ข่าวแจ้งตลาดหลักทรัพย์

=Translation= No. CK-05-0000-PO-L-0130 May 3, 2005 Subject: Additional Clarifications on Resolutions of the Board of Directors and Information Memorandum on Acquisition of Shares in Thai Tap Water Supply Co., Ltd. Attn: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited notified the resolutions of the Board of Directors Meeting No. 3/2005, held on April 28, 2005. The Company hereby clarifies additional information and justifications as follows: 1. In Item 1, regarding the establishment of the Company's branch office in Lao People's Democratic Republic Company Name : CH. Karnchang Public Company Limited, Branch at Lao People's Democratic Republic Registered Capital : Baht 1,450,000,000 Paid-up Capital : Baht 1,080,909,620 Nature of Business : Construction Contractor 2. Item 3, regarding the acquisition of shares in Thai Tap Water Supply Co., Ltd. The Company resolved to appoint Sicco Advisory Co., Ltd. as independent financial advisor and it was currently in the process of appraising the share price for the Audit Committee to propose such appraisal to the shareholders. The Company would furnish the opinion of the independent financial advisor, together with the notice of the Shareholders Meeting to the Stock Exchange five business days prior to delivery of the same to the shareholders. 3. Item 4, regarding the approval for the Company to sell and/or transfer the option to purchase ordinary shares in Thai Tap Water Supply Co., Ltd. which might occur in the future to other persons and/or legal entities Given the fact that the Company was searching for strategic partners with the ability to support the business and to serve as long-term investors. The search for strategic partners might have progress within this year. In this regard, the approval of the shareholders to sell such shares was sought ahead of schedule and the Company would give notice to the shareholders and the Stock Exchange immediately once the search for strategic partners was completed, provided that the price of such sale shall not be lower than the agreed price of purchase from the existing shareholders. After the sale of such shares, the Company would remain a principal shareholder. The sale of shares was due to the fact that RWE Thames Water Public Company Limited had a policy to withdraw its investment in Asia and to instead emphasize its investment in Europe 4. Information Memorandum on Acquisition of Assets Transaction Date :During July 2005 Sellers : - Thames Water International Service Ltd. Office is located at 14 Cavendish Place, London, United Kingdom,W1M0 NU - Thames Water International (Thailand) Ltd. Office is located at 591 UBC II Building, Floor 12, Room 1205, Sukhumvit Road, Khlongton Nua Subdistrict, Watthana District, Bangkok - Thames Water Public Company Limited Office is located at 14 Cavendish Place, London, United Kingdom, W1M0 NU Note: The parent company of the foregoing three companies is RWE Thames Water Public Company Limited. Matters, which would not require a new listing application with the Stock Exchange, are as follows: (1) The nature of business of Thai Tap Water Supply Co., Ltd. is a mutually supporting business to the Company's business.In other words, it would cause the Company to earn revenue from dividend and benefit from capital gain when Thai Tap Water Supply Co., Ltd. would list on the Stock Exchange. Normally,the Company's primary business is construction, with concession business as supplementary business, such as, the subway project and the expressway construction projects. Thai Tap Water Supply Co., Ltd.'s business is a public utility project, which would provide additional support on a long-term basis to the Company's revenue in the future. (2) The Company's primary business of construction would continue. However, in order to minimize the risks from the uncertainty of revenue from construction business, the Company expanded its investment in infrastructure concession business with good operating results and profits sufficient to regularly pay dividend to the Company. (3) Thai Tap Water Supply Co., Ltd. is a concession business granted by the Provincial Waterworks Authority for a concession period of 25 years. Under the agreement, the PWA would purchase tap water produced by Thai Tap Water Supply Co., Ltd. at the specified minimum volume to be purchased by the PWA, whereby the purchase volume would increase in response to increasing demand and production capacity as specified in the agreement. Thai Tap Water Supply Co., Ltd. thus has no risk in terms of sale volume. In addition, the calculation formula is apparent and the contractual party is the PWA, which is a reliable state enterprise. As the agreement requires payment to be made on a monthly basis, therefore, Thai Tap Water Supply Co., Ltd.'s operations resulted in profit. Once the financial statements of Thai Tap Water Supply Co., Ltd. are consolidated to the Company's financial statements, the Company would have more assets and net profits. Furthermore, Thai Tap Water Supply Co., Ltd. itself has the qualifications for listing with the Stock Exchange. Independent Financial Advisor: Sicco Advisory Co., Ltd. Registered/Paid-up Capital of Thai Tap Water Supply: Baht 3,000,000,000 Directors of Thai Tap Water Supply Co., Ltd.: 1. Mr. Narong Sangsuriya 2. Mr. Sombat Kitjalaksana 3. Mr. Prasert Marittanaporn 4. Mr. Mark Timothy Waite 5. Mr. Sakorn Kruemai 6. Mr. Stuart Edward Reasons for Profit in the year 2004: Thai Tap Water Supply Co., Ltd. commenced its commercial operations and also started to earn revenue from operations due to the production and sale of tap water to the Provincial Waterworks Authority in early 2004. Based on the financial statements for the year 2004, Thai Tap Water Supply Co., Ltd. has the retained earnings of Baht 117.78 Million. Payment: Payment would be made in full in July 2005. Benefits Expected to Receive: Given the fact that Thai Tap Water Supply Co., Ltd. earned revenue from the production and sale of tap water to the Provincial Waterworks Authority in the year 2004, its operations resulted in net profit, which constituted a long-term investment to minimize risks from the uncertainty of revenue from construction business, and to also expand the Company's revenue by way of investment in significant infrastructure concession business. Moreover, said company is in the process of preparing for applying for listing with the Stock Exchange. In this respect, if said company is approved for listing with the Stock Exchange, the value of the Company's investment in such company would increase accordingly, which would benefit its shareholders on a long-term basis. Please be informed accordingly for your consideration. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer