Notification of resolution of BOD Connected Transaction

15 สิงหาคม 2550
Tor. 14/2550 August 14, 2007 Subject : Report on Resolution of the Board of Directors' Meeting No.6/2550 To : President The Stock Exchange of Thailand Loxley Public Company Limited ("the Company") would like to report on the resolution of the Board of Directors' Meeting No. 6/2550 held on August 14, 2007 as the following details: 1. To approve the Company's 2nd Quarter Financial Statements for the six- month periods ended June 30, 2007 which were reviewed by the auditor. 2. To approve the Company's investment in L Direct Co., Ltd. (L Direct) which is the related transaction. The details are as follows: 1. Transaction Date: Within August, 2007 2. Parties involved: Payee : Loxley Public Company Limited Payer : L Direct Co.,Ltd. Relationship : L Direct Co.,Ltd., a 100% subsidiary Company of Ekpavee Co.,Ltd. Ekpavee Co.,Ltd is the major shareholder (27.82%) of the Company. 3. Description of transaction: The Company purchased 70,000 issued ordinary shares of L Direct at par value of Baht 100 per share. The transaction is considered to be the related transaction under the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions, 2003 (the "SET Notification"). 4. Details of assets purchased: Company: L Direct Co.,Ltd. Business: Direct Sale Registered Capital before the transaction: 3,000,000.-Baht for 30,000 ordinary shares, at par value of Baht 100 Registered Capital after the transaction : 10,000,000.- Baht for 100,000 ordinary shares at par value of Baht 100 Purchased shares: 70,000 ordinary shares or equal to 70% Percentage shares before the transaction: Ekpavee Co.,Ltd. held 30,000 ordinary shares, represented 100% of the Company's registered capital. Percentage shares after the transaction: Loxley Public Company Limited held 70,000 ordinary shares, represented 70% of the Company's registered capital. Ekpavee Co.,Ltd. held 30,000 ordinary shares, represented 30% of the Company's registered capital. Directors: 1. Mr. Suraphand Bhasitnirandr 2. Mr. Somphop Pitaksiripan 3. Mrs. Parinda Uthaicharoenpong 4. Mrs. Kosoom Sinphurmsukskul Directors (After the transaction) -No change- Shareholders before the transaction: 1. Ekpavee Co.,Ltd. held 100 % of registered capital, 30,000 ordinary shares. Shareholders after the transaction: 1. Loxley Public Co.,Ltd held 70 % of registered capital, 70,000 ordinary shares. 2. Ekpavee Co.,Ltd. held 30 % of registered capital, 30,000 ordinary shares. Total Value of the Transaction: The transaction value is Baht 7,000,000 or equivalent to 0.174% of the net tangible assets of the Company and subsidiaries as at June 30, 2007. Size of this transaction is more than Baht 1 million but less than Baht 20 million or more than 0.03% but less than 3% of net tangible asset value as at June 30, 2007. 5. Related Persons: Mr.Suraphand Bhasitnirandr Director's the Company and Director's L Direct (The related persons abstained from meeting and the consideration of the matter by The Board of Directors of this connected transaction.) 6. Source of funds: the Company's working capital 7. Advantages Expected: The Company expects to receive dividend from this investment. 8. Opinions of The Board of Director: The Board of Directors approved to invest in L Direct increasing capital as a result the company may gain additional sale and able to enhance its operation efficiency and increase profitability. 9. Opinions of the Audit Committee which differ from the opinion of the Board of Directors: -None- Please be informed accordingly. Sincerely yours, Loxley Public Company Limited (Mr. Pichai Mooputtarak) Secretary of Board of Director