ข่าวแจ้งตลาดหลักทรัพย์

(Translation) Information Memorandum on Acquisition of Assets from CK. Office Tower Co., Ltd.and Connected Transaction The Board of Directors Meeting No. 6/2007 of CH. Karnchang Public Company Limited, held on September 3, 2007, passed a resolution for the Company to acquire assets from CK. Office Tower Co., Ltd., as per the following details: 1. Transaction Date After receipt of approval from the Shareholders Meeting for execution of the transaction, which shall be reported through the Stock Exchange of Thailand's system. 2. Contractual Parties Seller : CK. Office Tower Co., Ltd. Purchaser : CH. Karnchang Public Company Limited Transaction Value : Baht 625,000,000 Relationship : Person having connection with the Company, whereby the major shareholder of the Company directly and indirectly holds shares in CK. Office Tower Co., Ltd. representing 100 percent of its registered and paid-up capital, and CK. Office Tower Co., Ltd. holds shares in CH. Karnchang Public Company Limited representing 5.99 percent of its registered and paid-up capital 3. General Characteristics of the Transaction The Company wishes to acquire assets from CK. Office Tower Co., Ltd., as per the following details: 3.1 An office building named Viriyathavorn Building, which is a 23-story building, with basement and deck, together with a 6-story parking building, on Land Title Deeds Nos. 21495, 21496, 24496, 24497, 24499, 24500, 31431, 31432, 31433, 31434, 41835, 57992, 138958, 138961 and 140145, Tambon Din Daeng (South Bang Sue), Amphoe Din Daeng (Bang Sue), Bangkok, covering a total area of 3- 3-17.1 rai [The said building has been registered as an office condominium named "Viriyathavorn Building" Condominium, Condominium Registration No. 1/2544, and the Title Document has been changed to 27 Condominium Unit Title Deeds (Or.Chor.2) by virtue of the Condominium Act B.E. 2522 (1979)], comprising Condominium Unit Title Deeds Nos. 587, 587/1, 587/3-587/26, totaling 26 title deeds, covering a total area of 16,978.18 square meters, including all common property of the condominium. 3.2 Land Title Deed No. 21494, Tambon Samsen Nai (South Bang Sue), Amphoe Dusit (Bang Sue), Bangkok, covering an area of 62 square wah. 3.3 Land Title Deed No. 61932, Tambon Samsen Nai (South Bang Sue), Amphoe Dusit (Bang Sue), Bangkok, covering an area of 39 square wah. The total value of such transaction shall amount to Baht 625,000,000 and such assets shall be used as office condominium units for the business operations of the Company and its group. The transaction volume of the acquisition of assets from CK. Office Tower Co., Ltd., if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Acquisition of Assets of Listed Companies, according to the total transaction value basis, would represent 2 percent. Given the fact that this would be a transaction of acquisition of assets from CK. Office Tower Co.,Ltd., as the major shareholder of CH. Karnchang Public Company Limited and the transaction volume, if calculated pursuant to the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Connected Transactions of Listed Companies, would represent 10.45 percent which exceeds 3 percent of the value of net tangible assets, the Company is required to disclose the information on such transaction to the Stock Exchange of Thailand and convene a Shareholders Meeting to seek approval for such transaction,provided that the notice of the Shareholders Meeting, together with opinion of the independent financial advisor, shall be sent to the shareholders in advance at least 14 days prior to the date of the Shareholders Meeting, and the said notice of the Shareholders Meeting shall be sent to the Stock Exchange of Thailand at least 5 business days prior to delivery of such notice to the shareholders. 4. Details of CK. Office Tower Co., Ltd. (the "Seller") A. Nature of Business Name : CK. Office Tower Co., Ltd. Address : 587 Suthisarnvinijchai Road, Din Daeng Subdistrict, Din Daeng District, Bangkok Nature of Business : Operation of business of land trading, allocation of land and residences, procurement of land and buildings or construction of other buildings on such land for sale, lease, hire-purchase, for residential or commercial purposes or for use as government offices, industrial factories B. Board of Directors of CK. Office Tower Co., Ltd. as at September 3, 2007 The Board of Directors of CK. Office Tower Co., Ltd. comprises a total of six members as listed below: 1. Mr. Plew Trivisvavet Director 2. Mr. Prasert Trivisvavet Director 3. Mr. Thep Trivisvavet Director 4. Mr. Yim Trivisvavet Director 5. Mr. Kamthorn Trivisvavet Director 6. Mr. Prasert Tongkittikul Director 2 C. Shareholding Structure On September 3, 2007, the registered and paid-up capital of CK. Office Tower Co., Ltd.amounts to Baht 300,000,000, divided into 3,000,000 ordinary shares at the par value of Baht 100 per share. The names of the shareholders are as follows: Number of Shares % 1. Mahasiri Siam Co., Ltd. 750,000 25.00 2. Mr. Thavorn Trivisvavet 375,000 12.50 3. Mr. Prasert Trivisvavet 375,000 12.50 4. Mr. Thep Trivisvavet 375,000 12.50 5. Mr. Yim Trivisvavet 375,000 12.50 6. Mr. Plew Trivisvavet 375,000 12.50 7. Mr. Kamthorn Trivisvavet 375,000 12.50 3,000,000 100.00 D. Summary of Financial Position The summary of the financial position and the results of operation of CK. Office Tower Co.,Ltd., as audited by the auditor, as at December 31, 2004-2006, and the Company's internal financial statements as at June 30, 2007, are as follows: Financial Statements Audited by (Unit: Thousand Baht) (Auditor: Ms. Wimol Pintupeerakowit) 2004 2005 2006 June 30, 2007 Total assets 1,592,928 2,128,452 1,179,408 1,171,773 Total liabilities 1,397,307 1,563,301 874,698 890,177 Issued and paid-up capital 300,000 300,000 300,000 300,000 Shareholders' equity 195,621 565,151 304,710 281,596 Total income 74,347 573,497 104,792 36,202 Total cost and expenses 65,251 60,032 58,337 27,939 Interest expenses 70,439 78,387 70,646 31,377 Net earnings (loss) (61,343) 429,531 (24,191) (23,114) Net earnings (loss) per share (Baht) (20.45) 143.18 (8.06) (7.70) Number of shares (shares) 3,000 3,000 3,000 3,000 Book value per share (Baht) 65.21 188.38 101.57 93.87 3 Miss Wimol Pintupeerakowit is the auditor who audited the year-end financial statements of CK. Office Tower Co., Ltd. 5. Total Transaction Value and Basis of Calculation 5.1 Total Transaction Value: Baht 625,000,000 5.2 Payment Method: Single cash payment 5.3 Basis of Calculation: The purchase and sale price of such assets at Baht 625,000,000, which is lower than the value appraised by the appraiser in accordance with the income approach and the market comparison approach, by which Year Appraisal Co., Ltd., as the appraiser of this transaction, appraises such assets at the value of Baht 674.58 Million. In this regard, the Company has appointed an independent financial advisor to provide opinion to the shareholders in support of consideration and the shareholders shall make their decision at a later date. 6. Details of Connected Persons 6.1 Mahasiri Siam Co., Ltd. Shareholder of CH. Karnchang Public Company Limited representing 19.24 percent of its registered and paid-up capital and shareholder of CK. Office Tower Co., Ltd. representing 25.00 percent of its registered and paid-up capital. 6.2 CH. Karnchang Holding Co., Ltd. Shareholder of CH. Karnchang Public Company Limited representing 10.04 percent of its registered and paid-up capital. Mahasiri Siam Co., Ltd. holds shares in CH. Karnchang Holding Co., Ltd. representing 25.00 percent of its registered and paid-up capital. 6.3 Bang Pa-in Land Development Co., Ltd. Shareholder of CH. Karnchang Public Company Limited representing 1.51 percent of its registered and paid-up capital. CK. Office Tower Co., Ltd. holds shares in Bang Pa-in Land Development Co., Ltd.representing 25.00 percent of its registered and paid-up capital. 6.4 CK. Office Tower Co., Ltd. Shareholder of CH. Karnchang Public Company Limited representing 5.99 percent of its registered and paid-up capital. 6.5 Mr. Plew Trivisvavet Director and shareholder of CH. Karnchang Public Company Limited representing 1.38 percent of its registered and paid-up capital. Director and shareholder of CK. Office Tower Co., Ltd. representing 12.50 percent of its registered and paid-up capital. 6.6 Mr. Thavorn Trivisvavet Shareholder of CH. Karnchang Public Company Limited representing 1.32 percent of its registered and paid-up capital and elder brother of Mr. Plew Trivisvavet. Shareholder of CK. Office Tower Co., Ltd. representing 12.50 percent of its registered and paid-up capital. 4 6.7 Mr. Prasert Trivisvavet Director and shareholder of CK. Office Tower Co., Ltd. representing 12.50 percent of its registered and paid-up capital and elder brother of Mr. Plew Trivisvavet. 6.8 Mr. Thep Trivisvavet Shareholder of CK. Office Tower Co., Ltd. representing 12.50 percent of its registered and paid-up capital and elder brother of Mr. Plew Trivisvavet. 6.9 Mr. Yim Trivisvavet Director and shareholder of CK. Office Tower Co., Ltd. representing 12.50 percent of its registered and paid-up capital and elder brother of Mr. Plew Trivisvavet. 6.10 Mr. Kamthorn Trivisvavet Shareholder of CH. Karnchang Public Company Limited holding 1,000 shares and younger brother of Mr. Plew Trivisvavet. Director and shareholder of CK. Office Tower Co., Ltd. representing 12.50 percent of its registered and paid-up capital. 6.11 Mr. Prasert Tongkittikul Shareholder of CH. Karnchang Public Company Limited holding 16,200 shares. Director of CK. Office Tower Co., Ltd. 7. Nature and Scope of Interest of Connected Persons The Company and the shareholders of CK. Office Tower Co., Ltd. have shareholding relationship and the Company's directors are the directors in CK. Office Tower Co., Ltd. 8. Source of Funds Used in Purchase of Assets The Company uses the source of funds from loans and from its cash flow from operations. 9. Benefits Expected to Be Obtained by the Company The Company shall derive benefits from such acquisition of assets by way of utilization of the said building as office building for the Company and its group to accommodate the expansion of the office premises of the Company and its group in the future. 10. Directors who were the interested persons and connected persons, namely, Mr. Plew Trivisvavet and Mrs. Saikasem Trivisvavet, neither attended nor voted in the meeting. 11. Opinion of the Board of Directors The Board of Directors is of the view that the above acquisition of assets is reasonable and beneficial to the Company, since such transaction is intended to accommodate the expansion of the Company and its group. Furthermore, the purchase and sale price of such transaction is lower than the value appraised by the appraiser. In this regard, such transaction is fair in terms of price and related conditions. 12. Opinion of the Audit Committee and/or the Company's Directors which is different from the Opinion of the Board of Directors under Item 11 - None - 5 13. Conditions on Execution of Transaction The execution of the above transaction, which its volume is more than 3 percent of the book value of net tangible assets of the Company, the Company is required to convene a Shareholders Meeting to seek approval in executing such transaction in accordance with the Stock Exchange of Thailand Notification, Re: Rules, Procedures and Disclosure on Connected Transactions of Listed Companies, and the approval of the Shareholders Meeting of CH. Karnchang Public Company Limited is required, provided that the votes shall not be less than three-fourths of the total number of votes of the shareholders or their proxy holders (if any) attending the Meeting and having the right to vote, exclusive of interested shareholders. The Company hereby certifies that the foregoing information is true and correct in all respects. Signed: (Mr. Plew Trivisvavet) Chief Executive Officer 6