News Detail

Date/Time
19 Oct 2015 17:27:00
Headline
The resolution of meeting concerning on asset management contract and profit-sharing (Additional)
Symbol
AQ
Source
AQ
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                -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
______________________________________________________________________
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