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- Information Memorandum -<br />

(Mutual Fund Project <strong>of</strong> Trinity Property Fund) (<strong>TNPF</strong>)<br />

Location <strong>of</strong> the Asset Management Company One Asset Management Limited<br />

24 th Floor, Siam Tower, 989 Rama1 Road,<br />

Pathumwan, Bangkok 10330<br />

Tel 0-2659-8888<br />

Fax 0-2659-8860-1<br />

Listing Day On 8 March 2011<br />

(with the first trading day beginning 8 March 2011)<br />

Type <strong>of</strong> Listed Securities<br />

Project Background<br />

Project Description<br />

Project Life<br />

Investment Objectives<br />

Investment Units <strong>of</strong> 71,000,000 units with Par Value <strong>of</strong> Baht<br />

10 per unit totaling Baht 710,000,000.<br />

On 30 December 2010, the Trinity Property Fund (the "Fund")<br />

has been approved for establishment and management by<br />

the Office <strong>of</strong> the Securities and <strong>Exchange</strong> Commission<br />

pursuant to its letter no.Kor.Ro.Tor. Nor. 1794/2553. <strong>The</strong><br />

initial public <strong>of</strong>fering period was during 9-16 February 2011<br />

at the price <strong>of</strong> Baht 10.00 per investment unit. <strong>The</strong> Fund has<br />

registered the asset pool <strong>of</strong> Trinity Property Fund on 23<br />

February 2011 pursuant to the letter no. Nor. 270/2554<br />

Specific fund. Closed-end<br />

Not Specified<br />

<strong>The</strong> objective <strong>of</strong> the fund is to raise funds from general<br />

investors, both local and foreign individual and juristic<br />

person. <strong>The</strong> Fund will use such funds to purchase, lease<br />

and/or sub-lease immovable property whereby the Fund will<br />

accept the transfer <strong>of</strong> freehold right and/or leasehold rights<br />

and/or sub-leasehold rights <strong>of</strong> property and to seek benefits<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 1


from such property by leasing, sub-leasing, transferring<br />

and/or selling the property which the Fund had invested in or<br />

possesses, including but not limiting to leasing or subleasing<br />

the property to an operator to operate as a serviced<br />

apartment, hotel and shopping center. <strong>The</strong> Fund may<br />

renovate, change including construction and/or develop<br />

property by accepting the transfer <strong>of</strong> construction permit<br />

and/or to seek or accept the transfer <strong>of</strong> other permits such as<br />

hotel licence (in the case where the law permit such act)<br />

and/or to do any other acts which are related and necessary<br />

fo the benefits <strong>of</strong> property and to generate income and<br />

returns to the Fund and the Unitholders <strong>of</strong> the Fund,<br />

including making investment in other assets and/or other<br />

securities, and/or to seek other benefits by other means as<br />

prescribed by relevant securities laws and/or any other<br />

related laws.<br />

Investment Policy<br />

1. Initial Investment<br />

<strong>The</strong> Management Company will make investment by purchasing to acquire freehold rights <strong>of</strong><br />

asset as follows:<br />

1.1 Summary information concerning the Initial Investment Property<br />

(a) Name: Glow Trinity Silom Building<br />

Location: 150 Soi Pipat 2, Silom Road, Bangrak District, Bangkok<br />

General Information: Information on investment in the Building<br />

Glow Trinity Silom Building is a servied apartment which caters to both local and<br />

foreign businessmen and tourists. It has a policy to operate as a hotel in the<br />

future after the hotel licence has been obtained. Glow Trinity Silom Building is<br />

located in Silom Soi 5, which is commonly known as Soi Lalaisap, in the Central<br />

Business District <strong>of</strong> Bangkok. It has connectivity with 3 main roads namely Silom<br />

Road, Sathorn Road and Naradhiwas Rajanagarindra Road where by the building<br />

is located approximately 150 meteres east <strong>of</strong> Naradhiwas Rajanagarindra Road,<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 2


250 metres north <strong>of</strong> Sathorn Road through Sathorn Soi 8 (Soi Pipat) and 180<br />

metres south <strong>of</strong> Silom Road. <strong>The</strong>se locations are the addresses <strong>of</strong> large business<br />

<strong>of</strong>fice buildings such as Q House Sathorn, Sathorn City Tower, Empire Tower,<br />

large <strong>of</strong>fice buildings <strong>of</strong> head <strong>of</strong>fice <strong>of</strong> commercial banks such as Bangkok Bank,<br />

Citibank, UOB and Standard Chartered Bank <strong>Thailand</strong>, shopping centers such as<br />

Silom Complex and embassies such as Embassy <strong>of</strong> Belgium, Singapore<br />

Embassy, <strong>The</strong> Australian Embassy and Embassy <strong>of</strong> France. In addition, the area<br />

is conveniently accessible, approximately 150 metres from BTS-Chongnonsee<br />

Station and approximately 1.1 kilometres from MTR-Silom Station, the nearest<br />

station.<br />

In early 2009, the building has been renovated to have a more modernized look to<br />

better suit the need <strong>of</strong> its clients. On 18 June 2009, Invision Hospitality has been<br />

engaged to operate the business.<br />

Glow Trinity Silom Building is located on land <strong>of</strong> 196.40 square wah. It has 6<br />

floors with one underground floor and has 78 guest rooms (including connecting<br />

room) with details as follows:<br />

(1) Details <strong>of</strong> the Hotel Rooms<br />

Area<br />

Number/R<br />

oom<br />

Area<br />

(sq.m.)<br />

% <strong>of</strong> Total<br />

Area<br />

1. Room Area 78 3,170 57.5<br />

Superior 19 418 7.6<br />

Deluxe 29 928 16.8<br />

Connecting room (Split to 26<br />

rooms)<br />

26 1,664 30.2<br />

Junior Suite 2 70 1.3<br />

Exclusive Suite 2 90 1.6<br />

2. Resturang Area - 270 4.9<br />

3. Carpark Area - 939 17.0<br />

4. Center Area - 1,139 20.6<br />

Total 5,518 100.00<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 3


(2) Details on types <strong>of</strong> usage<br />

Food shops<br />

in Glow<br />

Trinity Silom<br />

Building<br />

Guest room<br />

convenience<br />

Other services<br />

provided in<br />

Glow Trinity<br />

Silom Building<br />

Public<br />

Utilities<br />

system<br />

Name Type <strong>of</strong> food Seats<br />

<strong>The</strong> Foodie Thai 40<br />

Glow Trinity Silom Building provides in-room convenience for its<br />

clients such as mini-bar, safety deposit box, telephone, Wi-Fi<br />

internet, LCD TV and DVD player<br />

Glow Trinity Silom Building <strong>of</strong>fers other services such as shops,<br />

swimming pool, sauna room and fitness center.<br />

Public utilities system <strong>of</strong> Glow Trinity Silom Building and Glow Trinity<br />

Silom Arcade consist <strong>of</strong> 2 passenger lifts which can carry the<br />

weight <strong>of</strong> up to 750 kilograms each, electricity system, water<br />

system, cable TV system, air-conditioning system, waste water<br />

treatment system, waste disposal system, backup electricity<br />

generator, closed circuit TV, maintenanace room, security system<br />

and fire extinguishing system both fire hose and fire extinguisher,<br />

automatic smoke detector and sprinkler which have been installed<br />

in all guest rooms and installation <strong>of</strong> sprinkler in the hallway and<br />

smoke alarm in front <strong>of</strong> the lifts.<br />

(b) Name: Glow Trinity Silom Arcade<br />

Location: Certain area on building no. 150 Soi Pipat 2, Silom Road, Bangrak<br />

District, Bangkok<br />

General Information: Information on investment in arcade<br />

Certain area on Glow Trinity Silom Arcade located on 1 st floor <strong>of</strong> Glow Trinity Silom<br />

Building with net lettable area <strong>of</strong> 372.05 square meters. At present, approximately<br />

128.00 square meters <strong>of</strong> the area is leased to a Sala Samoonprai shop and<br />

244.05 square meters <strong>of</strong> the area is leased to Botantei, a Japanense restaurant.<br />

(in the past, the area was under renovation but at present, the area has been<br />

leased out 372.05 square meters.)<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 4


Investment in assets in Glow Trinity Silom Building and Glow Trinity Silom<br />

Arcade<br />

Land<br />

<strong>The</strong> Fund will make an investment in 2 plots <strong>of</strong> land with total area <strong>of</strong> 2 ngan and<br />

94.6 square wah which is where Glow Trinity Silom Building is located from Trinity<br />

Assets Co., Ltd. on the Funds first day <strong>of</strong> investment as follows:<br />

Title deed No. Parcel No. Tambon No. Area<br />

Location<br />

(square wah)<br />

3147 73 (68) 531 196.4 Silom (Sathorn)<br />

Sub-district, Bangrak<br />

District, Bangkok<br />

43104 544 (59) 5333 98.2 Silom (Sathorn)<br />

Sub-district, Bangrak<br />

District, Bangkok<br />

Glow Trinity Silom Building, Glow Trinity Silom Arcade and Public Utilities System<br />

Glow Trinity Silom Building and Glow Trinity Silom Arcade which are located on such<br />

land including public utilities system which are installed and in-use in Glow Trinity Silom<br />

Building from Trinity Assets Co., Ltd. on the Funds first day <strong>of</strong> investment.<br />

Furniture, Fixtures and Equipment related to Glow Trinity Silom Building and<br />

Glow Trinity Silom Arcade<br />

<strong>The</strong> Fund will purcahse the furniture, fixtures and equipment related to business<br />

operation <strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade from Trinity<br />

Assets Co., Ltd. on the Funds first day <strong>of</strong> investment.<br />

(c) Name: Plaza Building<br />

Location: No. 145 Soi Sirijulsawake (Silom 5), Silom Road, Bangrak District,<br />

Bangkok<br />

General Information: Information on investment in the plaza building<br />

Comprised <strong>of</strong> the Plaza building, public utilities system, fixtures and equipment<br />

related to the business operation <strong>of</strong> the Plaza Building.<br />

Condominium Unit No. 425/128 (Basement) and Unit No. 425/129 (1 st Floor),<br />

under Trinity Complex Condominium Project situated on the title deed no. 530,<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 5


land no. 455, survey page 413, at Silom (Sathorn) Sub-district, Bangrak District,<br />

Bangkok including public utilities system which are installed and in-use in the<br />

building, fixtures and equipment related to the business operation <strong>of</strong> the Plaza<br />

building from Trinity Assets Co., Ltd. on the Funds first day <strong>of</strong> investment, with<br />

total lettable area <strong>of</strong> 431 square metres.<br />

Income Structure <strong>of</strong> the Assets in which the Fund invests<br />

Glow Trinity Silom Building<br />

From 1 March 2004 to 31 December 2006, Trinity Assets Co., Ltd. leased Glow Trinity Silom<br />

Building to One Plus Company Limited at the rate <strong>of</strong> 25,200,000 baht per annum. After 1<br />

January 2007 until present, Trinity Assets Co., Ltd. operates such building by itself as the<br />

serviced apartment and in the process <strong>of</strong> asking for the license to operate hotel business. It<br />

has a policy to change from serviced apartment to hotel when the license to operate hotel<br />

business is issued by the competent authority. <strong>The</strong> income structure is as follows:<br />

Items<br />

Total Revenue from operation (Mil. Baht)<br />

- Room Revenue<br />

- Other Revenue (1)<br />

During the period <strong>of</strong> 1 January <br />

31 December<br />

2007 2008 2009 1 Jan <br />

31 Mar<br />

2010<br />

36.8 43.9 30.3 14.9<br />

31.1<br />

5.7<br />

37.9<br />

6.0<br />

26.8<br />

3.5<br />

13.1<br />

1.7<br />

During the period <strong>of</strong><br />

1 Apr <br />

30 Jun<br />

2010<br />

8.9<br />

8.0<br />

0.9<br />

1 Jul <br />

30 Sept<br />

2010<br />

12.9<br />

11.6<br />

1.3<br />

Occupancy Rate (%) 90.6 95.2 59.4 (2) 68.4 41.8 59.9<br />

Average Room Rate (Baht/day) 896 1,041 1,177 2,052 2,025 2,029<br />

Source : Trinity Assets Co.,Ltd.<br />

Remarks:<br />

(1) Other Revenues are consisting <strong>of</strong>Revenue from Food & Beverage (Mini Bar),<br />

Service charge and Revenue from Foodie Restaurant<br />

(2) From February 2009 til June 2009, there was a major renovation by partially<br />

closed the rooms , therefore the average occupancy rate based on theactual<br />

operating rooms would be equally to 94.0 percent<br />

(3) From 1 January 2007 to 30 June 2010, the property operates as serviced<br />

apartment and represented as the average room rate<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 6


Glow Trinity Silom Arcade<br />

Items 2007 2008 2009 1 Jan <br />

31 Mar<br />

2010<br />

1 Apr <br />

30 Jun<br />

2010<br />

1 Jul <br />

30 Sept<br />

2010<br />

Rental Income (Mil. Baht) 3.1 2.6 5.9 1.2 1.2 1.2<br />

Number <strong>of</strong> Rental Shops (shops) 17 10 8 1 1 1<br />

as <strong>of</strong> 31 December<br />

Total Rental Areas (sq. metre) as 240.14 369.57 (2) 369.57 369.57 369.57 369.57<br />

<strong>of</strong> 31 December<br />

Occupancy Rate (%) 60.2 57.1 45.5 45.5 45.5 45.5<br />

Average Rental Rate (Baht/sq.<br />

metre) (3)<br />

2,159 2,023 2,238 2,238 2,238 2,238<br />

Source : Trinity Assets Co.,Ltd.<br />

Remarks:<br />

(1) In 2008, there was partially renovation for the restaurant<br />

(2) <strong>The</strong> average occupancy rate and average room rate are excluding <strong>of</strong> restaurant<br />

(3) From January to June 2010, there was the partially renovation <strong>of</strong> the arcade.<br />

Currently the renovation has been finished and the rental areas <strong>of</strong> the arcade are<br />

372.05 sq. meter. At present, there are 2 tenants: Botantei Restaurant and Sala<br />

Samoonprai Shop<br />

Plaza Building<br />

Items 2007 2008 2009 1 Jan 31<br />

Mar 2010<br />

1 Apr 30<br />

Jun 2010<br />

1 Jul 30<br />

Sept 2010<br />

Rental Income (Mil. Baht) 9.0 10.1 10.1 2.5 2.5 2.4<br />

Number <strong>of</strong> Rental Shops 74 78 78 76 76 74<br />

(shops) as <strong>of</strong> 31 December<br />

Total Rental Areas (sq. metre) 433.05 431.35 426.19 430.75 430.75 430.75<br />

as <strong>of</strong> 31 December<br />

Occupancy Rate (%) 95.4 100.0 97.4 97.68 97.68 94.97<br />

Average Rental Rate (Baht/sq.<br />

metre) (3)<br />

Source : Trinity Assets Co.,Ltd.<br />

1,984 2,012 2,035 2,011 2,011 2,007<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 7


1.2 Value <strong>of</strong> the Initial Investment Property <strong>of</strong> the Fund<br />

<strong>The</strong> initial investment property <strong>of</strong> the Fund will be acquired from Trinity Assets Co., Ltd., details<br />

are as follows:<br />

<strong>The</strong> Acquisition Cost <strong>of</strong> Assets<br />

(a)<br />

Glow Trinity Silom<br />

Buliding and Glow<br />

Trinity Silom Arcade<br />

Purchase price <strong>of</strong> building and arcade not exceeding Baht<br />

553,710,000 and<br />

Purchase price <strong>of</strong> furniture, fixtures and equipment not<br />

exceeding Baht 10,913,000<br />

(b) Plaza Building Not exceeding Baht 124,000,000<br />

Total Not exceeding Baht 688,623,000<br />

<strong>The</strong> Appraisal Value <strong>of</strong> the Initial Investment Property <strong>of</strong> the Fund<br />

<strong>The</strong> Appraisal Value by 2 Appraisal Company are as follows:<br />

(a) Appraiser : Brooke Real Estate Co.,Ltd. (Income Approach)<br />

Project<br />

Appraisal Value Date <strong>of</strong> Appraisal<br />

( Baht)<br />

Glow Trinity Silom Buliding 525,000,000 1 September 2010<br />

Glow Trinity Silom Arcade 77,000,000 1 September 2010<br />

Plaza Building 126,000,000 1 September 2010<br />

Total 728,000,000<br />

(b)<br />

Appraiser : Candor Consultant Co.,Ltd . (Income Approach)<br />

Project<br />

Appraisal Value Date <strong>of</strong> Appraisal<br />

( Baht)<br />

Glow Trinity Silom Buliding 520,400,000 1 September 2010<br />

Glow Trinity Silom Arcade 71,660,000 1 September 2010<br />

Plaza Building 124,000,000 1 September 2010<br />

Total 716,060,000<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 8


<strong>The</strong> appraisal value <strong>of</strong> Brooke Real Estate Co.,Ltd.., if adjusted by the benefit procurement<br />

agreement and forecast asset value <strong>of</strong> 10 years by which the Fund will not receive all<br />

income <strong>of</strong> the asset but due to the income guarantee during the initial 4 years lease (in<br />

case <strong>of</strong> extension <strong>of</strong> lease) will increase to 770,000,000 Baht<br />

<strong>The</strong> appraisal value <strong>of</strong> Candor Consultant Co.,Ltd.., if adjusted by the benefit procurement<br />

agreement and forecast asset value <strong>of</strong> 7 years by which the Fund will not receive all<br />

income <strong>of</strong> the asset but due to the income guarantee during the initial 4 years lease (in<br />

case <strong>of</strong> extension <strong>of</strong> lease) will increase to 743,000,000 Baht<br />

<strong>The</strong> Fund will purchase the property at the value <strong>of</strong> 688,623,000 Baht which is lower than<br />

the minimum appraisal value by 7.32 %. (Candor Consultant Co.,Ltd . adjusted in<br />

accordance with the benefit procurement agreement)<br />

1.3 General Benefits <strong>of</strong> the Fund<br />

Glow Trinity Silom Building<br />

<strong>The</strong> Fund shall lease Glow Trinity Silom Building, public utilities system, furniture fixtures and<br />

equipment (FF&E) <strong>of</strong> Glow Trinity Silom Building to Trinity Assets Co., Ltd. for the period <strong>of</strong> 3<br />

years. Upon the expiration <strong>of</strong> the lease term, the Fund is able to consider allowing the existing<br />

lessee to extend the lease agreement for another three years each.<br />

For the purpose <strong>of</strong> leasing the aforesaid assets, the fixed rental income is the main income <strong>of</strong> the<br />

Fund.<br />

However, in case <strong>of</strong> extension <strong>of</strong> the lease agreement with the existing lessee or the new lessee,<br />

the Fund and the lessee shall maintain the fixed rental income as the main income <strong>of</strong> the Fund.<br />

<strong>The</strong> fixed rental income and the variable income should not be lower than the existing rental rate<br />

unless there is any circumstance that beyond control <strong>of</strong> the parties<br />

Plaza Building and Glow Trinity Silom Arcade<br />

<strong>The</strong> Fund shall lease Plaza Building and Glow Trinity Silom Arcade, public utilities system, fixtures<br />

and equipment <strong>of</strong> Glow Trinity Silom Building to Trinity Assets Co., Ltd. for the period <strong>of</strong> 3 years.<br />

Upon the expiration <strong>of</strong> the lease term, the Fund is able to consider allowing the existing lessee to<br />

extend the lease agreement for another three years each on the condition that the rental will be<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 9


increased at no less than 5 percent <strong>of</strong> the existing rental and at no less than 5 percent <strong>of</strong> the latest<br />

rental <strong>of</strong> every two year.<br />

<strong>The</strong> Four-year Rental Guarantee <strong>of</strong> the Initial Investment Property by Trinity Assets Co., Ltd.<br />

Trinity Assets Co., Ltd. agrees and undertakes that the Fund shall have the annual rental income<br />

from the initial investment property by leasing to the lessee <strong>of</strong> Glow Trinity Silom Building and the<br />

lessee <strong>of</strong> Plaza Building and Glow Trinity Silom Arcade. <strong>The</strong> minimum guarantee rental income <strong>of</strong><br />

the Fund are as follows:<br />

Year 1 not less than 65,700,000 Baht<br />

Year 2 not less than 66,700,000 Baht<br />

Year 3 not less than 67,100,000 Baht<br />

Year 4 not less than 67,100,000 Baht (in case the Fund extents the lease for the first three years)<br />

Trinity Assets Co., Ltd. shall guarantee only the lessee are Trinity at Silom Co., Ltd. and Silomall<br />

Co., Ltd. or any related company only<br />

2. Summary <strong>of</strong> the Essentials <strong>of</strong> the Draft Agreements related to the Fund<br />

(A)<br />

Agreements related to the Funds initial investment<br />

1. Agreement to Purchase and Sell the Land <strong>of</strong> Glow Trinity Silom Building and<br />

Glow Trinity Silom Arcade<br />

Parties<br />

Property to<br />

purchase and<br />

sell<br />

Trinity Property Fund (the Purchaser or the Fund)<br />

Trinity Assets Co., Ltd. (the Seller)<br />

<strong>The</strong> property to purchase and sell includes:<br />

1. <strong>The</strong> 1 ngan and 96 4/10 -square-wah land and the 98 2/10 -squarewah<br />

land under the title deeds no. 3147 and no. 43104, located<br />

at Tambon Silom (Sathorn), Amphoe Bangrak, Bangkok;<br />

2. <strong>The</strong> six-story Glow Trinity Silom Building, located at No. 150 Soi<br />

Pipat 2, Silom Road, Bangrak District, Bangkok, on the property<br />

stated under Clause 1, with an approximate usable area <strong>of</strong><br />

3,428 square meters comprising 78 guest rooms (including<br />

connecting rooms), and approximately 369.57 square meters <strong>of</strong><br />

Glow Trinity Silom Arcade area for rent; and<br />

3. <strong>The</strong> public utilities system<br />

(Collectively referred to as the Initial Investment Property)<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 10


Transfer <strong>of</strong><br />

ownership,<br />

ownership<br />

transfer<br />

registration, and<br />

transfer <strong>of</strong><br />

occupancy<br />

1. <strong>The</strong> parties agree to submit this agreement for the registration <strong>of</strong><br />

the transfer <strong>of</strong> ownership <strong>of</strong> the Initial Investment Property with<br />

the competent <strong>of</strong>ficial at the Land Office, Bangkok, within 30<br />

business days <strong>of</strong> the Funds registration <strong>of</strong> its asset pool as a<br />

mutual fund with the Office <strong>of</strong> the SEC. <strong>The</strong> effective date <strong>of</strong><br />

such registration shall be deemed to be the Funds first day <strong>of</strong><br />

investment<br />

2. <strong>The</strong> Seller agrees to transfer the ownership and occupancy <strong>of</strong><br />

the Initial Investment Property to the Fund, and the Fund agrees<br />

to accept the transfer <strong>of</strong> ownership and occupancy <strong>of</strong> the Initial<br />

Investment Property from the Seller in as-is condition<br />

As-is condition refers the condition <strong>of</strong> the Initial Investment<br />

Property taking into consideration its general use and duration <strong>of</strong><br />

use. For the avoidance <strong>of</strong> doubt, as-is condition does not<br />

include defects or damage to the extent that the Initial<br />

Investment Property is rendered unusable pursuant to its<br />

objectives<br />

<strong>The</strong> parties agree that the transfer <strong>of</strong> occupancy shall become<br />

valid and effective as soon as the registration becomes effective<br />

under the law (the Ownership Transfer Day)<br />

3. <strong>The</strong> Purchaser shall become entitled to benefits, rights, and<br />

obligations from or related to the property to purchase and sell<br />

which arise as from 24.00 hr. <strong>of</strong> the day before the Ownership<br />

Transfer Day<br />

<strong>The</strong> Seller shall become entitled to benefits, rights, and<br />

obligations from or related to the property to purchase and sell<br />

which arise before 24.00 hr. <strong>of</strong> the day before the Ownership<br />

Transfer Day<br />

<strong>The</strong> Seller agrees to perform any act necessary for the delivery <strong>of</strong> the<br />

original title documents related to the Initial Investment Property on<br />

the Ownership Transfer Day and the delivery <strong>of</strong> the original<br />

documents related to the property, for instance construction permits,<br />

the plans <strong>of</strong> Glow Trinity Silom Building, the letter <strong>of</strong> notification <strong>of</strong><br />

ownership transfer issued to the parties and the Sellers connected<br />

third parties, and any other documents related to the transfer <strong>of</strong><br />

ownership <strong>of</strong> the Initial Investment Property<br />

<strong>The</strong> Seller agrees to transfer the public utilities system to the Fund<br />

within 30 days <strong>of</strong> the Ownership Transfer Day, including performing<br />

any act necessary for the transfer <strong>of</strong> the public utilities system<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 11


Compensation<br />

for the transfer <strong>of</strong><br />

ownership<br />

<strong>The</strong> Sellers<br />

representations<br />

and warranties<br />

Not exceeding Baht 553,710,000 (five hundred and fifty-three million<br />

seven hundred and ten thousand baht), to be paid in full by the<br />

Purchaser on the day <strong>of</strong> registering the transfer <strong>of</strong> ownership <strong>of</strong> the<br />

property to purchase and sell with the competent <strong>of</strong>ficial at the Land<br />

Office, Bangkok (the Funds First Day <strong>of</strong> Investment)<br />

On the day <strong>of</strong> this agreement and the Funds First Day <strong>of</strong> Investment,<br />

the Seller represents and warrants that:<br />

1. <strong>The</strong> Seller holds a license, has been granted permission, or is<br />

deemed to have been fully licensed by competent authorities for<br />

the operation <strong>of</strong> the real property development business related<br />

to the Initial Investment Property, including for the construction,<br />

opening, and operation <strong>of</strong> the real property development<br />

business, and such license and/or permission related to the<br />

Initial Investment Property remains fully effective as <strong>of</strong> the date <strong>of</strong><br />

the agreement<br />

<strong>The</strong> Seller has never violated any condition <strong>of</strong> the license or<br />

permission related to the Initial Investment Property<br />

<strong>The</strong> Seller has never committed any act which may cause the<br />

license and/or permission related to the Initial Investment<br />

Property to be suspended, cancelled, or revoked<br />

2. On the Funds First Day <strong>of</strong> Investment, the Seller holds the<br />

ownership <strong>of</strong> the Initial Investment Property, and such Property is<br />

free <strong>of</strong> any encumbrance<br />

<strong>The</strong> Sellers<br />

responsibilities<br />

regarding the<br />

exercise <strong>of</strong> the<br />

rights pursuant to<br />

the agreement<br />

permitting the<br />

use <strong>of</strong> streets<br />

and walkways<br />

<strong>The</strong> Seller agrees with the Fund that throughout the Funds<br />

ownership <strong>of</strong> the land <strong>of</strong> the Glow Trinity Silom Building, should the<br />

Trinity Complex Condominium Juristic Person be in breach <strong>of</strong> the<br />

agreement permitting the use <strong>of</strong> streets and walkways, or when such<br />

agreement is terminated for any reason, the Fund shall demand that<br />

the Seller modify Glow Trinity Silom Building at its own expense by,<br />

for instance, installing car lifts for transporting incoming and outgoing<br />

vehicles to and from Glow Trinity Silom Buildings underground car<br />

parks, or constructing an entrance and an exit for customers and<br />

vehicles, etc., in order to provide Glow Trinity Silom guests, retail<br />

store customers, and visitors to Glow Trinity Silom Building with<br />

access to Soi Naradhiwas Rajanagarindra 3<br />

In addition, throughout the entire period in which Trinity at Silom Co.,<br />

Ltd. remains a party to the lease agreement for the land <strong>of</strong> Glow<br />

Trinity Silom Building and furniture, fixtures, and equipment made<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 12


with the Fund, in the case <strong>of</strong> the Trinity Complex Condominium<br />

Juristic Persons breach <strong>of</strong> the agreement permitting the use <strong>of</strong><br />

streets and walkways or in case such agreement is terminated for<br />

any reason, causing the Funds annual net income to fall below its<br />

average net rental income for the previous three accounting periods<br />

within three years <strong>of</strong> such breach (where such average income for<br />

the previous three accounting periods shall not be lower than the net<br />

income for the previous accounting period plus the progressive net<br />

income rate <strong>of</strong> five percent), the Seller agrees to compensate the<br />

Fund for the difference in the annual rental income within 30 days <strong>of</strong><br />

the Funds written notification to the Seller. For this purpose, the<br />

compensation shall be calculated from the difference in the Funds<br />

average net rental income for the previous three accounting periods,<br />

where such average income for the previous three accounting<br />

periods shall not be lower than the net income for the previous<br />

accounting period plus the progressive net income rate <strong>of</strong> five<br />

percent plus the Funds net rental income after the Trinity Complex<br />

Condominium Juristic Persons breach <strong>of</strong> the agreement permitting<br />

the use <strong>of</strong> streets and walkways or the termination <strong>of</strong> such agreement<br />

for any reason<br />

In the case <strong>of</strong> a breach <strong>of</strong> the agreement permitting the use <strong>of</strong><br />

walkways prior to the third anniversary <strong>of</strong> the lease agreement for the<br />

land <strong>of</strong> Glow Trinity Silom Building and furnitures, fixtures, and<br />

equipments, the average net rental income shall be the average<br />

rental income for the number <strong>of</strong> years <strong>of</strong> the breach, provided that<br />

such amount shall not be lower than the net income for the previous<br />

accounting period plus the progressive net income rate <strong>of</strong> five<br />

percent. Furthermore, should the Fund deem that Glow Trinity Silom<br />

Building after the Sellers modifications remains unfit for business or<br />

should the Seller fail to fulfill the conditions for the modification <strong>of</strong><br />

Glow Trinity Silom Building within the period <strong>of</strong> time specified in the<br />

agreement, the Seller agrees to repurchase the land <strong>of</strong> the Glow<br />

Trinity Silom Building and furnitures, fixtures, and equipments and<br />

Glow Trinity Silom Arcade from the Fund at the appraised value <strong>of</strong><br />

such property but not lower than the Funds initial investment amount<br />

less amortization at the annual rate <strong>of</strong> one percent from the year <strong>of</strong><br />

the Funds investment to the year <strong>of</strong> the repurchase <strong>of</strong> the land <strong>of</strong><br />

Glow Trinity Silom Building and furnitures, fixtures, and equipments<br />

and Glow Trinity Silom Arcade according to the following formula:<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 13


Initial investment x [1 (the number <strong>of</strong> investment years x 1%)]<br />

Notes : For a period less than one year, the actual proportion <strong>of</strong> the<br />

year shall apply<br />

: <strong>The</strong> appraisal <strong>of</strong> the property shall be arranged after the<br />

management company has decided to sell the property, and the<br />

appraisal report shall be no longer than six months old to the date <strong>of</strong><br />

the sale<br />

It should be noted that the aforesaid repurchase <strong>of</strong> the property shall<br />

apply only when the Fund deems that Glow Trinity Silom Building<br />

remains unfit for business. Thus, such sale <strong>of</strong> the land <strong>of</strong> Glow Trinity<br />

Silom Building and furnitures, fixtures, and equipments and Glow<br />

Trinity Silom Arcade by the Fund back to Trinity Assets Co., Ltd. does<br />

not fall within the scope <strong>of</strong> general sale <strong>of</strong> assets <strong>of</strong> a property fund<br />

pursuant to the rules and procedures stipulated by relevant<br />

securities laws<br />

Repurchase in any other cases shall be in accordance with the rules<br />

and procedures stipulated by relevant securities laws<br />

Default or<br />

termination<br />

events<br />

Any <strong>of</strong> the following events is deemed to be a default or termination<br />

event for the parties involved in such event, as the case may be:<br />

1. Any time prior to the Funds First Day <strong>of</strong> Investment, either<br />

party fails to perform in accordance with this agreement or is<br />

in breach <strong>of</strong> its representations and warranties given herein,<br />

thus causing the Fund to be unable to use the Initial<br />

Investment Property pursuant to the objectives <strong>of</strong> this<br />

agreement<br />

2. <strong>The</strong> parties have agreed in writing to terminate the agreement<br />

3. <strong>The</strong> Fund is unable to register the transfer <strong>of</strong> ownership within<br />

30 business days <strong>of</strong> the Funds registration <strong>of</strong> its asset pool as<br />

a mutual fund<br />

4. <strong>The</strong> following agreements are terminated:<br />

4.1 the sale and purchase agreement for the furniture,<br />

fixtures and equipment <strong>of</strong> Glow Trinity Silom Building<br />

and Glow Trinity Silom Arcade, between Trinity<br />

Property Fund and Trinity Assets Co., Ltd.; and/or<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 14


4.2 the agreement to purchase and sell Plaza building and<br />

related fixtures and equipments, between Trinity<br />

Property Fund and Trinity Assets Co., Ltd.<br />

Taxes and<br />

expenses<br />

Penalty fee<br />

1. Expenses related to the transfer <strong>of</strong> ownership<br />

<strong>The</strong> Purchaser agrees to be responsible for the fees for<br />

registering the rights and the transfer <strong>of</strong> the Initial Investment<br />

Property. <strong>The</strong> Seller agrees to be responsible for taxes and<br />

duties, fees, and expenses incurred, for instance corporate<br />

income tax, withholding corporate income tax on the Sellers<br />

income from sale <strong>of</strong> property, specific business tax, or stamp<br />

duty<br />

2. Expenses incurred as from the Funds First Day <strong>of</strong> Investment<br />

<strong>The</strong> Fund is required to pay building and land taxes, local<br />

administration tax, specific business tax, signboard tax, other<br />

taxes, or any fee possibly charged by governmental<br />

authorities as a result <strong>of</strong> or in connection with the use <strong>of</strong> the<br />

Initial Investment Property as from the Funds First Day <strong>of</strong><br />

Investment<br />

In case the Seller has paid on the Funds behalf building and<br />

land taxes, local administration tax, specific business tax,<br />

signboard tax, other taxes, or any fee possibly charged by<br />

governmental authorities as a result <strong>of</strong> or in connection with<br />

the Initial Investment Property incurred as from the Funds<br />

First Day <strong>of</strong> Investment, the Fund agrees to fully reimburse the<br />

Seller for such building and land taxes, local administration<br />

tax, signboard tax, other taxes, or any such fee in proportion<br />

to the remaining effective period <strong>of</strong> such tax or fee within 30<br />

days <strong>of</strong> the Sellers written notification to the Fund<br />

In the event that either party defaults on any payment payable by it<br />

under the agreement to purchase and sell, the other party is entitled<br />

to demand a penalty fee at the annual rate <strong>of</strong> 7.5 percent <strong>of</strong> such<br />

outstanding amount until full payment is made<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 15


2. Sale and Purchase Agreement for the Furniture, Fixtures, and Equipment <strong>of</strong> Glow<br />

Trinity Silom Building and Glow Trinity Silom Arcade<br />

Parties<br />

Purchased and<br />

Sold Property<br />

Trinity Property Fund (the Purchaser or the Fund)<br />

Trinity Assets Co., Ltd. (the Seller)<br />

<strong>The</strong> furniture, fixtures, and related equipments having been installed<br />

and in use in the property to purchase and sell under the Agreement<br />

to Purchase and Sell the Land <strong>of</strong> Glow Trinity Silom Building and<br />

Glow Trinity Silom Arcade prior to the registration <strong>of</strong> the asset pool as<br />

a mutual fund<br />

(Collectively referred to as the Purchased and Sold Property)<br />

Compensation<br />

for the transfer <strong>of</strong><br />

ownership<br />

<strong>The</strong> Sellers<br />

representations<br />

and warranties<br />

Default or<br />

termination<br />

events<br />

Not exceeding Baht 10,913,000 (ten million nine hundred and<br />

thirteen thousand baht), exclusive <strong>of</strong> value-added tax, to be paid in<br />

full by the Purchaser on the day <strong>of</strong> registering the transfer <strong>of</strong><br />

ownership <strong>of</strong> the Purchased and Sold Property<br />

On the day <strong>of</strong> this agreement and the Funds First Day <strong>of</strong> Investment,<br />

the Seller represents and warrants that:<br />

1. <strong>The</strong> Purchased and Sold Property is in good condition and<br />

free <strong>of</strong> material defects and has been given such proper<br />

repair and maintenance as fit for other properties similar in<br />

nature to the Purchased and Sold Property<br />

2. Prior to the Ownership Transfer Day, the Seller did not<br />

perform any act which granted a third party a right to use the<br />

Purchased and Sold Property in any manner other than<br />

renting rooms to guests and residents <strong>of</strong> Glow Trinity Silom<br />

Building and retail lessees under the lease agreement, the<br />

service agreement, and the general service agreement <strong>of</strong><br />

Glow Trinity Silom Building<br />

3. <strong>The</strong> Seller holds the ownership <strong>of</strong> the Purchased and Sold<br />

Property, and the Purchased and Sold Property is free <strong>of</strong> any<br />

encumbrance<br />

Any <strong>of</strong> the following events is deemed to be a default or termination<br />

event for the parties involved in such event, as the case may be:<br />

1. Any time prior to the Funds First Day <strong>of</strong> Investment, either<br />

party fails to perform in accordance with this agreement or is<br />

in breach <strong>of</strong> its representations and warranties given herein,<br />

thus causing the Fund to be unable to use the Initial<br />

Investment Property pursuant to the objectives <strong>of</strong> this<br />

agreement<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 16


2. <strong>The</strong> parties have agreed in writing to terminate the agreement<br />

3. <strong>The</strong> following agreements are terminated:<br />

3.1 the Agreement to Purchase and Sell the land <strong>of</strong> Glow<br />

Trinity Silom Building and Glow Trinity Silom Arcade,<br />

between Trinity Property Fund and Trinity Assets Co.,<br />

Ltd.; and/or<br />

3.2 the Agreement to Purchase and Sell the Plaza Building<br />

and related Fixtures and Equipment, between Trinity<br />

Property Fund and Trinity Assets Co., Ltd.<br />

Taxes and<br />

expenses<br />

<strong>The</strong> Fund agrees to be responsible for value-added tax on the value<br />

<strong>of</strong> the property. <strong>The</strong> parties agree that fees and taxes and duties, if<br />

any, related to the transfer <strong>of</strong> ownership <strong>of</strong> the Purchased and Sold<br />

Property shall be borne equally by both parties. <strong>The</strong> Seller shall be<br />

solely responsible for the corporate income tax and the withholding<br />

corporate income tax on the Sellers income generated under this<br />

agreement<br />

3. Agreement to Purchase and Sell the Plaza Building and Related Fixtures and<br />

Equipment<br />

Parties<br />

Properties<br />

Conditions<br />

Precedent<br />

Ownership<br />

Transfer,<br />

Registration <strong>of</strong><br />

Ownership<br />

Transfer and<br />

Hand Over<br />

Trinity Property Fund (the Purchaser or the Fund)<br />

Trinity Assets Co., Ltd. (the Seller)<br />

Properties consist <strong>of</strong>:-<br />

1. Condominium Unit No. 425/128 (Basement), area <strong>of</strong> 342.81<br />

square meters and Unit No. 425/129 (1 st Floor), area <strong>of</strong> 333.08<br />

square meters under Trinity Complex Condominium Project<br />

situated on the title deed no. 530, land no. 455, survey page<br />

413, at Silom (Sathorn) Sub-district, Bangrak District, Bangkok<br />

2. Public utilities system, fixtures and equipment<br />

(Collectively referred to as the Properties)<br />

Same as those mentioned in the Agreement to Purchase and Sell the<br />

Land <strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade<br />

Same as those mentioned in the Agreement to Purchase and Sell the<br />

Land <strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 17


Remuneration<br />

Representations<br />

and Warranties <strong>of</strong><br />

Purchaser<br />

Representations<br />

and Warranties <strong>of</strong><br />

Seller<br />

Event <strong>of</strong> Default<br />

or Termination<br />

Event<br />

Tax and Expense<br />

Penalty<br />

Not exceeding than Baht 124,000,000,000 (Baht One Hundred<br />

Twenty Four Thousand Million) to be paid in full by the Purchaser on<br />

the day <strong>of</strong> registering the transfer <strong>of</strong> ownership <strong>of</strong> the property to<br />

purchase and sell with the competent <strong>of</strong>ficial at the Land Office,<br />

Bangkok (the Funds First Day <strong>of</strong> Investment)<br />

Same as those mentioned in the Agreement to Purchase and Sell the<br />

Land <strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade<br />

Same as those mentioned in the Agreement to Purchase and Sell the<br />

Land <strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade<br />

Same as those mentioned in the Agreement to Purchase and Sell the<br />

Land <strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade<br />

However, Clause 4 <strong>of</strong> the Agreement to Purchase and Sell the Land<br />

<strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade will also<br />

apply to this agreement as follows:-<br />

4. Upon termination <strong>of</strong> the following agreements<br />

4.1 the Agreement to Purchase and Sell the Land <strong>of</strong> Glow<br />

Trinity Silom Building and Glow Trinity Silom Arcade<br />

between Trinity Property Fund and Trinity Assets Co.,<br />

Ltd.; and/or<br />

4.2 the Sale and Purchase Agreement for Furniture, Fixtures<br />

and Equipment <strong>of</strong> Glow Trinity Silom Building and Glow<br />

Trinity Silom Arcade between Trinity Property Fund and<br />

Trinity Assets Co., Ltd.<br />

Same as those mentioned in the Agreement to Purchase and Sell the<br />

Land <strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade<br />

Same as those mentioned in the Agreement to Purchase and Sell the<br />

Land <strong>of</strong> Glow Trinity Silom Building and Glow Trinity Silom Arcade<br />

(B)<br />

Agreements relating to Benefit Procurement <strong>of</strong> Initial Investment Property<br />

1. Lease Agreement <strong>of</strong> Land, Glow Trinity Silom Building and Furniture, Fixtures and<br />

Equipment<br />

Parties<br />

Trinity Property Fund (the Lessor or the Fund)<br />

Trinity at Silom Co., Ltd. (the Lessee)<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 18


Leased Properties 1. <strong>The</strong> 1 ngan and 96 4/10 -square-wah land and the 98 2/10 -squarewah<br />

land under the title deeds no. 3147 and no. 43104,<br />

located at Tambon Silom (Sathorn), Amphoe Bangrak,<br />

Bangkok<br />

Lease Term<br />

Rent<br />

2. <strong>The</strong> six-story Glow Trinity Silom Building, located at No. 150<br />

Soi Pipat 2, Silom Road, Bangrak District, Bangkok on the land<br />

plot in Item 1 with an approximate area <strong>of</strong> 3,428 square meters<br />

3. Public utilities system; and<br />

4. Relevant furniture, fixtures and equipment installed and used<br />

in Glow Trinity Silom Building<br />

(Collectively, the Leased Properties)<br />

3 years from the effective date <strong>of</strong> the Lease Agreement, and after<br />

the expiration, the Fund may allow the Lessee to renew the term for<br />

successive period(s) <strong>of</strong> 3 years each<br />

Rent consists <strong>of</strong>:-<br />

1. Fixed Rent<br />

Fixed Rent : Baht 37,345,597 per year<br />

(Annual Fixed Rent) from the commencement date <strong>of</strong> the<br />

lease term, payable on a monthly basis in the approximate<br />

amount <strong>of</strong> Baht 3,112,133 (Monthly Fixed Rent). <strong>The</strong> Annual<br />

Fixed Rent will be calculated from January 1 to December 31<br />

<strong>of</strong> each year, except for the first and last years that will be<br />

calculated proportionately from the commencement date to<br />

December 31 <strong>of</strong> such year<br />

1.1 In relation to the payment <strong>of</strong> Fixed Rent in any month, the<br />

Lessee may pay to the Fund the Fixed Rent in the amount<br />

less than the Monthly Fixed Rent without default<br />

In each quarter from the commencement date <strong>of</strong> the<br />

lease term, if the Lessee pays to the Fund the Fixed Rent<br />

in the amount less than the required amount due in such<br />

quarter, it shall be deemed that the Lessee defaults on<br />

payment<br />

1.2 <strong>The</strong> remaining amount <strong>of</strong> the Fixed Rent that the Fund has<br />

not received in such period shall be deemed the<br />

Accrued Unpaid Amount and the Lessee shall repay the<br />

same to the Fund in the following order<br />

(a) Fixed Rent<br />

(b) Accrued Unpaid Amount<br />

(c) Variable Rent<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 19


2. Variable Rent<br />

Variable Rent shall be calculated on the following formula.<br />

[ A x ( B - C - D - E F )]<br />

Whereat<br />

A = Variable Rent at 80 percent<br />

B = Operating revenue generated from Glow<br />

Trinity Silom Building in such particular<br />

month (e.g. revenues from rooms, meals,<br />

beverages and other operations)<br />

C = Operating costs incurred for Glow Trinity<br />

Silom Building in such particular month<br />

(e.g. operating costs for rooms, meals,<br />

beverages and other operations)<br />

D = Expenses arising out <strong>of</strong> operation <strong>of</strong><br />

Glow Trinity Silom Building in such<br />

particular month (e.g. sale and<br />

management expenses etc.)<br />

E = Other expenses <strong>of</strong> Glow Trinity Silom<br />

Building in such particular month (e.g.<br />

building tax, insurance premium and<br />

management fee etc.)<br />

F = Fixed Rent (including Accrued Unpaid<br />

Amount)<br />

During the lease term, the parties agree to compare the Variable<br />

Rent actually paid already in each fiscal year (Paid Variable Rent)<br />

with the Variable Rent calculated from the financial information as<br />

shown in the audited annual financial statements <strong>of</strong> the Lessee that<br />

are submitted by the Lessee to the Fund (Actual Variable Rent)<br />

Both parties agree to jointly complete the calculation <strong>of</strong> the Actual<br />

Variable Rent within 20 business days after the end <strong>of</strong> fiscal year <strong>of</strong><br />

the Fund (the Calculation Date)<br />

Where the Actual Variable Rent, after calculation, happens to be<br />

zero or lesser, the Lessee shall not be required to pay the Variable<br />

Rent to the Fund<br />

In the event that the Paid Variable Rent does not equal to the Actual<br />

Variable Rent, the parties agree as follows:-<br />

2.1 If the Paid Variable Rent is more than the Actual Variable Rent,<br />

the Fund shall take any <strong>of</strong> the following actions<br />

(a) Return the balance to the Lessee within 15 business days<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 20


Rights and Duties<br />

<strong>of</strong> Lessee<br />

after the Calculation Date; or<br />

(b) Offset the balance against the rent that the Fund is<br />

entitled to receive from the Lessee on the first payment <strong>of</strong><br />

the Variable Rent from the Calculation Date by giving a<br />

written notice to the Lessee, within 15 business days after<br />

the Calculation Date<br />

2.2 If the Paid Variable Rent is less than the Actual Variable Rent,<br />

the Lessee shall pay the balance to the Fund within 15<br />

business days after the Calculation Date<br />

1. <strong>The</strong> Lessee may construct structures or any fixtures, or modify<br />

or alter the Leased Properties in material respects in whole or<br />

in part, to be in line with the purpose <strong>of</strong> the lease; provided<br />

that the Lessee shall obtain the Funds written consent. <strong>The</strong><br />

Fund will give or not give such consent in due time<br />

Those structures, additions, modifications or alternations and<br />

constructions shall be property <strong>of</strong> the Fund<br />

In the event that such structures, constructions, fixtures,<br />

modifications or alternations cause damages to any person or<br />

building or violate applicable laws, rules, regulations or<br />

ordinances <strong>of</strong> the relevant authorities, then the Lessee shall be<br />

held solely liable for damages<br />

2. During the lease term, the Lessee shall engage Invision<br />

Hospitality Company Limited (Manager) to operate the<br />

business where the Lessee will have entered into or performed<br />

its obligations under the Property Management Agreement<br />

with Invision Hospitality Company Limited on the<br />

commencement date and the Lessee further agrees under the<br />

Property Management Agreement as follows:-<br />

2.1 Terms and conditions <strong>of</strong> the Property Management<br />

Agreement shall not conflict with those <strong>of</strong> this Lease<br />

Agreement. In case <strong>of</strong> inconsistency between the<br />

agreements, the terms and conditions <strong>of</strong> this Lease<br />

Agreement shall prevail<br />

<strong>The</strong> Lessee shall procure the Manager to comply with<br />

the terms and conditions relating to the business<br />

operation <strong>of</strong> the Leased Properties pursuant to the<br />

Lease Agreement<br />

2.2 <strong>The</strong> Lessee shall not terminate the Property<br />

Management Agreement for whatever reasons unless<br />

having obtained a prior written consent from the Fund<br />

2.3 <strong>The</strong> Lessee shall upon the Funds request exercise its<br />

rights under the Property Management Agreement in<br />

accordance with the conditions, provisions and methods<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 21


set out in such agreement<br />

2.4 Upon termination <strong>of</strong> the Property Management<br />

Agreement pursuant to the provisions <strong>of</strong> the Property<br />

Management Agreement, the Lessee shall jointly<br />

discuss with the Fund on the appointment <strong>of</strong> a new<br />

property manager, if any<br />

3. <strong>The</strong> Lessee shall carry out things as may be necessary to<br />

acquire or assign hotel operation permit as well as other<br />

relevant permits<br />

4. <strong>The</strong> Lessee shall pay the land and building tax or any fee<br />

imposed by the relevant authorities arising out <strong>of</strong> or in<br />

connection with use <strong>of</strong> the Leased Properties from the<br />

effective date <strong>of</strong> this agreement onwards<br />

In the event that the Lessor pays the land and building tax or<br />

any fees imposed by the relevant authorities from the effective<br />

date <strong>of</strong> this agreement onwards, arising out <strong>of</strong> or in connection<br />

with use <strong>of</strong> the Leased Properties, the Lessee shall reimburse<br />

the land and building tax or fees to the Lessor in full within 30<br />

business days from the receipt date <strong>of</strong> a written notice from<br />

the Fund<br />

5. <strong>The</strong> Lessee shall open and maintain the following bank<br />

accounts as mutually agreed by the parties<br />

- Revenue Account <strong>of</strong> the Lessee<br />

- Operating Expense Account <strong>of</strong> the Lessee<br />

<strong>The</strong> Lessee shall enter into an assignment agreement <strong>of</strong> right<br />

over such accounts with the Fund where the right over the<br />

accounts shall be unconditionally assigned to the Fund as <strong>of</strong><br />

the termination date <strong>of</strong> this Lease Agreement. However, the<br />

assignment shall be required only when the Lessee has<br />

outstanding debt owing to the Fund<br />

6. During the lease term, the Lessee shall furnish the following<br />

documents to the Fund<br />

a. Management account report, including revenue and<br />

expense in each month as well as detailed calculation <strong>of</strong><br />

the rent under this agreement, within 15 business days<br />

from the last day <strong>of</strong> each month<br />

b. Audited annual financial statements <strong>of</strong> the Lessee as <strong>of</strong><br />

December 31 <strong>of</strong> each year, prepared by the Lessees<br />

auditor as approved by the Fund, within 20 business days<br />

from the last day <strong>of</strong> December<br />

c. Projection <strong>of</strong> revenues and expenses for the next fiscal<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 22


year (Budget) consisting <strong>of</strong>:-<br />

(1) Projected revenues and expenses as well as<br />

operating expenses <strong>of</strong> Glow Trinity Silom Building<br />

(2) Capital Expenditure Budget<br />

In preparation <strong>of</strong> the Budget, the procedure shall be<br />

taken as follows:-<br />

(1) <strong>The</strong> Lessee shall prepare and propose Budget to the<br />

Fund for approval at least 45 business days prior to<br />

the end <strong>of</strong> each fiscal year. <strong>The</strong> Fund will approve<br />

and so notify the Lessee within 30 business days<br />

from the receipt date <strong>of</strong> the Budget from the Lessee<br />

Should the Fund not so notify within the given period,<br />

it is agreed that the Budget shall be in accordance<br />

with the budget proposed by the Lessee<br />

With respect to the first budget, the Lessee agreed to<br />

prepare and propose to the Fund for approval within<br />

45 business days from the effective date <strong>of</strong> this<br />

agreement<br />

(2) In the event that the Fund rejects the detailed<br />

budget, it is agreed to temporarily use the last years<br />

detailed budget until the issues have been resolved.<br />

<strong>The</strong> parties shall resolve the issues within 45<br />

business days from the date commencing the fiscal<br />

year at issue or within an agreed period<br />

(3) Where the parties cannot resolve the issue, the Fund<br />

will determine the detailed budget by giving into<br />

consideration the Funds objectives and appropriate<br />

business operation direction. <strong>The</strong> decision <strong>of</strong> the<br />

Fund shall be conclusive and binding the parties<br />

(4) Where any other expense, in the Lessees view, is<br />

urgently necessary and reasonable to carry out the<br />

business <strong>of</strong> Glow Trinity Silom Building and/or for<br />

security <strong>of</strong> customers in Glow Trinity Silom Building,<br />

which are not covered by the approved Budget <strong>of</strong><br />

the Lessee, and unable to propose for prior approval<br />

<strong>of</strong> the Fund as required by this agreement, then the<br />

Lessee may incur those expenses without the Funds<br />

approval. However, the aggregated amount <strong>of</strong> such<br />

expenses shall not exceed Baht 500,000 per<br />

payment nor exceed Baht 1,000,000 per year. In this<br />

regard, the Lessee shall report such payment to the<br />

Fund in writing within 15 business days from the date<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 23


<strong>of</strong> payment<br />

Sublease and<br />

Assignment<br />

Insurance<br />

Where the Lessee has made such payment (excluding<br />

expenses arising out <strong>of</strong> management <strong>of</strong> Glow Trinity<br />

Silom Building), the Fund will at its discretion reimburse<br />

the appropriate and reasonable amount to the Lessee<br />

within 15 business days from the receipt date <strong>of</strong> the<br />

Lessees notice, unless otherwise agreed by the parties<br />

7. <strong>The</strong> Lessee shall furnish to the Fund the information relating to<br />

the operation <strong>of</strong> the Glow Trinity Silom Building, including<br />

information relating to or under the Management Agreement,<br />

as may be notified in writing by the Fund to the Lessee<br />

<strong>The</strong> Lessee shall not assign its rights under this Agreement in whole<br />

or in part to any person, unless having obtained a prior written<br />

consent from the Fund<br />

<strong>The</strong> Lessee shall not sublease the Leased Properties to any third<br />

party in whole or in part, except for the sublease under the operation<br />

<strong>of</strong> Serviced Apartment Project or hotel (in case <strong>of</strong> having obtained a<br />

hotel operation license) or unless having obtained a prior written<br />

consent from the Fund<br />

<strong>The</strong> aforesaid terms and conditions shall not be applicable to the<br />

sublease <strong>of</strong> the Leased Properties in an area <strong>of</strong> not exceeding 50<br />

square meters and/or with a lease term less than 1 year<br />

<strong>The</strong> Lessee shall procure the following insurances sufficiently and<br />

appropriately to the Funds interest to the property invested<br />

throughout the lease term<br />

1. Casualty insurance and property insurance where<br />

1.1 the Fund will be an insured<br />

1.2 the Fund will be a beneficiary<br />

1.3 the Lessee will pay the premium<br />

1.4 the insurance coverage shall equal to the replacement<br />

value <strong>of</strong> the Leased Properties or other values determined<br />

at the discretion <strong>of</strong> the Management Company and<br />

Mutual Fund Supervisor pursuant to the regulations<br />

prescribed by the SEC and/or the Office <strong>of</strong> the SEC<br />

2. Business Interruption Insurance where<br />

2.1 the Fund will be an insured<br />

2.2 the Fund will be a beneficiary<br />

2.3 the Lessee will pay the premium<br />

2.4 Period <strong>of</strong> indemnity will be 3 years<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 24


Maintenance <strong>of</strong><br />

Leased Properties<br />

3. Third Party Liability Insurance where<br />

3.1 the Fund will be an insured<br />

3.2 the Fund will be a beneficiary<br />

3.3 the Lessee will pay the premium<br />

a. Partial loss <strong>of</strong> Glow Trinity Silom Building as a result <strong>of</strong><br />

casualty<br />

In case <strong>of</strong> partial loss <strong>of</strong> Glow Trinity Silom Building,<br />

the parties agree that:-<br />

1. <strong>The</strong> Fund or a person designated by the Fund will<br />

be responsible for restoring Glow Trinity Silom<br />

Building to the normal conditions within 3 years<br />

by using the whole amount <strong>of</strong> the compensation<br />

received under the casualty insurance policy<br />

Should the designated person be unable to<br />

repair or newly construct within the<br />

aforementioned period, the Fund may claim<br />

damages from the Lessee and/or terminate this<br />

Agreement<br />

2. During repair, the Fund will be entitled to the<br />

business interruption insurance<br />

3. This Agreement will remain in force<br />

<strong>The</strong> partial loss in this provision means partial loss <strong>of</strong><br />

Glow Trinity Silom Building that is not covered by the<br />

provision <strong>of</strong> the total loss <strong>of</strong> Glow Trinity Silom Building<br />

in paragraph b.<br />

b. Total loss <strong>of</strong> Glow Trinity Silom Building as a result <strong>of</strong><br />

casualty<br />

In the event that Glow Trinity Silom Building suffers a<br />

loss in whole or substantial part, rendering the Lessee<br />

unable to enjoy the Lease Properties (i.e. by their<br />

nature, they cannot be restored or constructed newly),<br />

then this Agreement shall be terminated<br />

(Total loss means an event where the Fund is unable<br />

to enjoy Glow Trinity Silom Building by the applicable<br />

law or unable to enjoy the Leased Properties more<br />

than 50 percent <strong>of</strong> the buildings space)<br />

In case <strong>of</strong> immovable property<br />

Except for the Leased Properties that are damaged or destroyed by<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 25


those events specified in the casualty insurance policy and for<br />

damages to machinery in the Leased Properties that are covered by<br />

the insurance, the Lessee shall, throughout the lease term, be<br />

responsible for the maintenance <strong>of</strong> the Lease Properties as follows:-<br />

1. Maintain, repair and improve the Leased Properties in good<br />

conditions suitable for purpose <strong>of</strong> use specified in this<br />

agreement in the same manner the Lessee repair and maintain<br />

other similar properties at the Lessees expenses<br />

2. Take any steps relating to renovation <strong>of</strong> the Leased Properties<br />

at the Funds expense pursuant to the Budget<br />

In case <strong>of</strong> movable property<br />

1. Throughout the lease term, the parties agreed that the Lessee<br />

shall be responsible for buying furniture, fixtures and<br />

equipment necessary for business operation at the Funds<br />

expense as may be approved by the Fund. Ownership <strong>of</strong> the<br />

furniture, fixtures and equipment shall belong to the Fund and<br />

shall be deemed the Leased Properties under this agreement<br />

2. <strong>The</strong> Fund may authorize the Lessee to sell the furniture,<br />

fixtures and equipment. Proceed from such sale shall be<br />

delivered to the Fund accordingly<br />

Determination <strong>of</strong> the maintenance budget <strong>of</strong> the Leased Properties<br />

<strong>The</strong> Fund will determine the budget as from the first investment as<br />

follows:-<br />

1) For the first and second year, 2% <strong>of</strong> the income generated<br />

from the operation <strong>of</strong> Glow Trinity Silom Building<br />

2) For the third year, 3% <strong>of</strong> the income generated from the<br />

operation <strong>of</strong> Glow Trinity Silom Building<br />

And, where the properties are leased out thereafter, the Fund will<br />

determine the maintenance budget <strong>of</strong> the Leased Properties as<br />

follows:-<br />

1) For the 4 th and 5 th year, 3% <strong>of</strong> the income generated from the<br />

operation <strong>of</strong> Glow Trinity Silom Building<br />

2) For the 6 th year onwards throughout the term, 4% <strong>of</strong> the<br />

income generated from the operation <strong>of</strong> Glow Trinity Silom<br />

Building<br />

It is further agreed on such budget as follows:<br />

a. Such budget shall not be deemed an expense for calculation<br />

<strong>of</strong> the net pr<strong>of</strong>it <strong>of</strong> the Fund<br />

In any fiscal year the Fund is required to pay the renovation<br />

expense under this agreement, and expense for procurement<br />

<strong>of</strong> furniture, fixtures and equipment for Glow Trinity Silom<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 26


Event <strong>of</strong> Default<br />

or Termination<br />

Event<br />

Building, only those portions actually incurred to be<br />

considered expense <strong>of</strong> the Fund<br />

b. Expense <strong>of</strong> the Fund in paragraph a. will be in accordance<br />

with the budget approved by the Fund and the aggregated<br />

expenses will not exceed the Budget<br />

Upon the Lessees requests, the Fund shall transfer the renovation<br />

expense to the Lessee on the following conditions:<br />

a. Such expense must be capital expenditure budget<br />

b. <strong>The</strong> aggregated amount must not exceed the Budget that the<br />

Lessor set out for the expense under this lease agreement<br />

<strong>The</strong> Lessee shall prepare the report on spending and use <strong>of</strong> the<br />

budget to pay the maintenance expenses <strong>of</strong> the Leased Properties<br />

and submit the same to the Fund every 25 th day <strong>of</strong> each month<br />

Upon the Lessees failure in so doing, the Fund may carry out the<br />

above by itself and claim for related damages from the Lessee<br />

1. <strong>The</strong> Lessee fails to pay a rent in the amount and within the<br />

period given in this Agreement, fails to comply with this<br />

Agreement or its representations and warranties under this<br />

Agreement become incorrect<br />

2. <strong>The</strong> Lessee has entered into a bankruptcy proceeding or<br />

business reorganization proceeding under the applicable laws<br />

3. Any <strong>of</strong> the following agreements has been terminated<br />

3.1 <strong>The</strong> Lease Agreement <strong>of</strong> Glow Trinity Silom Arcade,<br />

Furniture, Fixtures and Equipment between Trinity<br />

Property Fund and Silomall Co., Ltd.; and/or<br />

3.2 <strong>The</strong> Undertaking Agreement between Trinity Property<br />

Fund and Trinity Assets Co., Ltd.; and/or<br />

3.3 Other agreements relating the Fund between Trinity<br />

Property Fund and Trinity Assets Co., Ltd.<br />

4. <strong>The</strong> Leased Properties has been confiscated in whole or in<br />

substantial part, thus causing the Lessee unable to use the<br />

Leased Properties<br />

5. Both parties mutually agree to terminate the Agreement in<br />

writing; or status <strong>of</strong> the Fund has been revoked or terminated<br />

by the provision <strong>of</strong> the applicable laws and/or by order <strong>of</strong> the<br />

relevant authority, including the Securities and <strong>Exchange</strong><br />

Commission, the Office <strong>of</strong> the Securities and <strong>Exchange</strong><br />

Commission and/or Capital Market Supervisory Board, without<br />

fault <strong>of</strong> the Fund and the Management Company<br />

Upon occurrence <strong>of</strong> any <strong>of</strong> the events in Items 1-3, the Fund<br />

shall notify the Lessee in writing <strong>of</strong> the Lessees default, and<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 27


Consequences <strong>of</strong><br />

Default or<br />

Termination<br />

the Lessee shall rectify its default within 30 days after the<br />

receipt date <strong>of</strong> such notice<br />

If the Lessee fails to rectify and duly comply with the<br />

Agreement within the given period or any other agreed period,<br />

the Fund may terminate this Agreement<br />

Upon occurrence <strong>of</strong> any event <strong>of</strong> default or termination event in<br />

Items 1-3, the Fund may terminate this Agreement by giving a<br />

written notice to the Lessee at least 7 days in advance. <strong>The</strong> Fund<br />

will have the right to claim from the Lessee for the outstanding rent<br />

(if any) due and payable prior to the termination <strong>of</strong> the Lease<br />

Agreement, including damages under the applicable law<br />

Upon occurrence <strong>of</strong> any event <strong>of</strong> default or termination event in<br />

Items 4 and 5, the Lease Agreement shall be terminated and each<br />

party shall have no right to claim for damages, expenses, monies or<br />

any other compensation from the other party. However, the Fund<br />

shall still have the right to claim from the Lessee for the outstanding<br />

rent (if any) due and payable prior to the termination <strong>of</strong> the Lease<br />

Agreement<br />

In the event that either party defaults on payment <strong>of</strong> any debt to the<br />

other party, the non-defaulting party may charge a penalty at 7.5%<br />

per annum <strong>of</strong> the outstanding debt until the payment has been fully<br />

made<br />

2 Lease Agreement <strong>of</strong> Plaza Building, Glow Trinity Silom Arcade and Related Furniture,<br />

Fixtures and Equipment<br />

Parties<br />

Leased Property<br />

Trinity Property Fund (the Lessor or the Fund)<br />

Silomall Co., Ltd. (the Lessee)<br />

1. Plaza Building<br />

1.1 Condominium Unit No. 425/128 (Basement), area <strong>of</strong> 342.81<br />

square meters and Unit No. 425/129 (1 st Floor), area <strong>of</strong><br />

333.08 square meters under Trinity Complex Condominium<br />

Project situated on the title deed no. 530, land no. 455,<br />

survey page 413, at Silom (Sathorn) Sub-district, Bangrak<br />

District, Bangkok and<br />

1.2 Public utilities system, fixtures and equipment<br />

2. Glow Trinity Silom Arcade<br />

Glow Trinity Silom Arcade and Public Utilities System<br />

3. Relevant furniture, fixtures and equipment installed and used in<br />

the Plaza Building and Glow Trinity Silom Arcade<br />

(collectively Leased Property)<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 28


Leased Term<br />

Rental<br />

Three years from the date this Lease Agreement is effective. Upon<br />

the expiration <strong>of</strong> the lease term, the Fund is able to consider allowing<br />

the existing lessee to extend the lease agreement for another three<br />

years each on the condition that the rental will be increased at no<br />

less than 5 percent <strong>of</strong> the existing rental and at no less than 5<br />

percent <strong>of</strong> the latest rental <strong>of</strong> every two year<br />

<strong>The</strong> rental consists <strong>of</strong> the fixed rental <strong>of</strong> Baht 16 million per year<br />

Right and<br />

Obligations <strong>of</strong><br />

Lessee<br />

Sub-Lease and<br />

Transfer <strong>of</strong><br />

Leasehold Right<br />

Insurance<br />

Duties <strong>of</strong><br />

Maintaining<br />

Leased Property<br />

Defaults or Cause<br />

<strong>of</strong> Termination<br />

Consequence <strong>of</strong><br />

Default or<br />

Termination<br />

Same details as those in the Lease Agreement <strong>of</strong> Land and Glow<br />

Trinity Silom Building and Furniture, Fixtures and Equipment except<br />

for the term regarding the executives and hotel business license<br />

Same details as those in the Lease Agreement <strong>of</strong> Land and Glow<br />

Trinity Silom Building and Furniture, Fixtures and Equipment<br />

Same details as those in the Lease Agreement <strong>of</strong> Land and Glow<br />

Trinity Silom Building and Furniture, Fixtures and Equipment<br />

Same details as those in the Lease Agreement <strong>of</strong> Land and Glow<br />

Trinity Silom Building and Furniture, Fixtures and Equipment<br />

Except for fixing the ratio <strong>of</strong> budget for maintaining the Leased<br />

Property. In this regard, the Fund will fix the budget from the date<br />

the Fund initially invests at the rate <strong>of</strong> 2 percent <strong>of</strong> the income<br />

generating from operation <strong>of</strong> the Plaza Building and Glow Trinity<br />

Silom Arcade during all times the properties are taken to seek<br />

benefits<br />

Same details as those in the Lease Agreement <strong>of</strong> Land and Glow<br />

Trinity Silom Building and Furniture, Fixtures and Equipment except<br />

for the term regarding the executives and hotel business license and<br />

in the case that the following agreements cease:<br />

1. <strong>The</strong> Lease Agreement <strong>of</strong> Land and Glow Trinity Silom Building<br />

and Furniture, Fixtures and Equipment between Trinity<br />

Property Fund and Trinity at Silom Co., Ltd. ceases and/or<br />

2. Other agreements relevant to the Fund between Trinity<br />

Property Fund and Trinity at Silom Co., Ltd. ceases<br />

Same details as those in the Lease Agreement <strong>of</strong> Land and Glow<br />

Trinity Silom Building and Furniture, Fixtures and Equipment<br />

Remark: Although the said summary is the summary <strong>of</strong> one lease agreement covering the<br />

lease <strong>of</strong> immovable properties and movable properties, the Fund may consider leasing out<br />

the properties the Fund initially invests in by separately entering into a lease agreement <strong>of</strong><br />

immovable properties and a lease agreement <strong>of</strong> movable properties for the convenience <strong>of</strong><br />

managing the Fund. In this case, it shall not deem to amend the summary <strong>of</strong> information,<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 29


and the agreements to be made shall have the same significant details as those in the<br />

summary <strong>of</strong> information <strong>of</strong> the above lease agreement.<br />

3. Agreement to Use Streets and Walkways<br />

Parties<br />

Term<br />

Payment <strong>of</strong><br />

Compensation<br />

Defaults or<br />

Cause <strong>of</strong><br />

Termination<br />

Trinity Complex Condominium Juristic Person (Grantor) and<br />

Trinity Property Fund<br />

All times the Fund seeks benefits from the properties the Fund<br />

initially invests in. <strong>The</strong> Fund makes this agreement without fixing<br />

any period<br />

Trinity Complex Condominium Juristic Person grants those who<br />

use service at Glow Trinity Silom Building, Glow Trinity Silom<br />

Arcade and Plaza Building including their inhabitant, retail<br />

lessees and visitors to use streets and walkways. <strong>The</strong> Fund<br />

shall, on a monthly basis, pay compensation for using streets<br />

and walkways at Baht 20,000 per month<br />

Trinity Complex Condominium Juristic Person has allowed using<br />

the common property and charge compensation for such use at<br />

Baht 20,000 per month since December 2005. During that<br />

period, the compensation has not been increased<br />

If the default <strong>of</strong> Trinity Complex Condominium Juristic Person<br />

results that those who use service at Glow Trinity Silom Building,<br />

Glow Trinity Silom Arcade and Plaza Building including their<br />

inhabitant, retail lessees and visitors may not use the streets and<br />

walkways as normal, Trinity Complex Condominium Juristic<br />

Person shall compensate to Fund and shall be responsible for<br />

expense <strong>of</strong> providing substitution <strong>of</strong> streets and walkways for<br />

Glow Trinity Silom Building, Glow Trinity Silom Arcade and Plaza<br />

Building<br />

4. Future Investment<br />

For the future investment, the Management Company will focus on the investment on receive the<br />

ownership and/or leasehold in the residence immovable property.<br />

In addition, the Fund will procure the benefits from such immovable property by lease, sub-lease<br />

or sell such immovable property in order to obtain the highest benefit for the Unitholders and the<br />

Fund. Furthermore, the future investment include the investment in the constructing project<br />

and/or other securities and/or procure the interest by any mean as prescribed in the Notification <strong>of</strong><br />

the SEC Committee and other relevant notifications which enforce at the present or amendments<br />

thereto.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 30


Furthermore, such operation the Fund Manager will consider as appropriate under the relevant<br />

rules and regulations and in accordance with the detail prescribed in the Project.<br />

Prevention <strong>of</strong> Conflict <strong>of</strong> Interest<br />

Under the Undertaking Agreement between Trinity Assets Co., Ltd. and the Fund, Trinity Assets Co., Ltd.<br />

agrees that during the life <strong>of</strong> the Undertaking Agreement <strong>of</strong> 5 years, Trinity Assets Co., Ltd. and its<br />

shareholders who hold more than 10% <strong>of</strong> its issued shares and its affiliates (juristic persons which Trinity<br />

Assets Co., Ltd. holds more than 10% <strong>of</strong> their respective shares) will not conduct the same business as<br />

that <strong>of</strong> Glow Trinity Silom Building in the radius <strong>of</strong> Glow Trinity Silom Building whereby such radius are<br />

divided using traffic lights intersection as follows: To the north <strong>of</strong> Glow Trinity Silom Building, Glow Trinity<br />

Silom Arcade and Plaza Building, the edge <strong>of</strong> the area is within traffic light intersection <strong>of</strong> Silom Road and<br />

Naradhiwas Rajanagarindra Road. To the east <strong>of</strong> Glow Trinity Silom Building, Glow Trinity Silom Arcade<br />

and Plaza Building <strong>of</strong> 800 meters, the perimeter <strong>of</strong> the area is within traffic light intersection <strong>of</strong> Silom Road<br />

and Soi Saladaeng whereby such area will also include the midpoint <strong>of</strong> Silom Road. To the south <strong>of</strong> Glow<br />

Trinity Silom Building, Glow Trinity Silom Arcade and Plaza Building <strong>of</strong> 600 meters, the edge <strong>of</strong> the area is<br />

within traffic light intersection <strong>of</strong> Soi Saladaeng and South Sathorn Road whereby such area will also<br />

include the eastern area <strong>of</strong> Soi Saladaeng. To the west <strong>of</strong> Glow Trinity Silom Building, Glow Trinity Silom<br />

Arcade and Plaza Building <strong>of</strong> 825 meters, the edge <strong>of</strong> the area is within traffic light intersection <strong>of</strong> South<br />

Sathorn Road and Naradhiwas Rajanagarindra Road. Such area will include southern area <strong>of</strong> South<br />

Sathorn Road starting from 530 meters north <strong>of</strong> Naradhiwas Rajanagarindra Road to the traffic light<br />

intersection <strong>of</strong> Silom Road and Naradhiwas Rajanagarindra Road. <strong>The</strong> area is as specified in the<br />

Management Agreement unless consent from the Fund has been obtained, according to the perimeter <strong>of</strong><br />

area <strong>of</strong> non-competition.<br />

In addition, for Glow Trinity Silom Building, under the Management Agreement between Trinity at Silom<br />

Co., Ltd. and Invision Hospitality Co. Ltd., it has been specified that Invision Hospitality Company Limited<br />

as the Manager agrees that during the term <strong>of</strong> Management Agreement, Invision Hospitality Company<br />

Limited and its affiliates (juristic persons which Invision Hospitality Company Limited holds more than 10%<br />

<strong>of</strong> their respective shares) will not engage in a business which will compete with the assets which the<br />

Fund have invested, in the area where both parties have specified in such terms <strong>of</strong> engagement, unless<br />

consent has been obtained from the lessee <strong>of</strong> Glow Trinity Silom Building, and the Fund.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 31


Dissolution <strong>of</strong> the Fund Management Project<br />

<strong>The</strong> Fund shall be dissolved in any <strong>of</strong> the following cases:<br />

1. When the number <strong>of</strong> unitholders <strong>of</strong> the Fund decrease to less than 35, within the next business<br />

day <strong>of</strong> the date the situation became known.<br />

2. <strong>The</strong> amount <strong>of</strong> registered capital decreases to be less than five hundred million Baht based on the<br />

par value <strong>of</strong> Investment Units where the Fund shall be dissolved on the next business day except<br />

for a property fund which exclusively invests in leasehold.<br />

3. When the Management Company is unable to invest in the property or leasehold right as<br />

specified under the Fund Scheme, except where the Management Company has increased<br />

registered capital to make additional investment in property or leasehold right <strong>of</strong> property and is<br />

unable to the additional investment.<br />

4. When there is a resolution passed by the majority votes <strong>of</strong> Untiholders based upon the total<br />

number <strong>of</strong> Investment Units <strong>of</strong> the Fund sold.<br />

5. When the term <strong>of</strong> the Project (if any) expires<br />

Additional Conditions for Dissolution <strong>of</strong> the Project<br />

- In various situations causing the Fund Manager to deem that the Fund should be terminated such<br />

as the Fund lacks <strong>of</strong> liquidity and cannot increase capital by the relevant amount, the Fund cannot<br />

maintain its investment ratio in immovable property or leasehold rights <strong>of</strong> immovable property<br />

specified by the SEC or the Office <strong>of</strong> the SEC or Capital Market Supervisory Board, etc.<br />

- When the Management Company inform <strong>of</strong> its resignation as the Management Company<br />

according to (2) and (3) in the clause Condition to Change the Fund Manager but the Fund and/or<br />

the unitholders cannot appoint any Management Company within 90 days from the resignation<br />

date.<br />

Fund Liquidation Process<br />

Upon the dissolution <strong>of</strong> the Fund, the Management Company shall appoint a liquidator approved by the<br />

Office <strong>of</strong> the SEC to dispose <strong>of</strong> the assets <strong>of</strong> the Fund, pay the debts <strong>of</strong> the Fund, collect and distribute<br />

money or assets to Unitholders in proportion to their respective Unitholding according to the register <strong>of</strong><br />

Unitholders, as well as do any other necessary acts to complete the liquidation in accordance with the<br />

rules, conditions and procedures prescribed by the SEC. After the completion <strong>of</strong> liquidation, the liquidator<br />

shall apply for registration <strong>of</strong> dissolution <strong>of</strong> the Fund with the Office <strong>of</strong> the SEC. <strong>The</strong> remaining assets, if<br />

any shall be vested in the Office <strong>of</strong> the SEC.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 32


Mutual Fund Supervisor<br />

Name:<br />

CIMB Thai Bank Public Company Limited<br />

Registrar<br />

Name:<br />

One Asset Management Limited.<br />

Auditor<br />

Name:<br />

Mr. Prawit Viwanthananut Registered number 4917 or<br />

Mr. Atipong Atipongsakul Registered number 3500<br />

ANS Audit Co., Ltd.<br />

Accounting Period<br />

Dividend Policy<br />

<strong>The</strong> end <strong>of</strong> the annual accounting period is December 31.<br />

<strong>The</strong> end <strong>of</strong> the first accounting period is December 31, 2011.<br />

1. In the case where the Fund has a pr<strong>of</strong>it which can make dividend payment, the Fund has<br />

the policy on the payment <strong>of</strong> dividends to the Unitholders at least once a year, details as<br />

follows:<br />

(1) In cases where the Fund has net pr<strong>of</strong>it in any accounting period, the Management<br />

Company shall pay out dividends to the Unitholders not less than 90% <strong>of</strong> the net<br />

pr<strong>of</strong>it not including the unrealized pr<strong>of</strong>its from the Appraisal or Review <strong>of</strong> Appraisal<br />

<strong>of</strong> the immovable property or the right to lease out the immovable property <strong>of</strong> that<br />

accounting period.<br />

(2) In cases where the Fund has an accumulated pr<strong>of</strong>it in any accounting period, the<br />

Management Company may pay out dividends to the Unitholders from the said<br />

accumulated pr<strong>of</strong>it.<br />

<strong>The</strong> payment <strong>of</strong> dividends must not cause increased cumulative loss to the Fund in the<br />

accounting period in which the dividend is paid out.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 33


Payment <strong>of</strong> Dividend for the Accounting Period<br />

<strong>The</strong> Management Company shall announce the payment <strong>of</strong> dividends and the lists <strong>of</strong><br />

Unitholders who are entitled to receive the dividend on closing date and will pay out the<br />

said dividends to the Unitholders within 90 days from the end <strong>of</strong> the accounting period in<br />

which there is the pay out <strong>of</strong> the dividends.<br />

Payment <strong>of</strong> Interim Dividend<br />

<strong>The</strong> Management Company will notify the payment <strong>of</strong> dividend and the lists <strong>of</strong> Unitholder<br />

who are entitled to receive the dividend on closing date and will pay out the said dividend<br />

to the Unitholders within 30 days from the Closing Date for the payment <strong>of</strong> dividend. In<br />

cases where the Management Company cannot pay out the dividends in the said time<br />

period, the Management Company shall inform the Unitholders and the Office <strong>of</strong> the SEC<br />

in writing.<br />

Additional conditions:<br />

In the consideration <strong>of</strong> the payment <strong>of</strong> interim dividends, the rate <strong>of</strong> dividend is subject to<br />

the consideration <strong>of</strong> the Management Company. If the dividend announced to be paid<br />

per each investment unit during the accounting year has a value lower than or equal to<br />

Baht 0.10, the Management Company reserves the right not to pay out the dividends at<br />

the said time and shall pay out at the end <strong>of</strong> the accounting year.<br />

Regarding the methods for the pay out <strong>of</strong> the dividends, the Management Company shall<br />

proceed in accordance with the stipulated details except in cases where the SEC, the<br />

Office <strong>of</strong> the SEC and/or other agencies with authority under the law has amended,<br />

changed, added, announced, ruled, ordered, approved, and/or decided otherwise, the<br />

Management Company shall proceed accordingly.<br />

Methods for Payment <strong>of</strong> Dividends<br />

1 <strong>The</strong> Unitholders who are entitled to receive dividend payment must have their<br />

names in the register <strong>of</strong> Unitholders at the book-closed date for dividend<br />

payment. In cases where the Management Company discovers that any person or<br />

person <strong>of</strong> the same group holds more than one-third <strong>of</strong> the total investment units<br />

<strong>of</strong> the Fund sold, the Management Company shall not pay out the dividends to<br />

that person or person <strong>of</strong> the same group for the part which exceeds one-third <strong>of</strong><br />

the total Investment Units <strong>of</strong> the Fund sold as prescribed under Rules and<br />

Limitation on Holding <strong>of</strong> Investment units.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 34


2 <strong>The</strong> Management Company must notify the payment <strong>of</strong> dividend, book-closed<br />

date for the dividend payment and the rate <strong>of</strong> dividend payment via the<br />

information release system <strong>of</strong> the <strong>Stock</strong> <strong>Exchange</strong> <strong>of</strong> <strong>Thailand</strong> and may notify<br />

such dividend payment in any <strong>of</strong> the following manners:<br />

(1) Submitting the written notice to the Unitholders who have their names in<br />

the register <strong>of</strong> Unitholders on the book-closed date and the Mutual Fund<br />

Supervisor; or<br />

(2) Post the Announcement openly at all <strong>of</strong>fices <strong>of</strong> the Management<br />

Company or<br />

(3) Announcement in Website <strong>of</strong> management company or<br />

(4) Announcement in at least one newspaper.<br />

3 <strong>The</strong> Management Company will pay out the dividend to each Unitholder, for the<br />

time specified in (1). <strong>The</strong> Management Company will deduct the withholdings tax<br />

at the rate <strong>of</strong> 10% <strong>of</strong> the dividend payment for the individual or otherwise as<br />

prescribed under the relevant laws, unless such unitholders give the notification in<br />

writing to the Management Company to proceed otherwise within 3 days from the<br />

book-closed date.<br />

4 <strong>The</strong> Management Company will make dividend payments through bank transfers<br />

to bank accounts <strong>of</strong> the Unitholders or crossed account-payee-only cheques<br />

according to the names and addresses in the register book <strong>of</strong> the Unitholders. In<br />

this regards, the Unitholders shall be responsible for the fee, expenses incurred<br />

from such money transfer and any risk associated with the exchange rate (if any),<br />

provided that the Management Company will deduct such fees and expenses<br />

from the amount transferred to the Unitholders.<br />

5 In case the Unitholder does not invoke his right to certain dividend within the<br />

statute <strong>of</strong> limitation under the Civil and Commercial Code, the Management<br />

Company will not use such dividend in any way other than for the benefit <strong>of</strong> the<br />

Fund.<br />

6 In case <strong>of</strong> the Management Company could not paid dividends to the Unitholders<br />

due to units holding exceeded the amount permitted. <strong>The</strong> Management<br />

Company should return the dividend to be asset <strong>of</strong> the Property Fund. Except in<br />

the case <strong>of</strong> the Office <strong>of</strong> the SEC specified otherwise.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 35


Procedures for Increase <strong>of</strong> the Fund Registered Capital<br />

1. <strong>The</strong> Management Company may increase registered capital <strong>of</strong> the Fund with the<br />

objective <strong>of</strong> investing in additional immovable property or leasehold rights <strong>of</strong> immovable<br />

property or to improve the immovable property which the Fund has invested in to be in<br />

good condition and ready for seeking benefits.<br />

2. In increasing the registered capital <strong>of</strong> the Fund, the Management Company shall obtain<br />

the resolution from the unitholders as follows:<br />

(1) obtain the approval regarding the objective for the increase <strong>of</strong> registered<br />

capital, the number <strong>of</strong> investment units and amount <strong>of</strong> registered capital to be<br />

increased, method <strong>of</strong> determining the price <strong>of</strong> investment units to be <strong>of</strong>fered<br />

and upon receiving the votes as follows:<br />

(1.1) Unitholders meeting: more than three-fourth the total number <strong>of</strong><br />

Investment Units <strong>of</strong> Unitholders who attend a meeting and have the<br />

right to vote. <strong>The</strong> quorum <strong>of</strong> the meeting must be not less than 25<br />

Unitholders or one half <strong>of</strong> the total number <strong>of</strong> Unitholders. Such<br />

Unitholders msut have Investment Units altogether more than onethird<br />

<strong>of</strong> the total number <strong>of</strong> Investment Units sold.<br />

(1.2) Circulated resolution: more than one half <strong>of</strong> total number <strong>of</strong> Investment<br />

Units represented by all eligible Unitholders.<br />

In counting voting right clause (1.1) and (1.2), the Management<br />

Company shall not count the votes <strong>of</strong> the following Unitholders:<br />

(a) owners, lessors, assignors <strong>of</strong> lease or grantors <strong>of</strong> right over<br />

the property to be invested by the Fund in the case <strong>of</strong><br />

increase <strong>of</strong> registered capital for purchase, lease or<br />

acquisition <strong>of</strong> additional property.<br />

(b) Building owner leased by the Fund or the grantor <strong>of</strong> right<br />

regarding property <strong>of</strong> the Fund in the case <strong>of</strong> renovation<br />

property into a good condition to be suitable to gain<br />

economic benefits.<br />

(c) Unitholders who have right to receive the allocation <strong>of</strong> the<br />

Investment Units for the specific investors in the case <strong>of</strong><br />

allotment to specific investors.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 36


(d) Unitholders who have conflicts <strong>of</strong> interests with the Fund in<br />

the agenda seeking the resolution from Unitholders.<br />

(e) Any person has a relationship in respect <strong>of</strong> the group <strong>of</strong> same<br />

person as mentioned in (a) (b) (c) or (d) as the case maybe.<br />

In the case <strong>of</strong> <strong>of</strong>fering <strong>of</strong> the Investment Units by specific <strong>of</strong>fering to some <strong>of</strong><br />

the previous investors, if there are more than 10% <strong>of</strong> the Investment Units<br />

solds object, the Management Company will not process to increase<br />

registered capital.<br />

(2) Seek resolution to amend the Fund Scheme to be consistent with the increase<br />

registered capital according to the resolution from the unitholders as set out in<br />

(1) with the votes more than one half <strong>of</strong> total number <strong>of</strong> Investment Units sold.<br />

3. Upon obtaining the approval <strong>of</strong> Unitholders in (2), the Management Company shall:<br />

(1) request permission from the Office <strong>of</strong> the SEC by providing a draft prospectus<br />

for <strong>of</strong>fering <strong>of</strong> additional investment units to the Office <strong>of</strong> the SEC;<br />

(2) deliver, distribute or make available the prospectus;<br />

(3) register the increase <strong>of</strong> registered capital <strong>of</strong> the Fund in accordance with the<br />

Notification Re: Registration <strong>of</strong> Additional Capital <strong>of</strong> Property Fund.<br />

4. In case <strong>of</strong> increase <strong>of</strong> registered capital to make additional investment in property or<br />

leasehold rights <strong>of</strong> property, if the Management Company is unable to invest such<br />

assets, the Management Company shall act in the following manners:<br />

(1) If the Management Company has yet to register the registered capital<br />

increase <strong>of</strong> the Fund with the Office <strong>of</strong> the SEC, the Management Company<br />

shall inform the Office <strong>of</strong> the SEC within fifteen days from the end <strong>of</strong> the initial<br />

<strong>of</strong>fering and shall refund subscription amount and any interests arising from<br />

proceeds obtained in proportion to the subscription amount to subscribers<br />

within fourteen days from the end <strong>of</strong> the <strong>of</strong>fering period. Where the<br />

Management Company fails to refund the subscription and interests within the<br />

specified time due to its own fault, it shall pay out the interest to the<br />

subscribers at the rate <strong>of</strong> not less than seven and a half percent per annum<br />

from the due date until the date on which it pays the subscription amount in<br />

full.<br />

(2) In the case where the Office <strong>of</strong> the SEC has approved the registration <strong>of</strong><br />

capital increase <strong>of</strong> the Fund, the Management Company shall decrease the<br />

registered capital <strong>of</strong> the Fund by reducing the number <strong>of</strong> Investment Units<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 37


which have been <strong>of</strong>fered for sale for the purpose <strong>of</strong> registered capital<br />

increase based on the <strong>of</strong>fered price and the amount <strong>of</strong> subscription<br />

payments, and shall return the subscription payments and any interest there<strong>of</strong><br />

to subscribers and the registered capital decrease shall be registered in<br />

accordance with the format specified by the Office <strong>of</strong> the SEC without delay.<br />

Additional conditions:<br />

Proportion <strong>of</strong> the <strong>of</strong>fering <strong>of</strong> additional investment units should be in accordance with<br />

the resolution <strong>of</strong> the Unitholders and not contrary to or inconsistent with the<br />

Announcement <strong>of</strong> the Office <strong>of</strong> the SEC Sor Nor No. 25/2552 RE: Rules, Conditions and<br />

the Procedures for Establishment and Management <strong>of</strong> Property Funds including circular<br />

letter and announcements in the same issues that may have been changed or amended<br />

in the future.<br />

Procedures for Decrease <strong>of</strong> the Fund Registered Capital<br />

<strong>The</strong> Management Company reserves the right to consider the reduction <strong>of</strong> the registered capital<br />

<strong>of</strong> a Fund by paying from excess liquidity to the unitholders if it appears that there is an excess<br />

liquidity <strong>of</strong> the Fund due to :<br />

(1) <strong>The</strong> Fund has sold the property or leasehold rights <strong>of</strong> property.<br />

(2) <strong>The</strong> value <strong>of</strong> property obtained from the appraisal or review <strong>of</strong> Appraisal has<br />

decreased.<br />

(3) <strong>The</strong> Fund has accouting items which are deferred expenses to be periodically<br />

amortized.<br />

In decreasing the registered capital <strong>of</strong> the Fund, the Management Company shall decrease a<br />

parvalue <strong>of</strong> Investment Units and shall:<br />

(1) In the case that the fund has excess liquidity the Management Company reserves the<br />

right to consider the payment <strong>of</strong> capital reduction as it deems appropriate whereby it<br />

will announce the amount paid, the book-closed date <strong>of</strong> the register to specify the<br />

Unitholders name who are entitled to receive the capital via the system <strong>of</strong> the <strong>Stock</strong><br />

<strong>Exchange</strong> <strong>of</strong> <strong>Thailand</strong>.<br />

(2) Return the money to the Unitholders whose name appears in a register book as <strong>of</strong> the<br />

book-closed date. Such return capital shall not be deducted accumulated pr<strong>of</strong>it <strong>of</strong> the<br />

Fund.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 38


(3) <strong>The</strong> Management Company will pay the money from capital reduction to the Unitholders<br />

within 30 days from the book-closed date. In the case that the Management Company<br />

cannot make payment in such time, it will inform the Unitholder and the Office <strong>of</strong> the<br />

SEC in writing.<br />

(4) <strong>The</strong> Management Company will pay money from the capital reduction by cheque<br />

account payee only in the name <strong>of</strong> Unitholder and mail to the address <strong>of</strong> Unitholder or<br />

by depositing money into the bank account <strong>of</strong> Unitholders as informed. <strong>The</strong> Unitholders<br />

will be charged fee and expenses <strong>of</strong> the transaction and bear for the risk or exchage<br />

rate (if any) which the Management Company will deduct from such fee and expenses<br />

the amount paid.<br />

(5) In case the Unitholder does not exercised the right to receive money from the capital<br />

reduction in prescription <strong>of</strong> claims under the Civil and Commercial Code. <strong>The</strong><br />

Management Company will not use the funds for any other purpose than for the benefit<br />

<strong>of</strong> the Fund.<br />

(6) To apply to register the decreased registered capital with the Office <strong>of</strong> the SEC within 5<br />

business days from the date on which the return <strong>of</strong> capital to Unitholders is made in the<br />

form specified by the Office <strong>of</strong> the SEC.<br />

(7) To provide the information regarding each decrease registered capital <strong>of</strong> the Fund in<br />

the website <strong>of</strong> the Management Company and the annual report <strong>of</strong> the Fund for the<br />

investors inspection where by such information must include the minimum details as<br />

follows:<br />

(a) objective <strong>of</strong> the decrease registered capital.<br />

(b) amount <strong>of</strong> registered capital and amount <strong>of</strong> registered capital per Investment<br />

Units <strong>of</strong> each decrease <strong>of</strong> registered capital.<br />

(c) closing date <strong>of</strong> register book and the date <strong>of</strong> payment return capital to<br />

Unitholders.<br />

(8) In making capital reduction to Unithodlers, the Management Company will not deduct<br />

withholding tax from such amount being paid except where the law specified otherwise.<br />

Restrictions <strong>of</strong> the Transfer <strong>of</strong> Investment Units<br />

All investment units may be transferred freely without any restriction except such transfer are violate<br />

to the law, rules, notifications, ordered or circulation letter from the Authority <strong>of</strong> such law and/or<br />

violate to rules specified in the Fund Scheme.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 39


Rules and Restrictions in Holding <strong>of</strong> Investment Units<br />

1. <strong>The</strong> rules and restrictions in holding <strong>of</strong> the investment units will be as the regulations<br />

prescribed by the Office <strong>of</strong> the SEC as follows:<br />

1.1 Any person or group <strong>of</strong> same persons cannot hold the investment units more<br />

than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold except in the<br />

following cases:<br />

(1) It is a distribution <strong>of</strong> the investment units to the following persons not<br />

more than 50 percent <strong>of</strong> the total investment units sold:<br />

(a) Government Pension Fund, Social Security Fund, Provident Fund<br />

or Mutual Fund for general investors.<br />

(b) Any Jurisitc person set up under Thai law and do not need to pay<br />

juristic person income tax.<br />

() Other persons waived by the Office <strong>of</strong> the SEC as deemed<br />

necessary and appropriate.<br />

(2) It is a distribution <strong>of</strong> the investment units to the underwriter who is<br />

deposited with the investment units in accordance with an underwriting<br />

agreement. <strong>The</strong> underwriter will hold such deposited investment units<br />

that are exceeding one-third <strong>of</strong> the investment units sold for not more<br />

than 1 year after the date <strong>of</strong> deposit.<br />

1.2 Owner, lessor, transferor <strong>of</strong> leasehold rights or person giving the rights <strong>of</strong><br />

immovable property which the Fund will invest in or any group <strong>of</strong> same persons<br />

holding the investment units in aggregate not exceeding one-third <strong>of</strong> the total<br />

number <strong>of</strong> investment units sold.<br />

1.3 Since the Fund invests in immovable property in the following manners, the<br />

Fund cannot have the foreign unitholders hold the investment units more than<br />

49 percent <strong>of</strong> the total investment units sold :<br />

(1) Invest in the right <strong>of</strong> land in accordance with the Land Code Act or<br />

(2) Invest in ownership in a condominium when the total areas <strong>of</strong> the<br />

condominium that the Fund invested in and the areas <strong>of</strong> the<br />

condominium already owned by foreigner investor is more than 49<br />

percent <strong>of</strong> the total areas <strong>of</strong> all condominium units in such condominium.<br />

2. Under 3 and 4, in case it appears as a fact to the Manangement Company that any<br />

person or group <strong>of</strong> same persons hold investment units <strong>of</strong> the Fund in aggregate more<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 40


than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold, the Management Company<br />

acts as follows:<br />

(1) Report to the Office <strong>of</strong> the SEC within 5 business days from the date the<br />

Management Company knows or should have known about such case.<br />

(2) In seeking any resolution from the unitholders, the Management Company will<br />

not count the votes <strong>of</strong> such person or group <strong>of</strong> same persons in the portion <strong>of</strong><br />

more than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold.<br />

(3) Do not pay dividend to such person or group <strong>of</strong> same persons in the portion <strong>of</strong><br />

more than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold.<br />

(4) Inform such person or group <strong>of</strong> same persons to sell the investment units which<br />

are more than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold.<br />

3. In case that any person or group <strong>of</strong> same persons hold investment units <strong>of</strong> the Fund in<br />

aggregate more than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold, the<br />

Management Company acts as follows:<br />

(1) Report to the Office <strong>of</strong> the SEC within 5 business days from the date the<br />

Management Company knows or should have known about such case.<br />

(2) In seeking any resolution from the unitholders, the Management Company will<br />

not count the votes <strong>of</strong> such person or group <strong>of</strong> same persons in the portion <strong>of</strong><br />

more than 50 percent <strong>of</strong> the total number <strong>of</strong> investment units sold.<br />

(3) Do not pay dividend to such person or group <strong>of</strong> same persons in the portion <strong>of</strong><br />

more than 50 percent <strong>of</strong> the total number <strong>of</strong> investment units sold.<br />

(4) Inform such person or group <strong>of</strong> same persons to sell the investment units which<br />

are more than 50 percent <strong>of</strong> the total number <strong>of</strong> investment units sold.<br />

4. In case that any person or group <strong>of</strong> same persons hold investment units <strong>of</strong> the Fund in<br />

aggregate more than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold is an<br />

underwrtirer under 1.1(2), the Management Company acts as follows, during the period<br />

in which such person hold the investment units deposited in accordance with the<br />

Underwriter Agreement, but not more than 1 year after the date <strong>of</strong> deposit :<br />

(1) Report to the Office <strong>of</strong> the SEC within 5 business days from the date the<br />

Management Company knows or should have known about such case.<br />

(2) In seeking any resolution from the unitholders, the Management Company will<br />

count the votes <strong>of</strong> such person only in the portion which do not exceed 50<br />

percent <strong>of</strong> the total number <strong>of</strong> investment units sold.<br />

(3) Pay dividend to such person according to its holding portion.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 41


5. <strong>The</strong> Management Company will inspect or arrange for an inspection <strong>of</strong> investment units<br />

held by the previous owner <strong>of</strong> immovable property or the transferor <strong>of</strong> leasehold rights<br />

<strong>of</strong> immovable property, lessor or person giving the rights <strong>of</strong> immovable property and the<br />

group <strong>of</strong> same persons.<br />

In the case that it appears to the Management Company that such persons in<br />

aggregate hold investment units more than one-third <strong>of</strong> the total number <strong>of</strong> investment<br />

units sold, the Management Company will act according to 2. in applicable.<br />

6. In considering that persons are in the group <strong>of</strong> same persons under items 1 5, it will<br />

be in accordance with the Notification <strong>of</strong> the Office <strong>of</strong> the SEC regarding the<br />

Establishment <strong>of</strong> Mutual Funds and Execution <strong>of</strong> Agreements for Management <strong>of</strong> Private<br />

Funds.<br />

7. In the case that the Management Company takes any action or any person hold<br />

investment units by colluding with any other persons in order to conceal the real<br />

intention on holding investment units by any person or any group <strong>of</strong> same persons aim<br />

to hold investment units more than one-third <strong>of</strong> the total number <strong>of</strong> investment units sold,<br />

the Office <strong>of</strong> the SEC may repeal its approval <strong>of</strong> setting up and managing <strong>of</strong> the fund.<br />

Issuance and period <strong>of</strong> delivery <strong>of</strong> Documents <strong>of</strong> Right in Investment Units<br />

1. Documents <strong>of</strong> Right in Investment Units Form.<br />

Scripless system. Unitholders may request the Investment Units Registrar and/or the<br />

Management Company to issue documents <strong>of</strong> right in investment units.<br />

2. Conditions <strong>of</strong> issuance and period <strong>of</strong> delivery <strong>of</strong> Documents <strong>of</strong> Right in Investment<br />

Units.<br />

<strong>The</strong> Investment Units Registrar shall deposit the investment unit in the securities<br />

account <strong>of</strong> the subscriber or <strong>of</strong> the person whom the Management Company has<br />

appointed for the subscribers which has been opened with a member company <strong>of</strong><br />

<strong>Thailand</strong> Securities Depository Company Limited as notified by the subscriber in the<br />

subscription form.<br />

In the Case <strong>of</strong> Investment Unit Certificate<br />

<strong>The</strong> Investment Units Registrar will deliver the investment unit certificate with details as<br />

specified by the SEC to the subscribers within 30 days from the registration date <strong>of</strong> the<br />

Fund.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 42


In the case <strong>of</strong> capital increase, the Investment Units Registrar will deliver the investment<br />

unit certificate with details as specified by the SEC, the Office <strong>of</strong> the SEC or Capital<br />

Market Supervisory Board to the subscribers within 30 days from the registration date <strong>of</strong><br />

the increased capital <strong>of</strong> the Fund with the Office <strong>of</strong> the SEC.<br />

In the case <strong>of</strong> capital reduction, the Investment Units Registrar will cancel the old<br />

investment unit certificates by not recalling the old investment unit certificates and issue<br />

the new investment unit certificates which have the details as specified by the SEC to<br />

the subscribers within 30 days from the registration date <strong>of</strong> the decreased capital <strong>of</strong> the<br />

Fund with the Office <strong>of</strong> the SEC.<br />

<strong>The</strong> Investment Units Registrar reserves the right to charge a fee for issuing new<br />

investment unit certificates as specified in the Fund scheme.<br />

Calculation Method, Schedule for Calculation and Announcement <strong>of</strong> Asset Value, Net Asset Value and<br />

Net Asset Value per Investment Unit<br />

1. <strong>The</strong> Management Company will calculate and announce the asset value, net asset<br />

value and net asset value per investment unit <strong>of</strong> the Fund on the last day <strong>of</strong> June and<br />

December within 45 days from the last business day <strong>of</strong> June and December as the<br />

case may be. Such calculation amount must be verified by the Fund Supervisor to be<br />

in compliance with the rules specified by the Office <strong>of</strong> the SEC.<br />

<strong>The</strong> Management Company will disclose information about appraised value together<br />

with the disclosure <strong>of</strong> information as above mentioned providing details as specified by<br />

the Office <strong>of</strong> the SEC or the SEC or the Capital Market Supervisory Board.<br />

2. <strong>The</strong> calculation <strong>of</strong> the net Asset Value or the value <strong>of</strong> the investment units <strong>of</strong> the Fund,<br />

the Management Company shall:<br />

(1) calculate and announce the net Asset Value in a number with two decimal<br />

places by the International Standard <strong>of</strong> decimal rounding method<br />

(2) calculate the value <strong>of</strong> the investment units in a number with five decimal places<br />

by the Informational Standard <strong>of</strong> decimal rounding method and announce the<br />

value <strong>of</strong> the investment units to four decimal places by removing the fifth<br />

decimal place.<br />

In the case <strong>of</strong> any benefit occurred from the calculation method, the Management<br />

Company shall vest such benefit as an asset <strong>of</strong> the Fund.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 43


3. In making an announcement <strong>of</strong> the asset value, net asset nalue and value <strong>of</strong> the<br />

investment unit obtained from calculation under Clause1, the Management Company<br />

shall make such announcement in at least one daily newspaper and post it openly at all<br />

<strong>of</strong>fices <strong>of</strong> the Management Company and the head <strong>of</strong>fice <strong>of</strong> the Mutual Fund Supervisor<br />

as well as announce the name, type and location <strong>of</strong> immovable property which are<br />

invested in by the Fund.<br />

4. In the occurrence <strong>of</strong> any circumstance or change which arises after the date <strong>of</strong><br />

calculation under Clause 1. and materially affects the value <strong>of</strong> immovable property, the<br />

Management Company shall also disclose such circumstance or change when making<br />

the announcement under Clause 3. If such circumstance or change arises after the<br />

date <strong>of</strong> announcement under Clause 3, the Management Company shall make an<br />

addition announcement there<strong>of</strong> immediately.<br />

5. In the calculation <strong>of</strong> the net asset value <strong>of</strong> the Fund, the Management Company shall<br />

calculate by using the following method:<br />

(1) For immovable property or leasehold rights in the immovable property, the<br />

Management Company shall use the price obtained from the Appraisal Report<br />

or latest report on the Review <strong>of</strong> Appraisal, as the case may be, except for the<br />

first calculation <strong>of</strong> the net asset value <strong>of</strong> the Fund whereby the Management<br />

Company shall use the price <strong>of</strong> the purchase or rental <strong>of</strong> such immovable<br />

property or leasehold property, as the case may be.<br />

(2) For other assets, the Management Company shall fix the value in accordance<br />

with the rules and procedures prescribed by the Association <strong>of</strong> Investment<br />

Management Companies with the approval <strong>of</strong> the Office <strong>of</strong> the SEC.<br />

Additional Conditions:<br />

For the calculation method, schedule <strong>of</strong> calculation and announcement <strong>of</strong> the net asset value<br />

and net asset value per investment unit, the Management Company will proceed in accordance<br />

with the topic specified in the application, except where it is otherwise amended, announced,<br />

prescribed, instructed, approved and/or waived by the SEC or the Office <strong>of</strong> the SEC or the<br />

Capital Market Supervisory Board or any other authority under the law.<br />

<strong>The</strong> calculation <strong>of</strong> asset value, net asset value and net asset value per investment unit<br />

announced by the Management Company is calculated by using the latest <strong>of</strong> the Appraisal<br />

Report or the Review Report as the basis for the determination <strong>of</strong> the assets <strong>of</strong> the Fund. Such<br />

value may not be the actual price <strong>of</strong> the purchase or selling <strong>of</strong> such assets <strong>of</strong> the Fund.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 44


Rights <strong>of</strong> the Unitholders<br />

1. Rights to receive dividend payment<br />

2. Rights to vote for an amendment <strong>of</strong> the Fund Scheme or management procedures<br />

3. Rights to Receive Payment Upon Dissolution <strong>of</strong> the Fund<br />

4. Rights to transfer investment units<br />

5. Other Rights<br />

5.1 Right to Pledge Investment Units<br />

5.2 Right to Pass a Resolution concerning the Management <strong>of</strong> the Fund<br />

5.3 Rights to Receive Payment upon Reduction <strong>of</strong> Capital<br />

Significant Risk Factors<br />

1. Risk from the natural disaster, accident and hazards<br />

If the Initial Investment Property is damaged as a result <strong>of</strong> a natural disaster e.g. earthquake,<br />

flooding, hazards, etc, it may require high expense and take a long time and may cause the Fund<br />

to lose a significant amount <strong>of</strong> income during such period which may interrupt the operation <strong>of</strong> the<br />

Fund. <strong>The</strong>refore, serious circumstance and/or damage to the Initial Investment Property may<br />

significantly affect the business, turnover and financial situation <strong>of</strong> the Fund.<br />

However, the Fund has procured a sufficient insurance policy on the Initial Investment Property to<br />

insure and cover the damages i.e. all risk insurance (exclusive <strong>of</strong> terrorism insurance), business<br />

insurance and third party liability insurance. Such procurement <strong>of</strong> insurance conforms to the<br />

insurance standard for other buildings which have similar usage to the Initial Investment Property,<br />

and the Fund has taken measures to prevent some serious circumstances which may occur, such<br />

as fire, and regularly arranges the training e.g. the fire alarm warning test, evacuation training.<br />

2. Risk from volatility <strong>of</strong> the income <strong>of</strong> the Fund<br />

<strong>The</strong> income <strong>of</strong> the Fund will be generated from the operation <strong>of</strong> the Initial Investment Property by<br />

leasing <strong>of</strong> the property within three years commencing from the initial date <strong>of</strong> investment. <strong>The</strong><br />

Fund will enter into the lease agreements with the rents as follows: (a) fixed rent <strong>of</strong> 37,345,597<br />

baht (Thirty-seven million, three hundred fourty-five thousand, and five hundred ninety-seven<br />

baht) per annum for the Glow Trinity Silom Building and 16,000,000 baht (Sixteen million baht) per<br />

annum for Plaza Building and Glow Trinity Silom Arcade and furniture, fixtures and equipment (b)<br />

variable rent calculated from the proportion <strong>of</strong> income from the lease <strong>of</strong> Glow Trinity Silom<br />

Building as prescribed in the relevant Lease Agreement for Land Glow Trinity Silom Building and<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 45


furniture, fixtures and equipment and the Lease Agreement for Plaza Building and Glow Trinity<br />

Silom Arcade and furniture, fixtures and equipment.<br />

Nevertheless, the income from the operation <strong>of</strong> Glow Trinity Silom Building and Plaza Building and<br />

Glow Trinity Silom Arcade under the management <strong>of</strong> Invision Hospitality Company Limited (as<br />

Serviced Apartment Manager) and Silomall Co., Ltd. (as Lessee) respectively may decrease<br />

due to the major renovation in order to maintain the property to be in a good condition or due to<br />

any circumstances which may affect the business and travel industry in the country. Thus, it may<br />

significantly affect the ability <strong>of</strong> the Fund to gain the income.<br />

3. Increased competition may reduce the number <strong>of</strong> tenants and customers <strong>of</strong> the Initial Investment<br />

Property.<br />

If in the future new serviced apartments, hotels and/or shopping centers come to the market or<br />

other competitors renovate serviced apartments, hotels and/or shopping centers which are<br />

located nearby the location <strong>of</strong> the Initial Investment Property. It may give rise to greater<br />

competition among the serviced apartments, hotels and/or shopping centers and it may affect the<br />

existing and future entrepreneur who is a tenant <strong>of</strong> the Initial Investment Property. This would<br />

decrease the number <strong>of</strong> customers <strong>of</strong> the Initial Investment Property and decrease <strong>of</strong> income<br />

generated by the Fund under the Lease Agreement for Land, Glow Trinity Silom Building and<br />

furniture, fixtures and equipment and the Lease Agreement for Plaza Building and Glow Trinity<br />

Silom Arcade and furniture, fixtures and equipment, especially the variable rent which is<br />

calculated from the proportion <strong>of</strong> income from the lease <strong>of</strong> Glow Trinity Silom Building.<br />

4. Risk associated with the seeking <strong>of</strong> new tenant<br />

In the case where (a) the lease agreement <strong>of</strong> the Initial Investment Property is terminated in any<br />

case and Trinity Assets Co., Ltd. is unable to find the tenants during the period <strong>of</strong> three year<br />

commencing from the initial date <strong>of</strong> investment by the Fund or throughout the lease period; (b) the<br />

lease agreement is renewed with the same conditions as the conditions specified under the lease<br />

agreement entered into and between the Fund and tenants or (c) the lease agreement is expired,<br />

the Fund may enter into a new lease agreement with the third party in order to replace the<br />

previous tenants. In this regard, the new lease agreement may contain conditions which are less<br />

beneficial than the conditions under the previous lease agreement such as the amount <strong>of</strong> rent<br />

which the Fund is entitled to receive may be less than in the lease agreement with the previous<br />

tenants.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 46


5. Risk from the income <strong>of</strong> the Fund where the period <strong>of</strong> income-guarantee is expired.<br />

<strong>The</strong> amount <strong>of</strong> income guaranteed by Trinity Assets Co., Ltd. is higher than the amount <strong>of</strong> actual<br />

income derived from the operation. <strong>The</strong>refore, in the case where the period <strong>of</strong> guarantee by Trinity<br />

Assets Co., Ltd. is expired, it may decrease the income <strong>of</strong> the Fund and may significantly affect<br />

the dividend payment <strong>of</strong> the Fund.<br />

However, Glow Trinity Silom Building under the brand GLOW is under the management <strong>of</strong><br />

Invision Hospitality Company Limited which is a sufficient and high-performed property<br />

management company. Thus, this factor may not significantly affect the revenue <strong>of</strong> the Fund.<br />

6. Risk from the ability to pay the rent <strong>of</strong> the tenants<br />

<strong>The</strong> main revenue <strong>of</strong> the Fund is generated by the rent received from the tenants <strong>of</strong> the Initial<br />

Investment Property and those tenants are the newly set-up companies having registered capital<br />

<strong>of</strong> one million baht comparing with the rent which Trinity at Silom Co., Ltd. and Silomall Co., Ltd.<br />

agree to pay to the Fund (fixed rent at 37.3 million baht per annum with the variable rent and fixed<br />

rent at 16 million baht per annum respectively). <strong>The</strong> Fund may be subject to the risk from the<br />

financial position and ability <strong>of</strong> such tenants (in case where the tenants are unable to pay the rents<br />

and terminate the lease agreements) and the Fund is unable to find new tenants to replace those<br />

previous tenants.<br />

Nonetheless, during three or four years, if there is a renewal <strong>of</strong> the lease agreement, Trinity Assets<br />

Co., Ltd. guarantees for the tenants performance, minimum guarantee to the Fund and also<br />

guarantee by tendering a bank guarantee to the Fund in order to mitigate the above risk.<br />

However, such bank guarantee is in an amount <strong>of</strong> 67.1 million baht which does not cover the total<br />

accumulated rent throughout the four year period <strong>of</strong> guarantee which is equal 266.6 million baht.<br />

<strong>The</strong>refore, there may be a risk if the Fund makes a withdrawal under the bank guarantee and<br />

Trinity Assets Co., Ltd. is unable to find or tender a new bank guarantee to replace the previous<br />

bank guarantee. In this regard, the Management Company has analyzed the financial position<br />

and the ability to perform under the undertaking <strong>of</strong> the tenants and the income guarantee by<br />

Trinity Assets Co., Ltd. as prescribed in the Appendix <strong>of</strong> the Prospectus.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 47


7. Risk in connection with the ability to pay dividend <strong>of</strong> the Fund<br />

<strong>The</strong> operation <strong>of</strong> the Fund has an impact upon the ability to pay dividend <strong>of</strong> the Fund. Such<br />

operation <strong>of</strong> the Fund depends on several factors e.g. economic situation both domestic and<br />

international, the ability to manage <strong>of</strong> the Property Manager, the cost <strong>of</strong> management <strong>of</strong> property,<br />

other expenses in relation to the management <strong>of</strong> property, competition in the real estate business,<br />

changes <strong>of</strong> law and regulations relating to the property, natural disaster, political situation, etc.<br />

Thus, this may affect the dividend payment <strong>of</strong> the Fund and the ability to pay a dividend, and the<br />

Fund cannot guarantee that the Fund will be able to pay the dividend or maintain the level <strong>of</strong> the<br />

dividend payment in future years. In addition, one <strong>of</strong> the main revenue <strong>of</strong> the Fund is variable rent<br />

which is depended on an ability to pay the rent <strong>of</strong> the tenants <strong>of</strong> the Glow Trinity Silom Building<br />

and ability to pay the rent on the tenants behalf in the case where such tenants are unable to pay<br />

the rent to the Fund. Furthermore, a factor which affects the dividend payment <strong>of</strong> the Fund is the<br />

ability <strong>of</strong> the Fund to enforce the security and enforce the defaulting party under the undertaking<br />

agreement. Thus, the volatility <strong>of</strong> variable rent may affect the dividend payment <strong>of</strong> the Fund and<br />

may cause the Fund to be unable to maintain the level <strong>of</strong> the dividend payment in future years.<br />

Additionally, during any accounting year in which the Fund has expenses for renovation and/or<br />

procurement <strong>of</strong> furniture, fixtures and equipment (FF&E) for the Initial Investment Property, the<br />

dividend <strong>of</strong> the Fund in such year will be significant decreased comparing with any accounting<br />

year without any expenses for renovation and/or procurement <strong>of</strong> FF&E.<br />

Example: Chart demonstrating the revenue <strong>of</strong> the Fund in the case <strong>of</strong> renovation <strong>of</strong> the Initial<br />

Investment Property<br />

Pr<strong>of</strong>it and Loss After the period <strong>of</strong> 14 and 15<br />

years commencing from the date<br />

<strong>of</strong> initial investment<br />

After the period <strong>of</strong> 29 and 30<br />

years commencing from the date<br />

<strong>of</strong> initial investment<br />

(Unit : Million Baht (approximately))<br />

14 th year:<br />

renovation and<br />

maintenance<br />

15 th year:<br />

major<br />

renovation<br />

29 th year:<br />

renovation and<br />

maintenance<br />

30 th year:<br />

major<br />

renovation<br />

Total revenue <strong>of</strong> the lessor 145.05 145.59 191.86 196.59<br />

EBITDA <strong>of</strong> the lessor 84.03 84.30 110.03 112.37<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 48


Reserve Fund for Renovation<br />

(Unit : Million Baht (approximately))<br />

After the period <strong>of</strong> 14 and 15 years<br />

commencing from the date <strong>of</strong> initial<br />

investment<br />

14 th year:<br />

renovation and<br />

maintenance<br />

15 th year:<br />

major<br />

renovation<br />

After the period <strong>of</strong> 29 and 30<br />

years commencing from the date<br />

<strong>of</strong> initial investment<br />

29 th year:<br />

renovation and<br />

maintenance<br />

30 th year:<br />

major<br />

renovation<br />

Initial reserve fund 11.74 13.03 19.87 21.58<br />

Interim reserve fund 6.45 6.48 8.57 8.81<br />

Reserve fund 18.20 19.51 28.44 30.39<br />

Renovation Expenses 5.16 19.08 6.86 29.95<br />

Carried forward reserve fund 13.03 0.43 21.58 0.44<br />

Pr<strong>of</strong>it and Loss After the period <strong>of</strong> 14 and 15<br />

years commencing from the date<br />

<strong>of</strong> initial investment<br />

(Unit : Million Baht (approximately))<br />

14 th year:<br />

renovation and<br />

maintenance<br />

15 th year:<br />

major<br />

renovation<br />

After the period <strong>of</strong> 29 and 30<br />

years commencing from the date<br />

<strong>of</strong> initial investment<br />

29 th year:<br />

renovation and<br />

maintenance<br />

30 th year:<br />

major<br />

renovation<br />

Revenue <strong>of</strong> the Fund (the rent under the<br />

lease agreement)<br />

Rent (Fixed rent and variable rent) 79.57 80.86 107.20 109.25<br />

Expenses<br />

Expenses <strong>of</strong> the Fund (5.58) (5.40) (5.69) (5.96)<br />

Expenses for renovation (actual paid)<br />

Expenses for periodical renovation (5.16) (5.18) (6.86) (7.05)<br />

Expenses for major renovation - (13.90) - (22.90)<br />

Net pr<strong>of</strong>it <strong>of</strong> the Fund 68.83 56.38 94.65 73.34<br />

<strong>The</strong> above-mentioned information is estimated information for the risk factor in connection with the<br />

ability to pay dividend <strong>of</strong> the Fund. <strong>The</strong> Fund is unable to guarantee that the operating result <strong>of</strong><br />

the Fund will be in accordance with the information as mentioned above. <strong>The</strong> Fund is also unable<br />

to guarantee that the expenses for operation <strong>of</strong> the Initial Investment Property <strong>of</strong> the Fund,<br />

expenses <strong>of</strong> the Fund and/or expenses for renovation will not be higher than the expenses as<br />

shown above.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 49


Additionally, the above information is a forward-looking statement for the purpose <strong>of</strong> estimating<br />

the future circumstance which is an opinion <strong>of</strong> the Fund. Thus, the actual operating result may be<br />

significantly different from such estimation.<br />

8. Risk associated with the operation <strong>of</strong> the hotel and transfer <strong>of</strong> the license to operate hotel<br />

business<br />

In seeking the benefit <strong>of</strong> the Fund, the Fund will lease the Initial Investment Property (Glow Trinity<br />

Silom Building) as the serviced apartment to the tenant. <strong>The</strong> Fund has policy to change from<br />

serviced apartment to hotel when the license to operate hotel business is issued by the competent<br />

authority, provided that under the Lease Agreement <strong>of</strong> Land and Glow Trinity Silom Building and<br />

Furniture, Fixtures and Equipment, the Fund will receive the fixed and variable rent from leasing<br />

the Initial Investment Property.<br />

<strong>The</strong> tenant <strong>of</strong> Glow Trinity Silom Building has an obligation to procure the license to operate hotel<br />

business and such tenant shall take the following actions:<br />

(a) causing Trinity Assets Co., Ltd. which is in the process <strong>of</strong> applying for the license to<br />

operate hotel business under the Hotel Act B.E. 2547 (as amended) (the Hotel Act) to<br />

transfer the license to operate hotel business to the tenant <strong>of</strong> Glow Trinity Silom Building<br />

when the license to operate hotel business is issued by the competent authortity and<br />

such tenant <strong>of</strong> the Glow Trinity Silom Building shall immediately take the transfer <strong>of</strong> the<br />

license to operate the hotel business from Trinity Assets Co., Ltd. or<br />

(b) applying for the license to operate hotel business by itself according to the rules and<br />

procedures under the Hotel Act.<br />

In the case where the tenant <strong>of</strong> Glow Trinity Silom Building is unable to complete any <strong>of</strong> the above<br />

actions within the date <strong>of</strong> initial investment <strong>of</strong> the Fund or within the lease period <strong>of</strong> Glow Trinity<br />

Silom Building or in the case where the license to operate the hotel business is revoked or is not<br />

renewed under the Hotel Act within three years after the date <strong>of</strong> initial investment or within the<br />

lease period (in the case <strong>of</strong> renewal <strong>of</strong> the lease), it may affect the revenue <strong>of</strong> the Fund because<br />

the Fund may be unable to operate the Initial Investment Property and may terminate the Lease<br />

Agreement <strong>of</strong> Land and Glow Trinity Silom Building and Furniture, Fixtures and Equipment. This<br />

factor may adversely affect the business, financial position, operating result and the status <strong>of</strong> the<br />

Fund.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 50


Nevertheless, during the lease period under the Lease Agreement <strong>of</strong> Land and Glow Trinity Silom<br />

Building and Furniture, Fixtures and Equipment, if the tenant <strong>of</strong> Glow Trinity Silom Building is<br />

unable to operate the hotel according to the Hotel Act, Trinity Assets Co., Ltd. agrees to enter into<br />

the lease agreement with the Fund as a tenant in order to replace the previous tenant, provided<br />

that the revenue gained from the operation <strong>of</strong> Trinity Assets Co., Ltd. shall belong to the previous<br />

tenant <strong>of</strong> the Glow Trinity Silom Building which is calculated as prescribed under the Lease<br />

Agreement <strong>of</strong> Land and Glow Trinity Silom Building and Furniture, Fixtures and Equipment.<br />

In this regard, Trinity Assets Co., Ltd. has no obligation to maintain the license to operate hotel<br />

business during the lease period under the investment agreement.<br />

9. Risk from the breach <strong>of</strong> a counterparty, termination <strong>of</strong> the property management agreement<br />

and/or failure to perform the duty under the management agreement<br />

In the case where the tenant <strong>of</strong> Glow Trinity Silom Building is granted the license to operate hotel<br />

business, if such tenant enters into the property management agreement with the third party and<br />

any parties to the property management agreement are unable to perform the duty under the said<br />

agreement, the property management agreement may be terminated as mutually agreed. This<br />

may cause the tenant to seek a new property manager in order to replace the previous property<br />

manager. <strong>The</strong> Fund believes that the tenant is able to seek a new property manager within the<br />

specified period, and also believes that Glow Trinity Silom Building will be able to attract any<br />

property manager. However, during the period <strong>of</strong> seeking and negotiating with a new property<br />

manager may significantly affect the revenue and operating result and financial position <strong>of</strong> the<br />

Fund. Furthermore, the benefit under the new property management agreement may be less than<br />

in the former management agreement.<br />

10. Risk from the failure <strong>of</strong> granting <strong>of</strong> consent from Trinity Complex Juristic Person Condominium<br />

approving the Fund to use the entrance and exit road <strong>of</strong> Trinity Complex Juristic Person<br />

Condominium and risk associated with ability to perform the duty under the undertaking or<br />

repurchase the Initial Investment Property<br />

At the present, there are two entrances and exits to Glow Trinity Silom Building which are<br />

Naradhiwas Rajanagarindra 3 Road and private road <strong>of</strong> Trinity Complex Juristic Person<br />

Condominium.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 51


Nowadays, the private road <strong>of</strong> Trinity Complex Juristic Person Condominium is used as an<br />

entrance and exit to Naradhiwas Rajanagarindra 3 Road for customers, consumers and tenants <strong>of</strong><br />

the Glow Trinity Sillom Building and such private road is used for the car which intends to park at<br />

Glow Trinity Silom Building. This private road is mutually used among the customers, consumers<br />

and tenants <strong>of</strong> the Glow Trinity Silom Building and the owner <strong>of</strong> the Trinity Complex Condominium.<br />

Such usage <strong>of</strong> private road <strong>of</strong> Trinity Complex Juristic Person Condominium shall be approved by<br />

the Trinity Complex Juristic Person Condominium in writing. <strong>The</strong>refore, in the case where Trinity<br />

Complex Juristic Person Condominium revokes or terminates its approval <strong>of</strong> usage <strong>of</strong> private<br />

road, the customers, consumers and tenants <strong>of</strong> the Glow Trinity Silom Building will be adversely<br />

affected from such termination. This may significantly affect the revenue and the operating results<br />

<strong>of</strong> the retail tenants <strong>of</strong> Glow Trinity Silom Building and may eventually affect the revenue,<br />

operating result and the financial position <strong>of</strong> the Fund.<br />

In order for the Fund to use such private road continuously, the Fund enters into the agreement for<br />

use <strong>of</strong> entrance and exit with Trinity Complex Juristic Person Condominium in which the Fund<br />

shall pay 20,000 baht per month for using such private road to Trinity Complex Juristic Person<br />

Condominium and the term <strong>of</strong> agreement shall be indefinitely throughout the period in which the<br />

Fund invests in the Initial Investment Property. Such agreement already exists between Trinity<br />

Assets Co., Ltd. and Trinity Complex Juristic Person Condominium.<br />

In addition, in the case where, during the period that the Fund is an owner <strong>of</strong> the land, Glow Trinity<br />

Silom Building and FF&E, Trinity Complex Juristic Person Condominium is in a breach under the<br />

agreement for use <strong>of</strong> entrance and exit or the said agreement has been terminated under any<br />

circumstance, Trinity Assets Co., Ltd. agrees to construct an automobile elevator for Glow Trinity<br />

Silom Building or procure the entrance and exit for customers, consumers and retail tenants <strong>of</strong><br />

Glow Trinity Silom Building in order to replace the closed private road <strong>of</strong> Trinity Complex Juristic<br />

Person Condominium and access to Naradhiwas Rajanagarindra 3 Road.<br />

Furthermore, during the period that Trinity at Silom Co., Ltd. is a party to the lease agreement for<br />

land, Glow Trinity Silom Building and FF&E with the Fund, if Trinity Complex Juristic Person<br />

Condominium breaches the agreement for use <strong>of</strong> entrance and exit or such agreement has been<br />

terminated in any circumstance, and such breach causes the net annual revenue <strong>of</strong> the Fund to be<br />

less than average total rent for three previous years, provided that such three previous years shall<br />

not be less than net revenue for the one previous year plus progressive rate <strong>of</strong> five percent <strong>of</strong> net<br />

revenue, Trinity Assets Co., Ltd. agrees to compensate the Fund for the difference in rent <strong>of</strong> each<br />

year within 30 days commencing from the date <strong>of</strong> written notice received by Trinity Assets Co., Ltd.<br />

Such difference in rent shall be calculated from the average difference in net rent from the three<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 52


previous years, provided that such average difference in rent shall not be less than net revenue for<br />

the previous year plus progressive rate <strong>of</strong> five percent <strong>of</strong> net revenue received by the Fund after the<br />

breach <strong>of</strong> agreement for use <strong>of</strong> entrance and exit by Trinity Complex Juristic Person Condominium<br />

or such agreement being terminated in any circumstance.<br />

In this regard, during the period that Trinity at Silom Co., Ltd. is a party to the lease agreement for<br />

land, Glow Trinity Silom Building and FF&E with the Fund, if Trinity Complex Juristic Person<br />

Condominium breaches the agreement for use <strong>of</strong> entrance and exit within three years<br />

commencing from the beginning <strong>of</strong> lease period for land, Glow Trinity Silom Building and FF&E,<br />

the compensation under the agreement for use <strong>of</strong> entrance and exit shall be calculated from<br />

average rent <strong>of</strong> the year prior to the year which the breach is undertaken, provided that the average<br />

rent shall not be less than net revenue for the previous year plus progressive rate <strong>of</strong> five percent <strong>of</strong><br />

net revenue. After Trinity Assets Co., Ltd. has constructed the automobile elevator or new entrance<br />

and exit to replace the private road <strong>of</strong> Trinity Complex Juristic Person Condominium, if the Fund is<br />

<strong>of</strong> the opinion that Glow Trinity Silom Building remains unable to operate as a normal business or it<br />

is shown to the Fund that Trinity Assets Co., Ltd. fails to comply with its obligations for construction<br />

<strong>of</strong> the new entrance and exit within the specified period, Trinity Assets Co., Ltd. agrees to<br />

repurchase the land, Glow Trinity Silom Building and FF&E including Glow Trinity Silom Arcade from<br />

the Fund in an amount as appraised by the Appraisal Company, provided that such amount shall<br />

not be less than the total Initial Investment Amount by the Fund minus amortization value per annum<br />

commencing from the initial investment year until the year in which the repurchase <strong>of</strong> land, Glow<br />

Trinity Silom Building and FF&E and Glow Trinity Silom Arcade occurred as the formula shown<br />

below:<br />

Initial Investment Amount x [1 (the number <strong>of</strong> investment year x 1%)]<br />

Remark: in the case where theFund invests in the Initial Investment Property<br />

less than 1 year, the sale value shall be proportionately calculated from the<br />

remaining period <strong>of</strong> that year. <strong>The</strong> Management Company shall procure the<br />

appraisal <strong>of</strong> the Initial Investment Property and the date <strong>of</strong> the appraisal shall<br />

not be more than six months prior to the date <strong>of</strong> disposition <strong>of</strong> the Initial<br />

Investment Property.<br />

With this regards, the repurchase in the case where the Fund is in opinion that Glow Trinity Silom<br />

Building being unable to be operated in normal practice, the Fund will sell the land, Glow Trinity<br />

Silom Building and its FF&E and Glow Trinity Silom Arcade to Trinity Assets Co., Ltd. This<br />

transaction shall not be considered as a normal practice for selling the property <strong>of</strong> the Fund<br />

according to the rules and regulations under the relevant securities laws.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 53


However, any circumstance <strong>of</strong> sale <strong>of</strong> property <strong>of</strong> the Fund otherwise shall be governed by the rules<br />

and regulations under the relevant securities laws.<br />

Undertaking <strong>of</strong> Trinity Assets Co., Ltd. in repurchase <strong>of</strong> Initial Investment Property may be subject to<br />

the risk associated with the ability to perform under the undertaking agreement. This is because<br />

Trinity Assets Co., Ltd. may have to require money to repurchase such property in an amount as<br />

agreed between the Fund and Trinity Assets Co., Ltd.<br />

11. Risk from the construction <strong>of</strong> the buildings<br />

At the present, the revenue from the operation <strong>of</strong> the Plaza building is gained from leasing out the<br />

commercial area to the tenants. In this regard, the building located next to the Plaza building is Tritip<br />

2 Building and these two buildings have been connected by the walk-through path for the purpose<br />

<strong>of</strong> mutual commercial benefits in which the customers can walk through these two buildings. Such<br />

construction has been inspected and verified by the engineer and legal advisor and also has been<br />

approved by the relevant competent authority under the relevant laws. However, if, in the future,<br />

there is any circumstance which causes such buildings to close the walk-through path and rebuild<br />

the wall for the buildings, it may affect the revenue <strong>of</strong> the Fund.<br />

Nonetheless, in the case where the Fund has to rebuild the wall to close such walk-through path, the<br />

Fund will be able to process such rebuilding with the time efficiency and without the impact upon<br />

the structure <strong>of</strong> the Plaza building and benefit-seeking <strong>of</strong> the Fund because the main entrance and<br />

exit <strong>of</strong> the Plaza building is attached to the road in the Project. Thus, tenants or customers <strong>of</strong> the<br />

Plaza building will not be affected from the closure <strong>of</strong> the walk-through path.<br />

Preparation <strong>of</strong> Report to the Office <strong>of</strong> the SEC and Unitholders<br />

1 Fund Report<br />

<strong>The</strong> Management Company will prepare a report on the Fund as at the end <strong>of</strong> the accounting<br />

year and send such report to the unitholders whose name appear in the register <strong>of</strong> unitholders<br />

and the Office <strong>of</strong> the SEC within 4 months from the end <strong>of</strong> the accounting year whereby such<br />

report must contain details as specified by the Office <strong>of</strong> the SEC or the SEC or the Capital<br />

Market Supervisory Board.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 54


2 Report <strong>of</strong> Investment or Disposal <strong>of</strong> Immovable Property or Leasehold Rights <strong>of</strong> Immovable<br />

Property <strong>of</strong> the Fund<br />

<strong>The</strong> Management Company will send a report summarizing material details <strong>of</strong> the investment<br />

or disposal <strong>of</strong> immovable property or leasehold rights <strong>of</strong> immovable property <strong>of</strong> the Fund to the<br />

unitholders and the Office <strong>of</strong> the SEC within 15 days from the date <strong>of</strong> investment or disposal <strong>of</strong><br />

such immovable property or leasehold rights <strong>of</strong> immovable property, including posting such<br />

material detail at the public place <strong>of</strong> all <strong>of</strong>fices <strong>of</strong> the Management Company and the head<br />

<strong>of</strong>fice <strong>of</strong> the Fund Supervisor within 15 days from the date <strong>of</strong> investment or disposal <strong>of</strong> such<br />

immovable property or leasehold rights <strong>of</strong> immovable property so that the investors can<br />

inspect whereby such summary must contain material details as specified by the Office <strong>of</strong> the<br />

SEC.<br />

If the Investment Units <strong>of</strong> the Fund have been approved to be listed securities on the <strong>Stock</strong><br />

<strong>Exchange</strong> <strong>of</strong> <strong>Thailand</strong>, the Management Company shall deliver the summary <strong>of</strong> significant<br />

information under the preceding paragraph to the <strong>Stock</strong> <strong>Exchange</strong> <strong>of</strong> <strong>Thailand</strong> in lieu <strong>of</strong> taking<br />

action under the first paragraph within the next business day from the date <strong>of</strong> purchase, lease,<br />

disposal or transfer <strong>of</strong> leasehold rights in immovable property <strong>of</strong> the Fund or within such other<br />

period as prescribed by the <strong>Stock</strong> <strong>Exchange</strong> <strong>of</strong> <strong>Thailand</strong>.<br />

3 Report about Progress <strong>of</strong> the Real Estate Construction to Be Completed<br />

In case the Fund invests in incompleted property, the Management Company will produce the<br />

report <strong>of</strong> the progress <strong>of</strong> the construction at every 6 months from the date <strong>of</strong> investment until<br />

the construction completion and will submit to the Office <strong>of</strong> the SEC within 15 days from the<br />

date <strong>of</strong> that six-month period given that the Management Company will disclose the progress<br />

<strong>of</strong> the construction on its web site as well.<br />

Once the investment units have been listed in the <strong>Stock</strong> <strong>Exchange</strong> <strong>of</strong> <strong>Thailand</strong>, the<br />

Management Company will inform the progress <strong>of</strong> the abovementioned to the <strong>Stock</strong> <strong>Exchange</strong><br />

<strong>of</strong> <strong>Thailand</strong>.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 55


Information Disclosure through the Publication System <strong>of</strong> the <strong>Stock</strong> <strong>Exchange</strong> <strong>of</strong> <strong>Thailand</strong><br />

1. <strong>The</strong> Management Company will report the net asset value and net asset value per unit <strong>of</strong> the Fund<br />

as at the end <strong>of</strong> the month to the SET within 30 days from the last day <strong>of</strong> each month.<br />

2. <strong>The</strong> Management Company will disclose the financial statement and report on the Fund as at the<br />

end <strong>of</strong> the accounting year (31 December) to the SET within 4 months from the end <strong>of</strong> the<br />

accounting year with at least the details as specified by the Office <strong>of</strong> the SEC.<br />

3. After units <strong>of</strong> the Fund has been approved as a listed securities on the SET, the Management<br />

Company will send a report summarizing material details <strong>of</strong> the investment or disposal <strong>of</strong><br />

immovable property or leasehold rights <strong>of</strong> immovable property to the SET instead <strong>of</strong> sending to<br />

the unitholders according to the topic Preparation <strong>of</strong> Report to the Office <strong>of</strong> the SEC and<br />

Unitholders within the next business day from the date <strong>of</strong> purchase, lease, sell or transfer the<br />

leasehold rights <strong>of</strong> immovable property <strong>of</strong> the Fund or within any other time limit specified by the<br />

SET.<br />

4) <strong>The</strong> Management Company will send an appraisal report and a review <strong>of</strong> the appraisal report to<br />

the SET within 15 days from the date <strong>of</strong> receipt <strong>of</strong> such report.<br />

5) <strong>The</strong> Management Company shall disclose the information regarding the change or amendment to<br />

the Fund Scheme or the Management <strong>of</strong> the Fund.<br />

Fees and Expenses Collectible from Purchaser or Unitholders and the Fund<br />

1. Fees and Expenses Collectible from Purchaser or Unitholders<br />

(1.1) Selling Fee<br />

- Front-end fee : None<br />

- Increase <strong>of</strong> Capital : Not exceeding 3% <strong>of</strong> the underwrite price/unit<br />

(exclude <strong>of</strong> VAT, specific business tax or any<br />

other taxes <strong>of</strong> similar nature)<br />

(1.2) Unit transfer fee : At the rate prescribed by the Investment Unit<br />

Registrar<br />

(1.3) Fee for money transfer : As actually Paid by debit from the amount<br />

transferred to such account<br />

(1.4) Fee for issuance <strong>of</strong> documents <strong>of</strong><br />

right in Investment Units<br />

: At the rate prescribed by the Investment Unit<br />

Registrar<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 56


<strong>The</strong> Management Company or the Registrar may charge the expenses which the unitholder<br />

request for special proceed besides from the normal practice <strong>of</strong> all unitholders in actual, such<br />

units transter fee, record the pledging to the registrar or registrar changing record etc. <strong>The</strong><br />

Management Company or the Registrar Unit will be informed unitholders.<br />

2. Material Fees and Expenses Collectible from the Fund<br />

(2.1) Management fee per<br />

annum<br />

: Not exceeding 1.00% per annum <strong>of</strong> the Net Asset<br />

Value <strong>of</strong> the Fund, payable monthly<br />

(2.2) Trustee fee per annum : At the rate not exceeding 0.50% per annum <strong>of</strong><br />

the Net Asset Value <strong>of</strong> the Fund, provided that<br />

the Trustee will charge exceeding actual<br />

expenses for the inspection <strong>of</strong> immovable<br />

property <strong>of</strong> the Fund at the rate not exceeding<br />

Baht 10,000 per charge, payable monthly<br />

(2.3) Registrar fee per annum : Not exceeding 0.50% per annum <strong>of</strong> Net Asset<br />

Value <strong>of</strong> the Fund, payable monthly<br />

(2.4) Property Management<br />

fee (if any)<br />

: Not exceeding 5.00% per annum <strong>of</strong> Net Asset<br />

Value <strong>of</strong> the Fund<br />

(2.5) Financial Advisor fee : (a) Initial Public Offering : not exceeding 3.00%<br />

<strong>of</strong> the amount sold.<br />

(b) Captital Increase : not exceeding 3.00% per<br />

annum <strong>of</strong> the amount funding in each time.<br />

(2.6) Advisor fee : (a) in accordance with the actual cost and a<br />

total <strong>of</strong> not more than 2.00% per annum <strong>of</strong><br />

the Net Asset Value fo the Fund (b) Other<br />

cases: pay in actual but not more than 5<br />

million per year.<br />

Additional fees for<br />

investment advisors.<br />

Disposition <strong>of</strong> the<br />

property. Or leasehold<br />

property.<br />

Not more than 1.00% <strong>of</strong> the value <strong>of</strong> the property<br />

or leasehold rights <strong>of</strong> the property that the Fund<br />

invested or divested each time<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 57


Consulting and other providers <strong>of</strong><br />

funds, such as advisory fees.<br />

Special Advisor to the law.<br />

Attorney's fees consultants who<br />

oversee the construction. Wage<br />

engineers oversee construction<br />

and / or evaluate the quality <strong>of</strong><br />

work etc .<br />

(2.7) Underwriting fee (including <strong>of</strong><br />

Underwriter and Selling Agent)<br />

As actually paid<br />

: Not exceeding 3.50% <strong>of</strong> the underwriting<br />

amount<br />

(2.8) Insurance Premium : At the rates <strong>of</strong> agreement <strong>of</strong> the proposals<br />

between the Management Company and<br />

Insurance Company.<br />

(2.9) Invetsment Committee Meeting<br />

Per Diem<br />

(2.10) Expenditure <strong>of</strong> Advertising, Public<br />

Relations And Sales Promotion.<br />

Remarks :<br />

: As actually Paid, not exceeding 10,000 Baht<br />

per person per meeting only in case <strong>of</strong> a<br />

setting up a meeting or any amount based on<br />

the Unitholders resolution<br />

: For the Initial Public Offering : not exceeding<br />

than 3.0 million Baht . For Capital Increase or<br />

promote information <strong>of</strong> the Fund to investor or<br />

others Publice Relation under the regulations <strong>of</strong><br />

the Office <strong>of</strong> the SEC which will be charged at<br />

actually paid but not exceed 3.00 percent per<br />

annum <strong>of</strong> the NAV <strong>of</strong> the fund at the end <strong>of</strong> the<br />

fiscal year <strong>of</strong> the previous fiscal year.<br />

Such fees and expenses are not included Value Added Tax, Specific Business Tax or<br />

any other similar tax.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 58


No. <strong>of</strong> Unitholders and Distribution <strong>of</strong> Units Holding as <strong>of</strong> February 23, 2011<br />

No. <strong>of</strong><br />

Unitholders<br />

No. <strong>of</strong> Units<br />

% <strong>of</strong> Total<br />

Outstanding Units<br />

Holding > 5/1,000 <strong>of</strong> total outstanding units 19 35,457,600 49.94<br />

Holding < 5/1,000 <strong>of</strong> total outstanding units and not<br />

less than one trading unit<br />

640 35,542,400 50.06<br />

Holding less than one trading unit 0 0 0.00<br />

Total 659 71,000,000 100.00<br />

Major Unitholders as <strong>of</strong> February 23, 2011<br />

List <strong>of</strong> Major Unitholders No. <strong>of</strong> Units Held % <strong>of</strong> Total Outstanding<br />

Units<br />

Trinity Assets Co., Ltd. 21,305,500.0000 30.01<br />

Ubolratana Foundation 2,000,000.0000 2.82<br />

Mrs. Pranee Pha-oenchoke 1,974,200.0000 2.78<br />

Mrs. Shirdshaliew Nardviriyakul 1,848,200.0000 2.60<br />

Mrs. Malee Chirasakyakul 1,500,000.0000 2.11<br />

Mrs. Ranjuan Wongkarharn 550,000.0000 0.77<br />

Ms. Nongnuch Sae-Goeg 500,000.0000 0.70<br />

Mr. Thaweesak Thosponpaisarn 500,000.0000 0.70<br />

Mrs.Thasanee Chonsaipan 500,000.0000 0.70<br />

Ms. Siriwipa <strong>The</strong>tvichienchai 500,000.0000 0.70<br />

Mrs. Surang Suthijitranonda 500,000.0000 0.70<br />

Mrs. Patchaporn Laolikitnun 500,000.0000 0.70<br />

Mr. Wisit Pisarnkunakij 500,000.0000 0.70<br />

Mr. Surasak Pornboonmarung 500,000.0000 0.70<br />

Mrs. Wuthipan Sahatkul 500,000.0000 0.70<br />

Mr. Panlerth Sukonchatinun 500,000.0000 0.70<br />

Mr. Chatchai Jarasyoswuttichai 500,000.0000 0.70<br />

Total 34,677,900.000 48.84<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 59


Foreign Unitholders<br />

As <strong>of</strong> February 23, 2011, the Fund has only 1 foreign unitholder who hold an aggregation <strong>of</strong> 20,000 units,<br />

equivalent to 0.0282 % <strong>of</strong> the issued investment units.<br />

Remark:<br />

As the Management Company and the Registrar <strong>of</strong> the investment units <strong>of</strong> the Fund, the Company will<br />

comply with the specification <strong>of</strong> the fund scheme and the Notification <strong>of</strong> the Office <strong>of</strong> the SEC No. Sor Nor.<br />

53/2552 RE: Rules, Conditons and Procedures <strong>of</strong> the Establishment and Management <strong>of</strong> Property Fund<br />

(No. 2) concerning the control <strong>of</strong> holding <strong>of</strong> units by foreign investors at any time not to exceed 49 percent<br />

<strong>of</strong> total number <strong>of</strong> units sold as follows:<br />

1. To inform securities companies to check the foreign room limit which the foreign investors may<br />

hold with the Registrar and to inform the Registrar <strong>of</strong> the number <strong>of</strong> investment units which foreign<br />

investors wish to hold immediate by telephone or by fax.<br />

2. After the buy-sell transaction <strong>of</strong> investment units, the securities companies must process for the<br />

foreign investors to register the transfer <strong>of</strong> securities and seek issuance <strong>of</strong> investment unit<br />

certificate from the Registrar promptly.<br />

3. If it appears later that there are many applicants who wish to register the transfer <strong>of</strong> investment<br />

units which will cause the foreign holding <strong>of</strong> investment units to exceed 49% <strong>of</strong> total number <strong>of</strong><br />

investment units sold, the Management Company will transfer the investment units to foreign<br />

investors up to 49% on first come first serve basis <strong>of</strong> documents being submitted and will deny<br />

the transfer <strong>of</strong> units in excess <strong>of</strong> 49%. <strong>The</strong> application for transfer must be in the form specified<br />

by the Registrar.<br />

Statistical Summary<br />

Date<br />

Net Asset Value<br />

Per Unit<br />

(Baht)<br />

Total<br />

(thousand<br />

Baht)<br />

Property<br />

Investment<br />

Distribution <strong>of</strong> Net Asset Value<br />

Deposits Other Asset Other Liabilities<br />

(thousand Baht) (thousand Baht) (thousand Baht) (thousand Baht)<br />

24/2/2554 10.0001 710,012 689,400 20,667 17,329 17,384<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 60


Should the investor need more information or additional details other than that appear in this Summary <strong>of</strong><br />

Information Memorandum, please contact the Management Company or Underwriter or Selling Agents for<br />

Prospectus on the part <strong>of</strong> Fund details.<br />

Prepared by<br />

ONE ASSET MANAGEMENT LIMITED.<br />

Information Memorandum <strong>of</strong> Trinity Property Fund 61

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