21 July 1999
ADDITIONAL CLARIFICATIONS OF CONNECTED TRANSACTIONS
Translation
July 21, 1999
Subject: Additional Clarifications of Connected Transactions which Include
Comments from The Audit Committee and The Board of Directors
Dear Director and Manager of Stock Exchange of Thailand
Refer to SET's letter No. BJ. 1023/1999 date June 22, 1999
Pursuant to SET.'s letter referred to above, Dusit Thani Public Company
Limited was requested to furnish additional information as enumerated in the
said letter. Dusit Thani Public Company Limited is very pleased to provide
more details as follows:
1. Acquisition and Disposal of Vacant Land
Dusit Resort Cha-am Co., Ltd. purchased the vacant land containing an
aggregate area of 55 rai 2 ngan 87 sq.wah. at Krabi Province at the price of
Million Baht 20.29 from connected person in compliance with the Company's
development strategy to expand business in the future. Following the
acquisition, a property survey company was hired by the Company to survey
and inspect this vacant land. The report revealed that the land area could not be
exactly determined due to some part overlapped with the forestry zone.
Therefore, Dusit Resort Cha-am Co., Ltd. sold this land back to the owner at
the same price .
The Audit Committee considered this matter and was of the opinion that the
connected person should compensate to Dusit Resort Cha-am Co., Ltd.
amounting to Baht 157,604.25. The payment had been completed.
A Board of Director's Meeting # 4/1999 on Monday, July 19, 1999 had
considered the Audit Committee's report and was of the opinion that the advice
was appropriate and fair to the Shareholders. The board ,therefore, agreed with
the Audit Committee proposal.
2. Acquisition of MBK Properties and Development Public Company
Limited.'s Shares
The Company decided to acquire the shares of MBK Properties and
Development Public Company Limited. based on the following reasons:
1. Dusit Resort Cha-am Co., Ltd. had cash balance which was deposited with
a Finance Institution. In order to earn more profit for the Company, MBK
Properties and Development Public Co., Ltd. is considered to be a stable
company with its reasonable share price. The dividends distributed by MBK
in the past years were higher than interest rates. In addition, the distribution
of dividend will be entitled to a 50% income tax exemption.
2. The price of the shares of MBK Properties and Development Public Co.,
Ltd. which we had purchased for the 1.32 million shares was a reasonable
price according to the trade in SET on that day.
3. The main reasons behind shares acquisition made from the connected
person and not made through the Stock Exchange of Thailand were the
selling price per share would be higher if large number of shares was
purchased through SET and insufficient numbers of shares available
through SET.
The Audit Committee had reviewed this matter and found that the acquisition
of such shares complied with the Company's investment policy and would
bring profit to the company in the future.
A Board of Director's Meeting # 4/1999 on Monday July 19, 1999 has
considered this matter and agreed with the Audit Committee's view.
Sincerely yours,
Professor Hiran RadeesriKhun Sinee Thienprasiddhi
Audit Committee Chairman Director & Secretary to Board of Director
Certified Correct
Khun Sinee Thienprasiddhi
Director & Secretary to Board of Director
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