2.11 Related Transaction

  (1) Related Parties Transaction

In the years 2005 and 2006 United Securities PLC. had significant
related transactions with the related parties classified under type of
business income transactions as follows:

1. Brokerage Fee Income

+-------------------+-----------------------------+--------+---+--------+
| Related Parties   | Relationships               | Amount |   |        |
|                   |                             | of     |   |        |
|                   |                             | Transa |   |        |
|                   |                             | ctions |   |        |
+-------------------+-----------------------------+--------+---+--------+
|                   |                             | 2005   | 2 |        |
|                   |                             |        | 0 |        |
|                   |                             |        | 0 |        |
|                   |                             |        | 6 |        |
+-------------------+-----------------------------+--------+---+--------+
| 1. TME Capital    | Being one of the former     | 360,   | 8 |        |
| Co., Ltd.*        | major shareholders of US    | 537.31 | 2 |        |
|                   | which also held by          |        | 6 |        |
|                   | Wongkusolkit Group and      |        | , |        |
|                   | there is one joint Director |        | 5 |        |
|                   | – Mr.Vitoon Wongkusolkit    |        | 9 |        |
|                   |                             |        | 2 |        |
|                   |                             |        | . |        |
|                   |                             |        | 3 |        |
|                   |                             |        | 7 |        |
+-------------------+-----------------------------+--------+---+--------+
| 2. City Holding   | Being one of the former     | 151,   | 5 |        |
| Co., Ltd.*        | major shareholders of US    | 123.74 | 7 |        |
|                   | which also held by          |        | , |        |
|                   | Wongkusolkit Group and      |        | 1 |        |
|                   | there are two joint         |        | 8 |        |
|                   | Directors – Mr.Vitoon       |        | 2 |        |
|                   | Wongkusolkit and Mr.Verajet |        | . |        |
|                   | Vongkusolkit                |        | 8 |        |
|                   |                             |        | 1 |        |
+-------------------+-----------------------------+--------+---+--------+
| 3. Banpu PLC.*    | Having the company’s shares | 6,782, | - |        |
|                   | held by US’s major          | 110.78 |   |        |
|                   | shareholder and there is    |        |   |        |
|                   | one joint Director –        |        |   |        |
|                   | Mr.Vitoon Wongkusolkit      |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 4. Town Holding   | Being one of US’s former    | 9,     | 1 |        |
| Co., Ltd.*        | major shareholders          | 600.80 | , |        |
|                   |                             |        | 6 |        |
|                   |                             |        | 2 |        |
|                   |                             |        | 9 |        |
|                   |                             |        | , |        |
|                   |                             |        | 5 |        |
|                   |                             |        | 2 |        |
|                   |                             |        | 9 |        |
|                   |                             |        | . |        |
|                   |                             |        | 6 |        |
|                   |                             |        | 1 |        |
+-------------------+-----------------------------+--------+---+--------+
| 5. Ufinves Co.,   | Being US’s former           | 273,   | 1 |        |
| Ltd.*             | shareholder and has two     | 218.05 | , |        |
|                   | joint Directors – Mr.Vitoon |        | 0 |        |
|                   | Wongkusolkit and Mr. Kulvat |        | 9 |        |
|                   | Janvatanavit                |        | 7 |        |
|                   |                             |        | , |        |
|                   |                             |        | 3 |        |
|                   |                             |        | 9 |        |
|                   |                             |        | 9 |        |
|                   |                             |        | . |        |
|                   |                             |        | 2 |        |
|                   |                             |        | 1 |        |
+-------------------+-----------------------------+--------+---+--------+
| 6. Mitr Phol      | Being the company that has  | 1,     | - |        |
| Corp. Ltd.*       | one joint Director with US  | 053.34 |   |        |
|                   | – Mr.Vitoon Wongkusolkit    |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 7. The Quality    | Being the company that has  | 352,   | - |        |
| House Co.,ltd.*   | one joint director with     | 557.94 |   |        |
|                   | US’s subsidiary company –   |        |   |        |
|                   | Mr. Ratt Phanichphan        |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 8. A.P.F.         | Being US’s major            | -      | 8 |        |
| Holdings Co.,     | shareholder and there is    |        | 6 |        |
| Ltd.              | one joint Director – Mr.    |        | 4 |        |
|                   | Mitsuji Konoshita           |        | , |        |
|                   |                             |        | 7 |        |
|                   |                             |        | 3 |        |
|                   |                             |        | 9 |        |
|                   |                             |        | . |        |
|                   |                             |        | 7 |        |
|                   |                             |        | 6 |        |
+-------------------+-----------------------------+--------+---+--------+
| 9. A.P.F.         | Being the Company whose     | -      | 1 |        |
| Management        | shares were held by US’s    |        | 0 |        |
| Co.,Ltd.          | major shareholder, APF      |        | 8 |        |
|                   | Holdings and there is one   |        | , |        |
|                   | joint Director – Mr.        |        | 8 |        |
|                   | Mitsuji Konoshita           |        | 4 |        |
|                   |                             |        | 3 |        |
|                   |                             |        | . |        |
|                   |                             |        | 7 |        |
|                   |                             |        | 5 |        |
+-------------------+-----------------------------+--------+---+--------+
| 10.Mr. Vitoon     | Being US’s former Director  | 81,    | 1 |        |
| Wongkusolkit *    |                             | 066.75 | 6 |        |
|                   |                             |        | 5 |        |
|                   |                             |        | , |        |
|                   |                             |        | 5 |        |
|                   |                             |        | 0 |        |
|                   |                             |        | 0 |        |
|                   |                             |        | . |        |
|                   |                             |        | 1 |        |
|                   |                             |        | 6 |        |
+-------------------+-----------------------------+--------+---+--------+
| Related Parties   | Relationships               | Amount |   |        |
|                   |                             | of     |   |        |
|                   |                             | Transa |   |        |
|                   |                             | ctions |   |        |
+-------------------+-----------------------------+--------+---+--------+
|                   |                             | 2005   |   | 2006   |
+-------------------+-----------------------------+--------+---+--------+
| 11. Mr. Verajet   | Being US’s former Director  | 461,   |   | 108,   |
| Vongkusolkit *    |                             | 693.34 |   | 297.25 |
+-------------------+-----------------------------+--------+---+--------+
| 12. Mrs. Wilaiwan | Being US’s former Director  | 291.36 |   | 2,     |
| Tantitham *       |                             |        |   | 628.00 |
+-------------------+-----------------------------+--------+---+--------+
| 13.               | Being US’s former           | -      |   | 299.48 |
| Mrs.Thunchanok    | management                  |        |   |        |
| Luksameset *      |                             |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 14. Mr.Kulvat     | Being US’s former Director  | -      |   | 82,    |
| Janvatanavit *    | and Advisor to the Board of |        |   | 057.41 |
|                   | Director                    |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 15. Mrs.Jantana   | Being the spouse of         | 2,     |   | -      |
|                   | Mr.Vitoon Wongkusolkit -    | 182.50 |   |        |
| Wongkusolkit *    | US’s Director               |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 16. Mrs.Somporn   | Being the management of UAS | 144.00 |   | -      |
| Rathee*           | – US’s subsidiary company   |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 17. Mrs.Sirinate  | Being the spouse of         | 1,016, |   | 547,   |
| Janvatanavit *    | Mr.Kulvat Janvatanavit -    | 080.34 |   | 167.39 |
|                   | US’s former Director        |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 18. Mr.Tatsuya    | Being US’s Director         | -      |   | 11,    |
| Konoshita         |                             |        |   | 593.75 |
+-------------------+-----------------------------+--------+---+--------+
| 19. Mr.Jeremy     | Being US’s Director         | -      |   | 1,     |
| Liau              |                             |        |   | 992.19 |
+-------------------+-----------------------------+--------+---+--------+
| 20. Mr.Porntep    | Being US’s management       | 120.94 |   | -      |
| Tavornvisutthikul |                             |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 21. Ms.Tippranee  | Being US’s Director         | -      |   | 100.00 |
| Chatmanop         |                             |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 22. Mr.Santi      | Being the father of         | -      |   | 35,    |
| Janvatanavit      | Mrs.Suwanna Sankamekha who  |        |   | 213.83 |
|                   | is US’s management          |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| 23. Other minor   | Being the shareholders who  | 1,020, |   | -      |
| shareholders      | hold less than 10% of US’s  | 347.55 |   |        |
|                   | paid-up capital             |        |   |        |
+-------------------+-----------------------------+--------+---+--------+
| Total             |                             | 1      |   | 5,539, |
|                   |                             | 0,512, |   | 136.97 |
|                   |                             | 128.74 |   |        |
+-------------------+-----------------------------+--------+---+--------+

Remark : - The Brokerage fee rate charged to all related parties was the
market rate which was normally charged to other ordinary customers.

-   In 2006, the Company had no subsidiary company

    * Being the transactions which related to the Company and its
    subsidiary’s former Directors and executives who had resigned during
    the year and their related companies or persons

2.  Financial Advisory Fee Income

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

                                                   2005           2006

  1. A.P.F. Holdings   Being US’s major            -              4,000,000.00
  Co., Ltd.            shareholder                                

  Total                                            -              4,000,000.00
  -------------------- --------------------------- -------------- --------------

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   

                                                   2005           2006

  1. Bangkok Station   Being the Company whose     -              488,298.21
  Network Co.,Ltd.     shares were held by US’s                   
                       major shareholder, APF                     
                       Holdings                                   

  Total                                            -              488,298.21
  -------------------- --------------------------- -------------- ------------

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. Rent and Services Paid

  ----------------------------------------------------------------------------
  Related Parties      Relationships               Amount of      
                                                   Transactions   
  -------------------- --------------------------- -------------- ------------
                                                   2005           2006

  1. Bangkok Station   Being the Company whose     -              728,937.85
  Network Co.,Ltd.     shares were held by US’s                   
                       major shareholder, APF                     
                       Holdings                                   

  Total                                            -              728,937.85
  ----------------------------------------------------------------------------

  Remark : Being the expense for organizing Company’s events and making
  Company’s brochures. The rate charged was the agreed rate stated in
  the services contract.

(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.

The related transactions which existed in the year 2006 and tends to
carry on in the future are brokerage fee from securities trading,
Financial Advisory fee, rental fee as well as other services fee.

Those related transactions were approved by the Board of Executive
Directors, Audit Committee and the Board of Directors. And during the
Audit Committee’s Meeting No.2/2007 held on 22 February, 2007, the
Independent Directors or the Audit Committee had considered those
continual related transactions engaged in the past or at present to be
the transactions of normal business or supporting of normal business
characteristics in which the company has received or made payment on a
justified market price.

(4) Policy on Future Related Transactions.

It is evident that the existing related transactions will continue in
the future. Those related transactions would be done under certain
conditions so that they proceed on the normal procedure 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 will be assigned to examine
and analyze or comments on the justification of the price and the
transactions.

The company’s future related transactions will be decided upon the Board
of Executive Directors’ judgment with a pre-approval from the Board of
Directors. Each member of the Board, however, should not decide on any
related transactions either in relation to the company , which have some
personal conflict of interest. And they should in turn declare such
transactions (if any) to the Audit Committee and to the Board of
Directors for considerations. The Audit Committee and the Board of
Directors then have the duty to consider such related transactions
according to the Securities and Exchange laws and SET Rules and
regulations including the regulations concerning the disclosure of
connected transaction and the acquirement or the selling of significant
assets of the company.

In conclusion, if there are any transactions related to the company
which may contribute to some conflict of interest in the future, the
Independent Directors or the Audit Committee will be assigned to comment
on the pricing, the remuneration as well as the necessity or the
justification of the transactions. Some transactions, however, may need
a specialist to assist in the evaluation process. In that case, an
independent specialist or the company’s auditor will be assigned to do
the comments instead in order to supply the information to enhance the
Board of Directors’ decision or in some cases the shareholders’
decision. And the related transaction will appear in the company’s
audited Financial Statement notes.