News Detail

Date/Time
10 Sep 2019 12:34:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 10/2019; connected transactions
Symbol
AEONTS
Source
AEONTS
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                Connected transaction

Connected transactions
The Board of Director's meeting of AEON Thana Sinsap (Thailand) Plc. No. 10/2019
held on September 10, 2019 had a resolution of the connected transaction as
follows:

Date of agreement:
Company    Date of agreement
ACS Capital Corporation Limited ("ACS Capital")    Agreement period is effective 
from September 1, 2019.
Contractual parties with AEON Thana Sinsap (Thailand) Plc. ("AEONTS") and its 
subsidiaries companies:

Company    Business    Relationship with AEONTS
ACS Capital    Leasing Business    -    Shareholders of AEONTS, holding 19.20% of 
AEONTS's shares
-    Subsidiary company of AFS*
*AEON Financial Service Co., Ltd. ("AFS")        -  Major shareholder of AEONTS,
 holding 35.12% of AEONTS's shares
                         -  Major shareholder of ACS Capital
                  
General characteristics of transactions:
    AEONTS established the Shared Service Center for Finance and Accounting 
functions ("FASSC")         to reduce a redundant works and increase of work
efficiency by integrating human resources and operation processes with
subsidiary companies such as ACS Servicing (Thailand) Co., Ltd, AEON Insurance
Service (Thailand) Co., Ltd and ACS Capital Corporation Co., Ltd since September
1, 2019. By the FASSC unit, AEONTS will provide Finance and Accounting
operation services to domestic and overseas subsidiaries. The FASSC service fees
will be calculated based on the concept of total cost plus markup and charged
to each subsidiary as a fixed fee for 6 months as follows;
Monthly service fees charged to ACS Capital
  (Unit: Baht)
Period    Sep 2019    Oct 2019    Nov 2019    Dec 2019    Jan 2020    Feb 2020
Amount
(VAT not included)    130,000    130,000    130,000    130,000    130,000    130,000

The total transaction for the period September 2019 to February 2020 in the 
amount of 780,000 baht.




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    30,437,500 Baht/
3,043,750 shares    Mr. Kazumasa Oshima1    -    -

Note:   1Mr. Kazumasa Oshima is the Non-Executive Director of ACS Capital and 
Executive Director of AEONTS.
The measurement of total transactions
    By measurement in percentage of the Company Net Tangible Assets (NTA), total 
transaction is 0.78 million baht or 0.004% of the company NTA. The Company
approved the connected transaction within the last six months as follows:
-    Board of Director's meeting No. 04/2019 held on March 21, 2019, approved to 
provide support on the business operation to ACS Capital and receives support
fee for the amount of totally not more than 1.2 million baht and ACS Servicing
(Thailand) Co., Ltd 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 million baht. Total transaction amount is 10.20 million baht or
0.06% of the company NTA.
-    Board of Director's meeting No. 08/2019 held on July 5, 2019, AEONTS and its 
subsidiaries enter into "Business Administration Agreement" and pay management
fee to AFS in the amount not more than 92.58 million baht or 0.504% of the
company NTA and approved selling the shares of AEON Systems to AFS with book
value as of December 31, 2018 in the amount of 0.46 million baht or 0.003% of
the company NTA.
Therefore, the total connected transaction approved by the Board of Directors' 
meeting in the last six months period including this time was 104 million baht
or 0.57% which more than 0.03% of the Company NTA 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 Audit Committee and Board of Director
as well as disclose to the Stock Exchange of Thailand.

Opinion of the Audit Committee:
The Audit Committee has considered and unanimously resolved that service fee of 
Shared Service for finance and accounting functions charged to ACS Capital is
reasonable and shall be proposed to the Board of Directors for further approval.

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