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 2007 and 31 December 2008, 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 |                 |           |
|       |         |         | 07 | 08 |                 |           |
+-------+---------+---------+----+----+-----------------+-----------+
| Ba    | Common  | R       | 25 | 25 | It is the       | The Audit |
| ngkok | di      | evenues | .4 | .3 | 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       |    |    |                 |           |
|       | 13.16%  | eceived |    |    |                 |           |
|       | share   | from    |    |    |                 |           |
|       | holding | BKI     |    |    |                 |           |
|       | as at   |         |    |    |                 |           |
|       | 30      |         |    |    |                 |           |
|       | D       |         |    |    |                 |           |
|       | ecember |         |    |    |                 |           |
|       | 2008    |         |    |    |                 |           |
+-------+---------+---------+----+----+-----------------+-----------+
|       |         | E       | 20 | 24 | BKI is the      | The Audit |
|       |         | xpenses | .2 | .9 | 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       | 29 | 29 | It is the       | The Audit |
| ngkok | d       | evenues | .5 | .1 | 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       | 53 | 58 | BBL is the      | The Audit |
|       |         | xpenses | .4 | .0 | 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.           |           |
+-------+---------+---------+----+----+-----------------+-----------+
|       |         | -       | 35 | 4  | The Company     | Approved  |
|       |         | Rental  | .7 | .4 | rented a        | by the    |
|       |         | of land |    |    | building from   | shar      |
|       |         | and     |    |    | BBL to support  | eholders. |
|       |         | b       |    |    | its hospital    |           |
|       |         | uilding |    |    | business and to |           |
|       |         | paid to |    |    | use for parking |           |
|       |         | BBL     |    |    | and serviced    |           |
|       |         |         |    |    | apartments for  |           |
|       |         |         |    |    | patients’       |           |
|       |         |         |    |    | families. The   |           |
|       |         |         |    |    | rental fees are |           |
|       |         |         |    |    | reasonable.     |           |
+-------+---------+---------+----+----+-----------------+-----------+
|       |         | -       | 17 | 22 | The Company     | Approved  |
|       |         | I       | .5 | .8 | 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 | Sub     | R       | 28 | 16 | The Company     | The Audit |
| ngrad | sidiary | evenues | .4 | .0 | charges the     | Committee |
| Int   | which   |         |    |    | fees in         | has the   |
| ernat | the     | -       |    |    | relation with   | opinion   |
| ional | Company | Con     |    |    | the actual cost | that the  |
| Li    | holds   | sulting |    |    | of the          | tr        |
| mited | 51% (as | fees on |    |    | resources used. | ansaction |
|       | at 1    | h       |    |    |                 | is        |
|       | Jan 07  | ospital |    |    |                 | re        |
|       | with    | man     |    |    |                 | asonable. |
|       | change  | agement |    |    |                 |           |
|       | of      | r       |    |    |                 |           |
|       | status  | eceived |    |    |                 |           |
|       | to      | from    |    |    |                 |           |
|       | ass     | Bum     |    |    |                 |           |
|       | ociated | rungrad |    |    |                 |           |
|       | company | Intern  |    |    |                 |           |
|       | with    | ational |    |    |                 |           |
|       | 31.5%   | Limited |    |    |                 |           |
|       | share   |         |    |    |                 |           |
|       | holding |         |    |    |                 |           |
|       | (as at  |         |    |    |                 |           |
|       | 27 Apr  |         |    |    |                 |           |
|       | 07)     |         |    |    |                 |           |
|       | with    |         |    |    |                 |           |
|       | common  |         |    |    |                 |           |
|       | d       |         |    |    |                 |           |
|       | irector |         |    |    |                 |           |
+-------+---------+---------+----+----+-----------------+-----------+

Other transactions 

  1. The Company waived its right to subscribe to Bumrungrad
  International Limited’s new shares in order to allow Asia Financial
  Holdings to subscribe to such shares

  On 12 March 2007, the Company’s shareholders approved waiver of the
  Company’s right to subscribe to Bumrungrad International Limited’s new
  shares in order to allow Asia Financial Holdings to subscribe to such
  shares. Such waiver is a related transaction, with the details as
  follows:

+--------------------+-------------------------------------------------+
| Related Company:   | AFH International Company Limited (“AFH”), a    |
|                    | 100% subsidiary of Asia Financial Holdings      |
|                    | Limited                                         |
+--------------------+-------------------------------------------------+
| Relationship:      | Mr. Robin Yua Hing Chan is authorized director  |
|                    | and controlling person of AFH. He is brother of |
| (As of 12 March    | Mr. Chatri Sophonpanich and Mr. Chai            |
| 2007)              | Sophonpanich who are directors of the Company.  |
|                    | Therefore, AFH is a connected person of the     |
|                    | Company and the Transaction is regarded as a    |
|                    | Connected Transaction.                          |
+--------------------+-------------------------------------------------+
| Description:       | - Waiver of rights by the Company to subscribe  |
|                    | to 3,714,283 shares in Bumrungrad International |
|                    | Limited in order to allow AFH to subscribe to   |
|                    | the shares.                                     |
|                    |                                                 |
|                    | - Bumrungrad International Limited offers new   |
|                    | 3,714,283 shares to AFH.                        |
+--------------------+-------------------------------------------------+
| Amount:            | The value of the Transaction is approximately   |
|                    | Baht 570,216,726.16                             |
+--------------------+-------------------------------------------------+
| Pricing Policy:    | The subscription price of Baht 153.52 per share |
|                    | is substantial premium to Bumrungrad            |
|                    | International Limited’s book value per share of |
|                    | Baht 94.88 (including minority interest         |
|                    | attributable to minority shareholders of        |
|                    | subsidiaries) as of 30 September 2006. This     |
|                    | subscription price is also equal to the         |
|                    | subscription price approved by shareholders’    |
|                    | meeting dated 15 May 2006 to allow 3 strategic  |
|                    | shareholders, namely Istithmar PJSC, V-Sciences |
|                    | Investment Pte Ltd and Bangkok Bank Public      |
|                    | Company Limited to subscribe to new shares of   |
|                    | Bumrungrad International Limited. In addition,  |
|                    | the subscription price is in line with IFA      |
|                    | report.                                         |
+--------------------+-------------------------------------------------+
| Reasons for the    | The Transaction was approved by the             |
| transaction:       | shareholders’ meeting on 12 March 2007          |
+--------------------+-------------------------------------------------+

  2. 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. 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.

11.3 Approval Process for Entering into Related Parties Transactions 

  For contracts which were entered into as part of normal courses of
  business, the transactions are approved through the normal process in
  accordance with the Company’s policy. In addition, the Audit Committee
  has considered the appropriateness and reasonableness of these
  transactions. For other transactions which are significant in size as
  per the definition of the Stock Exchange of Thailand, Board of
  Directors’ and/or shareholders’ approvals are obtained in accordance
  with rules and regulations, where management and/or directors with
  vested interests are not allowed to vote.

 11.4 Policy on Related Parties Transactions in the Future

  The Company will continue to have related parties’ transactions, as
  these transactions are beneficial to the Company as explained earlier.
  The Company will strictly abide by the Company’s policy, as well as
  the rules and regulations of the Stock Exchange of Thailand. In
  addition, the Company will emphasize the transparency of the related
  parties transactions, and will protect the highest benefit of the
  Company.