TNPF - The Stock Exchange of Thailand
TNPF - The Stock Exchange of Thailand
TNPF - The Stock Exchange of Thailand
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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