No. DCC 102 /2548

September 23, 2005

Subject: Notification Resolution of the Board of Directors Meeting .
No. 4 / 2548 and Report on the result of the acquisition of
assets of Dynasty Ceramic Public Company Limited

To: President
The Stock Exchange of Thailand

Secretary General
The Office of the Securities and Exchange Commission

Dynasty Ceramic Public Company Limited ("the Company") would like to inform the Notification Resolution of the Board of Directors Meeting No.4/2548 held on September 23, 2005 at 3.00 p.m.- 5.00 p.m.on the following:

1. The Board of Directors has unanimously approved the acquisition of the ordinary shares from three tiles distribution agent companies hereafter the acquisition of the ordinary shares shall be known as the Acquisition). Collectively, the three companies have 104 ceramic tiles distribution outlets (Retial Outlets) located in many provinces throughout the Kingdom. Details of the Acquisition are as follows:
   
   

   Company Name	No. of Share (Baht)	% of Holding	Par Value/Share Payment (Baht)
   Pick and Pay Co., Ltd.	11,759,397.99	100	11,759,300
   Muang Thong Ceramic Co., Ltd.	4,499,399.98	100	4,499,300
   Worldwide Ceramic Co., Ltd.	999,399.93	100	999,300

   
   The intended Acquisition of the ordinary shares in total amount of Baht 17,257,900 has been approved by the Companys Audit Committee. The disclosure of information on the Acquisition and Disposition of assets to The Stock Exchange of Thailand and Companys Shareholders are detail as follows:
   

   1. Transaction Date : October 3, 2005
      
   2. Purpose of Transaction
      1. To have distribution outlets of products throughout the Kingdom and to gain the ability to control and determine the management policy of the three main distribution agents as they contribute to 63 percent of the Companys accounts receivable. The Acquisition will help to reduce the risk of dependency on the major customers.
      2. To support the ongoing production capacity expansion and allow the Company to distribute its products through the three distribution agent companies, which have the potential to expand further, with greater efficiency The Company has resolved to acquire Pick and Pay Co., Ltd., Muang Thong Ceramic Co., Ltd., and Worldwide Ceramic Co., Ltd. in order that it could control and manage the distribution agents according to its policy.
         
   3. Involved Parties
      Purchaser : Dynasty Ceramic Public Company Limited
      Seller:
      
      3.1 The 12 existing shareholders of Pick and Pay Co., Ltd
      

      No.	Shareholder Name	No. of Shares
      1	Mr. Rangsit Somboonsarn	81,793
      2	Mrs. Chattarose Uttamayothin	16,900
      3	Mr. Apichart Prajongpongpan	6,000
      4	Tubkwang Concrete Co.,Ltd.	4,200
      5	Mrs. Supaporn Ekprasert	1,800
      6	Mr. Somkiet Vanichapan	1,200
      7	Mr. Noppadol Luengdilok	1,200
      8	Mrs. Rattana Wangtepanukroa	600
      9	Mrs. Varunee Traithabil	2,400
      10	Mr. Sakchai Lueareesuwan	600
      11	Mr. Tosaporn Bunyongvet	600
      12	Mr. Suttipan Ratanarangsun	300
      	TOTAL	117,593

      
      3.2 The 7 existing shareholders of Muang Thong Ceramic Co., Ltd.
      

      No.	Shareholder Name	No. of Shares
      1	Miss Sonthaya Yowwalee	1,000
      2	Mr. Rangsit Somboonsarn	35,993
      3	Mrs. Chattarose Uttamayothin	4,000
      4	Pick and Pay Co.,Ltd.	1,000
      5	Miss Anchalee Klakasikij	1,000
      6	Mrs. Pobkhun Kaosaiyanant	1,000
      7	Mrs. Naphat Piyathanatorn	1,000
      	TOTAL	44,993

      
      3.3 The 7 existing shareholders of Worldwide Ceramic Co., Ltd.
      

      No.	Shareholder Name	No. of Shares
      1	Muangthong Ceramic Co.,Ltd.	1,900
      2	Pick and Pay Co.,Ltd.	1,900
      3	Mr. RangsitSomboonsarn	2,753
      4	Miss Sonthaya Yowwalee	860
      5	Mrs. Pobkhun Kaosaiyanant	860
      6	Mrs. Naphat Piyathanatorn	860
      7	Miss Anchalee Klakasikij	860
      	TOTAL	19,993

      
      
   4. Description of Purchaser and Sellers Relationship
      Sellers do not have any direct or indirect relationship with the Company according to Notification of the Board of Governors of The Stock Exchange of Thailand Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transaction.
      
   5. Details of the Assets
      The Company will buy the ordinary shares of the three major distribution agent companies as follows:
      5.1 Pick and Pay Co., Ltd
      - Type of business : Retailer of floor, wall and decorative tiles to end consumers.(As a distribution agent of the Company)
      - Registration and paid-up capital : Paid-up capital of Baht 12,000,000 consist of 120,000 ordinary shares at par value of Baht 100 per share.
      - Share offered to purchase : Ordinary shares117,593 shares of Baht 100 each or 97.99% of registration and paid-up capital.
      5.2 Muang Thong Ceramic Co., Ltd.
      - Type of business : Retailer of floor, wall and decorative ceramic tiles to end consumers. (As a distribution agent of the Company)
      - Registration and paid-up capital : Paid-up capital of Baht 4,5000,000 consist of 45,000 ordinary shares at par value of Baht 100 per share.
      - Share offered to purchase : Ordinary shares 44,993 shares of Baht 100 each or 99.98% of registration and paid-up capital.
      5.3 Worldwide Ceramic Co., Ltd.
      - Type of business : Retailer of floor, wall and decorative ceramic tiles to end consumers. (As a distribution agent of the Company)
      - Registration capital : Registered Capital of Baht 1,000,000 consist of 10,000 ordinary shares at par value Baht 100 per share
      - Paid-up capital : Paid Baht 250,000 at Baht 25 per share for 10,000 ordinary shares.
      - Share offered to purchase : Ordinary shares 9,993 shares of Baht 100 per share or 99.93% of registered capital.
      The Company will the pay shareholders of Worldwide Ceramic Co., Ltd Baht 25 per share and the remaining Baht 75 to Worldwide Ceramic Co., Ltd.
      
   6. Total Value of Consideration :
      1) Pick and Pay Co.,Ltd. with payment amount of 11,759,300 Baht.
      2) Muang Thong Ceramic Co.,Ltd. with payment amount of 4,499,300 Baht.
      3) Worldwide Ceramic Co.,Ltd. with payment amount of 999,300 Baht.
      The Company will pay to the three companies listed above in a grand total 17,257,900 Baht.
      
   7. Computation of Transaction Class :
      The transaction class is calculated under 4 criteria of which the highest outcome being class 2 = 5.1 %
      7.1. Transaction Class 1
      The acquired assets value compare with the companys asset value. = Net Tangible Assets Value of 3 companies
      Net Tangible Assets Value of Dynasty Ceramic Plc. = Baht 82,829,503 = 4.2%
      Baht 1,968,740,000
      7.2. Transaction Class 2 Net Profit = Normal operating profit after tax of 3 companies
      Normal operating profit after tax of Dynasty Ceramic Plc. = Baht 24,162,246 = 5.1 %
      Baht 473,434,000
      7.3. Transaction Class 3 Total Value of Consideration = Payment Amount
      Total assets of Dynasty Ceramic Plc. = Baht 17,257,900 = 0.5%
      Baht 3,280,907,000
      7.4. Transaction Class 4 New Ordinary Shares Issued
      = Not Applicable, No new ordinary shares issued.
   8. Payment : Fully paid by cheque on the Sale and Purchase in ordinary share in 3 Company. (October3, 2005)
      
   9. Source of Fund : Working Capital of the Company
      
   10. Rationality of transaction :
       The Company has approved to acquire the ordinary shares of these three companies at the par value of Baht 100 per share. The valuation of these three companies is based on Book Value Method and Discounted Cashflow Method. The discount rate is calculated from Weighted Average Cost of Capital (WACC) of each company. The valuation of each method is as follows:
       
       Book Value Method
       

       Company Name	Price per Share (Baht)
       Pick and Pay Co., LTd.	310
       Muang Thong Ceramic Co., Ltd	302
       Worldwide Ceramic Co., Ltd.	49

       
       Discounted Cashflow Method
       

       Company Name	Price per Share (Baht)
       Pick and Pay Co., LTd.	144
       Muang Thong Ceramic Co., Ltd	604
       Worldwide Ceramic Co., Ltd.	490

       
       From the valuation above, the book value method valuation is higher than the purchase price except for Worldwide Ceramic Co., Ltd.. This is because Worldwide Ceramic Co., Ltd has just started the business one year ago and has some loss. However, Discounted Cashflow method can reflect the future value better than book value method. Discounted Cashflow method valuation for each company is higher than the purchase price. Thus the purchase price of the ordinary shares is reasonable because the purchase price is lower than the fair price of these three companies.

After the Company has acquired the ordinary shares in these three major distribution agent companies, the Company can distribute its products directly through the retail outlets (Tile markets) (see the attachment for Retail Outlets of these three distribution agents). In addition, the Company can control and determine the policy of these three main distribution companies and reduce the risk of dependency on the major customers which is a valuable benefit for the Company and its shareholders.

Please be informed the information to the shareholders accordingly.

Sincerely yours,
Mr. Roongroj Saengsastra
President