28 สิงหาคม 2545

CHANGING IN THE SHAREHOLDING STRUCTURE IN A SUBSIDIARY

(Translation) Ref. no. SS./ 0468 / 2002 28 August 2002 Subject : Changing in the shareholding structure by reduce the proportion of shareholding 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 Clause 3 (7) of 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 would like to report the information as follows: 1. The Disclosure of Information Concerning the changing in the shareholding structure by reduce the proportion of shareholding in Sansiri Venture Co., Ltd., a subsidiary. Transaction Date : 27 August 2002 The parties involved : Univentures Public Company Limited Relationship with the Company : Univentures Asset Management Co.,Ltd., a subsidiary of Univentures Public Company Limited holding shares 4.03% in the Company, The directors between Univentures Public Company Limited and the Company are Mr. Apichart Chutrakul, Mr. Srettha Thavisin and Mr. Wanchak Buranasiri but those directors are not the persons having power or influence in the management in Univentures Public Company Limited. Type of Transaction : The Company agreed to Univentures Public Company Limited investing in newly issued ordinary shares of Sansiri Venture Co., Ltd. (which is its subsidiary) 147,000 shares at the price of Baht 10 per share, totaling investment of Baht 1,470,000. The Company, the existing shareholder of Sansiri Venture Co., Ltd. agreed to waive the right to subscribe the whole newly issued shares, which results in changes in the shareholding structure of its subsidiary. The existing capital -Registered capital : 1,530,000 Baht by divided into 153,000 shares at the par value of 10 Baht -Paid up capital : 1,530,000 Baht by divided into 153,000 shares at the par value of 10 Baht After capital increase -Registered capital : 3 million Baht by divided into 300,000 shares at the par value of 10 Baht -Paid up capital : 3 million Baht by divided into 300,000 shares at the par value of 10 Baht The shareholding structure - Proportion of shareholding before the transaction : Sansiri Public Company Limited 100% - Proportion of shareholding after the transaction : (1) Sansiri Public Company Limited 51% (2) Univentures Public Company Limited 49% Nature of Business : Construction and sales of 2 condominium buildings in the Project "Baan Sirisathorn" located on Yen Arkard Road, Sathorn, Bangkok. Sansiri Venture Co.,Ltd.'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. Srettha Thavisin (3) Mr. Wanchak Buranasiri (4) Mrs. Ornruedi Jearaditharporn (5) Mr. Khumpol Poonsonee (Remark The directors as specified in (1) to (3) above-mentioned are nominated by Sansiri Public Company Limited and the directors as specified in (4) and (5) are nominated by Univentures Public Company Limited) 2. The Disclosure of the Connected Transactions of a Listed Company Transaction Date : 27 August 2002 The parties involved : Sansiri Venture Co., Ltd. Loan Amount : Baht 89,250,000 which equal to 51% of the totaling Shareholders subordinated Loan of Baht 175,000,000 Interest Rate : 15% per annum Loan Period : 25 months Loan Payment : Installation payment from the operation cash flow Loan Objective : Construction and sales of 2 condominium buildings in the Project "Baan Sirisathorn" located on Yen Arkard Road, Sathorn, Bangkok. The Nature and Extent of the interest : As a shareholder, directors of the Company was represented as directors in its subsidiary. Type of Transaction : According to the SET's Rules and Procedures and Disclosure of Connected Transaction of a Listed Companies. As a shareholder, the Company provides financial support to Sansiri Venture Co., Ltd. in proportion of 51% to the interest which the Company has in it and no connected person is a shareholder. Source of Funds : Working capital and increased registered capital Expected Return : Interest income Please be informed accordingly. Yours sincerely, (Mr. Wanchak Buranasiri) Director