25 Feb 2025 20:28
The resolutions of the BOD2/2025 regarding the date of the AGM 2025,no dividend payment,reduction of the Company registered capital Capital Increase by General Mandate,Appointment of directors-CEO&MD,Cancellation of convertible bonds(edit template)
Product ETC Source ETC
Full Detailed News
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 25-Feb-2025 Shareholder's meeting date : 28-Apr-2025 Beginning time of meeting (hh:mm) : 14 : 00 Record date for the right to attend the : 12-Mar-2025 meeting Ex-meeting date : 11-Mar-2025 Significant agenda item : - Omitted dividend payment - Capital increase - Changing / renewal of the term of the director(s) - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital increase - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital reduction Venue of the meeting : The meeting room of Earth Tech Environment Public Company Limited Agenda Item : 1 Agenda Detail : Chairman of the Board's announcements for the acknowledgement of the meeting. Type : To acknowledge Agenda Item : 2 Agenda Detail : To adopt the reports of board of directors and operating results for the year ended 31 December 2024 Type : To Consider and approve Agenda Item : 3 Agenda Detail : To consider and acknowledge of the immaterial change of specifying the period for using the Initial Public Offering (IPO) proceeds Type : To acknowledge Board's Resolution : To consider and acknowledge of the immaterial change of specifying the period for using the Initial Public Offering (IPO) proceeds Agenda Item : 4 Agenda Detail : To consider and approve the statements of financial position and statements of comprehensive income of the Company for accounting ended period of December 31, 2024 Type : To Consider and approve Board's Resolution : Approved to propose to the 2025 Annual General Meeting of Shareholdersto consider and approve the Statement of Financial Position and the Statement of Comprehensive Income for the accounting period ended 31 December 2024 which has been approved by the Audit Committee and audited by the Certified Public Accountant. Agenda Item : 5 Agenda Detail : To consider and approve non- allocation of net profit as legal reserves and no dividend payments for the Company's performance for the year 2024 Type : To Consider and approve Board's Resolution : To consider and approve non-allocation of net profit as legal reserves and no dividend payment as of the Company's performance in the year 2024. Agenda Item : 6 Agenda Detail : To consider and approve the appointment of directors in replacement of those who must retire by rotation Type : To consider and approve the appointment of directors Board's Resolution : Apporved the appointment of Mr. Pralong Damrongthai as the Director in replacement of Dr.Pallapa Ruangrong who resigned from the said position, The office term shall be equal To the remaining office term of Dr.Pallapa Ruangrong. to consider and approve the reappointment of directors who retired to serve as directors for another term, which has been considered by the Nomination and Remuneration Subcommittee. In 2025, there are three directors who will retire: 1. Mr.Borwornsit Sornsilp Director / Independent Director 2. Mr.Suthat Boonyaudomsart Director 3. Mr. Pralong Damrongthai Director Agenda Item : 7 Agenda Detail : To consider and approve determination of directors' remuneration for the year 2025 Type : To Consider and approve Board's Resolution : To consider and approve the determination of directors' remuneration and the Audit Committee for the year 2025 totaling not more than 2,000,000 Baht (two million Baht only). The details are summarized as follows: Chairman of the Board of Directors amount 20,000 Baht per time Director amount 10,000 Baht per person per time Chairman of the Audit Committee amount 20,000 Baht per time Audit Committee amount 10,000 Baht per person per time Agenda Item : 8 Agenda Detail : To consider and approve the omission of bonus payments for directors for the year 2024 Type : To Consider and approve Board's Resolution : To consider and approve the omission of bonus payments for directors for the year 2024. Agenda Item : 9 Agenda Detail : To consider and approve appointment of the Company's auditors and the audit fee for the year 2025 Type : To Consider and approve Board's Resolution : To consider and approve the appointment of auditors and audit fee for the year 2025, which already has been approved by the Audit Committee Agenda Item : 10 Agenda Detail : To consider and approve cancellation of the resolution of the 2024 Annual General Meeting of Shareholders, which was considered and approved on 30 April 2024 for agenda 10, agenda 11 and agenda 12 Type : To Consider and approve Board's Resolution : As the Annual General Meeting of Shareholders for 2024 on 30 April 2024,The Meeting has been resolved to approve an increase in the Company's registered capital by a total of 250,000,000.00 baht to support the issuance of convertible bonds. However the Company has not issued convertible debentures, registered capital increase, or made any such allocation. Therefore, the Company intends to cancel the resolutions in Agenda Items 10, 11 and 12 of the 2024 Annual General Meeting which have already been voted to proceed with the capital increase. Agenda Item : 11 Agenda Detail : To consider and approve of the reduction of the Company's registered capital from 1,230,000,000 Baht to 1,120,000,000 Baht by canceling 220,000,000 unallocated registered shares from offering new ordinary shares of the Company (General Mandate), to be offered to individualsor a limited group of persons (Private Placement) of 220,000,000 shares with a par value of 0.50 baht per share, total value of 110,000,000 baht and approve amendment of the Memorandum of Association, Clause 4, in accordance to the capital increase. Type : To Consider and approve Board's Resolution : Agreed to propose to the 2025 Annual General Meeting of Shareholders to consider and approve of the reduction of the Company's registered capital from 1,230,000,000 Baht to 1,120,000,000 Baht by canceling 220,000,000 unallocated registered shares from offering new ordinary shares of the Company (General Mandate), to be offered to individualsor a limited group of persons (Private Placement) of 220,000,000 shares with a par value of 0.50 baht per share, total value of 110,000,000 baht and approve amendment of the Memorandum of Association, Clause 4, in accordance to the capital increase. Agenda Item : 12 Agenda Detail : Approved to propose to the 2025 Annual General Meetingto consider and approve the issuance and offering new ordinary shares of the Company (General Mandate), not more than 220,000,000 shares, par value of 0.50 baht per share, total value of 110,000,000.00 baht, to be offered to individualsor a limited group of persons (Private Placement). The details are in the capital increase report form in Attachment (F53-4) Type : To Consider and approve Board's Resolution : Expansion of capital base for the Company and/or its subsidiaries, and/or as support for future expansion in business of the Company and/or its subsidiaries. Agenda Item : 13 Agenda Detail : To consider and approve to increase the Company's registered capital from the original 1,120,000,000 baht to 1,230,000,000 baht by issuing new ordinary shares of not more than 220,000,000 shares with par value of 0.50 baht per share, total value of 110,000,000.00 baht to support the issuance and offering of newly issued ordinary shares (General Mandate), not exceeding 220,000,000 shares and approve the amendment in the Memorandum of Association, Clause 4, to be inconsistent with the capital increase. Type : To Consider and approve Board's Resolution : 1. The capital increase to support the offering through private placement 2. The objectives of capital increase are as followed; (1) Utilize on the future business expansion of the Company and/or subsidiaries. (2) Utilize on working capital for the Company and/or subsidiaries for the remaining amount Agenda Item : 14 Agenda Detail : To consider and approve the allocation of 220,000,000 newly issued ordinary shares at a par value of 0.50 baht per share to support the issuance and offering of ordinary shares Increase capital by a general mandate to be offered for sale to the private placement investor(s). Type : To Consider and approve Board's Resolution : To consider and approve on the allocation of new shares of 220,000,000 shares, at par value of Baht 0.50 per share (9.82% of paid-up capital of the Company at the date of Board of Directors had resolution to propose the agenda of capital increase (General Mandate) to the shareholders' meeting of the Company), to support capital increase by General Mandate to be offered through private placement investor(s). ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 25-Feb-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. SUTHAT BOONYAUDOMSART Position in company (1) : DIRECTOR Effective Date (1) : 03-Sep-2015 ______________________________________________________________________ Change of director/Executive New election Director Name : MR. Pralong Damrongthai Position in company (1) : Director Effective Date (1) : 25-Feb-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. BORWORNSIT SORNSILP Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 04-Nov-2016 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Mr. KOMIN LINPHRACHAYA CPA License No. : 3675 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MR. JADESADA HUNGSAPRUEK CPA License No. : 3759 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Mr. SUPOJ MAHANTACHAISAKUL CPA License No. : 12794 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 4 Auditor Name : Ms. KANWARAT SAKSRIBORWORN CPA License No. : 13273 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 5 Auditor Name : MISS KANNIKA WIPANURAT CPA License No. : 7305 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 6 Auditor Name : MR. JIROTE SIRIROROTE CPA License No. : 5113 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 7 Auditor Name : Mr. WORAPOL WIRIYAKULAPONG CPA License No. : 11181 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 8 Auditor Name : MR. POJANA ASAWASONTICHAI CPA License No. : 4891 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 9 Auditor Name : Mr. WICHIAN PROONGPANISH CPA License No. : 5851 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 10 Auditor Name : Ms. KOJCHAMON SUNHUAN CPA License No. : 11536 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 11 Auditor Name : Ms. BONGKOTRAT SUAMSIRI CPA License No. : 13512 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 12 Auditor Name : Mr. THANATHIT RAKSATHIANRAPHAP CPA License No. : 13646 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Increasing Capital Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 25-Feb-2025 Number of additional common shares : 220,000,000 (shares) Total of additional shares (shares) : 220,000,000 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Number of allotted shares (shares) : 220,000,000 % of Paid-Up capital as of capital : 9.82 increase BOD resolution date Total shares allocated to Private : 220,000,000 Placement (Shares) ______________________________________________________________________ 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. If you would like to see the full details of this information, please click view "full details" in attached file.