SET Announcements

(Enclosure 4) INFORMATION MEMORANDUM ACCORDING TO SCHEDULE (1) FOR THE DISPOSITION OF ASSETS OF THE COMPANY On 10 October 2003, the Board of Directors of the Company approved the Company to proceed with the project (the "Project") led by an asset management company who will set up a property fund for public offering (property fund type 1) / ("Fund"). When the Fund has been set up, the subsidiary of the Company will sell its assets, "Sofitel Silom Bangkok Hotel" to the Fund according to details provided below. 1. Date of Transaction: Within 6 months from the approval date of shareholders in the Extraordinary Shareholders Meeting#1/2003 2. Parties Involved: Richee Holding Alliance Company Limited, a wholly owned subsidiary of the Company (the "Subsidiary") and the Fund which will be set up according to the Notification of the Securities and Exchange Commission (SEC) No. Gor Nor. 1/2002 Note: The project, currently under negotiation and process among the Company, a financial advisor to the Company, and an asset management company, will be submitted to SEC for approval. 3. General Characteristics of Transaction: The Disposition of the assets of the Subsidiary of the Company to the Fund, the value of which, calculated in accordance with any of the bases specified by the Stock Exchange of Thailand, is equal to 50 per cent or more but lower than 100 per cent, which is classified as Class 1 Transaction. As of 30 June 2003, the Company's net tangible assets reported in the consolidated financial statement were THB 3,604 Million. After the disposition The Subsidiary will lease the Assets from the Fund. The lease payment to the Fund will generate expected return on investment to the unit holders of the Fund at appropriate rate. And the Company and/or the Subsidiary will invest in the Fund by holding the units in the number of no greater than one-third of the Fund total units issued and paid up of the Fund. The purchase price of the units will be the same as those offered to other investors. 4. Details of Assets to be Disposed: Sofitel Silom Hotel (the "Assets"); comprising 587 square wah land plot, 38- floor building with 454 rooms, 4 restaurant outlets, and car park. 5. Total Value of the Consideration: The expected payment will not be lower than the costs of the Assets plus transaction costs associated with the selling and transferring of the Assets to the Fund and the set up costs of the Fund. (The exact selling price and terms of payment will be determined after a mutual agreement among the Company, a financial advisor to the Company and an asset management company). 6. Total Value of Assets to be Disposed off: Approximately THB 2,100 Million (recorded as at 30 June 2003). 7. Basis Used to Determine the Value Consideration: The price will be agreed upon among The Company, the financial advisor and the asset management company based on the appraisal value from of independent appraisers 8. Amount of Net Profit generated by the Assets to be Disposed off: Approximately loss of THB 49 Million in the fiscal year 2001 (or loss of THB 4 Million before interest expense), loss at THB 151 Million in the fiscal year 2002 (or loss of THB 59 Million before interest expense) and loss at THB 46 Million in the first half of the fiscal year 2003 (or loss of THB 3 Million before interest expense). 9. Benefits Expected to be generated from the transaction: The sale proceeds will be used as working capital and for business expansion in residential project development that will eventually benefit the shareholders. 10. Proposed Utilization of the Proceeds: 1. Loan prepayment to the Company's financial creditors 2. Investment in the Fund within the limit allowed by the SEC. 3. Working capital for business expansion in residential project development. 11. Conditions for the Disposition of the assets: 1. The disposition of Assets must be approved by the shareholders of the Company and the shareholders of the Subsidiary of the Company 2. The set up of the Fund must be approved by the SEC 3. A mutual agreement between the Company and the Subsidiary and the asset management company regarding the purchase and transfer of the Assets 4. All relevant contractual obligations between the Company and/or the Subsidiary and the counter parties must be agreed upon. In this regards, the Chief Executive Officer, the President, the Executive Vice President, and/or other persons of the Company are authorized to carry out the details of the Transactions, including but not limited to negotiating and entering into any contractual obligation and/or agreement, and reporting to the Securities and Exchange Commission and the Stock Exchange of Thailand and other relevant parties, for the completion of the Transactions