ข่าวแจ้งตลาดหลักทรัพย์

(Translation) No.Tor.Hor.035/2006 November 10, 2006 Subject : Approval of Transactions with Connected Persons Attention : Director and Manager of The Stock Exchange of Thailand The meeting of the board of directors of Thanulux Public Company Limited No.5/2006 held on Thursday,November 9,2006, had approved the various transactions with the Connected Persons for the normal business of the company which currently happen and 2007. 1.The date on which the transaction : Start on January 1,2007. occurred 2.The parties involved : Thanulux Public Company Limited (TNL) together with 17 connected Persons. 3.Connected Persons and form of relation The details are as follows: No. Connected Persons Relationship 3.1. Total Way Image Co.,Ltd. Co- Major shareholder -Saha Pathana Inter-Holding Plc. -I.C.C.International Plc. 3.2. Thai Monster Co.,Ltd. Co- Major shareholder -Saha Pathana Inter-Holding Plc. 3.3. International Leather Co-Major shareholder Fashion Corp.,Ltd . -Saha Pathana Inter-Holding Plc. -I.C.C.International Plc. -Ramasorn Thaveekarn Co.,Ltd. 3.4. Thai Takaya Co.,Ltd. Co- Major shareholder -Saha Pathana Inter-Holding Plc. -I.C.C.International Plc. 3.5. S.Apparel Co.,Ltd. Co- Major shareholder -Saha Pathana Inter-Holding Plc. 3.6. Deluxe Bijou Societe Co- Major shareholder Anonyme Co.,Ltd. -Ramasorn Thaveekarn Co.,Ltd. 3.7. Morgan De Toi(Thailand) Ltd.Co- Major shareholder -Saha Pathana Inter-Holding Plc. -I.C.C.International Plc. 3.8. PTK Multi Services Co.,Ltd. Co- Major shareholder -Saha Pathana Inter-Holding Plc. 3.9. Thai Wacoal Plc. Co-Major shareholder -Saha Pathana Inter-Holding Plc. 3.10.Celebrate Wealth Co.,Ltd. Co- Major shareholder -Ramasorn Thaveekarn Co.,Ltd. TNL Directors are major shareholders -Mrs.Varindr Leelanuwatana -Ms. Dusadee Soontrontumrong -Mr. Wichai Suthitivanich 3.11.Watsadoramai Co.,Ltd. TNL Director is major shareholder -Mr.Boonsithi Chokwatana 3.12.Ramasorn Thaveekarn Co.,Ltd.Transactions with major shareholder 3.13.Thai Itokin Co.,Ltd. Co- Major shareholder -Saha Pathana Inter-Holding Plc. -I.D.F.Co.,Ltd. 3.14.Wise Winner Co., Ltd. Co- Major shareholder -Ramasorn Thaveekarn Co.,Ltd. 3.15.Five Stars Plus Co., Ltd. Co- Major shareholder -Saha Pathana Inter-Holding Plc. -I.C.C.International Plc. 3.16.SSDC (Tigertex) Co., Ltd. Co- Major shareholder -Saha Pathana Inter-Holding Plc. -I.C.C.International Plc. 3.17.Keen Intertrade Co., Ltd. Co- Major shareholder -Ramasorn Thaveekarn Co.,Ltd. TNL Director is major shareholder -Mr.Somchai Songsakdecha 4.The general characteristics of the transaction : 4.1 Revenue 4.1.1 Supporting normal business transaction in the part of income such as consultancy fee. The total amount is not more than Baht 5.0 million. 4.1.2 Transaction regarding rental of immovable property of not exceeding 3 years such as rental received. The total amount is not more than Baht 40.0 million. 4.1.3 The detail of assets or service in the part of income such as Processing Data Service and rental of movable property. The total amount is not more than Baht 5.0 million. Total revenue amount is not more than Baht 50.0 million. 4.2 Expenses 4.2.1 Supporting normal business transaction in the part of expenditure such as consultancy expense. The total amount is not more than Baht 5.0 million. 4.2.2 The details of assets or service in the part of expenditure such as rental of movable property and security. The total amount is not more than Baht 5.0 million. Total expenses amount is not more than Baht 10.0 million. 4.3 Financial support such as lending and guarantor. The total amount is not more than Baht 60.0 million. 5. Method for setting the price : 5.1 Rental Income (immovable assets), use the market price which will depend on the location, condition and the use of assets. 5.2 Processing data service, calculate from cost plus the reasonable profit and quantity of assets use. 5.3 Consultancy Fee Income / Expense, calculate from cost plus the reasonable profit which depend on the difficulty and scope of service. 5.4 Rental Expense (movable assets), use market price. 5.5 Security Expense, calculate from the amount of security guards in each shift. 5.6 Lending interest calculated by average deposit interest rate of big 5 commercial banks plus 0.5% per annum. 5.7 Guarantee fee calculated 1% per annum from the total guarantee amount. 6.Interested directors not attend the meeting and not vote. 7.Opinions by the company Board of Directors : Agree to approve all transaction stated in article 4. They are the normal business transactions. They will support and develop in the term of business for each other. They will create the competitiveness of the company, for the benefit of the company. All the price and connected conditions are reasonable. 8.Opinions by Director with significant differences from the board of directors. - None- 9.The volume of the transaction : These transactions are the transactions between Thanulux Public Company Limited and the Connected Persons, which considered to be transactions prescribed in the notification of the Stock Exchange of Thailand. Category 2 Supporting normal business transaction. Category 3 Rental of immovable assets not exceeding 3 years transaction. Category 4 assets or service transaction. Category 5 Financial support transaction. The notification of the Stock Exchange of Thailand on disclosure of the information and operation of the listed company in connected transactions B.E. 2546 as the category 2, 3 and 4 states that 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 and the category 5 the transaction is less than 3% of Net Tangible Asset (NTA) or the transaction is less than Baht 100 million, whichever is lower . The company NTA as of June 30, 2006, was Baht 69.83 million, so all transactions must be approved by the Board of Directors and to disclosed the information to The Stock Exchange of Thailand,not approved by the shareholders. Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Deputy managing director