2.11 Related Transaction

  (1) Related Parties Transaction

In the years 2008 and 2007 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, 2008 classified under type of business income
transactions as follows:

1. Brokerage Fee Income

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

                                                     2007           2008

  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
  Ltd.*                US’s subsidiary                              

  3. Ufinves Co.,      Having a common Director with -              776,395.00
  Ltd.*                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       359,718.75     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           18,386.84      109,128.20
  Janvatanavit         Mrs.Suwanna Sankamekha who is                
                       the management and director                  
                       of US’s subsidiary                           

  8. Mr. Samart        Being Director of Group Lease 8,398.23       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
                       Management                                   

  10. Mr. Satoshi Ueda Being Director of             27,619.62      10,685.71
                       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
  Wanglee              Director                                     

  12. Ms. Boon Chia    Being the spouse of Mr.Jeremy 2,284.75       3,074.90
  Pei                  Liau – US’s Director and                     
                       Management                                   

  13. Mr.Tatsuya       Being US’s Director and       1,558.76       -
  Konoshita            Management                                   

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

  Total                                              417,966.95     4,247,128.99
  -------------------- ----------------------------- -------------- --------------

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.

-   In 2007 the Company had no subsidiary company

    * As of 31 Dec, 07 the Company and such person / company has not yet
    been a related party

2.  Financial Advisory Fee Income

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

                                                   2007            2008

  1. A.P.F. Holdings   Being US’s major            14,000,000.00   19,170,000.00
  Co., Ltd.            shareholder                                 

  2. Group Lease Pcl.  Being the Company whose     -               500,000.00
                       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     1,082,277.22    -
  Co.,Ltd.             shares were held by US’s                    
                       major shareholder, APF                      
                       Holdings and there is one                   
                       joint Director – Mr.                        
                       Mitsuji Konoshita                           

  4. A.P.F.            Being the Company whose     -               30,000.00
  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                           

  5. Mr. Jeremy Liau   Being US’s management and   -               6,250.00
                       Director                                    

  6. Mr. Sirawat       Being US’s Director         -               1,041.67
  Wanglee                                                          

  Total                                            15,082,277.22   19,707,291.67
  -------------------- --------------------------- --------------- ---------------

Remark : The Financial Advisory Fee rate charged was the agreed rate
stated in the FA Contract.

3.  Rent and Services Received

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

                                                   2007           2008

  1. Bangkok Station   Being the Company whose     2,097,688.93   274,347.00
  Network Co.,Ltd.     shares were held by US’s                   
                       major shareholder, APF                     
                       Holdings                                   

  Total                                            2,097,688.93   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   
  ------------------- ------------------------- -------------- ---------------
                                                2006           2007

  1.                  Being the Company whose   -              17,685,958.92
  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   7,118,910.29   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                                         7,118,910.29   19,274,810.22
  ----------------------------------------------------------------------------

  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   
  -------------------- --------------------------- -------------- ------------
                                                   2006           2007

  1. Bangkok Station   Being the Company whose     280,270.92     469,165.38
  Network Co.,Ltd.     shares were held by US’s                   
                       major shareholder, APF                     
                       Holdings                                   

  2. Sanwa World       Being the shareholder of    -              18,171.00
  Service Co.,Ltd.     US’s major shareholder’s                   
                       share, APF Holdings and has                
                       a Director in common,                      
                       Mr.Mitsuji Konoshita                       

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

  Total                                            280,270.92     488,650.34
  ----------------------------------------------------------------------------

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

  6. Selling of Assets

  ------------------------------------------------------------------------
  Related Parties   Relationships             Amount of      
                                              Transactions   
  ----------------- ------------------------- -------------- -------------
                                              2006           2007

  Mr.Tatsuya        Being the Company’s       3,100,000      -
  Konoshita         Director and Management                  

  Total                                       3,100,000      -
  ------------------------------------------------------------------------

  Remark : Being the selling of the Company’s resigned Director’s car at
  the selling price of which higher than the market price

(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 believes 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.

Since August, 2008, 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 a 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 SEC’s 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 above
mentioned 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 tends 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.