SET Releases

(Translation) No. Tor.Hor. 029/2004 June 15, 2004 Subject : Resolution of The Executive Board's Meeting No. 6/2004 Attention : Director and Manager of The Stock Exchange of Thailand The Executive Board's meeting of Thanulux Public Company Limited No. 6/2004 held on June 14, 2004 and The Audit Committee meeting No. 6/2004 held on June 8, 2004 and passed resolutions concerning a connected transaction of buying common shares. The details are as follows: 1. The date on which the transaction occurred : June, 2004 2. The parties involved Buyer : Thanulux Public Company Limited Seller : Ramasorn Thaveekarn Co., Ltd. Relationship with seller: The majority shareholder and the majority shareholder of Ramasorn Thaveekarn Co., Ltd. is the outsider. 3. The general characteristics of the transaction : Acquisition ordinary shares of S. Apparel Co. Ltd. (Formerly = Saha Choya Co., Ltd.) 4. The details of assets acquired : Securities 4.1 The company name : S. Apparel Co., Ltd. 4.2 The nature of the business : Garment 4.3 Registered capital : Baht 56,000,000, classified into 560,000 shares, of value Baht 100 each 4.4 Paid-up capital : 560,000 shares 4.5 Total assets as of May 31, 2004 : Baht 149.7 million 4.6 Total liabilities as of May 31, 2004 : Baht 46.8 million 4.7 Total shareholders' equity as of May 31, 2004 : Baht 102.9 million 4.8 Net profit for month as of May 31, 2004 : Baht 0.56 million 4.9 Number of securities acquired : 33,596 shares 4.10 Price per share (unit) : Baht 183.73 (B.V. at May 31, 2004 = Baht 183.73 per share) 4.11 Proportion of securities holding before : 74% of paid-up capital 4.12 Proportion of securities holding after : 80% of paid-up capital 5. The total value of the consideration: Baht 6.17 million The type of payment : Cash payment 6. The value of the assets acquired : 33,596 ordinary shares of S. Apparel Co., Ltd. amounts to Baht 6.17 million 7. The objective to purchase : We think it is the good potential share. S. Apparel Co., Ltd. is the garment company which produce for export 100%, most of products are high end ones. The increment of the investments will support our capacity. 8. The sources of funds: Company's working capital 9. Interested directors not attend the meeting and not vote : -None- 10. Opinions by the company's Board of Directors and The Audit Committee : Agree to approve to buy the share of S. Apparel Co., Ltd. from Ramasorn Thaveekarn Co., Ltd. It will support the our capacity. The price is reasonable because it is based on the book value on May 31, 2004. The price is Baht 187.73. 11. The volume of the transaction : 0.34% This transaction has not considered as the transaction prescribed in the notification of The Stock Exchange of Thailand on Re: Rules, procedures and disclosure of information concerning the execution and disposition of assets of listed company : 0.34% This transaction is considered to be transaction prescribed in the notification of the Stock Exchange of Thailand about disclosure the information and operation of the listed company in categories of connected transactions B.E. 2546 as the category for an assets or services transaction. The transaction is more than Baht 1 million but less than Baht 20 million, or the transaction is more than 0.03% but less than 3% of Net Tangible Asset (NTA) whichever is higher, it must be approved from the Board of Director and to disclose the information to Stock Exchange of Thailand by it did not approve from the shareholders. Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Deputy managing director