News Detail

Date/Time
05 Feb 2020 12:32:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 2/2020; connected transactions
Symbol
AEONTS
Source
AEONTS
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Connected Transaction
The Board of Director's meeting of AEON Thana Sinsap (Thailand) Plc. ("AEONTS") 
No.2/2020 held on    February 5, 2020 had a resolution of the connected
transaction as follows:
1. Date of transaction
1.1 Outsourcing service agreement in the systems development, maintenance and 
license
Related Company    Date of transaction
AEON Financial Service Co.,Ltd. (AFS)    Agreement period is one year from March 1,
 2020 to February 28, 2021

1.2 Waiving pre-emptive rights to subscribe in newly issued shares of AEON 
Thailand
Related Company    Date of transaction
AEON Thailand Co.,Ltd.  ("AEON Thailand")    Within February 24, 2020

2. Contractual parties with AEONTS and its subsidiary companies:
Company    Business    Relationship with AEONTS
2.1 Outsourcing service agreement in the systems development, maintenance and 
license
AEON Financial Service Co.,Ltd. (AFS)    Finance    - Major shareholder of AEONTS, 
holding 35.12% of AEONTS's shares
- AFS is the contractual party of AEONTS and its subsidiary companies
- AFS hold 100% of the shares in AEON Systems
AEON Credit Service Systems (Philippines) Inc.
("AEON Systems")    System Development    - AEON Systems is the AFS's subsidiary 
company
2.2 Waiving pre-emptive rights to subscribe in newly issued shares of AEON 
Thailand
AEON Thailand Co.,Ltd.  ("AEON Thailand")    Retail    - AEONTS Thailand is 5.23% 
owned by AEONTS

3. AEONTS's subsidiaries
Company    Business    Relationship with AEONTS
1. AEON Specialized Bank (Cambodia) Plc ("ASB Cambodia")    Retail Finance    ASB 
Cambodia is 50% owned by AEONTS
2. AEON Leasing Service (Lao) Company Limited ("ALS Lao")    Retail Finance    ALS Lao
 is 92.58% owned by AEONTS
3. AEON Microfinance (Myanmar)
("AMF Myanmar")    Retail Finance    AMF Myanmar is 50% owned by AEONTS



4. General characteristics of transaction
4.1 AEONTS and its subsidiaries (ASB Cambodia, ALS Lao, AMF Myanmar) engage 
outsourcing service agreement in the systems development, maintenance and
license of the systems with AFS and AFS arranges its subsidiary "AEON Systems"
to support this agreement with costs of totally 90,408,740 baht detail as
follows:
                                    (Unit : Baht)
Company    Yearly Cost
AEONTS    14,814,899
ASB Cambodia    49,760,914
AMF Myanmar    17,752,152
ALS Lao    8,080,775
Total    90,408,740
Note: Exchange rate as of January 17, 2020 : 0.6113 THB / 1 PHP
4.2 Base on the resolution of Board of Director's meeting of AEON Thailand 
authorized the increase of the company's registered capital by 240 million baht
from 650 million baht to 890 million baht. Additional shares can be subscribed
by existing shareholder including AEONTS have pre-emptive rights to subscribe
the additional issuance of new common shares in proportion of 5.23% which is an
existing shares in AEON Thailand. The Board of Director's meeting of AEONTS held
on February 5, 2020, had resolution to waived the right to subscribe the
increasing shares of AEON Thailand totally amount to 12.55 million baht due to
the investment in AEON Thailand is not directly related to AEONTS is main
business.
-    Shareholding Structure - Before/After proposed issuance of new shares
Existing Structure    Increase    After Capital Injection
Shareholder    No. of Share    Registered Capital (Baht)    %    No. of Share    No. of 
Share    Registered Capital (Baht)    %
AEON HOLDING (THAILAND) 
CO.,LTD    4,189,900    418,990,000    64.46%    -    4,189,900    418,990,000    47.08%
AEON 
CO.,LTD.    1,960,000    196,000,000    30.15%    2,400,000    4,360,000    436,000,000    48.99%
AEONTS    340,000    34,000,000    5.23%    -    340,000    34,000,000    3.82%
Mr. Noppun Muangkote    9,900    990,000    0.15%    -    9,900    990,000    0.11%
Mr. Phisitthi Korwuthikulrangsee    100    10,000    0.00%    -    100    10,000    0.00%
Mrs. Sunanta Muangkote    100    10,000    0.00%    -    100    10,000    0.00%
Total    6,500,000    650,000,000    100%    2,400,000    8,900,000    890,000,000    100%





5. Value of consideration:
Transaction    Amount
5.1 Outsourcing service agreement in the systems development, maintenance and 
license with AFS
AEONTS and Subsidiary companies (Yearly Cost)    90,408,740
5.2 Waiving pre-emptive rights to subscribe in newly issued shares of AEON 
Thailand
Shares subscription rights for 125,539 shares, at par value of 100 baht
Book value of AEON Thailand as of November 30, 2019 was (10.4) baht per 
share    12,553,900
Total transaction    102,962,640

6. Name, position and shareholding proportion of the connected persons:
6.1 Outsourcing service agreement in the systems development, maintenance and 
license with AFS
Related company name    Paid up Capital No. of shares    Name of connected 
persons    Share (s) in related company    % of share in AEONTS
AFS    45,698,196,100 JPY/ 216,010,128 shares    Mr. Hideki Wakabayashi1,3    -    -
AEON Systems    300,000,000 Peso/ 3,000,000 shares    Mr. Junichi Iwakami2    1     -
Note: 1Mr. Hideki Wakabayashi is the Chairman of the Board of Directors of 
AEONTS and the Director Senior Managing Executive.
2Mr. Junichi Iwakami is the Senior Executive Vice President of AEONTS and 
Non-Executive Director of AEON Systems.
3Mr. Hideki Wakabayashi was connected person who had conflict of interest on 
this transaction. He had no right to vote for the connected transaction and did
not attend the meeting during approval of this transaction.

6.2 Waiving pre-emptive rights to subscribe in newly issued shares of AEON 
Thailand
Related company name    Paid up Capital No. of shares    Name of connected 
persons    Share (s) in related company    % of share in AEONTS
AEON Thailand    558,200,000 Baht/
6,500,000 shares    Mr. Noppun Muangkote1,2    9,900    -
Note: 1Mr. Noppun Muangkote is the Chairman of Audit Committee and Independent 
Director of AEONTS and Shareholder of               AEON Thailand.
2Mr. Noppun Muangkote was connected person who had conflict of interest on this 
transaction. He had no right to vote for the connected transaction and did not
attend the meeting during approval of this transaction.








7. The measurement of transaction
By measurement in percentage of the Company Net Tangible Assets (NTA), total 
transaction is 102.96 million baht or 0.54% which more than 0.03% but less than
3.00% 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.
In addition, the Company approved the connected transaction within the last six 
months as follows:
-    Board of Director's meeting No. 10/2019 held on September 10, 2019, approved 
providing Finance and Accounting operation services to ACS Capital Corporation
Limited in the amount of 0.78 million baht or 0.004% of the Company NTA.
-    Board of Director's meeting No. 14/2019 held on December 30, 2019, approved 
providing finance assistance to AEON Specialized Bank (Cambodia) Plc. ("ASB
Cambodia") by proportionally to its shareholding. A subordinated loan in the
total amount of 121.4 million baht or 0.65% of the Company NTA.
Therefore, the total connected transaction approved by the Board of director's 
meeting in the last six months period including this time was 225.14 million
baht or 1.19% which more than 0.03% of the Company NTA but less than 3.00% of
NYA of the Company.

Opinion of the Audit Committee:
- For the outsourcing service agreement, the Audit Committee has considered and 
resolved that the transaction would be approved in principal and be proposed to
the Board of Directors for further approval.
- For the waiving pre-emptive rights to subscribe in newly issued shares of AEON
Thailand, the Audit Committee has considered and resolved that the transaction
is reasonable and be proposed to the Board of Directors for further approval.

Opinion of the Board Director:
The Board of Director's opinion is not different from the Audit Committee's 
opinion.
______________________________________________________________________
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