SET Announcements
22 December 2004
Resolutions of Extra Shareholders' Meeting 1/2004
(Translation)
No. CK-04-0000-PO-L-0388
21 December 2004
Re: Notification of Resolutions of the Extraordinary
General Meeting of Shareholders
No.1/2004
Attn. Director and Manager of the Stock Exchange of
Thailand
Reference is made to the fact that CH.Karnchang Public Company
Limited held the
Extraordinary General Meeting of Shareholders No.1/2004 on 21
December 2004, at 9:30 a.m. at
the Conference Room on the 4th Floor, No.587 Viriyathavorn
Building, Sutthisarn Road,
Dindaeng Subdistrict, Dindaeng District, Bangkok. The Company
hereby notifies the resolutions
of the Extraordinary General Meeting of Shareholders as
follows:
1. The Meeting resolved to certify the Minutes of the 2004
Annual Ordinary General
Meeting of Shareholders held on 30 April 2004.
2. The Meeting resolved to approve the Company's option to buy
ordinary shares of Thai
Tap Water Supply Company Limited from General Akkradej
Sasiprapa totaled 10,499,997 shares
or equivalent to 35 % of the registered and paid-up capital,
of which total value does not exceed
Baht 1,628,000,000 whereas to pay for option exercised rate in
order to exercise its option on
purchasing shares to the option grantor as additional
remuneration pay in the rate of Baht 7.5 per
share as for the every 6 months of period extension from
December 17, 2003 under the condition
that it has to be approved by at least three quarter votes of
total shareholders or proxies attending
the meeting and who have the right to vote, excluding the
shareholders who gain or loss the
interest from such transaction, under the Notification of the
Stock Exchange of Thailand referring
the Rules and Regulations of Information Disclosure for Assets
Acquisition and Disposal of the
Listed Company.
3. The Meeting resolved to approve the Company's option to
buy ordinary shares of
Bangkok Expressway Public Company Limited from Tokyu
Construction Company Limited
totaled 9,551,150 shares or equivalent to 1.24%. The rights to
buy 5,100,000 shares or 0.66%
from BangPa-In Land Company Limited and from other companies
totaled 60,423,850 shares or
7.84% (whereby the other companies of which the Company has
not yet known about such
persons and should the Company would has known about the
mentioned persons, it would
proceed as to inform the information to the shareholders then
as well as the Stock Exchange of
Thailand in accordance with the criteria on disclosure
thenceforth), of which the total buying
shares shall not exceed 75,075,000 shares or equivalent to
9.75% of the registered and paid-up
capital, of the value not exceed Baht 1,752,250,500 under the
conditioned that it has to be
approved by at least three quarter votes of total shareholders
or proxies attending the meeting and
who have the right to vote, excluding the shareholders who
gain or loss the interest from such
transaction, under the Notification of the Stock Exchange of
Thailand referring the Rules and
Regulations of Information Disclosure for Assets Acquisition
and Disposal of the Listed Company
and the Stock Exchange of Thailand's notification on Criteria,
Procedure and Disclosure of
Related Transaction of the Listed Company. Thus, whereas the
Company has bought the ordinary
shares of Bangkok Expressway Public Company Limited from Tokyu
Construction Company
Limited and Bangpa-In Land Company Limited, the shareholder's
meeting, therefore, has already
designated the names of related person with the Company
whereby abstained on voting in this
agenda.
4. The Meeting resolved to approve of the Company's option to
sell and/or waive its
rights to buy capital increase shares; and /or transfer the
rights to buy ordinary shares of Southeast
Asia Energy Company Limited of which being arisen in the
future to other natural person and/or
juristic person. Resultantly, there shall be a joint investor
holding shares at the ratio of 65-75% of
total registered capital and the Company's investment ratio in
that company will be minimized to
only 25-35% of the registered capital and authorize the
executive directors in making decision and
approval of any details, sales price and any terms and
conditions of share option sales to other
natural person or juristic person accordingly. Upon the
aforesaid Company's sell and/or waive its
rights to buy capital increased shares; and/or transfer the
rights to buy ordinary shares to other
natural person or juristic person, of which the Company's
shareholding in Southeast Asia Energy
Company Limited to be only 25-35% of the said company's
registered capital. Thus, the
Company should inform the shareholders and SET in accordance
with the rules on information of
Disclosures as aware of the aforesaid details, thenceforth.
Please be informed accordingly.
Very truly yours,
- Signature-
(Mr.Plew Trivisvavet)
Chief Executive Officer