SET Releases

(Translation) No. Tor.Hor. 003/2005 February 24, 2005 Subject : Dividend, set the date of the 31st ordinary shareholders meeting and connected transaction Attention : Director and Manager of The Stock Exchange of Thailand The board of directors of Thanulux Public Company Limited at a meeting No. 1/2005 held on Thursday, February 24, 2005 passed the following resolutions: 1. Pay annual dividend for the performance during January 1 to December 31, 2004 as Baht 0.90 per share which comes from BOI project, Kabinburi 3 promotional certificate No. 1329(1)/2544 = Baht 53.0 million and Lamphun 2 promotional certificate No. 1396/2543 = Baht 55.0 million. The payment will be on May 20, 2005. 2. Approve for the amendment of the articles of association of the company for getting along with the notification of the Stock Exchange of Thailand about disclosure the information and operation of the listed company in category of connected transaction B.E. 2546 (2003), No. 2 : B.E. 2547 (2004), and No. 3 : B.E. 2547 (2004) respectively, or otherwise such transactions related to the acquisition or disposal of assets of SET listed companies, according to the announcement by The Board of Governors of The Stock Exchange of Thailand regarding information and operations disclosure on assets acquisition or disposal by SET listed companies B.E. 2547 (2004) which purpose to the shareholder meeting for approval, as the followings. Chapter 8 Additional Provision Article 65. In the case where the company or its subsidiaries enters into such transaction considered to be connecting transaction, according to the announcoment by The Board of Governors of The Stock Exchange of Thailand regarding information and operations disclosure for connecting transactions by SET listed companies B.E. 2546 (2003), No. 2 : B.E. 2547 (2004), and No. 3 : B.E. 2547 (2004) respectively, or otherwise such transactions related to the acquisition or disposal of assets of SET listed companies, according to the announcement by The Board of Governors of The Stock Exchange of Thailand regarding information and operations disclosure on assets acquisition or disposal by SET listed companies B.E. 2547 (2004), as the case may be, the company or its subsidiaries shall thereupon be required to follow such methods and procedures being specified in such related announcements. However, above paragraph shall not be applicable to such transactions relating to any securities not being registered in The Stock Exchange of Thailand. 3. 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 5, 2005 at 12.00 AM. until the meeting will finish. 4. Set the 31st Ordinary shareholders meeting on Monday, April 25, 2005 at 10.30 AM. at Montien Riverside Hotel, 372 Rama 3 Road, Bangklo, Bangkorleam, Bangkok, Chao Praya Room 2. 5. The agenda for the shareholder meeting will : Agenda 1 Certification of the minutes of the 30th Ordinary Shareholders Meeting 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, 2004. Agenda 4 Consideration for the approval of the appropriation of profit and 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 association of the company. Agenda 8 Other issues (if any). 6. To approve loan to connected persons 6.1 The date on which the transaction occurred : On the date of changing the promissory note which has the limit = Baht 13 million. 6.2 The parties involved Lender : Thanulux Public Company Limited Borrower : SSDC (Tigertex) Co., Ltd. registered capital Baht 270 million, fully paid-up, the nature of the business : textiles dyeing, bleaching and finishing. Lender : S. Apparel Co., Ltd. (Subsidiary of TNL) Borrower : International Leather Fashion Corp., Ltd. registered capital Baht 50 million, fully paid-up, the nature of the business : leatherware manufacturing. 6.3 The general characteristics of the transaction : The category for financial assistance transaction. 6.4 General transaction description : 6.4.1 The term of loan : Promissory note in the term of at call the rate of interest will be at least more than 0.5% per annum of average deposited rate of five commercial banks. 6.4.2 Total value : Baht 13 million 6.4.3 Transaction rationale : To support the joint venture and the companies which are our supply chain. 6.4.4 The sources of funds : Company is working capital 6.4.5 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% Hold in International Leather Fashion Corp., Ltd. 14.00% I.C.C. International Plc. Hold in Thanulux Plc. 10.02% Hold in SSDC (Tigertex) Co., Ltd. 19.58% Hold in International Leather Fashion Corp., Ltd. 14.00% Mr. Boonsithi Chokwatana Chairman of Thanulux Plc. Vice chairman of I.C.C. International Plc. Director of Saha Pathana Inter-Holding Plc. Director of SSDC (Tigertex) Co., Ltd. Mr. Manu Leelanuwatana Vice chairman of Thanulux Plc. Director of SSDC (Tigertex) Co., Ltd. Mrs. Varindr Leelanuwatana Managing director of Thanulux Plc. Chairman of International Leather Fashion Corp., Ltd. Ms. Dusadee Soontrontumrong Deputy managing director of Thanulux Plc. Managing director of International Leather Fashion Corp., Ltd. Mr. Somchai Songsakdecha Director of Thanulux Plc. Director of SSDC (Tigertex) Co., Ltd. 6.4.6 Interested directors not attend the meeting and not vote 6.4.7 Opinions by the companys Board of Directors and The Audit Committee : Agree the loan for strengthening the joint venture companys financial situations which we will get benefit from financial management. The interest rate is at least more than 0.5% per annum of average deposited rate of five commercial banks. 6.4.8 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 100 million or less than 3% of Net Tangible Asset (NTA) whichever is lower. The companys NTA ending 31 December, 2004, was Baht 61.78 million which must be approved from the Board of Directors and to disclose the information to The Stock Exchange of Thailand, it was not necessary to be approved from the shareholders. 7. To approve the category for an assets or services transaction to detail as follows 7.1 The date on which the transaction occurred : Start on January 1, 2005 7.2 The parties involved : 13 companies No. Connecting persons Relationship 1. Total Way Image Co., Ltd. Co- Major shareholder - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mrs. Varindr Leelanuwatana - Ms. Dusadee Soontrontumrong - Mr. Wichai Suthitivanich 2. Thai Monster Co., Ltd. Co- Major shareholder - Saha Pathana Inter-Holding Plc. Co-Management - Mr. Manu Leelanuwatana - Mrs. Varindr Leelanuwatana - Ms. Dusadee Soontrontumrong 3. International Leather Fashion Co- Major shareholder Corp., Ltd. - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mrs. Varindr Leelanuwatana - Ms. Dusadee Soontrontumrong 4. Thai Takaya Co., Ltd. Co- Major 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 No. Connecting persons Relationship 5. S. Apparel Co., Ltd. Co- Major shareholder - Saha Pathana Inter-Holding Plc. Co-Management - Mr. Manu Leelanuwatana - Mr. Somchai Songsakdecha - Mrs. Varindr Leelanuwatana - Mr. Supotch Pakaworawuth 6. I.C.C. International Plc. Co- Major shareholder - Saha Pathana Inter-Holding Plc. Co-Management - Mr. Boonsithi Chokwatana - Mr. Manu Leelanuwatana - Mr. Somphol Chaisiriroj 7. Deluxe Bijou Societe Co-Management Anonyme - Mrs. Varindr Leelanuwatana - Ms. Dusadee Soontrontumrong 8. Morgan De Toi (Thailand) Co- Major shareholder Ltd. - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mrs. Varindr Leelanuwatana - Mr. Wichai Suthitivanich 9. PTK Multi Services Co., Ltd. Co- Major shareholder - Saha Pathana Inter-Holding Plc. 10. Thai Wacoal Plc. Co- Major shareholder - Saha Pathana Inter-Holding Plc. Co-Management - Mr. Boonsithi Chokwatana - Mr. Manu Leelanuwatana No. Connecting persons Relationship 11. Thai Itokin Co., Ltd. Co- Major shareholder - Saha Pathana Inter-Holding Plc. Co-Management - Mr. Boonsithi Chokwatana 12. Celebrate Warose Co., Ltd. Co- Major shareholder - Ramasorn Thaveekarn Co., Ltd. Co-Management - Ms. Dusadee Soontrontumrong - Mr. Wichai Suthitivanich 13. SSDC (Tigertex) Co., Ltd. Co- Major shareholder - Saha Pathana Inter-Holding Plc. - I.C.C. International Plc. Co-Management - Mr. Boonsithi Chokwatana - Mr. Manu Leelanuwatana - Mr. Somchai Songsakdecha 7.3 The general characteristics of the transaction : 7.3.1 Transaction regarding rental of immovable property of not exceeding 3 years which does not have general trading condition. The total amount is not more than Baht 10.0 million. 7.3.2 The details of assets or service in the part of income such as Processing Data Service and Consultancy Fee Income. The total amount is not more than Baht 10.0 million. 7.3.3 Supporting normal business transaction in the part of expenditure which does not have general trading condition, such as consultancy expense. The total amount is not more than Baht 5.0 million. 7.3.4 The details of assets or service in the part of expenditure, such as Rental Expense (movable assets) and Security Expense. The total amount is not more than Baht 5.0 million. 7.4 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. Processing data service, 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. Rental Expense (movable assets), the price is depend on the market price Security Expense, the price will depend on the amount of security guard. 7.5 Interested directors not attend the meeting and not vote. 7.6 Opinions by the company is Board of Directors and The Audit Committee : Agree to approve the transaction as article 7.3.1 - 7.3.4 They are the normal business transaction. It will support and 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. 7.7 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 rental of immovable assets not exceeding 3 years which does not have general trading condition, category for supporting normal business transaction which does not have general trading condition, 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. The company is NTA ending 31 December 2004, was Baht 61.78 million which must be approved from the Board of Directors and to disclose the information to The Stock Exchange of Thailand by it did not approve from the shareholders. 8. Change in loan facility condition extended to Thai Asahi Kasei Spandex Co.,Ltd. With reference to earlier resolutions adopted by Thanulux Public Company Limited at its Executive Boards meeting No.4/2004 on April 19, 2004, and its Audit Committee is meeting No. 4/2004 on April 20, 2004, authorizing loan facility extension to Thai Asahi Kasei Spandex Co.,Ltd., which represented connecting transaction of amount Baht 20.8 million, carrying interest rate equivalent to MMR rate for 6-month period as specified by The Siam Commercial Bank Plc., the company now wishes to report certain change in said loan facility condition to the SET as following. Thai Asahi Kasei Spandex Co., Ltd., has therefore requested the company to set the interest rate as the average of MMR rate of commercial banks. Board of Directors meeting has adopted the resolution authorizing the change in applicable as requested by Thai Asahi Kasei Spandex, whereas other loan facility conditions still remain the same. Said condition change is intended to support such business with company investment as well as to facititate further supply chain management activities. Those company directors having possible conflict of interests did not attend nor cast votes at the meeting. Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Deputy managing director