Symbol: JAS
Headline: Capital Increase, Dividend Payment and ESOP of Subsidiary
Time: 03 Nov 2004 09:01:00

    
ADMS 87/04

2 November 2004

Subj.   :  Capital Increase, Dividend Payment and ESOP of Subsidiary
To      :  The President of the Stock Exchange of Thailand
Encl.   :  1. Summary details of ESOP of Jasmine Telecom Systems Public Company Limited 
           2. Calculation sheet according to the announcement of the Stock Exchange of Thailand
              Re: The criteria, procedure and disclosure concerning acquisition/disposal of listed company's 
              assets
           3. Copy of financial statement of Jasmine Telecom Systems Public Company Limited as at 30 
              June 2004
        
        Chaengwatana Planner Company Limited (the "Plan Administrator") as the Plan Administrator of 
Jasmine International Public Company Limited (the "Company") would like to inform the important 
resolutions of the Board of Director's meeting of the Plan Administrator, No 14/2004 held on 2 November 
2004 and the Extra-ordinary General Meeting of Shareholders No. 3/2004 of Jasmine Telecom Systems 
Public Company Limited ("JTS") (a subsidiary in which the Company holds 100% of the available shares) 
held on 2 November 2004 as follows:-

1. Approved to pay an interim dividend of JTS amounting to 300 million Baht in form of the new issued 
   shares of JTS ("stock dividend") at the number of 300 million shares, par value 1 Baht apiece.  The ratio 
   is 1 existing share per 3 stock dividends (Common share).  The date for closing the company share 
   register for the right to receive stock dividend was set on 4 November 2004 at 12.00 a.m. and the stock 
   dividend will be paid to the shareholders on 5 November 2004.  The stock dividend payments make JTS 
   who has a good operation and has to maintain cash flow as working capital can return benefits in form of  
   the stock dividend instead of dividend payment.  Moreover, JTS does not depend on the limited outside 
   fund source which have high cost, in the meantime, the shareholders still get benefits from the 
   investment.

2. Approved the securities issuance (Common shares and warrants) to directors and employees of JTS 
   ("Employee Securities Option Plan or ESOP") The summary details are shown in the attachment 1. 

3. Approves the securities allocation according to ESOP to the directors of JTS as the following:-
   
      Name of directors               Number of shares according to the           Number of warrants
                                            continued project    
                                     Number of shares    % of total number      Units      % of total
                                                            of allocated                   number of 
                                                            ESOP shares                   ESOP warrants
1. Mr.Songrit  Kusomrosananan   Not more than 250,000 (1)    below 5.0        1,050,000       4.94
2. Mr.Somboon  Patcharasopak    Not more than 250,000 (1)    below 5.0          600,000       2.82
3. Mr.Pleumjai Sinakorn         Not more than 250,000 (1)    below 5.0          600,000       2.82
4. Mr.Subhoj   Sunyabhisithkul  Not more than 250,000 (1)    below 5.0        1,050,000       4.94
5. Mr.Terasak  Jerauswapong     Not more than 250,000 (1)    below 5.0          600,000       2.82
6. Mr.Somsak   Padhana-Anek     Not more than 250,000 (1)    below 5.0          600,000       2.82
7. Mr.Arporn   Kengpol                    None                                  200,000       0.94
8. Mr.Monton   Sudprasert                 None                                  200,000       0.94
9. Mr.Annop    Suthakavatin               None                                  200,000       0.94

Remark  (1) The total ESOP shares according to the continued project allocated to directors will not be 
            exceeding 1,000,000 shares (below 20.0% of total number of the issuance of ESOP shares)

   There will not be any directors or employees who were granted ESOP Shares and/or ESOP Warrants 
   (depend upon case) more than 5% of the total ESOP Shares and/or ESOP Warrants issued in this time.

4. Approved the increase of registered capital of JTS from 100,000,000 Baht to 685,000,000 Baht by issuing 
   585,000,000 new Common shares, par value 1 Baht apiece in order to be consistent with the dividend 
   payment by stock dividend, the issuance and offer securities according to ESOP and the mobilization plan 
   from investors and the public.  Furthermore, it will be in line with JTS plan to be listed in the Stock 
   Exchange of Thailand ("SET").  The purpose of utilizing this investment fund are
   4.1 To expand the 10 years Rural Payphone Project with TOT Corporation Public Company Limited 
       ("TOT") in the Northeast and the South of Thailand for 20,000 units.
   4.2 To be reserved fund for other big projects of JTS
   4.3 To be working capital of JTS

5. Approved the amendment of clause 4 of the Memorandum of Association of JTS to be in compliance with 
   the increase of registered capital of JTS to be as the following:-
   "Registered Capital      685,000,000  Baht    (Six Hundred and Eighty-Five million Baht)
    Divided into            685,000,000  Shares  (Six Hundred and Eighty-Five million Shares)
    Par value                         1  Baht    (One Baht)
                                    Divided into
    Common Share            685,000,000  Shares  (Six Hundred and Eighty-Five million Shares)
    Preferred Share          -None- "

6. Approved the allocation of shares of JTS not exceeding 585,000,000 shares as follows:-
   6.1 Common shares not exceeding 300,000,000 shares for stock dividend to the shareholders who have 
       rights to receive.
   6.2 Common shares not exceeding 26,250,000 shares for ESOP divided into 
       - Not exceeding 5,000,000 shares for the issuance and offer ESOP shares to directors and employees 
         of JTS and
       - Not exceeding 21,250,000 shares to be reserved for the exercise of warrants (ESOP Warrants) 
         granted to directors and employees of JTS.
   6.3 Common shares not exceeding 125,000,000 shares for offering on private placement basis to specific 
       investors. (PP or Private Placement)
   6.4 Common shares not exceeding 133,750,000 shares for offering on an initial public offering basis. 
       (IPO or Initial Public Offering)

   For this capital increase of JTS, the Company will decrease the proportion of shares held in JTS from 
   100% to 58.40% of the registered capital.  When considering the volume of the transaction by Net 
   Tangible Asset basis, the highest volume, it equals to 13.22% so the transaction size does not fall under 
   the criteria, procedure and disclosure concerning acquisition/disposal of listed company's assets and 
   related transaction according to the announcement of SET.  

7. Approved the offering of the new issued shares to specific investors (PP or Private Placement) by offering 
   to Knight Thai Technology fund which operated by Knight Asia Investment Limited.  JTS will offer 
   125,000,000 new common shares or equals to 18.25% of the registered capital after the capital increase of 
   JTS at price of 1.50 Baht apiece, totaling 187,500,000 Baht which is higher than Book value of JTS at 
   price 1.43 Baht per share. The Board of Director or the Committee or other specific persons assigned by 
   the Board of Director are also vested with authority from the shareholders' meeting to consider 
   negotiating, proceeding and singing in related documents, specifying subscription period, method and 
   other details related to the issuance and offer of the mentioned shares.

8. Approved the offer of not exceeding 133,750,000 new common shares or equals to 19.53% of registered 
   capital after the capital increase of JTS on the initial public offering basis.  The Board of Director or the 
   Committee or other specific persons assigned by the Board of Director are vested with authority from the 
   shareholders' meeting to determine number of shares, price, offering period, method, details for offering 
   shares, negotiate, proceed and sign in related documents or agreements including asking for permission 
   from relates departments, moreover, they are also vested with authority to proceed any other necessary 
   actions related to the issuance and offer the mentioned shares.

9. Approved the policy of the annual dividend payment of JTS by not less than 40% of net profit after tax 
   deduction or any other appropriate rate and the dividend payment must not cause any significant effect to 
   normal operation.  However, JTS may pay dividend less than the mentioned specific rate if JTS has to use 
   fund received from profits to expand its business.

10. Approved that JTS will registered its new issued common shares to be listed in SET.  The Board of 
    Director or the Committee or other specific persons assigned by the Board of Director are vested with 
    authority from the shareholders' meeting to ask for permission from related departments including have 
    authority to proceed any other necessary actions related to the mention subject such as the listed 
    agreement with SET.

        Please be informed accordingly.







                            Signature _____________________________ Authorized director                            
                                        (Mr.Somboon Patcharasopak)                                            
                            Chaengwatana Planner Co., Ltd., the Plan Administrator of                            
                                   Jasmine International Public Company Limited                                   


Copy to   :   The Office of the Securities and Exchange Commission

                                                                                          Attachment 1

                  The Summary Details of ESOP of Jasmine Telecom Systems Public Company Limited                  

The purpose of the securities issuance and offer (common shares and warrants) to directors and employees of 
JTS ("Employee Securities Option Plan or ESOP") is to motivate and remunerate the directors and 
employees who have worked with JTS since establishment.  So those human resources will entirely intend to 
work for JTS which will be the highest benefit for JTS.  Furthermore, it will be the inducement for directors 
and employees to feel one part of the owner and work with JTS in long-term.

For this ESOP of JTS, there are 2 parts of securities to be issued and offered to directors and employees of 
JTS which are:-
1. The issuance and offer for ESOP Shares not exceeding 5,000,000 shares and
2. The issuance and offer for ESOP Warrants not exceeding 21,250,000 units. 

The important details of ESOP Shares and ESOP Warrants are as follows :
1. ESOP Shares
   Type of Securities      :  Ordinary shares specifying owner's name
   Number of ESOP Shares   :  Not exceeding 5,000,000 shares, par value 1.00 Baht per share, equals to 
                              5% of total number of fully paid up shares at present which is 
                              100,000,000 shares or equals to 0.95% of total number of fully paid up 
                              shares as at the date to apply for permission of the issuance and offer 
                              ESOP Shares and ESOP Warrants to the Office of the Securities and 
                              Exchange Commission ("SEC") which is 525,000,000 shares
   Offering Price          :  1.00 Baht
   Total Amount            :  Not exceeding 5,000,000 Baht
   Duration of ESOP Shares :  JTS will offer the first grant within one year after receiving the 
                              permission from SEC and the continued grant to offer all the rest of 
                              ESOP Shares will be complete within 5 years from the first date of grant.
   Offering Method         :  In each time, it maybe offered to more than 35 persons of directors and 
                              employees of JTS.
   Allocation Method       :  Allocating to directors and employees of JTS without any intermediaries or 
                              brokers. The number of shares offered to directors and employees in each 
                              grant will depend on operation results and business of JTS that it can meet 
                              its goals or not and the Board of Director of JTS will determine on number 
                              of shares and date of grant according to the mentioned continued project.
   The secondary market    :  JTS will file these ESOP Shares for listing as listed security 
   of ESOP Shares             to be traded at SET.
        
2. ESOP Warrants
   Type of Securities      :  Warrants of JTS specifying owner's name
   Amount                  :  Divided into 3 parts :-
                              Group 1 Not exceeding 5,250,000 units (For employees below Manager)
                              Group 2 Not exceeding 13,250,000 units (For directors and employees 
                                      from Manager up)
                              Group 3 Not exceeding 2,750,000 units (For intermediaries or brokers)
                              The intermediaries or brokers means the person whose position is 
                              Account and Finance Assistance Vice President or other specific persons 
                              who are vested by the Remuneration Committee.
   Offering Price          :  0.00 Baht
   Subscription Period     :  Within 1 year after the permission date of SEC
   Duration of Warrants    :  Not more than 5 years after the subscription date
   Total number of shares  :  Not exceeding 21,250,000 shares, par value 1.00 Baht per share, 
   reserved for exercise      equals to 21.25% of total number of fully paid up shares of JTS at 
   warrants                   present or equals to 4.05% of total number of fully paid up shares as at 
                              the date to apply for permission of the issuance and offer ESOP Shares 
                              and ESOP Warrants to SEC.
   Allocation Method       :  Allocating to directors and employees of JTS and the intermediaries or 
                              brokers.  The Board of Director of JTS will determine on the number of 
                              warrants offered to directors and employees in each grant and the date of 
                              grant.
   Exercise Ratio          :  1 warrant per 1 common share
   Exercise Date           :  The last business day of each quarter through the maturity date except the 
                              last exercise date, it will be 5 working days before the expiry date of 
                              warrants.
   Exercise Period         :  Under the limitations for exercise and conditions to exercise which 
                              specifying the warrant holders to notify the intention to fully or partially 
                              exercise warrants during 9.00-16.00 hrs. within 5 working days before the 
                              exercise date in each time but the last exercise date, the warrant holders 
                              can notify such intention 15 days prior to the last exercise date.
   Limitation for exercise :  Group 1
                              - After 12 months but not exceeding 24 months from the date of grant, 
                                the warrant holders can exercise not exceeding 50% of the allocated 
                                warrants.
                              - After 24 months from the date of grant, the warrant holders can 
                                exercise unlimited through the maturity date of warrants
                              Group 2
                              - After 12 months but not exceeding 24 months from the date of grant, 
                                the warrant holders can exercise not exceeding 40% of the allocated 
                                warrants.
                              - After 24 months but not exceeding 36 months from the date of grant, 
                                the warrant holders can exercise not exceeding 70% of the allocated 
                                warrants.
                              - After 36 months from the date of grant, the warrant holders can 
                                exercise unlimited through the maturity date of warrants.
                              Group 3
                              - The warrant holders in group 3 can exercise all or some parts of 
                                warrants.  The limitation for exercise of group 3 will be the same 
                                rights, conditions, date and time to exercise as group 1 or group 2 as 
                                the case may which depend on his/her position.
   Exercise Price          :  The exercise price will be variable according to annual net profit of JTS 
                              before the exercise period as follows :-
                              - If net profit not exceeding 200 million Baht, the exercise price is 2.00 
                                Baht per share or
                              - If net profit more than 200 million Baht but not exceeding 250 million 
                                Baht, the exercise price is 1.80 Baht per share or
                              - If net profit more than 250 million Baht but not exceeding 300 million 
                                Baht, the exercise price is 1.60 Baht per share or
                              - If net profit more than 300 million Baht but not exceeding 350 million 
                                Baht, the exercise price is 1.40 Baht per share or
                              - If net profit more than 350 million Baht but not exceeding 400 million 
                                Baht, the exercise price is 1.20 Baht per share or
                              - If net profit more than 400 million Baht, the exercise price is 1.00 
                                Baht per share.
   The secondary market    :  JTS will not file these ESOP Warrants for listing as listed security 
   of ESOP Warrants           to be traded at SET.
   The secondary market    :  JTS will file the common shares for listing as listed security to be
   of common shares           traded at SET. These common shares will have all the same rights 
   arising from the           and conditions as the common shares issued prior to this time.
   exercise of warrants

The Board of director of JTS will specify name of directors to participate in the allocation of ESOP Shares 
and ESOP Warrants including the number of ESOP Shares and ESOP Warrants, which are allocated to each 
person.  In the meantime, the Remuneration Committee will specify name of employees to participate in the 
allocation of ESOP Shares and ESOP Warrants including the number of ESOP Shares and ESOP Warrants, 
which are allocated to each person.

JTS will submit documents for filing these securities to SEC.  The Board of Director or the Committee or 
other specific persons assigned by the Board of Director are vested with authority by the shareholders' 
meeting to determine other details related to the issuance of ESOP Shares and ESOP Warrants including 
proceeding to ask for permission from related departments and have authority to carry out any other related 
procedures as necessary to the mentioned matter.  Furthermore, the President is also vested with authority to 
amend or add specifications and conditions of the issuance and offer of ESOP Shares and ESOP Warrants in 
case the SEC or Financial Advisory or other related departments will ask for or advise.

List of directors and employees who were allocated ESOP Shares and ESOP Warrants
1. List of directors
   As specify in the approval on the securities allocation according to ESOP to the directors of JTS.
2. List of directors and employees who were allocated ESOP Shares more than 5%
   - None -
3. List of directors and employees who were allocated ESOP Warrants more than 5%
   - None -
4. List of employees
   The Remuneration Committee will determine specifying name of employees to participate in this plan and 
   number of ESOP Shares and ESOP Warrants allocated to those persons.

Financial assistance to directors and employees
JTS shall try to facilitate in finding financial institutes for directors and/or employees to tend directly.

JTS will proceed on the securities left from this allocation as follows:-
1. For the ESOP Shares left from this allocation, the Remuneration Committee has full authority to re-
   allocate those ESOP Shares to other directors and/or employees as appropriate.  In case any directors or 
   employees who were allocated ESOP Shares more than 5% of total number of ESOP Shares, this matter 
   must be proposed for approval at a shareholders' meeting.
2. For the ESOP Warrants left from this allocation, the Remuneration Committee has full authority to re-
   allocate those ESOP Warrants to other directors and/or employees as appropriate.  In case any directors or 
   employees who were allocated ESOP Warrants more than 5% of total number of ESOP Warrants, this 
   matter must be proposed for approval at a shareholders' meeting.

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