11 Mar 2020 17:00:00
Notification of Related Transaction TMW purchase machines and equipment from Mitsuwa Electric Industry Co;Ltd.
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 ______________________________________________________________________ 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.