ข่าวแจ้งตลาดหลักทรัพย์

Ref. SS./ 0402 /2000 September 27, 2000 Subject : Report of the Resolutions of the Board of Directors # 6/2000 To : Director and Manager of The Stock Exchange of Thailand The Board of Directors of Sansiri Public Company Limited in meeting # 6/2000 held on September 27, 2000 at 16th Floor, Siripinyo Building, 475 Sri Ayutthaya Road, Rajthevi, Bangkok during 14.00 15.30 hours has approved the following resolutions: Item 1. It was unanimously resolved to approve the issuance and allotment of 5,000,000 (Five Million) newly issued shares with the par value of Baht 10 (Ten) each to Bank Thai Public Company Limited, who was qualified to be one of the 17 institutional investors as specified in the SEC Announcement, at the price of Baht 5 (Five) per share. Mr. Srettha Thavisin, the President was apoointed by the board of director to set the particular date, time and venue of the share subscription of the said offer in accordance with conditions to be further agreed. The objective of this share offering was to raise money to repay the outstanding debt of the Company owe to Bank Thai Public Company Limited. Prior to this offering, Bank Thai Public Company Limited did not hold any shares in the Company, so that after the subscription of the said share offering, Bank Thai Public Company Limited will hold 5,000,000 (Five Million) shares in the Company which equal to 1.78% of the Company's paid up capital. Item 2. It was unanimously resolved to ratify the execution of agreement by the Company for the purpose of the acquisition of investment in Point Asia Dot Com (Thailand) Ltd., the details of which are as follows: 1. The date on which the transaction will occur : October 31, 2000 2. The parties involved : Buyer : Sansiri Public Company Limited Seller : Point Asia Dot Com (Thailand) Ltd. Relationship with the company : -None- 3. The general characteristics : The entry into the transaction by the Company and its of the transaction size are not fell within any jurisdiction of the notification of the SET Re: Rule, Procedures and Disclosure of Connected Transaction of Listed Companies and Re: Rule, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Asset of Listed Companies. -2- 4. The details of assets acquired : - Securities : Ordinary shares - The company name : Point Asia Dot Com (Thailand) Ltd. - The nature of its business : Integrated Internet Business - Registered capital : Baht 44,570,000.- - Paid-up capital : Baht 44,570,000.- - Number of securities acquired : 38,000 shares - Purchasing price per share : Baht 721.50 - Proportion of securities holding before : -None- - Proportion of securities holding after : 0.85% - Board of directors : 1) Mr. Vivatvong Vichit-Vadakan 2) Mr. Vasant Chatikavanij 3) Mr. Suroj Lamsam 4) Mr. Tachpong Hotrabhavananda 5) Mr. David C Halpert 6) Mr. Donald Lee De Vivo 7) Mr. Karamjit Sing Butaria 8) Mr. Leong Shin Loong 9) Mr. Andrew Bauy 10) Mr. Lim Peng Koon - Major shareholders : Name % of shares held Loxley Business Information Technology Co., Ltd. 41% Singapore Telecommunications Limited 31% Zesiger Group 16% Citicapital Co., Ltd. 8% 5. The total value of the : Baht 27,417,000.- and the payment of the transaction and the condition purchasing would made on the transaction date of payment 6. The basis used to determine : Market Price of the consideration 7. The benefit expected to be received : Profit from operation, dividend 8. The source of funds : Income from operation -3- Item 3. It was unanimously resolved to ratify the execution of agreement by the Company for the purpose of the disposition of investment in Point Asia Access Co., Ltd. who is one of the Company's subsidiaries, the details of which are as follows: 1. The date on which the transaction will occur : October 31, 2000 2. The parties involved : Buyer : Point Asia Dot Com (Thailand) Ltd. Seller : Sansiri Public Company Limited Relationship with the company : -None- 3. The general characteristics : The entry into the transaction by the Company and its of the transaction size are not fell within any jurisdiction of the notification of the SET Re: Rule, Procedures and Disclosure of Connected Transaction of Listed Companies and Re: Rule, Procedures and Disclosure of Information Concerning the Acquisition and Disposition of Asset of Listed Companies. 4. The details of securities disposed of: - Securities : Ordinary shares - The company name : Point Asia Access Co., Ltd. - The nature of its business : E-business - Registered capital : Baht 10,000,000.- - Paid-up capital : Baht 10,000,000.- - Number of securities disposed of : 250,000 shares - Purchasing price per share : Baht 109.668 - Proportion of securities holding before : 55% - Proportion of securities holding after : 30% 5. The total value of the : Baht 27,417,000.- and the payment of the transaction and the condition purchasing would made on the transaction date of payment 6. The basis used to determine : Market Price of the consideration -4- 7. The benefit expected to be received : Profit from operation, divident 8. The source of funds : Income from operation Item 4. It was unanimously resolved to rectify the execution of agreement by the Company for the purpose of the disposition of investment in Sansiri Home Network Co., Ltd., by selling shares equal to 30% of its registered capital (at present, equal to 30,000 (Thirty Thousand) shares which par value of Baht 10 (Ten) each) to Point Asia Dot Com (Thailand) Co., Ltd. who agreed to pay the price of the said shares by issue and allot of its newly issued shares, in the number of 62,000 (Sixty Two Thousand) shares, at the par value of Baht 10 (Ten) each. The number of shares of Sansiri Home Network Co., Ltd. to be disposed, the buying and selling price of both companies will be mutually agreed upon before this transaction will be occurred in the next 6 months after the execution of this agreement. Please be informed accordingly. Yours truly, (Mr. Srettha Thavisin) President