29 Jul 2021 18:42:00
Clarification of news or information requested by SET (Revised)
SET requests to clarify news or information Subject : Clarification of news or information requested by SET Description (Update) : EC 034/2021 July 15, 2021 Subject: Clarification of the Company's business operations. (Revised) To: The Director and Manager. The Stock Exchange of Thailand Refer. Letter No. Bor Jor 212/2563 subject: Clarification of the Company's business operations, dated July 2, 2021. Star Universal Network Public Company Limited ("Star") would like to clarify information about the company's business operations according to the book cited the details are as follows; 1. Change of recording method of investment in Shenton from subsidiary to an associated company. The Company acquired 60% of Shenton, a waste sorting, disposal, and recycling business in Australia, from Sbang Sustainable Energy Limited (SBANG) for AUD 8.0 million (Approx., 215.0 million baht) on October 3, 2017. Shenton's financial statements have been used to prepare consolidated financial statements since that date. In this regard, the Company has issued a letter explaining to the SEC that the Company has control over Shenton with the majority voting rights in the Board of Directors and shareholders' meetings. However, the information in the financial statements for the first quarter of 2021 specifies that the Board of Directors of Shenton from the date of the Company's investment to date appears to have been involved in managing the Company's, but not to the extent of having control. Therefore, the management deems it appropriate to present investments in Shenton's ordinary shares as investments in associates and use the equity method in the consolidated financial statements. The management has retroactively adjusted the financial statements as shown in Note 6.2 to the interim financial statements. The Stock Exchange of Thailand (SET) ask the company to clarify the following information. 1.1 The essence of the Shenton Share Purchase Agreement on the subject of the Shenton Business Control Agreement and the Shenton Board of Directors structure, whether such agreement was amended after the investment, and when, and specifying the process and approval of the amendment. Answer: The essence of the Shenton Share purchase Agreement as follow; 1. Subject of the Shenton Business Control Agreement; The issue of the business control agreement was not changed after the investment in any way. 2. The Shenton Board of Directors Structure; The Company has changed its directors after entering into the Shenton share purchase agreement in accordance with the terms of the contract. 1.2 Opinion of the Board of Directors regarding the control over Shenton, of which the Company owns 60% and the proportion of the Company's representatives on the Shenton Board of Directors, whether it is appropriate or not? The reason why the controlling power does not reflect the shareholding and measures to supervise Shenton's operations for the best interests of shareholders both in the past and in the future. Answer: Company executives and Board of Directors had a meeting to discuss with the auditor on the preparation of the consolidated financial statements of the Company Overall, the financial statements of Star Shenton Energy Pty Ltd. (Shenton), in which STAR holds 60% of investment, is considered a subsidiary. The auditor clarified the issue regarding the consideration Control of comprehensive over Shenton according to Letter No. 009/2564 dated May 10, 2021 as follows; 1. Shenton's name was changed to Star Shenton, Submission of representatives of STAR has the authority to sign, meeting with Shenton Auditor, participating in many dispute mediation negotiations, appointment of representatives to join the Board of Directors of Shenton, assignment of CFO of M8 SUSTAINABLE LIMITED ("M8S") as Shenton CFO. It is not a proof that STAR has absolute control as defined in the reporting standard. 2. Determination of agenda for the shareholders' meeting to consider appointing two new directors to solve problems arising from answering questions that the Office has about the control over the Shenton Board of Directors. The fact that the numbers of the Company's representatives who serve as the directors are less than or equal to the total number of directors or even at some point there are no directors representing STAR at all, indicating that STAR does not have unilateral control over Shenton. There is also the control of Sabang in Shenton. Therefore, the auditor remarked in conclusion that from the facts that appear It is proven that STAR participates in exercising control in Shenton, but does not reach the level of total control as defined by TFRS 10. The auditor is unable to include Shenton's financial statements in the consolidated financial statements of STAR. According to the auditor's clarification, the Board of Directors jointly considered meeting No. 10/2021 on May 20, 2021, it was considered with prudence and have a different opinion. However, Pol.Maj.Gen.Dr.Chirarak Sithiphand, Chairman of the Board of Directors and Mr. Nuttapong Tungdejahiran, the committee have the opinion that "The preparation of the past financial statements was in accordance with the Financial Reporting Standard No. 10, while the other 5 directors had the same opinion as to the auditors. The meeting resolved with the majority of votes. The Company need to obliged to carry out accounting adjustments to correct accounting errors. (Restatement) according to the auditor's observations to continue certifying the financial statements of the first quarter of the year 2021." 1.3 The impact on the Company's financial statements for the period 2019 - 2020 and the timeframe for the revision of the financial statements. Answer: The company has already revised the financial statements from the year 2019 - 2020. It is presented as a comparative statement reclassified and revised in the Company's first quarter 2021 consolidated financial statements. 2. Business direction of the Group From the company's financial report, it was found that The Company still has no revenue from core business since the financial statements of Q4/2019 until the current financial statements. From the annual registration statement for the year 2020 and the notes to the financial statements specifying information about the business operations of the Group. can be summarized as follows: Type of business Operate by Business Distribute and provide engineering services. The Company The company has no revenue from the engineering sales and service business since 2019. media and public relations Star Media Group Co., Ltd. (the name changed to Star Med Solution Co., Ltd. and Shares held by the company 100%) - Billboards that the company has been entitled to expire on July 31, 2019 without renewing the contract. - In the third quarter of 2020, the Company considered a joint investment in content production with a private company and will begin producing such content in the first quarter of 2021. The subsidiary has already paid a joint investment of 10 million baht. - There are obligations in the purchase agreement. Coffee vending machines that have not yet been delivered 21.4 million baht. Other Star Games Co., Ltd. (the name changed to Star Tech Solution Co., Ltd. And shares held by the company 100%) Not yet running business. SET would like to know the progress in the implementation of the business plans of the company and its subsidiaries and time frame in order for the Company and its subsidiaries to earn income from their main business. The company is requested to report the progress in implementing the said business plan together with the submission of the financial statements from the 2nd quarter of 2021 onwards. Answer: The Company has amended the objectives of the 2 subsidiaries as follows: 1. Star Games Co., Ltd. The company changed its name and main objectives on June 18, 2021 to Star Tech Solution Co., Ltd. for the purpose of doing business related to various fintech projects. Currently, the company is studying the plan and looking for an operating team. 2. Star Media group Co., Ltd. The Company changed its name on June 18, 2021 to Star Med Solution Co., Ltd. For studying the way of doing business in medicine. For the coffee vending machine project, the company considered the legal department to file a lawsuit because the prototype machine could not be delivered as scheduled. As for the content production business, which the company has jointly invested in the production of the movie "Ai Khai Dek Wat Chedi". currently in the process of editing pictures and doing computer graphics, making sounds, and shooting scenes that are still pending due to the epidemic the coronavirus disease or COVID-19, estimated to take approximately 6 months. Currently, the company no longer focuses on the business of distribution and engineering services. and has adjusted the new management team by adding a consulting division in technology and information and logistics but with the coronavirus disease (COVID-19) epidemic causing obstacles to meeting customers, causing delays in follow-up. Please be informed accordingly. Yours Sincerely, (Mr.Thanakit Achariyasombat) Chief Executive Officer (Acting) Authorized to sign on behalf of the Company Corporate Secretarial Tel. 02-121-7819 Signature ___________________________ ( Mr.Thanakit Achariyasombat ) Acting Chief Executive Officer Authorized to sign on behalf of the company ______________________________________________________________________ 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. 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