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  10. Related Party Transactions

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Approval Procedures of Related Party Transactions

In case that the Company, subsidiaries, related persons or parties enter
into related party transactions, the Company shall proceed in accordance
with laws, regulations of the Office of Securities and Exchange
Commission, and the Stock Exchange of Thailand to comply with good
corporate governance principles. Such related party transactions shall
be agreed and approved by the Board of Directors and Shareholders.
However, no director or executive with conflict of interest in the
matter shall be involved in the approval.

Policies on Future Related Party Transactions

The Audit Committee and the Company will together oversee any future
related party transactions to ensure that they will be handled properly
and approved in accordance with appropriate related procedures. The
related party transactions shall be disclosed according to regulations
of the Office of Securities and Exchange Commission, and the Stock
Exchange of Thailand. The Company will ensure that related party
transactions shall be entered into for the best interest of the
shareholders.

Related Party Transactions during the financial year ended 31 December
2009

1.  The loans and interest payment transactions between the Company and
    its Subsidiaries

  These transactions are entered into the normal course of business on
  an arm’s length basis and under reasonable commercial terms. The loans
  have been used for land and property development of the Company which
  have been approved by the Board of Directors.

2.  Management Fee

  The Company has entered into a management agreement with Keppel Land
  International Limited, a subsidiary of Keppel Land Limited which is
  the Company’s major shareholder, to provide professional and
  consultancy service. This transaction is a normal business transaction
  based on reasonable commercial terms, and has been approved by the
  Board of Directors.

3.  Internal Audit

  The Company has entered into an agreement with Keppel Land
  International Limited, a subsidiary of Keppel Land Limited, which is
  the Company’s major shareholder, to provide an internal audit service.
  This is a normal business transaction based on reasonable commercial
  terms, and has been approved by the Board of Directors.

4.  Guarantee obligations in connection with bank loans due by
    subsidiaries

  The Company has outstanding guarantee obligations with its
  subsidiaries in accordance with loan agreements from the financial
  institution of subsidiaries, the transaction is in the normal course
  of business, on arm’s length basis and on commercial terms. Bank
  overdrafts and loans from financial institution of subsidiaries are
  secured by mortgage of land and construction in progress of subsidiary
  companies and four units in the Jewellery Centre Building owned by the
  Company from the loan agreements, the subsidiaries are to repay the
  loans when their land and houses are transferred to the buyers. The
  loans have been approved by the Board of Directors.