SET Announcements

(Translation) Ref. no. SS./ 0547 / 2002 25 September 2002 Subject : Disposal of investment and Long-term Loan in a subsidiary To : The President The Stock Exchange of Thailand Refer to Section 57 of the Securities and Exchange Act B.E. 2535 and the Regulation of the Stock Exchange of Thailand Re. Rules, Conditions and Procedures Governing the Disclosure of Information or and any Act of a Listed Company. Sansiri Public Company Limited ("SANSIRI") would like to report the information as follows: 1. The Disclosure of Information Concerning the disposition of investment in S.U.N. Management Co., Ltd., a subsidiary of SANSIRI 1. Transaction Date : 24 September 2002 2. The parties involved - The Buyer : (1) Univentures Asset Management Company Limited ("UVAM"), a subsidiary of Univentures Public Company Limited. (2) Prestige Gift and Premium Company Limited ("PRESTIGE") - The Seller : Sansiri Public Company Limited - Relationship with the Company : (1) UVAM, holding shares 4.05% in SANSIRI. The directors between UVAM and SANSIRI are Mr. Apichart Chutrakul, Mr. Srettha Thavisin and Mr. Wanchak Buranasiri but those directors are not the persons having power or influence in UVAM. (2) There are no relationship between SANSIRI and PRESTIGE. 3. Type of Transaction - Type of securities : Ordinary share - The company name : S.U.N. Management Co.,Ltd. ("S.U.N.") - The nature of its business : Real Estate Development and Project Management - Registered capital : 10 Million Baht - Paid-up capital before the transaction: 2.5 Million Baht - Paid-up capital after the transaction : 10 Million Baht (On the transaction date, S.U.N. has already called money for fully paid-up capital in proportion from the shareholders) - Number of shares disposed of : (1) 295,000 shares for UVAM, or equal to 29.5% of paid-up capital (2) 195,000 shares for PRESTIGE, or equal to 19.5% of paid-up capital - Selling price per share : 2.50 Baht - Proportion of shares holding before:100% - Proportion of shares holding after :51% 4. S.U.N..'s Directors - before the transaction : (1) Mr. Apichart Chutrakul (2) Mr. Srettha Thavisin (3) Mr. Wanchak Buranasiri - after the transaction : (1) Mr. Apichart Chutrakul (2) Mr. Wanchak Buranasiri (3) Mr. Piyabutr Lertdumrikarn (4) Mrs. Ornruedi Jearaditharporn (5) Mr. Khumpol Poonsonee (6) Mr. Kriengsak Thiennukul Remark - The directors as specified in (1) to (3) are nominated by SANSIRI and the directors as specified in (4) and (5) are nominated by Univentures Public Company Limited (holding of 100% in UVAM) and the director as specified in (6) are nominated by PRESTIGE. 5. The total value of the transaction: (1) 737,500 Baht for UVAM and the condition of payment (2) 487,500 Baht for PRESTIGE Totaling 1,225,000 Baht and the payment of the purchasing would made on the transaction date 6. The basis used to determine the value of consideration : Par value 7. The reason for the disposition of the shares : For co-investment by leasing the land on Silom Road from CROWN PROPERTY BUREAU and develop project for lease out in the long term of 30 years. 8. The proposed utilization of the proceeds received : For working capital 9. The general characteristics of the transaction : The entry into the transaction by the Company and the transaction size are not fell within any jurisdiction of the notification of the SET Re: Rule, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Asset of Listed Companies 2. The Disclosure of the Connected Transactions of a Listed Company 1. Transaction Date : 24 September 2002 2. The parties involved - Borrower : S.U.N. - Lender : SANSIRI 3. Loan Amount : 51% of the totaling Shareholders subordinated Loan of not exceed 140 Million Baht 4. Interest Rate : 15% per annum 5. Loan Period : 13 months 6. Loan Payment : Installation payment from the operation cash flow 7. Loan Objective : Leasing the land on Silom Road from CROWN PROPERTY BUREAU and develop project for lease out in the long term of 30 years. 8. The Nature and Extent of the interest: As a shareholder, directors of the Company was represented as directors in its subsidiary. 9. Type of Transaction : According to the SET's Rules and Procedures and Disclosure of Connected Transaction of a Listed Companies. As a shareholder, SANSIRI provides financial support to S.U.N. in proportion of 51% to the interest which has in it and no connected person is a shareholder. 10. Source of Funds : Working capital and increased registered capital 11. Expected Return : Interest income Please be informed accordingly. Yours sincerely, (Mr. Srettha Thavisin) President