03 สิงหาคม 2541

REPORT THE RESOLUTIONS OF BOARD OF DIRECTORS MEETING#6/98

Ref. SS/0938/1998 August 3, 1998 Director and Manager of The Stock Exchange of Thailand Re: Report the Resolutions of the Board of Directors Meeting # 6/1998 The Sansiri Public Company board of directors meeting (# 6/1998) held on July 31, 1998 at 2.00 p.m. , has passed the following resolutions: 1. THAT the Company will restructure and settle its debt owe to the Siam Sanwa Industrial Credit Public Company Limited as of July 31, 1998 in amount of Baht 36,863,013.70 (Thirty Six Million Eight Hundred Sixty Three Thousand Thirteen Baht and Seventy Stang) comprising the principle amount of Baht 30,000,000.- (Thirty Million Baht Only) and the accrued interest of Baht 6,863,013.70 (Six Million Eight Hundred Sixty Three Thousand Thirteen Baht and Seventy Stang). This debt has been incurred under promissory note and/or bill of exchange which were due on demand. Due to slump of the real estate business the Company was unable to pay the interest so that the Company negotiated to restructure and settle its loan by transfering the condominuim unit and transfering the land title deed to the Siam Sanwa Industrial Credit Public Company Limited details as follow: 1.1 The condominuim unit in Baan Ploenchit Condominuim unit No. 67/128 with the unit area of 227.03 sqm. and the area of its balcony of 134.67 sqm., located on the 15-16th floor of the Baan Ploenchit Condominuim Building, registration No. 4/2539, built in the land title deed number 5302 and 5303 Tumbol Suan Lumpinee (Bangkapi Fhung Tai) Amphur Patumwan (Bangkapi). 1.2 The land title deed No. 2511 , 2390 , 2395 , 2396 , 695 , 696 Tumbol Maabyangporn , Amphur Pluak-deang , Rayong Province. 1.3 The land title deed (Nor.Sor. 3 Kor.) 574 , the land No. 28 Tumbol Maabyangporn , Amphur Pluak-deang , Rayong Province. 2. THAT the Company will offer its new issue shares in the amount of 500,000 shares (Five Hundred Thousand Shares) with the par value of Baht 10.- (Ten Baht) each to the Siam Sanwa Industrial Credit Public Company Limited , one of the 17 institutional investors as specified in the SEC Announcement , at the price of Baht 10.- (Ten Baht) per share. The share subscription period of the said offer will commence from July 31 , 1998 to August 6, 1998 during 8.00 - 17.00 hour each day , provided that if the total amount of the offering shares are subscribed on any day earlier than the last day of the said subscription period , such day will deemed to be the closing date of the subscription period. -2- Thus the objective of this shares offering was to raise money from the Siam Sanwa Industrial Credit Public Company Limited to repay the outsatnding debt owe to it. Prior to this offering, the Siam Sanwa Industrial Credit Public Company Limited did not hold any shares in the company so that after the subscription of the said offering shares , the Siam Sanwa Industrial Credit Public Company Limited will hold 500,000 shares (Five Hundred Thousand Shares) in the Company which equal to 0.72 % of the Companys paid up capital. 3. THAT the Company will restructure and settle its debt owe to the Muang ThaiLife Assurance Company Limited as of July 27, 1998 in amount of Baht 22,155,068.49 (Twenty Two Million One Hundred Fifty Five Thousand Sixty Eight Baht and Forty Nine Stang) comprising the principle amount of Baht 20,000,000.- (Twenty Million Baht Only) and the accrued interest of Baht 2,155,068.49 (Two Million One Hundred Fifty Five Thousand Sixty Eight Baht and Forty Nine Stang) This debt has been incurred under 2 promissory notes , issued by the Company to the Muang ThaiLife Assurance Company Limited to repay the debt under the bill of exchange issued by the Company and avalled by the United Finance Public Company Limited which was dued after the United Finance Public Company Limited, as the avaller, was temporarily closed down by the Bank of Thailand so that it was unable to fulfiled its obligation, as follows: Note 1. in the amount of Baht 20,000,000.- (Twenty Million Baht Only) due to be paid on September 30 , 1998. Note 2. in the amount of Baht 2,155,068.49 (Two Million One Hundred Fifty Five Thousand Sixty Eight Baht and Forty Nine Stang) due to be paid on September 30 , 1998. So that the Company negotiated to restructure and settle its loan by transfering the condominuim unit in Baan Ploenchit Condominuim unit No. 67/30 with the unit area of 63.47 sqm. and the area of its balcony of 6.16 sqm., located on the 4th floor and unit No. 67/116 with the unit area of 112.74 sqm. and the area of its balcony of 34.78 sqm., located on the 12th floor of the Baan Ploenchit Condominuim Building, registration No. 4/2539, built in the land title deed number 5302 and 5303 Tumbol Suan Lumpinee (Bangkapi Fhung Tai) Amphur Patumwan (Bangkapi) to the Muang ThaiLife Assurance Company Limited. -3- 4. THAT the Company will offer its new issue shares in the amount of 1,222,438 shares (One Million Two Hundred Twenty Two Thousand Four Hundred and Thirty Eight Shares) with the par value of Baht 10.- (Ten Baht) each to the Muang ThaiLife Assurance Company Limited , one of the 17 institutional investors as specified in the SEC Announcement, at the price of Baht 10.- (Ten Baht) per share. The share subscription period of the said offer will commence from July 31 , 1998 to August 6, 1998 during 8.00 - 17.00 hour each day , provided that if the total amount of the offering shares are subscribed on any day earlier than the last day of the said subscription period , such day will deemed to be the closing date of the subscription period. Thus the objective of this shares offering was to raise money from the to repay the Muang ThaiLife Assurance Company Limited outsatnding debt owe to it. Prior to this offering, the Muang ThaiLife Assurance Company Limited did not hold any shares in the company so that after the subscription of the said offering shares , the Muang ThaiLife Assurance Company Limited will hold 1,222,438 shares (One Million Two Hundred Twenty Two Thousand Four Hundred and Thirty Eight Shares) in the Company which equal to 1.76 % of the Companys paid up capital. Yours sincerely, ....Srettha Thavisin.. Mr. Srettha Thavisin - Managing Director