News Detail

Date/Time
14 Jul 2021 17:01:00
Headline
Notification of changing the format of the 2021 Annual General Meeting of Shareholders to Electronic Meeting (E- AGM)
Symbol
TMW
Source
TMW
Full Detailed News
Download Full Detailed News
                Schedule of Shareholders' meeting

Subject                                  : Schedule of Annual General Meeting of
 Shareholders
Date of Board resolution                 : 01-Jun-2021
Shareholder's meeting date               : 23-Jul-2021
Beginning time of meeting (h:mm)         : 10 : 00
Record date for the right to attend the  : 15-Jun-2021
meeting
Ex-meeting date                          : 14-Jun-2021
Significant agenda item                  :
  - Cash dividend payment
  - Connected transaction
Venue of the meeting (Update)            : E-AGM
Remark                                   :
To    :   President
        The  Stock Exchange of Thailand
Subject  :     2021 Annual General Meeting Date and  Agenda and Propose of Dividend
 Payment for 2020  Operating Results
Date     :   June 1, 2021
 
    According to TMW's  Board of Directors meeting no.2/2021 dated on June 1, 2021 
, the Board of Directors  has  resolved as follows :
     1  TMW will hold the 2021  Annual General  Meeting (AGM) on Friday 23 July 
2021  at time 10.00 that will be held at Thai Mitsuwa Public Company Limited 31
Moo 2 Baanchang, Amphur  Muang, Pathumthani 12000.
            2. TMW will entitle  rightful  shareholders, who can attend the 2021  
Annual General Meeting  on 15 June 2021 ( Record Date ) and TMW will entitle
rightful shareholders, who can receive  the dividend on 5  August 2021 ( Record
Date ) which  will be payable  on 23  August 2021.   However, the right to
receive the dividend is uncertain because it must be approved by the
shareholders' meeting.           
    3. TMW has specified   the  following  agenda for  2021  AGM :
Agenda 1    To acknowledge the Minutes of 2020  Annual General Meeting which was  
held on  July 24, 2020.
The Board's opinion :  recommended  shareholders  to acknowledge the minutes of 
  2020  Annual General Meeting which was held on July 24, 2020.
Agenda 2    To acknowledge   TMW's  operation results  for the year 2020.
The Board's opinion :  recommended  shareholders to acknowledge  TMW's  
operation  results for the year 2020.
Agenda 3    To approve TMW's  financial statementS for the year 2020  ended  March 
31, 2021.
The Board's opinion: recommended shareholders to approve TMW's financial  
statements for the year 2020 ended March 31,2021  which  were audited and
certified by the auditor and  reviewed by the audit committee that they are
correct, presented and disclosed appropriately according to Thai  Financial
Reporting Standards and Thai  Accounting  Standards.
Agenda 4    To approve the 2020 annual operation results allocation and dividend 
payment.
The Board's opinion :  recommended shareholders to approve the 2020 annual net 
profit  allocation  and dividend payment.  The proposed  dividend  is at  rate
0.46  baht per share , total  dividend payment  18,354,000.00 baht   (eighteen
million three hundred and fifty four thousand baht only)  or  30.17% of net
profit  on the income statement. TMW will entitle rightful shareholders who may
receive the dividend on 5 August  2021  (Record Date) and the dividend will be
payable on 23  August  2021. However, the dividend is subject to the
shareholders' approval in  the  2021  Annual  General Shareholder  Meeting.
Agenda 5    To elect the  directors due to retirement  by rotation.
    The Board's opinion :     recommended shareholders  to elect the directors  who 
retired  by rotation  for replacement  as follows :
1.    Mr. Pornthep  Yarnprasart
2.    Mr. O-larn  Srimongkol
3.    Mr, Patchara   Kaewnukul
  Agenda 6    To approve the remuneration for the directors.
The Board's opinion :  recommended shareholders to approve the remuneration 
7,000,000.00 baht ( seven million baht only)  for the directors  and to grant
authority to the Board to allocate it.
Agenda 7    To approve the appointment of  auditors  and the audit fee for the  
year 2021.
The Board's opinion :   recommended  shareholders according to the audit 
committee' s opinion to approve the appointment of the auditor from  EY  Office
Limited to be auditor of TMW for 2021. One of the following auditors may audit
and provide opinions on TMW's 2021 financial statements : 1). Ms.Siriwan
Suratepin  license no. 4604 ; 2) Mr.Wicharn Loketkravee license no. 4451; 3)
Ms. Kamolthip  Lertvitvorathep   license no.4377  and the audit  fee
2,070,000.00  baht ( seven  million and seventy thousand  baht only) for the
year 2021.
Agenda 8  To consider and approve the connected  transaction of renewing the 
Technical Service Agreement between Thai  Mitsuwa Public Company Limited and
Mitsuwa Electric  Industry  Company Limited. (magnesium product)
         The Board's opinion  :    the directors who are not stakeholder for renewing 
this agreement  consider that TMW's  entering the transaction will be very
beneficial  for  business operations that TMW requires assistance and factors
including marketing, technology, product  quality  development and  skillful
personnel  from Japan to promote  product satisfaction for customers which
will encourage the  core  business; and  that the     remuneration at 3% of
projected sales for 5-year term (from 1 July 2021 - 30 June 2026)  by the
contract, amounting to 162.42 million baht that would be paid to the parent
company is the appropriate  rate when compared  with  the existing rate in
same industry and  propose submitting  this renewal of the Technical
Service  Agreement  together with the report of the independent financial
adviser to give  opinions  on the     appropriateness of entering this
transaction         to the shareholders of  TMW.
        (This agenda refers to the connected transaction which the company disclosed 
to         the Stock Exchange of Thailand on April 21, 2021 and revised the
dislclosure and        reported on June 1,2021)
Agenda 9   To consider other matters (if  any).
              Please be informed accordingly.                    
        
                           Yours sincerely,

                        Mr.Tetsuji  Takeguchi
                           Company Secretary
______________________________________________________________________

Dividend payment / Omitted dividend payment

Subject                                  : Cash dividend payment
Date of Board resolution                 : 01-Jun-2021
Type of dividend payment                 : Cash dividend payment
Record date for the right to receive     : 05-Aug-2021
dividends
Ex-dividend date                         : 04-Aug-2021
Payment for                              : Common shareholders
Cash dividend payment (baht per share)   : 0.46
Par value (baht)                         : 5.00
Payment date                             : 23-Aug-2021
Paid from                                :
    Operating period from 01-Apr-2020 to 31-Mar-2021

Remark                                   :
Agenda 4    To approve the 2020 annual operation results allocation and dividend 
payment.
The Board's opinion :  recommended shareholders to approve the 2020 annual net 
profit  allocation  and dividend payment.  The proposed  dividend  is at  rate
0.46  baht per share , total  dividend payment  18,354,000.00 baht   (eighteen
million three hundred and fifty four thousand baht only)  or  30.17% of net
profit  on the income statement. TMW will entitle rightful shareholders who may
receive the dividend on 5 August  2021  (Record Date) and the dividend will be
payable on 23  August  2021. However, the dividend is subject to the
shareholders' approval in  the  2021  Annual  General Shareholder  Meeting.
______________________________________________________________________

Connected transaction

Disclosure of Connected Transaction - Technical Service Agreement ( concerning  
magnesium products) (revised the disclosure reported on April 21,2021)
1.    Date of Transaction
After approval by Annual General Meeting of shareholders 2021 of the Company 
which the company expects the meeting  to be held in July 2021 and will notify
the date of the meeting later.

2.    Relationship between the Company and Mitsuwa Electric Industry
Name of business contract    :    Technical Services Agreement (for magnesium parts)
Service receiver    :    Thai Mitsuwa Public Company Limited ("TMW")
Service provider    :    Mitsuwa Electric Industry Company Limited ("MEI")
Relationship between contract  parties    :    Mitsuwa Electric Industry Company 
Limited is the major shareholder of TMW.     According to the shareholder book
as at 31 March 2021, MEI holds 23,640,300 shares or 59.25% of issued and fully
paid-up and registered share capital of TMW.
           At present, Mitsuwa Holding Co;Ltd.("MEI-HD")  is the major 
shareholder of Mitsuwa Electric Industry Co; Ltd. , holding 300,000 shares  or
100% of  issued and fully paid-up and registered share capital of MEI.    MEI-HD
was established on 1 April 2020 by the group of "Ultimate Shareholders"  :
Yamada family group.
          MEI's existing shareholders including the ultimate shareholder group 
purchased MEI-HD shares through setting up the  holding company.
          According to the new shareholding structure as mentioned above, the 
connected transaction between TMW and MEI have connected persons as TMW's
shareholders as follows:
1.    Mr.Hiroshi  Yamada (shareholding 16.52% in ME-HD and 8.79% in TMW)
2.    Mr.Hiroto  Yamada (shareholding 8.73% in MEI-HD and 2.69% in TMW)
3.    Ms.Haruka  Yamada (shareholding 6.47% in MEI-HD and 0.15% in TMW)
4.    Mrs.Yukako  Yamada (shareholding 14.13% in MEI-HD)
                All  hold 11.63% in TMW 's issued and fully paid-up
     and registered share capital of TMW and  hold  45.85% in
     MEI-HD.
            In addition, the connected transaction between TMW and
 MEI has the connected persons as TMW's directors as follows:
1.    Mr. Hiroshi Yamada (Director of MEI and Director of TMW)
2.    Mr. Naoki Yamada (Director of MEI and Director of TMW)
        
        
The transaction above is a connected transaction as specified in Category 4 
transaction pertaining to assets or services according to Notification of the
Capital Market Supervisory Board No. Tor Chor 21/2551 Re: Rules on Connected
Transactions and Notification of the Stock Exchange of Thailand Re: Disclosure
of Information and Other Acts of Listed Companies Concerning the Connected
Transactions BE 2546.

3.    Characteristic of Transaction
    In accordance with the resolution of the Board of Directors Meeting No. 1/2021 
held on April 21, 2021, the Board of Directors has approved TMW to renew the
technical service agreement. (concerning magnesium products) with MEI, a
connected person, as a major shareholder of the company. The agreement has a
5-year contract, commencing from August 1, 2021 to July 31, 2026, and proposing
to the shareholders' meeting for consideration and approval of the technical
service agreement in the next order.
According to the Board's resolution No.1/2021 on 21 April 2021, it approved TMW 
to have sign the Technical Service Agreement with MEI is major shareholder of
TMW to continually renew it  from the date of August  1, 2021 to July 31, 2026
for five-year term  and put forward the transaction into TMW's AGM for
consideration.
Matter of the contract
Name of business contract        Technical Services Agreement (concerning magnesium 
products)
Date of signing the contract        After receiving approval from the Annual General 
Meeting of     
                    Shareholders for 2021, which will be held in July 2021, and
                    MEI 's  approving the transaction.
Dates of starting & ending            August 1, 2021 - July 31, 2026
Contract term                5 years (five years)
Essence of the contract            1)  MEI shall provide technical services to TMW, 
including
                            consultation and training on production and marketing.                             Moreover, 
it shall provide support on personnel to  transfer                             its experience and
knowledge to its employees as well.
                            2)   The agreement cannot be transferred or assigned to                             other 
people without prior consent in writing from the other
                            Parties.
                    3)   In case there is a revision in this contract, it shall be 
                        executed in writing and signed by the both parties.
                                  In the services, MEI shall provide and support TMW with 
                            information and  advice as follows :        
                            *   Business related to the products, including the sale of the 
products and manufactured, purchase of materials and                             procurement
of materials.
                    *    Procurement, installation, commissioning and operation
                    of the machinery including  maintenance.
                    *    Production, organization, solution, improvement on                         production, 
techniques and efficiency and other technical                         advice.
                    *    New products and product development, including                         supporting on 
drawings and new moldings.
                    *   Personnel training and management.
Remuneration                At the rate of 3% of monthly net sales of magnesium 
products, excluding costs of insurance, sales tax, duty stamps                     and
other expenses.
Payment                It shall be paid quarterly and due within 30 days from the end of 
each quarter, by transferring the amount in baht currency or in yen
                        currency and/or other currencies as the both parties agreed.
                        (In practice Payment date or transfer date will use the
                        compensation calculated in Thai baht converted to the desired
                        currency at the Counter Rate exchange rate on the date of transfer).
Transaction worth                Estimated remuneration over the 5-year contract based on 
sales                         estimates estimated by TMW's management during 2021 - 2026 is
                        equal to 162.42 million baht.

4.    Total Worth and Criteria to Determine Total Worth
Total consideration value for technical service (concerning magnesium products),
TMW is to pay MEI at the rate of 3% of the magnesium product sales in
accordance with the terms of the Technical Service Agreement (concerning
magnesium products). The management estimates that there will be the sales of
magnesium products for 5 years of approximately 5,414 million baht according to
the table below.


Year
(1 August - 31 July )    Estimated the sales of magnesium products (Million 
Baht)    Remuneration at rate 3.00%
(Million Baht)
2021 - 2022    1,215.00    36.45
2022 - 2023    1,130.00    33.90
2023 - 2024    1,024.00    30.72
2024 - 2025    997.00    29.31
2025 - 2026    1,068.00    32.04
Total    5,414.00    162.42
From the table above, calculating the size of estimated remuneration  for over a
period of 5 years above between August 1, 2021 to July 31,2026, totaling 162.42
million baht approximately or 6.71% of net tangible assets (NTA) of TMW's
reviewed financial statement as of March  31, 2021 with  calculating NTA
amounting to 2,420.49 million baht.
NTA     = Total assets  minus  Total  liabilities  minus Intangible assets
    = 3,293.31 million baht minus 844.15 million baht  minus  28.66  million baht
    = 2,420.49 million baht
Calculating the transaction size  3% of 2,420.49 million baht  =  72.61 million 
baht.
Total estimated remuneration = 162.42 million baht  more than 72.61 million 
baht.

5.    Details and Scopes of interest of the Transaction
The connected transaction as specified in Category 4 transaction pertaining to 
assets or services. The transaction are estimated to be over 20 million baht or
more than 3 percent of Net tangible assets of the Company. The Company is thus
requires to disclose the transaction to the SET, and to obtain approval for
entering into the transaction from the shareholders' meeting with the votes of
at least three - fourth of the total votes of shareholders, excluding
shareholders with vested interest.  Moreover, The Company appoint an independent
financial advisor to give opinion in regards to reasonableness of entering into
the transaction and appropriateness of the price and conditions of entering
into the transaction to TMW's shareholders for consideration and approval of the
 transaction.

6.    Detail Concerning Connected Persons
MEI is the major shareholder with holding 23,640,300 shares or 59.25% of TMW's 
paid-up and registered capital as at March 31, 2021.   The connected persons are
TMW's director and TMW's shareholders are  Yamada family with details as
follows :
1).    Mr.Hiroshi Yamada    is managing director of TMW, holding 3,506,000 shares in 
TMW (as at March 31, 2021) or 8.79% of paid-up and registered capital and is
director in  MEI-HD, holding in  MEI-HD 49,550 shares (as at April 1, 2020) or
16.52% of  MEI-HD's paid-up and registered capital.  In addition, he is also a
director of MEI and the authorized director of TMW, MEI and MEI-HD.
2).    Mr.Hiroto Yamada    holding 1,075,000 shares in TMW (as at March 31, 2021) or 
2.69% of paid-up and registered capital and holding in MEI-HD 26,190 shares (as
at April 1, 2020) or 8.73% of  MEI-HD's paid-up and registered capital.
3).    Ms.Haruka Yamada    holding 60,000 shares in TMW (as at March 31, 2021) or 
0.15% of paid-up and registered capital and holding in MEI-HD 19,420 shares (as
at April 1, 2020) or 6.47% of  MEI-HD's paid-up and registered capital.
4).    Mrs.Haruka Yamada    No  shareholding  in TMW ; holding shares in MEI-HD 42,380
shares (as at April 1, 2020) or 14.13% of MEI-HD's issued and fully paid-up and
 registered capital.    In addition, she is also a director of MEI.

Yamada family holds total 4,641,000 shares or 11.63 % of TMW's issued and fully 
paid-up and registered capital and holds  total  137,540 shares  or 45.85% of
MEI-HD's fully paid-up and registered capital.
Currently, the company has a director who sits   in the director position who 
has the same surname as the Yamada family :  Mr. Naoki Yamada, who was appointed
as the Company's director at the 2019 AGM on July 26, 2019.   At that meeting,
Hiroshi Yamada clarified that Naoki Yamada had no relationship with the Yamada
family, he was just a person with the same surname and did not hold the shares
of the Company in any way. The said director is also a director of MEI, which is
also considered a connected person.Shiyamada clarified at the meeting that
Naoki Yamada was not related to the Yamada family, he was just a person with the
same surname and does not hold shares of the Company in any way. The said
director is also a director of MEI, who is considered a connected person.

7.    Board's Opinion
TMW's entering the transaction will be very beneficial for business operations 
that  require  assistance and factors including marketing, technology, product
quality development and skillful personnel from Japan to promote product
satisfaction  for  customers which will encourage the core business; and
considering the remuneration rate 3% of projected sales of magnesium products
for five-year term by the contract, amounting to 162.42 million baht , obliged
to pay to MEI according to the contract , is  appropriate  when compared with
the existing rate in the same industry.

8.    Audit Committee' s Opinion
There are no different opinions from the company Board.
    
    
    sign
    (Mr.Tetsuji  Takeguchi)
    (Company  Secretary)
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer 
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only.  The Stock Exchange of Thailand has   no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases.  In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.