News Detail

19 May 2022 18:01:00
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 (Revised)
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                Schedule of Shareholders' meeting

Subject                                  : Schedule of Extra-General Meeting of 
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
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 
Date of Board resolution                 : 17-May-2022
Number of additional common shares       : 423,000,000
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
    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
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