The establishment of a new company

09 Aug 2010
IRS.011/2010 August 6, 2010 Subject: The establishment of a new company Attn: Directors and Manager of the Stock Exchange of Thailand Master AD Public Company Limited (MACO) held a board of Director's meeting 5/2010 in August, 6 2010 where a resolution is to invest in setting up the new company called Green Ad Co., Ltd. An investment to establish the new company will make the Green Ad Co., Ltd. become a subsidiary company of the Master Ad Plc. Details are as follows: 1. The date on which the transaction occurred: Within August 2010 2. Shareholders Structure: Name Number of shares (%) 1) Master Ad PLC. 2,550,000 51 2) We Big Co., Ltd 2,450,000 49 For these 2 companies there are no sharing directors and no part in holding the share between MACO and We Big Co.,Ltd. 3. The general characteristics of the transaction - Category Type: Common Share (New Set up Company) - Size of the category: 0.822 - 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 lssuer: Green Ad Co., Ltd. The nature of business: Providing advertisement services through the supply of Tree wall panel,both internal and external housing. Registered capital: 5,000,000 Baht Paid-up capital: 5,000,000 Baht Number of securities acquired: 2,550,000 Shares Price per share: 1 Baht (par value) Proportion of securities holding before: 0% Proportion of securities holding after: 51 % Board of directors: 1) Pol.Sub.Lt Kriengsak Lohachala 2) Mr.Noppadon Tansalarak 3) Mr.Thumrongkiat Supavit 4) Mr.Brad Boven 3) Mrs.Thanita Kraisuvannasarn Nature share holders: Name (%) 1) Master Ad PLC. 51 2) WE BIG Co., Ltd 49 5. The tolal value of the consideration: 2,550,000 Baht The type of payment: Cash 6. The value of the assets acquired: 2,550,000 Baht 7. Value judgments for the return: Buy at par value 8. The benefit expected to be received 8.1. Reduces production costs and increase the proportion of net earnings to further because the company will receive the cost price of real production venture 8.2. Help create a new customer base, priority environmental issues Make the company revenues. 8.3. Our group's hook shots and customer business sectors both in and abroad that placeholder ideas to environmental That Thailand is a country in the world's first public relations that is sustainable environment (Sustainable Green Advertising) to work with policies to reduce global warming effectively and intelligently operation 8.4. Create opportunities to receive support from the Government Green space policy. 8.5. To add image to the Organization and the Organization has a role in the development of standards to the environment. 9. The sources of funds: From operating cash flow 10. Reasons for Investment: 10.1. To increase the potential of the company to figure out a new advertising model to cope with and reduce global warming by raise " environmental strategy " as marketing Theme, under the concept, so Naturally Innovative " " is initiating this concept is to lead to expand the market of advertising, there is potential to respond to the needs of customers. 10.2. To add a rapid marketing advertising business to MACO Group 10.3. To increase the potential revenue and profits to MACO Group 10.4. To increase the yield, the shareholders 10.5. To represent social responsibility from the employer (CSR) to restore the manufacturer gains by employers products and support public relations with project increases the quality of life Reducing air pollution - and another is the label that releases phlitoksichen. " Label PR friendly environmental and lung of the city 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 0.822 which is not under the rule of acquisition and disposition of assets and the category related. 12. Comment of the Board of Director: The Board of Director has concluded that this investment uses less capital whilst getting good benefit in return when compared with the investment. 13. Comment of the Audit committee: Audit Committee to comment that the transactions mentioned above does not constitute a conflict of interest and transaction information in the accuracy and completeness. Sincerely yours, (Noppadon Tansalarak) Director (Phiched Maneerattanaporn) Director