Quality Houses Public : The resignation and the appointment of CEO and the connected transaction

Our Ref.No.Tor.Bor. No.053/2014
December 22, 2014

-Translation-

Re : Resolutions of the Board of Director Meeting No.8/2014
To : President
The Stock Exchange of Thailand
Quality Houses Public Company Limited ("the Company") would like to inform the resolutions of the meeting No.8/2014 of the Board of Directors of the Company, held on December 22, 2014 at the conference room, 7th Floor, Q.House Lumpini Building. South Sathorn Road, Tungmahamek Sub-District, Sathorn District, Bangkok, as follows:
1. The resignation of Mr.Rutt Phanijphand Director, President and Chief Executive Officer and Chairman of Risk Management Committee which shall be effective from January 1, 2015 onward, be approved.
2. The appointment of Dr.Chadchart Sittipunt to be a new Director, President and Chief Executive
Officer and Chairman of Risk Management Committee which shall be effective from January 1,
2015 onward, be approved.
3. To approve the connected transaction related to extend the service agreeement with L&H Management Company Limited ("LHM") which recruits accounting staff for the projects of Land and Houses Freehold and Leasehold Property Fund (LHPF) : Centre Point Sukhumvit-Thong Lor Serviced Apartment Project, Centre Point Residence Phromphong Project and L&H Villa Sathon Project . Q.H. International Company Limited. ("QHI"), which the Company holds 100 per cent of shares, employs LHM to recruit accounting staff for the projects mentioned above. QHI specifies the number, qualification, position and duty of staff for 3 years (from January 1, 2015 to December
31, 2017). This transaction is considered to be a connected transaction with the following details.

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Transaction Date	:	The Board of Directors will assign the transaction date that will be the date after the expired date of the agreement and after the approval from meeting of the Board of Directors.
Details of Persons Conducting the Transaction	:	The service receiver is Q.H. International Company Limited ("QHI") which the Company holds 100 per cent of shares, has the main business in developing property for rent, managing office buildings, hotel and serviced apartments. The service provider is L&H Management Company Limited ("LHM") which operates the business of recruiting employees for serviced apartment and hotel.
Characteristic of Transaction	:	QHI arranges for a hiring of recruitment services of employees to work in LHPF's projects for the 3 years period at the approximate amount of Baht 8 million. The Board of Directors has authorized the President and Chief Executive Officer and/or the Senior Executive Vice President to negotiate and sign the contract or any relevant documents including any negotiation on relevant details as deemed appropriate.
Objectives of Employment	:	The objective is to have accounting staff for LHPF's projects of which QHI is the property manager as a normal business of the Company and subsidiaries.
Details of Service Rates	:	The actual expenses on the employees plus 15 percent of service charges excluding VAT is not exceeding Baht 8 million. The service charges may subject to change later on, depending on both parties' agreement.
Term of Service Contract	:	3 years from January 1, 2015 to December 31, 2017
Total Value of Connected Transaction	:	QHI will pay the service fee in the amount of not exceeding Baht 8 million for the whole service period of 3 years.

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Detailed of Connected Persons : (1) Land and Houses Public Company Limited ("LH") which holds 24.98% of shares of Quality Houses Public Company Limited as of September 4, 2014 holds indirectly 60% of shares of L&H Management Company Limited ("LHM") by holding 60% of shares of L&H Property Company Limited ("LHP") (LH holds 60% of shares of LHP and LHP holds
100% of shares of LHM)
In addition, the Company and LH have the common
directors who are Mr. Anant Asavabhokhin and Mr. Adisorn Thananun-narapool. The Company and LHM have the common directors who are Mrs. Suwanna Buddhaprasart and Miss Kanokvalee Viriyaprapaikit
(2) Government of Singapore Investment Corporation Pte.
Limited ("GIC") is a major shareholder of QHI by holding
10.77% shares of Quality Houses Public Company Limited
as of September 4, 2014. GIC is also a major shareholder of
LH, held 18.26% shares as of September 1, 2014.
Directors of Conflict of Interest :
Mr. Anant Asavabhokhin, Mr. Adisorn Thananun-narapool Mrs. Suwanna Buddhaprasart and Miss Kanokvalee Viriyaprapaikit have no voting right regarding this agenda
The Board of Directors' Opinion :
The Board of Directors has considered and agreed that the connected transaction is reasonable and supporting QHI to manage LHPF's projects.
Audit Committee's Opinion : There are no opinions of the Audit Committee which differ from those of the Board of Directors.
Type of Connected Transaction : The transaction mentioned above is considered to be a connected transaction in an ordinary and usual course of business transaction with normal commercial term, where the

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calculated size of this transaction would represent greater than
Baht 1.0 Million, but less than Baht 20.0 Million or greater than
0.03 per cent of net tangible assets of the Company, but less than 3 per cent of the Company's net tangible assets (whichever is higher) as of September 30, 2014 which was reviewed by the auditor (the total value Baht 555 million), and the size of the transaction is significant. The Company, therefore, must request for approval from the Board of Directors and disclose the information to The Stock Exchange of
Thailand.
Please be informed accordingly
Sincerely yours,

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

Human Resources Department
Tel. [phone]
Fax [phone]

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