(Translation)

CS 0297/2019

August 13, 2019

Subject:

Connected transaction : Renewal of a hotel management advisor agreement

Attn:

President

The Stock Exchange of Thailand

With reference to the Board of Directors' Meeting No 5/2019 of Quality Houses Public Company Limited ("the Company") held on August 13,2019 at the meeting room 7th Floor Q.House Lumpini Building, South Sathorn Road, Bangkok has resolved to approve a subsidiary to renew a hotel management advisor agreement to Mandarin Hotel ("the Hotels") that is owned by The Mandarin Hotel Public Company Limited ("Mandarin"). This transaction is classified as the connected transaction with the following details:

Transaction date

:

After the approval of the Board of Directors' meeting.

Connected parties

:

Employee : The Subsidiary of Quality Houses Public Company

Limited ("the Subsidiary")

Employer : The Mandarin Hotel Public Company Limited

("Mandarin")

Transaction description

:

Renewal of a hotel management advisor agreement which also

granted the right to use the brand "Centre Point" for one year (1

October 2019 - 30 September 2020), with a renewal option upon

mutual agreement.

The Board of Directors shall authorize the management to have

power to negotiate, agree and enter into any terms and conditions

of such agreement and other related agreements and any other

details as the management deem appropriated.

Value of connected

:

The remuneration is based on 2% of total revenues (excluding

Transactions

some categories of revenues that have already declared in the

hotel management advisor agreement) which is approximately

Baht 8 Million per year ( 1 October 2019 - 30 September 2020).

The remuneration is calculated from forecasted total revenues of

the Hotels, with the following details :

(Translation)

(Unit: Million Baht)

Year

2019

2020

(Oct-Dec)

(Jan-Sep)

Total Revenue

109

305

Type and size of transaction

:

This transaction is considered normal support business without

any trade condition. The calculate size of this transaction is

0.031% which is more than 0.03% but less than 3% of the net

tangible assets ("NTA") based on the Company's consolidated

financial statement as of June 30, 2019. The size of transaction is

considered as a medium size. Therefore, the Company is required

to get the approval from the Board of Directors and has to

disclose the information to the Stock Exchange of Thailand.

Criteria for determining remuneration

:

The remuneration is based on fees that the Subsidiary similar to

remunerations paid by other companies to operators in the same

business.

Details of the connected persons

:

1) Ms. Piengchai Harnpanich and the connected person are the

major shareholders of The Mandarin Hotel Public Company

Limited in the portion of 55.85% and Ms. Piengchai Harnpanich is

in the position of Chairman of the Board of Directors and

Managing Director of The Mandarin Hotel Public Company

Limited, as well as being the mother of Mr. Anant Asavabhokhin,

the major shareholders of Land and Houses Public Company

Limited which is the major shareholders of

Quality Houses Public

Company Limited.

  1. Mrs. Suwanna Bhuddhaprasart is Director of The Mandarin Hotel Public Company Limited and Quality Houses Public Company Limited and the Subsidiary.

The connected director

:

Mrs. Suwanna Bhuddhaprasart did not attend the meeting and

she had no right to vote in this agenda.

The Board of Directors'

:

The Board of Directors' meeting has considered and given

Opinion

opinion that the connected transaction is reasonable and it is a

normal operation business of the Subsidiary.

(Translation)

The opinion of the Audit Committee : None

and/or the directors that different from The Board of directors.

Please be informed accordingly.

Sincerely yours

Apinya Jarutrakulchai

(Ms. Apinya Jarutrakulchai)

Senior Executive Vice President

Corporate Secretary Department

Tel. 0-2677-7000

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Quality Houses pcl published this content on 13 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 August 2019 13:36:09 UTC