ข่าวแจ้งตลาดหลักทรัพย์

(Translation) No. CK-05-0000-PO-L-0059 February 28, 2005 Re: Notification of Resolutions of the Board of Directors Meeting No. 2/2005 and Notification of the Closing Date of the Share Register for Suspension of the Share Transfer for the Right to Attend the 2005 Annual Ordinary General Meeting of Shareholders and for the Right to Receive Dividend for 2004 Attn.: President of the Stock Exchange of Thailand Reference is made to the fact that CH. Karnchang Public Company Limited held the Board of Directors Meeting No. 2/2005 at 8:30 a.m. on February 28, 2005 at the Conference Room on the 21st Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. The Board of Directors Meeting passed the following resolutions: 1. Resolved to approve the Minutes of the Board of Directors Meeting No. 1/2005. 2. Resolved to approve the balance sheet and income statement for the year ending December 31, 2004 for presentation to the 2005 Annual Ordinary General Meeting of Shareholders. 3. Resolved to grant approval for the issuance and offering, in whole or in part, of new lot ofthe Company's Baht denominated debentures in the total amount of not exceeding Baht 3,000 Million by way of public offering and/or private placement and/or institutional investors, pursuant to the SEC s Notifications, with a maturity as specified by the Executive Board and/or the Chief Executive Officer. The type of debentures will be unsubordinated bearing the names of holders. The debentures may be secured or unsecured and with or without debenture holder representative. The offering of the debentures may be made on one or several occasions. The Executive Board and/or the Chief Executive Officer shall have the authority to set out the details of the debentures, type, collateral, amount, maturity, par value, offering price, interest rate, redemption right, offering method, issuance and offering period as well as other relevant details, as the circumstances may allow and as per the period deemed appropriate, and the debentures may be issued and offered by various methods, on one or several occasions. In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to appoint the debenture holder representative and/or registrar and/or broker and/or underwriter and/or advisor and other relevant person or persons, including the authority to execute, sign, amend, negotiate contracts and/or any other documents with the relevant parties, prepare, liaise, give information to the Office of the SEC, secondary market for debt instruments, the credit rating agency and/or any other authorities relating to such issuance and offering of the debentures, as well as to set out the relevant criteria, conditions and details and make any relevant arrangements to accomplish such objectives, subject to the requirements in the applicable notifications, regulations, criteria and laws, and take any relevant actions as appropriate. The major characteristics of the debentures shall be as follows: Objectives :To accommodate the Company s business expansion and to serve as source of the working capital of the Company.Issuer of debentures :CH. Karnchang Public Company LimitedType of debentures :Unsubordinated debentures bearing the names of holders, secured or unsecured, and with or without the debenture holder representative.Total value of debentures :Not exceeding Baht 3,000 Million, and the Executive Board and/or the Chief Executive Officer may consider issuing and offering debentures by various methods, on one or several occasions, provided that other than the previously issued debentures in the amount of Baht 3,000 Million, the total balance of debentures approved for issuance and offering at any particular time shall not exceed the total amount of Baht 3,000 Million as indicated above.Maturity :As shall be specified by the Executive Board and/or the Chief Executive Officer.Interest rate :At an appropriate rate as shall be specified by the Executive Board and/or the Chief Executive Officer.Offering :To be offered to general investors, namely, the offering may be made by way of public offering and/or private placement and/or offering to institutional investors, pursuant to the notifications of the Office of the Securities and Exchange Commission (SEC), in whole on one or several occasions. 4. Resolved to increase the Company s registered capital by Baht 137,500,000, from the existing registered capital of Baht 1,312,500,000 to Baht 1,450,000,000, by way of issuance of 137,500,000 ordinary shares at a par value of Baht 1 (One Baht) per share. 5. Resolved to amend Clause 4 of the Company s Memorandum of Association, as follows: Clause 4. Registered capital: Baht 1,450,000,000 (One Thousand Four Hundred Fifty Million Baht) Divided into: 1,450,000,000 shares (one thousand four hundred fifty million shares) Par value: Baht 1 per share Divided into: Ordinary shares: 1,450,000,000 shares (one thousand four hundred fifty million shares) Preferred shares: - shares ( - ). 6. Resolved to allocate 137,500,000 ordinary shares for capital increase, as follows: (1) 3,500,000 ordinary shares shall be reserved to accommodate the exercise of warrants (CK-W1), and the number of shares as an additional reserve reflects an adjustment of rights under the warrants which may increase the exercise ratio; (2) All or part of the remaining 134,000,000 ordinary shares shall be offered by way of private placement or to institutional investors, pursuant to the Securities and Exchange Commission Notification No. GorJor. 12/2543, Re: Application for and Grant of Permission for Offering of Newly Issued Shares, dated March 22, 2000 (including its amendments), which may be offered on one or several occasions. In this regard, should there be any ordinary shares for capital increase remaining from the allocation by way of private placement or offering to institutional investors, pursuant to the Securities and Exchange Commission Notification No. GorJor. 12/2543, Re: Application for and Grant of Permission for Offering of Newly Issued Shares, dated March 22, 2000 (including its amendments) and from the reserve for the exercise of warrants as mentioned above, such remaining shares shall be allocated for public offering both in Thailand and/or abroad, whether in whole or in part, which may be offered on one or several occasions. In case the Company is required to hold a public offering of the remaining shares pursuant to the Securities and Exchange Commission Notification No. GorJor. 12/2543, Re: Application for and Grant of Permission for Offering of Newly Issued Shares, dated March 22, 2000 (including its amendments), the Company may allocate all of the remaining shares for capital increase by way of public offering or may allocate such shares for capital increase by way of public offering on the basis of over-allotment and may appoint the Company s underwriter to exercise the green shoe option pursuant to the relevant notifications of the Securities and Exchange Commission, in the amount of not exceeding 15 percent of the total number of offered shares, provided that the total number of allocated shares and over-allotment for the green shoe option shall altogether not exceed 134,000,000 shares. In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to take any actions as necessary for and in connection with the issuance and offering of such shares in all respects, including the determination of the number of ordinary shares to be issued and offered on each occasion, the subscription period, the term of payment for the shares, as well as the terms and conditions of the share offering, as well as the definite offering price, subject to the rules of the determination of the share offering price under the said Securities and Exchange Commission Notification. The Executive Board and/or the Chief Executive Officer shall also have the authority to appoint any substitute to perform such action, including appointment of advisor and the relevant persons in the issuance and offering of said shares, as well as the negotiation, agreement, execution of various relevant documents and contracts, and the listing of ordinary shares as listed securities on the Stock Exchange, provision of information, documents and evidence to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, the Ministry of Commerce or any other relevant authorities. 7. Resolved to schedule the 2005 Annual Ordinary General Meeting of Shareholders to be held on April 7, 2005 at 9:30 a.m. at the Conference Room on the 4th Floor, No. 587 Viriyathavorn Building, Sutthisarn Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. 8. Resolved to determine the agenda for the 2005 Annual Ordinary General Meeting of Shareholders as follows: Item 1. To consider and approve the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2004 Opinion of the Board : It was deemed appropriate to approve the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2004.Item 2. To consider and acknowledge the Company s operational results for the year 2004 Opinion of the Board :It was deemed appropriate to acknowledge the Company s operational results for the year 2004.Item 3. To consider and approve the balance sheet and income statement for the year ending December 31, 2004 Opinion of the Board :It was deemed appropriate to approve the balance sheet and income statement audited by the auditor.Item 4. To consider and approve the allocation of profit for the year 2004 Opinion of the Board :It was deemed appropriate to allocate profit since the Company derived a net profit of Baht 204,467,751.- (Two Hundred Four Million Four Hundred Sixty Seven Thousand Seven Hundred Fifty One Baht Only) and the Company still had an unallocated accumulated profit brought forward in the amount of Baht 46,977,520.- (Forty Six Million Nine Hundred Seventy Seven Thousand Five Hundred Twenty Baht Only), and to allocate five percent of the profit, in the amount of Baht 10,223,388.- (Ten Million Two Hundred Twenty Three Thousand Three Hundred Eighty Eight Baht Only) as a legal reserve, thereby bringing the unallocated accumulated profit to be carried forward to Baht 241,221,883.- (Two Hundred Forty One Million Two Hundred Twenty One Thousand Eight Hundred Eighty Three Baht Only). In this regard, it was deemed appropriate to propose the Meeting to declare dividend payment for the year 2004 at the rate of Baht 0.10 per shar e, totaling Baht 107,040,750.-, scheduled to be paid on May 6, 2005.Item 5. To consider the election of directors to replace those due to retire by rotation Opinion of the Board :The Meeting should elect new directors to replace those directors who were due to retire by rotation and the retiring directors should be re-elected for another term.Item 6. To consider the determination of remuneration for directors Opinion of the Board :It was deemed appropriate to determine remuneration for directors for the year 2005.Item 7. To consider the appointment of auditor and determination of remuneration for the year 2005 Opinion of the Board :It was deemed appropriate to appoint the auditor from Ernst & Young Office Limited as the Company s auditor for the year 2005 for the sixth year and the remuneration should be determined as per the Board s proposal.Item 8. To consider and approve the issuance and offering of debentures Opinion of the Board :It was deemed appropriate to issue and offer, in whole or in part, of new lot of the Company s Baht denominated debentures in the total amount of not exceeding Baht 3,000 Million by way of public offering and/or private placement and/or offering to institutional investors, as per the SEC s Notifications, with a maturity as stipulated by the Executive Board and/or the Chief Executive Officer. The type of debentures will be unsubordinated bearing the names of the holders. The debentures may be secured or unsecured and with or without debenture holder representative. The offering of the debentures may be made on one or several occasions. The Executive Board and/or the Chief Executive Officer shall have the authority to set out the details of the debentures, type, collateral, amount, maturity, par value, offering price, interest rate, redemption right, offering method, issuance and offering period as well as other relevant details, as the circumstances may allow and as per the period deemed appropriate. In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to appoint the debenture holder representative and/or registrar and/or broker and/or underwriter and/or advisor and other relevant person or persons, including to execute, sign, amend, negotiate contracts and/or any other documents with the relevant parties, prepare, liaise, give information to the Office of the SEC, secondary market for debt instruments, the credit rating agency and/or any other authorities relating to such issuance and offering of the debentures, as well as to set out the relevant criteria, conditions and details and make any relevant arrangements to accomplish such objectives, subject to the requirements in the applicable notifications, regulations, criteria and laws, and take any relevant actions as appropriate.Item 9. To consider the increase of the Company s registered capital Opinion of the Board :It was deemed appropriate to increase the Company s registered capital by Baht 137,500,000, from the existing registered capital of Baht 1,312,500,000 to Baht 1,450,000,000, by way of issuance of 137,500,000 ordinary shares at a par value of Baht 1 (One Baht) per share.Item 10. To consider the amendment to Clause 4 of the Company s Memorandum of Association to reflect the capital increase Opinion of the Board :It was deemed appropriate to amend Clause 4 of the Company s Memorandum of Association as follows: Clause 4. Registered capital: Baht 1,450,000,000 (One Thousand Four Hundred Fifty Million Baht) Divided into: 1,450,000,000 shares (one thousand four hundred fifty million shares) Par value: Baht 1 per share Divided into: Ordinary shares: 1,450,000,000 shares (one thousand four hundred fifty million shares) Preferred shares: - shares ( - ).Item 11. To consider the allocation of ordinary shares for capital increase Opinion of the Board :It was deemed appropriate to allocate 137,500,000 ordinary shares for capital increase, as follows:(1) 3,500,000 ordinary shares shall be reserved to accommodate the exercise of warrants (CK-W1), and the number of shares as an additional reserve reflects an adjustment of rights under the warrants which increases the exercise ratio. (2) All or part of the remaining 134,000,000 ordinary shares shall be offered by way of private placement or to institutional investors, pursuant to the Securities and Exchange Commission Notification No. GorJor. 12/2543, Re: Application for and Grant of Permission for Offering of Newly Issued Shares, dated March 22, 2000 (including its amendments), which may be offered on one or several occasions. In this regard, should there be any ordinary shares for capital increase remaining from the allocation by way of private placement or offering to institutional investors, pursuant to the Securities and Exchange Commission Notification No. GorJor. 12/2543, Re: Application for and Grant of Permission for Offering of Newly Issued Shares, dated March 22, 2000 (including its amendments) and from the reserve for the exercise of warrants as mentioned above, such remaining shares shall be allocated for public offering both in Thailand and/or abroad, whether in whole or in part, which may be offered on one or several occasions. In case the Company is required to hold a public offering of the remaining shares pursuant to the Securities and Exchange Commission Notification No. GorJor. 12/2543, Re: Application for and Grant of Permission for Offering of Newly Issued Shares, dated March 22, 2000 (including its amendments), the Company may allocate all of the remaining shares for capital increase by way of public offering or may allocate such shares for capital increase by way of public offering on the basis of over-allotment and may appoint the Company s underwriter to exercise the green shoe option pursuant to the relevant notifications of the Securities and Exchange Commission, in the amount of not exceeding 15 percent of the total number of offered shares, provided that the total number of allocated shares and over-allotment for the green shoe option shall altogether not exceed 134,000,000 shares. In this regard, the Executive Board and/or the Chief Executive Officer shall have the authority to take any actions as necessary for and in connection with the issuance and offering of such shares in all respects, including the determination of the number of ordinary shares to be issued and offered on each occasion, the subscription period, the term of payment for the shares, as well as the terms and conditions of the share offering, as well as the definite offering price, subject to the rules of the determination of the share offering price under the said Securities and Exchange Commission Notification. The Executive Board and/or the Chief Executive Officer shall also have the authority to appoint any substitute to perform such action, including appointment of advisor and the relevant persons in the issuance and offering of said shares, as well as the negotiation, agreement, execution of various relevant documents and contracts, and the listing of ordinary shares as listed securities on the Stock Exchange, provision of information, documents and evidence to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand, the Ministry of Commerce or any other relevant authorities.Item 12. To consider other matters (if any) 9. Resolved to grant approval for schedule the share register to be closed on March 17, 2005 at 12:00 p.m., for suspension of the share transfer for the right to attend the 2005 Annual Ordinary General Meeting of Shareholders, until such time as the 2005 Annual Ordinary General Meeting of Shareholders adjourns. Should the Meeting of Shareholders grant such approval, the Company would make dividend payment on May 6, 2005. Please be informed accordingly. Very truly yours, (Mr. Plew Trivisvavet) Chief Executive Officer ________________________ ________________________ (...continued) (continued...) ENDNOTES 5