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ข่าวแจ้งตลาดหลักทรัพย์

ข่าวแจ้งตลาดหลักทรัพย์

25 กุมภาพันธ์ 2553

Connected Transactions in Respect of Office Building Lease

(Translation) No.CK-10-0000-PO-L-0020 February 25, 2010 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 transactions between the Company and Bangkok Metro Networks Limited, which is the Subsidiary of Bangkok Metro Public Company Limited ("BMCL") (whose shares are held by the Company representing 24.61 percent of the paid-up capital), in respect of execution of the office space lease agreements, which are deemed connected transactions in the category of short-term rent/lease of real property in accordance with the Board of Governors of the Stock Exchange of Thailand Notification, Re: Disclosure and Acts of Listed Companies on Connected Transactions B.E. 2546 (2003). However, it is not deemed as connected transaction requiring compliance with the notifications of the Stock Exchange of Thailand, as per the following details: 1. Transaction Date (Agreement Execution Date) February 25, 2010 2. Related Parties Lessee : Bangkok Metro Networks Limited ("BMN") Lessor : CH. Karnchang Public Company Limited ("CK") 3. General Characteristics and Details of Connected Transactions BMN, BMCL's Subsidiary, has agreed to execute the agreements with CK as follows: 3.1 An office space lease agreement in Viriyathavorn Building No. 587, 9th Floor,Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, covering a total area of 640.16 square meters, at the rental rate of Baht 89,622.40 per month. 3.2 A service agreement for air conditioners and facilities in the building under Clause 3.1 at the rate of Baht 143,843.95 per month (inclusive of value added tax of Baht 9,410.35). 3.3 An office space lease agreement in Viriyathavorn Building No. 587, 12th Floor,Sutthisarnvinijchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok, covering a total area of 651.24 square meters, at the rental rate of Baht 91,173.60 per month. 3.4 A service agreement for air conditioners and facilities in the building under Clause 3.3 at the rate of Baht 146,333.63 per month (inclusive of value added tax of Baht 9,573.23). The said agreements have a lease term of three years from February 10, 2010 - February 9, 2013. 4. Total Transaction Value The total value of the space lease and service agreements of CK amounts to Baht 470,973.58 per month, or Baht 5,651,682.96 per year, totaling Baht 16,955,048.88 throughout three years of the lease agreements. 5. Details of Related Parties 5.1 BMN is BMCL's Subsidiary. As at March 11, 2009, CK held shares in BMCL representing 24.61 percent of the paid-up capital. 5.2 List of common directors and management List of Directors and Management CK MCL BMN Mr. Plew Trivisvavet Director Director - Mr. Sombat Kitjalaksana Director Director Director Mr. Anukool Tuntimas Director Director Director In this regard, the aforesaid interested directors neither attended nor voted on this matter at the Meeting. 6. Reasons and Necessities of Execution of the Transactions Formerly, BMCL's subsidiaries, comprising BMCL Network Limited, Metro Mall Development Limited and Triads Networks Company Limited, took on lease of Viriyathavorn Building from CK. In 2009, these three subsidiaries were amalgamated into a new company, namely, Bangkok Metro Networks Limited (BMN). In addition, the existing lease agreements ended in 2010, BMN then requested to renew such lease agreements with CK for another three years. Therefore, the Company is required to renew such agreements in order to ensure continuation from the existing agreements and continued business operations of the companies in its group. Please be informed accordingly. Very truly yours, - Signature - (Mr. Plew Trivisvavet) Chief Executive Officer