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(Translation) No. CK-05-0000-PO-L-0217 August 16, 2005 Re: Sale of Ordinary Shares in SouthEast Asia Energy Co., Ltd. Attn.: The President of the Stock Exchange of Thailand CH. Karnchang Public Company Limited hereby notifies the resolution passed by the Board of Directors Meeting No. 5/2005 on August 16, 2005, granting approval for the Company to sell ordinary shares in SouthEast Asia Energy Co., Ltd. to Bangkok Expressway Public Company Limited, in the amount of 1,250,000 shares or 12.5 percent of the registered capital, at the price equal to the par value of Baht 10 per share, in the total transaction value of Baht 12,500,000, representing 0.26 percent of the net tangible assets as at June 30, 2005. As CH. Karnchang Public Company Limited is a major shareholder of Bangkok Expressway Public Company Limited, this constitutes a connected transaction pursuant to the Stock Exchange of Thailand Notification, Re: Disclosure of Information and Act of Listed Companies Concerning Connected Transactions, as follows: 1. Transaction Date and Related Parties 1.1 Transaction Date By the third quarter of 2005. 1.2 Related Parties Purchaser : Bangkok Expressway Public Company Limited Seller : CH. Karnchang Public Company Limited 2. General Description and Details of Connected Transaction 2.1 SouthEast Asia Energy Co., Ltd. is a company which has been granted concession from the Government of the Lao People's Democratic Republic to design, develop, construct and operate the Hydroelectric Power Plant-Nam Ngum 2, with a concession period of 25 years, from the operation commencement date. The construction will start in the year 2005, and it is expected to be completed in the year 2010 and commence its operation in January 2013. 2.2 SouthEast Asia Energy Co., Ltd. presently maintains the registered capital of Baht 100,000,000, divided into 10,000,000 shares, at the value of Baht 10 per share, with the paid-up capital of Baht 92,575,000. 2.3 The summary of the financial position and the results of operation of SouthEast Asia Energy Co., Ltd. as at June 30, 2005 is as follows: Balance SheetTotal assetsBaht101,753,869.64Total liabilitiesBaht16,244,777.05 Shareholder's equityBaht85,509,092.59 Book value per share Baht10 Income StatementTotal revenueBaht-Total expenses Baht5,802,438.22 Net loss Baht5,802,438.22 3. Total Transaction Value and Payment Method 3.1 Total Transaction Value : CH. Karnchang Public Company Limited shall sell ordinary shares in SouthEast Asia Energy Co., Ltd., in the amount of 1,250,000 shares or 12.5 percent of the registered capital, at the price equal to the par value of Baht 10 per share, in the total transaction value of Baht 12,500,000, representing 0.26 percent of the net tangible assets as at June 30, 2005. 3.2 Payment Method : A single payment in cash. 4. Details of Connected Persons 4.1 Bangkok Expressway Public Company Limited has CH. Karnchang Public Company Limited as a major shareholder. According to the shareholders register book as at March 17, 2005, CH. Karnchang Public Company Limited holds 110,267,750 shares in Bangkok Expressway Public Company Limited, representing 14.32 percent of the registered paid-up capital; 4.2 Mr. Plew Trivisvavet holds the position of President and Chief Executive Officer of CH. Karnchang Public Company Limited, and Chairman of the Executive Board of Bangkok Expressway Public Company Limited; 4.3 Mrs. Payao Marittanaporn, Deputy Managing Director of Bangkok Expressway Public Company Limited, is the spouse of Mr. Prasert Marittanaporn, Executive Vice President of CH. Karnchang Public Company Limited. 5. Nature and Scope of Interest of Connected Persons CH. Karnchang Public Company Limited is a major shareholder of Bangkok Expressway Public Company Limited. According to the shareholders register book as at March 17, 2005, CH. Karnchang Public Company Limited holds 110,267,750 shares in Bangkok Expressway Public Company Limited, representing 14.32 percent of the registered capital. 6. Director who is an interested party and a connected person is Mr. Plew Trivisvavet, who neither participated nor voted in the Meeting. 7. Opinion of the Board Having considered the matter, the Board of Directors is of the opinion that the transaction to sell ordinary shares in SouthEast Asia Energy Co., Ltd. is a justifiable decision to have a joint investor with experience and capability in the concession business, with appropriate risk management. This would bring the optimum benefit to the Company. In addition, the sale price is reasonable at the price equal to the par value. 8. Opinion of the Audit Committee and/or the Company's Directors which is different from the Board of Director's Opinion under Clause 7. - None - Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer ?? ?? ?? ?? 4