Connected Transaction: Advertising, Computer System Service
20 กุมภาพันธ์ 2547
-Translation-
Information of Memorandum
Connected Transaction in relation to Advertising Fees and
SAP Computer System Service Agreements
Advanced Info Service Public Company Limited
("the Company") would like to inform you about its
connected transactions as follows:
1.The Company and its subsidiary employ SC Matchbox
Company Limited as the agency to produce advertisement
campaigns through various media as follows:
Date of Transaction within the fourth quarter of
2003 and for the year of 2004
Parties Involved Employers: the Company and its
subsidiary
Contractor: SC Matchbox Company
Limited (SMB)
Relationship with Shin Corporation Public Company
Listed Company Limited holds 43.00% of the
Company and 99.96% of SMB.
General Characteristics The Company and its subsidiary
of the Transaction employ SMB as the agency to
produce advertisement campaigns
through various media on a
freelance basis. This is because
SMB is a creative advertising
agency with a good understanding
of the Company's products and SMB
maintains strict confidentiality.
The Total Value of The Company and its subsidiary
theConsideration pay net charges to SMB amounting
to Baht 236 million and 750 million
for the fourth quarter of 2003
and the year of 2004 respectively.
The source of payment is paid from
the Company's working capital.
The Basis Used to SMB' s advertising fees are
Determine the Value comparable to other agency
companies in the market.
Connected Transaction This transaction is considered
and its Conditions to be a connected transaction of
listed companies prescribed in
the Notification of the Stock
Exchange of Thailand (SET),
Re: Rules,Procedures and Disclosure
of Connected Transactions of Listed
Companies.
* The size of transaction is 0.71%
and 2.07% of net tangible assets
(as of December 31, 2002) for the
fourth quarter of 2003 and the
year of 2003 respectively.
* The size of transaction is 0.71%
of net tangible assets (as of
December 31, 2003) for the year
of 2004.
Board of Directors and the Audit
Committees' opinion are stated
that this transaction is
reasonableness, reflecting the
company's best interest and
conducting at arm's length
basis.(ref. The Board of Directors'
meeting No.2/2004 , held on
February 19, 2004)
2.The Company will enter into the computer system service
agreements (SAP) with Shinawatra Information Technology
Company Limited (SIT) as follows:
Date of Transaction One year(January 1-December 31,2004)
Parties Involved Employer:the Company and its
subsidiaries
Contractor:Shinawatra Information
Technology Company Limited
(SIT)
Relationship with The Company is 43.00% owned by
Listed Company Shin Corporation Public Company
Limited and SIT is 99.99% owned
by Shin Corporation Public Company
Limited.
General Characteristics SIT shall provide services of
of the Transaction the computer system (SAP) to the
Company and its subsidiaries.
The Total Value of Totaling advising and management
the Consideration fees of Baht 42.86 million per
year.
The Basis Used to The fee of charge is based on
Determine the Value comparative rates of other
contractors, which service the
same characteristics of SIT.
Connected Transaction This transaction is considered
and its Conditions to be a connected transaction of
listed companies prescribed in
the Notification of the Stock
Exchange of Thailand (SET),
Re: Rules, Procedures and Disclosure
of Connected Transactions of Listed
Companies. The size of transaction
is 0.10% of net tangible assets as
of December 31, 2003.
Board of Directors and Board of Directors and the Audit
the Audit Committees' Committees' opinion are stated that
opinion this transaction is reasonableness,
reflecting the company's best interest
and conducting at arm's length basis.
(ref. The Board of Directors' meeting
No.2/2004 , held on February 19, 2004)
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