GUNKUL 58/038 19th March 2015 Subject: To appoint the

GUNKUL 58/038
19th March 2015
Subject:
To appoint the Independent Financial Advisor for providing an Opinion regarding to
the Construction Investment in Wind Farm Power Plant of
Wind Energy Development Co., Ltd. (Revised 1)
Attention:
President and Managing Director
The Stock Exchange of Thailand
The Board of Directors’ Meeting of Gunkul Engineering Public Company Limited (the “Company”)
No.4/2015 which was held on 7th March 2015 and No. 5/2015 which was held on 19th March 2015
has passed the resolution to approve on the following subject matters:
1. Approve for Wind Energy Development Co., Ltd. (“WED” subsidiary company) to do the
following transaction:
-
To sign the Contract for Design, Engineering, Procurement, Construction,
Commissioning, Transportation and Testing of Wind Turbine with PowerChina
Zhongnan Engineering Corporation Limited and PowerChina Zhongnan Engineering
Corporation Limited (Thailand Branch) in the value of THB 3,684,000,000.
-
To sign the Service & Availability Agreement with PowerChina Zhongnan Engineering
Corporation Limited (Thailand Branch) and Gamesa EOLICA S.L.U. in the value of
THB 45,000,000 per year.
-
To sign the Credit Facilities Agreement for supporting the WED’s wind farm project with
the Siam Commercial Bank Public Co., Ltd. in the total amount of THB 3,725,000,000.
2. Approve to propose to the Shareholders’ Meeting for consideration and ratification on the overall
of project investment in the approximate amount of THB 6,145,721,100 of WED which is
GUNKUL’s subsidiary (“Acquisition”) by WED hold the Power Purchase Agreement (PPA) of
wind farm power plant signed with the Electricity Generating Authority of Thailand (“EGAT”) in
capacity of 50 MW and with the Provincial Electricity Authority in capacity of 8+2 MW by
receiving THB 3.50 / unit as adder for 10 years, in order that the Acquisition be in compliance
with the relevant regulations of the Capital Market Supervisory Board, the Securities and
Exchange Commission and the Stock Exchange of Thailand, such as the Capital Market
Supervisory Board No. Tor.Chor. 20/2551 Re: Rules on Entering into Material Transactions
Deemed as Acquisition or Disposal of Assets and Notification of the Board of Governors of the
Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies
Concerning the Acquisition and Disposition of Asset, B.E. 2547(2004) (“Notification of the
Acquisition and Disposition”).
3. Approve to propose to the Shareholders’ Meeting for consideration and ratification on the related
party transaction between Win Energy Development Co., Ltd. and Future Electrical Control Co.,
Ltd. in the scope of work in as a producer, equipment supply and construction of transmission lines
system 115 kV for Wayu Wind Farm Project in the value contract of THB 147,065,178 (“Related
Party Transaction”), in order that the Related Party Transaction be in compliance with the relevant
regulations of the Capital Market Supervisory Board, the Securities and Exchange Commission
and the Stock Exchange of Thailand, such as the Capital Market Supervisory Board No. Tor.Chor.
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21/2551 Re: Rules on Entering into Material Transactions Deemed as Related Party Transaction
(“Notification of the Related Party Transaction”).of project investment in the approximate amount
of THB 6,145,721,100 of WED which is GUNKUL’s subsidiary (“Acquisition”)
4. Approve to appoint Asset Pro Management Co., Ltd. to act as the independent financial advisor to
provide an opinion regarding the Acquisition of Investment in wind farm power plant of
Wind Energy Development Co., Ltd., in accordance with the Notification of the Acquisition and
Disposition and provide an opinion regarding the related party transaction between Win Energy
Development Co., Ltd. and Future Electrical Control Co., Ltd. in the scope of work in as a
producer, equipment supply and construction of transmission lines system 115 kV for Wayu Wind
Farm Project.
In this regard, the Company will provide to the shareholders the report of the independent financial
advisor concerning such transaction of the Acquisition along with the notice of the shareholders’
meeting. The Company will then inform the details of the shareholders’ meeting and other relevant
information i.e. date, time, venue of the meeting and the date to determine the names of shareholders
to attend the shareholders’ meeting (Record Date) to the Stock Exchange of Thailand and investors .
Please be informed accordingly.
Sincerely yours,
Ms. Sopacha Dhumrongpiyawut
Chief Executive Officer
Chantra Jongjamareeseethong
OMD & Investor Relations Dept.
Tel. 0‐2242‐5867 E‐mail: [email protected]
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