19 Oct 2015 09:06:00
The resolution of meeting concerning on asset management contract and profit-sharing
-Translation- SET..022/2015 October 16,2015. Subject: The resolution of the Board of Director meeting concerning on asset management contract and profit-sharing To: Managing Director The Stock Exchange of Thailand The company has a Board of Directors Meeting No. 11/2015, held on October 16, 2015 at 1st floor conference room of AQ square building at 17.00 pm. which has the list of information for the Board of Directors consideration and this information must be notified to the Stock Exchange of Thailand as follow. 1. Consideration and approval to enter into the asset management contract and profit-sharing between the company and Golden Technology Industrial Co., Ltd. ("Golden Company") and Progress Property Management Co., Ltd. as the major shareholders of Golden. On Wednesday August 26, 2015, the Supreme Court's Criminal Division for Political Position had injunction the company including other defendants jointly to refund debt in the amount of 10,004,467,480 baht to Krung Thai Bank Public Company Limited ("Bank") and the Golden Company must be responsible in the amount of 8,368.73 million baht while the Golden Company and its subsidiaries belonged to the ownership of collateral land which is 216 title deed, area approximately 4,323-1-55.90 rai, located along Bangna - Trad Road (Highway No.34) Bangkok - Chonburi New Highway (Motorway) and Koh Kaew Temple ("Land"). In case of the company don't take any action and leave the bank sold at auction. If it receives fund less than the company obligation to be responsible, it will take more risk to compensate this difference in full amount that company must be paid to Bank. The fact that the source of repayment has not caused any damage to the company is to secure the land of Golden, the collateral land has the higher price than the company's obligation. If there is a good management, it has the opportunity to sell and receive enough money to settle its debt therefore, and there may be leftover profits to the company and Golden, the company has more experience in real estate management and to reduce damage potential and also have the opportunity to profit from the management. For this reason, the company needs to involve in management of selling collateral by the sale of the property for a profit. It will have to share the profits or benefits of the company's Golden agreement with that, If the collateral to repay the judgment, the company Golden states, it will not be recourse to the Company for debt of the difference between the company's Golden responsibility is 8,368.73 million baht with debt, the company responsible is 10,004.46 million baht. The company makes no damage caused by the verdict and will not affect the other assets of the company in any way to minimize the damage that may occur and also have the opportunity to profit from the management. The conclusion for solving this issue, the Company with the Golden Company and Progress Company as the majority shareholders of the Golden Company agree to enter into the asset management contract and profit-sharing. The details are as follows: 1. Date, month, year on which the transactions occurred: October 16, 2015. 2. The parties concerned and their relationship with the company 2.1 Golden Technology Industrial Co., Ltd. ("Golden") 2.2 Progress Property Management ("Progress") as the majority shareholders of the Golden Company Both parties companies did not have any relationship with the company. 3. Details and contract terms 3.1 The company is authorized comprehensive composition including management for selling land only and no cancellation and irrevocable the contract within 3 years from the date of signed contract. 3.2 The company will reserve fund for payment other expenses that need to be able to sell land such as withdrawal seizure land, settlement to Revenue Department instead of company so that the land was not confiscated, partial repayment of its subsidiaries, the expense of estimated land etc. without compensation except in case of the operator need a loan to be used for this matter and company agree to return fund equal to the financial cost that the operator must be paid. 3.3 The profit from sale property after deductible expenses and settlement to Bank which will be divided in proportion to the Golden Company 70% and the company 30%. 3.4 When the company and Golden Company are none responsibility, both parties agree not to claim each other anymore. 3.5 To guarantee the fulfillment of the contract and flexibility in operations, the Progress Company as the shareholder agree to transfer shares and change the Directors of Golden Company to Company but when the contract ended, the company will transfer shares and return the authority of Directors to Progress Company as previously. 3.6 The company will be provided a loan for one director of Golden Company in the amount of 30 million baht and there are the collateral land that has the estimated cost not less than receiving loans. 4. Benefit that company received 4.1 When the company had already managed the collateral land, it's easy to negotiate term of settlement to Bank. 4.2 As a guideline to prevent the damage that may occur on other company assets. In case of the collateral land was sold without good management, it caused to receive money from sale that lower than the obligation. 4.3 It has the opportunity to receive profit-sharing. 5. The opinion of the Board of Director concerned on entering into the transaction The Board of Director deems it appropriate to enter into this transaction for prevention the damage that may occur on the company from judgment. Please be aware and please spread further. Yours Sincerely, (Mr. Suthisak Vageepiyanontaono) (Mr. Pop Petsuwan) Director Director ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.