SET Announcements

(Translation) Ref. no. SS./ 0480 / 2002 29 August 2002 Subject : Clarification of Information Related to Certain Media Publication of Sansiri Public Company Limited's Recent Movement To : The President The Stock Exchange of Thailand As Sansiri Public Company Limited (the Company) was mentioned in certain media publication for its lack of transparency and good governance concerning its recent recapitalization, management policy and asset acquisition, the Company would like to clarify through the Stock Exchange of Thailand that the published information was inaccurate and make the following explanation in order to eliminate market confusion and provide actual information directly from the Company to the investors. 1. The case concerning internal conflict between its executive The Company's executives do not have any conflict, as mentioned by the press, with each other. Instead, they still maintain good relationship and share common objectives and goals in running the business ultimately for the best benefits to the Company and its Shareholders. 2. The case concerning acquisition of assets for project development The Company has a planning system and sets of criteria in considering the appropriateness of asset acquisition for project development and investment. The Company has set working process and designated a group of executives to determine feasibility and business opportunity of each acquisition and investment plan. In term of asset valuation, the company compares costs of land acquisition with the land appraisal value of the Department of Lands and market price of the asset. In case that any of the company's executives have interests in any investment project, the concerned executive(s) will be excluded from making decision on the transaction. The company also has the Boards of Directors and the Audit Committee, who are responsible for supervising the company to ensure that any investment by the company will create utmost benefits to the company and its shareholders. 3. The case concerning diversification into hotel business Sansiri Public Company Limited has thoroughly considered benefits in diversifying its business into hospitality service business and seen that the investment in a hotel through purchasing 7,000,000 common shares in Richee Holding Alliance Co.,Ltd. As reported recently to the Stock Exchange of Thailand is appropriate as the asset value of the hotel is higher than value of the company's investment and the prospect of generating return in the long run is considered promising, considering the revenue generating capacity, the guarantee minimum of operating profit by an internationally recognized management chain. Besides, the company hired an independent financial advisory company to appraise shares value and found pricing was appropriate, which derives sound reason for the company to invest in the business. Also, the company would like to clarify the company's executives has neither relationship with executives nor shareholders of Richee Holding Alliance Co.,Ltd. 4. The case concerning new investors from recent recapitalization With regards to the Company's recent capital increase as reported to the Stock Exchange of Thailand, the Company has sought approval on the transaction from the company's shareholders in a shareholders' meeting number 1/2002. The Company has also complied to the Stock Exchange of Thailand's regulations through reporting all required information via the authority. The Company would like to further clarify that: 4.1 The Company's executives have no interest in Step Balance Co.,Ltd. and with the group of new investors. Step Balance is one of the new investors that purchased 280 million of the company's recently issued shares. 4.2 Step Balance Co.,Ltd. and other new investors neither own nor have interest in assets the company recently acquired. 4.3 Regarding the silent period of the newly issued shares, the company has clearly stated that it was the agreement between the Company and certain investor. This fact was disclosed to all shareholders in the enclosure of the invitation to attend the extraordinary meeting of shareholders number 1/2002 (enclosure 5: Opinion of Financial Advisor) regarding the whitewash application of Step Balance Co., Ltd. In the said document it was stated clearly that the Share Lock-Up Agreement would be entered into by the applicant (Step Balance Co., Ltd). The draft of major terms and conditions of the only agreements was also summarized in the Appendix of the said document. This document was also submitted to the Securities and Exchange Commission and the Stock Exchange of Thailand as regulated by the authorities over transparency of information. Moreover, the Company plans to officially announce its policy and development strategy to business partners, security analysts, institutional investors, media and the general public on 17 September 2002 at the Oriental Hotel, Bangkok. Detailed schedule of the upcoming event will be further clarified. Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Director