News Detail

Date/Time
11 Aug 2017 08:56:00
Headline
Approval of transactions with connected persons.
Symbol
TNL
Source
TNL
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                Connected transaction


(Translation)

No. Tor.Hor. 041/2560
August 10, 2017

Subject    :  Approval of transactions with connected persons.
Attention    :  Director and Manager of the Stock Exchange of Thailand

The board of directors meeting No. 5/2017 of Thanulux Public Company Limited 
held on August 10, 2017 had approved transactions with connected persons as
follow:

1. Approval on buying asset from Thai Takaya Co., Ltd., the transaction details 
are as below:
-    Transaction date     :        Within September 2017.
-    The parties involved     
-    Buyer     :        Thanulux Plc.
-    Seller     :            Thai Takaya Co., Ltd. - connected person.
-    Nature of relationship     
1.    Mutual major shareholders        Percentage of Shareholding
                                        Thanulux Plc.       Thai Takaya Co., Ltd.
                    Saha Pathana Inter-Holding Plc.               23.52%           
          10.00%
                    I.C.C. International Plc.                           11.09%     
                10.00%

2.    Mutual directors                  Position        
                                    Thanulux Plc.       Thai Takaya Co., Ltd
- Mrs.Varindr Leelanuwatana    Chairman         Director
            Chief Executive Officer
    - Mr.Supotch pakaworawuth      Managing director     Chairman

-    Transaction detail
-    Nature of transaction     :    Buying 75 sewing machines with relevant equipment at 
Baht 1.70 million. And also washing machine with relevant equipment at Baht 1.50
 million.
-    Total asset value     :    Baht 3.20 million (exclude VAT)
-    Criteria for setting total    :    Book value as of July 31, 2017 less discount at 
15-20%
asset value        approximately base on condition and usability.
-    Funding source    :    The Company's working capital.
-    Investment objective    :    Usage for benefit of the Company's business.
-    General detail of connected transaction
-    Transaction type     :    Assets or services.
-    Transaction size    :    
    This transaction is connected transaction according to notification of the 
Capital Market Supervisory Board No.TorJor 21/2551 on the rules of the connected
transactions regarding assets or services with volume higher than 1 million
Baht but lower than 20 million Baht or higher than 0.03% but lower than 3% of
Net Tangible Asset (NTA) whichever is higher.
    As of March 31, 2017, 0.03% of NTA is Baht 1.06 million and 3% of NTA is Baht 
106.35 million. Therefore, the size of above transaction (Baht 3.20 million)
combine with transactions occurred during 6 months as follow:
News on May 12, 2017,
- Land leasing from Saha Pathana Inter-Holding Plc.,         Baht 75.02 million
News on June 13, 2017,
- Buying ordinary shares of S. Apparel Co., Ltd. from        Baht 2.75 million
  Saha Pathana Inter-Holding Plc.,
          Total transactions size                    Baht 80.97 million
    This transaction must be approved by the board of directors and also be 
disclosed to The Stock Exchange of Thailand but need not to be approved by the
shareholders meeting.
-    Acquisition or disposal of assets.
-    Transaction size    :    
    This transaction is not under the rules regarding acquisition or disposal of 
assets having significant value for listed companies as the transactions value,
combining with all transaction occurred during 6 months below does not exceed
15% by applying total remuneration value criteria:
News on May 12, 2017,
 - Procurement for construction of factory with            Baht 97.02 million    
   Pitakkij Company Limited. (including lease of land from
   Saha Pathana Inter-Holding Plc. and construction of factory)


News on June 13, 2017,        
 - Invest in convertible debentures of                 Baht 38.74 million
   Saha Pathana Inter-Holding Plc.                
-  Buying ordinary shares of S. Apparel Co., Ltd.        Baht 2.75 million
   from Saha Pathana Inter-Holding Plc.
         Total transactions size                     Baht 141.71 million
As of March 31, 2017, the Company's total asset is Baht 4,198.55 million. By 
applying total remuneration value criteria, the transactions size is equivalent
to 3.38%.

-    Interested Directors    :    Mrs.Varindr Leelanuwatana and Mr.Supotch Pakaworawuth.
    left the meeting and ineligible to vote
-    Opinions by the Company's    :      With regard to usable condition of the assets 
including     Board of Directors        price and relevant terms which are reasonable,
agreed             to approve buying assets from Thai Takaya Co., Ltd. to             utilize in
the Company's business.     
-    Opinions by Audit Committee    :   - none -
or director which different from the Board of Directors
            
2. Approval on loan guarantee based on investment proportion for Sahapat Real 
Estate Co., Ltd.
-    Transaction date     :    September 1, 2017.
-    The parties involved     
-    Guarantor     :    Thanulux Plc.
-    Applicant     :    Sahapat Real Estate Co., Ltd. - connected person.
-    Nature of relationship     
    1. Mutual major shareholders                                Percentage of 
Shareholding
                                        Thanulux Plc.  Sahapat Real Estate Co., Ltd.
                    Saha Pathana Inter-Holding Plc.               23.52%           
          40.00%
                    I.C.C. International Plc.                           11.09%     
                19.90%

                2. Mutual director     Mr.Thamarat Chokwatana, director of Thanulux
 Plc. and Sahapat Real Estate Co., Ltd.

-    Nature of transaction    :    To provide the financial assistance by loan guarantee 
to connected persons based on 2.40 percent investment proportion.
-    Details of transaction
-    Applicant    :    Sahapat Real Estate Co., Ltd. - connected person
-    Nature of business    :    Real Estate Development
-    Registered capital    :    Baht 250 million divided into 10 million shares at 
            Baht 25 each.
-    Bank loan amount    :    Baht 700 million long term loan from Bank of Ayudhya Public
Company Limited with 7 years repayment period for investment in warehouse
project.
-    Value of guarantee    :    Baht 16.80 million based on investment proportion  (2.40 
percent of total loan amount of Baht 700 million)
-    Guarantee period    :    7 years

-    Purpose of transaction    :    Support business of the invested company.
-    Interested directors    :    Mr.Thamarat Chokwatana, left the meeting and ineligible
 to vote.
-    Opinions by the Company's      :    This transaction will provide financial support 
in order to
    Board of Directors        strengthen the invested company's business to achieve
                its business target as planned.
-    Opinions by Audit Committee    :  - none -
or director which different from the Board of Directors

-    Transaction type    :    
    This transaction is connected transaction according to notification of the 
Capital Market Supervisory Board No.TorJor.21/2551 on the rules of the connected
transactions under category 5, regarding financial assistance by providing loan
guarantee base on investment proportion with volume lower than 3% of Net
Tangible Asset (NTA) or Baht 100 million (low value).
    As of March 31, 2017, 3% of NTA is Baht 106.35 million. Therefore, this 
transaction must be approved by the board of directors and also be disclosed to
The Stock Exchange of Thailand but need not to be approved by the shareholders
meeting.



    Please kindly acknowledge.
Faithfully Yours,

Dusadee  Soontrontumrong

 (Miss Dusadee  Soontrontumrong)
Deputy managing director and CFO
______________________________________________________________________
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