18 Nov 2015 17:10:00
The resolution of the Board about concerning on asset management contract and profit-sharing (#2)
-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.