News Detail

Date/Time
25 Feb 2019 07:39:00
Headline
Fixing date and agendas for Ordinary General Meeting of Shareholders for the year 2019 and dividend payment
Symbol
TPLAS
Source
TPLAS
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                Dividend payment / Omitted dividend payment

Subject                                  : Cash dividend payment
Date of Board resolution                 : 23-Feb-2019
Type of dividend payment                 : Cash dividend payment
Record date for the right to receive     : 19-Apr-2019
dividends
Ex-dividend date                         : 18-Apr-2019
Payment for                              : Common shareholders
Cash dividend payment (baht per share)   : 0.10
Par value (baht)                         : 0.50
Payment date                             : 02-May-2019
Paid from                                :
    Operating period from 01-Jan-2018 to 31-Dec-2018  and retained Earnings
Remark                                   :
To propose to the shareholders' meeting to approve the dividend payment as 
follows:
1.    The Company will pay dividend in cash at the rate of Baht 0.1 per share.
2.    In such dividend payment, the Company will deduct withholding income tax as 
required by law at the rate of 10% of total amount of dividend to be paid. Thus,
the Company shall deduct the withholding tax in an amount of Baht 0.01 with the
balance of dividend paid in cash being Baht 0.09 per share and the total amount
 of dividend payment will be equivalent to Baht 27,000,000.
______________________________________________________________________

Schedule of Shareholders' meeting

Subject                                  : Schedule of Annual General Meeting of
 Shareholders
Date of Board resolution                 : 23-Feb-2019
Shareholder's meeting date               : 10-Apr-2019
Beginning time of meeting (h:mm)         : 10 : 00
Record date for the right to attend the  : 11-Mar-2019
meeting
Ex-meeting date                          : 08-Mar-2019
Significant agenda item                  :
  - Cash dividend payment
Venue of the meeting                     : Phya Ballroom of Chao Phya Park Hotel
Bangkok address no.247 Rachadapisek Rd, Khwaeng Din Daeng, Khet Din Daeng,
Bangkok, Thailand
Remark                                   :
2.To fix the date of the Annual General Meeting of Shareholders 2019 on 
Wednesday 10th April 2019 at 10.00 a.m. at Meeting Room - Phya Ballroom of Chao
Phya Park Hotel Bangkok address no.247 Rachadapisek Rd, Khwaeng Din Daeng, Khet
Din Daeng, Bangkok, Thailand and to fix the record date the rights of
shareholders to attend the Annual General Meeting of Shareholders 2019 and
closing the Share Registration Book for collecting the shareholders names under
the Section 225 of the Securities and Exchange Act on 19th April 2019.    
3. To propose the agenda for the Annual General Meeting of Shareholders 2019 for
 consideration as follows:
1.    To certify and approve the Minutes of the Extraordinary General Meeting of
 Shareholders No. 2/2561
Board of Directors' opinion: The Minutes of Extraordinary General Meeting of 
Shareholders No. 2/2561 has been stated correctly and completely and should be
proposed to the shareholders' meeting for consideration and approval.
2.    To acknowledge the Company's Annual Report and Operation Results for the year
 2018
Board of Directors' opinion: The Annual Report and Operation Result should be 
proposed to the shareholders' meeting for acknowledgement on the Company's 2018
performances and financial statement for year ended 31st December 2018.
3.    To consider and approve the Company Financial Statements for the year ended 
December 31, 2018
Board of Directors' opinion: The Company has the financial report are reasonably
accurate and fairly reflect the Company's financial position as at 31st
December 2018. It was resolved to propose to the shareholders' meeting to
approve the financial statements for year ended 31st December 2018.
4.    To consider and approve the allocation of profits derived from operation 
results for the year 2018 and dividend payment and the Appropriated for
statutory reserve
Board of Directors' opinion: The Company has enough profit to pay the dividend 
and the proposed dividend is appropriate for its remaining strong capital funds
to accommodate continuous growth and business expansion. It was resolved to
propose to the shareholders' meeting to approve the dividend payment as follows:
4.1.    The Company will pay dividend in cash at the rate of Baht 0.10 per share.
4.2.    In such dividend payment, the Company will deduct withholding income tax as
required by law at the rate of 10% of total amount of dividend to be paid.
Thus, the Company shall deduct the withholding tax in an amount of Baht 0.01
with the balance of dividend paid in cash being Baht 0.09 per share and the
total amount of dividend payment will be equivalent to Baht 27,000,000.
Furthermore, the Board of Directors resolved to propose the shareholders' 
meeting to consider the Record Date for the right of shareholders to receive the
dividend on 19th April 2019 and the dividend payment shall be made on 2nd May
2019.
Moreover, shareholders who are natural person can credit personal income tax of 
dividend received from the Company according to the Revenue Code, Section 47
Bis. Not Only for the dividend payment distributed from the profit which the
Company paid 20% for corporate income tax, but also for the dividend payment
distributed from the retained earning which the Company paid 20% for corporate
income tax as well. Therefore, the income tax credit for this dividend is equal
to the number of dividend multiplied by 20/80.
5.    To consider and approve the appointment of new directors to replace those who
 retire by rotation.
Board of Directors' opinion: The Nomination and Compensation Committee was of 
the opinion that all four directors namely Mr. Nuttawut Punnasatian, Mr.
Supachat Tangnoi, Mrs. Donnapa Jiamkanok and Mrs. Phatcharee Chatkaewboriboon
have performed their duties with dedication and prudence and have given
beneficial suggestion and made comments that were useful to the Company and the
shareholders. It was resolved to propose to Board of Director for consideration.
The Board of Directors has carefully considered and agreed that the retired
directors have not been in directorship for more than 9 years (including this
term), also that they all have suitable qualifications for the sake of company's
business and there was not any shareholder proposed the name of candidate for
appointment of director. Thus, it was resolved to propose the shareholders'
meeting to approve the re-election of all four directors to hold their positions
 for another term.
6.    To consider and approve the Remuneration of the Company's Board of Directors 
and all Sub-Committee for the year 2019
Board of Directors' opinion: The remuneration of directors was carefully 
considered by the Nomination and Compensation Committee's Meeting concurred with
the data base of remuneration for directors for the listed companies in the
year 2018, which was prepared by Thai Institute of Director in connection with
SET to be used as reference by listed companies in paying remuneration to their
directors and all Sub-committee. The remuneration for directors is deemed
appropriate considering their experience, role and scope of duties and
responsibilities. Moreover, the expected benefits from each director are at the
rate of appropriate and par with comparable companies in the manufacturing
industry. Therefore, it was resolved to propose to the shareholders' meeting to
approve the Company's Directors and Audit committee for 2019 as detailed below:
Position    Remuneration
?    Chairman of the Board    60,000 Baht/Meeting
?    Director    30,000 Baht/Meeting
?    Chairman of the Audit Committee    25,000 Baht/Meeting
?    Audit Committee    15,000 Baht/Meeting
?    Chairman of the Risk Management Committee    -
?    Risk Management Committee    -
?    Chairman of the Nomination and Compensation Committee    -
?    Nomination and Compensation Committee    -
7.    To consider and approve the Appointment of the Company's Auditor and the 
Determination of the Audit Fee for the year 2019
Board of Directors' opinion: The Audit Committee compared the qualification and 
the remuneration of the Auditors from 3 audit firms and found that M.R. &
Associates Co., Ltd. is suitable to audit the financial statement of the Company
and their remuneration is not too high as compare with others. Thus, the Audit
Committee considered and agreed to propose the Auditor to the Board of Directors
and the Board of Directors concurred with the recommendation proposed by the
Audit Committees. It was resolved to propose to the shareholders' meeting to
approve the appointment of M.R. & Associates Co., Ltd. to be the Company's
Auditor and their remuneration for fiscal year 2019, the Board of Directors will
propose all relevant details and amounts of Baht 1,900,000 to this Meeting for
its consideration and approval, respectively. The auditor team consists as
follows:
Name    Certified public accountant no.    
Mr. Pisit Chiwaruangroch     2803    and/or
(Have been the auditor who sign on the Company's financial statement for four 
year: 2015-2018)
Mr. Methee Ratanasrimetha    3425    and/or
(Have never been the auditor who sign on the Company's financial statement)
Mr. Akadet Pliensakul    5389    and/or
(Have never been the auditor who sign on the Company's financial statement)
Miss Kornthip Wanichwisedkul    6947    
(Have never been the auditor who sign on the Company's financial statement)
By stipulating that any of the auditors has authority to audit and express 
opinion on the company's financial statements.
Besides, it was agreed to propose the Meeting of Shareholders to consider and 
approve the remuneration in services for auditing in year 2019, at Baht
1,900,000 for annually auditing the Company's financial statement. There is no
relation of conflicts of interest among the proposed auditor, the Company, the
executives, the major shareholders or other related to those parties; therefore
they are individual to audit and express an opinion on the financial statement
as detailed the information of auditor as attached.
?
8.    To consider other businesses. (If any)
In addition, the Company has scheduled the Record Date to determine the 
shareholders entitled to attend the Annual General Meeting of Shareholders for
year 2019 on 11th March 2019.
______________________________________________________________________
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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
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clarification regarding this announcement, please directly contact listed
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