11. Connected transactions

The connected transactions with Datagem Co., Ltd., N.S.B. Co., Ltd. and
Trongsyn Co., Ltd. occurred during 2001 were as the following:

11.1 Datagem Co., Ltd.

11.1.1 Detail of the connected transactions

(1) Connected persons: Datagem Co., Ltd.

(2) Relationship: Datagem Co., Ltd. is a juristic person in which the
    major shareholders and the management of the company hold more than
    10% of total shares.

(3) Business type: Develop and provide services regarding computer
    system.

(4) Major shareholders : Pokkim Company Limited 40.62%

  (% of total shares) Mr. Somboon Fusriboon 16.67%

(5) The characteristic and value of connected transactions between the
    company and N.S.B. Co., Ltd. were stated in the auditor’s notes to
    financial statements for 2001.

11.1.2 The reason, procedure for the approvement, policy and trend of
connected transactions

The company did connected transactions, because Datagem Co., Ltd. is a
dealer, thus being able to buy computer with discount. The company
therefore purchased computers via Datagem Co., Ltd. at the lower prices,
compared to market prices.

The Directors in the meeting held on 24 December 2001 took cognizance of
the transactions occurring in 2001, amounting to Baht 2,257,382.01. All
directors attending the meeting did not oppose to the transactions.

As Datagem Co., Ltd., as a dealer, can provide computers at the lower
prices, compared to the market ones, the company hence will buy them via
Datagem Co., Ltd., under this condition, with the consent of the
directors.

11.2 N.S.B. Co., Ltd.

11.2.1 Detail of the connected transactions

(1) Connected persons: N.S.B. Co., Ltd.

(2) Relationship: N.S.B. Co., Ltd. is a juristic person in which the
    major shareholders of the company hold more than 10% of total
    shares.

(3) Business type: Property developer.

(4) Major shareholders : N.S. Alliance Company Limited 62.50%

  (% of total shares) Pokkim Company Limited 37.50%

(5) The characteristic and value of connected transactions between the
    company and N.S.B. Co., Ltd. were stated in the auditor’s notes to
    financial statements for 2001.

11.2.2 The reason, procedure for the approvement, policy and trend of
connected transactions

On 15 April 1994, the Company made a construction contract with N.S.B.
Co., Ltd., hiring N.S.B. Co., Ltd. to build an office building on the
Company's land, with the consent of the Department of Insurance, under
the following conditions:

-   N.S.B. Co., Ltd. was granted the right to utilize and to lease out
    the office building spaces for a period, commencing from 1 December
    1994 through 30 November 2014. Upon termination of the contract,
    N.S.B. Co., Ltd. shall return the property in a sound condition.

-   The Company has the right to occupy and utilize 5,058 square meters
    of the office space and 1,275 square meters of parking building
    totaling 6,333 square meters for free of charges, excluding the
    building common service fees.

Since then the company has rented additional building area totaling 709
square meters, as its business has expanded.

In 2001, the lease contracts for the building area of 81 square meter
had expired on 19 July 2001, the directors in the meeting held on 24
August 2001 resolved to extend the lease contract. The new contract will
expire within 3 years after the commence date. All directors attending
the meeting did not oppose to the transaction.

The company has done three-year contract with N.S.B. Co., Ltd., moreover
if its business expands, the company will have to rent other building
area with the consent of the directors.

11.3 Trongsyn Co., Ltd.

11.3.1 Detail of the connected transactions

(1) Connected persons: Trongsyn Co., Ltd.

(2) Relationship: Trongsyn Co., Ltd. is subsidiary of a juristic person,
    in which the major shareholder of the company holds more than 10% of
    total shares.

(3) Business type: Insurance Agent

(4) Major shareholders : N.S.B. Co., Ltd. 95.20%

  (% of total shares)

(5) The connected transactions between the company and Throng Seen Co.,
    Ltd. were stated in the auditor’s notes to financial statements for
    2001.

11.3.2 The reason, procedure for the approvement, policy and trend of
connected transactions

The company did the transactions, because Trongsyn Co., Ltd. as a
broker, has done business with the company’s agents for a long time,
thus having a good relation with our agents. The agents thus liked to do
business with Trongsyn Co., Ltd..

The company has given chances for all brokers to do fair business with
the company. The business volume from each broker depends on its
relation with agents, and the management has approved the transactions
to be done with Trongsyn Co., Ltd. in the normal business practice.
Furthermore commission rates to which the company offers Trongsyn Co.,
Ltd. are not different from those received, by other brokers under the
regulation of the Department of Insurance.

Audit Committee’s Opinion on Connected Transactions and Connected
Persons

After having examined the connected transactions between Nam Seng
Insurance Plc. and the connected persons, stated in the company’s
Disclosure of Information as at the end of 2001 (Form 56-1) and Annual
Report for 2001 (Form 56-2), we, Mr. Sant Chotipruk, Mr. Napadol
Putarungsi and Mr. Yongyuth Phusanti, as the Audit Committee’s members,
make a remark that the transactions occurred in the ordinary course of
business with fair deal.