19 Oct 2015 17:27:00
The resolution of meeting concerning on asset management contract and profit-sharing (Additional)
-Translation- SET.023/2015 October 16, 2015. Subject: The resolution of the Board of Director meeting concerning on asset management contract and profit-sharing (Additional) 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 that have the shareholding to 68%. 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's obligation to be responsible, it will take more risk to compensate this difference in full amount that company must be paid to Bank. Matters of fact, the resource are able to settle the debts that do not any damage to the company is the collateral land of Golden Company and this land has the higher estimated cost than the company's obligation. In case of there is a good management, it has the opportunity to create value added to the land including the company can be sold land and receive enough money to settle its debt and may have the remaining profit for the company and Golden Company. Therefore, the company has more experience in real estate management and these have been in direct damage. For this reason, the company needs to involve in management for selling collateral land in order to reduce any damage that may occur. Therefore, the company needs to involve in management to sell collateral land and there is also the opportunity to profit from the management as well. The company needs to involve in management for selling this collateral land. In case of making profit from sale, it will have to share the profits or benefits to the Golden Company with the agreement that the collateral land is able to repay debts in accordance with the judgment and the Golden Company will not be recourse to the company for the difference debt meanwhile the Golden Company must be responsible in the amount of 8,368.73 million baht as well as the company debts are responsible, totaling 10,004.46 million baht and no damage was caused from the sentence and will not affect the other assets of the company in any way. The conclusion for solving this issue, 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. The contract ended September 16, 2018. 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 the essential expenses for selling 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 expenses of land cost estimation etc. without compensation except in case of the operator (AQ Estate) need a loan to be used for this matter and the Golden Company agree to return debts equal to the financial cost that the operator must be paid. In case of mortgage securities is sold less than total debts, the company will pay the debts to Krung Thai Bank Public Company Limited in part of the Golden Company in amount of 8,368.73 million baht and payment to the company in part of reserving other expenses. This land was estimated price on October 8, 2015 and the price estimation was 13,500 million baht. In case of forced sell, this land has the discount rate 30% and the price of land is 9,450 million baht. When it has already paid the debts to the Golden Company, the remaining will return to the company for reserved expenses. 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 is the collateral land that has the estimated cost not less than receiving loans and the subsidiaries of AQ Estate as lenders. 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 and the company is able to receive the profit-sharing from entering into asset management in this matter. Please be aware and please spread further. Yours Sincerely, (Mr. Sudhisak Vajipiyananthanon) (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.