RESOLUTIONS OF BOARD OF DIRECTORS' MEETING NO.4/1998
[Translation]
Ref. PDI.B.02.86/98
1 September, 1998
To: President
The Stock Exchange of Thailand
Re. : Resolutions of Board of Directors' Meeting No. 4/1998
We would like to inform the SET of resolutions adopted in the
meeting of the board of directors of Padaeng Industry Public Company
Limited, No. 4/1998 held on 31 August, 1998 as follows :
1. Acknowledged Mr. Bodi Chunnananda's resignation from PDI's directorship
and chairmanship effective from 28 July, 1998 and approved to leave
the vacated post unfilled for a time being. As the chairman is an
authorized director, to comply with Article 23 of the Company's Articles
of Association, the board approved amendment to the power of directors
to be read the following :
'The directors having the power to sign on behalf of and bind the Company
as follows :
"Mr. Arsa Sarasin, Executive Chairman, signs and affixes the Company's
seal or any two directors jointly sign and affix the Company's seal."'
2. Noted that Padaeng Poongsan Metals Co., Ltd. (PPM) will restart
production and delivery of 408 tonnes of one-baht coin blanks to the
Thai Treasury Department over the period August-December 1998. And to
facilitate PPM's operation, the Board has endorsed a guarantee on PPM's
short-term borrowing from Bangkok Bank Plc. in an amount of Bt50.5m.
.../2
The execution of this item is classified in accordance with paragraph 9.
(2)(a) of the SET's Regulations regarding criteria, method and disclosure
of connected transaction of a listed company.
3. Approved to defer written-offs loans and accrued interests payable
as well as loan guarantee commitments amounting to approximate Bt1,000m
in PPM and ratified to defer writing off investment in Padaeng Properties
Co., Ltd. (PDP) and accrued interests receivable in a total amount of
about Bt75m in PDP.
4. Approved guidelines for administrating affiliated companies by deferring
written-offs of investments and closing up operations in the following
companies :
Company Type of business % of Investment and Commitments
Shareholding (Million baht) (Approx.)
(1) Pakham Exploration Exploration and production 100 17.70
and Mining Co., Ltd. of gold mineral, Area 1 in
Udorn and Nongkai provinces
(2) Patong Exploration Exploration and production 100 62.00
and Mining Co., Ltd. of gold mineral, Area 2 in
Loei province
(3) Padaeng Industry Prospecting for and mining 100 9.72
(Laos) Co., Ltd. of base mineral and metals
(4) Padaeng Siam Distribution of sulphuric 50 1.25
Industry Co., Ltd. acid and other chemical
products
(5) Asia Investment Exploration and producion 20 0.10
(1995) Co., Ltd. of mineral resources and
base metals
(6) The board resolved to wind up PPM after completion of the production
.../3
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and delivery of coin blanks to the Thai Treasury Department in early-
1999.
The above-referred items are not classified under the SET's Regulation
on rules, procedures and disclosure of information concerning the
acquisition and disposition of assets of a listed company.
5. Approved that Puthep Co., Ltd. transfer its total shareholding in Pakham
Exploration and Mining Co., Ltd. (Pakham) to Pakham's joint partner,
Millennium Gold Thailand Ltd. (MGT) after MGT has completed its
exploration expenditure in accordance with agreement with the Department
of Mineral Resources.
6. Approved to decrease PDP's registered capital by 1.5 million ordinary
shares in value of Bt150m so as to revert back investment to PDI.
Yours truly,
- Signature -
(Arsa Sarasin)