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Notice Regarding Legal Prohibition on the Transfer of Certain Shares of WEH

Announcement from SYMPHONY PARTNERS LIMITED // NEXT GLOBAL INVESTMENTS LIMITED // DYNAMIC LINK VENTURES LIMITED

HONG KONG, May 31, 2018 (GLOBE NEWSWIRE) — On 18 May 2018, the High Court of the Hong Kong Special Administrative Region issued an injunction (the “Hong Kong Injunction”) prohibiting the disposal by Golden Music Limited (“Golden Music”), a company incorporated in Hong Kong under number 2387246, of 41,216,398 shares (approximately 37.87%) in Wind Energy Holding Co., Ltd. (“WEH”), a company registered with the Thai Ministry of Commerce under number 0105552008501 (“WEH Shares”).

The WEH Shares in question comprise of the following numbered shares, as recorded in WEH’s latest share register book dated 30 April 2018 filed with the Thai Ministry of Commerce on 10 May 2018:

Share Numbers
63528715 to 92931040
92931041 to 104745112

Official documents indicate that Golden Music, a company incorporated in Hong Kong, received the WEH Shares in question from Mr. Kasem Narongdej on 14 July and 9 August 2017, and that the sole shareholder of Golden Music is Mr. Kasem Narongdej, the Chairman of the KPN Group, and the father of Mr. Nop Narongdej, WEH’s Chairman of the Executive Committee and Director.

In turn, Mr. Kasem Narongdej received 64,717,411 WEH shares (approximately 59.46% of the share capital), in April 2016, from KPN Energy (Thailand) Co., Ltd., a Thai company formerly known as Renewable Energy Corporation Co., Ltd.  In late January 2018, Symphony Partners Limited, Next Global Investments Limited and Dynamic Link Ventures Limited, three Hong Kong companies who are the beneficiaries of the Hong Kong Injunction, initiated criminal proceedings before the Bangkok South Municipal Court against Mr. Kasem Narongdej and twelve other defendants for the criminal offense of “cheating against creditors.”

The relevant portions of the 18 May 2018 Hong Kong Injunction are reproduced below, with emphasis placed on material provisions:

IT IS ORDERED that:

RESTRICTION ON DISPOSAL OF ASSETS

1. The 3rd Defendant [Golden Music Limited] must not in any way dispose of or deal with or diminish the value of the 41,216,398 shares in Wind Energy Holding Co., Ltd. (a company incorporated in Thailand with corporate no. 0105552008501) (“WEH”) registered in the name of the 3rd Defendant.

DURATION OF THIS ORDER

2. This Order will remain in force until Judgement in this action or until it is varied or discharged by a further order of the court.

DISCLOSURE OF INFORMATION

3. The 3rd Defendant must within 7 days of service of this Order inform the Plaintiffs in writing in an affidavit to be sworn by an officer of the 3rd Defendant (a) whether the 3rd Defendant still holds the 41,216,398 shares in WEH or any part thereof, (b) whether such shares are encumbered in any way and, if so, the dates, parties, form and terms of such encumbrances and (c) if the 3rd Defendant has disposed of any of such shares, when such shares were disposed of and the terms of such disposal.

EFFECT OF THIS ORDER

4. A Defendant who is an individual who is ordered not to do something must not do it himself or in any other way. He must not do it through others acting on his behalf or on his instructions or with his encouragement.

5. A Defendant which is a corporation and which is ordered not to do something must not do it itself or by its directors, officers, employees or agents, or in any other way.

THIRD PARTIES

6. Effect of this Order. It is a contempt of court for any person notified of this Order knowingly to assist in or permit a breach of this Order. Any person doing so may be imprisoned, fined, or have his assets seized.

7. Effect of this Order outside Hong Kong. The terms of this Order do not affect or concern anyone outside Hong Kong until it is declared enforceable or is enforced by a court in another jurisdiction and then they are to affect him only to the extent they have been declared enforceable or have been enforced UNLESS such person is:

(1) a person to whom this Order is addressed or an officer or an agent appointed by power of attorney of such a person; or

(2) a person who is subject to the jurisdiction of this court and (i) has been given written notice of this Order at his residence or place of business within the jurisdiction of this court and (ii) is able to prevent acts or omissions outside the jurisdiction of this court which are a breach or assist in a breach of this Order.

The 18 May 2018 Hong Kong Injunction was granted further to an earlier ex parte injunction by the same court, issued on 11 May 2018.  On 18 May 2018, Golden Music, despite being given notice, did not attend the court hearing.  Neither did Golden Music oppose the making of the injunction in any way.

On 28 May 2018, Golden Music informed Symphony Partners Limited, Next Global Investments Limited and Dynamic Link Ventures Limited that it is still the registered owner of the WEH Shares and that they are not encumbered in any way.

This announcement is made for the benefit of WEH shareholders and third parties so that they are aware of the prohibition against the disposal by Golden Music of the WEH Shares.

For further information please contact:

symphony.litigation.info@gmail.com

 

SYMPHONY PARTNERS LIMITED

Room 1901, 19/F

Lee Garden One

33 Hysan Avenue

Causeway Bay

Hong Kong

 

NEXT GLOBAL INVESTMENTS LIMITED

Room 1901, 19/F

Lee Garden One

  33 Hysan Avenue

Causeway Bay

Hong Kong

 

DYNAMIC LINK VENTURES LIMITED

Room 1901, 19/F

Lee Garden One

33 Hysan Avenue,

Causeway Bay

Hong Kong

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