SET Releases

(Translation) No. Tor.Hor. 004/2004 February 25, 2004 Subject : Resolution of The Board of Directors' Meeting No. 1/2004 Attention : Director and Manager of The Stock Exchange of Thailand The board of directors of Thanulux Public Company Limited at a meeting No. 1/2004 held on Wednesday, February 25, 2004 passed the following resolutions: 1. Buying common shares, the details are as follows: 1.1 The date on which the transaction occurred : March, 2004 1.2 The parties involved Buyer : Thanulux Public Company Limited Seller : Choya Corporation : Mitsiam International Co., Ltd. : Mitsui & Co., Ltd. Relationship with seller: None 1.3 The general characteristics of the transaction : Acquisition ordinary shares of Saha Choya Co., Ltd. 1.4 The details of assets acquired : Securities 1.4.1 The company name : Saha Choya Co., Ltd. 1.4.2 The nature of the business : Garment 1.4.3 Registered capital : Baht 56,000,000, classified into 560,000 shares, of value Baht 100 each 1.4.4 Paid-up capital : 560,000 shares 1.4.5 Number of securities acquired : - Buy from Choya Corporation 252,000 shares - Buy from Mitsiam International Co., Ltd. 33,600 shares - Buy from Mitsui & Co., Ltd. 22,400 shares 1.4.6 Price per share (unit) : Baht 65 (B.V. at December 31, 2004 = Baht 190.14 per share) 1.4.7 Proportion of securities holding before : 19% of paid-up capital 1.4.8 Proportion of securities holding after : 74% of paid-up capital 1.5. The total value of the consideration : Baht 20,020,000 The type of payment : Cash payment 1.6. The value of the assets acquired : 308,000 ordinary shares of Saha Choya Co., Ltd. amounts to Baht 20,020,000 1.7 The objective to purchase : We think it is the good potential share. Saha Choya Co., Ltd. is the garment company which produce for export 100%, most of products are high end ones. The increment of the investments will support our capacity. 1.8. The sources of funds : Company's working capital 1.9. The volume of the transaction : Not coming under criteria for relation transaction : 3.24%, not coming under stipulation on assets acquisition or disposal criteria for set listed companies 2. Approve for the amendment of the articles of association of the company article 4 for getting along with the notification of the Stock Exchange of Thailand about disclosure the information and operation of the listed company in categories of connected transactions B.E. 2546 which purpose to the shareholder meeting for approval. Chapter 1 General Provision OriginalArticle 4 Other terms not referred to herein shall be in accordance with and subject to the law on public limited companies. New Article 4 Other terms not referred to herein shall be in accordance with and subject to the law on public limited companies. In case the company or its subsidiary company makes a decision to enter into connected transaction or transactions concerning the acquisition and disposition of assets of the company or the subsidiary company pursuant to the definitions and regulations prescribed under the notification of the Stock Exchange of Thailand applicable to connected transactions of a listed company regarding acquisition and disposition of assets of a listed company as the case may be, the company shall comply with the regulations and procedures as stipulated in the said notification with regard to the particular matter. 3. To approve the category for an assets or services transaction to detail as follows 3.1 The date on which the transaction occurred : Start on January 1, 2004 3.2 The parties involved : 14 companies No. Connecting persons Relationship 1. Ramasorn Thaveekarn Co., Ltd. Co-Management - Ms. Dusadee Soontrontumrong 2. Total Way Image Co., Ltd. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mr. Boonsithi Chokwatana - Mrs. Varindr Leelanuwatana - Ms. Dusadee Soontrontumrong - Mr. Wichai Suthitivanich 3. Thai Monster Co., Ltd. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. Co-Management - Mr. Manu Leelanuwatana - Mrs. Varindr Leelanuwatana - Ms. Dusadee Soontrontumrong 4 International Leather Fashion Corp., Ltd. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mrs. Varindr Leelanuwatana - Ms. Dusadee Soontrontumrong 5. Thai Takaya Co., Ltd. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mr. Manu Leelanuwatana - Mr. Somchai Songsakdecha - Mrs. Varindr Leelanuwatana - Mr. Supotch Pakaworawuth 6. Saha Choya Co., Ltd. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. Co-Management - Mr. Manu Leelanuwatana - Mr. Somchai Songsakdecha - Mrs. Varindr Leelanuwatana 7. I.C.C. International Plc. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. Co-Management - Mr. Boonsithi Chokwatana - Mr. Somphol Chaisiriroj 8. Deluxe Bijou Societe Anonyme Co-Management - Mrs. Varindr Leelanuwatana - Ms. Dusadee Soontrontumrong 9. Morgan De Toi (Thailand) Ltd. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mrs. Varindr Leelanuwatana - Mr. Wichai Suthitivanich 10. PTK Multi Services Co., Ltd. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. 11. Watsadoramai Co., Ltd. Co-Management - Mr. Boonsithi Chokwatana 12. Saha Pathana Inter-Holding Plc. The majority shareholder Co-Management - Mr. Boonsithi Chokwatana 13. I.D.F. Co., Ltd.The majority shareholder - Mr. Boonsithi Chokwatana 14. SSDC (Tigertex) Co., Ltd. Co-The majority shareholder - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mr. Boonsithi Chokwatana - Mr. Manu Leelanuwatana - Mr. Somchai Songsakdecha 3.3 The general characteristics of the transaction : The category for assets or services transaction with the connected person. 3.4 The details of assets or service in the part of income such as Rental Income (immovable assets), Rental Income (movable assets) and Consultancy Fee Income. Every item has one year contract. But there are 5 companies as Thai Takaya Co., Ltd., Morgan De Toi (Thailand) Ltd., Total Way Image Co., Ltd., Thai Monster Co., Ltd. and International Leather Fashion Corp., Ltd. have 3 years contract. The total amount is not more than Baht 40.0 million. 3.5 The details of assets or service in the part of expenditure, such as Security Expense, Business Consultancy Expense, Royalty Expense and Rental Expense (movable assets). Every item has one year contract. For exception, Saha Pathana Inter-Holding Plc. and I.C.C. International Plc. have 3 years contract for Royalty Expense and 2 years contract for Consultancy Expense of Saha Pathana Inter-Holding Plc. The total amount is not more than Baht 40.0 million. 3.6 Policy for setting the price : Rental Income (immovable assets)the price should be the market price which will depend on the location and the use of assets. Rental Income (movable assets) the price should be settled for cost plus the reasonable profit and quantity of assets use. Consultancy Fee Income / Expense the price should be settled for cost plus the reasonable profit which depend on the difficulty and scope of service. Security Expense the price will depend on the amount of security guard. Royalty Expense the rate is of percentage of the net ex-factory price Rental Expense (movable assets) the price is depend on the market price 3.7 Interested directors not attend the meeting and not vote. 3.8 Opinions by the company's Board of Directors and The Audit Committee : Agree to approve the transaction of assets and service as article 3.4, 3.5 and 3.6. They are the normal business transaction. It will support develop in the term of business for each other. It will create the competitiveness of the company, for the benefit of the company. All the price and connected conditions are reasonable. 3.9 The volume of the transaction : This transaction is considered to be a transaction prescribed in the notification of the Stock Exchange of Thailand about disclosure the information and operation of the listed company in categories of connected transactions B.E. 2546 as the category for an assets or services transaction. The transaction is more than Baht 1 million but less than Baht 20 million, or the transaction is more than 0.03% but less than 3% of Net Tangible Asset (NTA) whichever is higher, it must be approved from the Board of Director and to disclose the information to Stock Exchange of Thailand by it did not approve from the shareholders. 4. To approve loan to connected persons 4.1 The date on which the transaction occurred : On the date of changing the promissory note. 4.2 The parties involved Lender : Thanulux Public Company Limited Borrower: SSDC (Tigertex) Co., Ltd. 4.3 The general characteristics of the transaction : The category for financial assistance transaction. 4.4 General transaction description : 4.4.1 The company name : SSDC (Tigertex) Co., Ltd. 4.4.2 The nature of the business : Textiles dyeing, bleaching and finishing 4.4.3 Registered capital : Baht 270 million, fully paid-up 4.4.4 The term of loan : Promissory note in the term of "at call" the rate of interest shall not less than the financial company's deposit rate. 4.4.5 Total value : Baht 15 million 4.4.6 Transaction rationale : To support the joint venture and the companies which are our supply chain. 4.4.7. The sources of funds : Company's working capital 4.4.8 Details of relating and connecting persons : Saha Pathana Inter-Holding Plc. Hold in Thanulux Plc. 23.52% Hold in SSDC (Tigertex) Co., Ltd. 19.71% I.C.C. International Plc. Hold in Thanulux Plc. 10.02% Hold in SSDC (Tigertex) Co., Ltd. 19.58% Mr. Boonsithi Chokwatana President of Thanulux Plc. Vice president of I.C.C. International Plc. Director of Saha Pathana Inter-Holding Plc. Director of SSDC (Tigertex) Co., Ltd. Mr. Manu Leelanuwatana Vice president of Thanulux Plc. Director of SSDC (Tigertex) Co., Ltd. Mr. Somchai Songsakdecha Managing director of Thanulux Plc. Director of SSDC (Tigertex) Co., Ltd. 4.4.9 Interested directors not attend the meeting and not vote 4.4.10 Opinions by the company's Board of Directors and The Audit Committee : Agree the loan for strengthening the joint venture company's financial situations which we will get benefit from financial management. The interest rate is not lower than the financial company's depositing rate. 4.4.11 The volume of the transaction : This transaction is considered to be a transaction prescribed in the notification of the Stock Exchange of Thailand about disclosure the information and operation of the listed company in categories of connected transactions B.E. 2546 as the category for financial assistance transaction. The transaction is less than Baht 20 million or 3% of Net Tangible Asset (NTA) whichever is lower, it must be approved from the Board of Director and to disclose the information to Stock Exchange of Thailand by it did not approve from the shareholders. 5. Pay annual dividend for the performance during January 1 to December 31, 2003 as Baht 0.75 per share which comes from BOI project, Kabinburi 2 promotional certificate No. 1515/Or./2544 = Baht 20.0 million, Kabinburi 3 promotional certificate No. 1329(1)/2544 = Baht 30.0 million and Lamphun 2 promotional certificate No. 1396/2543 = Baht 40.0 million. The payment will be on May 21 2004. 6. Set closing date of the company share register action-book for the right to receive the dividend and attend the meeting which will be on April 7, 2004 at 12.00 AM. until the meeting will finish. 7. Set the 30th Ordinary shareholders' Meeting on Monday, April 26, 2004 at 11.00 am. at Montien Riverside Hotel, 372 Rama 3 Road, Bangklo, Bangkorleam, Bangkok, Chao Praya Room 1. 8. The agenda for the shareholder meeting will : Agenda 1 Certification of the minutes of the 29th Ordinary Shareholders' Meeting on Monday 21 April 2003. Agenda 2 Acknowledgement of the report of the board of directors of the preceding year. Agenda 3 Consideration for the approval of the Balance Sheet and Income Statement ending as at December 31, 2003. Agenda 4 Consideration for the approval the appropriation of profit and payment dividend. Agenda 5 Consideration of the election directors to replace those retire and directors' remuneration. Agenda 6 Consideration of appointment of an auditor and fix the audit fee. Agenda 7 Consideration of the amendment of the articles 4 of association of the company. Agenda 8 Other issues (if any). Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Director