(Translation)

CS 0409/2020

December 18, 2020

Subject:

Connected transaction with regard to

hotel management advisory contract

Attn:

President

The Stock Exchange of Thailand

With reference to the Board of Directors' Meeting No 10/2020 of Quality Houses Public Company Limited ("the Company") held on December 18, 2020 at the meeting room 7th Floor Q.House Lumpini Building, South Sathorn Road, Bangkok has approved the Company and the subsidiary to make a hotel management advisory contract of Centre Point Terminal 21 Korat Hotel which is owned by Siam Retail Development Company Limited ("Siam Retail"). 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 : Quality Houses Public Company Limited

(the

Company) and

Q.H. International

Company Limited , the Subsidiary

of the

Company ("the Subsidiary")

Employer : Siam Retail Development Company Limited ("Siam

Retail")

Transaction description

:

1) The Subsidiary

is employed

for a hotel management advisor

to Centre Point Terminal 21 Korat Hotel which also granted the

right to use the

brand "Centre Point"

2) The Company services the hotel system software

for 3 years (1 January 2021 - 31 December 2023), with a renewal

option upon mutual agreement

The Board of Directors provide

authority to the management to

negotiate on any terms and conditions of such contract and other

related documents as the management deem appropriate

Value of connected

:

1) The remuneration of advisor is based on 2% of total revenues

Transactions

(excluding some

categories of revenues that have already

declared in the hotel management advisory contract) which is

approximately a total of Baht 8 Million throughout 3 years. The

remuneration is calculated from forecasted total revenues of

Centre Point Terminal 21 Korat

Hotel, with the following details :

(Unit: Million Baht)

Year

2021

2022

2023

Total Revenue

115

135

150

1

(Translation)

2) The remuneration of a hotel system software services is Baht

440,000 per

annum, which is

a total of Baht 1,320,000

throughout 3

years

Total remuneration throughout

3 years is approximately Baht

9,320,000

Type and size of transaction

:

This transaction is considered as an ordinary support business

transactions without any trade condition. The calculated size of

this transaction is 0.036% 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 September 30, 2020. 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 similar to that of operators in the same

business

Details of the connected persons

:

Ms. Piengchai Harnpanich is a director of Siam Retail, as well as a

mother of Mr. Anant Asavabhokhin, the major shareholder of Land

and Houses Public Company Limited which is the major

shareholder of Quality Houses Public Company Limited

The connected director

:

None

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

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)

Corporate Secretary Department

Senior Executive Vice President

Tel. 0-2677-7000

2

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Quality Houses pcl published this content on 18 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 December 2020 10:52:01 UTC