SET Releases

(Translation) No. Tor Hor. 007/2010 February 17, 2010 Subject : Announces a connected transaction Attention : Director and General Manager of The Stock Exchange of Thailand The meeting No. 1/2010 of the Board of Director of Thanulux Public Company Limited held on Wednesday, February 17, 2010 passed resolutions concerning a connected transaction of buying Celebrate wealth Co., Ltd.' shares from the other shareholders and buying the increasing capital shares. The details are as follows: 1. The date on which the transaction occurred : April, 2010 2. The parties involved Buyer : Thanulux Public Company Limited (TNL) Seller : Ramasorn Thaveekarn Co., Ltd. : Total Way Image Co., Ltd. : Mrs. Varindr Leelanuwatana : Mr. Wichai Suthitivanich : Ms. Dusadee Soontrontumrong : Mr. Suchart Layluxsiri : Ms. Marindr Leelanuwatana : Mr. Amnuay Bumroongwongtong : Mr. Manee Pungtam 3. Connected persons and form of relation No. Connected Persons Relationship 1 Ramasorn Thaveekarn Co., Ltd. major shareholder 2 Total Way Image Co., Ltd. Co- Major shareholder 3 Mrs. Varindr Leelanuwatana TNL's Director 4 Mr. Wichai Suthitivanich TNL's Director 5 Ms. Dusadee Soontrontumrong TNL's Director 6 Mr. Supotch Pakaworawuth Co- Director 4. The general characteristics of the transaction : Buying Celebrate wealth Co., Ltd.' shares from the other shareholders which are connected persons, buying the allocation increasing capital shares and the shares that the other shareholders (connected persons) waive the rights to reserve. 5. The details of assets will buy - The company name : Celebrate wealth Co., Ltd. - The nature of the business : Distribution of fashion goods. - Registered capital : Baht 20 million (Par Baht100 / share) - Paid-up capital : Baht 20 million - Celebrate wealth Co., Ltd. Shareholders' name list that purpose to sale Name Shares % Holding 1. Ramasorn Thaveekarn Co., Ltd. 11,000 5.50 2. Mr. Wichai Suthitivanich 22,500 11.25 3. Ms. Dusadee Soontrontumrong 22,500 11.25 4. Ms. Marindr Leelanuwatana 20,000 10.00 5. Mr. Amnuay Bumroongwongtong 20,000 10.00 6. Mr. Suchart Layluxsiri 10,000 5.00 7. Mrs. Varindr Leelanuwatana 4 0.00 8. Mr. Manee Pungtam 4 0.00 Total 106,008 53.00 - Buying Price per share : Baht 49.40 Book value and agree price between buyer & seller Celebrate wealth Co., Ltd. increased capital shares and allocated 1 existing share by 1 new share - Additional increased capital shares : Baht 20 million (Par Baht100 / share) - Total Registered capital : Baht 40 million - Buying the allocation shares : 37,992 shares - Buying Price per share : Baht100 / share as the allocation price - Buying the shares that other shareholders waive the rights to reserve. Name Shares % Holding 1. Ramasorn Thaveekarn Co., Ltd. 43,000 10.75 2. Total Way Image Co., Ltd. 24,000 6.00 3. Mr. Wichai Suthitivanich 22,500 5.63 4. Ms. Dusadee Soontrontumrong 22,500 5.63 5. Ms. Marindr Leelanuwatana 20,000 5.00 6. Mr. Amnuay Bumroongwongtong 20,000 5.00 7. Mr. Suchart Layluxsiri 10,000 2.50 8. Mrs. Varindr Leelanuwatana 4 0.00 9. Mr. Manee Pungtam 4 0.00 Total 162,008 40.50 - Buying Price per share : Baht100 / share as the allocation price - Total buying shares : 306,008 shares - Proportion of securities holding before : 19.00 % of registered capital Baht 20.00 million - Proportion of securities holding after : 86.00 % of registered capital Baht 40.00 million New shareholding structure of Celebrate wealth Co., Ltd. is as follow. Name Shareholding ratio 1. Thanulux Public Company Limited 86.00% 2. Ramasorn Thaveekarn Co., Ltd. 8.00% 3. Total Way Image Co., Ltd. 6.00% Total 100.00% 6. The total value of asset receives and : 306,008 shares of Total value pay Celebratewealth Co., Ltd. Total value pay Cash payment amount Baht25,236,795.20 7. The benefit expected to be received : Expand distribution channel of the company 8. Funding source : From the company's working capital 9. Interested directors of the connected transaction left the meeting room and do not vote. : Mrs. Varindr Leelanuwatana, Mr. Wichai Suthitivanich, Ms. Dusadee Soontrontumrong and Mr. Supotch Pakaworawuth 10. Opinions by the company's Board of Directors and Audit Committee : This transaction will create the business expansion for growth and sustainable to the company. The price and condition are reasonable. 11. Opinions by Director with significant differences from the board of directors. - None- 12. The volume of the transaction : As per the Acquisition or Disposal of Assets' basis equal to 0.88% (The value given or received compared with the firm's assets value as of September 30, 2009) This transaction is considered to be the one prescribed in the notification of the Stock Exchange of Thailand on disclosure of the information and operation of the listed company in categories of connected transactions B.E. 2546 as the category of asset and service the transaction valued more than Baht 1 million but less than Baht 20 million, or the transaction more than 0.03% but less than 3% of net tangible asset (NTA), whichever is higher. The transaction of Baht 25.24 million was less than The company's 3% of NTA ending September 30, 2009 (Baht 78.21 million), so must be approved by the board of director and disclosed to The Stock Exchange of Thailand and do not need to get approved by the shareholders. Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong ( Miss Dusadee Soontrontumrong ) Deputy managing director