SET Announcements

SET Announcements

28 September 2007

Opinion on Acquisition of Assets and Connected Transaction

No. CK-07-0000-AUD-L-0009 September 24, 2007 Re: Opinion on Acquisition of Assets from CK. Office Tower Co., Ltd. and Connected Transaction Attn: Shareholders CH. Karnchang Public Company Limited Reference is made to the fact that the Board of Directors of CH. Karnchang Public Company Limited,in its Meeting No. 6/2007 on September 3, 2007, resolved to grant approval for the Company to acquire a 23- story office building and a 6-story parking building, which are registered as office-condominium named Viriyathavorn Building, including two vacant land plots, totaling Baht 625 Million, for the purpose of using as office condominium units for the business operations of the Company and its group. The transaction volume of the acquisition of assets from CK. Office Tower Co., Ltd., if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Acquisition of Assets of Listed Companies, according to the total transaction value basis, would represent 2 percent. Given the fact that this would be a transaction of acquisition of assets from CK. Office Tower Co., Ltd., as the major shareholder of CH. Karnchang Public Company Limited and the transaction volume, if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Connected Transactions of Listed Companies, would represent 10.45 percent which exceeds 3 percent of the value of net tangible assets,the Company is required to disclose the information on such transaction to the Stock Exchange of Thailand and convene a Shareholders Meeting to seek approval for such transaction, provided that the notice of the Shareholders Meeting, together with opinion of the independent financial advisor, shall be sent to the shareholders in advance at least 14 days prior to the date of the Shareholders Meeting, and the said notice of the Shareholders Meeting shall be sent to the Stock Exchange of Thailand at least 5 business days prior to delivery of such notice to the shareholders. Therefore, the Board of Directors has appointed Far East Securities Company Limited as its independent financial advisor to express an opinion on fair price and justifications of the transactions as well as providing its opinion to the Audit Committee and/or shareholders of the Company regarding the acquisition and disposition of assets and connected transactions of the Company. We, in our capacity of the Audit Committee of the Company, have considered such opinion regarding the acquisition of buildings and land to accommodate the growth of the Company and its group, and found such transaction justified and beneficial to the Company on a long-term basis, and the transaction price is equal to Baht 625 Million, which is lower than the price of Baht 674.58 Million appraised by Year Appraisal Co., Ltd., as appraiser of this transaction. Furthermore, upon consideration of the transaction price as appraised by the independent financial advisor based on the Net Present Value (NPV) method, it can be seen that the resultant cash flow value is more than this transaction price by Baht 32.75 Million. The Audit Committee is therefore of the opinion that the acquisition of such building and parking building as well as land is justified at a fair price. Please be informed accordingly. Very truly yours, -Signature- (Mr. Vitoon Tejatussanasoontorn) Audit Committee Chairman -Signature- (Mr. Thawansak Sukhawun) Audit Committee Member -Signature- (Mr. Don Pramudwinai) Audit Committee Member