News Detail

Date/Time
10 Mar 2020 13:00:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 3/2020; 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. 03/2020
held on March 10, 2020 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 March 1, 2020.
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:
Since September, 2019, AEONTS has established the Shared Service Center for 
Finance and Accounting functions ("FASSC") to reduce a redundant works and
increase efficiency by integrating human resources and operation processes of
our subsidiaries and affiliated companies such as ACS Servicing (Thailand) Co.,
Ltd, AEON Insurance Service (Thailand) Co., Ltd and ACS Capital Corporation Co.,
Ltd under the FASSC. The FASSC unit of AEONTS will provide Finance and
Accounting operation services to domestic and overseas subsidiaries. The FASSC
service fees will be calculated based on the total cost plus markup and charged
to each subsidiary as a fixed fee for 10 months as follows;
Monthly service fees charged to ACS Capital
(Unit: Baht)
Period    Amount (VAT not included)
March 1, 2020 - December 31, 2020    97,000 Baht/month

The total transaction for the period March 2020 to December 2020 in the amount 
of 970,000 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. However, Mr. Kazumasa Oshima 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.
The measurement of total transactions
    By measurement in percentage of the Company Net Tangible Assets (NTA), total 
transaction is 0.97 million baht or 0.01% of the company NTA. The Company
approved the connected transaction within the last six months as follows:
-    Board of Director's meeting No. 02/2020 held on February 5, 2020, AEONTS and 
its subsidiaries engage outsourcing service agreement in the system development,
maintenance and license of the system with AFS and AFS arranges its subsidiary
"AEON Systems" to support this agreement with costs of totally 90.41 million
baht and approved to waived the right to subscribe the increasing shares of AEON
(Thailand) Co.,Ltd totally amount to 12.55 million baht. Total transaction is
102.96 million baht or 0.54% 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) Pls. ("ASB
Cambodia") by proportionally to its shareholding. A subordinated loan in the
total amount of 121.38 million baht or 0.65% of the Company NTA.
-    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.
Therefore, the total connected transaction approved by the Board of Directors' 
meeting in the last six months period including this time was 226.09 million
baht or 1.20% 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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