(Translation)
Bor.Chor.Ngor. 0263/2015
May 20, 2015
Subject: Connected Transactions - Getting Appointed as Hotel Management Advisor - additional
Attn : The President
The Stock Exchange of Thailand
With reference to the Board of Directors' meeting No. 3/2015 of Quality Houses Public Company Limited (the "Company"), held on May 18, 2015 at 04:00 p.m. at a meeting room of 7th Floor Q.House Lumpini, 1 South Sathorn Road, Tungmahamek Sub-District, Sathorn District, Bangkok, has resolved to approve the Company or Subsidiary to be engaged into a hotel management advisor under the brand "Grande Centre Point" to Pacific Real Estate Company Limited ("the Connected Company") which is the hotel management company for Grande Centre Point Hotel Ratchadamri, Grande Centre Point Hotel Terminal 21 and Grande Centre Point Hotel Ploenchit (the "Hotels"). The Company or Subsidiary will sign a contract as a hotel management advisor for the Hotels for a term of 9 months with an option of renewal as mutually agreed from time to time. The Company or Subsidiary will receive a monthly hotel management advisor fee for the period of 9 months, totaling Baht 7.2 Million (excluding VAT). The details of connected transactions details are as follows:

The transaction date

:

The Board of Directors sets the transaction date, commencing from April 1, 2015 upon given the approval from this Board of Directors' meeting.

The Connected Parties

:

Advisor: Quality Houses Public Company Limited (the "Company") or Subsidiary of Quality Houses Public Company Limited ("Subsidiary").

Employer: Pacific Real Estate Company Limited (the "Connected Company")/

Transaction Type

:

The Company or Subsidiary will be engaged in the position of hotel management advisor for the Connected Company under the brand "Grande Centre Point". The Connected Company is the hotel management company for 3 hotels: Grande Centre Point Hotel Ratchadamri, Grande Centre Point Hotel Terminal 21 and Grande Centre Point Hotel Ploenchit (the "Hotels").

The Company or Subsidiary will sign the contract as the hotel management


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advisor for the Connected Company for the term of 9 months with the option of renewal as mutually agreed from time to time. In this regard, the Company or Subsidiary will receive the monthly hotel management advisor fee in the amount of Baht 800,000 (excluding VAT) per month, totalling Baht 7.2 Million (excluding VAT) for the whole contract term.

The Board of Directors has the power and authority to specify the terms and conditions regarding the engagement of hotel management advisor as the Board of Directors deems appropriate. The Board of Directors will authorize CEO or senior executive vice president to have the power to negotiate and sign contracts and related documents as it deems appropriate.

Objectives of engagement

:

The Company and Subsidiary operate in hotel business and serviced-apartment business. From this engagement of hotel management advisor to the Connected Company, the Company and Subsidiary will receive benefits from such fees from the said advisor services.

Value of Connected

Transactions

:

The monthly hotel management fee is Baht 800,000 (excluding VAT), totalling

Baht 7.2 Million (excluding VAT) for the 9-month term.

Criteria for determining remuneration

:

The Company and Subsidiary determined the rate of such remuneration in monthly lump sum payment for such advisor, based on fees generally paid to others by the Company and Subsidiary in the same business.

Details of Connected

Persons

:

A major shareholder of the Company is Land and Houses Public Company Limited, who is also a major shareholder of Pacific Real Estate Company Limited, having mutual directors and connected persons as the following details:

(1) Land and Houses Public Company Limited holds 100 per cent shares of

Pacific Real Estate Company Limited and is the major shareholder of

Quality Houses Public Company Limited, 24.98 per cent (as of April 28,

2015);

(2) Mr. Anant Asavabhokhin, Mr. Adisorn Thananan-narapool, and Miss Kanokvalee Viriyaprapaikit are directors of the Company and Pacific Real Estate Company Limited;

(3) Mr. Achanun Asavabhokhin is a director of the Company and is a son of

Mr. Anant Asavabhokhin who is the major shareholder of Land and Houses

Public Company Limited at the rate of 24.45 per cent (as of May 7, 2015).


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Interested Directors

Mr. Anant Asavabhokhin, Mr. Adisorn Thananan-narapool, Miss Kanokvalee Viriyaprapaikit and Mr. Achanun Asavabhokhin disappeared in the meeting and have no right of vote for approving this agenda.

The Board of Directors'

opinion

:

The Board of Directors' meeting has considered and given opinion that the connected transactions are reasonable and beneficial to the Company and Subsidiary. The Company and Subsidiary will receive the hotel management advisor fees.

The Audit Committee's

opinion

:

They have no different opinions from the Board of Directors.

Type of transaction

:

The transaction mentioned above is classified to be the connected transaction in relation to normal business terms without market price reference, pursuant to the announcement of the Stock Exchange of Thailand regarding Disclosure of Information and Procedures of Listed Companies on Connected Transaction B.E.

2546 (2003). The calculated size of this transaction would represent a value of more than Baht 1 million but less than Baht 20 million or more 0.03% but less than 3% of net tangible assets ("NTA") of the Company whichever is higher. The NTA is calculated from the Company's financial statement as of March 31, 2015 reviewed by the auditor is equal to Baht 591 million. The size of the transaction is classified in this criteria. 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.

Please be informed accordingly,
Sincerely yours

Mr. Chadchart Sittipunt

(Mr. Chadchart Sittipunt)
President and Chief Executive Officer

Finance and Accounting Department

Tel 0-2677-7000

Fax 0-2677-7011-2


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