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Date/Time
27 Oct 2016 08:50:00
Headline
Clarification about the Investment in HOTPOT (add template)
Symbol
JCK
Source
JCK
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                Clarification of News or Information


Subject                                  : Clarification of News or Information
Description                              :
(Translation)

AIT/16 - 752                        
                        October 26, 2016

Subject:  Clarification about the Investment in HOTPOT

To:    The President
    The Stock Exchange of Thailand

    According to The Stock Exchange of Thailand ("SET") requires Thai Factory 
Development Public Company Limited ("The Company") to clarify the information
about the investment in Hotpot Public Company Limited ("HOTPOT"), due to the
fact that on 27 September 2016, Thai Factory Development Public Company Limited
(TFD) informed the SET that "the company is considering to invest in Hot Pot
Public Company Limited (HOTPOT) news occurred in newspapers was not true.

However, on 19 October 2016, HOTPOT disclosed that a major shareholder of HOTPOT
sold 41.50 million shares (10.22% of paid up capital) to Mr. Apichai Taechaubol
and TFD. The number of shares sold to Mr. Apichai Taechaubol was 32.40 million
(7.98%) and the number of shares sold to TFD was 9.10 million (2.24%).Mr.
Apichai Taechaubol was found to be a current Executive Chairman and a major
shareholder (24.52% of paid up capital) of TFD. In order for investors to
receive clear and complete information, the SET requires TFD to clarify and
disclose detailed information to the SET within 26 October 2016

 The Company would like to clarify the information as follow.

1.Please explain of the procedure of TFD for investing in HOTPOT.  And when did 
the transaction pass the board of director's resolution? Who was responsible for
this transaction? Did the executive chairman involve in any decision making of
the investment?

Regarding the investment in HOTPOT, The Company has the purpose for this 
investment to be a short-term investment and expected the return of an
investment from the capital gain. This investment was approved by The Investment
Committee which have been authorized by The Board of Director's resolution
No.10/2014 held on 28 April 2014 that approved the appointment of 3 following
persons to become The Investment Committee.
1.    Mr.Apichai    Taechaubol    Vice Chairman and Executive Chairman
2.    Mr.Gumpol    Tiyarat        Director, Executive Director and Managing Director
3.    Mr.Anukul    Ubonnuch    Director

The Investment Committee have the authority to invest in any equity and 
derivative which amount not exceeding 110 Million baht.

On 10 October 2016 the company received the information from Mr.Apichai 
Taechaubol that he received the proposal from the major shareholder of HOTPOT to
sell some of HOTPOT shares. Mr.Apichai Taechaubol was interested, consequently
he asked Managing Director of The Company, whether The Company interested to
invest in HOTPOT or not. Managing Director then submitted the agenda concerning
HOTPOT investment to The Investment Committee's meeting No.10/2016 held on 12
October 2016. The Investment Committee has considered from the price of the
proposal which was 2.80 baht/share and deemed that it was such an interesting
investment because such price was below the average market price of 15 days
before the considering date of The Investment Committee (21 September 2016 to 11
October 2016) which was 3.02 bath/share. In consequence The Investment
committee approved to invest in HOTPOT in the proportion not exceeding
10,000,000 shares which was 2.46 of paid up capital of HOTPOT in the sum not
exceeding 28 million baht by authorized Mr.Gumpol Tiyarat to decides the trading
includes amount of shares and the time to invest under limited financial amount
and shares approving by The Investment Committee. This approval was within the
scope of the investment policy that stipulates The Company to be able to invest
in listed company by focus on short to middle-term investment which depend on
the decision of The Investment Committee. The Company shall use the investment
fund, receiving from some shares selling in the portfolio that were food and
beverage business just like HOTPOT which price were incline to become lower, so
that The Company shall invest in HOTPOT instead, hence the price of HOTPOT was
lower than the market price. In any case on 11 October 2016 The Company had
84.50 million baht investment fund remaining therefore after the investment in
HOTPOT, the value not exceeding 28.00 million baht which is not exceeding the
financial amount approving by The Board of Director's resolution.
 




Besides the consideration and approval of such agenda of The Investment 
Committee, Mr.Apichai Taechaubol did not participated in the meeting or voted to
 approve the investment in HOTPOT.
 
2.The opinion of the Board of Directors of TFD about the appropriate and 
benefits of the investment of TFD in HOTPOT 2.24%, as well as the chairman of
TFD who acquired HOTPOT shares of 7.98%. Moreover, what is the procedure of the
company to eliminate conflict of interest.

This Investment did not have been considered and approved by The Board of 
Director's meeting because the proportion of the investment was not exceeding 28
million baht which was under the authority of The Investment Committee to
approve. The Investment Committee has considered the matter and deemed that this
transaction is appropriate and has an opportunity to make the benefit to The
Company in the form of the return of an investment according to the details in
clause 1.

Regarding the conflict of interest elimination's procedure, The Company deem 
that this investment shall not contribute the conflict of interest because the
decision to invest in HOTPOT was the result of the consideration of The
Investment Committee, whereas Mr.Apichai Taechaubol was merely an informer of
the investment and not taking part in considering or approving process. Moreover
the investment policy between The Company and Mr.Apichai Taechaubol might be
difference, because The Company intently to invest in a short-term, whereas
Mr.Apichai Taechaubol may invest in HOTPOT for a middle-term or for a long-term
depend on his decision. In any case The Company shall submit this subject to The
 Board of Director's meeting next time within 14 November 2016.


3.The reasons that TFD declined the news about the investment in HOTPOT to the 
SET on 27 September 2016; however, TFD purchased HOTPOT shares  on 19 October
2016, which is only 3 weeks time after that.

On 27 September 2016 The Company Secretary has inquired Managing Director of The
Company (TFD) and he informed that he did not received the information or the
proposal from the major shareholder of HOTPOT because the negotiation was
privately between Mr.Apichai Taechaubol and The Seller directly. Thereby The
Company declined such news to The Stock Exchange of Thailand. Subsequently after
having the summary of price and proportion and decided to invest in HOTPOT,
Mr.Apichai Taechaubol informed The Company about the investment in HOTPOT on 10
October 2016. The Company then informed such proposal to The Investment
Committee to consider before investing in HOTPOT on 12 October 2016 according to
 details in clause 1.
     
 Please be informed accordingly.

 Sincerely yours,
(Mr.Gumpol   Tiyarat)
Managing Director


                         Signature ___________________________
                                    ( Mr.Gumpol Tiyarat )
                                    Managing Director
                         Authorized to sign on behalf of the company

______________________________________________________________________

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