Related Transactions: Getting Appointed Hotel Management Advisor and Cancellation of Hotel Management Contract

Ref. Bor Chor Ngor. 0255/2015
May 18, 2015
Subject: Connected Transactions - Getting Appointed as Hotel Management Advisor and Cancellation of the
Hotel Management Contract
To: The President
The Stock Exchange of Thailand
The Board of Directors Meeting No. 3/2015 of Quality Houses Public Company Limited ("The Company") held at
16.00 on May 18, 2015 at the Meeting Room of the 7th Floor of Q. House Lumpini, 1 South Sathorn Road,
Thungmahamek, Sathorn, Bangkok, had the following resolutions:
1. Approved the Company or its subsidiaries to enter into the hotel management advisor contract under the brand "Grande Centre Point" with Pacific Real Estate Co., Ltd. ("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 ("Hotels"), The Company or its subsidiaries will sign a contract as a hotel management advisor for these hotels for a period of nine months, subject to renewal upon mutual agreement. The Company or its subsidiaries will receive a monthly hotel management advisor fee over the nine-month period totaling Baht 7.2 Million (excluding VAT). The Board of Directors has authorized the Chief Executive Officer or Senior Executive Vice President to negotiate the terms and sign the agreement and other related documents, as well as determine all the details pertaining to this contract as they deem appropriate.
For the details of connected persons, the Company and the Connected Company have the same major shareholder, namely Land and Houses Plc. which has 24.98 percent shares held in the Company (as of April 28, 2015) and wholly owns Pacific Real Estate Co., Ltd.,. Moreover, there are common directors and connected persons: Mr. Anant Asavabhokhin, Mr. Adisorn Thananan-Narapool, Miss Kanokvalee Viriyaprapaikit and Mr. Achanan Asavabhokhin. These four persons did not attend this meeting and had no voting rights on this agenda.

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This agenda is classified as a connected transaction according to the Stock Exchange of Thailand announcement, Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Party Transactions B.E. 2546 (2003), and is considered a normal business transaction with no extraordinary commercial conditions. The total value of the connected transactions exceeds Baht one million but not exceed Baht 20 million or it exceeds 0.03 percent but not exceed 3 percent of the net tangible asset of the Company, (Baht 591 Million), from the Company's audited financial statements as of Mach 31, 2015, whichever amount is larger. As the transaction has some significant implications, the Company sought approval from the Board of Directors and disclosed this information to the Stock Exchange of Thailand.
2. According to the Quality Houses Plc's Board of Directors Meeting No. 7/2014, there was a resolution to approve the connected transaction between the Company or its subsidiaries in extending its hotel management contract with Grande Centre Point Hotel Ratchadamri and Grande Centre Point Hotel Terminal 21 ("Hotels") which belong to L&H Property Co.,Ltd. ("the Connected Company"). The Company or its subsidiaries will extend the management contract by one year. When the contract expires, the contract will be renewed for one more year or upon mutual agreement. The fee will be paid to the Company or its subsidiaries on an annual basis. The management fees varied with the total revenues and the operating profit is approximately Baht 54 Million for one year (from January 1, 2015 to December 31, 2015). This contract is considered to be a connected transaction. The Company notified the Stock Exchange of Thailand on November 18, 2014 but both parties decided to cancel the contract later. Therefore, the Board of Directors had a resolution to approve to cancel this contract with the effective date as of March 31, 2015.
Please be informed accordingly. Yours Sincerely,

Mrs. Suwanna Buddhaprasart (Mrs. Suwanna Buddhaprasart) Senior Executive Vice President

Financial and Accounting Department
Tel. 0-2677-7000
Fax. 0-2677-7011-2

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