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  10. Related Party Transactions (if any)

  -----------------------------------------------------------------------

10.1 Revenue and Expenses between the Company, Subsidiaries and Related
Companies

+--------+----------+----------------+---+---+---------+-------------+
| Indi   | Type of  | Type of        | T |   | Ne      | Opinion of  |
| vidual | Rela     | Transaction    | r |   | cessity | Audit       |
| /      | tionship |                | a |   | and     | Committee   |
| Ju     |          |                | n |   | Reason  |             |
| ristic |          |                | s |   | ability |             |
| Person |          |                | a |   | of      |             |
| Which  |          |                | c |   | Trans   |             |
| may be |          |                | t |   | actions |             |
| in     |          |                | i |   |         |             |
| Co     |          |                | o |   |         |             |
| nflict |          |                | n |   |         |             |
|        |          |                | V |   |         |             |
|        |          |                | a |   |         |             |
|        |          |                | l |   |         |             |
|        |          |                | u |   |         |             |
|        |          |                | e |   |         |             |
|        |          |                | ( |   |         |             |
|        |          |                | T |   |         |             |
|        |          |                | H |   |         |             |
|        |          |                | B |   |         |             |
|        |          |                | m |   |         |             |
|        |          |                | i |   |         |             |
|        |          |                | l |   |         |             |
|        |          |                | l |   |         |             |
|        |          |                | i |   |         |             |
|        |          |                | o |   |         |             |
|        |          |                | n |   |         |             |
|        |          |                | ) |   |         |             |
+========+==========+================+===+===+=========+=============+
|        |          |                | 2 | 2 |         |             |
|        |          |                | 0 | 0 |         |             |
|        |          |                | 1 | 1 |         |             |
|        |          |                | 1 | 2 |         |             |
+--------+----------+----------------+---+---+---------+-------------+
| Global | 99.99%   | The Company    | 3 | 0 | These   | The Audit   |
| S      | owned    | received       | . | . | inter-  | Committee   |
| ervice | su       | Service Fee    | 3 | 0 | company | has an      |
| Center | bsidiary | from GSC for   | 8 | 2 | trans   | opinion     |
| Co.,   | of the   | management.    |   |   | actions | that this   |
| Ltd.   | Company  |                |   |   | with    | is an       |
| (GSC)  |          |                |   |   | sub     | In          |
| (Fo    |          |                |   |   | sidiary | ter-company |
| rmerly |          |                |   |   | co      | transaction |
| named  |          |                |   |   | mpanies | with        |
| ACAP   |          |                |   |   | were in | subsidiary  |
| Se     |          |                |   |   | accord  | company     |
| rvices |          |                |   |   | with    | which are   |
| Co.,   |          |                |   |   | the     | reasonable  |
| Ltd.)  |          |                |   |   | usual   | and given   |
|        |          |                |   |   | b       | the benefit |
|        |          |                |   |   | usiness | to the      |
|        |          |                |   |   | and     | Company.    |
|        |          |                |   |   | trade   |             |
|        |          |                |   |   | pr      |             |
|        |          |                |   |   | actice. |             |
|        |          |                |   |   |         |             |
|        |          |                |   |   | .       |             |
+--------+----------+----------------+---+---+---------+-------------+
|        |          | The Company    | 4 | 1 |         |             |
|        |          | leased assets  | . | . |         |             |
|        |          | from the       | 8 | 6 |         |             |
|        |          | subsidiary     | 0 | 0 |         |             |
|        |          | company for    |   |   |         |             |
|        |          | using in the   |   |   |         |             |
|        |          | non-performing |   |   |         |             |
|        |          | asset          |   |   |         |             |
|        |          | management     |   |   |         |             |
|        |          | business.      |   |   |         |             |
+--------+----------+----------------+---+---+---------+-------------+
|        |          | The Company    | 0 | 0 |         |             |
|        |          | received       | . | . |         |             |
|        |          | Interest       | 1 | 8 |         |             |
|        |          | Income from    | 8 | 8 |         |             |
|        |          | loans to GSC.  |   |   |         |             |
+--------+----------+----------------+---+---+---------+-------------+
| ACAP   | 99.99%   | The Company    | 0 | 2 | These   | The Audit   |
| Asset  | owned    | received       | . | . | inter-  | Committee   |
|        | su       | Interest       | 0 | 8 | company | has an      |
| Mana   | bsidiary | Income from    | 2 | 0 | trans   | opinion     |
| gement | of the   | loans to ACAP  |   |   | actions | that this   |
| Co.,   | Company  | AMC.           |   |   | with    | is an       |
| Ltd.   |          |                |   |   | sub     | In          |
| (”ACAP |          |                |   |   | sidiary | ter-company |
| AMC”)  |          |                |   |   | co      | transaction |
|        |          |                |   |   | mpanies | with        |
|        |          |                |   |   | were in | subsidiary  |
|        |          |                |   |   | accord  | company     |
|        |          |                |   |   | with    | which are   |
|        |          |                |   |   | the     | reasonable  |
|        |          |                |   |   | usual   | and given   |
|        |          |                |   |   | b       | the benefit |
|        |          |                |   |   | usiness | to the      |
|        |          |                |   |   | and     | Company.    |
|        |          |                |   |   | trade   |             |
|        |          |                |   |   | pr      |             |
|        |          |                |   |   | actice. |             |
+--------+----------+----------------+---+---+---------+-------------+
|        |          | The Company    | 0 | 0 |         |             |
|        |          | was reimbursed | . | . |         |             |
|        |          | by ACAP AMC as | 2 | 2 |         |             |
|        |          | part of        | 0 | 5 |         |             |
|        |          | expense        |   |   |         |             |
|        |          | allocations    |   |   |         |             |
|        |          | among the      |   |   |         |             |
|        |          | companies in   |   |   |         |             |
|        |          | the group.     |   |   |         |             |
+--------+----------+----------------+---+---+---------+-------------+
| ACAP   | 99.99%   | The Company    | 0 | 0 | These   | The Audit   |
| Cons   | owned    | was reimbursed | . | . | inter-  | Committee   |
| ulting | su       | by ACON as     | 6 | 6 | company | has an      |
| Co.,   | bsidiary | part of        | 7 | 4 | trans   | opinion     |
| Ltd.   | of the   | expense        |   |   | actions | that this   |
| (ACON) | Company  | allocations    |   |   | with    | is an       |
|        |          | among the      |   |   | sub     | In          |
|        |          | companies in   |   |   | sidiary | ter-company |
|        |          | the group.     |   |   | co      | transaction |
|        |          |                |   |   | mpanies | with        |
|        |          |                |   |   | were in | subsidiary  |
|        |          |                |   |   | accord  | company     |
|        |          |                |   |   | with    | which are   |
|        |          |                |   |   | the     | reasonable  |
|        |          |                |   |   | usual   | and given   |
|        |          |                |   |   | b       | the benefit |
|        |          |                |   |   | usiness | to the      |
|        |          |                |   |   | and     | Company.    |
|        |          |                |   |   | trade   |             |
|        |          |                |   |   | pr      |             |
|        |          |                |   |   | actice. |             |
+--------+----------+----------------+---+---+---------+-------------+
|        |          | The Company    | 1 | 0 |         |             |
|        |          | paid ACON for  | . | . |         |             |
|        |          | Court Case     | 0 | 2 |         |             |
|        |          | Management and | 0 | 0 |         |             |
|        |          | Legal          |   |   |         |             |
|        |          | Execution      |   |   |         |             |
|        |          | Service Fees.  |   |   |         |             |
+--------+----------+----------------+---+---+---------+-------------+
|        |          | The Company    | 0 | 0 |         |             |
|        |          | received       | . | . |         |             |
|        |          | Interest       | 0 | 0 |         |             |
|        |          | Income from    | 6 | 6 |         |             |
|        |          | loans to ACON. |   |   |         |             |
+--------+----------+----------------+---+---+---------+-------------+
|        |          | The Company    | - | 0 |         |             |
|        |          | paid ACON for  |   | . |         |             |
|        |          | merchandise    |   | 0 |         |             |
|        |          | purchasing.    |   | 1 |         |             |
+--------+----------+----------------+---+---+---------+-------------+
| ACAP   | 99.99%   | The Company    | 0 | 0 | These   | The Audit   |
| Cor    | owned    | received       | . | . | inter-  | Committee   |
| porate | su       | Interest       | 0 | 0 | company | has an      |
| Se     | bsidiary | Income from    | 2 | 3 | trans   | opinion     |
| rvices | of the   | loans to ACS.  |   |   | actions | that this   |
| Co.,   | company  |                |   |   | with    | is an       |
| Ltd.   |          |                |   |   | sub     | In          |
| (ACS)  |          |                |   |   | sidiary | ter-company |
|        |          |                |   |   | co      | transaction |
|        |          |                |   |   | mpanies | with        |
|        |          |                |   |   | were in | subsidiary  |
|        |          |                |   |   | accord  | company     |
|        |          |                |   |   | with    | which are   |
|        |          |                |   |   | the     | reasonable  |
|        |          |                |   |   | usual   | and given   |
|        |          |                |   |   | b       | the benefit |
|        |          |                |   |   | usiness | to the      |
|        |          |                |   |   | and     | Company.    |
|        |          |                |   |   | trade   |             |
|        |          |                |   |   | pr      |             |
|        |          |                |   |   | actice. |             |
+--------+----------+----------------+---+---+---------+-------------+
|        |          | The Company    | 0 | 0 |         |             |
|        |          | was reimbursed | . | . |         |             |
|        |          | by ACS as part | 2 | 2 |         |             |
|        |          | of expense     | 0 | 5 |         |             |
|        |          | allocations    |   |   |         |             |
|        |          | among the      |   |   |         |             |
|        |          | companies in   |   |   |         |             |
|        |          | the group.     |   |   |         |             |
+--------+----------+----------------+---+---+---------+-------------+
| ACAP   | 99.99%   | The Company    | 9 | 9 | These   | The Audit   |
| Ma     | owned    | received       | . | . | inter-  | Committee   |
| laysia | su       | dividends as   | 2 | 8 | company | has an      |
| Sdn.,  | bsidiary | 99.99%         | 6 | 0 | trans   | opinion     |
| Bhd.   | of the   | shareholder.   |   |   | actions | that this   |
| (ACAP  | company  |                |   |   | with    | is an       |
| MAL    |          |                |   |   | sub     | In          |
| AYSIA) |          |                |   |   | sidiary | ter-company |
|        |          |                |   |   | com     | transaction |
|        |          |                |   |   | panies. | with        |
|        |          |                |   |   |         | subsidiary  |
|        |          |                |   |   |         | company.    |
+--------+----------+----------------+---+---+---------+-------------+
| C      | 99.99%   | The Company    | - | 0 | These   | The Audit   |
| apital | owned    | received       |   | . | inter-  | Committee   |
| OK     | su       | Service        |   | 1 | company | has an      |
| Co.,   | bsidiary |                |   | 6 | trans   | opinion     |
| Ltd.   | of the   | Fee from CAP   |   |   | actions | that these  |
| (CAP   | company  | OK for serving |   |   | were in | t           |
| OK)    |          | software       |   |   | accord  | ransactions |
|        |          | systems.       |   |   | with    | are         |
|        |          |                |   |   | the     | reasonable  |
|        |          |                |   |   | usual   | and given   |
|        |          |                |   |   | b       | the benefit |
|        |          |                |   |   | usiness | to the      |
|        |          |                |   |   | and     | Company.    |
|        |          |                |   |   | trade   |             |
|        |          |                |   |   | pr      |             |
|        |          |                |   |   | actice. |             |
+--------+----------+----------------+---+---+---------+-------------+
|        |          | The Company    | 5 | 5 | This    | The Audit   |
|        |          | paid Interest  | 3 | 6 | inter-  | Committee   |
|        |          | Income from    | . | . | company | has an      |
|        |          | loans to CAP   | 2 | 8 | trans   | opinion     |
|        |          | OK.            | 8 | 6 | actions | that this   |
|        |          |                |   |   | was     | is an       |
|        |          |                |   |   | with    | In          |
|        |          |                |   |   | sub     | ter-company |
|        |          |                |   |   | sidiary | transaction |
|        |          |                |   |   | com     | with        |
|        |          |                |   |   | panies. | subsidiary  |
|        |          |                |   |   |         | company.    |
+--------+----------+----------------+---+---+---------+-------------+
| Profes | 99.99%   | The Company    |   | 0 | This    | The Audit   |
| sional | owned by | received       |   | . | tran    | Committee   |
| Coll   | CAP OK   | Service Fee    |   | 0 | saction | has an      |
| ection |          | from PCOL for  |   | 2 | was in  | opinion     |
| Co.,   |          | serving        |   |   | accord  | that these  |
| Ltd.   |          | software       |   |   | with    | t           |
| (PCOL) |          | systems        |   |   | the     | ransactions |
|        |          |                |   |   | usual   | are         |
|        |          |                |   |   | b       | reasonable  |
|        |          |                |   |   | usiness | and given   |
|        |          |                |   |   | and     | the benefit |
|        |          |                |   |   | trade   | to the      |
|        |          |                |   |   | pr      | Company.    |
|        |          |                |   |   | actice. |             |
+--------+----------+----------------+---+---+---------+-------------+
| Aurum  |   63.97% | The Company    | 0 | 0 |   This  | The Audit   |
| C      |   owned  | received       | . | . |   tran  | Committee   |
| apital |   su     | Interest       | 0 | 1 | saction | has an      |
| Ad     | bsidiary | Income from    | 8 | 2 |   was   | opinion     |
| visory |   of the | loans to       |   |   |   in    | that these  |
| Pte.,  |          | Aurum.         |   |   |         | t           |
| Ltd.   |  company |                |   |   |  accord | ransactions |
| (Sing  |          |                |   |   |   with  | are         |
| apore) |          |                |   |   |   the   | reasonable  |
| (      |          |                |   |   |   usual | and given   |
| AURUM) |          |                |   |   |   b     | the benefit |
|        |          |                |   |   | usiness | to the      |
|        |          |                |   |   |   and   | Company.    |
|        |          |                |   |   |   trade |             |
|        |          |                |   |   |   pr    |             |
|        |          |                |   |   | actice. |             |
+--------+----------+----------------+---+---+---------+-------------+

10.2 Assets and Liabilities between the Company, Subsidiaries and
Related Companies

+-------+------+----------------+---+----+--------------+------------+
| Indiv | Rela | Transaction    | T |    | Re           | Audit      |
| idual | tion | Type           | r |    | asonableness | C          |
| /     | ship |                | a |    | and          | ommittee’s |
| Jur   | Type |                | n |    | Necessity of | opinion    |
| istic |      |                | s |    | Transactions |            |
| P     |      |                | a |    |              |            |
| erson |      |                | c |    |              |            |
| Which |      |                | t |    |              |            |
| may   |      |                | i |    |              |            |
| be in |      |                | o |    |              |            |
| Con   |      |                | n |    |              |            |
| flict |      |                | V |    |              |            |
|       |      |                | a |    |              |            |
|       |      |                | l |    |              |            |
|       |      |                | u |    |              |            |
|       |      |                | e |    |              |            |
|       |      |                | ( |    |              |            |
|       |      |                | T |    |              |            |
|       |      |                | H |    |              |            |
|       |      |                | B |    |              |            |
|       |      |                | m |    |              |            |
|       |      |                | i |    |              |            |
|       |      |                | l |    |              |            |
|       |      |                | l |    |              |            |
|       |      |                | i |    |              |            |
|       |      |                | o |    |              |            |
|       |      |                | n |    |              |            |
|       |      |                | ) |    |              |            |
+=======+======+================+===+====+==============+============+
|       |      |                | 2 | 20 |              |            |
|       |      |                | 0 | 12 |              |            |
|       |      |                | 1 |    |              |            |
|       |      |                | 1 |    |              |            |
+-------+------+----------------+---+----+--------------+------------+
| G     | 99   | Advance        | 0 | 0. | These        | The Audit  |
| lobal | .99% | payment for    | . | 00 | i            | Committee  |
| Se    | o    | The Company    | 0 |    | nter-company | has an     |
| rvice | wned | providing      | 1 |    | transactions | opinion    |
| C     | su   | software       |   |    | with         | that this  |
| enter | bsid | service.       |   |    | subsidiary   | is an      |
| Co.,  | iary |                |   |    | companies    | Int        |
| Ltd.  | of   |                |   |    | were in      | er-company |
| (GSC) | the  |                |   |    | accord with  | t          |
| (For  | com  |                |   |    | the usual    | ransaction |
| merly | pany |                |   |    | business and | with       |
| named |      |                |   |    | trade        | subsidiary |
| ACAP  |      |                |   |    | practice.    | company    |
| Ser   |      |                |   |    |              | which is   |
| vices |      |                |   |    |              | reasonable |
| Co.,  |      |                |   |    |              | and causes |
| Ltd.) |      |                |   |    |              | no loss of |
|       |      |                |   |    |              | benefit to |
|       |      |                |   |    |              | the        |
|       |      |                |   |    |              | Company.   |
+-------+------+----------------+---+----+--------------+------------+
|       |      | The Company    | 0 | 0. |              |            |
|       |      | received       | . | 16 |              |            |
|       |      | Interest       | 0 |    |              |            |
|       |      | Income from    | 6 |    |              |            |
|       |      | loans to GSC.  |   |    |              |            |
+-------+------+----------------+---+----+--------------+------------+
| ACAP  | 99   | Advance for    | 0 | 0. | These        | The Audit  |
| Mal   | .99% | expenses made  | . | 03 | i            | Committee  |
| aysia | o    | by ACAP on     | 0 |    | nter-company | has an     |
| Sdn., | wned | behalf of ACAP | 4 |    | transactions | opinion    |
| Bhd.  | su   | MALAYSIA.      |   |    | with         | that this  |
| (ACAP | bsid |                |   |    | subsidiary   | is an      |
| MALA  | iary |                |   |    | companies    | Int        |
| YSIA) | of   |                |   |    | were in      | er-company |
|       | the  |                |   |    | accord with  | t          |
|       | com  |                |   |    | the usual    | ransaction |
|       | pany |                |   |    | business and | with       |
|       |      |                |   |    | trade        | subsidiary |
|       |      |                |   |    | practice.    | company    |
|       |      |                |   |    |              | which is   |
|       |      |                |   |    |              | reasonable |
|       |      |                |   |    |              | and causes |
|       |      |                |   |    |              | no loss of |
|       |      |                |   |    |              | benefit to |
|       |      |                |   |    |              | the        |
|       |      |                |   |    |              | Company.   |
+-------+------+----------------+---+----+--------------+------------+
| ACAP  | 99   | ACON is a      | - | 0. | These        | The Audit  |
| Consu | .99% | creditor of    |   | 01 | i            | Committee  |
| lting | o    | the Company    |   |    | nter-company | has an     |
| Co.,  | wned | for purchasing |   |    | transactions | opinion    |
| Ltd.  | su   | merchandise.   |   |    | with         | that this  |
| (     | bsid |                |   |    | subsidiary   | is an      |
| ACON) | iary |                |   |    | companies    | Int        |
|       | of   |                |   |    | were in      | er-company |
|       | the  |                |   |    | accord with  | t          |
|       | com  |                |   |    | the usual    | ransaction |
|       | pany |                |   |    | business and | with       |
|       |      |                |   |    | trade        | subsidiary |
|       |      |                |   |    | practice.    | company    |
|       |      |                |   |    |              | which is   |
|       |      |                |   |    |              | in accord  |
|       |      |                |   |    |              | with the   |
|       |      |                |   |    |              | usual      |
|       |      |                |   |    |              | business   |
|       |      |                |   |    |              | and trade  |
|       |      |                |   |    |              | practice.  |
+-------+------+----------------+---+----+--------------+------------+
| Ca    | 99%  | The Company    | 5 | 10 | These        | The Audit  |
| pital | o    | has account    | 4 | 7. | transactions | Committee  |
| OK    | wned | receivable &   | . | 63 | were in      | has an     |
| Co.,  | su   | advance        | 1 |    | accord with  | opinion    |
| Ltd.  | bsid | payment for    | 8 |    | the usual    | that these |
| (CAP  | iary | software       |   |    | business and | t          |
| OK)   | of   | provided to    |   |    | trade        | ransaction |
|       | the  | CAP OK.        |   |    | practice and | are in     |
|       | com  |                |   |    | given the    | accord     |
|       | pany |                |   |    | benefit to   | with the   |
|       |      |                |   |    | the Company. | usual      |
|       |      |                |   |    |              | business   |
|       |      |                |   |    |              | and trade  |
|       |      |                |   |    |              | practice,  |
|       |      |                |   |    |              | r          |
|       |      |                |   |    |              | easonable, |
|       |      |                |   |    |              | and given  |
|       |      |                |   |    |              | the        |
|       |      |                |   |    |              | benefit to |
|       |      |                |   |    |              | the        |
|       |      |                |   |    |              | Company.   |
+-------+------+----------------+---+----+--------------+------------+
|       |      | CAP OK loan    | 7 | 76 | This         | The        |
|       |      | the Company to | 6 | 0. | transaction  | t          |
|       |      | purchase CAP   | 0 | 00 | gave benefit | ransaction |
|       |      | OK ‘s common   | . |    | to the       | was        |
|       |      | stock from     | 0 |    | Company      | charged at |
|       |      | ORIX.          | 0 |    | because it   | normal     |
|       |      |                |   |    | is an        | rate of    |
|       |      |                |   |    | i            | interest   |
|       |      |                |   |    | nter-company | and given  |
|       |      |                |   |    | transaction. | the        |
|       |      |                |   |    |              | benefit to |
|       |      |                |   |    |              | the        |
|       |      |                |   |    |              | Company.   |
|       |      |                |   |    |              | It was     |
|       |      |                |   |    |              | approved   |
|       |      |                |   |    |              | by         |
|       |      |                |   |    |              | sha        |
|       |      |                |   |    |              | reholders. |
+-------+------+----------------+---+----+--------------+------------+
|       |      | CAP OK gave    | 2 | 1  |              |            |
|       |      | short-term     | 0 | 8. |              |            |
|       |      | loan to ACAP   | . | 00 |              |            |
|       |      | for as working | 0 |    |              |            |
|       |      | capital.       | 0 |    |              |            |
+-------+------+----------------+---+----+--------------+------------+
| Pr    | 99   | The Company    | 0 | 0. | These        | The Audit  |
| ofess | .99% | has advance    | . | 00 | transactions | Committee  |
| ional | o    | payment for    | 0 |    | were in      | has an     |
| Colle | wned | software       | 1 |    | accord with  | opinion    |
| ction | by   | service        |   |    | the usual    | that these |
| (     | CAP  | payment to P   |   |    | business and | t          |
| PCOL) | OK   | COL.           |   |    | trade        | ransaction |
|       |      |                |   |    | practice and | are in     |
|       |      |                |   |    | given the    | accord     |
|       |      |                |   |    | benefit to   | with the   |
|       |      |                |   |    | the Company. | usual      |
|       |      |                |   |    |              | business   |
|       |      |                |   |    |              | and trade  |
|       |      |                |   |    |              | practice,  |
|       |      |                |   |    |              | r          |
|       |      |                |   |    |              | easonable, |
|       |      |                |   |    |              | and given  |
|       |      |                |   |    |              | the        |
|       |      |                |   |    |              | benefit to |
|       |      |                |   |    |              | the        |
|       |      |                |   |    |              | Company.   |
+-------+------+----------------+---+----+--------------+------------+
| Aurum |   63 | The Company    | 0 | 0. |   The        | The        |
| Ca    | .97% | received       | . | 11 |   company    | t          |
| pital |   o  | Interest       | 0 |    |   provided   | ransaction |
| Adv   | wned | Income from    | 8 |    |   financial  | was        |
| isory |   su | loans          |   |    |   support    | charged at |
| Pte., | bsid |                |   |    |   for        | normal     |
| Ltd.  | iary |                |   |    |              | rate of    |
| (     |   of |                |   |    |  subsidiary. | interest   |
| Singa |      |                |   |    |   This       | and given  |
| pore) |  the |                |   |    |              | the        |
| (A    |      |                |   |    |  transaction | benefit to |
| URUM) |  com |                |   |    |   was        | the        |
|       | pany |                |   |    |   charged at | Company.   |
|       |      |                |   |    |   normal     |            |
|       |      |                |   |    |   rate.      |            |
+-------+------+----------------+---+----+--------------+------------+
|       |      | The Company    | 1 | 1  |              |            |
|       |      | gave Long-term | 1 | 4. |              |            |
|       |      | loan to Aurum  | . | 95 |              |            |
|       |      | as working     | 4 |    |              |            |
|       |      | capital.       | 4 |    |              |            |
+-------+------+----------------+---+----+--------------+------------+

10.3 Borrowings between the Related Companies

-None-

10.4 Guarantee obligation

-None-

10.5 Procedure in approving related party transactions

Related party transactions must be approved by the Audit Committee and
Board of Directors, under which the parties that may be in conflict of
interest cannot exercise their voting rights. Moreover, the approved
items must be in compliance with prevailing laws, regulations, orders,
related notifications, including the requirements of the Security
Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).

10.6 Anticipated future related party transactions

At present, the Company has sufficient liquidity and working capital to
support its business operation. However, under circumstances where the
Company and its subsidiaries require financial support of the Company’s
directors, the Company would propose the matter to the Board of
Directors and inform the Audit Committee. The Board of Directors and the
Audit Committee would consider the necessity and reasonableness of such
transactions to ensure that the transactions do not impair the rights of
the Company, its subsidiaries and its shareholders.