Date/Time 05 มี.ค. 2569 17:44:00

Headline

Notification of Board Resolutions No. 1/2026: Approval of Registered Capital Increase, Allocation of Shares via Rights Offering to Existing Shareholders, and Scheduling of the 2026 AGM of Shareholders (Revised)

Symbol QTCG
Source QTCG
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 26-Feb-2026 Shareholder's meeting date : 22-Apr-2026 Beginning time of meeting (hh:mm) : 13 : 00 Record date for the right to attend the : 13-Mar-2026 meeting Ex-meeting date : 12-Mar-2026 Significant agenda item : - Omitted dividend payment - Capital increase - Changing / renewal of the term of the director(s) Type of meeting : Electronic meeting Venue of the meeting : Electronic meeting Agenda Item : 1 Agenda Detail : Chairman's Report Type : To acknowledge Board's Resolution : N/A Agenda Item : 2 Agenda Detail : To consider and adopt the minutes of the Annual General Meeting of Shareholders 2025 Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the annual general meeting of shareholders to approve the minutes of the annual general meeting of shareholders for the year 2025 Agenda Item : 3 Agenda Detail : To acknowledge the reports of board of directors and operating results for the year ended 31 December 2025 Type : To acknowledge Board's Resolution : It is deemed appropriate to propose to the annual general meeting of shareholders to acknowledge the report on the operational results of the business group for the year 2025 Agenda Item : 4 Agenda Detail : To consider and approve the financial statements for the year ended 31 December 2025 Type : To Consider and approve Board's Resolution : The Board deemed appropriate to propose to the Annual General Meeting of Shareholders to approve the financial statements for the fiscal year ended December 31, 2025, which were audited by the external auditor and approved by the Audit Committee and the Board of Directors. Agenda Item : 5 Agenda Detail : To consider the allocation/non-allocation of profit as legal reserve and omission of dividend payment for the year 2025 Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the annual general meeting of shareholders to approve the suspension of the allocation of net profits as legal reserves and the suspension of dividend payments for the year 2025, due to the company having accumulated losses 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 : Member of the Board of Director (exclude those with interest on this matter) is deemed to consider and approve the appointment of directors in replacement of those who must retire by rotation Agenda Item : 7 Agenda Detail : To consider and approve the directors' remuneration for 2026 Type : To Consider and approve Board's Resolution : It is deemed to consider and approve the directors' remuneration for 2026 Agenda Item : 8 Agenda Detail : To consider and approve the appointment of auditor and fix his/her remuneration for the year ended 31 December 2026 Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose to the annual general meeting of shareholders to approve the appointment of an auditor from KARIN Audit Company Limited as the auditor for the year 2026 Agenda Item : 9 Agenda Detail : To consider and approve the increase of the company's registered capital and the amendment of Clause 4 of the Company's Memorandum of Association to reflect the increase in registered capital Type : To Consider and approve Board's Resolution : The Board of Directors' meeting resolved to propose to the 2026 Annual General Meeting of Shareholders to consider and approve an increase in the registered capital of the Company at the amount of 1,200,000,000 Baht from the existing registered capital of 300,000,000 Baht to the new registered capital of 1,500,000,000 Baht by issuing newly issued ordinary shares at the amount not exceeding 2,400,000,000 shares, with a par value of 0.50 Baht per share, to accommodate the allocation of newly issued ordinary shares to offer to the existing shareholders in proportion to their shareholding (Right Offering). The details regarding the increase of registered capital of the Company are provided in the Capital Increase Report Form (F53-4). In addition, The Board of Directors' meeting resolved to propose to the 2026 Annual General Meeting of Shareholders to consider and approve the amendment of Clause 4 of the Company's Memorandum of Association to reflect the increase in registered capital, as follows: "Clause 4. Registered Capital 1,500,000,000 Baht (One Billion Five Hundred Million Baht) Divided into 3,000,000,000 Shares (Three Billion Shares) Share value 0.50 Baht (Fifty Satang) Categorized into: Ordinary share 3,000,000,000 Shares (Three Billion Shares) Preferred share: - Share (-)" Including, the Board of Directors' meeting resolved to propose to the 2026 Annual General Meeting of Shareholders to consider and approve the authorization of the Chief Executive Officer and/or the authorized directors of the Company or any persons authorized by the Chief Executive Officer and/or the authorized directors of the Company to determine the conditions and details of the relevant procedures regarding such increase in registered capital and the amendment of the Company's Memorandum of Association; as well as correcting words or text in the minutes of the shareholders' meeting, Memorandum of Association, and/or any applications, and/or any proceeding to comply with the Registrar's instruction in filing for registration of increase in registered capital and amendment of the Memorandum of Association of the Company to the Department of Business Development, Ministry of Commerce. This includes the listing of the newly issued ordinary shares on the Stock Exchange of Thailand and the submission of relevant documents and evidence to the Securities and Exchange Commission, the Stock Exchange of Thailand, the Ministry of Commerce, or other relevant authorities. Agenda Item : 10 Agenda Detail : To consider and approve the allocation of the company's newly issued ordinary shares for offering to existing shareholders in proportion to their shareholding (Right Offering) Type : To Consider and approve Board's Resolution : The Board of Directors deems it appropriate to propose to the Annual General Meeting of Shareholders to approve the increase of the registered capital and the allocation of newly issued ordinary shares to be offered to existing shareholders in proportion to their shareholding (Right Offering), with the following objectives: 1. To be used as working capital and to enhance liquidity for the business operations of the Company and/or its subsidiaries; to support normal operations in the core business, related businesses, as well as the extension and expansion of the businesses of the Company and/or its subsidiaries at present and in the future; and to be used for investment in various projects and as a source of funds for both short-term and long-term investment plans of the Company and/or its subsidiaries. 2. To be used for the repayment of debts of the Company and/or its subsidiaries. ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 26-Feb-2026 Omitted dividend payment from : Operating period from 01-Jan-2025 to 31-Dec-2025 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. THITIWAT NGURNNUMCHOKETHANARAT Position in company (1) : DIRECTOR Effective Date (1) : 09-Feb-2001 Position in company (2) : CHIEF EXECUTIVE OFFICER Effective Date (2) : 01-Apr-2001 Position in company (3) : Executive Committee/ Chairman of Risk Management Committee/ Vice Chairman of the Board of Director ______________________________________________________________________ Change of director/Executive Expired by rotation Director Name : Miss THONGDEE SUASAMING Position in company (1) : DIRECTOR Effective Date (1) : 03-Sep-2022 Expire Date (1) : 22-Apr-2026 Position in company (2) : Executive Committee Expire Date (2) : 22-Apr-2026 Terminate Reason : Non-renewal of term (term expired) ______________________________________________________________________ Change of director/Executive New election Director Name : LT.GEN. KRISDAKORN KORNSILAPA Be appoint to replace (if any) : MissTHONGDEE SUASAMING Position in company (1) : DIRECTOR Effective Date (1) : 22-Apr-2026 More detail : Pending approval by the shareholders' meeting. ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : Miss KANNIKA WIPANURAT CPA License No. : 7305 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 2 Auditor Name : Mr. JADESADA HUNGSAPRUEK CPA License No. : 3759 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 3 Auditor Name : Mr. POJANA ASAWASONTICHAI CPA License No. : 4891 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 4 Auditor Name : Mr. JIROTE SIRIROROTE CPA License No. : 5113 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 No : 5 Auditor Name : Mr. WICHIAN PROONGPANISH CPA License No. : 5851 Accounting and Audit firm : KARIN AUDIT COMPANY LIMITED Audit End Date : 31-Dec-2026 ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 26-Feb-2026 Number of additional common shares : 2,400,000,000 (shares) Total of additional shares (shares) : 2,400,000,000 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Number of allotted shares (shares) : 2,400,000,000 Ratio (Old : New) : 1.00 : 4.00 Subscription price (baht per share) : 0.08 Subscription period : From 19-May-2026 to 25-May-2026 Record date for the right to : 13-Mar-2026 subscribe additional shares Ex-Rights Date (XR) : 12-Mar-2026 ______________________________________________________________________ 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.