Quality Houses Public : The connected transaction of extending the building management service agreement:Centre Point Hotels

(Translation)

Bor.Chor.Ngor. 0517/2014
November 18, 2014
Subject: The connected transaction of extending the building management service agreement at Grande
Centre Point Hotel Ratchadamri and Grande Centre Point Hotel Terminal 21
Attn: The President
The Stock Exchange of Thailand
The Board of Directors of Quality Houses Public Company Limited ("the Company") at its meeting, No. 7/2014 held on November 18, 2014 at 14.00 p.m. at the meeting room, 7th Floor, Q.House Lumpini Building, 1 South Sathorn Road, Tungmahamek Sub-District, Sathorn District, Bangkok has resolved to approve the connected transaction for the Company and/or its subsidiary company to be employed in managing at Grande Centre Point Hotel Ratchadamri and Grande Centre Point Hotel Terminal 21 ("the Hotel") for L&H Property Co., Ltd. ("the Connected Company"). The Company or Subsidiary shall renew a
1-year management agreement, with an option to renew a 1-year contract in each renewal period or other
periods specified by the parties. The Company or Subsidiary shall receive remunerations from the annual management fee, the incentive management fee depending on total revenues and net income in the approximated total amount of Baht 54 Million for the 1-year contract (1 January 2015-31 December 2015). This transaction is classified as the connected transaction with the following details:

The transaction date	:	The Board of Directors will assign the transaction date that will be the date after the expired date of the agreement, after the approval from meeting of the Board of Directors.
The Connected Paties	:	Employee : Quality Houses Public Company Limited ("the Company") or its subsidiary company ("Subsidiary") Employer : L&H Property Co., Ltd. ("the Connected Company")
Transaction Type	:	The Company or Subsidiary shall renew the 1-year management agreement, with option to renew the 1-year contract in each renewal period or other periods specified by the parties. The Company or

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Subsidiary shall receive the annual management fee, the incentive management fee depending on total revenues and net income, in the approximated total amount of Baht 54 Million for the 1-year-contract. The Board of Directors has powered to negotiate and agree any terms and conditions of extending the management agreement as the Board of Directors deems appropriated. The Board of Directors shall authorize Chief Executive Officer and/or any Senior Executive Vice President to have power to negotiate, agree and enter into any terms and conditions of such lease agreement and other related agreements, including any other details as Chief Executive Officer and/or any Senior Executive Vice President deem appropriated.
The property details	:	Details of hotels are as follows; 1) Grande Centre Point Hotel Ratchadamri - Hotel and residence for rental business - 49-storey reinforced concrete building - Located on the land title deed no. 2220, 3 Soi Mahadlek Luang 1,Ratchadamri Road, Lumpini Sub-District, Patumwan District, Bangkok, with approximate area of 2 Rai 3 Ngan 11 square Wah. - Comprising of 526 residential rooms. - Comprising of 432 parking lots. - Total area of 66,628 square meters comprising of (1) residential area for rent of 34,686 square meters (2) public utility area and system work area of 16,960 square meters (3) parking area of 14,982 square meters. 2) Grande Centre Point Hotel Terminal 21 - Hotel and residence for rental business - 28-storey concrete reinforced building and 2-underground storey - Located on the land title deed no. 2728, 6383-6393, No. 288 Soi Sukhumvit 19 (Wattana), Sukhumvit Road, Klongtoey Nue Sub- District, Wattana District, Bangkok, with approximate area of 9 Rai 1 Ngan 44 square Wah. - Comprising of 462 residential rooms.

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- Comprising of 1,008 parking lots. - Total area of 145,203 square meters comprising of residential area for rent of 21,090 square meters.
Details and value of connected transaction	:	The annual management fee and the incentive management fee are based on total revenues and net income for the 1-year contract around Baht 54 Million, with the details as follows; (a) The annual management fee is equal to 2 per cent of total revenues. (b) The incentive management fee is equal to 4 per cent of net income before depreciation, land lease, property tax, interest expenses and others specified in the management agreement. The forecasted total revenue and the net income of the Company or Subsidiary shall receive from the net income before depreciation, land lease payment, property tax, interest expenses and others ("Net income") can be summarized as follows; Grande Centre Point Hotel Ratchadamri Total Revenue 620.6 Million Baht Net income 345.8 Million Baht Grande Centre Point Hotel Terminal 21 Total Revenue 650.8 Million Baht Net income 370.6 Million Baht
Criteria for determining remuneration	:	The Company and Subsidiary determined remuneration based on remuneration generally paid to other companies by other operators in the same business.
Details of connected Persons	:	Major shareholders of the Company are Land & Houses Public Company Limited and Government of Singapore Investment Corporation Pte Ltd.(GIC). Land & Houses Public Company Limited and Reco Resort Pte Ltd., whose major shareholder is Government of Singapore Investment Corporation Pte Ltd.(GIC), are major shareholders of L&H Property Co., Ltd. Some directors of the Company are directors of the Connected Company. The details are as follows; (1) Land & Houses Public Company Limited holds 60 per cent of total

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shares of L&H Property Co., Ltd. (as of Sepember 4, 2014, Land & Houses Public Company Limited which is the major shareholder held 24.98 per cent of total shares of the Company); and (2) Reco Resort Pte Ltd.whose major shareholder is Government of Singapore Investment Corporation Pte., Ltd.(GIC) holds 40 per cent of total shares of L&H Property Co., Ltd. GIC who is the major shareholder of the Company, September 4, 2014, holds 10.77 per cent of total shares of the Company and holds 18.26 per cent of total shares of Land & Houses Public Company Limited as of September 1, 2014,; and (3) Mr. Anant Asavabhokhin and Mr. Adisorn Thananun-narapool are directors of the Company and L&H Property Co., Ltd. (4) Mr. Anant Asavabhokhin and Miss Kanokvalee Viriyaprapaikit are the directors of the Company and Asia Asset Advisory Co.,Ltd.. In addition, Land & Houses Public Company Limited holds 40 per cent of total shares of Asia Asset Advisory Co.,Ltd. Reco Resort Pte Ltd. whose major shareholder is Government of Singapore Investment Corporation Pte., Ltd.(GIC) holds 40 per cent of total shares of Asia Asset Advisory Co.,Ltd. GIC who is the major shareholder of the Company, as of September 4, 2014, holds 10.77 per cent of total shares of the Company and holds 18.26 per cent of total shares of Land & Houses Public Company Limited as of September 1, 2014.
The connected directors	:	Mr. Anant Asavabhokhin, Mr. Adisorn Thananun-narapool and Miss Kanokvalee Viriyaprapaikit have not right to vote on this agenda.
The Board of Directors' opinion	:	The Board of Directors has considered that the connected transactions are reasonable and beneficial to the hotel and residence for rental business of the Company or Subsidiary. This transaction is the Company or Subsidiary normal business operating activity. The Company or Subsidiary shall receive management fees from managing the Hotel. This also makes target group know better the brand in the name of "Grande Centre Point Hotel".

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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 a connected transaction in relation to normal commercial 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 of net tangible assets ("NTA") of the Company whichever is higher. The NTA is calculated from the Company's financial statement as of 30 September 2014 reviewed by the auditor is equal to Baht 555 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

Mrs. Suwanna Bhuddhaprasart

(Mrs. Suwanna Bhuddhaprasart)
Senior Executive Vice President

Finance and Accounting Department

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