2.9 Related Transaction

  (1) Related Parties Transaction

In the years 2010 and 2009, United Securities Pcl. and its subsidiary
had significant related transactions with the related parties which were
additionally disclosed in the Notes to Financial Statement of the
Company as of 31 December, 2010 classified under type of business income
transactions as follows:

1. Brokerage Fee Income

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

                                                     2009           2010

  1. City Holding Co., Having a common Director with 40,417.50      -
  Ltd.                 US’s subsidiary                              

  2. Ufinves Co., Ltd. Having a common Director with -              72,166.40
                       US’s subsidiary                              

  3. Mr. Tatsuya       Being the Director and        -              2,712.50
  Konoshita            Management of US                             

  4. A.P.F. Holdings   Being the Company’s major     -              123,072.92
  Co., Ltd.            shareholder                                  

  5. A.P.F. Management Being the Company whose       -              575.00
  Co.,Ltd.             shares were held by US’s                     
                       major shareholder, APF                       
                       Holdings                                     

  6. A.P.F.            Being the Company whose       -              116,302.20
  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           104,663.63     41,085.90
  Janvatanavit         Mrs.Suwanna Sankamekha who is                
                       the management and director                  
                       of US’s subsidiary                           

  8. Mr. Samart        Being Director of Group Lease -              6,792.60
  Chiradamrong         Pcl. which has a Director in                 
                       common – Mr. Mitsuji                         
                       Konoshita                                    

  9. Mr.Jeremy Liau    Being US’s Director and       42,533.16      59,980.96
                       Management                                   

  10. Mr. Satoshi Ueda Being Director of             1,754.63       3,745.75
                       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        45,253.51      30,859.77
  Wanglee              Director                                     

  12. Mr. Somyod       Being the Director of A.P.F   -              261.00
  Sutheerapornchai     International Insurance Co.                  
                       which is a related company                   
                       and has Mr. Mitsuji Konoshita                
                       as common director                           

  13. Mr.Choakchai     Being brother of Mr.Choakdee  161,250.47     65,662.83
  Chinthamitr          Chinthamitr who is US’s                      
                       management                                   

  14. Mrs.Orawan       Being mother of Mr.Choakdee   9,154.94       1,834.08
  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.                                    

  Total                                              405,227.84     525,051.91
  -------------------- ----------------------------- -------------- ------------

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 0.10-0.25% of trading volume.

2.  Financial Advisory Fee and Services Income

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

                                                  2009           2010

  1. A.P.F.       Accounting fee Being US’s major 3,300,000.00   1,185,000
  Holdings Co.,                  shareholder                     
  Ltd.                                                           

  2. A.P.F.       Management fee Being the        60,000.00      120,000.00
  Management                     Company whose                   
  Co.,Ltd.                       shares were held                
                                 by US’s major                   
                                 shareholder, APF                
                                 Holdings                        

  3. A.P.F        Management fee Being the        -              30,000.00
  Hospitality                    Company whose                   
  Co., Ltd.                      shares were held                
                                 by US’s major                   
                                 shareholder, APF                
                                 Holdings and has                
                                 a Director in                   
                                 common,                         
                                 Mr.Mitsuji                      
                                 Konoshita                       

  4. A.P.F.       System Support Being the        620,000.00     420,000.00
  International   service fee    Company whose                   
  Insurance Co.,                 shares were held                
  Ltd.                           by US’s major                   
                                 shareholder’s                   
                                 subsidiary, APF                 
                                 International                   
                                 and there is one                
                                 joint Director –                
                                 Mr. Mitsuji                     
                                 Konoshita                       

  5. Showa Rubber Custody fee    Being the        909,250.00     434,888.40
  Limited                        Company with one                
                                 joint Director –                
                                 Mr. Tatsuya                     
                                 Konoshita                       

  6. A.P.F.       Custody fee    Being the        -              358,128.41
  Management                     Company whose                   
  Co.,Ltd.                       shares were held                
                                 by US’s major                   
                                 shareholder, APF                
                                 Holdings                        

  7. A.P.F.       Investment     Being the        -              992,375.00
  International   Advisory fee   Company whose                   
  Insurance Co.,                 shares were held                
  Ltd.                           by US’s major                   
                                 shareholder’s                   
                                 subsidiary, APF                 
                                 International                   
                                 and there is one                
                                 joint Director –                
                                 Mr. Mitsuji                     
                                 Konoshita                       

  8. Mr. Jeremy   Asset          Being US’s       30,841.96      41,296.17
  Liau            Management fee management and                  
                                 Director                        

  9. Mr. Sirawat  Asset          Being US’s       29,353.87      27,143.11
  Wanglee         Management fee Director                        

  Total                                           4,949,445.83   3,608,831.09
  --------------- -------------- ---------------- -------------- --------------

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

  3. Interest Received and Fee Received

  -----------------------------------------------------------------------------
  Related Parties     Relationships             Amount of       
                                                Transactions    
  ------------------- ------------------------- --------------- ---------------
                                                2009            2010

  1.                  Being the Company whose   24,020,754.66   21,592,122.38
  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                      

  Total                                         24,020,754.66   21,592,122.38
  -----------------------------------------------------------------------------

  Remark : Being the rates which were normally charged to normal
  customers, i.e. interest rate 8.03-8.34% p.a.

  4. Rent and Services Paid

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

  1. Bangkok Station  Being the Company whose   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     584,600.43
  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  30,870.90      -
  Service Co.,Ltd.    US’s major shareholder,                  
                      APF Holdings and has a                   
                      Director in common,                      
                      Mr.Mitsuji Konoshita                     

  4. PP Coral Resort  Being the Company whose   -              25,196.56
  Co., Ltd.           shares were held by US’s                 
                      major shareholder, APF                   
                      Holdings and has a                       
                      Director in common, Mr.                  
                      Mitsuji Konoshita                        

  Total                                         908,152.38     609,796.99
  --------------------------------------------------------------------------

  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) Criteria and 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 or may stay in the
meeting only to provide additional information only.