News Detail

Date/Time
15 Sep 2020 13:29:00
Headline
Notification of the Resolution of the Board of Directors' Meeting No. 9/2020; connected transactions (edited Template)
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. 9/2020 
held on September 15, 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 3 months
Effective from October 1, 2020 to December 31, 2020.

Contractual parties with AEON Thana Sinsap (Thailand) Plc. ("AEONTS").

Company    Business    Relationship with AEONTS
ACS Capital Corporation Limited
("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
AEONTS's subsidiary company:

Company    Business    Relationship with AEONTS
ACS Servicing (Thailand) Company Limited (hereinafter "ACSS")    Collection 
Service    -    100% of ACSS's shares held by AEONTS

General characteristics of transactions:
1.    AEONTS provides the support on the business operation to ACS Capital and 
receives support
agreement fee for 3 months at the amount of totally not more than 169,125 baht.
2.    ACSS provides the support on debt collection and litigation operations to ACS
 Capital and
receives support fee for 3 months at the amount not more than 3,950,000 baht.
?
Value of consideration:  Unit: Baht
Related company name    Amount
AEONTS (3 months)    169,125
ACSS (3 months)    3,950,000
Total    4,119,125

The total transaction from the period October 2020 to December 2020 is the 
amount of 4,119,125 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    -    -
ACSS    148,000,000 Baht/
14,800,000 shares    Mr. Masanori Kosaka2
Ms. Suriporn Thammawatid3    -
-    0.04%
-

Note:    1Mr.Kazumasa Oshima is the Non-Executive Director of ACS Capital and 
Executive Director of AEONTS.
    2Mr.Masanori Kosaka is the Managing Director of ACSS and Non-Executive Director
 of AEONTS.
    3Ms.Suriporn Thammawatid is the Non-Executive Director of ACSS and Executive 
Director of AEONTS.

The measurement of total transactions
    By measurement in percentage of the Company Net Tangible Assets (NTA), total 
transaction is 4.12 million baht or 0.03% of the company NTA. The Company
approved the connected transaction within the last six months as follows:
-    Board of Director's meeting No. 5/2020 held on May 21, 2020 approved that AFS 
provides the business administration and support to the oversea subsidiaries.
AEONTS and its subsidiaries enter into "Business Administration Agreement" and
pay management fee to AFS total transaction is 115.23 million baht or 0.57% of
the company NTA.
-    Board of Director's meeting No. 07/2020 held on July 7, 2020, approved to 
provide support on
the business operation to ACS Capital and receives support fee for the amount of
 totally not more
than 0.34 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 6.1 million baht. Total transaction amount is 6.44 million
 baht or 0.05% 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 125.79 million
baht or 0.65% 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.
Remarks:  NTA was as of May 31, 2020

Opinion of the Audit Committee:
The Audit Committee unanimously resolved that outsourced service fee provided to
ACSC by AEONTS and ACSS in amounting of 4.12 million baht, which 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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