TFEX

12 Mar 2025 19:30

Board of Directors resolved, omission of dividend payment, Schedule of AGM 2025.

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Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 12-Mar-2025 Shareholder's meeting date : 21-Apr-2025 Beginning time of meeting (hh:mm) : 13 : 00 Record date for the right to attend the : 27-Mar-2025 meeting Ex-meeting date : 26-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 Venue of the meeting : TK Palace Hotel & Convention, located at 54/7 Chaengwattana Rd., Soi Changwattana15, Thungsonghong, Laksi, Bangkok, 10210, Thailand. Agenda Item : 1 Agenda Detail : To acknowledge the Minutes of the 2023 Extra General Meeting of Shareholders Meeting held on October 28, 2024. Type : To acknowledge Board's Resolution : The shareholders should acknowledge the minutes of the 2024 Annual General Meeting of Shareholder. Agenda Item : 2 Agenda Detail : To acknowledge the Company's annual operating results for the year 2024 Type : To acknowledge Board's Resolution : The shareholders should acknowledge the report of the Company's operating results for 2024. Agenda Item : 3 Agenda Detail : To consider and approve the audited Statement of financial Position and Statement of Comprehensive Income for the year ended 31 December 2024 and the auditor's report. Type : To Consider and approve Board's Resolution : The Board concurs recommendation that the Statements of Financial Position and the Statements of Comprehensive Income, which is the report on the financial activities occurred in the Year ended 31 December 2024, and has been audited by the Auditor. Agenda Item : 4 Agenda Detail : To consider and approve omission of allocation of net profit to the legal reserve and omission of the dividend payment for the year 2024. Type : To Consider and approve Board's Resolution : The Board approved omission of allocation of net profit to the legal reserve and omission of the dividend payment for the year 2024. Agenda Item : 5 Agenda Detail : To consider and approve the appointment of the 2 directors replacing those retired by rotation from the company returned to being a director for another term. Type : To consider and approve the appointment of directors Board's Resolution : The Board approved the appointment of Directors: 1) Mr. Pupaa Taechanarong and 2) Pol.lt.gen. Saridchai Anakevieng returned to being a director for another term. Agenda Item : 6 Agenda Detail : The Board approved the directors' remuneration for the year 2025 at a rate equal to the remuneration of the previous year as proposed by the Nomination and Remuneration Committee. Type : To Consider and approve Board's Resolution : The Board approved the directors' remuneration for the year 2025. Agenda Item : 7 Agenda Detail : To consider and approve the appointment of auditors for year 2025 and their remuneration. Type : To Consider and approve Board's Resolution : The Board's opinion: The Board approve the appointment of 1) Mr. Preecha Suan C.P.A. Registration No. 6718, 2) Ms. Yupin Chumchai, C.P.A. Registration No. 8622, 3) Mr. Somchat Kalasuk, C.P.A. Registration No. 9669, 4) Mr. Apichat Boonkeat, C.P.A. Registration No. 4963, 5) Ms. Phitinan Phatrakritdet, C.P.A. Registration No. 10467 from A&A Office Company Limited or a person assigned by A&A Office Company Limited to be the company's auditor for the year 2025 with the auditing fee of Solartron Public Company Limited and its subsidiaries set at a total of 2,480,000 baht , and auditor's financial report for BOI is 40,000 baht/report. Agenda Item : 8 Agenda Detail : To consider and approve the increase of registered capital of the Company under a General Mandate. The Company shall issue the new ordinary shares at the amount of 653,560,000 shares at par value of Baht 1 per share total value 653,560,000 baht for existing shareholders according to their shareholding by not allocating to shareholders that will make the Company have duties under the relevant foreign law (Preferential Public Offering: PPO) or Public Offering or Private Placement. Type : To Consider and approve Board's Resolution : The Board approved the increase of registered capital of the Company under a General Mandate. The Company shall issue the new ordinary shares at the amount of 653,560,000 shares at par value of Baht 1 per share total value 653,560,000 baht for existing shareholders according to their shareholding by not allocating to shareholders that will make the Company have duties under the relevant foreign law (Preferential Public Offering: PPO) or Public Offering or Private Placement. Agenda Item : 9 Agenda Detail : Approve the increase of the Company's registered capital from Baht 1,307,120,744 to Baht 1,960,680,744 by issuing new ordinary shares in total 653,560,000 shares at a par value of Baht 1 per share in order to support the increase of registered capital under a General Mandate and also to consider and approve an amendment to Clause 4 of the Company's Memorandum of Association to be in line with the increase of the Company's registered capital. Type : To Consider and approve Board's Resolution : The Board approved the increase of the Company's registered capital from Baht 1,307,120,744 to Baht 1,960,680,744 by issuing new ordinary shares in total 653,560,000 shares at a par value of Baht 1 per share in order to support the increase of registered capital under a General Mandate and also to consider and approve an amendment to Clause 4 of the Company's Memorandum of Association to be in line with the increase of the Company's registered capital. Agenda Item : 10 Agenda Detail : Other business (If any) Type : To Consider and approve Board's Resolution : Other business (If any) ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 12-Mar-2025 Omitted dividend payment from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. PUPAA TAECHANARONG Position in company (1) : DIRECTOR Effective Date (1) : 23-Nov-2021 Position in company (2) : Nomination and Remuneration Committee ______________________________________________________________________ Change of director/Executive Re-election Director Name : Pol.Lt.Gen. SARIDCHAI ANAKEVIENG Position in company (1) : INDEPENDENT DIRECTOR Effective Date (1) : 21-Mar-2022 Position in company (2) : AUDIT COMMITTEE Effective Date (2) : 21-Mar-2022 Position in company (3) : Chairman of the Nomination and Remuneration Committee ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MR. PREECHA SUAN CPA License No. : 6718 Accounting and Audit firm : A&A OFFICE COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MISS YUPHIN CHUMJAI CPA License No. : 8622 Accounting and Audit firm : A&A OFFICE COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : Mr. SOMCHAT KALSUK CPA License No. : 9669 Accounting and Audit firm : A&A OFFICE COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 4 Auditor Name : Mr. APICHAT BOONKERD CPA License No. : 4963 Accounting and Audit firm : A&A OFFICE COMPANY LIMITED Audit End Date : 31-Dec-2025 No : 5 Auditor Name : MS. PITINUN PATTARAKLITIDEJ CPA License No. : 10467 Accounting and Audit firm : A&A OFFICE COMPANY LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Increasing Capital Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 12-Mar-2025 Number of additional common shares : 653,560,000 (shares) Total of additional shares (shares) : 653,560,000 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : Common shares' shareholders via Preferential Public Offering (PPO) Number of allotted shares (shares) : 261,424,000 % of Paid-Up capital as of capital : 20.00 increase BOD resolution date Allocated to : Private placement (PP) Number of allotted shares (shares) : 130,712,000 % of Paid-Up capital as of capital : 10.00 increase BOD resolution date Total shares allocated to Private : 130,712,000 Placement (Shares) Allocated to : Public offering (PO) Number of allotted shares (shares) : 261,424,000 % of Paid-Up capital as of capital : 20.00 increase BOD resolution date ______________________________________________________________________ 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. 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