26 กุมภาพันธ์ 2553

Attachment 1 Information Memorandum on Connected Transaction

(Attachment 1) Information Memorandum on Connected Transaction Subject : The Service Agreement with Harng Central Department Store Ltd. Due to changes in some business factors, the consideration of service agreement fee between Central Pattana Public Co., Ltd. and its subsidiaries ("CPN") with Harng Central Department Store Ltd. ("HCDS") was affected. This includes the closing of CentralPlaza Lardprao for renovation, the criteria determination for management fee payment from the hotel business that CPN has outsourced to an external entity and other cases that were under consideration as according to the company's plan. Therefore, HCDS and CPN have agreed to further discussion, which may require some time to clarify the procedure in management fee collection, in order for suitability with the nature of the business and other factors that may affect the specification of the terms and conditions of service agreement. HCDS proposed the cancellation of terms and conditions in the previous proposal, for which the company's Board of Directors approved the entry into service agreement with HCDS in meeting No.6/2009 on November 4, 2009 (the details of which were disclosed to the Stock Exchange of Thailand on November 4, 2009). Additionally, HCDS has proposed to collect management fee until conclusion regarding the mentioned service agreement is obtained, subjected to maximum period of one year, so that both parties may reconsider the terms and conditions of the agreement in the mean time. The information of the transaction are as follows: 1. Date of Transaction 1 January 2010 - 31 December 2010 2. Involved Parties and Relationship Service receiver: Central Pattana Public Co., Ltd. and its subsidiaries ("CPN") Service provider: Harng Central Department Store Ltd. ("HCDS") Relationship : The majority shareholders of both CPN and HCDS are members of Chirathivat family, (persons and juristic persons) who hold totaling 60% in CPN and 100% in HCDS respectively. 3. Characteristics of the Connected Transaction 1) The monthly payment of management service fee is calculated from 0.75% of CPN's rental and service revenues, including revenue from properties that are managed by CPN. 2) The minimum and maximum management service fees per month are increased from present agreement in 2009 by 5%. The details are as follows: Minimum management service fee is 5,457,375 baht/month Maximum management service fee is 8,180,550 baht/month 3) Giving a condition that the actual average monthly management service fees calculated under 1) and 2) shall not exceed 0.65% of the rental and service revenues (apply whichever amount that is lower to the payment on connected transactions). 4. Transaction Value Maximum value of management service fees for 1 year will not exceed 98,166,600 baht or 0.68% of net tangible assets, calculated from consolidated financial statements as of September 30, 2009. 5. Criteria Used in Determining a Transaction's Total Value and Total Consideration Based on allocation basis of actual costs of the service provider. 6. Opinion of the Board of Directors and Audit Committee The directors with no conflict of interests and the Audit Committee have agreed that the service provided by HCDS is beneficial to CPN's business operation due to HCDS's experience, knowledge and understanding in retail business. In addition, the offered terms and conditions of the agreement from HCDS is beneficial to CPN and is better than the existing agreement. The new agreement is more reasonable and does not cause a transfer of benefits. Therefore, the Board of Directors has approved of entering into a service agreement with HCDS.