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ข่าวแจ้งตลาดหลักทรัพย์

ข่าวแจ้งตลาดหลักทรัพย์

05 มิถุนายน 2551

Report on Connected Transactions in Office Building Lease

(Translation) No. CK-08-0000-PO-L-0061 June 5, 2008 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 Expert Transport Co., Ltd., whose shares are held by the Company's major shareholder, and Triads Networks Co., Ltd., which is a subsidiary of Bangkok Metro Public Company Limited (whose shares are held directly and indirectly by the Company and the Company's major 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) June 1, 2008 2. Related Parties Lessees : Expert Transport Co., Ltd. Triads Networks Co., Ltd. Lessor : CH. Karnchang Public Company Limited 3. General Characteristics and Details of Connected Transactions 3.1 Expert Transport Co., Ltd., whose shares are held by the Company's major shareholder, has agreed to execute the following agreements with the Company (representing execution of the lease agreement in continuation of the existing agreement): 3.1.1 An office building space lease agreement in Viriyathavorn Building No. 587, 14th Floor, Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, covering a total area of 1,118.62 square meters, at the rental rate of Baht 165,555.76 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 265,717 per month (inclusive of value added tax of Baht 17,383.36). The said agreements have a term of three years from June 1, 2008 - May 31, 2011. 3.2 Triads Networks Co., Ltd., which is a subsidiary of Bangkok Metro Public Company Limited, has agreed to execute the following agreements with the Company (representing execution of the additional space lease agreement for the business operation): 3.2.1 An office building space lease agreement in Viriyathavorn Building No. 587, 9th Floor, Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, covering a total area of 178.40 square meters, at the rental rate of Baht 24,976 per month. 3.2.2 A service agreement for air conditioners and facilities in the building under Clause 3.2.1 at the rate of Baht 40,086.48 per month (inclusive of value added tax of Baht 2,622.48). The said agreements have a term of two years from June 1, 2008 - May 31, 2010. 4. Total Transaction Value The total value of the space lease and service agreements of Expert Transport Co., Ltd. amounts to Baht 431,272.76 per month, totaling Baht 15,525,819.36 throughout the agreement term. The total value of the space lease and service agreements of Triads Networks Co., Ltd. amounts to Baht 65,062.48 per month, totaling Baht 1,561,499.52 throughout the agreement term. Therefore, upon combination of the transaction volume of such two companies, the total transaction volume amounts to Baht 17,087,318.88. In this regard, such transactions are deemed medium-sized transactions with the value of more than 0.03 percent but less than 3 percent of the Company's net tangible assets (the Company's net tangible assets as at March 31, 2008 amounted to Baht 5,148.46 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. 5. Details of Related Parties 5.1 Expert Transport Co., Ltd. As at April 9, 2008, Mahasiri Siam Co., Ltd. which is the major shareholder of CH. Karnchang Public Company Limited held shares in CH. Karnchang Public Company Limited representing 20.32 percent of the Company's paid-up capital and held shares in Expert Transport Co., Ltd. representing 90 percent of the registered capital. 5.2 List of common directors and management and details of shareholding proportion Shareholders CH. Karnchang Public Expert Transport Mahasiri Siam Company Limited Co., Ltd. Co., Ltd. % Director % Director % Director Mahasiri Siam Co., Ltd. 20.32 90.00 Mr. Plew Trivisvavet 1.44 / 1.98 / 22.27 / Mr. Prasert - / - / - Marittanaporn 2 5.3 Triads Networks Co., Ltd. is a subsidiary of Bangkok Metro Public Company Limited. As at April 1, 2008, the Company held shares in Bangkok Metro Public Company Limited representing 24.61 percent of the registered and paid-up capital, and Mahasiri Siam Co., Ltd., which is the major shareholder of CH. Karnchang Public Company Limited representing 20.32 percent of the Company's paid-up capital, held shares in Bangkok Metro Public Company Limited representing 2.95 of the registered and paid-up capital. 5.4 List of common directors and management and details of shareholding proportion Shareholders CH. Karnchang Bangkok Metro Triads Networks Co., Public Company Limited Ltd. % Director % Director % Director Mahasiri Siam Co., Ltd.20.32 2.95 CH. Karnchang Public 24.61 Company Limited Bangkok Metro Public 55.99 Company Limited Mr. Plew Trivisvavet 1.44 / 0.26 / Mr. Narong Sangsuriya 0.11 / Mr. Sombat Kitjalaksana 0.07 / 0.13 / / Mr. Anukool Tuntimas 0.27 / 0.13 / / 6. Reasons and Necessities of Execution of the Transactions This represents renewal of the space lease agreements in continuation of the existing agreements,including expansion of the office areas to the companies in the group in order to ensure continued business operations of the companies in the group. Please be informed accordingly. Very truly yours, (Dr. Anukool Tuntimas) Executive Vice President Human Resource and General Administration 3