SET Announcements

SET Announcements

01 December 2009

Capital Increase Report Form

(F 53-4) -Translation- Capital Increase Report Form CH. Karnchang Public Company Limited 30 November 2009 We, CH. Karnchang Public Company Limited ("the Company") hereby report of the resolution of the board of directors no. 5/2009, held on 30 November 2009 from 9:00 hours to 12:00 hours in respect of a capital increase / share allotment as follows: 1. Capital increase: The meeting of the board of directors passed a resolution approving - the reduction of a registered capital of the Company from 1,450,000,000 Baht to 1,446,012,169 Baht by means of canceling 3,987,831 unissued ordinary shares with a par value of 1 Baht each, totaling 3,987,831 Baht. - the increase of a registered capital of the Company from 1,446,012,169 Baht to 1,652,585,336 Baht by means of the issuance of 206,573,167 ordinary shares with a par value of 1 Baht each, totaling 206,573,167 Baht. 2. Allotment of new shares: 2.1 The meeting of the board of directors passed a resolution approving the allotment of 206,573,167 ordinary shares with par value of 1 Baht each, totaling 206,573,167 Baht, the details of which are as follows : Allotted to Number Ratio Sale price Subscription Note (shares) (old:new) per share and payment (Baht) period 1. Existing 206,573,167 7:1 5.34 22-26 - Set record date for the February 2010 right to Shareholders subscribe for the share allotment [to be by right offering on February 5, informed more 2010 and set book closing date details] for the right to subscribe for the share allotment by right offering on February 8, 2010 1 - The existing shareholders are entitled to subscribe the share allotment by right offering in excess of the number of shares to which they are entitled to subscribe, provided that they must subscribe and pay for the shares in excess of their entitlements at the same time when they subscribed for the shares to which they are entitled to. - In case there are remaining shares from the share subscription, the Board of Directors and/or any person(s) entrusted by the Board of Directors be empowered to have the authority to offer the remaining shares to the investors on a private placement basis from time to time or at one time at the offer price not less than the offer price of right offering. 2.2 The Company's procedure in case there is a fraction of shares remaining Fraction of shares shall be discarded. 2.3 The number of shares remaining from the allotment -None- 3. Schedule for shareholders meeting to approve the capital increase/allotment The extraordinary meeting of shareholders no. 1/2010 is scheduled to be held on January 20, 2010 at 9:30 hours at Supunnika Room, fourth floor, head office of the Company at 587 Viriyathavorn Building, 2 Sutthisarn Road, Din Daeng, Bangkok 10400 by setting the record date to determine the right to attend this meeting on December 16, 2009 and collect the shareholder list in compliance with Section 225 of the Securities and Exchange Act by closing the share register for share transfer in order to determine the right to attend this meeting on December 17, 2009. 4. Approval of the capital increase/share allotment by relevant governmental agency and conditions thereto (if any) This right offering does not require the company to submit filing in accordance with Notification of the Securities and Exchange Commission KorChor 18/2551 Re: Exemption from Filing of Registration Statement for the Offer for Sale of Securities. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase 1. To support the Company's business expansion. 2. To support as working capital for the Company. 6. Benefits which the Company will receive from the capital increase/share allotment: With the new capital, the Company can improve its financial status and support its business potentials. 7. Benefits which the shareholders will receive from the capital increase/share allotment: 7.1 Dividend policy to pay dividend to shareholders expected at the rate approximately not less than 40% of net profit after tax and will be paid in following year, except if there is any significant effect to company's performance. 7.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends from the Company's business operations starting from 2010 in reference to the dividend policy specified in 7.1. 7.3 The Company's financial status will be more sustainable which ultimately will benefit the shareholders. 8. Other details necessary for shareholders to approve the capital increase/share allotment: -None- 9. Schedule of action where the board of directors of the Company passes a resolution approving the capital increase or allotment of new shares: 3 - The Board of Directors approved the share allotment by right offfering 30 Nov 2009 - Record Date for the right to attend the Extraordinary Shareholders' Meeting 16 Dec 2009 - The close date of the share register to determine the right to attend 17 Dec 2009 the Extraordinary Shareholders' Meeting - The Extraordinary Shareholder Meeting 20 Jan 2010 - Register capital decrease and the resolution of capital increase Within 14 days from the at the Ministry of Commerce date that the Shareholder's meeting has the resolution. - Record Date for the right to subscribe for the share allotment by right offering 5 Feb 2010 - The close date of the share register to determine the right of shareholder 8 Feb 2010 to subscribe for the share allotment by right offering - Subscription period 22-26 Feb 2010 - Register the new capital increase and paid up apital Within 14 days after the at the Ministry of commerce date of receiving all the payment for shares offered - New shares being listed on the SET To be informed later The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signature _______authorized director (Mr. Prasert Marittanaporn) (To be signed by the authorized Director directors who are authorized to sign on behalf of the Company with the Company's seal affixed) Signature ______authorized director (Mr. Anukool Tuntimas) Director 4