Date/Time 20 ม.ค. 2569 08:39:00

Headline

Notification of the cancellation of the Extraordinary General Meeting of Shareholders No.1/2026, 23 January 2026. (Template added)

Symbol EMPIRE
Source EMPIRE
Schedule of Shareholders' meeting Status : Canceled Reason : According to the Origin Global Empire Public Company Limited (the "Company") appointed the independent financial advisor to provide an opinion to shareholders regarding the issuance and offering of newly issued ordinary shares through Private Placement in cases of significant transaction, and the transaction of the acquisition of assets related to the share purchase transaction for ordinary shares of Namsap Laboratories Trading Co., Ltd., and postpone the Extraordinary General Meeting of Shareholders No. 2/2025 from the original schedule of 15 December 2025 to be the Extraordinary General Meeting of Shareholders No. 1/2026 dated 23 January 2026, the details appeared on the Letter of the Company as reference. The Company would like to inform the progress of the Acquisition of Assets related to the Share Purchase Transaction for Ordinary Shares of Namsap Laboratories Trading Co., Ltd. that the independent financial advisor has completed the preparation of its report. The report of the independent financial advisor has identified the potential risk that conflicts of interest may arise in the future for the Namsap Laboratories Trading Co., Ltd. Although the Company has already prepared the measures to prevent conflicts of interest in the future, the regulatory authorities are of the view that the conflict of interest prevention measures prepared by the Company are still insufficient. The Company requires additional time to consider appropriate additional measures for the prevention of such conflicts of interest, and such consideration must be undertaken through consultation and discussion with the relevant regulatory authorities in order to obtain a final resolution. Thereafter, the Company must seek the necessary internal approvals in accordance with its internal procedures and request the Independent Financial Advisor to supplement its report with additional details of the finalized measures for the prevention of such conflicts of interest. The Company will also disclose such information to shareholders in advance. These processes will require a considerable amount of additional time and therefore cannot be completed in time for the Extraordinary General Meeting of Shareholders scheduled to be held on 23 January 2026. Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 28-Nov-2025 Shareholder's meeting date : 23-Jan-2026 Beginning time of meeting (hh:mm) : 13 : 00 Record date for the right to attend the : 24-Nov-2025 meeting Ex-meeting date : 21-Nov-2025 Significant agenda item : - Capital increase - Acquisition and disposition of assets Type of meeting : Physical meeting Venue of the meeting : via electronic media Agenda Item : 1 Agenda Detail : Consideration of approval of the minutes of the Extraordinary General Meeting of Shareholders No. 1/2025 Type : To Consider and approve Board's Resolution : appropriate to propose to the Extraordinary General Meeting of Shareholders No. 2/2025 for consideration and approval of the minutes of the Extraordinary General Meeting of Shareholders No. 1/2025. Agenda Item : 2 Agenda Detail : Consider and approve the acquisition of common shares of Namsap Laboratories Trading Co., Ltd. by means of entire business transfer (EBT) and share trading, which is the purchase or acceptance of the transfer of the business of another company to the Company, in accordance with Section 107 of the Public Limited Companies Act B.E. 2535 (including any amendments). Type : To Consider and approve Board's Resolution : appropriate to propose to the Extraordinary General Meeting of Shareholders for consideration and approval of the purchase of common shares of Namsap Laboratories Trading Co., Ltd. by means of an Entire Business Transfer (EBT) and a share trading method, which is the purchase or acceptance of the transfer of the business of another company to the Company, in accordance with Section 107 of the Public Limited Companies Act B.E. 2535 (including any amendments). Agenda Item : 3 Agenda Detail : Consider and approve the increase of the Company's registered capital by 147,750,000 baht from the existing registered capital of 363,750,000 baht to the new registered capital of 511,500,000 baht by issuing (a) 150,000,000 new ordinary shares with a par value of 0.50 baht per share for a private placement and (b) 145,500,000 new ordinary shares with a par value of 0.50 baht per share under a general mandate for offering to existing shareholders (Right Offering). Type : To Consider and approve Board's Resolution : appropriate to propose to the Extraordinary General Meeting of Shareholders No. 2/2025 to consider and approve the increase of the Company's registered capital by 147,750,000 baht from the existing registered capital of 363,750,000 baht to the new registered capital of 511,500,000 baht by issuing (a) 150,000,000 new ordinary shares with a par value of 0.50 baht per share for a specific offering to a limited number of persons (Private Placement) and (b) 145,500,000 new ordinary shares with a par value of 0.50 baht per share under a general mandate for offering to existing shareholders (Right Offering). More detail : For more information regarding this agenda, please read the Full Detailed News file. Agenda Item : 4 Agenda Detail : Consider and approve the allocation of the Company's additional common shares to (a) support the issuance and offering of additional common shares to a limited number of persons (Private Placement) in the amount of 150,000,000 shares, with a par value of 0.50 baht per share, and (b) support the issuance and offering of additional common shares to existing shareholders in proportion to their shareholding (Rights Offering) under a general mandate in the amount of 145,500,000 shares, with a par value of 0.50 baht per share. Type : To Consider and approve Board's Resolution : appropriate to propose to the Extraordinary General Meeting of Shareholders for consideration and approval of the allocation of additional common shares of the Company to (a) support the issuance and offering of additional common shares to a limited number of persons (Private Placement) in the amount of 150,000,000 shares, with a par value of 0.50 baht per share, and (b) support the issuance and offering of additional common shares to existing shareholders in proportion to their shareholding (Rights Offering) under a general mandate in the amount of 145,500,000 shares, with a par value of 0.50 baht per share. Agenda Item : 5 Agenda Detail : To consider other agenda Type : To Consider and approve ______________________________________________________________________ Acquisition or disposition of assets Consider and approve the acquisition of common shares of Namsap Laboratories Trading Co., Ltd. by means of entire business transfer (EBT) and share trading, which is the purchase or acceptance of the transfer of the business of another company to the Company, in accordance with Section 107 of the Public Limited Companies Act B.E. 2535 (including any amendments). ______________________________________________________________________ Increasing Capital Status : Canceled Reason : As the agendas to be considered at the Extraordinary General Meeting of Shareholders on 23 January 2026 are interconnected with and related to the agenda item concerning the acquisition of assets related to the share purchase transaction for ordinary shares of Namsap Laboratories Trading Co., Ltd., the Company is therefore required to cancel the previously determined record date for shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2026, which was scheduled for 24 November 2025, and to cancel the Extraordinary General Meeting of Shareholders No. 1/2026 accordingly. The opinion of the Board of Directors that the business of Namsap Laboratories Trading Co., Ltd. is a business with strong potential and is suitable for the Company to acquire, in accordance with the details previously disclosed by the Company to the Stock Exchange of Thailand. However, the limitations regarding the measures to prevent conflicts of interest in the future as mentioned above, the Company necessary to postpone the consideration and approval of such transaction. With respect to the agenda item regarding the capital increase and the allocation of newly issued shares to existing shareholders (Rights Offering), in order to prepare cash flow and ensure the Company's readiness to cope with economic conditions, the Board of Directors is of the view that an extraordinary general meeting of shareholders should be convened to approve the implementation of such matters. Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 07-Nov-2025 Number of additional common shares : 150,000,000 (shares) Total of additional shares (shares) : 150,000,000 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : NAMSAP LABORATORIES HOLDING CO., LTD. Number of allotted shares (shares) : 150,000,000 % of Paid Up Capital after capital : 23.62 increase Subscription price (baht per share) : 1.50 Subscription period : From 24-Jan-2026 to 06-Feb-2026 Total shares allocated to Private : 150,000,000 Placement (Shares) ______________________________________________________________________ Increasing Capital Status : Canceled Reason : As the agendas to be considered at the Extraordinary General Meeting of Shareholders on 23 January 2026 are interconnected with and related to the agenda item concerning the acquisition of assets related to the share purchase transaction for ordinary shares of Namsap Laboratories Trading Co., Ltd., the Company is therefore required to cancel the previously determined record date for shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2026, which was scheduled for 24 November 2025, and to cancel the Extraordinary General Meeting of Shareholders No. 1/2026 accordingly. The opinion of the Board of Directors that the business of Namsap Laboratories Trading Co., Ltd. is a business with strong potential and is suitable for the Company to acquire, in accordance with the details previously disclosed by the Company to the Stock Exchange of Thailand. However, the limitations regarding the measures to prevent conflicts of interest in the future as mentioned above, the Company necessary to postpone the consideration and approval of such transaction. With respect to the agenda item regarding the capital increase and the allocation of newly issued shares to existing shareholders (Rights Offering), in order to prepare cash flow and ensure the Company's readiness to cope with economic conditions, the Board of Directors is of the view that an extraordinary general meeting of shareholders should be convened to approve the implementation of such matters. Subject : Issuance of Additional Shares Under a General Mandate Date of Board resolution : 07-Nov-2025 Number of additional common shares : 145,500,000 (shares) Total of additional shares (shares) : 145,500,000 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Number of allotted shares (shares) : 145,500,000 % of Paid-Up capital as of capital : 30.00 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. 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.