SET Announcements

November 22, 2004. TO: President Stock Exchange of Thailand RE: An investment in a new joint venture company by a subsidiary Today, we were informed that the Board of Directors of BEC-TERO Entertainment Plc. [BEC-TERO] - our subsidiary which BEC holds 60% of the paid up capital and Mr.Brian Lindsa Marcar who is not a connected person holds substantial portion of the rest, has passed a resolution approving BEC-TERO to invest in a new joint venture company with ThemeSTAR Holdings LLC [ThemeSTAR Holding] - a limited liabilities company registered under the laws of the State of Colorado, U.S.A. who is also not a connected person, by acquiring 51 percent of ThemeSTAR Limited. The details of the transaction are as follows:- Name of the JV company: The name of the joint venture company now is ThemeSTAR Limited which will be amended to include the word "BEC-TERO" in the future. ThemeSTAR Limited is incorporated and having registered office in the British Virgins Islands and the operating office will be located in Hong Kong. Register Capital: 4,019,608 shares, par value is at USD 1 each. Company Structure & Investment: BEC-TERO holds share 51% (2,050,000 shares) acquiring in cash and ThemeSTAR Holding holds share 49% (1,969,608 shares). Source of fund: Existing working capital Business: Developing, producing globally shows and exhibits. Board of Directors: Totaling 5 Directors; 3 from BEC-TERO, 2 from ThemeSTAR Holding, in the first year director nominated by BEC-TERO will be a Chairman, and one nominated by ThemeSTAR Holding will be a Vice Chairman. Benefit/Returns: Dividend Account and Audit: All Company's books and records will be maintained according to US and Thai accounting standard. Ernst & Young - Hong Kong will be appointed as an auditor. Characteristics of the transaction: The transaction is not a connected transaction and the size of transaction is about 1.83% of BEC's net tangible assets, according to the consolidated financial statement as at September 30, 2004. Please be informed accordingly. Yours sincerely, (Mr.Chatchai Thiamtong) Vice President - Finance