SET Announcements

Translation Sor Kor. 0608/2547 August 31, 2004. Subject : Notifying additional information. To : Director and Manager, The Stock Exchange of Thailand Reference : A letter from The Stock Exchange of Thailand No. Bor Jor. 472/2004 As Sikrin Public Company Limited has received a letter No. Bor Jor 472/2004 from The Stock Exchange of Thailand that notified the company to explain additional information about related transactions with related parties and also the investment policies in subsidiaries and associates to The Stock Exchange of Thailand. Details are as follows: Issue 1 Related transactions with related parties as on March 31, 2004 1. Related transaction with Sikrin Had Yai Hospital Co., Ltd. (A) Nature of the business Sikrin Had Yai Hospital Co., Ltd. conducted its business in hospital of 400 beds facility, with its office located at No. 169 Nipatsongklor 1 Road, Had Yai Sub-district, Had Yai District, Songkhla Province. Paid up capital Baht 650 million as the shareholders of 48% Sikrin Had Yai hospital was first started its performance on August 10, 1997. At first, the hospital has 120 beds facility and now increased to 150 beds facility, out of 400 beds as permitted in license. (B) List of Shareholders and Ratio of their ownership as Present Name Number of Shares Ownership 1. Sikrin Public Company Limited 31,200,000.00 48.00% 2. Juldis Public Company Limited 9,000,000.00 13.85% 3. Gramma Capital Fund 6,842,092.00 10.53% 4. Seamico Securities Public Company Limited 5,500,000.00 8.46% 5. Asset Management Corporation. 3,500,000.00 5.38% 6. Mr. Ukrid Chuchun 3,112,908.00 4.79% 7. Krung Thai Bank Public Company Limited 2,500,000.00 3.85% 8. Mr. Atirat Charoonsri 1,200,000.00 1.85% 9. Miss Jutathip Awatchanakorn 1,000,000.00 1.54% Relationship with related parties At the time of transaction occurrence, Juldis Develop Public Company Limited was majority shareholder of the company and Sikrin Had Yai Hospital Co., Ltd. which the directors of Juldis Develop Public Company Limited are directors of Sikrin Had Yai Hospital Co., Ltd. Now, Juldis Public Company Limited is the majority shareholder of the company and also Sikrin Had Yai Hospital Co., Ltd. (C) List of board of committee and executives as present. 1. Mr. Pittaya Jitleakha 4. Mr. Chanin Yensudjai 2. Mr. Somchai Toungphaisarn 5. Mr. Ukrid Chuchun 3. Mr. Kittinun Meetam 6. Mr. Prasart Boonyapipat (D) Date of related transactions occurrence. I Advancement Year 1996 Baht 1.838 Million Year 1997 Baht 0.378 Million Year 1998 Baht 0.087 Million Year 1999 Baht 2.986 Million Year 2000 Baht 5.907 Million Year 2001-2003 Baht 0.629 Million Total Baht 11.825 Million II Loan In 1999, lend total amount of Baht 1.90 million. III Accrued interest income The company has calculated interest according to loan agreement with interest rate of 14% per year since 1996 and has not recognized interest of that rate since March,1998. Total amount of accrued interest income is Bath 6.178 million. (E) Causes and necessities of processing of transaction In 1996 2003, as 48% shareholder, the company formed up board of committee and executive team to manage the hospital since 1996 to lay medical services and marketing plan of Sikrin Had Yai Hospital Co., Ltd. in order to complete the hospital's construction and open it before other competitions to prevent the risks occurred by country's economic crisis. After completion of the construction, Sikrin Had Yai hospital started its operation in 1997. Because of impact of economic dropping in all over country and huge flooding in 2000, Sikrin Had Yai hospital could not earn income as aimed and had lack of liquidity. Resulted the hospital disabled to pay dept to creditor such as medicine and medical equipment. Thus, the company sent some necessary medical supplies and equipments to the hospital to continue its operation. Advancement in 2003 occurred by Sikrin Had Yai hospital transferred patients and social welfare's patients to get their treatment at Sikrin hospital for reason of transportation convenience. The company completely set all fore-mentioned expenses to advancement. (F) What board of committee or executives have been done in the past The company have been periodically contacted with and expressed comments to Sikrin Had Yai hospital Co.,Ltd. about its performance. Although trend of hospital's earnings performance is better now, as in 2003 it began to earn profit, the Minutes of the Ordinary Meeting of Shareholders no. 21/1999 approved a resolution to cancel the investment in Sikrin Had Yai Hospital's shares amount Baht 312 million. Board of committee agreed to assigned L.B.M. Law Co., Ltd. to take the legal action against the hospital for claim back consideration money, advancement and loan. Since the legal expenses are quite high and now on negotiation, the action is expected to be proceeded in short of time. (G) Financial position Year 2002 Year 2003 Medical Service Revenues 210,271,706.94 244,387,623.47 Total Revenues 215,904,809.36 250,214,788.91 Gross Profit -8,949,377.59 20,307,384.56 Net Profit 105,851,086.41 14,100,569.21 Total Assets 1,144,981,354.38 1,154,630,133.94 Total Liabilities 779,870,792.29 775,419,002.64 Shareholders' Equity 365,110,562.09 379,211,131.30 2. Related Transaction with Surgitec Co., Ltd. (A) Nature of the Business Surgitec Co., Ltd. Conducted its business in trading of medicine, medical supplies, medical equipments, with its office located at No. 159/29 Serm-Mit Tower 17th Floor, Soi Sukhumvit 21, Sukhumvit Road, Klongtoey Sub-district, Watthana District, Bangkok. Paid up capital Baht 35 Million as the shareholders of 40.43% (B) List of Shareholders and Ratio of their ownership as Present Name Number of Shares Ownership 1. Mr. Jitkup Peungsua 164,501 47.43% 2. Sikrin Public Company Limited 141,495 40.43% 3. Miss Pimjai Pariyarat 44,000 12.57% Relationship with related parties The company is a majority shareholder of Surgitec Co., Ltd. (C) List of board of committee and executives as present 1. Mr. Veeranart Veravaidhaya 4. Mr. Panitan Jantharapap 2. Mr. Jitkup Peungsua 5. Mr. Voravit Sakdajiracharoen 3. Miss Onsiri Liemtrakulpanit Causes and necessities of processing of transaction The related transaction between Surgitec Co., Ltd., subsidiaries of Sikrin Public Company Limited, and the company, shareholder of 87.43%, is occurred in 1998 - 2000 amount of Bath 10.62 million which is money the company lend for loans payment and release of dept contract with a fund. This restructure of dept in 2000, was not only profit Baht 12.03 million and release interest expenses burden of Surgitec Co., Ltd., but also release the burden of the company. - Long Term Loans Year 2002 Loan Baht 4.50 Million Reimbursement Baht 1.07 Million Balance Baht 3.43 Million Year 2003 Loan Baht 8.22 Million Reimbursement Baht 5.60 Million Balance Baht 2.62 Million Total retained dept Baht 6.05 Million The company has cancelled the agreement that authorized Surgitec Co., Ltd. to provide and supply medicines to the company in 2001-2002. As the company lent additional money in 2003 to Surgitec Co., Ltd. amount of Baht 8.22 million. Surgitec Co., Ltd. is required to pay back amount of Baht 0.80 million per month. Unfortunately, Surgitec Co., Ltd. could not pay such amount as the company lack of the liquidity. As the result, Surgitect Co., Ltd. still has standing dept amount of Baht 2.40 million. The company then decided to restructure the dept with condition Surgitec Co., Ltd. must pay back amount of Baht 400,000 per month within 6 months period in which the 6 posted cheques will be arranged. - Collateral burden Baht 139.45 Million Date Type of Credit Collateral March 15, 1996 Commercial loan 39,000,000 December 13, 1996 LCTR 40,000,000 March 12, 1996 Overdraft 6,000,000 November 13, 1998 Commercial loan 20,000,000 December 22,1999 Commercial loan 34,453,129.97 Total 139,453,129.97 Collaterals of fore-mentioned dept are ownership of office building of Surgitec Co., Ltd. including collateral of former directors of Surgitec Co., Ltd. Sureties are the company, directors, former directors of Surgitec Co., Ltd. who also hold shares of the company. Present committee will do the very best of them to release collateral burden. Because this dept has been transferred to an asset management company since 2001, the company will ask Surgitec co., Ltd. to restructure the dept by dispose the collateral and property of Surgitec Co., Ltd. (D) Financial position Year 2002 Year 2003 Medical Service Revenues 105,264,604.64 37,856,898.79 Total Revenues 106,997,559.32 38,580,339.14 Gross Profit -26,087.82 394,554.95 Net Profit -3,092,758.77 -3,626,414.75 Total Assets 105,798,338.89 99,477,750.81 Total Liabilities 152,575,785.49 149,881,613.16 Minor Shareholders' Equity - - Shareholders' Equity -46,777,446.60 -50,403,862.35 3. Related transaction with Theparak Hospital Public Company Limited (A) Nature of the Business Theparak Hospital Public Company Limited conducted its business in hospital of 130 beds facility, with its office located in front of Theparak Industrial Estate, Samutprakarn province. Paid up capital Baht 60 million. (6.0 million shares). Theparak Hospital Public Company Limited is joint venture between the company and M-Thai Estate Co., Ltd., as shareholders of 38.33 % and 20 % respectively. This by this, Theparak Hospital Public Company Limited is not performing its business and held its construction. (B) List of Shareholders and Ratio of their ownership as Present Name Number of Shares Ownership Mr. Surasak Suttamaas 2,500,000.00 41.67% Sikrin Public Company Limited 2,299,770.00 38.33% M-Thai Estate Co., Ltd., 1,200,000.00 20.00% Relationship with related parties At the time of transaction occurrence, Theparak Hospital Public Company Limited was subsidiary of the company. Now it became an associate because the company had disposed capital to Mr. Surasak Suttamaas in 2002 as total amount of 2,500,000 shares. As on that time Mr. Surasak Suttamaas did not have any related business with the company. (C) List of board of committees and executives as present 1. Mr. Peerasak Pisalayabooth 4. Mr. Vitsarutt Rakmaak 2. Mr. Kovit Kaimook 5. Mr. Attaya Palakawong Na Ayuthaya 3. Mr. Pongsak Kanich (D) Date of related transactions occurrence - Long term loans In 1995 - 1997, the company, as the majority shareholder, had support Theparak Hospital Public Company Limited by advanced money total amount of Baht 13.77 million. Theparak Hospital Public Company Limited paid back some dept and still has standing dept amount of Baht 7.937 million. Later on, Theparak Hospital Public Company Limited was not followed up by the plan, thus has held its construction. - Accrued interest income Year 1995 Baht 1.68 Million Year 1996 - 2000 Baht 6.21 Million Year 2003 reimbursement Baht 5.46 Million Total of accrued interest incomeBaht 2.43 Million (E) Causes and necessities of transaction The company is shareholder of Theparak Hospital Public Company Limited In 1997 and 1996 amount of 80% and 71.66% respectively. At that time, Theparak Hospital Public Company Limited was non-profit subsidiary of the company. Because its economic situation justified unfavourable, the construction of Theparak Hospital Public Company Limited has been held since 1997. Thus, the company, as a majority shareholder, needed to offer some helps to the hospital. (F) What board of committee or executive have been done in the past As the company's board of committee has follow up dept payment, some dept has been paid. To the remained standing dept, the company has assigned lawyers to take legal action to The Southern Civil Court against Theparak Hospital Public Company Limited with case black no. 04986/2547 as it is in the process of examining. The next examining date is on October 11, 2004 at 13.30 P.M. (G) Financial position Year 2002 Year 2003 Total Revenues 471,900 402,100 Gross Profit -10,785,412 -264,739 Net Profit (Net Loss) -11,971,758 -1,896,328 Total Assets 7,271,863 7,005,117 Total Liabilities 33,000,795 34,630,377 Shareholders' Equity -25,728,932 -27,625,260 4. Related transaction with Management Service Partner Co., Ltd. (A) Nature of the Business Management Service Partner Co., Ltd. registered on May 27, 1993 and conducted it business in foods, with its office located at No. 1748 Moo 1, Sukhumvit 78 Road, Samrong Nhou Sub-district, Muang Samutprakarn District, Samutprakarn Province. Paid up capital Baht 2 million as the shareholders of 95.17%. Presently, Management Service Partner Co., Ltd is not performing its business. (B) List of Shareholders and Ratio of their ownership as Present Name Number of Shares Ownership Mr. Rogelio Cortes 40,000.00 20.000% Mr. Alto Geogio Cortes 40,000.00 20.000% Miss Sasi Saetajan 84,000.00 42.000% Sikrin Public Company Limited 35,990.00 17.995% Relationship with related parties At the time of the transaction occurrence, Mr. Suthep Wongbhad and Mrs. Prapa wongbhad were shareholders of Management Service Partner Co., Ltd. who hold more than10% shares and they were directors of Management Service Partner Co., Ltd. Presently, Management Service Partner Co., Ltd. is third party which has no connection with the company. (C) List of board of committee and executives as present 1. Mr. Suthep Wongbhad4. Mr. Alto Geogio Arnarl 2. Mrs. Prapa Wongbhad5. Miss Somporn Hutacharoen 3. Mr. Alto Geogio (D) Date of related transactions occurrence In 1995, the company, as the lender, has signed the loan agreement total Baht 2.50 million with interest rate of 13.50% (E) Causes and necessities of transaction The company invested in Management Service Partner Co., Ltd. Its mission is to provided and supplied foods and beverages to Sikrin Hospital. The fore-mentioned loan was occurred because the expenses of Management Service Partner Co., Ltd. with the company were higher than revenue from sale that the company must pay to Management Service Partner Co., Ltd. Thus, the company has transferred that transaction to loan agreement with interest rate of 13.5% per year. (F) What board of committee and executives have been done in the past The company take legal action to Samutprakarn province Court against Management Service Partner Co., Ltd. in case of default of loan agreement with case black no. Yor.70/2004. The lawsuit is now in the process of examining plaintiff witnesses. 5. Related transaction with Navavate Co., Ltd. (A) Nature of the Business Navavate Co., Ltd. registered on July 21,1995 with registered capital Baht 27 million, comprised of 270,000 Shares which have a par value of Baht 100 per share. It conducted its business in private- sector hospitals, medical/nursing facilities, training, teaching and instruction in technical fields concerning medicine, health and hygiene. (B) List of Shareholders and Ratio of their ownership as Present Name Number of Shares Ownership Mr. Kien Chychalard 269,993.00 99.997% (C) List of board of committee and executives as present Mr. Kien Chchalard (D) Date of related transactions occurrence and (E) Causes and necessities of transaction. May 31, 1995 Board of Directors' Meeting approved the resolution to cancel the performance of Sam Rong Bang Poo Hospital and took out a lease on it to third party. Thus, the company will be paid a rent. As the result, company transferred all revenues and expenses of the hospital to revenues from lease of land and equipments. This lease agreement expired on July 31, 1997. August 27, 1997 Board of Directors' Meeting approved the resolution to take back the management of Sam Rong Bang Poo Hospital from third party after the lease agreement expired. Since borrower could not follow the loan agreement, thus company took over borrower's operational assets and debts. The company has signed the release of lease agreement and take back the assets on July 31, 1997. The company has set allowance for doubtful account for revenue receivable amount of Baht 24.59 million. (E) What board of committee or executives have been done in the past The company take legal action to Samutprakarn province Court against Navavate Co., Ltd. on May 15, 2004 with case black no. 695/2004. Samutprakarn province Court has passed a judgment to Navavate Co., Ltd. to settle total Baht 24,587,975.77 with interest rate 7.5% per year since August 6, 1999 until complete payment is made. It is now became case red no. 3166/2004, the lawsuit is now in the process of sending writ of execution to defendant. 6. Related transaction with Juldis River Mansion Co., Ltd. (A) Nature of the Business Juldis River Mansion Co., Ltd. registered on October 14, 1986 with registered capital Baht 200 million, comprised of 2,000,000 Shares which have a par value of Baht 100 per share. Paid up capital Baht 200 million. (B) List of Shareholders and Ratio of their ownership as Present Name Number of Shares Ownership Juldis Develop Public Company Limited 699,994.00 35.00% Mr. Parnnatee Chantarojwong 1,300,000.00 65.00% Relationship with related parties Majority shareholder together with Juldis Public Company Limited. (C) List of board of committee and executives as present Mr. Amnart Klaithai (D) Date of related transactions occurrence On December 1, 1995, the company signed the agreement to sell land covering an approximate area of 25 plots with Juldis River Mansion Co., Ltd. price of Baht262.14 million. The company paid advance to Juldis River Co., Ltd. total amount of Baht149.50 million. Then, on January, 1999, Both companies agreed to reduce the area to 18 plots, price of Baht 159.72 million. Resulting the total overdue of Baht 10.22 million. (E) Causes and necessities of transaction The company bought land and structures from Juldis River Co., Ltd. for purpose of new hospital's construction in Ladkrabang District which is 1 km. far from Suvarnabhumi airport. The company foreseen this will bring a maximum advantage to the company. Unfortunately, there was the economic crisis which lower down the land's price after that, so the company has to slow down the investment of new hospital. (F) What board of committee or executives have been done in the past The company take legal action to the Court against Juldis River Co., Ltd. to receive back the advancement. On September 16, 2002, the Court has passed a judgment to Juldis River Co., Ltd. to settle total Baht 149.50 million with interest rate 7.50% per year. Presently, the lawsuit is in the process of execution and the company's legal department requested for partition of the property from auction. Moreover, the company has set allowance for doubtful account for the whole amount of advancement. 7. Related transaction between Sikrin Public Company Limited and Mr. Nattawat Charoonsri. On February 1, 1996, the company purchased 100 million Srijulasup's shares which have a par (more)