Connected party transactions

Person with mutual benefit and connected transaction in 2001

Connected transaction between the company, subsidiary and associated
companies in 2001 were of a general business nature, in consideration of
which, the Company has received and paid a fair market value. Details
are as follows:

+---------+--------+-------------+------------+-----+----------------+
| Na      | Relati | Type/size   | Interest   | R   | Details of     |
| tural/j | onship | of          | ra         | ema | company with   |
| uristic |        | transaction | te/selling | rks | connected      |
| person  |        |             | and        |     | transactions   |
| with    |        |             | purchasing |     |                |
| mutual  |        |             | price      |     |                |
| benefit |        |             |            |     |                |
+---------+--------+-------------+------------+-----+----------------+
| 1.  One | KGI    | On May      | Total      | -   | Type of        |
|         | Secu   | 11^(th)     | value of   |     | business:      |
|   Asset | rities | 2001, the   | a          |     | Mutual fund    |
|     Man | (Tha   | Board of    | cquisition |     | management     |
| agement | iland) | Directors   | is         |     |                |
|         | is a   | Meeting     | Bt132.5mn  |     | Principal      |
| Limited | 100%   | resolved    | (2.5mn     |     | shareholders:  |
|         | stake  | that the    | shares at  |     |                |
|         | holder | Company     | Bt53 per   |     | - KGI          |
|         | in One | purchases   | share,     |     | Securities     |
|         | Asset  | additional  | valuation  |     | (Thailand)     |
|         | Mana   | 2,500,000   | method     |     | 100%           |
|         | gement | shares (25% | based on   |     |                |
|         | Li     | of paid-up  | Discounted |     | Directors:     |
|         | mited. | capital) in | Cash Flow  |     |                |
|         |        | One Asset   | basis)     |     | 1. Mrs. Vivan  |
|         |        | Management  | while      |     | Tharahiranchot |
|         |        | Ltd. from   | BankThai   |     |                |
|         |        | BankThai    | agreed to  |     | 2. Mr. Suripol |
|         |        | Plc.        | pay        |     | Kemjinda       |
|         |        |             | dividend   |     |                |
|         |        |             | at Bt3 per |     | 3. Ms. Tiwarat |
|         |        |             | share.     |     | Te             |
|         |        |             | Therefore, |     | chameekiatchai |
|         |        |             | net        |     |                |
|         |        |             | payment    |     | 4. Mr. Arnold  |
|         |        |             | for this   |     | Ming Fai San   |
|         |        |             | a          |     |                |
|         |        |             | cquisition |     | 5. Ms. Ching   |
|         |        |             | t          |     | Ching Li 6.    |
|         |        |             | ransaction |     | Mr. Wong Sai   |
|         |        |             | was        |     | Hang           |
|         |        |             | Bt125mn.   |     |                |
|         |        |             |            |     | 7. Mr. Jen Hai |
|         |        |             |            |     | Wang 8. Mr.    |
|         |        |             |            |     | James Wang     |
|         |        |             |            |     |                |
|         |        |             |            |     | 9. Mr. Tian Yu |
|         |        |             |            |     | Wang 10. Mr.   |
|         |        |             |            |     | Hua Feng Chang |
+---------+--------+-------------+------------+-----+----------------+
|         |        | As of       | Commission |     |                |
|         |        | December    | fee at     |     |                |
|         |        | 31^(st)     | percentage |     |                |
|         |        | 2001, the   | of net     |     |                |
|         |        | Company     | asset      |     |                |
|         |        | registered  | value of   |     |                |
|         |        | fee-based   | fund       |     |                |
|         |        | income of   | servicing. |     |                |
|         |        | Bt2.29mn.   |            |     |                |
+---------+--------+-------------+------------+-----+----------------+
| 2.  KGI | HOLDCO | As at       | Coupon     | -   | Type of        |
|     Sec | is a   | December    | rates on   |     | business:      |
| urities | wholly | 31^(st)     | Secured    |     | Investment     |
|     (Th | -owned | 2000,       | C          |     |                |
| ailand) | subs   | HOLDCO had  | onvertible |     | Principal      |
|         | idiary | interest in | Note and   |     | shareholder:   |
|  Intern | of KGI | overseas    | Secured    |     |                |
| ational | Secu   | associated  | Note are   |     | - KGI          |
|     H   | rities | companies   | 6% per     |     | Securities     |
| oldings | (Thai  | of          | annum,     |     | (Thailand)     |
|         | land). | US$65.8mn.  | payable    |     | 100%           |
| Limited |        | On March 8, | semi       |     |                |
|         |        | 2001, the   | -annually. |     | Directors:     |
|   ^(*)( |        | EGM has     |            |     |                |
| HOLDCO) |        | approved    |            |     | 1. Mr. Nip Lai |
|         |        | that HOLDCO |            |     | Wo             |
|         |        | sold the    |            |     |                |
|         |        | following   |            |     | 2. Mr. Chan    |
|         |        | overseas    |            |     | Siu Fai Felix  |
|         |        | investment  |            |     |                |
|         |        | to KGI      |            |     |                |
|         |        | In          |            |     |                |
|         |        | ternational |            |     |                |
|         |        | Holdings    |            |     |                |
|         |        | Limited     |            |     |                |
|         |        | (KGII) in   |            |     |                |
|         |        | co          |            |     |                |
|         |        | nsideration |            |     |                |
|         |        | for newly   |            |     |                |
|         |        | issued      |            |     |                |
|         |        | Secured     |            |     |                |
|         |        | Convertible |            |     |                |
|         |        | Note and    |            |     |                |
|         |        | Secured     |            |     |                |
|         |        | Note of     |            |     |                |
|         |        | KGII at     |            |     |                |
|         |        | aggregate   |            |     |                |
|         |        | face value  |            |     |                |
|         |        | of US$35mn  |            |     |                |
|         |        | and         |            |     |                |
|         |        | Bt1,575mn.  |            |     |                |
+---------+--------+-------------+------------+-----+----------------+
|         |        | As of       | No         |     |                |
|         |        | December    | interest   |     |                |
|         |        | 31^(st)     | charged.   |     |                |
|         |        | 2001, the   |            |     |                |
|         |        | Company had |            |     |                |
|         |        | advances to |            |     |                |
|         |        | payable to  |            |     |                |
|         |        | subsidiary  |            |     |                |
|         |        | company of  |            |     |                |
|         |        | Bt1.65mn.   |            |     |                |
+---------+--------+-------------+------------+-----+----------------+

  ^(*) change the company’s name from “KGI Securities One International
  Holdings Limited”

Persons with mutual benefits and connected transactions (Con’t)

+---------+--------+---------------+-----------+-----+----------------+
| Na      | Relati | Type/size of  | Interest  | R   | Details of     |
| tural/j | onship | transaction   | rat       | ema | company with   |
| uristic |        |               | e/selling | rks | connected      |
| person  |        |               | and       |     | transactions   |
| with    |        |               | p         |     |                |
| mutual  |        |               | urchasing |     |                |
| b       |        |               | price     |     |                |
| enefits |        |               |           |     |                |
+---------+--------+---------------+-----------+-----+----------------+
| 3.      | KGI    | As of         | Interest  | -   | Type of        |
|   S-One | Secu   | December 31,  | rate      |     | business:      |
|         | rities | 2001, the     | according |     | Leasing        |
| Capital | (Tha   | Company had   | to        |     |                |
|         | iland) | account       | leasing   |     | Principal      |
|    Co., | holds  | payables      | contract  |     | shareholders:  |
|         | 50% of | under         | at        |     |                |
|    Ltd. | S-One  | financial     | 14%-15%   |     | - KGI          |
|         | Cap    | rental        | pa.       |     | Securities     |
|         | ital’s | agreements of |           |     | (Thailand) 50% |
|         | p      | Bt3.13mn and  |           |     |                |
|         | aid-up | interest      |           |     | - Mr. Sawat    |
|         | ca     | expenses of   |           |     | Jiarathanakul  |
|         | pital. | Bt0.55mn.     |           |     | 30%            |
|         |        |               |           |     |                |
|         |        |               |           |     | - Union Bank   |
|         |        |               |           |     | of Bangkok 10% |
|         |        |               |           |     |                |
|         |        |               |           |     | - Thai         |
|         |        |               |           |     | Military Bank  |
|         |        |               |           |     | 10%            |
|         |        |               |           |     |                |
|         |        |               |           |     | Directors:     |
|         |        |               |           |     |                |
|         |        |               |           |     | 1. Mrs Supa    |
|         |        |               |           |     | S              |
|         |        |               |           |     | ermsukskulchai |
|         |        |               |           |     |                |
|         |        |               |           |     | 2. Ms. Kitiwan |
|         |        |               |           |     | Thunnum        |
|         |        |               |           |     |                |
|         |        |               |           |     | 3. Mrs.        |
|         |        |               |           |     | Jamaree        |
|         |        |               |           |     | Ananatsiri     |
|         |        |               |           |     |                |
|         |        |               |           |     | 4. Mr. Sawat   |
|         |        |               |           |     | Jiarathanakul  |
|         |        |               |           |     |                |
|         |        |               |           |     | 5. Mr. Phaibul |
|         |        |               |           |     | Roenkemaniyom  |
|         |        |               |           |     |                |
|         |        |               |           |     | 6. Mr.         |
|         |        |               |           |     | Thavatchai     |
|         |        |               |           |     | Tassanekulkij  |
|         |        |               |           |     |                |
|         |        |               |           |     | 7. Ms. Sirima  |
|         |        |               |           |     | Ubhathamphakul |
+---------+--------+---------------+-----------+-----+----------------+
| 4.  KGI | KGI    | As of         | Brokerage | -   | Type of        |
|         | Asia   | December      | fee at    |     | business:      |
|    Asia | L      | 31^(st) 2001, | 0.09% of  |     | Securities     |
|     L   | imited | the Company   | trade     |     | trading        |
| imited. | is one | received      | value.    |     |                |
|         | of the | brokerage     |           |     | Principal      |
|         | KGI    | fees of       | Interest  |     | shareholder:   |
|         | Group  | Bt0.79mn,     | expenses  |     |                |
|         | (a     | interest      | =         |     | - Koos Group   |
|         | pri    | expenses of   | LIBOR+2%  |     | >50%           |
|         | ncipal | Bt1.11mn, and | (appr     |     |                |
|         | share  | loan to and   | oximately |     | Directors:     |
|         | holder | advance from  | 3.7% pa.) |     |                |
|         | of the | related       |           |     | 1. Mr. Angelo  |
|         | C      | company of    |           |     | Koo 2. Mr. Joe |
|         | ompany | Bt13.43mn.    |           |     | Wai            |
|         | holds  |               |           |     |                |
|         | 49% of |               |           |     | 2. Mr. Ben     |
|         | the    |               |           |     | Kwong 4. Mr.   |
|         | Com    |               |           |     | Michel Sze     |
|         | pany’s |               |           |     |                |
|         | s      |               |           |     | 3. Mr.Anthony  |
|         | hare). |               |           |     | Yung 6. Mr     |
|         |        |               |           |     | Arnold Chan    |
+---------+--------+---------------+-----------+-----+----------------+
| 5.  KGI | A      | As of         | No        | -   | Type of        |
|         | r      | December      | interest  |     | business:      |
|   Korea | elated | 31^(st) 2001, | charged.  |     | Securities     |
|         | co     | the Company   |           |     | trading        |
| Limited | mpany. | had advance   |           |     |                |
|         |        | to related    |           |     | Principal      |
|         |        | company of    |           |     | shareholder:   |
|         |        | Bt0.94mn      |           |     |                |
|         |        |               |           |     | - Koos Group   |
|         |        |               |           |     | >50%           |
|         |        |               |           |     |                |
|         |        |               |           |     | Directors:     |
|         |        |               |           |     |                |
|         |        |               |           |     | 1. Mr. Jeffrey |
|         |        |               |           |     | Koo 4. Ms. Au  |
|         |        |               |           |     | Yi Sum Lily    |
|         |        |               |           |     |                |
|         |        |               |           |     | 3. Mr. Angelo  |
|         |        |               |           |     | Koo 5. Mr. Lee |
|         |        |               |           |     | Howe Yong      |
|         |        |               |           |     |                |
|         |        |               |           |     | 6. Mr. Chang   |
|         |        |               |           |     | An-Ping Nelson |
|         |        |               |           |     | 7. Mr. Pun Kin |
|         |        |               |           |     | Wa             |
+---------+--------+---------------+-----------+-----+----------------+

Persons with mutual benefits and connected transactions (Con’t)

+----------+--------+-------------+------------+-----+---------------+
| Natural/ | Relati | Type/size   | Interest   | R   | Details of    |
| juristic | onship | of          | ra         | ema | company with  |
| person   |        | transaction | te/selling | rks | connected     |
| with     |        |             | and        |     | transactions  |
| mutual   |        |             | purchasing |     |               |
| benefits |        |             | price      |     |               |
+----------+--------+-------------+------------+-----+---------------+
| 6.  KGI  | A      | As of       | No         | -   | Type of       |
|     Hong | r      | December    | interest   |     | business:     |
|     Kong | elated | 31^(st)     | charged.   |     | Securities    |
|          | co     | 2001, the   |            |     | trading       |
|  Limited | mpany. | Company had |            |     |               |
|          |        | advance     |            |     | Principal     |
|          |        | payables of |            |     | shareholder:  |
|          |        | Bt0.49mn    |            |     |               |
|          |        | and loan to |            |     | - Koos Group  |
|          |        | and advance |            |     | >50%          |
|          |        | from KGI    |            |     |               |
|          |        | Hong Kong   |            |     | Directors:    |
|          |        | Limited of  |            |     |               |
|          |        | Bt11.43mn.  |            |     | 1. Ms. Au Yi  |
|          |        |             |            |     | Sum Lily      |
|          |        |             |            |     |               |
|          |        |             |            |     | 2. Mr. Pun    |
|          |        |             |            |     | Kin Wa        |
|          |        |             |            |     |               |
|          |        |             |            |     | 3. Mr. Yeung  |
|          |        |             |            |     | Chun Pong     |
|          |        |             |            |     | Paul          |
|          |        |             |            |     |               |
|          |        |             |            |     | 4. Mr. Say    |
|          |        |             |            |     | Swee Onn      |
+----------+--------+-------------+------------+-----+---------------+
| 7        | A      | As of       | Brokerage  |     | Type of       |
| .  China | r      | December    | fee at     |     | business:     |
|     Se   | elated | 31^(st)     | 0.09% of   |     | Securities    |
| curities | c      | 20001, the  | trade      |     | trading       |
|     Co., | ompany | Company     | value.     |     |               |
|     Ltd. |        | received    |            |     | Principal     |
|          |        | brokerage   |            |     | shareholder:  |
|          |        | fee income  |            |     |               |
|          |        | of          |            |     | - China Trust |
|          |        | Bt0.106mn.  |            |     | Commercial    |
|          |        |             |            |     | Bank          |
|          |        |             |            |     |               |
|          |        |             |            |     | - Taiwan      |
|          |        |             |            |     | Cement Corp   |
|          |        |             |            |     |               |
|          |        |             |            |     | - Chia Hsin   |
|          |        |             |            |     | Cement Corp   |
|          |        |             |            |     |               |
|          |        |             |            |     | - China       |
|          |        |             |            |     | Leasing Co.   |
|          |        |             |            |     |               |
|          |        |             |            |     | - CITC Co.    |
|          |        |             |            |     |               |
|          |        |             |            |     | Directors:    |
|          |        |             |            |     |               |
|          |        |             |            |     | 1. Mr.        |
|          |        |             |            |     | Chang-Ching   |
|          |        |             |            |     | Wang          |
|          |        |             |            |     |               |
|          |        |             |            |     | 2. Mr.        |
|          |        |             |            |     | William W. M. |
|          |        |             |            |     | Lee           |
|          |        |             |            |     |               |
|          |        |             |            |     | 3. Mr. Angelo |
|          |        |             |            |     | Koo           |
+----------+--------+-------------+------------+-----+---------------+
|          |        | As of       | As agreed  |     |               |
|          |        | December    | upon in    |     |               |
|          |        | 31^(st)     | region.    |     |               |
|          |        | 2001, the   |            |     |               |
|          |        | Company had |            |     |               |
|          |        | sharing of  |            |     |               |
|          |        | regional    |            |     |               |
|          |        | advertising |            |     |               |
|          |        | expense of  |            |     |               |
|          |        | Bt2.2mn.    |            |     |               |
+----------+--------+-------------+------------+-----+---------------+

Necessity and reason of transactions 

The Company’s connected party transactions, which are interest,
dividend, and fees, are conducted at a fair price and in general
business practice in compliance with the notifications and regulations.

Process on approval of connected party transaction and trend

The Company certifies that the future connected transactions between
itself and related parties will be conducted at a fair price and in
general business practice in compliance with the notifications,
regulations, orders or requirements of the SET as well as the
stipulations regarding disclosures of information, connected
transactions and acquisitions or disposal of key assets of listed
companies or subsidiaries.

In the event that the connected transactions of the Company or its
subsidiaries are related to the persons who may have special interests
or conflicts of interest in the future, the Company will disclose these
in the notes to the audited financial statements. Those parties who do
not have special interests (i.e., independent Directors, the Audit
Committee, an independent expert or the Company’s auditor) will provide
opinions on the suitability of such transactions as a basis for further
decision-making by the Board of Directors or the shareholders.