26 มีนาคม 2546

DISPOSITION OF INVESTMENT IN SIRI PHUKET LIMITED (SUBSIDIARY

The disclosure of Information concerning a connected transaction between Sansiri Public Company Limited and Natural Park Public Company Limited regarding the disposition of investment in Siri Phuket Limited, a subsidiary of the Company A board of directors meeting of Sansiri Public Company Limited ("the Company") # 3/2003 held on 25 March 2003, passed resolutions to dispose the investment in Siri Phuket Limited, in the number of 49,000 shares, at the par value of 10 baht, or equivalent to 49% of the investment in Siri Phuket Limited, to Natural Park Public Company Limited, at the price of 38,318,000.-baht, or approximately 782.-baht per share, concerning a connected transaction. The details are as follows: 1. The date on which the transaction occurred : 28 March 2003 2. The parties involved : Buyer : Natural Park Public Company Limited Seller : Sansiri Public Company Limited 3. The general characteristics of the transaction : The disposition of investment, i.e. the ordinary shares in Siri Phuket Limited, in the number of 49,000 shares, at the par value of 10.- baht, or equivalent to 49% of its registered and paid-up capital, at the price of 38,318,000.-baht. Considered from the type and size of the transaction, it is a transaction prescribed under Clause 9 (1) of the Notification of the Stock Exchange of Thailand, Re : Rules and Procedures and Disclosure of Connected Transactions of Listed Companies, which represents an amount exceeding 0.03% but less than 3% of the book value of net tangible assets of the listed company or any of its subsidiary companies. The information used for this evaluation derived from the last Company's financial statement which is audited by the auditor of the Company, and its size are not fell within any jurisdiction of the Notification of the Stock Exchange of Thailand, Re : Rule, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Asset of Listed Companies. 4. The details of the asset involved : Securities : - The name of issuer : Siri Phuket Limited - The nature of business : Real Estate Development, for sale or rent - Registered capital : 1,000,000 baht by divided into 100,000 shares, at the par value of 10 baht each - Paid-up capital : 1,000,000 baht by divided into 100,000 shares, at the par value of 10 baht each - Number of shares disposed of : 49,000 shares - Selling price per share : approximately 782.-baht per share - Proportion of securities holding before disposition : 100% of registered capital - Proportion of securities holding after disposition : 51% of registered capital - Board of Directors before : (1) Mr. Apichart Chutrakul (2) Mr. Srettha Thavisin (3) Mr. Wanchak Buranasiri - Board of Directors after: (1) Mr. Apichart Chutrakul (2) Mr. Srettha Thavisin (3) Mr. Wanchak Buranasiri -2- 5. The total value of the consideration : 38,318,000.-baht, or equivalent to 1.14% of the book value of net tangible assets of the Company as prescribed in the last Company's financial statement which is audited by the auditor of the Company and the payment of the selling would made on the date which the Company already transfer shares to the Buyer. 6. The value of asset to be disposed of : The asset disposed, i.e. the ordinary shares in the number of 49,000 shares, or equivalent to 49% of the registered capital of Siri Phuket Limited. At present, Siri Phuket Limited has shareholder's equity as prescribed in its internal financial statement, as at 24 March 2003, in the amount of 799,021.81 baht. The value of asset disposed was calculated based on the criteria of the adjustment of such shareholder's equity, by adding the different amount between the market value and the agreed acquisition price of the land pursuant to the agreement to sell and purchase land which Siri Phuket Limited has executed. It is 76,756,250.-baht that is higher than the value of the selling price, agreed by the Buyer and the Seller (the purchased price of the land is 220,000,000.-baht whilst its market price as being appraised by the Thai Appraisal Vigors (Thailand) Co., Ltd., a valuation company who have been given an approval by the Office of the SEC, is 296,756,250.-baht). As a result, after the said adjustment, the total shareholder's equity of Siri Phuket Limited is 77,555,271.81 baht and after adding the pre operating expenses relating the acquisitions of such land being advanced by the Company in the amount of 671,456.50 baht, the total value of the investment is 78,226,728.31 baht, therefore, the value of asset to be disposed of is 49% of the said amount, or equivalent to 38,331,096.87 baht. 7. The details of connected persons and of related persons : - Connected persons : Natural Park Public Company Limited - Related persons : - none - 8. The nature and extent of the interest of the connected persons in the transaction : Natural Park Public Company Limited holding shares in the number of 120 million shares, or equivalent to 13.84% of the totally issued and sold shares of the Company which means the "major shareholder" pursuant to the Notification of the Stock Exchange of Thailand, Re : Rules and Procedures and Disclosure of Connected Transactions of Listed Companies. Signature................................................Authorized director (Mr. Apichart Chutrakul) (Mr. Srettha Thavisin) Directors