11 Connected Transactions

11.1 A summary of the connected transactions between PTL and the
connected parties during 2003/2004, 2004/2005 and 2005/2006 is as
follows –

+-----------+----------+------------+------------+------+------+------+
| Party     | Rela     | D          | Pricing    | Am   |      |      |
| having    | tionship | escription | policy     | ount |      |      |
| conflict  |          | of         |            | of   |      |      |
| of        |          | t          |            | c    |      |      |
| interest  |          | ransaction |            | onne |      |      |
|           |          |            |            | cted |      |      |
|           |          |            |            | tra  |      |      |
|           |          |            |            | nsac |      |      |
|           |          |            |            | tion |      |      |
|           |          |            |            |      |      |      |
|           |          |            |            | (Bt. |      |      |
|           |          |            |            | 00   |      |      |
|           |          |            |            | 0’s) |      |      |
+===========+==========+============+============+======+======+======+
|           |          |            |            | 200  | 200  | 200  |
|           |          |            |            | 3-04 | 4-05 | 5-06 |
+-----------+----------+------------+------------+------+------+------+
|           |   PCL is | PCL made   | The price  | 2    | 1    | 2    |
|  Polyplex |   the    | advance    | of the     | ,345 | ,749 | 272* |
|   Co      |   C      | payments   | t          |      |      |      |
| rporation | ompany’s | on behalf  | ransaction |      |      |      |
|   Ltd.    |   major  | of the     | between    |      |      |      |
|   (PCL)   |   shar   | Company    | PCL and    |      |      |      |
|           | eholder, | for        | the        |      |      |      |
|           |   c      | admi       | Company    |      |      |      |
|           | urrently | nistrative | was a      |      |      |      |
|           |   owning | expenses,  | normal     |      |      |      |
|           |          | which were | price in   |      |      |      |
|           | directly | traveling  | general    |      |      |      |
|           |   and    | expenses   | business   |      |      |      |
|           |   in     | of         | practice   |      |      |      |
|           | directly | employees, | and was    |      |      |      |
|           |   70% of | acco       | the price  |      |      |      |
|           |   the    | mmodations | as         |      |      |      |
|           |   C      | for        | actually   |      |      |      |
|           | ompany’s | employees’ | paid by    |      |      |      |
|           |   share  | family,    | PCL in     |      |      |      |
|           |          | e          | advance    |      |      |      |
|           |  capital | ducational | for the    |      |      |      |
|           |   and    | fees for   | Company    |      |      |      |
|           |   the    | employees’ | without    |      |      |      |
|           |   two    | children,  | any extra  |      |      |      |
|           |          | etc. The   | charge by  |      |      |      |
|           |  parties | Company    | PCL.       |      |      |      |
|           |   have   | has        |            |      |      |      |
|           |   common | already    |            |      |      |      |
|           |   di     | expensed   |            |      |      |      |
|           | rectors. | these      |            |      |      |      |
|           |          | amounts    |            |      |      |      |
|           |          | and/or     |            |      |      |      |
|           |          | collected  |            |      |      |      |
|           |          | these      |            |      |      |      |
|           |          | amounts    |            |      |      |      |
|           |          | from the   |            |      |      |      |
|           |          | employees  |            |      |      |      |
|           |          | and paid   |            |      |      |      |
|           |          | them back  |            |      |      |      |
|           |          | to PCL.    |            |      |      |      |
+-----------+----------+------------+------------+------+------+------+
|           |   PCL is | PTL has    | The price  |      |      | 10*  |
|  Polyplex |   the    | given      | of the     |      |      |      |
|   Co      |   C      | advance to | t          |      |      |      |
| rporation | ompany’s | an         | ransaction |      |      |      |
|   Ltd.    |   major  | employee   | between    |      |      |      |
|   PCL) (  |   shar   | of PCL.    | PCL and    |      |      |      |
|           | eholder, |            | the        |      |      |      |
|           |   owning |            | Company    |      |      |      |
|           |          |            | was a      |      |      |      |
|           | directly |            | normal     |      |      |      |
|           |   and    |            | price in   |      |      |      |
|           |   in     |            | general    |      |      |      |
|           | directly |            | business   |      |      |      |
|           |   the    |            | practice   |      |      |      |
|           |   70% of |            | and was    |      |      |      |
|           |   the    |            | the price  |      |      |      |
|           |   C      |            | as         |      |      |      |
|           | ompany’s |            | actually   |      |      |      |
|           |   share  |            | paid by    |      |      |      |
|           |          |            | company in |      |      |      |
|           |  capital |            | advance    |      |      |      |
|           |   and    |            | for PCL    |      |      |      |
|           |   the    |            | without    |      |      |      |
|           |   two    |            | any extra  |      |      |      |
|           |          |            | charge.    |      |      |      |
|           |  parties |            |            |      |      |      |
|           |   have   |            |            |      |      |      |
|           |   common |            |            |      |      |      |
|           |   di     |            |            |      |      |      |
|           | rectors. |            |            |      |      |      |
+-----------+----------+------------+------------+------+------+------+

11.2 Necessity and reasonableness of the connected transaction

The connected transaction involved the advance payments made by PCL on
behalf of the Company for administrative expenses. The payments were
made for such expenses as transportation, accommodations for employees’
family, educational fees for employees’ children, etc. The Company has
already expensed these amounts and/or collected these amounts from the
employees and paid them back to PCL. The reimbursement of
advances/expenses was actually paid back to PCL at the actual prices
incurred without any extra charge by PCL and the transaction value was
small. PTL had also made an advance to one of the employees of PCL which
was duly recovered by adjustment against payable to PCL.

11.3 Measures or procedures for approval of the connected transaction

The audit committee of PTL has examined the connected transaction
described in the table above and viewed that it is in accordance with
the normal business practice. For such transactions in the future, the
Company can undertake the transactions and inform the audit committee on
a quarterly basis.

For any other future connected transactions, the Company will assign the
concerned units to gather the relevant information and provide it to the
audit committee to be used as a basis for its consideration on those
transactions as to whether they are consistent with the normal business
practice and the market price. The Company would follow the regulations
of the SEC and SET in this regard. The audit committee has to consider
and inform the board of directors for the approval. The directors who
have a conflict of interest may not partake in the giving of comments on
those connected transactions.

11.4 Policy or potential for the connected transactions

For any connected transactions that may take place in the future, the
Company has a policy to set appropriate conditions on the said
transactions based on the reasons and necessity of the Company. The
connected transactions performed over the past period were merely
advance payments, with a small transaction value, made for such expenses
as transportation, accommodations for employees’ family, educational
fees for employees’ children, etc. Moreover, there were no extra charges
by the parent company regarding such cost and expenses as brand name and
R & D, and so on. In performing any future connected transactions, PTL
board of directors will comply with the law governing securities and
exchange and the regulations, notifications and orders of the Stock
Exchange of Thailand, as well as the regulations regarding disclosure of
information about connected transactions and acquisition or disposal of
core assets of companies or subsidiary companies according to the
accounting standards defined by the Institute of Certified Accountants
and Auditors of Thailand.

Where the connected transaction involves any person who may have a
conflict of interest, the Company will arrange for the audit committee
to give opinions on the necessity and appropriateness of that
transaction. In case the audit committee has no expertise in any such
transaction, the Company will have an independent expert or its external
auditor provide opinions on that transaction for use as a basis of
decision-making by the board of directors or the shareholders, as the
case may be. The Company will disclose such connected transaction in the
notes to the financial statements duly audited by its external auditor.