Connected transaction: Renewal of a hotel management advisor agreement
August 10, 2022 at 06:21 pm IST
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(Translation)
CS 0160/2022
August 10, 2022
Subject:
Connected transaction: Renewal of a hotel management advisor agreement
Attn:
President
The Stock Exchange of Thailand
With reference to the Board of Directors' Meeting No. 5/ 2022 of Quality Houses Public Company Limited ("the Company") held on August 10, 2022 has resolved to approve a subsidiary to renew a hotel management advisor agreement to Mandarin Hotel that is owned by The Mandarin Hotel Public Company Limited ("Mandarin"). This transaction is classified as the connected transaction with the following details:
Transaction date
:
After the approval of the Board of Directors' meeting.
Connected parties
:
Employee : The Subsidiary of Quality Houses Public Company
Limited ("the Subsidiary")
Employer : The Mandarin Hotel Public Company Limited
("Mandarin")
Transaction description
:
Renewal of a hotel management advisor agreement to Mandarin
Hotel that is owned by Mandarin which also granted the right to
use the brand "Centre Point" for one year (1 October 2022 - 30
September 2023), with a renewal option upon mutual agreement.
The Board of Directors shall authorize the management to have
power to negotiate, agree and enter into any terms and conditions
of such agreement and other related agreements and any other
details as the management deem appropriated.
Value of connected
:
The remuneration is based on 2% of total revenues (excluding
Transactions
some categories of revenues that have already declared in the hotel
management advisor agreement) which is approximately Baht 8.16
Million per year (1 October 2022 - 30 September 2023).
Type and size of transaction
:
This transaction is considered normal support business without any
trade condition. The calculate size of this transaction is 0.0302%
which is more than 0.03% but less than 3% of the net tangible
assets ("NTA") based on the Company's consolidated financial
statement as of June 30, 2022. The size of transaction is considered
(Translation)
as a medium size. Therefore, the Company is required to get the
approval from the Board of Directors and has to disclose the
information to the Stock Exchange of Thailand.
Criteria for determining remuneration
:
The remuneration is similar to that of operators in the same
business.
Details of the connected persons
:
1) Ms. Piengjai Harnpanich and the connected person are the major
shareholders of The Mandarin Hotel Public Company Limited in the
portion of 55.85%, as well as being the mother of Mr. Anant
Asavabhokhin, the major shareholders of Land and Houses Public
Company Limited which is the major shareholders of Quality
Houses Public Company Limited.
2) Mrs. Suwanna Bhuddhaprasart is a Chairman of The Mandarin
Hotel Public Company Limited as well as being a Director of Quality
Houses Public Company Limited and the Subsidiary.
The connected director
:
Mrs. Suwanna Bhuddhaprasart did not attend the meeting and she
had no right to vote in this agenda.
The Board of Directors'
:
The Board of Directors' meeting has considered and given opinion
Opinion
that the connected transaction is reasonable and it is a normal
operation business of the Subsidiary.
The opinion of the Audit Committee
:
None
and/or the directors that different from
The Board of directors.
Please be informed accordingly.
Sincerely yours
Apinya Jarutrakulchai
(Ms. Apinya Jarutrakulchai)
Senior Executive Vice President
Corporate Secretary Department Tel. 0-2677-7000
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Quality Houses pcl published this content on 10 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2022 12:50:08 UTC.
Quality Houses Public Company Limited is a Thailand-based company, which is principally engaged in property development. The Company operates through four segments: real estate business, hotel business, rental business, and other. The real estate business segment consists of sales of land and houses and condominium units. The hotel business segment relates to the service of residential buildings. The rental business segment relates to the rental of office buildings. The others segment consists of providing management services for buildings and investing in businesses. Its projects are carried out under the brand names Q District, Prukpirom, and Laddarom. The Companyâs subsidiaries include Casa Ville Co., Ltd., Q.H. International Co., Ltd., Property Host Co., Ltd., The Confidence Co., Ltd., Q.H. Management Co., Ltd., Casa Ville (Rayong 2553) Co., Ltd., Casa Ville (Petchburi 2553) Co., Ltd., and Centre Point Hospitality Co., Ltd.