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
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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
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