Quality Houses Public : Connected transaction with regard to hotel management advisory contract
December 18, 2020 at 05:53 am
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(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
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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
Quality Houses Public Company Limited is a Thailand-based company, which is principally engaged in property development. The Company operates through four segments: real estate business, hotel business, rental business, and other. The real estate business segment consists of sales of land and houses and condominium units. The hotel business segment relates to the service of residential buildings. The rental business segment relates to the rental of office buildings. The others segment consists of providing management services for buildings and investing in businesses. Its projects are carried out under the brand names Q District, Prukpirom, and Laddarom. The Companyâs subsidiaries include Casa Ville Co., Ltd., Q.H. International Co., Ltd., Property Host Co., Ltd., The Confidence Co., Ltd., Q.H. Management Co., Ltd., Casa Ville (Rayong 2553) Co., Ltd., Casa Ville (Petchburi 2553) Co., Ltd., and Centre Point Hospitality Co., Ltd.