-Translation-
24 September 2012
No. Bor Chor Ngor. 0527/2555
Subject: Notification on the resolutions of the Board
of Directors' Meeting No. 6/2555
Attention: President
The Stock Exchange of Thailand
The Board of Directors of Quality Houses Public Company Limited ("Company") has passed a
resolution in its meeting No. 6/2555 held on 24 September 2012 at 16.00 hours at the conference room on floor
7 of Q-House Lumpini Building at No. 1 South Sathorn Rd, Tungmahamek, Sathorn District, Bangkok granting approval to Q.H. International Company Limited ("subsidiary company") in which it holds 100% shares to hire L&H Hotel Management Company Limited (LHH) to recruit the employees to work for the period of 1 year (from 1 March 2012 to 28 February 2013), whereby the subsidiary company will specify the number, qualifications, positions and job description of such employees. Such transaction will be connected transaction with the following details:
Transaction date: The Board of Directors has determined that
the date would be from 1
March 2012 to 28 February 2013 after the date of approval
granted by the
Board of Directors.
Details of persons conducting the transaction: The service
receiver is Q.H. International Company Limited in which the
Company holds 100% shares, and it operates the business of
real estate development for rent and management service of
office buildings and serviced apartment.
The service provider is L&H Hotel Management Company Limited
which operates the business of recruiting employees for
serviced apartment, hotel and apartment business.
Characteristic of transaction: The subsidiary company
arranges for a hiring of recruitment services of employees to
work in the Centre Point Hotel and Resident Wittayu Project
for 1 year at the approximate amount of Baht 15.0
million.
The Board of Directors has authorized the President and Chief
Executive Officer and/or the Senior Executive Vice President
to negotiate and sign the contract or any relevant documents
including any negotiation on relevant details as deemed
appropriate.
Objectives of employment: To hire the above-mentioned
employees to work in the serviced apartment or hotel
businesses. This business operation is considered as normal
business of the Company and the subsidiary company, whereby
the subsidiary company will benefit from revenue generated
from serviced apartment or hotel business.
Details of service rates: The actual expenses on the
employees plus 10 percent of service charges excluding VAT.
The service charges may subject to change later on,
depending on both parties' agreement.
Duration of service contract: 1 year (from 1 March 2012 to 28
February 2013).
Scope of connected transaction: The subsidiary company will
pay Baht 15 million for 1 year service.
Detailed of concerned parties: (1) Land and Houses Public
Company Limited (LH), a major shareholder of Quality Houses
Public Company Limited in the proportion of 24.86 percent as
of 14 May 2012 which indirectly holds 59. 98 percent shares
of L&H Hotel Management Company Limited (LHH) through L&H
Property Company Limited (LHP) (a subsidiary company in which
LH holds 60% share), which holds 99.97 percent shares of
LHH.
In addition, the Company and LH have co-directors, they are
Mr. Anant Asvabhokin and Mr. Adisorn Thananan-narapool. Also,
the Company and LHH have co-directors, they are, Mrs. Suwanna
Buddhaprasart and Ms. Kanokvalee Viriyaprapaikit.
(2) The Government of Singapore Investment Corporation
(Realty) Pte Ltd. ("GICR") and the
Government of Singapore Investment Corporation Pte Ltd.
("GIC") have co major shareholder,
and GIC is a major shareholder of Quality Houses Public
Company Limited by holding 10.84 percent shares as of 14 May
2012.
GICR indirectly holds shares in LHH in a proportion of 39.998
percent through LHP which holds 99.97 shares in LHH.
Directors with vested interest: The persons who have no right
to vote on this agenda are Mr. Anant Asavabhokhin, Mr Adisorn
Thananun-narapool, Mrs. Suwanna Buddhaprasart and Ms.
Kanokvalee Viriyaprapaikit.
Audit Committee's opinion: The Audit Committee has considered and agreed that the above-mentioned connected transaction is reasonable and beneficial to the serviced apartment and hotel business of the subsidiary company, which is the normal business operation of the Company and its subsidiary, that is, the subsidiary company will benefit from the recruitment of the said employees to work in the business operation so as to generate income from the serviced apartment and hotel business.
Type of connected transaction: It is a normal business
operation without general trade conditions. When calculated,
the value of such connected transaction is greater than Baht
1 million but less than Baht 20 million or more than 0.03
percent but less than
3 percent of the value of the net tangible assets of the
Company, depending upon whichever value is greater. The
Company's financial statement as of 30 June 2012 has
already been audited by the auditor (equivalent value of Baht
411 million), and the size of the transaction is
significant. The Company, therefore, must request for
approval from the
Board of Directors and disclose the information to The Stock
Exchange of
Thailand.
Please be informed accordingly.
Yours sincerely
Mrs. Suwanna Buddhaprasart
(Mrs. Suwanna Buddhaprasart) Senior Executive Vice
President
Accounting and Financial Department
Tel. 0-2677-7000
Fax. 0-2677-7011-2
distributed by |