News Detail

Date/Time
22 Oct 2020 17:00:00
Headline
Asset Disposition of Mo Chit Land Company Limited
Symbol
STEC
Source
STEC
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                Acquisition or disposition of assets

ST/2020/0473

October 22nd, 2020

Subject:    Disposal of Asset

To:        The President
        The Stock Exchange of Thailand

The Board of Directors' meeting of Sino-Thai Engineering and Construction Public
Company Limited, ("Company" or "STEC") No. 6/2020 held on October 22nd, 2020
has passed the resolution to approve as the followings:
1.  The Company ("Seller") to enter the disposition of common shares totaling 
29,550,000 shares (Twenty Nine Million Five Hundred and Fifty Thousand Shares)
with a par value of Baht 27.25 per share representing 100% of Mo Chit Land
Company Limited's paid-up capital, shares' value is totaling Baht 4,450,000,000
(Four Thousand Four Hundred and Fifty Million Baht Only).  Mo Chit Land Company
Limited is the land owner of 63 plots located at Chompol Sub-district, Chana
district, Bangkok Metropolis with 11 Rai, 0 Ngan, 40.7 square meters (the
construction project on land had been made between the employer - Mo Chit Land
Co., Ltd and the Company-the employee).  The seller is not a connected person to
the Company.  This transaction is aligned with the purchasing contract as of
October 12th, 2020 and the information in detail as followed.
1.    Transaction Date        October 22nd, 2020

2.    Parties involved and Relationship with the Company
2.1    Seller        BTS Group Holdings Public Company Limited
2.2    Buyer        Sino-Thai Engineering and Construction Public Company Limited.
2.3    Relationship with the company
BTS Group Holdings Public Company Limited is not a connected
person of the Company
                                                                
3.    General Characteristics of Transaction
The Company ("Seller") to enter the shares sale agreement for selling common 
shares of Mo Chit Land Co., Ltd., to BTS Group Holdings Plc., totaling
29,550,000 shares (Twenty Nine Million Five Hundred and Fifty Thousand Shares)
with a par value of Baht 27.25 per share representing 100% of Mo Chit Land
Company Limited's paid-up capital, shares' value is totaling Baht 4,450,000,000
(Four Thousand Four Hundred and Fifty Million Baht Only).  Mo Chit Land Company
Limited is the landowner of 63 plots located at Chompol Sub-district, Chana
district, Bangkok Metropolis with 11 Rai, 0 Ngan, 40.7 square meters.
4.    Transaction Size
Shares selling of Mo Chit Land Co., Ltd., is classified as a disposition of 
assets pursuant to the Notification of the Capital Market Supervisory Board No.
TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as
Acquisition or Disposal of Assets (as amended), and the Notification of the
Board of Governors of the Stock Exchange of Thailand Re: Disclosure of
Information and Other Acts of Listed Companies Concerning the Acquisition an
Disposition of Assets B.E. 2547 (2004).  Size of transaction showing the highest
value of 9.35%, with total value consideration basis in comparison to total
asset of the Company according to the financial statement as at 30 June 2020
(47,573.77 Million Baht). Thus, the Company has no the disposal of assets
transactions undertaken by the Company during the past 6 months, this resulted
in the total transactions to 9.35% which is lower than 15%.  The Company shall
not be required to seek shareholders' approval, pursuant to Notifications on
Assets Acquisition or Disposal.
However, the Company has to disclose the information of this transaction to the 
Stock Exchange of Thailand according to the regulations of the Stock Exchange of
Thailand RE: Rules. Conditions and procedures regarding disclosure of
information and any operations of listed companies B.E. 2560.

5.    Details of Asset disposition
5.1 General Information
        Company's name        Mo Chit Land Co., Ltd.
Asset     Common shares totaling 29,550,000 shares with a par value of 27.25 Baht, 
fully paid up, and being a land owner of 63 plots located at Chompol
Sub-district, Chana district, Bangkok Metropolis with 11 Rai, 0 Ngan, 40.7
square meters located at Chompol Sub-district, Chana district, Bangkok
Metropolis.
5.2 Shareholding Structure
Mo Chit Land Co., Ltd. has paid-up capital of Baht 805,237,500 (Eight Hundred 
and Five Million Two Hundred Thirty Seven Thousand and Five Hundred Baht Only)
and it is 29,550,000 common shares (Twenty Nine Million Five Hundred and Fifty
Thousand Shares) with a par value of Baht 27.25 per share or 100% of the
Company, which is the sole proprietor is legitimate.


6.    Total Value of Consideration
The total value of consideration is amounting to 4,450,000,000 Baht (Four 
Thousand Four Hundred and Fifty Million Baht Only) for shares selling of Mo Chit
Land totaling 29,550,000 shares (Twenty Nine Million Five Hundred and Fifty
Thousand Shares) with a par value of Baht 27.25 per share representing 100% of
Mo Chit Land Company Limited's paid-up capital that are representing Baht
805,237,500 (Eight Hundred and Five Million Two Hundred Thirty Seven Thousand
and Five Hundred Baht Only).

7.    Basis used to determine the value of consideration
The Company use a land appraisal price of Mo Chit Land Co., Ltd land 63 plots 
located at Chompol Sub-district, Chana district, Bangkok Metropolis with 11 Rai,
0 Ngan, 40.7 square meters. The Company hired 2 appraisers whose names are
listed in the list of independent appraisers of the Securities and Exchange
Commission as disclosed since April 10th, 2019 because the price has not much
fluctuated due to the pandemic of COVID-19 and the appraiser use a market value
criteria at Baht 4,182,728,300.  The selling price is higher than the average of
 land appraisal price at 6.4%, so it is appropriated.

8.    Other Conditions that effect to the Shareholders
None.

9.    Source of Fund
None.

10.    Mutual Benefits or related party transactions
The Company has no mutual benefits or related party transactions between listed 
companies and its directors, management and shareholders holding, directly or
indirectly, 10% or more of shares.

11.    Opinion of the Board of Directors Regarding to the Transaction
The Board of Directors' meeting No. 6/2020 on 22nd of October, 2020 resolved 
that the Company enter to the disposition of common shares of Mo Chit Land
Company Limited and opined that under the situation of the pandemic of COVID-19,
this transaction will add up the Company's working capital, so proceeding Mo
Chit Complex project of the Company is appropriate and beneficial to the Company
 and shareholders.



12.    Opinion of the Audit Committee and/or the Directors which different to the 
Opinion of the Board of Director's
None.

The Company provides this information for your acknowledgment and dissemination 
to the public and other investors.

Sincerely yours,



(Mr. Pakpoom Srichamni)
President



Corporate Secretary Office
Telephone: 0 2610 4900 ext. 1550, 1992, 1554
Facsimile : 0 2259 4427
______________________________________________________________________
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