News Detail

Date/Time
21 Mar 2019 12:52:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 4/2019; establishment of the new insurance broker company and connected transactions
Symbol
AEONTS
Source
AEONTS
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                Unanimously approved the establishment of New Insurance Broker Company in 
Cambodia, with the capital registered of 300,000 USD, subscribed by AEON Thana
Sinsap (Thailand) Plc. ("AEONTS") of 150,000 USD and AEON Financial Service Co.,
 Ltd. ("AFS") of 150,000 USD, details as follows;

Company Name    AEON Insurance Broker (Cambodia) Co.,Ltd.
Type of Business    Broker Insurance
Issued Shares    300,000 Shares (1 USD per share)
Paid in Capital    300,000 USD
Shareholding Proportion    - 50% owned by AEONTS, in the amount of 150,000
- 50% owned by AFS, in the amount of 150,000
Objective    To support further expansion of the retail finance business in 
Cambodia.
______________________________________________________________________

Connected transaction

Connected transactions
The Board of Director's meeting of AEON Thana Sinsap (Thailand) Plc. No. 4/2019 
held on March 21, 2019 had a resolution of the connected transaction as follows:


Date of agreement:
Company    Date of agreement
ACS Capital Corporation Limited     Agreement period is 1 year from Apr 1, 2019 to 
Mar 31, 2020.


Contractual parties with AEON Thana Sinsap (Thailand) ("AEONTS"):


Company    Business    Relationship with AEONTS
ACS Capital Corporation Limited ("ACS Capital")    Leasing Business    - Shareholders 
of AEONTS, holding 19.20% of AEONTS's shares
- Subsidiary company of AFS*
Note: *AEON Financial Service Co., Ltd. ("AFS")
- Major shareholder of AEONTS, holding 35.12% of AEONTS's shares


Subsidiaries companies of AEON Thana Sinsap (Thailand):

Company    Business    Relationship with AEONTS
ACS Servicing (Thailand) Company Limited ("ACSS")    Collection Service     -    ACSS is 
100% owned by AEONTS


General characteristics of transactions:
1.    AEONTS provides the support on the business operation to ACS Capital and 
receives support fee for the amount of totally not more than 1,200,000 baht.
2.    ACSS provides the support on debt collection and litigation operations to ACS
Capital and receives support fee for the amount of totally not more than
9,000,000 baht.


Value of consideration:
Unit: Baht
Related company name    Amount
AEONTS    1,200,000
ACSS    9,000,000
Total    10,200,000


Name, position and shareholding proportion of the connected persons
Related company name    Paid Up Capital
No. of shares    Name of
connected persons    Share (s) in related company    % of share in AEONTS
ACS Capital    THB 30.44 Million /
3,043,750 shares    Ms. Kannika  Kursirikul1
Mr.  Kazumaza Oshima2    -
-    0.0008%
-
ACSS    THB 148 Million /
14,800,000 shares    Mr. Masanori  Kosaka3
Ms. Suriporn  Thammawatid4    -
-    0.04%
-

Note:   1  Ms. Kannika Kursirikul is the Non-Executive Director of AEONTS and 
ACS Capital.
2  Mr. Kazumasa Oshima is the Non-Executive Director of ACS Capital and Senior 
Executive Vice President of AEONTS.
3  Mr. Masanori Kosaka is the Vice chairman of the Board of AEONTS and the 
Chairman of the Board and
Managing Director of ACS Capital.
4  Ms. Suriporn  Thammawatid is the Executive Director of AEONTS and the 
Non-Executive Director of ACSS.


The measurement of total transactions
By measurement in percentage of the Company Net Tangible Assets (NTA), total 
transaction amount of                the transaction is THB 10.2 million or
0.06% which more than 0.03% but less than 3% of
NTA of the Company. So this transaction is the connected transaction
pursuant to the Notifications                 which shall be approved by the
Audit Committee and the Board of Director as well as disclose to
          the Stock Exchange of Thailand.


In addition, the Company approved the connected transaction within the last six 
months as follows:
-    Board of Director's meeting No. 10/2018 held on October 5, 2018, approved 
Annual System Fee for the ACE Plus System to AEON Credit Service Systems
(Philippines) Inc ("AEON Systems")                 in amounting to 2,307,786
baht and approved that AEON Specialized Bank (Cambodia) ("ASB Cambodia") pay the
system development fee for 3D-Secure and payWave to  AEON Systems in amounting
to 2,712,123 baht and also approved to waived the right to subscribe the
increasing shares of PT AEON Credit Service Indonesia totally amount to
11,875,758 baht. Total transection is 16.9 million baht or 0.10% of the Company
NTA.
-    Board of Director's meeting No. 1/2019 held on January 10, 2019, approved the 
transaction of AEONTS and its subsidiaries (ASB Cambodia, ALS Lao, AMF Myanmar)
engage outsourcing service agreement in the system development and maintenance
of the systems which need for each company's operation from AEON Systems with
cost of totally not more than 60,560,936 baht or 0.36% of NTA of the Company.
-    
Therefore, the total connected transaction approved by the Board of Directors' 
meeting in the last six months period including this time was THB 87.7 million
or 0.52% which more than 0.03% of                                  the Company
NTA but less than 3% of NTA of the Company.


Opinion of the Audit Committee:
The Audit Committee has resolved that proposal of engagement on outsourcing 
service shall be approved and proposed to the Board of Directors for further
approval..

Opinion of the Board of Director:
The Board of Directors has considered the agreement and has opinion that the 
transaction is necessary and reasonable.
______________________________________________________________________
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