SET Announcements

Acquisition and disposition of assets (Translation) No. CK-12-0000-PO-L-0068 July 19, 2012 Re: Notification of Resolution of the Board of Directors' Meeting No. 3/2012 Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited has held the Board of Directors' Meeting No. 3/2012 on July 18, 2012. The Board of Directors' Meeting has resolved to grant approval for the Company to purchase two plots of land from third parties and three plots of land located at Tambon Na Khao, Amphoe Khao Phanom, Krabi Province, from the Company's director, for the operation of solar photovoltaic electricity generation. Such purchase of the land is considered a connected transaction, with the details as follows: 1. Transaction Date The Purchase and Sale Agreement shall be executed within one month after obtaining approval of the Board of Directors' Meeting. 2. Contractual Parties and Relationship Purchaser : CH. Karnchang Public Company Limited Sellers : Mr. Plew Trivisvavet (connected person) Mr. Charnarong Wongseenin Mr. Yongyuth Wongseenin Relationship : The Seller-Mr. Plew Trivisvavet is a director of CH. Karnchang Public Company Limited. 3. General Characteristics of the Transaction The Company intends to purchase a total of five plots of land, with the details as follows: 3.1 The land as per Land Title Deeds Nos. 3718, 3721, 3722, Land Nos. 6, 3, 4, Tambon Na Khao, Amphoe Khao Phanom, Krabi Province, covering the areas of 71 rai 3 ngan 27.7 square wah, 96 rai 3 ngan 15.6 square wah, and 76 rai 29.3 square wah, respectively, (under the ownership of Mr. Plew Trivisvavet), at the price of Baht 25,446,876. 3.2 The land as per Land Title Deed No. 3719, Land No. 5, Tambon Na Khao, Amphoe Khao Phanom, Krabi Province, covering an area of 92 rai 3 ngan 75.6 square wah (under the ownership of Mr. Charnarong Wongseenin) at the price of Baht 9,665,656. 3.3 The land as per Land Title Deed No. 3720, Land No. 3, Tambon Na Khao, Amphoe Khao Phanom, Krabi Province, covering an area of 96 rai 3 ngan 46.4 square wah (under the ownership of Mr. Yongyuth Wongseenin) at the price of Baht 10,074,064. The total price is Baht 45,186,596 (Forty-Five Million One Hundred Eighty-Six Thousand Five Hundred and Ninety-Six Baht Only), which is lower than the market price assessed by an independent appraiser on June 27, 2012 in the amount of Baht 52,140,000. The Company has its business plan to purchase such land for the solar photovoltaic power plant construction project. 4. Total Value and Basis for Determination of Total Transaction Value 4.1 Total value of consideration: Baht 45,186,596. This transaction is considered an acquisition of assets in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004), representing the transaction volume of 0.11 percent of the Company's total assets, which is less than 15 percent of the total value of assets, and is considered a connected transaction in the purchase of the land from Mr. Plew Trivisvavet in the amount of Baht 25,446,876, or representing 0.37 percent of the net tangible asset value. The transaction volume is more than Baht 1 Million but not exceeding Baht 20 Million, or representing more than 0.03 percent but not exceeding 3 percent of the net tangible assets (NTA) as per the consolidated financial statements as at March 31, 2012. Given such transaction volume, the Company shall obtain the approval of the Board of Directors and disclose the information memorandum to the Stock Exchange of Thailand in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003). 4.2 Basis for Determination of Total Transaction Value: Asset value 4.3 Payment Method: By cash 5. Details of Connected Persons - Mr. Plew Trivisvavet holds an office as a director of CH. Karnchang Public Company Limited and holds 20,825,851 shares in CH. Karnchang Public Company Limited, representing 1.26 percent of the paid-up capital; - Mr. Kamthorn Trivisvavet holds an office as a director of CH. Karnchang Public Company Limited, is a brother of Mr. Plew Trivisvavet, and holds 71,000 shares in CH. Karnchang Public Company Limited, representing 0.004 percent of the paid-up capital. 6. Source of Fund: Cash flow from the Company's operations. 7. Mr. Plew Trivisvavet and Mr. Kamthorn Trivisvavet, directors, who are the interested directors and/or connected persons, neither attended nor voted in the meeting. 8. Opinion of the Board of Directors Regarding the Execution of the Connected Transaction Provided that the directors who are the connected persons neither attended nor voted on the agenda item for consideration of this connected transaction, the Board of Directors' Meeting considered and resolved to grant approval for the Company to purchase such land, as it was of the view that such land could be developed and used in the solar photovoltaic power plant construction project in the future. In addition, the land purchase price is fair, reasonable and lower than that assessed by the independent appraiser in comparison with the market price of real property in the adjacent areas. 9. Opinion of the Audit Committee and/or Directors which is different from Opinion of the Board of Directors under Clause 8: - None - Please be informed accordingly. ______________________________________________________________________ Connected transaction (Translation) No. CK-12-0000-PO-L-0068 July 19, 2012 Re: Notification of Resolution of the Board of Directors' Meeting No. 3/2012 Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited has held the Board of Directors' Meeting No. 3/2012 on July 18, 2012. The Board of Directors' Meeting has resolved to grant approval for the Company to purchase two plots of land from third parties and three plots of land located at Tambon Na Khao, Amphoe Khao Phanom, Krabi Province, from the Company's director, for the operation of solar photovoltaic electricity generation. Such purchase of the land is considered a connected transaction, with the details as follows: 1. Transaction Date The Purchase and Sale Agreement shall be executed within one month after obtaining approval of the Board of Directors' Meeting. 2. Contractual Parties and Relationship Purchaser : CH. Karnchang Public Company Limited Sellers : Mr. Plew Trivisvavet (connected person) Mr. Charnarong Wongseenin Mr. Yongyuth Wongseenin Relationship : The Seller-Mr. Plew Trivisvavet is a director of CH. Karnchang Public Company Limited. 3. General Characteristics of the Transaction The Company intends to purchase a total of five plots of land, with the details as follows: 3.1 The land as per Land Title Deeds Nos. 3718, 3721, 3722, Land Nos. 6, 3, 4, Tambon Na Khao, Amphoe Khao Phanom, Krabi Province, covering the areas of 71 rai 3 ngan 27.7 square wah, 96 rai 3 ngan 15.6 square wah, and 76 rai 29.3 square wah, respectively, (under the ownership of Mr. Plew Trivisvavet), at the price of Baht 25,446,876. 3.2 The land as per Land Title Deed No. 3719, Land No. 5, Tambon Na Khao, Amphoe Khao Phanom, Krabi Province, covering an area of 92 rai 3 ngan 75.6 square wah (under the ownership of Mr. Charnarong Wongseenin) at the price of Baht 9,665,656. 3.3 The land as per Land Title Deed No. 3720, Land No. 3, Tambon Na Khao, Amphoe Khao Phanom, Krabi Province, covering an area of 96 rai 3 ngan 46.4 square wah (under the ownership of Mr. Yongyuth Wongseenin) at the price of Baht 10,074,064. The total price is Baht 45,186,596 (Forty-Five Million One Hundred Eighty-Six Thousand Five Hundred and Ninety-Six Baht Only), which is lower than the market price assessed by an independent appraiser on June 27, 2012 in the amount of Baht 52,140,000. The Company has its business plan to purchase such land for the solar photovoltaic power plant construction project. 4. Total Value and Basis for Determination of Total Transaction Value 4.1 Total value of consideration: Baht 45,186,596. This transaction is considered an acquisition of assets in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 (2004), representing the transaction volume of 0.11 percent of the Company's total assets, which is less than 15 percent of the total value of assets, and is considered a connected transaction in the purchase of the land from Mr. Plew Trivisvavet in the amount of Baht 25,446,876, or representing 0.37 percent of the net tangible asset value. The transaction volume is more than Baht 1 Million but not exceeding Baht 20 Million, or representing more than 0.03 percent but not exceeding 3 percent of the net tangible assets (NTA) as per the consolidated financial statements as at March 31, 2012. Given such transaction volume, the Company shall obtain the approval of the Board of Directors and disclose the information memorandum to the Stock Exchange of Thailand in accordance with the Notification of the Board of Governors of the Stock Exchange of Thailand, Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 (2003). 4.2 Basis for Determination of Total Transaction Value: Asset value 4.3 Payment Method: By cash 5. Details of Connected Persons - Mr. Plew Trivisvavet holds an office as a director of CH. Karnchang Public Company Limited and holds 20,825,851 shares in CH. Karnchang Public Company Limited, representing 1.26 percent of the paid-up capital; - Mr. Kamthorn Trivisvavet holds an office as a director of CH. Karnchang Public Company Limited, is a brother of Mr. Plew Trivisvavet, and holds 71,000 shares in CH. Karnchang Public Company Limited, representing 0.004 percent of the paid-up capital. 6. Source of Fund: Cash flow from the Company's operations. 7. Mr. Plew Trivisvavet and Mr. Kamthorn Trivisvavet, directors, who are the interested directors and/or connected persons, neither attended nor voted in the meeting. 8. Opinion of the Board of Directors Regarding the Execution of the Connected Transaction Provided that the directors who are the connected persons neither attended nor voted on the agenda item for consideration of this connected transaction, the Board of Directors' Meeting considered and resolved to grant approval for the Company to purchase such land, as it was of the view that such land could be developed and used in the solar photovoltaic power plant construction project in the future. In addition, the land purchase price is fair, reasonable and lower than that assessed by the independent appraiser in comparison with the market price of real property in the adjacent areas. 9. Opinion of the Audit Committee and/or Directors which is different from Opinion of the Board of Directors under Clause 8: - None - Please be informed accordingly. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.