10. Interrelated transactions

Conflict of interests

Board of Company have executed carefully and cautiously to prevent
conflict on benefit when any matter that may cause conflict on benefit.
Board of Audit Committee will learn about the subject that get conflict
on benefit and related subject and have considered the suitability
cautiously every time by formulating to have practiced according to the
basis of Securities and Stock Exchange of Thailand in which prices and
conditions are as if doing subject with outsider and have already
disclosed details, subject value, partnership, reason/necessity in the
annual report and type 56-1 also have disclosed in notes to Financial
Statements heading : general information and account with related
person.

The Company has a policy to fix the selling price of the products to the
related company as trade agreement in the same manner with sages should
do with general partners under same circumstances.

The necessity of listing among themselves, owing the company established
from business cooperation between investor Thai, Taiwan and Japan to
Manufacture and Export Frozen Vegetables to Japan. Also Japan and Taiwan
investors have their own customer bases make the company has an
advantage that able to produce goods by having their market served.
There the company uses their customer bases as good export base.
Meanwhile, the company has tried to look for further new customers. For
domestic sale, the company has sold through P.P. Foods Supply Co., Ltd.,
which the executive has a good relationship with main shareholder of the
company. With reason that Thailand is the land with plenty of fresh
vegetables in season, able to buy throughout the year with cheap price
cause popularity of frozen vegetables in domestic declined and the
important is that price is expensive, also very few customers in
Thailand, so the company is necessary to distribute through such company
to have more channels of distributing and to release the products that
cannot export. However, the company is in position to accept every new
customer which intends to sell our product by fixing the sale price as
per market same with everyone.

For the step of making list among themselves will be in accordance with
the business mechanic in all respects both in fixing the price, provide
discount and credit by the authorized officer who responsible directly
with an approval of the executives. For the shareholders who have common
interest, take no part in such approval. However, to fix the price,
provide discount and credit shall be in accordance with the market
mechanic which the company has treated in the same way with every
customer of the company.

In future this making list among themselves shall have to continue
further with thinking of the company maximum advantage that the company
would receive as main.

P.P. Foods Supply Co., Ltd.

P.P. Foods Supply Co., Ltd., which the executive has relationship with
the main shareholder of the company acts as representative for domestic
distribution, having its distribution value in 2011 amount 4.0 million
baht or 0.3% of the total sale.

Itochu Corporation

Itochu Corporation does a buying and selling business in Japan. Itochu
is a major shareholder of the company which holds 13.23% of the
company’s shares. It is represented by Mr. Kenichi Tai as a director of
the company. Itochu’s sales value in 2011 was 116.1 million baht or 9.2%
of the total sale.

Ing Shiang Co.,Ltd.

Ing Shiang Co., Ltd., is a company that conducts buying-selling business
in Taiwan, managed by Mr. Lu Yu Chin who is a major shareholder of the
company which holds 1.6% of the company’s shares. In 2011 had a sale
value through Ing Shiang Co., Ltd., amount 9.4 million baht or 0.7% of
the total sale.

Agrifood Processing Co., Ltd. (Subsidiary)

In 2011, AFP is having total buying value 235.0 million baht or 18.5% of
the total sale and has rented an office building from Chiangmai Frozen
Foods Public Company Limited, 4^(th) floor No. 149/32-33 Soi Anglo
Plaza, Surawongse Road, Kwaeng Suriyawongse, Khet Bangrak, Bangkok with
number of area 102 square meters, monthly rental 25,500.- baht by making
year by year contract.