SET Announcements
19 October 2011
Report on Connected Transactions in Respect of Office Building Lease
Connected transaction
(Translation)
No. CK-11-0000-LAW-L-0078
October 18, 2011
Re: Report on Connected Transactions in Respect of Office Building Lease
Attn.: President of the Stock Exchange of Thailand
CH. Karnchang Public Company Limited (the "Company") hereby reports the
connected transaction among the Company and Bangpa-in Cogeneration Limited,
whose shares are held by the Company's shareholder in respect of execution of
the office building space lease agreements, which are deemed connected
transactions in the category of short-term rent/lease of real property in
accordance with the Stock Exchange of Thailand Notification, Re: Disclosure and
Acts of Listed Companies on Connected Transactions B.E. 2546 (2003), as per the
following details:
1. Transaction Date (Agreement Execution Date)
October 17, 2011
2. Related Parties
Lessees : Bangpa-in Cogeneration Limited
Lessor : CH. Karnchang Public Company Limited
3. General Characteristics and Details of Connected Transactions
3.1 Bangpa-in Cogeneration Limited, whose shares are held by the Company's
shareholder, has agreed to execute the following agreements with the Company:
3.1.1 An office building space lease agreement in Viriyathavorn Building No.
587, 17th Floor, Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng
District, Bangkok, covering a total area of 140.91 square meters, at the rental
rate of Baht 18,036.48 per month.
3.1.2 A service agreement for air conditioners and facilities in the building
under Clause 3.1.1 at the rate of Baht 28,948.55 per month (inclusive of value
added tax of Baht 1,893.83).
The said agreements have a term of three years from October 17, 2011 - October
16, 2014.
4. Total Transaction Value
The total value of the space lease and service agreements of Bangpa-in
Cogeneration Limited amounts to Baht 46,985.03 per month, totaling Baht
1,691,461.08 throughout the agreement term. In this regard, such transactions
are deemed medium-sized transactions with the value of more than Baht 1,000,000
but lees than Baht 20,000,000 or representing 0.028 percent of the Company's net
tangible assets which is less than 0.03 percent of the Company's net tangible
assets (the Company's net tangible assets as at June 30, 2011 amounted to Baht
6,096.33 Million), and fall into the category of short-term rent/lease of real
property with a period of not exceeding three years which the Company is
required to disclose to the Stock Exchange of Thailand.
5. Details of Related Parties
5.1 Bangpa-in Cogeneration Limited, whose shares are held by the Company's
shareholder. As at March 16, 2011, Bangpa-In Land Development Co., Ltd. held
shares in CH. Karnchang Public Company Limited representing 1.07 percent of the
Company's paid-up capital and held shares in Bangpa-in Cogeneration Limited
representing 19 percent of the registered capital.
Mahasiri Siam Co., Ltd. whose are the Company's major shareholder held shares
in Bangpa-In Land Development Co., Ltd. representing 25 percent.
CK.Office Tower Co., Ltd. whose are the Company's shareholder held shares in
Bangpa-In Land Development Co., Ltd. representing 25 percent.
5.2 List of common directors and management and details of shareholding
proportion
Shareholders
CH. Karnchang Public Company Limited Bangpa-in Cogeneration Limited Bangpa-In
Land Development Co., Ltd.
% Director Executive % Director % Director
Mahasiri Siam Co., Ltd. 20.09 - 25.00
Bangpa-In Land Development Co., Ltd. 1.07 19.00
CK.Office Tower Co., Ltd 5.51 - 25.00
Mr. Plew Trivisvavet 1.26 / - 8.33 /
Mr. Kamthorn Trivisvavet 0.00 / - 8.33 /
Mr. Narong Sangsuriya 0.04 / - / -
Mr. Vorapote Uchupaiboonvong 0.0006 / - / -
Miss Supamas Trivisvavet 0.12 / - / - /
6. Reasons and Necessities of Execution of the Transactions
This represents to proceed on space leasing to the Company's group to ensure
continued business operations in respect of office building lease.
Please be informed accordingly.
Very truly yours,
(Dr. Anukool Tuntimas)
Director and Executive Vice President
Human Resource and General Administration
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