CONNECTED TRANSACTIONS

1.1 The Company and its subsidiaries have transaction with the persons
with potential conflicts of interest, as follows:

(1) Connected transactions with the Company

+---------------+---------+--------------+------------+--------------+
| Persons who   | Nature  | Accounting   | Accounting | Opinion of   |
| may have      | of      | Year Ended   | Year Ended | the Audit    |
| Conflicts of  | Tran    | December 31, | December   | Committee    |
| Interest      | saction | 2011         | 31, 2012   |              |
|               |         | (Baht)       | (Baht)     |              |
+===============+=========+==============+============+==============+
| 1. Mr.        |   Mr.   | 6,091,649487 | -          | Because such |
| Chanond       |         |              |            | transaction  |
| Ruangkritya,  | Chanond |              |            | was deemed   |
| a director    |   gua   |              |            | as financial |
| and major     | ranteed |              |            | support      |
| shareholder   |   the   |              |            | granted to   |
| of the        |   loans |              |            | the Company  |
| Company.      |         |              |            | and its      |
|               | granted |              |            | subsidiaries |
|               |   by    |              |            | and was made |
|               |   fi    |              |            | for the      |
|               | nancial |              |            | Company’s    |
|               |   insti |              |            | benefit, it  |
|               | tutions |              |            | was          |
|               |   to    |              |            | therefore a  |
|               |   the   |              |            | justifiable  |
|               |         |              |            | transaction. |
|               | Company |              |            |              |
|               |   and   |              |            | There was no |
|               |   its   |              |            | such         |
|               |   subsi |              |            | transaction  |
|               | diaries |              |            | in 2012.     |
|               |   for   |              |            |              |
|               |   no    |              |            |              |
|               |         |              |            |              |
|               | conside |              |            |              |
|               | ration. |              |            |              |
+---------------+---------+--------------+------------+--------------+
| 2. Green      |   The   | 2,146,195.07 | 2,         | This         |
| Valley        |         |              | 146,195.07 | transaction  |
| Properties    | account |              |            | was          |
| Company       |   rec   |              |            | completed in |
| Limited.      | eivable |              |            | 2004. The    |
| Mr. Chanond,  |   for   |              |            | Audit        |
| Miss          |   the   |              |            | Committee    |
| Natthavipha   |         |              |            | emphasized   |
| Ruangkritya,  | advance |              |            | that the     |
| Miss          |         |              |            | Company      |
| Patcharavalai | payment |              |            | should not   |
| Ruangkritya   |   was   |              |            | make any     |
| and Miss      |         |              |            | more of such |
| Monlika       |  caused |              |            | t            |
| Ruangkritya   |   by    |              |            | ransactions. |
| are members   |   the   |              |            | The Company  |
| of a group of |   Co    |              |            | has demanded |
| the Company’s | mpany’s |              |            | the          |
| major         |   disbu |              |            | repayment of |
| shareholders  | rsement |              |            | the actual   |
| and hold an   |   for   |              |            | amount paid  |
| aggregate of  |   the   |              |            | by the       |
| 22.84% of the |         |              |            | Company and  |
| shares of     |  repair |              |            | has filed an |
| this company. |   of    |              |            | application  |
| This company  |   home  |              |            | for          |
| is currently  | owners’ |              |            | repayment    |
| facing a      |         |              |            | with the     |
| bankruptcy    |  houses |              |            | Official     |
| lawsuit.      |   in    |              |            | Receiver.    |
|               |   the   |              |            | There have   |
|               |   p     |              |            | been no      |
|               | rojects |              |            | additional   |
|               |   o     |              |            | changes in   |
|               | perated |              |            | 2012.        |
|               |   by    |              |            |              |
|               |   Green |              |            | There was no |
|               |         |              |            | such         |
|               |  Valley |              |            | transaction  |
|               |   Pro   |              |            | in 2012.     |
|               | perties |              |            |              |
|               |         |              |            |              |
|               | Company |              |            |              |
|               |   L     |              |            |              |
|               | imited. |              |            |              |
+---------------+---------+--------------+------------+--------------+
| 3. Mitsu      |   The   | 1,800,000    | -          | This         |
| Natdanai      |         |              |            | transaction  |
| Company       | Company |              |            | was          |
| Limited.      |   paid  |              |            | completed in |
| Miss          |   the   |              |            | 2010. The    |
| Natthavipha   |   fees  |              |            | Committee    |
| Ruangkritya   |   to    |              |            | considered   |
| and Miss      |   this  |              |            | and          |
| Monlika       |         |              |            | recommended  |
| Ruangkritya   | company |              |            | that such    |
| are members   |   for   |              |            | service      |
| of a group of |   coord |              |            | agreements   |
| the Company’s | ination |              |            | should not   |
| major         |   with  |              |            | be renewed.  |
| shareholders  |   tax   |              |            |              |
| and hold an   |   autho |              |            | There was no |
| aggregate of  | rities. |              |            | such         |
| 28% of the    |         |              |            | transaction  |
| shares of     |         |              |            | in 2012.     |
| this company. |         |              |            |              |
+---------------+---------+--------------+------------+--------------+
| 4. PYI        | – Other | 12,000,000   | -          | This         |
| Consulting    | current |              |            | transaction  |
| Company       | assets  | 3,000,000    | -          | was          |
| Limited.      | –       |              |            | completed in |
|               | Man     | 2,675,000    | -          | 2010. When   |
| Mr. Pornthep  | agement |              |            | compared     |
| Srisa-arn     | cost    |              |            | with the     |
| holds 50% of  | – Other |              |            | nature of    |
| the total     | cr      |              |            | service and  |
| shares of     | editors |              |            | fees of the  |
| this company  | The     |              |            | other two    |
| and was a     | fo      |              |            | service      |
| director,     | regoing |              |            | providers    |
| without       | trans   |              |            | who had      |
| signatory     | actions |              |            | previously   |
| authority, of | were a  |              |            | provided     |
| the Company.  | result  |              |            | this service |
|               | of the  |              |            | to the       |
|               | pr      |              |            | Company, as  |
|               | ovision |              |            | well as the  |
|               | of      |              |            | fees of      |
|               | cons    |              |            | other        |
|               | ultancy |              |            | providers of |
|               | s       |              |            | similar      |
|               | ervices |              |            | services,    |
|               | on      |              |            | the          |
|               | st      |              |            | Committee    |
|               | rategy, |              |            | was of the   |
|               | b       |              |            | view that    |
|               | usiness |              |            | the fees and |
|               | ope     |              |            | conditions   |
|               | rations |              |            | of service   |
|               | and     |              |            | provision    |
|               | fund-   |              |            | was good.    |
|               | raising |              |            | However, the |
|               | by PYI  |              |            | comparison   |
|               | Con     |              |            | of fees was  |
|               | sulting |              |            | made after   |
|               | Company |              |            | the service  |
|               | L       |              |            | had been     |
|               | imited. |              |            | provided.    |
|               |         |              |            | The Audit    |
|               |         |              |            | Committee    |
|               |         |              |            | emphasized   |
|               |         |              |            | that the     |
|               |         |              |            | Company      |
|               |         |              |            | should       |
|               |         |              |            | present such |
|               |         |              |            | transactions |
|               |         |              |            | to the Audit |
|               |         |              |            | Committee    |
|               |         |              |            | for further  |
|               |         |              |            | c            |
|               |         |              |            | onsideration |
|               |         |              |            | in respect   |
|               |         |              |            | of future    |
|               |         |              |            | connected    |
|               |         |              |            | t            |
|               |         |              |            | ransactions. |
|               |         |              |            |              |
|               |         |              |            | There was no |
|               |         |              |            | such         |
|               |         |              |            | transaction  |
|               |         |              |            | in 2012.     |
+---------------+---------+--------------+------------+--------------+

(2) Connected Transactions with BD, a subsidiary of the Company

+---------------+---------+--------------+-------------+-------------+
| Persons who   | Nature  | Accounting   | Accounting  | Opinion of  |
| may have      | of      | Year Ended   | Year Ended  | the Audit   |
| Conflicts of  | Tran    | December 31, | December    | Committee   |
| Interest      | saction | 2011         | 31, 2012    |             |
|               |         | (Baht)       | (Baht)      |             |
+===============+=========+==============+=============+=============+
| 1. Pimanda    |   The   | 27,133.56    | -           | The loan    |
| Development   |   fo    |              |             | transaction |
| Company       | regoing |              |             | from        |
| Limited: this |   tran  |              |             | Pimanda     |
| company is    | saction |              |             | Development |
| controlled by |   was   |              |             | Company     |
| Mr. Chanond,  |   due   |              |             | Limited was |
| a major       |   to    |              |             | completed   |
| shareholder   |   the   |              |             | in 2007.    |
| of the        |   loan  |              |             | BD, a       |
| Company as    |   o     |              |             | subsidiary  |
| follows:      | btained |              |             | of the      |
| – Mr.         |   by BD |              |             | Company,    |
| Chanond, a    |   from  |              |             | borrowed    |
| director and  |         |              |             | money from  |
| major         | Pimanda |              |             | Pimanda –   |
| shareholder,  |   Deve  |              |             | Development |
| owns 100%     | lopment |              |             | Company     |
| shares of     |         |              |             | Limited,    |
| this company. | Company |              |             | while ANAN  |
| – This        |   L     |              |             | also        |
| company has   | imited, |              |             | borrowed    |
| directors who |   at an |              |             | money from  |
| are also      |   i     |              |             | Pimanda     |
| directors of  | nterest |              |             | Development |
| the Company,  |   rate  |              |             | Company     |
| namely Mr.    |   of    |              |             | Limited.    |
| Chanond, Mr.  |   6.25% |              |             | Both        |
| Tanyalak      |   per   |              |             | companies   |
| Nun           |         |              |             | paid –      |
| thanavorasiri |  annum. |              |             | interest at |
| and Miss      |         |              |             | the same    |
| Patcharavalai |         |              |             | rate of     |
| Ruangkritya,  |         |              |             | 6.25%. The  |
| and Mr.       |         |              |             | loan was    |
| Chanond and   |         |              |             | required by |
| Miss          |         |              |             | the Company |
| Patcharavalai |         |              |             | at that     |
| Ruangkritya,  |         |              |             | time as its |
| are           |         |              |             | working     |
| authorized    |         |              |             | capital was |
| signatory     |         |              |             | in          |
| directors.    |         |              |             | sufficient. |
|               |         |              |             | In 2007,    |
|               |         |              |             | the Company |
|               |         |              |             | obtained    |
|               |         |              |             | loans from  |
|               |         |              |             | financial   |
|               |         |              |             | i           |
|               |         |              |             | nstitutions |
|               |         |              |             | at an       |
|               |         |              |             | interest    |
|               |         |              |             | rate which  |
|               |         |              |             | was higher  |
|               |         |              |             | than 6.25%. |
|               |         |              |             | The Audit   |
|               |         |              |             | Committee   |
|               |         |              |             | emphasized  |
|               |         |              |             | that there  |
|               |         |              |             | should not  |
|               |         |              |             | be any      |
|               |         |              |             | further     |
|               |         |              |             | connected   |
|               |         |              |             | loan        |
|               |         |              |             | tr          |
|               |         |              |             | ansactions. |
|               |         |              |             |             |
|               |         |              |             | There was   |
|               |         |              |             | no such     |
|               |         |              |             | transaction |
|               |         |              |             | in 2012.    |
+---------------+---------+--------------+-------------+-------------+

(3) Connected Transactions with BCO, a subsidiary of the Company

+---------------+----------+--------------+-------------+-------------+
| Persons who   | Nature   | Accounting   | Accounting  | Opinion of  |
| may have      | of       | Year Ended   | Year Ended  | the Audit   |
| Conflicts of  | Tra      | December 31, | December    | Committee   |
| Interest      | nsaction | 2011         | 31, 2012    |             |
|               |          | (Baht)       | (Baht)      |             |
+===============+==========+==============+=============+=============+
| 1. Bira       | – Track  | 2,391,629.63 | 797,209.84  | This        |
| Circuit       | rental   |              |             | transaction |
| Company       | –        | 1,783,259.26 | ~~-~~       | was         |
| Limited.      | Accrued  |              |             | completed   |
|               | expenses |              |             | in 2007.    |
| Mr. Chanond   |          |              |             | The Company |
| is an         |          |              |             | set the     |
| authorized    |          |              |             | rent        |
| director of   |          |              |             | pursuant to |
| Bira Circuit  |          |              |             | the         |
| Company       |          |              |             | business    |
| Limited (Mr.  |          |              |             | plan which  |
| Chanond       |          |              |             | was         |
| resigned as a |          |              |             | developed   |
| director of   |          |              |             | for its     |
| Bira Circuit  |          |              |             | co          |
| Company       |          |              |             | nsideration |
| Limited in    |          |              |             | in year     |
| May 2012).    |          |              |             | 2007.       |
|               |          |              |             | However, as |
|               |          |              |             | such a      |
|               |          |              |             | transaction |
|               |          |              |             | involved    |
|               |          |              |             | long-term   |
|               |          |              |             | obligations |
|               |          |              |             | which bound |
|               |          |              |             | the Company |
|               |          |              |             | for a       |
|               |          |              |             | significant |
|               |          |              |             | time, the   |
|               |          |              |             | Audit       |
|               |          |              |             | Committee   |
|               |          |              |             | emphasized  |
|               |          |              |             | to the      |
|               |          |              |             | Management  |
|               |          |              |             | to closely  |
|               |          |              |             | monitor and |
|               |          |              |             | to review   |
|               |          |              |             | the lease   |
|               |          |              |             | agreement   |
|               |          |              |             | pe          |
|               |          |              |             | riodically. |
|               |          |              |             | In June     |
|               |          |              |             | 2012, the   |
|               |          |              |             | Company     |
|               |          |              |             | amended the |
|               |          |              |             | agreement   |
|               |          |              |             | to provide  |
|               |          |              |             | for an      |
|               |          |              |             | alternative |
|               |          |              |             | on the      |
|               |          |              |             | termination |
|               |          |              |             | of such     |
|               |          |              |             | agreement   |
|               |          |              |             | before the  |
|               |          |              |             | expiry date |
|               |          |              |             | if the      |
|               |          |              |             | Company’s   |
|               |          |              |             | operations  |
|               |          |              |             | deviate     |
|               |          |              |             | from the    |
|               |          |              |             | business    |
|               |          |              |             | plan. In    |
|               |          |              |             | addition,   |
|               |          |              |             | the Audit   |
|               |          |              |             | Committee   |
|               |          |              |             | also        |
|               |          |              |             | emphasized  |
|               |          |              |             | to the      |
|               |          |              |             | Management  |
|               |          |              |             | to be       |
|               |          |              |             | careful in  |
|               |          |              |             | relation to |
|               |          |              |             | similar     |
|               |          |              |             | t           |
|               |          |              |             | ransactions |
|               |          |              |             | and to      |
|               |          |              |             | present its |
|               |          |              |             | business    |
|               |          |              |             | plan and    |
|               |          |              |             | the         |
|               |          |              |             | evaluation  |
|               |          |              |             | of the      |
|               |          |              |             | ap          |
|               |          |              |             | propriation |
|               |          |              |             | of the rent |
|               |          |              |             | from the    |
|               |          |              |             | third party |
|               |          |              |             | in the      |
|               |          |              |             | future.     |
|               |          |              |             | This is to  |
|               |          |              |             | be          |
|               |          |              |             | considered  |
|               |          |              |             | pursuant to |
|               |          |              |             | the         |
|               |          |              |             | Company’s   |
|               |          |              |             | investment  |
|               |          |              |             | policy. In  |
|               |          |              |             | 2012, this  |
|               |          |              |             | transaction |
|               |          |              |             | derived     |
|               |          |              |             | from the    |
|               |          |              |             | track       |
|               |          |              |             | rental from |
|               |          |              |             | Ja          |
|               |          |              |             | nuary-April |
|               |          |              |             | 2012,       |
|               |          |              |             | r           |
|               |          |              |             | epresenting |
|               |          |              |             | Baht        |
|               |          |              |             | 797,209.84. |
|               |          |              |             | As a        |
|               |          |              |             | result,     |
|               |          |              |             | Bira        |
|               |          |              |             | Circuit     |
|               |          |              |             | Company     |
|               |          |              |             | Limited is  |
|               |          |              |             | a person    |
|               |          |              |             | without     |
|               |          |              |             | conflicts   |
|               |          |              |             | of interest |
|               |          |              |             | since May,  |
|               |          |              |             | 2012.       |
+---------------+----------+--------------+-------------+-------------+

(4) Connected Transactions with BK, a subsidary of the Company

+---------------+----------+--------------+-------------+-------------+
| Persons who   | Nature   | Accounting   | Accounting  | Opinion of  |
| may have      | of       | Year Ended   | Year Ended  | the Audit   |
| Conflicts of  | Tra      | December 31, | December    | Committee   |
| Interest      | nsaction | 2011         | 31, 2012    |             |
|               |          | (Baht)       | (Baht)      |             |
+===============+==========+==============+=============+=============+
| 1.  Bira      |   -      | 1,262,460.52 | 420,820.16  | This        |
|     Circuit   |   Track  |              |             | transaction |
|     Company   |   rental | 970,598.44   | ~~-~~       | was         |
|     Limited.  |   -      |              |             | completed   |
|               |          |              |             | in 2005.    |
|   Mr. Chanond |  Accrued |              |             | The Company |
|   was an      |          |              |             | set the     |
|   authorized  | expenses |              |             | rent        |
|   director of |          |              |             | pursuant to |
|   Bira        |          |              |             | the         |
|   Circuit     |          |              |             | business    |
|   Company     |          |              |             | plan which  |
|   Limited     |          |              |             | was         |
|   (Mr.        |          |              |             | developed   |
|   Chanond     |          |              |             | for its     |
|   resigned    |          |              |             | co          |
|   from being  |          |              |             | nsideration |
|   a director  |          |              |             | in year     |
|   of Bira     |          |              |             | 2005.       |
|   Circuit     |          |              |             | However, as |
|   Company     |          |              |             | such a      |
|   Limited in  |          |              |             | transaction |
|   May 2012)   |          |              |             | involved    |
|               |          |              |             | long-term   |
|               |          |              |             | obligations |
|               |          |              |             | which bound |
|               |          |              |             | the Company |
|               |          |              |             | for a       |
|               |          |              |             | significant |
|               |          |              |             | time, the   |
|               |          |              |             | Audit       |
|               |          |              |             | Committee   |
|               |          |              |             | emphasized  |
|               |          |              |             | to the      |
|               |          |              |             | Management  |
|               |          |              |             | to closely  |
|               |          |              |             | monitor and |
|               |          |              |             | to review   |
|               |          |              |             | the lease   |
|               |          |              |             | agreement   |
|               |          |              |             | pe          |
|               |          |              |             | riodically. |
|               |          |              |             | In June     |
|               |          |              |             | 2012, the   |
|               |          |              |             | Company     |
|               |          |              |             | amended the |
|               |          |              |             | agreement   |
|               |          |              |             | to provide  |
|               |          |              |             | for an      |
|               |          |              |             | alternative |
|               |          |              |             | on the      |
|               |          |              |             | termination |
|               |          |              |             | of such     |
|               |          |              |             | agreement   |
|               |          |              |             | before the  |
|               |          |              |             | expiry date |
|               |          |              |             | if the      |
|               |          |              |             | Company’s   |
|               |          |              |             | operations  |
|               |          |              |             | deviate     |
|               |          |              |             | from the    |
|               |          |              |             | business    |
|               |          |              |             | plan. In    |
|               |          |              |             | addition,   |
|               |          |              |             | the Audit   |
|               |          |              |             | Committee   |
|               |          |              |             | also        |
|               |          |              |             | emphasized  |
|               |          |              |             | to the      |
|               |          |              |             | Management  |
|               |          |              |             | to be       |
|               |          |              |             | careful in  |
|               |          |              |             | relation to |
|               |          |              |             | similar     |
|               |          |              |             | t           |
|               |          |              |             | ransactions |
|               |          |              |             | and to      |
|               |          |              |             | present its |
|               |          |              |             | business    |
|               |          |              |             | plan and    |
|               |          |              |             | the         |
|               |          |              |             | evaluation  |
|               |          |              |             | of the      |
|               |          |              |             | ap          |
|               |          |              |             | propriation |
|               |          |              |             | of the rent |
|               |          |              |             | from the    |
|               |          |              |             | third party |
|               |          |              |             | in the      |
|               |          |              |             | future.     |
|               |          |              |             | This is to  |
|               |          |              |             | be          |
|               |          |              |             | considered  |
|               |          |              |             | pursuant to |
|               |          |              |             | the         |
|               |          |              |             | Company’s   |
|               |          |              |             | investment  |
|               |          |              |             | policy. In  |
|               |          |              |             | 2012, this  |
|               |          |              |             | transaction |
|               |          |              |             | derived     |
|               |          |              |             | from the    |
|               |          |              |             | track       |
|               |          |              |             | rental from |
|               |          |              |             | Ja          |
|               |          |              |             | nuary-April |
|               |          |              |             | 2012,       |
|               |          |              |             | r           |
|               |          |              |             | epresenting |
|               |          |              |             | Baht        |
|               |          |              |             | 420,820.16. |
|               |          |              |             | As a        |
|               |          |              |             | result,     |
|               |          |              |             | Bira Kart   |
|               |          |              |             | Company     |
|               |          |              |             | Limited is  |
|               |          |              |             | a person    |
|               |          |              |             | without     |
|               |          |              |             | conflicts   |
|               |          |              |             | of interest |
|               |          |              |             | since May,  |
|               |          |              |             | 2012.       |
+---------------+----------+--------------+-------------+-------------+

1.2 Measures or Procedures for Approving Connected Transactions

In the event of any connected transaction of the Company with a person
who may have a conflict of interest or has an interest in such matter,
the Audit Committee will provide an opinion on the necessity of the
Company to enter into the transaction, provided that the terms and
conditions of such connected transaction be consistent with the market
practice and the consideration for such transaction shall be appraisable
and comparable with market prices. In the event that there is no
comparable price, the price for such connected transaction shall be
deemed to be reasonable and in the best interest of the Company and the
Company’s shareholders. In the event that the Audit Committee does not
have the appropriate expertise to evaluate the connected transaction,
the Company will engage an independent expert to provide an opinion on
the connected transaction to be considered by the Board of Directors,
the Audit Committee or at a shareholders’ meeting, as the case may be.
The person who may have a conflict of interest or has an interest in
such matter shall not be entitled to vote in respect of the meeting
agenda for such connected transaction. The details of the connected
transaction will be disclosed in the notes to the financial statements
to be reviewed or audited by the Company’s auditor, in the Company’s
annual reports and annual registration statement.

1.3 Policy relating to Future Connected Transactions

For any future connected transaction, the Company shall comply with the
Securities and Exchange Act, regulations, notifications, orders or rules
of the Capital Market Supervisory Board, the Securities and Exchange
Commission and the Stock Exchange of Thailand, as well as Thailand’s
generally accepted accounting standards in respect of information
disclosure on related persons or businesses as prescribed by the
Certified Public Accountant Association of Thailand and the Company’s
Regulations.

Should the Company enter into a connected transaction, the Company will
arrange for the Audit Committee to provide an opinion as to the
appropriateness of such transaction. In the event that the Audit
Committee has no skill and expertise in relation to such connected
transaction, the Company will seek an opinion from an expert (such as an
appraiser) who is independent. Such opinion of the Audit Committee or
the independent expert will be used to support a decision of the Board
of Directors or shareholders, as the case may be, so as to provide
assurance that the transaction will not result in a misappropriation of
benefits between the Company and its shareholders. The Company will take
into account the best interests of all shareholders when considering
whether to enter into such transaction.

The Company and its subsidiaries agree not to enter into any connected
transaction with their directors, executives or related persons of the
Company or its subsidiaries, unless such transaction was concluded on
normal commercial terms in the same manner as any reasonable man would
have based on similar circumstances and without influential commercial
bargaining power of an individual in the capacity of a director,
executive or related person. Every quarter, the Audit Committee will
review the list of the Company’s businesses with the connected
transactions and related persons.