21 Mar 2019 12:52:00
Notification of the Resolution of the Board of Directors' Meeting No. 4/2019; establishment of the new insurance broker company and connected transactions
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. ______________________________________________________________________ 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.