News Detail

Date/Time
18 Nov 2015 17:10:00
Headline
The resolution of the Board about concerning on asset management contract and profit-sharing (#2)
Symbol
AQ
Source
AQ
Full Detailed News
Download Full Detailed News
                -Translation-
SET.025/2015
            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")
and such land is owned by the following company.
1. Golden Company Limited
2. K & V SRS Garden Company Limited (subsidiary of Golden Company)
Therefore, 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    The Golden Technology Industrial Co., Ltd. ("Golden Company") has 2 
directors as below.
        2.1.1 Mr. Paphop Sarocha
        2.1.2 Mr. Buncha Yindi    
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.
2.3    The ultimate shareholders of Golden Company are as follow.
        2.3.1    K & V RSS Country Club Company Limited held 720,000 shares or 9 % and 
Golden Company held shares in K & V RSS Country Club Company Limited to 30%.
    2.3.2    K & V SRS Garden Home Company Limited held 720,000 shares or 9% and 
Golden Company held shares in Golden Company to 99.97%.
    2.3.3    K & V SRS Golf View Company Limited held 720,000 shares or 9% and Golden 
Company held shares in Golden Company to 99.97%.
    2.3.4    Mr. Thawip Innim held 400,000 shares or 5%.
    2.3.5 Progress Property Management held 5,440,000 shares or 68%
    The total of shares was 8,000,000 shares or 100%.     
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 K & V SRS
Garden Home Company Limited  which is the subsidiary of Golden Company and held
shares 99.97%. and the expenses of land cost estimation etc. Anyhow, the company
appraisal is the company that approved by Securities and Exchange Commission.
The company does not charge for 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 as follows: 1. Krung Thai Bank Public Company Limited in part of the
Golden Company in amount of 8,368.73 million baht and 2. Payment the expenses
that company had already paid. This land price appraisal was 13,500 million baht
as of October 8, 2015 which was appraised by SL Standard Appraisal Company
Limited (Company appraisal that approval by SEC). 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. For that purpose, the company estimated
the primary reserve expenses in the amount of 55 million baht as follows.
    3.2.1 Payment debt to the Revenue Department in the amount of 1.30 million 
baht.
    3.2.2 Payment debt to Bangkok Commercial Asset Management Co.,Ltd. in the 
amount of 51 million baht due to the land of 4.232-1-55.90 rai is the part of
K&V SRS Garden Home Co., Ltd. that was confiscated. Therefore, the AQ Estate
will pay instead of K&V SRS Garden Home Company so that the land can be sold.
    3.2.3 Reserve for expenses that may be occurred in the amount of 2.7 million 
baht.
    However, if the securities are sold less than value or equal to debt amount of 
8,368.70 million baht that Golden Company will pay to the Krung Thai Bank, the
company may be at risk of no receiving the reserve funds amount of 55 million
baht.
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 AQ Estate in the proportion of 68% which is all
parts of the Progress Company and the Director of AQ that take a position is Mr.
Pop Petsuwan. 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 that 
is Mr.Buncha Yindi  in the amount of 30 million baht and there is the collateral
land that has the estimated cost not less than receiving loans. In case of the
land had the cost appraisal less than 30 million baht, the company will loan
equal to cost estimate. For the purpose that the subsidiary of AQ is the lender
and another director is Mr. Paphop Sarocha who has sent a letter of resignation
from the Board of Directors of Golden Company. The company does not pay
compensation in any way. The company will be provided the loan to the Director
which is Mr. Buncha Yindi has been sentenced to prison. Therefore, the company
requests this Director for resignation from the position due to the Director of
AQ Company is able into the Director of Golden Company and will manage the
property for the purpose in property management contract which have 3 plots of
land as collateral and sent them to SL Standard Appraisal Company Limited and
The appraisal company that have been approved by Securities and Exchange
Commission as follow.
    3.6.1 Title Deed No.169326, Parcel No. 84, Tambon No.12542, Bangkaew District, 
Bangplee Sub-District (Phrakanong), Samutprakarn
    3.6.2 Title Deed No.17056 and 17078, Parcel No. 193,203, Tambon No.2528, 3390 
located on Lat Bua Khao District, Sikhiu Sub-District, Nakhonratchasima
    3.6.3 Certificate Utilisation (NS.3K) (particular), Book No.22 B, Land Location
35, Parcel No. 169, located on Lat Bua Khao District, Sikhiu Sub-District,
Nakhonratchasima
       Anyhow, the details of the loan agreement are still in the draft stage, the 
company has 3 land valuations as stated on October 21, 2015. Their estimated
prices are 53.20 million baht.
    The detail of loans is as follows.
    1. The amount of loans is 30 million baht.
     2. Term of contract 3 years (maturity within November 11, 2018.
    3. Term of payment: Payment principal of loan including interest within 3 
years.
    4. The interest rate is 2% per year.
 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.
6. The opinion of Audit Committee concerned on entering into the transaction
        The Audit Committee considers the AQ Estate conducted by shareholding in 
Golden Company for convenience in property management and negotiation with Krung
Thai Bank. Due to AQ Property has a potential for property management to get
the worth price with debts according to judgment and AQ Estate also has the
opportunity to make a profit from property management under property management
contract and profit-sharing.
   Please be aware and please spread further.

    Yours Sincerely,
 
(Mr. Suthisak Vageepiyanantanon)    (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.