QUALITY HOUSES
(Translation)
No. Legal 0098/2015
February 25, 2015
Re: Notification of the Board of Directors Meeting No. 1/2015's Resolutions
To: President
Stock Exchange of Thailand
The Board of Directors Meeting No.1/2015 of Quality Houses Public Company Limited ("the Company") held on February 24, 2015 at 06.00 pm. at the Conference Room on 7th Floor, Q-House Lumpini Building, No. 1 South Sathorn Road, Thung Mahamek, Sathorn, Bangkok, passed the following resolutions:
1. Adopted the Minutes of the Board of Directors Meeting No. 08/2014
2. Acknowledged the 2014operating performance of the Company and the Board of Directors'
Annual Report.
3. Approved the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31, 2014 which have been audited by the certified public accountant.
4. Approved the payment of dividends and appropriation of the 2014 annual net profit as legal reserve, working capital and reserve of the Company as detailed below:
4.1 Payment of dividend shall be paid in the forms of the company's ordinary shares and cash at the rate of THB 0.25519 per share or the amount of not exceed THB 2,343.6 mm. being 70.4 percentage of net profit of the fiscal year as per the policy of the company. The dividend shall be paid out of the retained earnings and/or net profit the total of dividend shall be deducted withholding tax at the rate as prescribed by law, of which the Company has paid interim dividend by the resolution of Board Meeting No.5/2014, dated 19 August 2014, THB
0.07 per share or the amount of not exceed THB 642.9 mm., the Company still has to pay the dividend for the second-half-year operations of 2014 at the rate of THB 0.18519 per share or the amount of not exceed THB 1,700.7 mm. as per the policy of the company.
a) Payment of dividend in the form of the Company's ordinary shares from the retained earnings and/or net profit at the end of the fiscal year the total of dividend in an amount of not exceeding 1,530.7 Million shares at the par value of THB 1 per share to the shareholders at
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(Translation)
the rate of 6 existing share(s) to 1 dividend stock, in a total amount of not over THB 1,530.7 mm. or THB 0.16667 per share. In case that any shareholder has some existing shares after the allocation of dividend stock, dividend shall be paid in cash instead of dividend stock at the rate of THB 0.16667 per share.
b) Payment of cash dividend at the rate of THB 0.01852 per share or in a total amount of not over THB 170.0 mm.
The shareholders who are entitled to receive the said dividends shall be determined on April
27, 2015 (Record Date) and the names of shareholders shall be gathered under Section 225 of the Securities and Exchange Act by closing the share register on April 28, 2015. The payment of dividends will be made to the shareholders on May 15, 2015.
4.2 Appropriation of the profit (at the rate of at least five percentage of the annual net profit from the separate financial statements which is THB 2,348 mm.) for the reserved fund in accordance with the law in the amount of THB 117.4 mm.
4.3 Appropriation of the remaining net profit in an amount of THB 3,211.8 mm. shall be made as working capital and reserved fund of the Company.
5. Approved the decrease in the Company's registered capital from THB 9,183,784,692 by cutting off the Ordinary Shares remaining from the allocation as per the resolution of the Annual General Shareholder's Meeting no.1/2012 in the amount of 17,139 shares, par value of THB 1 and amendment to Clause 4 of the Memorandum of Association to be in line with the increase in registered capital as read below:
"Clause 4 Register Capital THB 9,183,767,553 (Nine Billion One Hundred Eighty Three Million Seven Hundred Sixty Seven Thousand Five Hundred and Fifty Three Baht Only)
Divided into 9,183,767,553 shares (Nine Billion One Hundred Eighty Three Million Seven Hundred Sixty Seven Thousand Five Hundred and Fifty Three One shares)
Par value/share THB 1 (One Baht) Consisting of
Ordinary shares 9,183,767,553 shares (Nine Billion One Hundred Eighty
Three Million Seven Hundred Sixty Seven Thousand Five Hundred and
Fifty Three shares)
Preferred shares -None-shares ( - )
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(Translation)
6. Approved the increase in the Company's registered capital from THB 9,183,767,553 divided into
9,183,767,553 ordinary shares at the par value of THB 1 per share to THB 10,714,426,091 divided into 10,714,426,091 shares at the par value of THB 1 per share, by issuing 1,530,658,538 new ordinary shares at the par value of THB 1 per share to accommodate the payment of stock dividend. Clause 4 of the Memorandum of Association shall be amended to be in line with the increase in registered capital as read below:
"Clause 4 Register Capital THB 10,714,426,091
(Ten Billion Seven Hundred Fourteen Million Four Hundred Twenty Six
Thousand and Ninety One Baht Only)
Divided into 10,714,426,091 shares
(Ten Billion Seven Hundred Fourteen Million Four Hundred Twenty Six
Thousand and Ninety One shares)
Par value/share THB 1 (One Baht) Consisting of
Ordinary shares 10,714,426,091 shares
(Ten Billion Seven Hundred Fourteen Million Four Hundred Twenty
Six Thousand and Ninety One shares) Preferred shares -None-shares ( - )
7. Approved the allocation of 1,530,658,538 new ordinary shares for payment of dividend.
8. Approved the appointment of directors who are retired by rotation and re-elected to hold office for another term and approve the appointment of new directors in replacement of directors who are retired by rotation as detailed below :
The directors who are retired by rotation, namely
1. Mr. Anant Asavabhokhin Director
2. Mr. Pornthep Pipattangsakul Director
3. Mr. Adisorn Thananun - narapool Director
4. Mr. Adul Vinaiphat Independent Director
Boards of Director approved to the re-election of three directors as follows :
1. Mr. Anant Asavabhokhin Director
2. Mr. Pornthep Pipattangsakul Director
3. Mr. Adisorn Thananun - narapool Director
And approved to nominate and appoint MR. Chulasingh Vasantasingh to be a new
director in order to replace Mr. Adul Vinaiphat who has completed the term by rotation. Mr. Adul
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(Translation)
Vinaiphat has been asked by Mr. Chadchart Sittipunt, President and Chief Executive Officer, to take the role of consultant due to Mr. Adul Vinaiphat has been an independent director continuously for several years. He has knowledge, experience and understand the business of the company very well, so it should be more flexible for him to work. Therefore, The company requests Mr. Adul Vinaiphat to be the consultant for 2 years and Mr. Adul Vinaiphat accept to take the role of a consultation willingly.
9. Approved the director remuneration for 2015, which the retention fee and attendance fees for the Board of Directors, Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee and Executive Committee are as follows:
(Unit: THB)
Position | 2015 |
Chairman | 50,000 |
Director | 40,000 |
Executive director | 40,000 |
(Unit: THB)
Committee | Chairman | Director |
Committee | 2015 | 2015 |
Board of Directors | 35,000 | 28,000 |
Audit Committee | 35,000 | 28,000 |
Nomination and Remuneration Committee | 35,000 | 28,000 |
Corporate Governance Committee | 35,000 | 28,000 |
Executive Committee | 35,000 | 28,000 |
Directors who were executives of the Company would in no case be entitled to any meeting allowances.
10. Approved the 2014 bonus for all directors in an amount of not exceeding THB 15 mm.
11. Approved the appointment of Mr. Sophon Permsirivallop, Certified Public Accountant No. 3182 and/or Miss. Rungnapa Lertsuwankul, Certified Public Accountant No. 3516 and/or Miss. Pimjai Manitkajohnkit, Certified Public Accountant No.4521, Miss. Rosaporn Decharkom, Certified Public
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(Translation)
Accountant No. 5659 of EY Office Limited as the Company's auditor(s) for 2015, with the audit fee of THB 1,290,000 per year. These four auditors are not the shareholders or consultants of the Company.
12. Approved the schedule of the Annual General Meeting of Shareholders No. 1/2015 to be held on April 17, 2015 at 10.30a.m. at Sathorn Room 1-2, 4thFloor, Q-House Lumpini Building, No. 1 South Sathorn Road, ThungMahamek, Sathorn, Bangkok, to consider matters as per the following agenda:
Agenda Item1 To consider adopting the Minutes of the Annual General Meeting of Shareholders
No. 1/2014
Agenda Item 2 To consider acknowledging the Company's 2014 operating performance and the
Board of Directors' Annual Report
Agenda Item 3 To consider and approve the Company's statement of financial position and statement of comprehensive income for the fiscal year ended December 31,
2014 audited by the public certified accountant
Agenda Item 4 To consider and approve the payment of dividends and appropriation of 2014
annual net profit as legal reserve, working capital and reserve of the Company
Agenda Item 5 To consider and approve the decrease in the Company's registered capital by cutting off the Ordinary Shares remaining from the allocation as per the resolution of the General Shareholder's Meeting no.1/2012 in the amount of 17,139 shares, par value of THB 1 and amendment to Clause 4 of the Memorandum of Association to be in line with the increase in registered capital
Agenda Item 6 To consider and approve the increase in the Company's registered capital and
amendment to Clause 4 of the Memorandum of Association to be in line with the increase in registered capital
Agenda Item 7 To consider and approve the allocation of new ordinary shares for payment of dividend
Agenda Item 8 To consider and approve the appointment of directors who are retired by rotation and re-elected to hold office for another term and approve the appointment of new directors in replacement of directors who are retired by rotation
Agenda Item 9 To consider and approve the director remuneration for 2015 and approve the appointment of new directors in replacement of directors who are retired by rotation
Agenda Item 10 To consider and approve the 2014 bonus for directors
Agenda Item 11 To consider and approve the appointment of auditor(s) and audit fee for 2015
Agenda Item 12 To consider other matter (if any)
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(Translation)
13. Approved the determination of the shareholders entitled to attend the Annual General Meeting of Shareholders No. 1/2015 on March 11, 2015 (Record Date) and gathering of the names of shareholders under Section 225of the Securities and Exchange Act by closing the share register on March 12, 2015.
14. Approved renew the property management contracts of the serviced apartment Sukhumvit-Thong
Lor, Centre Point Residence Phromgphong and L&H Villa Sathon between the Company or the Company's subsidiary and Land and Houses Freehold and Leasehold Property Fund ("Fund"). The Company or the Company's subsidiary will renew the property management contracts for 3 years and has right to renew the contract for another three-year period or the period mutually agreed. The Company or the Company's subsidiary will receive the management fee for 3 years in the amount of about Baht 40.6 Million (from April 1, 2015 to March 31, 2018). It is considered to be connected transactions with the following details.
Transaction date The Board will determine the transaction date after the expiration date of the current property management contracts and after obtaining approval from the Board of Directors meeting.
Connected parties Lessee: Quality Houses Public Company Limited ("Company") or the
Company's subsidiary ("Subsidiary").
Lessor: Land and Houses Freehold and Leasehold Property Fund
("Fund"), having Land and Houses Fund Management Company
Limited as the fund manager.
General details of transaction The property management contract period related to three projects is 3 years and can be renewed for another three-year period or the period mutually agreed. The property management fee is monthly basis. For Centre Point Sukhumvit-Thonglor, the property management fee is calculated for adjustment every quarter. The total property management fees for these projects are about Baht 40.6 Million for the contract period.
Objective for the transaction The Company or the Company's subsidiary will receive the
management fees from the property management of these projects.
Details of assets involved Details of Centre Point Sukhumvit-Thonglor are as follows:
- Residence for rental, 11-storey reinforced concrete building and
2-storey car park
- Located on land title deed 7041 7087 and 11769, 304 Sukhumvit
55 (Thonglor) Klongton Nua Wattana Bangkok,
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(Translation)
2 Rai 3 Ngan 19 square Wah
- Number of rooms : 156 units
Details of Centre Point Residence Phromgphong are as follows:
- Residence for rental, 24-storey reinforced concrete building with a basement
- Located on land title deed 4751 24375 243295 243296 243297
243298 243299 and 243300, 77 Sukhumvit 39 (Phromphong) Klongton Nua Wattana Bangkok, 3 Rai 1 Ngan 14 square Wah
- Number of rooms : 76 units
Details of L&H Villa Sathon are as follows:
- 2-storey detached houses, 37 units
- Located on land title deed 5350 5351 6142 and 6228,
88 Narathiwatratchanakarin Chongnonsi Yannawa Bangkok, 11 Rai
3 Ngan 16.6 square Wah
Term of contract From April 1, 2015 to March 31, 2018 with the right to renew the contract for another three-year period or the period mutually agreed.
Details and Total Value The Company or the Company's subsidiary is entitled to receive the
property management fee of consideration on monthly basis as follows:
1) The total property management fees from Centre Point Residence Phromphong and L&H Villa Sathon for the Subsidiary, which are fixed monthly basis during the contract period are about Baht 15.8
Million.
2) The total property management fees from Centre Point Sukhumvit- Thonglor for the Company or the Company's subsidiary are about Baht 24.8 Million which calculated as follow:
a. Basic Property Management Fees are based on the monthly total revenues and
b. Incentive Property Management Fees are based on monthly operating profit excluding reserve for major renovation and project improvement, property tax, signboard tax, insurance premium and basic property management fees.
The property management fees (a) and (b) are calculated
for adjustment every quarter.
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(Translation)
The Company or the Company's subsidiary receives the total property management fees (1) and (2) in the amount, not exceeding 5% of the monthly total revenues plus 10% of the operating profit for the period of
3 years, about Baht 40.6 Million.
Relationships between (1) Land and Houses Public Company Limited, which is a major
the connected persons shareholder of the Company and the Fund, holding 24.98% (as of
September 4, 2014) and 15% (as of August 14, 2014), respectively
(2) Government of Singapore Investment Corporation Pet Ltd. ("GIC")
which is a major shareholder of the Company, Land and Houses Public
Company Limited and the Fund, holding 10.77% (as of September 4,
2014), 18.26% (as of September 1, 2014) and 15% (as of August 14,
2014), respectively.
The connected directors The persons who did not attend in the meeting and no right to vote on this agenda are Mr. Anant Asavabhokhin, Mr Adisorn Thananun- narapool,
Ms. Kanokvalee Viriyaprapaikit and Mr. Achanun Asavabhokhin.
Opinions of Board Audit committee has considered that the connected transaction of Directors is reasonable and beneficial to rental residence business of the Company
or the Company's subsidiary and it is a normal operation business of the Company or the Company's subsidiary. The Company or the Company's subsidiary will receive the property management fee.
Opinion of Audit committee Their opinions were not difference from Board of directors.
Type of transaction The transaction is a connected transaction which is a normal business operation without general trade conditions. The size of connected transaction has been calculated. It is more than Baht 1 Million but less than Baht 20 Million or more than 0.03% but less than 3% of net tangible assets of the Company, whichever higher. From the audited financial statement of the Company as of December 31, 2014, the net tangible asset is Baht 574 Million. Therefore, the transaction is in the condition that the Company has to disclose the details of the transaction to the SET and obtain an approval from the Board of Director.
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(Translation)
Please Kindly be informed accordingly.
Yours Sincerely,
Legal Division
Tel: 0-2677-7000
Fax: 0-2677-7004
Mrs. Suwanna Buddhaprasart
(Senior Executive Vice President)
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