ข่าวสารการลงทุน

Schedule of Shareholders' meeting

Subject                                  : Schedule of Annual General Meeting of
 Shareholders
Date of Board resolution                 : 24-Feb-2023
Shareholder's meeting date               : 18-Apr-2023
Beginning time of meeting (h:mm)         : 10 : 00
Record date for the right to attend the  : 16-Mar-2023
meeting
Ex-meeting date                          : 15-Mar-2023
Significant agenda item                  :
  - Cash dividend payment
Venue of the meeting                     : Meeting Room - MR211, 2nd floor of 
Bangkok Internation Trade & Exhibition Centre (BITEC) located at No. 88
Bangna-Trad Road, Km.1, Bangna District, Bangkok Metropolis
Remark                                   :
2. To fix the date of the Annual General Meeting of Shareholders No. 63 (2023) 
on 18 April 2023 at Room MR211, 2nd Floor of Bangkok International Trade &
Exhibition Centre (BITEC) located at No. 88 Bangna-Trad Road, Km. 1, Bangna
District, Bangkok Metropolis, Thailand and to fix the record date the rights fo
shareholders to attend the Annual General Meeting of Shareholder No. 63 on 16
March 2023.
3. To propose the agenda for the Annual General Meeting of Shareholders No. 63 
for consideration as follows:
Agenda 1 To consider and approve the Minutes of the Annual General Meeting of 
Shareholder No. 62
Board of Directors opinion: Board of Directors was of the opinion that the 
Minutes of Annual General Meeting of Shareholders No. 62 has been stated
correctly and completely and should be proposed to the shareholders' meeting for
 consideration and approval.
Agenda 2 To acknowledge the Company's Annual Report and Operation Results in the
 fiscal year 2022
Board of Directors opinion: Board of Directors was of the opinion that the 
Annual Report and Operation Result should be proposed to the shareholders'
meeting to acknowledge the Company's 2022 performances and financial status for
the year ended 31 December 2022.
Agenda 3 To consider and approve the Company's Financial Statements: Statement 
of Financial Position and Statement of Comprehensive Income for the year ended
31 December 2022
Board of Directors opinion: Board of Directors was of the opinion that the 
Company has a satisfactory level of control and that the Company's financial
reports are reasonably accurate and fairly reflect the Company's financial
position as of 31 December 2022.  It was resolved to propose to the
shareholders' meeting to approve the financial statements for year ended 31
December 2022.
Agenda 4 To consider and approve the allocation of profits derived from 
operating results for the year 2022 and dividend payment
Board of Directors opinion: Board of Directors was of the opinion that the 
Company has enough profit to pay the dividend and that the proposed dividend is
appropriate for its remaining strong capital funds to accommodate continued
growth and business expansion. It was resolved to propose to the shareholders'
meeting to approve the dividend payment as follows:
4.1 The Company will pay dividends in cash at the rate of Baht 10.00 per share. 
The dividend shall be paid as follows:
- Baht 7.67 per share from normal profit
- Baht 2.33 per share from BOI Tax exemption profit portion, therefore, this is 
non-tax credit portion.
4.2 In such dividend payment, the Company will deduct withholding income tax as 
required by law at the rate of 10% of total amount of dividend to be paid.
Thus, the Company shall deduct the withholding tax in an amount of Baht 0.77
with the balance of dividend  paid in cash being Baht 9.23 per share and the
total amount of dividend payment will be equivalent to Baht 431,999,860.
Furthermore, the Board of Directors resolved to propose the shareholders' 
meeting to consider the Record Date for the right of shareholders to receive the
 dividend on 2nd May 2023 and the dividend payment shall be made on 15 May 2023.
Moreover, shareholders who are natural persons can credit personal income tax of
dividend received from the Company according to the Revenue Code, Section 47
Bis.  Only for the dividend payment distributed from the profit which the
Company paid 20% for corporate income tax. Therefore, the income tax credit for
this dividend is equal to the number of dividends multiplied  by 20/80.
Agenda 5 To consider and approve the appointment of new directors to replace 
those who retire by rotation
The retired directors are namely as follows:
1. Mr. Somchai Aungsananta
2. Mr. Maksimiljan Pristovsek
3. Mrs. Emporn Pamornbutr; and
4. Mr. Krit Indhewat
Board of Directors opinion: since there is no Nomination Committee at this 
moment, the criteria and process for nominating the four new directors will be
done by the Board of Directors' resolution.  Board of Directors (excluding
directors with interests)  It is agreed that the two directors, Mr. Somchai
Aungsananta and Mr. Maksimiljan Pristovsek, have performed their duties with
dedication and prudence, have always advised the company and its shareholder,
and have passed the careful consideration of the Board of Directors as qualified
for the business of the Company including with Mr. Nobuaki Isono and Mr. Naresh
Indhewat, who are nominated by the shareholder in a total of 4 persons.  the
Board of Directors has determined that the person nominated to be an independent
director is qualified in accordance with the laws relating to the requirements
relating to independent directors.  Although the independent directors have
completed their term of office for more than 9 years, the Board of Directors
considers that the experience of the directors is beneficial to the Company's
business and can lead the Company to further prosper.  The candidates have
passed the consideration under the procedures prescribed by the Company and are
qualified in accordance with the relevant rules and are suitable for the
company's business operations and deemed it appropriate to propose to the Annual
General Meeting of Shareholders to elect the four directors to replace 4
retired directors at this term.
Agenda 6 To consider and approve the remunerations for the directors and 
sub-committees in Y2023
Board of Directors opinion:  The process to consider the remuneration of 
directors did not run by the Remuneration Committee, due to no Remuneration
Committee at present.  However, the remuneration of directors was carefully
considered by the Board of Directors' Meeting concurred with the database of
remuneration for directors for the listed companies in the year 2022, which was
prepared by the Thai Institute of Directors in connection with SET to be used as
a reference by listed companies in paying remuneration to their directors and
audit committees, in the section regarding director remuneration for each
business section, and including the consideration on their experience, role, and
scope of duties and responsibilities, as well as, expected benefit from each
director are at the rate of appropriate and par with comparable companies in the
manufacturing industry.  In this regard, the remuneration of the director is
compared to the operating results of the previous year calculated as a
percentage 0.08 which is considered a reasonable compensation rate.  Therefore,
it was resolved to propose to the shareholders' meeting to approve the Director
and Sub-committees remuneration for 2023 as detailed below:
- Chairman of Board of Directors Baht 650,000 per person per annum
- Directors Baht 400,000 per person per annum
- Chairman of Audit Committee Baht 300,000 per person per annum
- Audit Committee Baht 250,000 per person per annum
- Chairman of Risk Management Committee Baht 50,000 per meeting
- Risk Management Committee Baht 30,000 per meeting.
Agenda 7 To consider and approve the appointment of the auditor for the year 
ending 31 December 2023 and to fix their remunerations.
Board of Directors opinion: The Audit Committee compared the qualification and 
the remuneration of the Auditors from 3 audit firms and found that KPMG
Phoomchai Audit Ltd. is suitable to audit the financial statement of the Company
and their remuneration is not too high as compared with others.  Thus, the
Audit Committee considered and agreed to propose the Auditor to the Board of
Directors and the Board of Directors concurred with the recommendation proposed
by the Audit Committees. It was resolved to propose to the shareholders' meeting
to approve the appointment of KPMG Phoomchai Audit Limited to be the Company's
Auditor and their remuneration for the fiscal year 2023, the Board of Directors
will propose all relevant details and amounts of Baht 1,220,000 to this Meeting
for its consideration and approval, respectively.  The Auditor team consists as
follows:
- Mrs.Piyatida Tangdenchai  License No. 11766
[Have been the auditor who sign on the Company's financial statement for three 
years: Y2020-Y2022]
- Mr. Sumate Jangsamsee License No. 9362
[Have been the auditor who sign on the Company's financial statement for three 
years: Y2017-Y2019]
- Mr. Banthit Tangpakorn License No. 8509
[Have been the auditor who sign on the Company's financial statement for three 
years: Y2014-Y2016]
by stipulating that any of the auditors have the authority to audit and express 
an opinion on the company's financial statements.
Besides, it was agreed to propose the Meeting of Shareholders to consider and 
approve the remuneration in services for auditing in the year 2023, at Baht
1,220,000 for annual auditing the Company's financial statement.
There is no relation or conflicts of interest among the proposed auditor, the 
Company, the executives, the major shareholders or others related to those
parties; therefore, they are individuals to audit and express an opinion on the
financial statement as detailed in the information of auditor as attached.
Agenda 8 To consider other business. (If any)
In addition, the Company has scheduled the Record Date to determine the 
shareholders entitled to attend the Annual General Meeting of Shareholders for
2023 on 16 March 2023.
______________________________________________________________________

Dividend payment / Omitted dividend payment

Subject                                  : Cash dividend payment
Date of Board resolution                 : 24-Feb-2023
Type of dividend payment                 : Cash dividend payment
Record date for the right to receive     : 02-May-2023
dividends
Ex-dividend date                         : 28-Apr-2023
Payment for                              : Common shareholders
Cash dividend payment (baht per share)   : 10.00
Derived from profit under non-BOI        : 7.67
privilege (baht per share)
Derived from profit under BOI privilege  : 2.33
(baht per share)
Par value (baht)                         : 10.00
Payment date                             : 15-May-2023
Paid from                                :
    Operating period from 01-Jan-2022 to 31-Dec-2022

Remark                                   :
1.	To  propose to the Annual General Meeting of Shareholders No. 63 (2023) for 
approval the dividend payment details as follows:
1.	The Company will pay dividend in cash at the rate of Baht 10.00 per share.  
The dividend shall be paid as follows:
	- Baht 7.67 per share from normal profit
	- Baht 2.33 per share from BOI Tax exemption profit portion, therefore, this is
 non-tax credit portion.
2. In such dividend payment, the Company will deduct withholding income tax as 
required by law at the rate of 10 % of total amount of dividend to be paid.
Thus, the Company shall deduct the withholding tax in an amount of Baht 0.77
with the balance of dividend paid in cash being Baht 9.23 per share and the
total amount of dividend payment will be equivalent to Baht 431,999,860.
Furthermore, the Board of Directors resolved to propose the shareholders' 
meeting to consider the Record Date for the right of shareholders to receive the
dividend on 2nd May 2023 and the dividend payment shall be made on 15th May
2023.
______________________________________________________________________
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