To manage Centre Point Ratchadamri project and re-appoint AC

(Translation)

Ref No. Bor.Chor.Ngor. 0621/2007

November 12, 2007

Subject: Notification of the resolution of the Board of Directors Meeting of Quality Houses Public Company Limited No. 10/2007

Attn: The President The Stock Exchange of Thailand.

Enclosure: Information on connected transaction of Quality Houses Public Company Limited

The resolution of the Board of Directors Meeting No. 10/2007 of Quality Houses Public Company Limited ("the Company"),held on November 12, 2007, 16.00 p.m., at the conference room, 7th floor of Q.House Lumpini Building, 1 South Sathorn Road, Tungmahamaek, Sathorn, Bangkok, has resolved as follows:

1. to approve the Company and/or its subsidiary company to take employment in managing "Grande Centre Point Hotel & Residence Ratchadamri" Project ("the Project") for L&H Property Co., Ltd. ("the Connected Company"). The Company or Subsidiary shall enter into 3-year Management Agreement,with option to renew 3-year-contract in each renewal.The Company or Subsidiary shall receive remunerations from Operation Software Usage Fee, Annual Management Fee, Incentive Management Fee depend on total revenue and net operating profit and actual remuneration paid to the Company or Subsidiary employees who duly work in the Project together with other operating cost in relation to managing the Project, in the total amount throughout 3-year-contract shall be at Baht 76.9 Million. The Board of Directors have appointed the Managing Director to be authorized person to negotiate, accept and sign in agreement(s) and other related document(s) and to negotiate for determinate remuneration in managing the Project and other related details as appropriated.

The said transaction is classified as connected transaction because major shareholders of the Connected Company named Land & House Public Company Limited and Reco Resort Pte., Ltd. (major shareholders are the same group of Government of Singapore Investment Corporation Pte., Ltd.((GIC)),are major Shareholders of L&H Property Co.,Ltd.Furthermore, GIC is major shareholder of the Company and there are people categorized as connected person who have no right to vote to approve this transaction,which are Mr.Anant Asavabhokhin and Mr. Adisorn Thananun-narapool. Calculated value of this transaction is greater than Baht 20.0 Million or greater than 0.03 per cent of Net Tangible Assets of the Company as of September 30, 2007, but less than 3 per cent of Net Tangible Assets of the Company as of September 30, 2007. Therefore, the approval from the Board of Directors of the Company is required and the arrangement of report and disclosure of this transaction to the Stock Exchange of Thailand have to be done.The Directors of the Company, who do not attend the Meeting and have no voting right regarding this agenda, are Mr.Anant Asavabhokhin and Mr. Adisorn Thananun-narapool.

2. that the re-appointment of Mr. Rachai Wattanakasem, Audit Committee, who will be retired by rotation for another term in 3 years and effective date is January 22,2008.

3. that the appointment of the Board of Nomination Sub-committee that is the same as Remuneration Committee, is consisted of

- To propose policy, criteria and procedure regarding procurement of suitable person to be director and top executive officer.

- To choose person according to determined procurement procedure and to comment to the Board of Directors for the appointment of director to be approved by the Shareholders Meeting.

- To consider and to elect persons nominated by shareholders, the Sub-committee shall consider proposing qualified persons to the Board of Directors for approval and proposing in the agenda of annual general meeting of shareholders regarding appointing of directors.

Please be informed accordingly,

 

Yours faithfully,

Mrs.Suwanna Buddhaprasart

(Mrs.Suwanna Buddhaprasart)
Senior Executive Vice President

เอกสารแนบ

• ไฟล์แนบ 1