17 May 2022 22:26:00
The Resolutions of Board of Directors Meeting No. 4/2022 regarding the investment in SGMP Co.,Ltd., increasing registered capital, the allocation of newly issued shares by PP, and schedule for the EGM of Shareholders No.1/2022
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 17-May-2022 Shareholder's meeting date : 30-Jun-2022 Beginning time of meeting (h:mm) : 09 : 00 Record date for the right to attend the : 06-Jun-2022 meeting Ex-meeting date : 02-Jun-2022 Significant agenda item : - Capital increase - Acquisition and disposition of assets - Connected transaction Venue of the meeting : at Ballroom Meeting Room, Bangpoo Golf & Sport Club, No.191, Moo 3, Sukhumvit Road, Phraeksa Mai Sub-District, Mueang Samut Prakan District, Samut Prakan 10280 ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 17-May-2022 Number of additional common shares : 423,000,000 (shares) Total of additional shares (shares) : 423,000,000 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Gold Dynamic Holding Company Limited Number of allotted shares (shares) : 423,000,000 % of Paid Up Capital after capital : 17.35 increase Subscription price (baht per share) : 0.59 Subscription period : From 30-Jun-2022 to 30-Sep-2022 Total shares allocated to Private : 423,000,000 Placement (Shares) ______________________________________________________________________ Connected transaction Mr. Ho-Chih Huang, a chief executive officer and director of the Company, holds the shares in the Seller of SGMP Shares in the proportion of 100% of total shares in the Seller of SGMP Shares. The aforementioned connected transaction is an asset transaction with a value of 99.4% of the Company's net tangible assets calculated from the reviewed quarterly financial statements of the Company as of March 31, 2022. The Company has not entered into any connected transaction or related persons and close relatives of such persons in the past 6 months. ______________________________________________________________________ Acquisition or disposition of assets Upon the reviewing of the transaction size by various approaches under the Notifications on Acquisition and Disposition of Assets, the maximum value of the transaction is equal to 75 percent according to total value of consideration method calculated from the reviewed quarterly financial statements of the Company ended March 31, 2022. The Company has not entered into the acquisition of asset transaction in the past 6 months, which has not approved by the shareholders meeting. Therefore, such transaction is therefore classified as a "Class 1 Transaction" under the Notifications on Acquisition and Disposition of Assets, i.e. transaction, which has a transaction value equal to 50% or higher but lower 100%. The Company is, therefore, obliged to prepare a report and disclose the information in respect of the entry into the transaction to the SET immediately, whereby there must be an information memorandum comprising at least as many details as required in List (1) of the Notifications on Acquisition and Disposition of Assets, and convene the Shareholders' Meeting to approve the entering into the transaction ______________________________________________________________________ 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.