13 February 2004
SUBJECT : Report on Board of Directors'' Resolutions regarding connected
transactions
ATTN : The President
Stock Exchange of Thailand
Ref. : SET''s Notification "Disclosure of Information and Procedures of Listed
Company regarding connected transactions for the year 2003"
ASIA would like to inform that the Board meeting no. 2/2004 on 13 February 2004 approved
connected transaction of ASIA, having details as follows:
1. Transaction between Asia Hotel Public Company Limited and Nam Seng Insurance
Public Company Limited
1. Parties involved
Parties Involved: Asia Hotel Public Company Limited. "ASIA" as Insured
Nam Seng Insurance Public Company Limited "NSI" as Insurer
Transaction Date: 15 February 2004
2. Description of transaction
2.1 Fire Insurance Property Insured - Hotel and office
Amount Insured 600 MB
Period of Insurance 15 February 2004 to 30 May 2005
2.2 Limit of liability for third party not exceed 10 MB for loss of life and medical
payment and damage of property
Period of Insurance 23 March 2004 to 30 May 2005
3. Size of transaction: Net premium including stamp duty and VAT of Baht766,000 for
8 installment from March to October 2004
4. Connected person having relationship as follows:
ASIA NSI
Mr.Kumpol Techaruvichit Chairman of the Board and Chairman of the Board
Managing Director
% of share held in ASIA= 1.09% % of share held in NSI =0.14%
Mr.Dhani Jaroenchaiyapongs Director and Audit Committee Managing Director
% of share held in ASIA = 0.15 % of share held in NSI =0.54%
5. Interested directors not attend the meeting and not vote are Mr.Kumpol Techaruvichit
and Mr.Dhani Jaroenchaiyapongs
6. Board of Directors and Audit Committee: Approved such connected transaction due
to reasonable price and good services.
According to the Board meeting no. 13/2003 on 12 December 2003 approved 2
connected transactions of its subsidiaries(item 2,3),to be reported to the SET, having
details as follows:
2. Transaction between Asia Airport Hotel Co., Ltd. and Nam Seng Insurance Public
Company Limited
1. Parties involved
Parties Involved: Asia Airport Hotel Co., Ltd. "AA" (ASIA''s subsidiary company) as Insured
Nam Seng Insurance Public Company Limited "NSI" as Insurer
Transaction Date: 27 December 2003
2. Description of transaction
2.1 Fire Insurance Property Insured - Hotel and office
Amount Insured 800 MB
Period of Insurance 27 December 2003 to 27 December 2004
2.2 Limit of liability for third party not exceed 10 MB for loss of life and medical
payment and damage of property
Period of Insurance 27 December 2003 to 27 December 2004
3. Size of transaction: Net premium including stamp duty and VAT of Baht1,160,000
for 8 installment from February to September 2004
4. Connected person having relationship as follows:
ASIA NSI
Mr.Kumpol Techaruvichit Chairman of the Board and Chairman of the Board
Managing Director
% of share held in ASIA= 1.09% % of share held in NSI =0.14%
% of share held in AA =0.00003%
Mr.Dhani Jaroenchaiyapongs Director and Audit Committee Managing Director
% of share held in ASIA = 0.15% % of share held in NSI =0.54%
no. of share held in AA = none-
5. Interested directors not attend the meeting and not vote are Mr.Kumpol Techaruvichit
and Mr.Dhani Jaroenchaiyapongs
6. Board of Directors and Audit Committee: Approved such connected transaction due
to reasonable price and good services.
3. Transaction between Zeer Property Co., Ltd. and Nam Seng Insurance Public Company
Limited
1. Parties involved
Parties Involved: Zeer Property Co., Ltd. "ZP" (ASIA''s subsidiary company) as Insured
Nam Seng Insurance Public Company Limited "NSI" as Insurer
Transaction Date: 27 December 2003
2. Description of transaction
2.1 Fire Insurance Property Insured - Shopping Complex and car park building
Amount Insured 1,200 MB
Period of Insurance 27 December 2003 to 27 December 2004
2.2 Limit of liability for third party not exceed 10 MB for loss of life and medical
payment and damage of property
Period of Insurance 27 December 2003 to 27 December 2004
3. Size of transaction: Net premium including stamp duty and VAT of Baht1,720,000
for 8 installment from February to September 2004
4. Connected person having relationship as follows:
ASIA NSI
Mr.Kumpol Techaruvichit Chairman of the Board and Chairman of the Board
Managing Director
% of share held in ASIA= 1.09% % of share held in NSI =0.14%
% of share held in ZP = 3.25%
Mr.Dhani Jaroenchaiyapongs Director and Audit Committee Managing Director
% of share held in ASIA =0.15% % of share held in NSI =0.54%
no. of share held in ZP = none
5. Interested directors not attend the meeting and not vote are Mr.Kumpol Techaruvichit
and Mr.Dhani Jaroenchaiyapongs
6. Board of Directors and Audit Committee: Approved such connected transaction
due to reasonable price and good service.
Moreover, Asia Pattaya Hotel Co., Ltd.(its subsidiary company) had fire Insurance defined as
connected transactions with NSI which occurred in midyear of 2003. The period of insurance
will ended next year, therefore, there are not proposed to this Board''s meeting. The details of
transaction are as follows:
4. Transaction between Asia Pattaya Hotel Co., Ltd. and Nam Seng Insurance Public
Company Limited
1. Parties involved
Parties Involved: Asia Pattaya Hotel Co., Ltd. "AP" (ASIA''s subsidiary company) as Insured
Nam Seng Insurance Public Company Limited "NSI" as Insurer
Transaction Date: 30 May 2003
2. Description of transaction
2.1 Fire Insurance Property Insured - Hotel and office
Amount Insured 220.20 MB
Period of Insurance 30 May 2003 to 30 May 2004
2.2 Limit of liability for third party not exceed 10 MB for loss of life and medical
payment and damage of property
Period of Insurance 23 March 2003 to 30 May 2004
3. Size of transaction: Net premium including stamp duty and VAT of Baht230,000 for
8 installment from June 2003 to January 2004
4. Connected person having relationship as follows:
ASIA NSI
Mr.Kumpol Techaruvichit Chairman of the Board and Chairman of the Board
Managing Director
% of share held in ASIA= 1.09% % of share held in NSI =0.14%
% of share held in AP =0.08%
Mr.Dhani Jaroenchaiyapongs Director and Audit Committee Managing Director
% of share held in ASIA = 0.15% % of share held in NSI =0.54%
no. of share held in AP = none
The total value of transactions is Baht3,876,000.-, therefore, requires to report to SET
according to SET''s Notification.
This information is provided for notification to the SET and for disclosure to investors.
Best Regards,
(Mr. Kumpol Techaruvichit)
Chairman and Managing Director
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