ข่าวแจ้งตลาดหลักทรัพย์

(Translation) No. CK-07-0000-PO-L-0089 March 26, 2007 Re: Notification of Disposition and Acquisition of Assets of Pathum Thani Water Co., Ltd.(Amendment) Attn: President of the Stock Exchange of Thailand Enclosure: Information on Transactions of Disposition and Acquisition of Assets of Pathum Thani Water Co., Ltd. and Connected Transactions Reference is made to the fact that CH. Karnchang Public Company Limited held the Board of Directors Meeting No. 4/2007 on March 26, 2007 at 12.00 hours at The Emerald Hotel, Ratchadapisek Road, Huai Kwang Subdistrict, Din Daeng District, Bangkok. The Board of Directors Meeting passed the following resolutions: 1. Resolved to approve the Minutes of the Board of Directors Meeting No. 3/2007. 2. Resolved to propose that the Meeting of Shareholders consider the sale of not exceeding 5,567,371 ordinary shares in Pathum Thani Water Co., Ltd. (the number of shares after Pathum Thani Water Co., Ltd. decreased its registered capital"), or representing not more than 46.39 percent of the decreased registered capital at the price not lower than Baht 332 per share, in the total amount of not less than Baht 1,848,367,172, to Thai Tap Water Supply Public Company Limited and/or persons and/or legal entities having no connection with the Company, whereby the Board of Directors of the Company shall have the authority to further consider and approve the details, selling price, number of shares, period of time and other conditions. The transaction volume of the disposition of Pathum Thani Water Co., Ltd.'s assets, if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Disposition of Assets of Listed Companies, according to the transaction value basis, would represent 6.70 percent. Remark: As at January 25, 2007, Pathum Thani Water Co., Ltd. had the registered and paid-up capital of Baht 2,752 Million divided into 27,520,000 ordinary shares at the par value of Baht 100 per share. Thereafter, on January 26, 2007, the Board of Directors Meeting of Pathum Thani Water Co., Ltd. resolved to decrease its registered capital by Baht 1,552 Million from Baht 2,752 Million by way of decreasing 15,520,000 shares, thereby remaining the registered capital of Baht 1,200 Million consisting of 12,000,000 ordinary shares at the par value of Baht 100 per share. Such capital decrease was made based on the current shareholding ratio so as to minimize the accumulated loss. On February 6, 2007, the Extraordinary General Meeting of Shareholders of the Company resolved to approve such registered capital decrease which is currently in process. 3. Resolved to propose that the Meeting of Shareholders consider the matter that Thai Tap Water Supply Public Company Limited (affiliated company) would purchase the ordinary shares in Pathum Thani Water Co., Ltd. from the current shareholders as of actual purchasing date (except the Provincial Waterworks Authority) wishing to sell their shares at the price ranging from Baht 332 to Baht 365 per share so as to restructure the shareholding of Thai Tap Water Supply Public Company Limited before the initial public offering for the purpose of listing on the Stock Exchange of Thailand. As of March 26, 2007, the shareholding structure of Pathum Thani Water Co., Ltd. is as follows: Company Before Capital Decrease After Capital Decrease Shares % Shares % 1.CH. Karnchang Public Company Limited 12,767,838 46.39 5,567,371 46.39 2.Mahasiri Siam Co., Ltd. 8,399,396 30.52 3,662,528 30.52 3.Capital Rice Company Limited 4,320,453 15.70 1,883,919 5.70 4.CH. Karnchang Holding Co., Ltd. 599,710 2.18 261,502 2.18 5.The Provincial Waterworks Authority 551,000 2.00 240,262 2.00 6.TMB Bank Public Company Limited 440,800 1.60 192,209 1.60 7.Krung Thai Bank Public Company Limited 440,800 1.60 192,209 1.60 8.Thames Water International (Thailand) Ltd. 1 0.00 0 0.00 9.Berli Jucker Public Company Limited 1 0.00 0 0.00 10.Bovis Limited 1 0.00 0 0.00 27,520,000 100.00 12,000,000 100.00 The transaction volume of the acquisition of shares in Pathum Thani Water Co., Ltd. by Thai Tap Water Supply Public Company Limited, if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Disposition of Assets of Listed Companies, according to the transaction value basis, would represent 14.16 percent. Upon combination of the acquisition transactions, the total transaction volume during the period of six months calculated according to the transaction value basis would represent 18.50 percent which would fall on Type 2 Transaction. In this regard, the Company is required to prepare a report and disclose such transactions to the Stock Exchange of Thailand and to deliver the written notice to its shareholders within 21 days from the date of disclosure to the Stock Exchange of Thailand. Futhermore Thai Tap Water Supply Public Company Limited acquires shares in Pathum Thani Water Co., Ltd. by way of purchasing shares from the current shareholders (except Provincial Waterworks Authority), cpmprising Mahasiri Siam Co., Ltd. and CH. Karnchang Holding Co., Ltd. which are major shareholders of CH. Karnchang Public Company Limited, the transaction value, if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Connected Transactions of Listed Companies, would be over three percent of the value of net tangible assets. Since the sellers (Mahasiri Siam Co., Ltd. and CH. Karnchang Holding Co., Ltd.), the major shareholders of CH. Karnchang Public Company Limited, enter into such transactions with their affiliated company (Thai Tap Water Supply Public Company Limited), such transactions are not deemed as connected transactions. However, to ensure transparency and avoidance of conflict of interest, the Company wishes to disclose information on such transactions to the Stock Exchange of Thailand and to hold the Meeting of Shareholders to seek approval of the transactions. 4.Resolved to approve the company to appoint Far East Securities Co.,Ltd.to be the Indepent Financial Advisor as to give opinion concerning on fair price and reasonable transactions and also to opine to the Audit Committee and/or the Company' shareholder related to acquisition or disposition of asset as well as the connected transactions. As, on March 1, 2007, the Company has notified the Stock Exchange of Thailand of the agenda of the 2007 Annual Ordinary General Meeting of Shareholders to be held on April 30, 2007, the Company hereby requests to revise the said agenda by adding the agenda items regarding the disposition and acquisition of assets of Pathum Thani Water Co., Ltd. to be proposed to the 2007 Annual Ordinary General Meeting of Shareholders. The agenda of the 2007 Annual Ordinary General Meeting of Shareholders will thus be follows: Item 1 To consider and approve the Minutes of the 2006 Annual Ordinary General Meeting of Shareholders Opinion of the Board: It was deemed appropriate to approve the Minutes of the 2006 Annual Ordinary General Meeting of Shareholders. Item 2 To consider and acknowledge the Company's operational results for the year 2006 Opinion of the Board: It was deemed appropriate to acknowledge the Company's operational results for the year 2006. Item 3 To consider and approve the balance sheet and income statement for the year ended December 31, 2006 Opinion of the Board: It was deemed appropriate to approve the balance sheet and income statement for the year ended December 31, 2006 which had been audited by the auditor. Item 4 To consider and approve the allocation of profit Opinion of the Board: It was deemed appropriate to suspend the allocation of profit since the Company sustained a net loss of Baht 1,212,843,994, thereby bringing the Company's accumulated loss to Baht 818,129,169, and to suspend the dividend payment for the year 2006. Item 5 To consider and elect directors to replace those due to retire by rotation Opinion of the Board: It was deemed appropriate to re-elect Mr. Aswin Kongsiri, Mr. Don Pramudwinai, Mrs. Saikasem Trivisvavet and Mr. Narong Sangsuriya, directors due to retire by rotation, to return to their office for another term as proposed by the Nomination Committee. Item 6 To consider and determine remuneration for directors Opinion of the Board: It was deemed appropriate to determine for the year 2006 and remuneration for directors for the year 2007 as approved by the Remuneration Committee, namely, bonus for the year 2006 in the amount of not exceeding Baht 7,875,000 and remuneration for directors for the year 2007 in the amount of not exceeding Baht 4,125,000. Item 7 To consider and appoint auditor and determine remuneration for the year 2007 Opinion of the Board: It was deemed that the Meeting should appoint either Miss Siraporn Ouaanunkun or Mr. Narong Puntawong or Mr. Supachai Phanyawattano, of Ernst & Young Office Limited, as the Company's auditor for the year 2007 with the remuneration of not exceeding Baht 1,900,000. 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 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 shall be stipulated by the Executive Board and/or the Chief Executive Officer. The type of debentures will be unsubordinated bearing names of the holders. The debentures may be secured or unsecured and with or without a 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 of collateral, amount, maturity, par value, offering price, interest rate, redemption right, installment payment of principal, 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 and submit documents and evidence to the Office of the Securities and Exchange Commission, 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, criteria and laws, and take any relevant actions as appropriate. Item 9 To consider and approve the transfer of capital reserve to offset the Company's accumulated loss Opinion of the Board: It was deemed appropriate to approve the offset of the Company's accumulated loss against the legal reserve and the share premium reserve. Item 10 To consider and approve the transaction of disposition of Pathum Thani Water Co., Ltd.'s assets Opinion of the Board: It was deemed appropriate to propose that the Meeting of Shareholders grant approval for the sale of not exceeding 5,567,371 ordinary shares in Pathum Thani Water Co., Ltd. (the number of shares after Pathum Thani Water Co., Ltd. decreased its registered capital), or representing not more than 46.39 percent of the decreased registered capital at the price not lower than Baht 332 per share, in the total amount of not less than Baht 1,848,367,172, to Thai Tap Water Supply Public Company Limited and/or persons and/or legal entities having no connection with the Company, whereby the Board of Directors of the Company shall have the authority to further consider and approve the details, selling price, number of shares, period of time and other conditions. Item 11 To consider and approve the transaction of acquisition of Pathum Thani Water Co., Ltd's assets and connected transaction Opinion of the Board: It was deemed appropriate to grant approval for Thai Tap Water Supply Public Company Limited to purchase the ordinary shares in Pathum Thani Water Co., Ltd. from the current shareholders (except the Provincial Waterworks Authority) wishing to sell their shares at the price ranging from Baht 332 to Baht 365 so as to restructure the shareholding of Thai Tap Water Supply Public Company Limited before the initial public offering for the purpose of listing on the Stock Exchange of Thailand, whereby the Board of Directors of Thai Tap Water Supply Public Company Limited shall have the authority to further consider and approve the details, selling price, number of shares, period of time and other conditions. Item 12 Other matter (if any) The date on which the share register will be closed to suspend the transfer of shares for the right to attend the 2007 Annual Ordinary General Meeting of Shareholders remains April 9, 2007. Please be informed accordingly. Very truly yours, - Signature - (Mr. Plew Trivisvavet) Chief Executive Officer