10 Sep 2019 12:34:00
Notification of the Resolution of the Board of Directors' Meeting No. 10/2019; connected transactions
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. ______________________________________________________________________ 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.