The establishment of a new company

14 Jun 2004
ACC.012/47 14 June 2004 President The Stock Exchange of Thailand 62 Rachadapisek Road, Klongtoey Bangkok 10110 Subject : The establishment of a new company Attention: Directors and Manager of the Stock Exchange of Thailand Master Ad Public Company Limited (MACO) would like to announce that the Company set to invest in setting up the new company called Beijing Ruaychai Maco Internation Co.,Ltd. To invest on setting up the new company will make the Beijing Ruay chai MACO International Co., Ltd. become associated company of the Master Ad Plc. 1. The date on which the transaction occurred: 14 June 2004 2. Shareholders Structure Name (%) 1) Ruay Chai International Group Co.,Ltd. 55 % 2) Master Ad PLC. 45 % For these 2 companies there are no sharing directors and no part in holding the share between MACO and Ruay Chai International Group Co.,Ltd. 3. The general characteristics of the transaction - Category Type: Common Share (New set up Company) - Size of the category : 3.73 - Target set for consideration of the category : The total value of consideration paid or received compared with the value of assets 4. The details of the assets involved 4.1 Securities - The company name issuer : Beijing Ruaychai Maco International Co.,Ltd. - The nature of business: Contractor advertisement Out Of Home Media business in China. - Registered capital: 50 Million Baht - Paid-up capital: 50 Million Baht - Proportion of securities holding before : 0 - Proportion of securities holding after : 45 % - Major shareholders Name ( % ) 1) Ruay Chai International Group Co.,Ltd. 55 % 2) Master Ad PLC. 45 % 5. The tolal value of the consideration : 22,500,000 Baht The type of payment : Cash 6. The value of the assets acquired: 22,500,000 Baht 7. Value judgments for the return : Buy at par value 8. The benefit expected to be received : A network of Out of home media and Strategic Business Partner expansion in foreign country. 9.The sources of funds : From the operating cash flow 10. Reasons for Investment : 10.1 Increasing in Income ratio to the company. 10.2 Increasing in Net work of Out of home media in foreign country. 10.3 Encouraging the usage of Out of hone media in China. 11. Calculation base on the rule of consideration paid or received Compared with the value of assets of the listed company or the listed company and its subsidiaries, the value is 3.73 which is not under the rule of acquisition and disposition of assets and the category related. 12. Comment of the Audit committee : To increase advertising channel to the company and to create media to the company in foreign country. Thus, it's a good chance that we get trust in joint venture with China. Please be kindly informed accordingly. Yours Sincerely , Master Ad PLC (Noppadon Tansalarak) President & CEO (Phiched Maneerattanaporn) Director