Padaeng Industry Plc. (PDI) reported its memorandums of connected transactions and an acquisition or disposition of assets. PDI said its board of executive directors resolved the following at meeting no. 8/1996 on September 24, 1996: 1. To approve a purchase of 2 pieces of land near the zinc refinery plant in Tak. The first piece of land, worth Bt9.33 million, has an area of 185 rai and 74 square wah while the second, worth Bt0.91 million, has an area of 6 rai and 385.6 square wah. The two pieces of land will be used for two new plants. The details can be found in enclosure no. 1. 2. To approve a sub-contract and transfer of the concession contract for the limestone industry in Tak to Tak Sakolkij (1996) Co., Ltd. The remuneration for thesub-lease is valued Bt6 million. The details can be found in enclosure no. 2. 3. To ratify a contract of short-term loans worth not more than Bt100 million that Padaeng Pungsan Metals Plc., a subsidiary of PDI, made with Asia Thanakit Finance Plc. on September 11, 1996. The transaction is covered as a connected transaction by the Stock Exchange of Thailand (SET) 's announcement, so PDI released the information in the enclosure no. 3. Enclosure no. 1 Padaeng Industry Plc. (PDI) Memorandum of Provision and Purchase of Land 1. Date of Transaction: The board of executive directors, at the meeting no. 8/1996 on September 24, 1996, resolved that PDI buy land for its zinc refinery plant in Tak. 2. Related Contract Partners: Buyer: PDI Seller: - Mr. Jamnien Sinsorn, Mr. Sompetch Suriyawongse, Mr. Panya Promharn, Mr. Sngar Gankoom, Ms. Plueng Nuengklin, Mr. Thawat Sonkong, Mr. Prasert Prasertsit, Mr. Pol Sukkrua, Mr. Chamnarn Onnsri, Mr. Kratuen Promharn, and Mr. Manop Chamchuen. - Mr. Pairat Baikrai and Ms. Pranom Polharn. Buyer and Seller's Relationship: None. The transactions are not connected transactions. 3. Nature of Transaction: The value of the land is Bt9.24 million. As compared to the value of PDI's assets of Bt6,677.82 million according to the financial statements for the 2nd quarter of 1996, the transactions only account for 0.15%, so they are not considered connected transactions according to the SET's announcement concerning criteria, methods, and disclosures of acquisition or disposition of listed companies' assets. The memorandum is only for a disclosure of PDI's activities. 4. Details of Purchased Land: (1) A piece of land with a total area of 185 rai and 74 square wah near the zinc refinery plant in Tak is worth Bt8.33 million. The owners are: Owners Approximate Area (rai-ngan-sq.wah) Mr. Jamnien Sinsorn 18-2-82 Mr. Sompetch Suriyawongse 10-2-97 Mr. Panya Promharn and Mr. Sngar Gankoom 11-1-23 Ms. Plueng Nuengklin 35-1-42 Mr. Thawat Sonkong 4-3-39 Mr. Prasert Prasertsit 5 - - Mr. Pol Sukkrua 12-1-66 Mr. Chamnarn Onnsri 33-3-84 Mr. Kratuen Promharn (with 9 relatives) 32-3-41 Mr. Manop Chamchuen 20 - - (2) A piece of land with a total area of 6 rai 385.6 square wah on the bank of Ping River is worth Bt0.91 million. The owners are: Owners Approximate Area (rai-ngan-sq.wah) Mr. Pairain Baikrai - 2-20 Ms. Pranom Polharn 5 - 72.6 Ms. Pranom Polharn 1 - 93 5. Total Transaction Value and Terms of Payment: The value of the transactions total Bt9.24 million (excluding transfer expenses for which PDI will be responsible). The payments will be made in cash after the completion of the deed transfer. 6. Criteria Used in Setting Value: Appraised based on the market price of nearby land. 7. Source of Fund: PDI's working capital 8. Purchase Objectives: To prepare for future expansion. Enclosure no.2 Padaeng Industry Plc (PDI) Memorandam of disposition of assets 1. Date of transaction : At the executive board of directors no.8/1996, held on September 24, 1996, they resolved to sub-contract the concession contract of limestone ore mine in Tak Province. 2. Related partner : Transferer : PDI Transferee : Takkolkij (1996) Co.,Ltd. Relationship of the transferer and transferee : None. This transaction therefore was not considered as a connected transaction of listed company. 3. General characteristic of transaction : The transaction size was equal to 0.09% calculated from the company's assets worth Bt6,677.82 million in the audited financial statements for the second quarter of 1996 compared to the disposed assets value of Bt6 million. The transaction does not fall under the SET's announcements concerning principles, methods and disclosure of acquisition or disposition of listed company's assets. 4. Details of disposed assets : The concession contract of limestone ore mine for industry no. 20803/13788. The mine was located at T.Pamamoung, Moung District, Tak Province. It has reserved about 200,000 cubic meters. The expiration of the contract will be on May 27, 2010. 5. Total value of transaction and payment conditions : The company will gain Bt6 million ( Exclude registration fee and renting and right transfer expenses) The payment will be made in six periods at 1 million per month. The first payment will be on the registration date. 6. Criteria used to set payment : The payment was assessed from value of the mine minus operting expenses and divided profit between the transferer and transferee. 7. Plan to use proceeds : To use as working capital 8. Disposition objective: To use assets as a benefit for the company's operation Enclosure no.3 Padaeng Industry Plc (PDI) Listing no. BorMorJor. 293 Memorandam of listed company's connected transaction 1. Date of transaction and related partner : At the executive board of directors' meeting no.8/1996, held on September 24, 1996, it was resolved to ratify the contract guaranteeing a short-term loan that PDI's subsidiary, Padaeng Pungsan Mettal Co.,Ltd.,borrowed from Asia Thanakit Finance Plc since September 11, 1996. The loan will be use for the subsidiary's working capital. 2. General characteristic of loan, conditions and interest rate Loan value : Bt100 million Borrower : Padaeng Pungsan Mettal Co.,Ltd. (PPM) Lender : Asia Thanakit Plc Guarantor : PDI Loan Document : Short-term promissory note Loan period : One year 3. Nature of business & PDI's share holding ratio : PPM produces copper and brass sheeting, coins, casing. PDI holds a 61.98% stake in PPM. 4. Committees, executives, related persons as of September 11, 1996. Name Position Position in PPM 1. Mr Theerachai Riensubdee Managing Director Director and acting managing director 2. Mr Sathien Niltawat Vice managing Director Executive director (Operation Sector) 3. Mr Treepol Riebroycharoen Vice Managing Director Vice Manager (Trade & Mine Administration sector) 5. Characteristics of gains/losses of related persons: none 6. Objective of the guarantee: To financially back PPM because PDI owns the controlling interest. The above transaction falls under rule no.9(2) of SET's bulletin concerning concepts, procedures, and related transactions of the listed companies.