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 2006 and 31 December 2007, 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    | Amo |     | Pricing Policy | Reason  |
| lated | ionship | ription | unt |     |                | for the |
| Co    |         |         | (B  |     |                | tran    |
| mpany |         |         | aht |     |                | saction |
|       |         |         | Mi  |     |                |         |
|       |         |         | lli |     |                |         |
|       |         |         | on) |     |                |         |
+=======+=========+=========+=====+=====+================+=========+
|       |         |         | For | For |                |         |
|       |         |         | the | the |                |         |
|       |         |         | y   | y   |                |         |
|       |         |         | ear | ear |                |         |
|       |         |         | en  | en  |                |         |
|       |         |         | ded | ded |                |         |
|       |         |         |     |     |                |         |
|       |         |         | 31  | 31  |                |         |
|       |         |         | Dec | Dec |                |         |
|       |         |         | 2   | 2   |                |         |
|       |         |         | 006 | 007 |                |         |
+-------+---------+---------+-----+-----+----------------+---------+
| Ba    | Common  | R       | 2   | 2   | It is the      | The     |
| ngkok | di      | evenues | 1.3 | 5.4 | Company’s      | Audit   |
| Insu  | rector, |         |     |     | normal course  | Co      |
| rance | and BKI | -       |     |     | of business,   | mmittee |
| Pcl.  | is the  | R       |     |     | charging at    | has the |
| (BKI) | major   | evenues |     |     | normal price   | opinion |
|       | shar    | from    |     |     | and benefits   | that    |
|       | eholder | h       |     |     | as customers   | the     |
|       | of the  | ospital |     |     | in general.    | tran    |
|       | C       | s       |     |     |                | saction |
|       | ompany, | ervices |     |     |                | is      |
|       | with    | r       |     |     |                | reas    |
|       | 13.12%  | eceived |     |     |                | onable. |
|       | share   | from    |     |     |                |         |
|       | holding | BKI     |     |     |                |         |
|       | as at 2 |         |     |     |                |         |
|       | January |         |     |     |                |         |
|       | 2008    |         |     |     |                |         |
+-------+---------+---------+-----+-----+----------------+---------+
|       |         | E       | 1   | 2   | BKI is the     | The     |
|       |         | xpenses | 8.5 | 0.2 | insurance      | Audit   |
|       |         |         |     |     | provider which | Co      |
|       |         | -       |     |     | the Company    | mmittee |
|       |         | In      |     |     | and            | has the |
|       |         | surance |     |     | subsidiaries   | opinion |
|       |         | fees    |     |     | have always    | that    |
|       |         | which   |     |     | used. In       | the     |
|       |         | the     |     |     | addition, the  | tran    |
|       |         | Company |     |     | insurance      | saction |
|       |         | and     |     |     | premium that   | is      |
|       |         | subsi   |     |     | the Company    | reas    |
|       |         | diaries |     |     | and            | onable. |
|       |         | paid to |     |     | subsidiaries   |         |
|       |         | BKI     |     |     | paid to BKI    |         |
|       |         |         |     |     | was at the     |         |
|       |         |         |     |     | rate which BKI |         |
|       |         |         |     |     | offers to its  |         |
|       |         |         |     |     | customers in   |         |
|       |         |         |     |     | general.       |         |
+-------+---------+---------+-----+-----+----------------+---------+
| Ba    | Common  | R       | 2   | 2   | It is the      | The     |
| ngkok | d       | evenues | 0.9 | 9.5 | Company’s      | Audit   |
| Bank  | irector |         |     |     | normal course  | Co      |
| Pcl.  |         | -       |     |     | of business,   | mmittee |
| (BBL) |         | R       |     |     | charging at    | has the |
|       |         | evenues |     |     | normal price   | opinion |
|       |         | from    |     |     | and benefits   | that    |
|       |         | h       |     |     | as customers   | the     |
|       |         | ospital |     |     | in general.    | tran    |
|       |         | s       |     |     |                | saction |
|       |         | ervices |     |     |                | is      |
|       |         | r       |     |     |                | reas    |
|       |         | eceived |     |     |                | onable. |
|       |         | from    |     |     |                |         |
|       |         | BBL     |     |     |                |         |
+-------+---------+---------+-----+-----+----------------+---------+
|       |         | E       | 4   | 5   | BBL is the     | The     |
|       |         | xpenses | 4.3 | 3.4 | credit card    | Audit   |
|       |         |         |     |     | service        | Co      |
|       |         | - Bank  |     |     | provider which | mmittee |
|       |         | credit  |     |     | the Company    | has the |
|       |         | cards   |     |     | has always     | opinion |
|       |         | com     |     |     | used. The      | that    |
|       |         | mission |     |     | Company        | the     |
|       |         | fees    |     |     | invested in    | tran    |
|       |         | paid to |     |     | various        | saction |
|       |         | BBL     |     |     | i              | is      |
|       |         |         |     |     | nfrastructures | reas    |
|       |         |         |     |     | to maximize    | onable. |
|       |         |         |     |     | the benefits   |         |
|       |         |         |     |     | from efficient |         |
|       |         |         |     |     | use of credit  |         |
|       |         |         |     |     | card payment   |         |
|       |         |         |     |     | system. The    |         |
|       |         |         |     |     | fees paid to   |         |
|       |         |         |     |     | BBL are at the |         |
|       |         |         |     |     | market rate.   |         |
+-------+---------+---------+-----+-----+----------------+---------+
|       |         |         |     |     |                |         |
+-------+---------+---------+-----+-----+----------------+---------+
| BBL   |         | -       | 3   | 3   | The Company    | A       |
| (Co   |         | Rental  | 1.5 | 5.7 | rented a       | pproved |
| nt’d) |         | of land |     |     | building from  | by the  |
|       |         | and     |     |     | BBL to support | shareh  |
|       |         | b       |     |     | its hospital   | olders. |
|       |         | uilding |     |     | business and   |         |
|       |         | paid to |     |     | to use for     |         |
|       |         | BBL     |     |     | parking and    |         |
|       |         |         |     |     | serviced       |         |
|       |         |         |     |     | apartments for |         |
|       |         |         |     |     | patients’      |         |
|       |         |         |     |     | families. The  |         |
|       |         |         |     |     | rental fees    |         |
|       |         |         |     |     | are            |         |
|       |         |         |     |     | reasonable.    |         |
+-------+---------+---------+-----+-----+----------------+---------+
|       |         | -       | 1   | 1   | The Company    | A       |
|       |         | I       | 7.5 | 7.5 | paid interest  | pproved |
|       |         | nterest |     |     | on Baht 550    | by the  |
|       |         | on      |     |     | million        | shareh  |
|       |         | conv    |     |     | principal of   | olders. |
|       |         | ertible |     |     | convertible    |         |
|       |         | bonds   |     |     | bonds.         |         |
|       |         | paid to |     |     | Interest rates |         |
|       |         | BBL     |     |     | are in         |         |
|       |         |         |     |     | accordance     |         |
|       |         |         |     |     | with debt      |         |
|       |         |         |     |     | restructuring  |         |
|       |         |         |     |     | agreement.     |         |
+-------+---------+---------+-----+-----+----------------+---------+
| Bumru | Sub     | R       | 3   | 2   | The Company    | The     |
| ngrad | sidiary | evenues | 6.9 | 8.4 | charges the    | Audit   |
| Int   | which   |         |     |     | fees in        | Co      |
| ernat | the     | -       |     |     | relation with  | mmittee |
| ional | Company | Con     |     |     | the actual     | has the |
| Li    | holds   | sulting |     |     | cost of the    | opinion |
| mited | 51% (as | fees on |     |     | resources      | that    |
|       | at 31   | h       |     |     | used.          | the     |
|       | Dec 06) | ospital |     |     |                | tran    |
|       | with    | man     |     |     |                | saction |
|       | change  | agement |     |     |                | is      |
|       | of      | r       |     |     |                | reas    |
|       | status  | eceived |     |     |                | onable. |
|       | 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 Bangkok Bank
  Public Company Limited to subscribe to such shares

  On 15 May 2006, the Company’s shareholders approved waiver of the
  Company’s right to subscribe to Bumrungrad International Limited’s new
  shares in order to allow Bangkok Bank Public Company Limited to
  subscribe to such shares. Such waiver is a related transaction, with
  details as follows:

+---------------------+------------------------------------------------+
| Related Company:    | Bangkok Bank Public Company Limited (“BBL”)    |
+---------------------+------------------------------------------------+
| Relationship:       | BBL, together with its subsidiary,             |
|                     | Sinnsuptawee Asset Management Company Limited, |
| (As of 15 May 2006) | are major shareholders of the Company holding  |
|                     | 136,158,279 shares or 18.65% of paid-up        |
|                     | capital of the Company as of 20 January 2006.  |
|                     | As a potential investor in Bumrungrad          |
|                     | International Limited, a 99.99% owned          |
|                     | subsidiary of the Company, BBL is considered a |
|                     | Connected Person.                              |
+---------------------+------------------------------------------------+
| Description:        | - Waiver of rights by the Company to subscribe |
|                     | to 1,176,469 shares in Bumrungrad              |
|                     | International Limited in order to allow BBL to |
|                     | subscribe to the shares.                       |
|                     |                                                |
|                     | - Bumrungrad International Limited offers new  |
|                     | 1,176,469 shares to BBL.                       |
+---------------------+------------------------------------------------+
| Amount:             | The value of the Transaction is approximately  |
|                     | Baht 180.6 million                             |
+---------------------+------------------------------------------------+
| Pricing Policy:     | The subscription price of the new shares of    |
|                     | Bumrungrad International Limited of Baht       |
|                     | 153.52 was calculated based on the accumulated |
|                     | cost of investment by the Company in           |
|                     | Bumrungrad International Limited plus an       |
|                     | agreed upon rate of return. This is in         |
|                     | substantial premium to Bumrungrad              |
|                     | International Limited’s book value per share   |
|                     | of Baht 120.18 as of 31 December 2005, which   |
|                     | is in line with IFA report.                    |
+---------------------+------------------------------------------------+
| Reasons for the     | The Transaction was approved by the            |
| transaction:        | shareholders’ meeting on 15 May 2006           |
+---------------------+------------------------------------------------+

  2. 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 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   |
| (As of 12 March     | of 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 in 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 three       |
|                     | 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         |
+---------------------+------------------------------------------------+

  3. 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 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 and
                         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
  transaction:           shareholders’ 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. The rental of building from
  Bangkok Bank Public Company Limited (as detailed in notes to financial
  statements no. 7) to be used as serviced apartments for families of
  patients has helped the Company to maintain and expand its
  international patient base. The corporate contracts and insurance
  contracts have helped expand the Company’s 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, if
  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.