Annual General Meeting.

  Dividend Payment Policy of AET Technology Company Limited is defined
  to allot 50% of net profit after legal reserve allotted upon the
  approval of the Board of Directors and capability to pay dividend of
  Company and approval of the shareholders’ meeting at last. In the Year
  2004, it is the first year of which AET has operated its business for
  only 3 months of accounting period. As a result, the Board of
  Directors’ meeting of AET may propose to the shareholders’ meeting not
  to pay any dividend.