04/28/2022 | Press release | Distributed by Public on 04/28/2022 06:01
Shareholders meeting's resolution Subject : Shareholders meeting's resolution Shareholder's meeting date : 28-Apr-2022 Meeting's resolution : Accordingly approved with board's resolution Remark : -Translation- ELCIDACAP010/2022 28 April 2022 Subject : Resolution of the 2022 Annual General Meeting of Shareholders To : President The Stock Exchange of Thailand Asia Capital Group Public Company Limited ("the Company") convened the 2022 Annual General Meeting of Shareholders held on Thursday 28 April 2022 at 9.00 a.m. at Jazzotel Hotel, Orchestra Ballroom, 2nd Floor, located at 514 Soi Ramkhamhaeng 39 (Thepleela 1) Prachautit Road, Wangthonglang Subdistrict, Wangthonglang District, Bangkok 10310. At the beginning of the meeting, the meeting has all attendees of 30 persons (Shareholders in person 3 persons and Proxies 27 persons), equivalent to 161,316,184 shares or 50.98% of total paid-up capital 316,411,160 shares, constituting a quorum in accordance with the Company's Article of Association. The resolutions of each agenda were as follows: 1. Adopted the Minutes of the 2021 Annual General Meeting of Shareholders held on Monday 26 April 2021. The Meeting unanimously resolved to approve with a major vote of the shareholders who attended the Meeting and casted their votes as follows: Approved 165,586,184 votes equal to 100.00 Percent Disapproved 0 votes equal to 0.00 Percent Abstained 0 votes equal to 0.00 Percent Invalid Votes 0 votes equal to 0.00 Percent Total of Attendees in the Meeting (persons): 32 2. Acknowledged the Company's performance report for the year 2021. (This agenda is for acknowledgement. There was no requirement for resolution.) 3. Acknowledged the auditor's report and approved the financial statements of the Company for the year ended 31 December 2021, which has been audited and certified by the auditor of ANS Audit Co.,Ltd, and has been approved by the Audit Committee. The Meeting unanimously resolved to approve with a major vote of the shareholders who attended the Meeting and casted their votes as follows: Approved 165,586,184 votes equal to 100.00 Percent Disapproved 0 votes equal to 0.00 Percent Abstained 0 votes equal to 0.00 Percent Invalid Votes 0 votes equal to 0.00 Percent Total of Attendees in the Meeting (persons): 32 4. Approved the allocation of retained earnings and no dividend payment for the Company's 2021 performance because of the net loss from business operation The Meeting unanimously resolved to approve with a major vote of the shareholders who attended the Meeting and casted their votes as follows: Approved 165,586,184 votes equal to 100.00 Percent Disapproved 0 votes equal to 0.00 Percent Abstained 0 votes equal to 0.00 Percent Invalid Votes 0 votes equal to 0.00 Percent Total of Attendees in the Meeting (persons): 32 5. Approved to set the directors' remuneration for the year 2022 as follows: 5.1) Chairman of the Board shall receive a meeting allowance of 20,000 baht per attendance of the Board of Directors' Meeting and Directors of the Company shall receive a meeting allowance of 15,000 baht per attendance of the Board of Directors' Meeting. 5.2) Chairman of Audit Committees and Audit Committees shall receive a meeting allowance of 15,000 baht per attendance of the Audit Committees' Meeting. 5.3) Meeting allowance for the year 2022 specified in Clause 5.1 and 5.2 shall not exceed 1,700,000 baht in total. 5.4) The Company shall pay special remuneration to all members of the Board of Directors in the amount not more than 3,000,000 baht. The special remuneration will be paid in addition to remuneration specified in Clause 5.1 and 5.2 with no other benefits. The payment shall be made after the Company's consolidated financial statements for the year 2022 has been approved by the 2023 Annual General Meeting for the Shareholders. The Meeting unanimously resolved to approve with the affirmative votes of not less than two-thirds of the votes of the shareholders who attended the Meeting and had the right to vote as follows: Approved 165,586,184 votes equal to 100.00 Percent Disapproved 0 votes equal to 0.00 Percent Abstained 0 votes equal to 0.00 Percent Invalid Votes 0 votes equal to 0.00 Percent Total of Attendees in the Meeting (persons): 32 6. Approved to appoint Sam Nak-Ngan A.M.C. Co.,Ltd., as the Company's Auditor. Sam Nak-Ngan A.M.C. Co.,Ltd. has appointed the statutory auditors as follows: 1) Mr.Ampol Chamnongwat Certified Public Accountant No. 4663 or 2) Ms.Praphasri Leelasupha Certified Public Accountant No. 9445 or 3) Mr.Naris Saowalagsakul Certified Public Accountant No. 4054 or 4) Ms.Gunyanun Punyaviwat Certified Public Accountant No. 3495 or Be appointed as the Company's auditors, any one of them being authorized to conduct the audit and express an opinion on the Finanacial Statements. In the absence of the above-named auditors, Sam Nak-Ngan A.M.C. is authorized to identify one other Certified Public Accountant within Sam Nak-Ngan A.M.C. Co.,Ltd. to carry out the work. By determining the audit fee for the year 2022 will be in total of 1,800,000 baht. The Meeting unanimously resolved to approve with a major vote of the shareholders who attended the Meeting and casted their votes as follows: Approved 165,586,184 votes equal to 100.00 Percent Disapproved 0 votes equal to 0.00 Percent Abstained 0 votes equal to 0.00 Percent Invalid Votes 0 votes equal to 0.00 Percent Total of Attendees in the Meeting (persons): 32 7. Approved the re-election of 3 directors, who are dued to retire by rotation for the year 2020 as follows: 1) Mr. Boonrat Winyukanon : Chairman of the Board 2) Mr. Phaitoon Aroonpunt : Independent Director/ Audit Committee 3) Mr. Wises Nuitoom : Director All 3 directors have been approved to resume their positions as the directors of the Company for another session. The vote for re-election of directors, who are dued to retire by rotation as this agenda, the Meeting set the resolution as individual vote as follows: 7.1) Mr. Boonrat Winyukanon The Meeting unanimously resolved to approve with a major vote of the shareholders who attended the Meeting and casted their votes as follows: Approved 165,586,184 votes equal to 100.00 Percent Disapproved 0 votes equal to 0.00 Percent Abstained 0 votes equal to 0.00 Percent Invalid Votes 0 votes equal to 0.00 Percent Total of Attendees in the Meeting (persons): 32 7.2) Mr. Phaitoon Aroonpunt The Meeting unanimously resolved to approve with a major vote of the shareholders who attended the Meeting and casted their votes as follows: Approved 165,586,184 votes equal to 100.00 Percent Disapproved 0 votes equal to 0.00 Percent Abstained 0 votes equal to 0.00 Percent Invalid Votes 0 votes equal to 0.00 Percent Total of Attendees in the Meeting (persons): 32 7.3) Mr. Wises Nuitoom The Meeting unanimously resolved to approve with a major vote of the shareholders who attended the Meeting and casted their votes as follows: Approved 165,586,184 votes equal to 100.00 Percent Disapproved 0 votes equal to 0.00 Percent Abstained 0 votes equal to 0.00 Percent Invalid Votes 0 votes equal to 0.00 Percent Total of Attendees in the Meeting (persons): 32 8. Other Matters --- None --- Please be informed accordingly. Yours Sincerely, Asia Capital Group Public Company Limited ............................................................... (Mr. Anuchai Vitnalakorn) Acting Chief Executive Officer Authorized to sign on behalf of the Company Corporate Secretarial: 02-793-3977 ______________________________________________________________________ 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. 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