11. RELATED PARTIES TRANSACTIONS

11.1 Characteristics of Related Parties Transactions

  The Company has transactions with its subsidiaries, affiliates and
  related companies as detailed in note to financial statement no. 7.

  For the period ending 31 December 2008 and 31 December 2009, the
  Company and subsidiaries entered into a number of transactions with
  related parties that may have conflict of interest with the Company
  and its subsidiaries. These connected transactions include normal
  course of business transactions and other transactions, and can be
  summarized as follows:

+-------+---------+---------+----+----+-----------------+-----------+
| Re    | Relat   | Desc    | Am |    | Pricing Policy  | Reason    |
| lated | ionship | ription | ou |    |                 | for the   |
| Co    |         |         | nt |    |                 | Tr        |
| mpany |         |         | (  |    |                 | ansaction |
|       |         |         | Ba |    |                 |           |
|       |         |         | ht |    |                 |           |
|       |         |         | Mi |    |                 |           |
|       |         |         | ll |    |                 |           |
|       |         |         | io |    |                 |           |
|       |         |         | n) |    |                 |           |
+=======+=========+=========+====+====+=================+===========+
|       |         |         | F  | F  |                 |           |
|       |         |         | or | or |                 |           |
|       |         |         | t  | t  |                 |           |
|       |         |         | he | he |                 |           |
|       |         |         | ye | ye |                 |           |
|       |         |         | ar | ar |                 |           |
|       |         |         | e  | e  |                 |           |
|       |         |         | nd | nd |                 |           |
|       |         |         | ed | ed |                 |           |
|       |         |         |    |    |                 |           |
|       |         |         | 31 | 31 |                 |           |
|       |         |         | D  | D  |                 |           |
|       |         |         | ec | ec |                 |           |
|       |         |         | 20 | 20 |                 |           |
|       |         |         | 08 | 09 |                 |           |
+-------+---------+---------+----+----+-----------------+-----------+
| Ba    | Common  | R       | 13 | 12 | It is the       | The Audit |
| ngkok | di      | evenues | .2 | .6 | Company’s       | Committee |
| Insu  | rector, |         |    |    | normal course   | has the   |
| rance | and BKI | -       |    |    | of business,    | opinion   |
| Pcl.  | is the  | R       |    |    | charging at     | that the  |
| (BKI) | major   | evenues |    |    | normal price    | tr        |
|       | shar    | from    |    |    | and benefits as | ansaction |
|       | eholder | h       |    |    | customers in    | is        |
|       | of the  | ospital |    |    | general.        | re        |
|       | C       | s       |    |    |                 | asonable. |
|       | ompany, | ervices |    |    |                 |           |
|       | with    | r       |    |    |                 |           |
|       | 13.17%  | eceived |    |    |                 |           |
|       | share   | from    |    |    |                 |           |
|       | holding | BKI     |    |    |                 |           |
|       | as at   |         |    |    |                 |           |
|       | 30      |         |    |    |                 |           |
|       | D       |         |    |    |                 |           |
|       | ecember |         |    |    |                 |           |
|       | 2009    |         |    |    |                 |           |
+-------+---------+---------+----+----+-----------------+-----------+
|       |         | E       | 24 | 21 | BKI is the      | The Audit |
|       |         | xpenses | .9 | .2 | insurance       | Committee |
|       |         |         |    |    | provider which  | has the   |
|       |         | -       |    |    | the Company and | opinion   |
|       |         | In      |    |    | subsidiaries    | that the  |
|       |         | surance |    |    | have always     | tr        |
|       |         | fees    |    |    | used. In        | ansaction |
|       |         | which   |    |    | addition, the   | is        |
|       |         | the     |    |    | insurance       | re        |
|       |         | Company |    |    | premium that    | asonable. |
|       |         | and     |    |    | the Company and |           |
|       |         | subsi   |    |    | subsidiaries    |           |
|       |         | diaries |    |    | paid to BKI was |           |
|       |         | paid to |    |    | at the rate     |           |
|       |         | BKI     |    |    | which BKI       |           |
|       |         |         |    |    | offers to its   |           |
|       |         |         |    |    | customers in    |           |
|       |         |         |    |    | general.        |           |
+-------+---------+---------+----+----+-----------------+-----------+
| Ba    | Common  | R       | 26 | 26 | It is the       | The Audit |
| ngkok | d       | evenues | .1 | .2 | Company’s       | Committee |
| Bank  | irector |         |    |    | normal course   | has the   |
| Pcl.  |         | -       |    |    | of business,    | opinion   |
| (BBL) |         | R       |    |    | charging at     | that the  |
|       |         | evenues |    |    | normal price    | tr        |
|       |         | from    |    |    | and benefits as | ansaction |
|       |         | h       |    |    | customers in    | is        |
|       |         | ospital |    |    | general.        | re        |
|       |         | s       |    |    |                 | asonable. |
|       |         | ervices |    |    |                 |           |
|       |         | r       |    |    |                 |           |
|       |         | eceived |    |    |                 |           |
|       |         | from    |    |    |                 |           |
|       |         | BBL     |    |    |                 |           |
+-------+---------+---------+----+----+-----------------+-----------+
|       |         | E       | 58 | 68 | BBL is the      | The Audit |
|       |         | xpenses | .0 | .9 | credit card     | Committee |
|       |         |         |    |    | service         | has the   |
|       |         | - Bank  |    |    | provider which  | opinion   |
|       |         | credit  |    |    | the Company has | that the  |
|       |         | cards   |    |    | always used.    | tr        |
|       |         | com     |    |    | The Company     | ansaction |
|       |         | mission |    |    | invested in     | is        |
|       |         | fees    |    |    | various         | re        |
|       |         | paid to |    |    | infrastructures | asonable. |
|       |         | BBL     |    |    | to maximize the |           |
|       |         |         |    |    | benefits from   |           |
|       |         |         |    |    | efficient use   |           |
|       |         |         |    |    | of credit card  |           |
|       |         |         |    |    | payment system. |           |
|       |         |         |    |    | The fees paid   |           |
|       |         |         |    |    | to BBL are at   |           |
|       |         |         |    |    | the market      |           |
|       |         |         |    |    | rate.           |           |
+-------+---------+---------+----+----+-----------------+-----------+
|       |         | -       | 4  | -  | The Company     | Approved  |
|       |         | Rental  | .4 |    | rented BH Tower | by the    |
|       |         | of land |    |    | from BBL to     | shar      |
|       |         | and     |    |    | support its     | eholders. |
|       |         | b       |    |    | hospital        |           |
|       |         | uilding |    |    | business and to |           |
|       |         | paid to |    |    | use for parking |           |
|       |         | BBL     |    |    | and serviced    |           |
|       |         |         |    |    | apartments for  |           |
|       |         |         |    |    | patients’       |           |
|       |         |         |    |    | families. The   |           |
|       |         |         |    |    | rental fees are |           |
|       |         |         |    |    | reasonable.     |           |
+-------+---------+---------+----+----+-----------------+-----------+
|       |         | -       | 22 | 32 | The Company     | Approved  |
|       |         | I       | .8 | .5 | paid interest   | by the    |
|       |         | nterest |    |    | on Baht 550     | shar      |
|       |         | on      |    |    | million         | eholders. |
|       |         | conv    |    |    | principal of    |           |
|       |         | ertible |    |    | convertible     |           |
|       |         | bonds   |    |    | bonds. Interest |           |
|       |         | paid to |    |    | rates are in    |           |
|       |         | BBL     |    |    | accordance with |           |
|       |         |         |    |    | debt            |           |
|       |         |         |    |    | restructuring   |           |
|       |         |         |    |    | agreement.      |           |
+-------+---------+---------+----+----+-----------------+-----------+
| Bumru | Ass     | R       | 16 | 12 | The Company     | The Audit |
| ngrad | ociated | evenues | .0 | .8 | charges the     | Committee |
| Int   | company |         |    |    | fees in         | has the   |
| ernat | with    | -       |    |    | relation to the | opinion   |
| ional | 31.5%   | Con     |    |    | actual cost of  | that the  |
| Li    | share   | sulting |    |    | the resources   | tr        |
| mited | holding | fees on |    |    | used.           | ansaction |
|       | with    | h       |    |    |                 | is        |
|       | common  | ospital |    |    |                 | re        |
|       | d       | man     |    |    |                 | asonable. |
|       | irector | agement |    |    |                 |           |
|       |         | r       |    |    |                 |           |
|       |         | eceived |    |    |                 |           |
|       |         | from    |    |    |                 |           |
|       |         | Bum     |    |    |                 |           |
|       |         | rungrad |    |    |                 |           |
|       |         | Intern  |    |    |                 |           |
|       |         | ational |    |    |                 |           |
|       |         | Limited |    |    |                 |           |
+-------+---------+---------+----+----+-----------------+-----------+

Other transactions 

  The Company purchased land and building of BH Tower from Bangkok Bank
  Public Company Limited

  On 22 January 2008, the Company’s shareholders approved the purchase
  of land and building of BH Tower 1 and 2 from Bangkok Bank Public
  Company Limited (“BBL”). Such transaction is a related transaction,
  with the details as follows:

  -------------------- --------------------------------------------------
  Related Company:     Bangkok Bank Public Company Limited

  Relationship:        Mr. Chatri Sophonpanich, a director of BBL and
                       Mrs. Kulathida Sivayathorn, a management of BBL
                       are also directors of the Company at that time.
                       Therefore, BBL is a connected person of the
                       Company and the Transaction is regarded as a
                       Connected Transaction.

  Description:         Purchase of land and BH Tower Building 1 &
                       Building 2 (collectively called “BH Tower”) from
                       BBL

  Amount:              The value of the Transaction is Baht 470 million

  Pricing Policy:      The value is a negotiated price between BBL and
                       the Company, taking into consideration the
                       appraised value.

  Reasons for the      The Transaction was approved by the shareholders’
  Transaction:         meeting on 22 January 2008
  -------------------- --------------------------------------------------

11.2 The Necessity and Rationale of the Related Parties Transactions 

  The Company has entered into related parties transactions to support
  the normal business of the Company. For example, having Bangkok Bank
  Public Company Limited as one of the Company’s corporate contracts
  helps the Company to expand its client base, as Bangkok Bank’s
  employees use the hospital services.

11.3 Policy on Related Parties Transactions in the Future

  The Company may enter into related parties’ transactions as part of
  its normal course of business, with normal trading terms and
  conditions, and within reasonable practice and process, using market
  price policy, as if doing arms-length transactions, in order to
  prevent conflict of interest between the Company and related persons.

  In addition, the Company sees the importance of corporate governance
  and will strictly abide by the Company’s policy, as well as the rules
  and regulations of the Stock Exchange of Thailand and the Securities
  and Exchange Commission. Moreover, the Company will emphasize the
  transparency of the related parties transactions, and will protect the
  highest benefit of the Company.