Symbol: N-PARK
Headline: Acquisition or Disposal of Assets
Time: 14 Dec 2004 09:45:43

     (Translation)
N-Park 1204/2004
                                                                            December 13, 2004
Re:     Acquisition or Disposal of Assets       
To:     The Shareholder

      We, Natural Park Public Company Limited (the "Company") hereby inform you that 
the Board of Directors Meeting No.24/2004 on November 29, 2004 resolved as follows:
      Subject to the Stock Exchange of Thailand's committee Notification, Re: Disclosure 
and Procedure of Listed Companies Regarding Acquisition or Disposal of Assets 2004, 
the Company shall have the duty to provide such information to the shareholders and get 
approval at the shareholders' meeting.  The information according to the schedule 2 is 
as follows:
     1. Information specified in schedule 1
1.1 Date of transaction:         The Company shall proceed the transaction after receiving  
                                       approval from the shareholders' meeting.
1.2 Related parties and relationship with listed companies 
     Purchaser:                     The Company
     Seller:                          A group of Shareholders of the City Realty Company 
                                       Limited led by Mr.Chalee Sophonpanich.

    Relationship 
    between the parties 
    and listed companies:        The Seller is a group of Shareholders of City Realty who 
                                      are not connected persons under the notification of the 
                                       Stock Exchange of Thailand.
1.3 Nature of 
      Transaction :                The Company accepts the transfer of shares of the City 
                                      Realty from a group of Shareholders of City Realty. This 
                                      transaction is considered as a Type 1 Transaction under the 
                                      Stock Exchange of Thailand's committee Notification, Re:  
                                      Disclosure and Procedure of Listed Companies Regarding 
                                      Acquisition or Disposal of Assets 2004. The type of 
                                      transaction calculated from the financial statement of the 
                                     Company as of September 30, 2004 and the financial report 
                                      for management of City Realty as of September 30, 2004 as
                                      follows:
                                               1. The value of assets acquired  volume of 
                                                   transaction equals 80.48%
                                               2. The net profit after tax from the normal course of 
                                                   business  volume of transaction is not applicable 
                                                   due to net loss.
                                               3. The total value of consideration paid  volume of 
                                                   transaction equals 53.33%
                                               4. The value of securities which are issued by the 
                                                   listed company as consideration for the assets 
                                                   acquired  volume of transaction equals 118.90%
                                       Although, the calculation of transaction volume for the 
                                       highest value is 118.90%, the transaction does not 
                                       considered as Class 4 transaction or backdoor listing with 
                                       the Stock Exchange of Thailand due to the Company has 
                                       acquired 135.939 million shares of City Realty or 33.90% 
                                       of the paid-up capital of City Realty not all or substantially 
                                       all of assets of City Realty.
1.4 Details of acquired 
     assets :                          Details of acquired assets are as follows
   Name of                                  Owner                   Detailed of Assets
    Assets                  
Shares of City              A group of                     The paid-up ordinary shares of City Realty totaling              
Realty Company           Shareholders of                135.939 million shares at the par value of Baht 10 per
Limited                      City Realty led                 share.    
                               by Mr.Chalee                   
                               Sophonpanich.                       
1.5 Total value of consideration and payment conditions:

Total value of consideration : Approximately Baht 7,676 million calculated from the weighted average market price of
                                     the shares of the Company in the Stock Exchange of Thailand during the period 
                                     of 15 trading days prior to the board of director's meeting date equivalent to Baht 1.01 per share.

Payment method : Full payment shall be made on the date of transaction.
1.6 Value of acquired assets :Approximately Baht 3,167.38 million calculated from book value based on the financial
                                     report for management of City Realty Co., Ltd. as of September 30, 2004 since 
                                     the shares of City Realty are not trading in the Stock Exchange of Thailand. However, 
                                     the Company will appoint the financial advisor to give the opinion on the fair value of such
                                     shares to the shareholders' meeting
1.7 Method used to determine the value of consideration : Based on negotiation.

1.8 Benefit which the Company will receive from the transaction :  To improve the capability in business operation of the Company.
1.9 The sources of funds that using for the acquisition of the assets :Since the Company will issue the new ordinary shares 
                                                                                     and allocate them to a group of shareholders of City Realty as consideration 
                                                                                     for the acquisition of the City Realty's shares. Therefore the acquisition of 
                                                                                     the assets is not in cash. It is not necessary to indicate the sources of funds 
                                                                                     for this transaction.  
1.10The details of the shares for the shares payment :The group of shareholders of City Realty led by Mr.Chalee Sophonpanich 
                                                                    shall receive new ordinary shares of the Company. The Company
                                                                    shall issue 7,600 million new ordinary shares and the new shareholders 
                                                                   are entitled to receive the shareholders' right pari passu to the existing shareholders.
1.11 Transaction conditions :Since this transaction is considered a Type 1 Transaction under the Stock Exchange of 
                                     Thailand's committee Notification, Re: Disclosure and Procedure of Listed 
                                     Companies Regarding Acquisition or Disposal of Asset  2004 which the  
                                     Company has to arrange for shareholders' meeting as soon as possible.
1.12 The sending of Notice of Shareholders  : Send the Notice of Shareholders to the Stock Exchange of Thailand at least 
                                                          5 days before sending it to the Shareholders and send it to the shareholders
                                                          not less than 14 days prior to Shareholder's Meeting.

Note: The information in this release has been adjusted by updating the financial statements of City Realty from 
August 30, 2004 to September 30, 2004.  However, the figure regarding volume of transaction is not materially affected.

1.13 Opinion of the Board of Directors
      The Board of Directors of the Company opinioned that City Realty is a Company that has high quality and valuable 
projects such as the Emporium Tower, Shrewsbury International School located on the riverside of the Chaopraya River to
accommodate 1,500 students, the Riverside Garden Marina an upscale condominium and service apartments on 9.13 rai 
riverside land adjacent to the Shrewsbury International school, upscale Bangkok Garden condominium and service apartments 
located on Narathivat-Ratchanakarin Road, I-House residential housing develop under City Villa Co., Ltd., a subsidiary 
of City Realty, the I-House project is a 8 storey building on 7.49 rai and located behind the RCA building on Rama 9 Road.
      Therefore, the investment by New Group of Shareholder, which will be proposed to the shareholders to consider and 
approve, should improve the Company's image, assets quality and future business since City Realty is a large reputable
real estate developer with many projects under development that is in-line with the Company policy as a full-range real 
estate developer.  Moreover, the Group of New Shareholder will purchase convertible debenture at an amount of not less 
than Baht 1,500 million, which will definitely increase financial liquidity of the Company.

      The Board of Director of the Company has held a meeting on December 13, 2004 to consider the opinion of 
the financial advisor (Siam City Securities Co., Ltd.) to give opinion on the price and appropriateness of the transaction. 
The Board of Director opinioned the same as of the financial advisor that the new investor will create business and financial 
synergy, which will reflect on improvement of reputation and financial status for the Company.  Also, the share swap 
of 1 share of City Realty to 55.91 share of the Company is considered appropriate.

2. Responsibilities of the directors in regard to information document
 We, Mr. Thowthawal Subhavanich and Mr. Paisarn Tangyuenyong. As the authorized directors of the Company, 
have reviewed the information document carefully.  We thus hereby certify that the statement in the information 
document is correct and complete, and is not a false statement; nor does it lead other people to misunderstand or
 lack any material data of which they should be informed.
3. Qualifications of the financial advisor giving opinions concerning the fair price and appropriateness of the transaction
    3.1 Shareholding and relationship with the financial advisor and listed company
            None
    3.2 Consent of the financial advisor to propagate its opinions
           Siam City Securities Co., Ltd., as the financial advisor, gives consent for the propagation of its opinions.
     3.3 Date on which the opinions have been given
           December 13, 2004
4. Liabilities
    4.1 Total financial instruments
  A subsidiary (Natural Real Estate Company Limited) issue of Baht 440 million of 5-year, partially secured, registered, 
amortising bonds (maturing on 10 April 2008) for sale to no more than 10 specific investors.  The bonds bear interest 
at a rate of 5.50% per annum, payable quarterly.
  As at September 30, 2004, the subsidiary has the balance of bonds of Baht 416.90 million.
    4.2 Term-loans
  As of September 30, 2004, term loans were Baht 4,236 million, such loans being secured by the collateral as in item 4.3
   4.3 Other types of debts, including bank overdraft
   As of September 30, 2004, other debts and bank overdraft and short-term loan amounted Baht 6,818 million
 Assets that are secured included land, hotel properties, buildings for rent related leasehold rights and land awaiting development
 and have pledged ordinary shares of subsidiary and associated companies to secure loans as follows:

                                                                                      No. of ordinary shares                Par value per share

                                                                                            (Million shares)                      (Baht)
Subsidiary companies

 Natural Hotel Sukhumvit Company Limited

 (Formerly known as "Richee Center and                                              2.70                                100
        Supply Company Limited")      
 Pacific Assets Public Company Limited                                            211.74                                 10
     Nai Harn Beach Company Limited                                                25                                      10
     Baan Taling Ngam Company Limited                                              8                                      10
     Pacific Meridien Resorts Company Limited                                      72                                      10
     Pacific Estate Development Limited                                                60                                     10
Associated company
     Sansiri Public Company Limited                                                  362.72                                  5
     Bangkok Metro Public Company Limited                                     1,741.71                                  1
     Syntech Construction Public Company Limited                                 429.14                                  1
     BoA Apartment Property Company Limited                                      23                                     10
     Pacific Avant Holding Limited                                                        0.62                               100


4.4 Contingent liabilities
4.4.1 During the year 2001, a subsidiary Pacific Assets Public Company Limited, as a guarantor, was sued by an asset 
management company calling for it to make the payment of principal of Baht 50 million of a loan of a former subsidiary 
company. The court of first instance ordered the subsidiary and another guarantor jointly responsible with that former subsidiary, 
and to repay principal of approximately Baht 25 million each plus interest at a rate of 10% per annum on the principal from 
the year 1998 until the payment is made. The subsidiary has already accrued liabilities as a result of the guarantee amounting to Baht 25 million.
4.4.2 An overseas financial consultancy company requested the Intellectual Property and International Trade Court to issue an order based
on the judgement of an arbitrator in the United Kingdom. The court ordered the subsidiary (Pacific Assets Public Company Limited)
to make payment of advisory fees and related expenses amounting to USD 0.2 million (or approximately Baht 8 million) to the consultant, 
plus interest at the rate of 8.15% per annum from 11 October 1999 to 7 March 2001, interest at the rate of 9% per annum
from 8 March 2001 until the payment is made, and legal expenses amounting to GBP 0.24 million (or approximately
Baht 17 million) plus interest at the rate of 9% per annum from 8 March 2001 until the payment is made. The Company 
has already accrued liabilities of Baht 20 million. The subsidiary and the consultant have both appealed to the supreme court, 
which is currently hearing the case.
4.4.3 During the year 2002, a subsidiary, Pacific Assets Public Company Limited, as guarantor of a Baht 23 million loan to 
one company, was sued together with the other guarantors by a commercial bank. In September 2003 the subsidiary, that borrower 
and other guarantors entered into a composition with the bank whereby they will accept joint liability for the above amount and repay 
the debt and interest in installments, within August 2006. Currently the debtor company is proceeding in accordance with the 
composition agreement.

5. Nature of business operations and financial information
5.1 Nature of business operations and business trend
Natural Park Public Company Limited is engaged in the business of real estate development for rent, service and sales. 
Established on 23 June 1988, initially, the Company focused exclusively on development of property for rent. 
The scope of work later expanded to include a luxurious apartment project in Soi Sukhumvit 49, catering to foreign business
 executives. Since its inception, the Company involved in a variety of projects, for instance, apartment for rent, a dental hospital, 
luxurious hotel, golf courses, condominiums, and housing estates. 

In 2000, the Company filed a petition for business rehabilitation with the Central Bankruptcy Court and the Court issued 
a rehabilitation order.  The Company succeeded in fulfilling the conditions stipulated in the Rehabilitation Plan. The Plan 
Administration, therefore, on 13 February 2003, the Central Bankruptcy Court ordered the termination of the rehabilitation. 

Following the termination of its rehabilitation, the Company laid out a new business policy, with the ultimate goal of becoming
 a full-range real estate developer to respond to all forms of consumer requirements. In addition, the Company also redirected
 its operation goals towards sustainable growth, by balancing out its sources of income generation into two channels as follows.

- Sustainable income, which accounts for 60% of the total revenue, is generated from a continuous stream of income from 
sources such as hotels, serviced apartments, and office building, to ensure that the income risk remains at an acceptable level
when the market condition becomes unfavorable. 
- Sales income, which accounts for 40% of the total revenue, is generated from single detached housing projects, townhouses,
and condominiums. These projects would serve as sources to increase income during the times of economic upturn.

Since January 2003, the Company made investments in Sansiri Public Company Limited, Syntech Construction Public Company
Limited, Pacific Assets Public Company Limited, Finansa Public Company Limited, and Bangkok Metro Public Company Limited, 
holding, 24.61%, 26.82%, 63.40%, 18 % and 24.71% of their registered capital respectively. There are long-term investments
at significant proportions aiming to achieve synergy among its allies and to fully mobilize the competitive potential of each company, 
so that the group will become a network of full-range real estate developers.
5.2 Financial Information and risk factors which may affect the Company's profit for the current year
5.2.1 Financial Information
Financial Statements as of September 30, 2004
Balance Sheets
                                                                                                                                     (Unit: Thousand Baht) 

                                                                       CONSOLIDATED                                 THE COMPANY ONLY 

                                               30 September 2004       31 December 2003     30 September 2004    31 December 2003
                                                 (Unaudited                       (Audited)               (Unaudited                (Audited)
                                                    but reviewed)                 (Restated)                but reviewed)

       ASSETS
Current assets
     Cash and cash equivalents                   248,844         1,906,391            132,829         1,812,926 
     Current investments
        Fixed deposit                                      871                -                      -                    - 
        Promissory note - net                             -            180,000  -            180,000 
        Bill of exchange - net                             -              19,773  -              19,773 
     Trade accounts receivable - net                61,323              80,321                2,833                5,197 
     Amount due from related parties - net             39,008          3,472                4,145                2,763 
     Short-term loans to related parties and interest receivable
        Subsidiary companies                                   -                -              1,909,778            620,280 
        Associated companies                           86,252              76,922              86,252              76,922 
     Inventories                                            24,221              17,676                 -                       - 
     Deposit for share purchase                               -               550,000                -            550,000 
     Advances to subcontractors - net               2,244                2,244                2,244                2,244 
     Other current assets - net                     176,837            134,331              53,159              23,135 
Total current assets                                   639,600         2,971,130         2,191,240         3,293,240 
Non-current assets
     Restricted deposit at financial institution             52,635      68,826              44,055              65,001 
     Investments accounted for under equity method
        Subsidiary companies                                   -                  -         3,701,658         2,549,199 
        Associated companies                         4,471,236         3,540,412         5,088,664         4,353,438 
     Other long-term investments - net           746,139            209,331            745,069            208,123 
     Long-term loans to related party and interest receivable  -       13,177                -                           - 
     Property, plant and equipment - net        4,575,564         3,407,774            199,562            196,920 
     Construction in progress                       1,003,649              76,727                -                        - 
     Leasehold right of land and building - net        1,528,621         1,520,571          -                          - 
     Excess of cost over net book value                1,577,667         1,895,957           -                          - 
     Negative goodwill                                    (136,407)               -                  -                         - 
     Other non-current assets
        Land awaiting development                   1,611,322            607,401              -                           - 
        Withholding income tax                       39,657                3,500                4,236                3,091 
        Deposits and other guarantee             33,897              22,617                2,426                2,862 
Total non-current assets                       15,503,980       11,366,293         9,785,670         7,378,634 
TOTAL ASSETS                              16,143,580       14,337,423       11,976,910       10,671,874 


Balance Sheets (Continued)
                                                                                                                             (Unit: Thousand Baht) 
                                                        CONSOLIDATED                                     THE COMPANY ONLY 
                                30 September 2004          31 December 2003         30 September 2004   31 December 2003
                                      (Unaudited                     (Audited)                      (Unaudited              (Audited)
                                     but reviewed)                   (Restated)                    but reviewed)

        LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Bank overdrafts and short-term loans from financial institutions         2,891,051            915,559         2,117,065              98,625 
     Accounts payable - trade             74,412              77,421                7,984              17,110 
     Accounts payable - construction             72,347              15,306  -   - 
     Amount due to related parties           419,672              10,292                4,762                   850 
     Current portion of payables under finance lease agreements               1,521  -  -  - 
     Current portion of debentures             40,700              26,400  -  - 
     Current portion of long-term loans           500,293            437,711            257,860            257,860 
     Short-term loans from related parties and accrued interest
        Subsidiary company -  -            378,407            327,193 
        Associated company           122,047            300,690  -   - 
     Deposits and advances received from customers             22,253              26,352              15,542              23,031 
     Other current liabilities           236,228            217,339              33,910              19,673 
Total current liabilities        4,380,524         2,027,070         2,815,530            744,342 
Non-current liabilities
     Deposits and advance rentals             85,361              78,794  -  - 
     Payables under finance lease agreements - net of current portion               2,188  -  -  - 
     Debentures - net of current portion           376,200            407,000  -  - 
     Long-term loans - net of current portion        3,736,067         3,497,750         2,256,140         2,256,140 
Total non-current liabilities        4,199,816         3,983,544         2,256,140         2,256,140 
Total liabilities        8,580,340         6,010,614         5,071,670         3,000,482 

Balance Sheets (Continued)
                                                                                                                   (Unit: Thousand Baht) 

                                                        CONSOLIDATED                                THE COMPANY ONLY 
                                        30 September 2004   31 December 2003     30 September 2004   31 December 2003
                                           (Unaudited                  (Audited)               (Unaudited             (Audited)
                                            but reviewed)             (Restated)                but reviewed)

Shareholders' equity
   Share capital
  Authorised share capital
 9,546,201,812 ordinary shares of Baht 10 each
(2003: 8,057,160,000 ordinary shares of Baht 100 each)      95,462,018     805,716,000       95,462,018     805,716,000 
        Issued and paid up
           8,057,160,000 ordinary shares of Baht 10 each
(2003: 8,057,160,000 ordinary shares of Baht 100 each)      80,571,600     805,716,000       80,571,600     805,716,000 
     Discount on ordinary shares                                       (72,495,728)   (797,640,128)     (72,495,728)   (797,640,128)
     Currency translation differences                                         6,175                 -                6,175                      - 
     Unrealised gain (loss) on available-for-sale securities          (225,225)               8,569           (225,225)               8,569 
     Deficit                                                                    (951,582)          (413,049)          (951,582)          (413,049)
Total equity attributable to Company's shareholders                   6,905,240         7,671,392         6,905,240         7,671,392 
Minority interest - Equity attributable to minority  
   shareholders of subsidiaries                                            658,000            655,417                        -                          - 
Total shareholders' equity                                                7,563,240         8,326,809         6,905,240         7,671,392 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      16,143,580       14,337,423       11,976,910       10,671,874 


Statements Of Earnings
For The Nine Month Periods Ended 30 September 2004 And 2003
                                                                                                                                                  (Unit: Thousand Baht) 

                                                                                      CONSOLIDATED                             THE COMPANY ONLY 
                                                                          2004                           2003                      2004                       2003
Revenues
     Rental and related services income                          387,254                      117,186                    59,304              74,949 
     Revenue from hotel business                                 410,297                           -                              -                      - 
     Revenue from club operations                                  37,722                           -                              -                      - 
     Revenue from restaurant business                              37,178                           -                              -                       - 
     Management fee income                                           9,994                           -                               -                       - 
     Gain on disposal of subsidiary company                         -                      250,194                               -            250,194 
     Gain on sale of leasehold right of land and building and
        serviced apartment business                                     -                         63,021                               -              63,021 
     Interest income                                                        14,035                       -                            13,915                  - 
     Other income                                                          26,782                25,330                           19,244                1,985 
     Share of profits from investments under equity method           128,767            116,497                       78,800              94,374 
Total revenue                                                                 1,052,029            572,228                     171,263            484,523 
Expenses 
     Cost and related expenses of rental and services                      383,176              88,588              30,898              32,263 
     Cost of hotel business                                                     305,584                 -                       -                        - 
     Cost of club operations                                                      39,457                -                        -                        - 
     Cost of restaurant business                                                  14,172                -                       -                          - 
     Selling and administrative expenses                                       340,712              80,096            184,044              54,363 
     Director's remuneration                                                         1,800                  -                1,800                        - 
     Bad debts and doubtful accounts           285,889            495,178            285,889            495,178 
     Interest income from related parties          (289,305)          (486,421)          (319,640)          (496,638)
     Share of loss from investments under equity method           207,828              25,746            345,782              42,292 
Total expenses         1,289,313            203,187            528,773            127,458 
Earnings (loss) before interest and income tax expenses          (237,284)           369,041           (357,510)           357,065 
Interest expenses          (250,791)            (23,711)          (181,023)            (11,735)
Corporate income tax             (35,548)          -                        -                           - 
Earnings (loss) from normal operations          (523,623)           345,330           (538,533)           345,330 
Extraordinary item
     Gain on early settlement of liabilities under rehabiliation plan             -              90,193                 -              90,193 
Earnings (loss) after extraordinary item          (523,623)           435,523           (538,533)           435,523 
Earnings attributable to minority interest            (14,910)                   -                    -                        - 
Net earnings (loss) for the period          (538,533)           435,523           (538,533)           435,523 

 (Unit: Baht) 
Basic earnings (loss) per share     
     Earnings (loss) from normal operation                (0.07)                 0.01                 (0.07)                 0.01 
     Extraordinary item                                                -                     -                        -                       - 
     Net earnings (loss)                 (0.07)                 0.01                 (0.07)                 0.01 

Weighted average number of ordinary shares, with a par value
     of Baht 10 each (Million shares)                             8,057               28,180                8,057              28,180 

5.2.2 Risk factor
1. Financial risk
Since the new project developments need fund for investment, in case that the company does not have enough money to 
complete the project on time. The company may consider lending more money from financial institution.

2. Dividend payment risk
As of 30 September 2004, the Company has deficit in the amount of Baht 951.58 million due to the tremendous loss 
since 1997 to the end of 2001 in the amount of Baht 18,180.72 million. However, for the past year 2002, the company 
has decreased its registered share capital in the amount of Baht 3,761.13 million by transferring the excess on ordinary share 
of Baht 1,732.64 million and legal reserve of 36.63 million to eliminate deficit. In addition, the company has gain on early 
settlement of liabilities under rehabiliation plan in the amount of Baht 12,329.24 million and in year 2003, the company has
 profit of  Baht 352.82 million which reduce the deficit to Baht 951.58 million. That is the reason that the company has no 
capability to pay dividend to shareholders under the law and the shareholders have risk for not receiving dividend as stated in the policy.

        3. Interest rate risk
The interest rate risk is the risk that future movements in market interest rates will affect the results of the Company and its subsidiaries' 
operations and their cash flows. The Company and its subsidiaries' exposure to interest rate risk relates primarily to their deposits with 
financial institutions, long-term trade accounts receivable, bank overdrafts and loans.  The Company and its subsidiaries do not use
 derivative financial instruments to hedge such risk.

        4. Credit Risk
The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable from the hotel, space rental, 
and property development businesses.  However, due to the large number and diversity of the entities comprising the Company and its 
subsidiaries' customer base, the Company and its subsidiaries do not anticipate material losses from debt collection. 

5.3 Financial forecasting for the current year (if any)
None

6. Material cases or claims
None

7. Information concerning the executives
As of 30 September 2004, details on the Board of Directors are as follows:
Name                                                                                    Position
1. M.R. Kasemsamosorn Kasemsri                                              Chairman
2. Mr. Sakthip Krairiksh                                                             Director 
3. Mr. Weerawong Chittmittrapap                      Director and Chairman of Audit Committee
4. Mr. Thavisakdi Tanta-Nanta                         Director and Audit Committee
5. Mr. Peerapong Thungkasemwathana                Director and Audit Committee
6. Mr. Sermsin Samalapa                                 President and Chief Executive Officer
7. Mr. Paisarn Tangyuenyong                            Director and Chief Construction Officer
8. Mr. Thowthawal Subhavanich                         Director and Chief Financial Officer
The name and number of directors who can sign to bind N-Park are Mr. Sermsin Samalapa, 
Mr. Paisarn Tangyuenyong and Mr. Thowthawal Subhavanich any two of these three directors can sign jointly
 to bind N-Park and affixing N-Park seal.

8. Connected transactions 
        The Company has the connected transaction as stated in the Review Financial Statement as of September 30, 2004 as follows;

8.1 Amounts due from related companies and amounts due to related companies
                                                                                                                 (Unit: Thousand Baht)

                                                                                        As of  30 September 2004
Amounts due from related companies:

Subsidiary company

        Natural Real Estate Co., Ltd                                                  - 
Associated companies

        Sansiri Public Co., Ltd.                                                      2,054
        Boa Apartment Property Fund                                                - 
        Syntec Construction Plc.                                                        - 
Related companies

        The Natural Place Tower Ltd.                                          68,689
        Sathorn Office Park Co., Ltd.                                           3,686
        Natural Park Hill Golf Club Co., Ltd.                                    132
Total                                                                                   74,561
Less: Allowance for doubtful accounts                                        (70,416)
Net                                                                                    4,145

Amounts due to related companies:

Subsidiary company

        Natural Real Estate Co., Ltd.                                  4,762
Associated companies

        Boa Apartment Property Fund           - 
        Syntec Construction Plc.            - 
Related companies

        Relax Beach Ltd.              - 
        The Natural Place Tower Ltd.              -  
Total         4,762

8.2 Loans to related parties and interest receivable
(Unit: Thousand Baht)
      As of 30 September 2004
Subsidiary companies

        Park Opera Co. Ltd.                     69,870
        Natural Club Ltd.                           2,630
        Natural Venture Co., Ltd.              430,710
        Natural Park Ville Co. Ltd.              69,831
        Delux Origin Co. Ltd.                    - 
        Richee Property Management Co., Ltd.   14,520
        Natural Hotel Siam Co., Ltd.               366,112
        Pacific Assets PCL.                            25,039
        Modern Project Co., Ltd.                   506,884
        Natural Hotel Sukhumvit Co., Ltd.         115,100
        Kyoto Resorts YK Co., Ltd.                264,632
        Park Cuisine Co., Ltd.                         36,900
        Hotel Panwa Co., Ltd.                           7,570
Total                                               1,909,778
Consist of

        Loan                                    1,909,450
        Interest Receivable                          3,328
Total                                            1,909,778
Associated company

        Siri Phuket Co., Ltd.     86,252
Total          86,252
Consist of
        Loan          80,948
        Interest Receivable            5,304
Total           86,252
Related companies

        The Natural Place Tower Limited     1,644,178
        Sathorn Office Park Company Limited     71,861
        Chatnarong Company Limited              1,897,430
        M&C Property Service Company Limited      6,480,501
        Nom Anant Company Limited                    713,063
        Panya Holding Company Limited               1,744,957
Total                                                        12,551,990
Less: Allowance for doubtful accounts               (12,551,990)
Net                                                                 -         .

8.3 loans from related parties and interest payable
      (Unit: Thousand Baht)

As of  30 September 2004
Subsidiary companies

        Natural Real Estate Co., Ltd.         256,901
        Natural Hotel Sukhumvit Co., Ltd.   118,025
        Delux Origin Co. Ltd.                      3,481
Total                                               378,407
Consist of
        Loan                                        369,293
        Interest payable                            9,114
Total                                             378,407



9. Significant agreements during the past two years
        Significant agreements made during the past two years are:
9.1 the agreement to construct and lease a building on land of the Crown Property Bureau and the BoA Apartment Property Fund One
9.2 the lease agreements covering the land where its buildings are situated
9.3 a subsidiary, Natural Park Ville Company Limited has the commitments under a property management agreement with BoA 
Apartment Property Fund One it has guaranteed minimum revenue
9.4 a subsidiary, Natural Real Estate Company Limited has the commitment under leasehold of land and office building agreement
9.5 a subsidiary, Natural Real Estate Company Limited has the commitment under license agreement for the use of name, trade-mark 
and brand name. The Company has to pay a fee at a percentage of revenue when the hotel commences operation.
9.6 a subsidiary, Park Opera Company Limited, entered into a Memorandum of Understanding to lease part of the space in 
the "Siam Paragon Trade Center" and an agreement to reserve these rights.
9.7 a subsidiary, Natural Hotel Siam Company Limited, entered into an agreement to sub-lease land for development and 
construction of a hotel and serviced apartment buildings for lease project
9.8 a subsidiary, Natural Hotel Siam Company Limited, has commitments in respect of loan credit facilities with financial 
institution amounting to approximately Baht 2,020 million and USD 0.4 million.
9.9 a subsidiary, Natural Hotel Sukhumvit Company Limited, has commitments in respect of loan credit facilities with financial
 institution amounting to Baht 1,765 million.
9.10 a subsidiary, Park Cuisine Company Limited, has entered in to lease agreements which engage in the business activities 
of a restaurant and related activities
9.11 a subsidiary, Park Cuisine Company Limited, has entered in to trademark licensing and technical assistance agreement.
9.12 a subsidiary, Park Gourmet Company Limited, has commitments in respect of agreements to transfer the assets of two restaurants.
9.13 a subsidiary, Park Gourmet Company Limited, has entered into restaurant management agreement.

10. Opinion of the financial advisor concerning the fair price and sensibility of transactions
        The Company will send the opinion of the financial advisor together with the invitation letter to the shareholders for further consideration.


Please be informed accordingly.

Sincerely yours, 
        -SIGN-  
(Mr.Thowthawal Subhavanich)
Chief Financial Officer