SET Announcements

=TRANSLATION= Information of Transaction Affiliated of Shares of Bangkok Express Public Company Limited According to the 3/2547 Directors' Meeting of CH. Karnchang Public Company Limited held on November 3, 2004, the said meeting has made a resolution to take the option of acquired ordinary shares of Bangkok Express Public Company Limited as follows: 1. Date of Transaction Following the approval of the Shareholders' Meeting to make transactions. . 2. The Transaction Party The Buyer : CH. Karnchang Public Company Limited The Seller : Tokyu Construction Company Limited : Bang Pa In Land Company Limited Number of Shares: 14,651,150 shares, accounted for 1.90% of the total registered and paid-up capital. Transaction Value : Total amount not exceeding Baht 341,957,841 Relationship : Tokyu Construction Company Limited and Bang Pa In Land Company Limited being relation with the Company's Organization. 3. Nature of the Transaction The Company will take an option to buy shares of Bangkok Express Public Company Limited, which is the concessionaire to operate the expressway for public, from - Tokyu Construction Company Limited totaled 9,551,150 shares or equivalent to 1.24% of the registered and paid-up capital. - Bang Pa In Land Company Limited totaled 5,100,000 shares or equivalent to 0.66% of the registered and paid-up capital. The said category and related transaction volume are based on the Notification of the Securities Exchange of Thailand referring the Rules and Regulations of making related renewal transaction of the Listed Company, which in this case such transaction are categorized into asset type thereof. Thus, the acquired assets' value totally are equivalent to 8.22% of net account value of the Company's tangible asset. According to the said SET notification, it requires disclosure of the said information for the Securities Exchange of Thailand and requesting for resolution of the shareholders' meeting. 4. Details of the Acquired Assets A. Nature of Business Name : Bangkok Express Public Company Limited (BECL) Location: 238/7, Asoke-Dindaeng Road, Huaykwang, Bangkok Nature of Business : The Company deals in the business of public utility service operation of expressway category. The business has been granted expressway concession from the Expressway Authority of Thailand on the basis of Build Transfer and Operation (BTO). BTO means that BECL shall make investment for Si Rat Expressway (Second Stage Expressway) operation construction. BECL shall be entitled in administration as well as receiving income portion arising from cooperation between the government sector and the company including the other private company. The concession contract will last for 30 years from March 1, 1990 and expire on February 28, 2020, the Company shall be able to extend its concession contract twice that being 10 years each B. Structure of the Shareholders As of September 14, 2004, Bangkok Express Public Company Limited has retained a registered of Baht 8,000 million and paid-up capital of Baht 7,700 million, divided into 800 million ordinary shares of Baht 10 par value, of which the Company's major shareholders are as follows: Number of shares % 1. CH. Karnchang Public Company Limited 100,167,750 13.01 2. Bangkok Bank Public Company Limited 55,295,390 7.18 3. Krungthai Bank Public Company Limited 38,890,550 5.05 4. BILFINGER BERGER BOT GMBH 33,837,140 4.39 5. Thai Military Bank Public Company Limited 31,642,463 4.11 6. Siam Commercial Thailand Recovery Fund (Open-End Fund) 20,878,530 2.71 7. Asia Bank Public Company Limited 19,614,270 2.55 8. Thai Bank Public Company Limited 13,674,500 1.78 9. GOLDMAN SACHS INTERNATIONAL 11,562,000 1.50 10. Others 444,437,407 57.72 Total 770,000,000 100.00 D. Summary of Financial Status A summary of the audited financial report and business performance of Bangkok Express Public Company Limited as of December 31, 2001-2003 as well as the internal balance sheet as of June 30, 2004 is as follows: ( Unit : Million Baht ) 2001 2002 2003 30 June 2004 Total Assets 52,282.10 51,214.75 49,679.13 49,043.59 Total Liabilities 38,455.01 37,086.75 35,070.62 34,647.08 Registered and Paid-up 7,700.00 7,700.00 7,700.00 7,700.00 Capital Shareholders' Equity 13,827.08 14,127.63 14,590.77 14,379.24 Total Income 5,960.77 6,368.92 6,218.29 3,233.69 Net Profit (Loss) 874.38 878.04 1,233.14 943.47 Net Profit per share (Baht) 1.14 1.14 1.60 1.23 Asset Return Ratio (%) 6.93 6.98 6.55 3.44 Shareholder Return Ratio(%) 6.49 6.28 8.59 6.71 Net Profit Ratio (%) 14.67 13.79 19.83 29.18 Book Value per Share (Baht) 17.61 18.02 18.16 18.67 5. Total Transaction Value The transaction value for buying shares of Bangkok Express Public Company Limited in the amount of 14,651,150 shares of which are equivalent to 1.90% of the total registered and paid-up capital. As averaged market value for 30 days backwards from September 28, 2004 to October 27, 2004, that the averaged share shall be valued Baht 23.34 per share, the related transaction value, therefore, totaled Baht 341,957,841. 6. Relation Company's Organization As of September 1, 2004, Bang Pa In Land Company Limited is the shareholder of CH. Karnchang Public Company Limited in the amount of 18,935,500 shares, of which Bang Pa In Land Company Limited has its shareholders consisting of Maha Siri Siam Company Limited, C K Office Tower Company Limited and the Trivisvavet Family Group. In this respect, The executives of Bang Pa In Land Company Limited are persons in Trivisvavet Family and being authorized to control. Tokyu Construction Company Limited is the major shareholder of CH. Karnchang- Tokyu Construction Company Limited as of September 1, 2004 in the amount of 450,000 shares that being accounted to 45% and CH. Karnchang-Tokyu Construction Company Limited is the subsidiary of CH. Karnchang Public Company Limited. List of related persons are as follows : 1. Mr. Plew Trivisvavet Director and Shareholder of CH. Karnchang Public Company Limited Director and Shareholder of CH. Karnchang-Tokyu Construction Company Limited Director and Shareholder of Bang Pa In Land Company Limited 2. Mr. Thavorn Trivisvavet Director and Shareholder of CH. Karnchang Public Company Limited Director and Shareholder of CH. Karnchang-Tokyu Construction Company Limited Director and Shareholder of Bang Pa In Land Company Limited 3. Mr. Prasert Trivisvavet* Director and Shareholder of CH. Karnchang-Tokyu Construction Company Limited Director and Shareholder of Bang Pa In Land Company Limited 4. Mr. Thep Trivisvavet* Director and Shareholder of CH. Karnchang-Tokyu Construction Company Limited Director and Shareholder of Bang Pa In Land Company Limited 5. Mr. Yim Trivisvavet* Director and Shareholder of CH. Karnchang-Tokyu Construction Company Limited Director and Shareholder of Bang Pa In Land Company Limited 6. Mr. Kamthorn Trivisvavet* Director and Shareholder of CH. Karnchang-Tokyu Construction Company Limited Director and Shareholder of Bang Pa In Land Company Limited Remarks : * Being close relatives of the executives of CH. Karnchang Public Company Limited. 7. Source of Fund for Acquisition The Company will utilize the cash flows retained from the business operation for buying these shares. 8. Criteria of Transaction Share Pricing Pricing of the transaction shares of Bangkok Express Public Company Limited is to utilize the averaged market value for 30 days backwards from September 28, 2004 to October 27, 2004 that the averaged share shall be valued Baht 23.34 per share, of which the fair price agreed by both transaction parties, and also agreed by the Company as a fair price compared with market price. 9. Expected Interest for the Company As a shareholder of Bangkok Express Public Company Limited, the Company shall have interests derived from the Company's performance and the dividend as well as from the construction of the expressway extension stage. 10. Opinions of the Board Directors and Audit Committees The Board of Directors and Audit Committees have had opinions that the aforementioned related transaction being exercised properly and beneficially for the Company. Since such transaction will support in value increasing to the Company, of which the nature of business that to support each other as well as a fair price including the concerned conditions. 11. Transactional Conditions To fulfill the aforementioned transactions, the nature of transaction exceeds 3% of the account value of tangible asset of the Company. In this regard, the aforesaid shall be categorized to be disclosure transaction in compliance with the Notification of Securities Exchange of Thailand referring the Rules and Regulations as well as the Disclosure for related transaction of the Listed Company as Item 4. The Company certifies that all of the said information is true and correct. Signed by : =Mr. Plew Trivisvavet= ( Mr. Plew Trivisvavet ) Chief Executive Officer - 1 -