News Detail

Date/Time
11 Mar 2020 17:00:00
Headline
Notification of Related Transaction TMW purchase machines and equipment from Mitsuwa Electric Industry Co;Ltd.
Symbol
TMW
Source
TMW
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                Connected transaction

March  11, 2020
    Subject :   Purchase  of Machinery and Equipment  from Mitsuwa  Electric 
Industry  Company Limited
    To    :   The Manager of The Stock Exchange of Thailand

        According to the resolution from the board meeting no.9/2019  dated on March 
4, 2020 on     the connected transaction between Thai Mitsuwa Public Company
Limited and Mitsuwa Electric     Industry Company Limited, there are the following
 details :
    
1.   Date of Transaction
        March 4, 2020.

2.    Connected Company and Relationships
Buyer    :   Thai Mitsuwa Public Company Limited.    
Seller      :   Mitsuwa  Electric Industry Company Limited (MEI).
                   Holding the shares  59.25%  of  paid-up  and  registered shares of 
TMW.    
    
3.    Characteristic  of Transaction
In conformity with the SET regulation on disclosure of connected transaction, 
this connected      transaction  is  worth  more than one  million baht and less
than twenty million baht (whichever is     higher ) or more than 0.03% and less
than 3% of  net tangible assets (NTA);it has been approved     from the board
meeting no. 9/2019 dated on  March 4, 2020   and  it must  be reported to SET
with     no  submission for the shareholders' approval.

4.    Worth of Connected  Transaction
        TMW purchases the machines and equipment as follows:
            Factory Pathum Thani
-    MAKINO Machining V33i  1 unit   amount 12.73  million yen.
Factory Chokechai  Nakhon Ratchasima
-    MAKINO Machining V33   1 unit amount  6.50 million yen
-    Makino EDM Machining EDGE3 Discharger 1 unit  amount  5.96 million yen.
    Total amount 25.19  million yen
Using averaged exchange currency -selling rate of commercial banks at 29.5589 
baht per 100 yen equivalent to 7.45 million baht condition of payment - after
receive goods 60 days; the amount of transaction  0.31% of net tangible assets
2,398.94  million baht.
From the latest financial statements reviewed by the auditor as of 31 December 
2019     :TMW's total assets  3,457.27 million baht minus  total liabilities
1,021.40 million baht minus     intangible assets  36.93 million baht,   accounting
 for net tangible assets (NTA) 2,398.94 million baht.
    
5.    Details of  Connected  Persons
        -   Mr. Hiroshi Yamada is the managing director of TMW and holds shares in TMW
                 8.79% and being  the chairman of  MEI with holding in MEI 16.52%.
        -   Mrs. Yukako  Yamada, the wife of Mr.Hiroshi  Yamada, holds shares in MEI 
14.13%.
    -  Mr.Hiroto   Yamada,  the son of  Mr.Hiroshi  Yamada, holds shares in TMW 
2.69% and     holds in MEI 8.73%.
    -   Mrs. Haruka  Yamada, the daughter of Mr. Hiroshi  Yamada holds shares in 
TMW             0.15% and holds in MEI 6.47%.
        -   Mitsuwa Electric Industry Company Limited  holds 56.69% in TMW.

6.    Director as Stakeholder
        Mr.Hiroshi Yamada is  director as stakeholder and  did not attend the board 
meeting and had no  right  to  approve this connected transaction.

7.    Board's  Opinion
    The directors  with no conflict of interest  give the opinion that it is 
necessary that TMW  purchase the machines and equipment for use in the mold shop
for mold production and maintenance, and  support the production process to be
more efficient both at Pathum Thani factory and Nakhon Ratchasima factory. TMW
is unable to acquire  them from within the country so MEI will coordinate and
support the procurement of machines and equipment.
    Entering into the  connected  transaction  is taken into account for the best 
interests of TMW to have the machines and equipment  with capacity and
capability to operate in the production of goods for purpose of the business at
reasonable price.
    
8.  Audit Committee's Opinion and / or Directors'  Opinion that is different 
from The Board's Opinion
    The Audit Committee  has considered the related information and the purpose for
entering into the connected transaction and has the opinion consistent with the
 board's opinion.
    Please be informed accordingly.                            
                                
                                         Sincerely yours


                                (Mr. Tetsuji Takeguchi)                                             Company Secretary
______________________________________________________________________
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