Minute of Annual General Meeting for the Year 2016 C.I.Group Public Company Limited

Transcription

1 Minute of Annual General Meeting for the Year 2016 C.I.Group Public Company Limited Date and Venue The meeting was held on Friday 29 th April, 2016 at hours, at Lotus Room, Queen Sirikit National Convention Center 60 New Rachadapisek Road, Klongtoey, Bangkok 10110, Thailand. Before considering the meeting agendas, the Director and Company Secretary, Mrs. Chankapaw Dissakul, explained methods of voting and vote counting on each agenda as follows. In each agenda, the shareholders could cast their votes as approval, disapproval, or abstention in voting cards received at the registration. Voting was based on one vote per share (1 share: 1vote). For vote counting, the Company would deduct disapproval or abstention votes from the total number of the shareholders attending the meeting. The remaining votes were regarded as approval of that agenda. The shareholders must raise their hands in case of disapproval or abstention. In such cases, all shareholders must filledin their voting cards received at the registration for the company s officers to collect and count the votes. For the shareholders authored proxies a specific vote on their behalf, the Company already recorded their votes i.e. approval, disapproval, or abstention in computers. In case a shareholder or a proxy wished to leave the meeting room during vote casting and wish to vote on that agenda or remaining agendas in advance, he/ she could cast his/ her vote in a voting card and submit to an officer. Such cards would be counted in related agenda. Prior to vote on each agenda, the Chairman would give the shareholders opportunities to ask questions. In case a shareholder or a proxy wishes to express his/ her opinion or ask question he/ she should raise his/ her hand and stated a name of a shareholder or a proxy to the meeting before providing opinions or asking questions. For the questions that are not related to the specific agenda, the Chairman would provide times for such question by the end of the Others agenda besides. There were 7 Directors of the Company, 9 Executive Managements of the Company, 2 Auditors, 1 financial advisor, 1 representative from the Stock Exchange of Thailand, and 1 representative from the Thai Investor Association attended the meeting. The directors who attended the meeting are: 1. Pol. Gen. Prung Boonpadung Chairman of the Board and Chairman of Audit Committee 2. Mr. Aree Poomsanoh Vice Chairman, Chairman of the Executive Committee and Managing Director 1 of 18

2 3. Mr. Taweesak Wangkorkiat Director and Executive Director 4. Mr. Theera Poomsanoh Director and Executive Director 5. Mrs. Chankapaw Dissakul Director and Executive Director 6. Mr. Songphol Annanon Independent Director and Audit Committee 7. Mr. Nadith Rodpetch Independent Director and Audit Committee Top management who attended the meeting was Mr. Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries. In order to generate transparency of the Annual General Meeting to be complied with law and the Company s regulation, the Company did assign third person, Ms.Duangdao Saranpakdeei; shareholder, as an auditor for votes counting of the shareholders or proxies who attend the meeting. The meeting was commenced at hours. Pol. Gen. Prung Boonpadung, Chairman, expressed his gratitude to the shareholders for attending the meeting and informed that 72 shareholders presented in person and by proxy, altogether hold 309,444,960 shares or equivalent to percent of the total issued shares. Since a quorum of the meeting is pursuant to the Articles of Association of the Company, the Chairman then declared the Annual General Meeting for the year 2016 and proposed the meeting to consider the matters on the following agenda. Agenda 1 To Certify the Minutes of the Annual General Meeting of Shareholders No.1/2015 The Chairman requested the meeting to certify the minute of the Annual General Meeting of the Shareholders No.1/2015 dated April 20 th, 2015, as per the document enclosed with the Notice of the Meeting sent in advance and asked if there should be any amendments to the minute of the meeting. No shareholder raised any objection or proposed an amendment on the minute. The Chairman asked the meeting to certify the minutes. Resolution: After due consideration, the meeting, with the majority number of votes as following, certified the minutes of the Annual General Meeting of Shareholders No. 1/2015 dated April 20 th, Approved 310,774,960 votes equivalent to % Disapproved - votes equivalent to - Abstained 20,000 votes equivalent to % Meeting. Remark: In this agenda, there was 1 additional shareholder with 1,350,000 shares attended the 2 of 18

3 Agenda 2 To acknowledge the result of business operation of CIG and to consider and approve the audited Financial Statement for the fiscal year ended as of December 31 st, 2015 and the auditor s opinion. Mrs.Chankapaw Dissakul, the Company Secretary, informed the shareholders that the company s financial results for the year ending 2015 were shown in the 2015 Annual Report (CD-ROM) which was enclosed with the Shareholder s Meeting Invitation. The Board assigned Mr.Yosthana Jaruthassanakul (Corporate Planning & Business Development Executive ) to summarize result of the company s business operation for the fiscal year 2015 again for acknowledgement of the meeting as follows: Unit: Million Baht Amount Description (Million Baht) Revenue from sales and services 1, Cost of sales and services Gross profit Other income Sales and Administrative expense Financial Costs 7.35 Profit (Loss) before income tax 4.86 Income tax (12.13) Interest of no mastery (0.03) Net Profit (Loss) (7.27) Chairman proposed to the meeting to consider acknowledge business performance of the year 2015 and asked if shareholders have questions. The shareholders have questions as follows : Ms.Patcharin Chanmetha, shareholder, asked the following question: o Refer to business operation result of the C.I.Group Public Company Limited alone states profit as shown in the Financial Statement but in overall results it states loss, why is that? Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that as states profit in the separated financial statement due to business operation results. For the consolidated one states loss from operation results of the subsidiary companies, De Lamai Co., Ltd. and C.I.G (Thailand) Co., Ltd., which co-invested in a company that is during setup period that created pre-operating costs. Whereas expecting of income in 3 rd to 4 th quarter of the year For the hotel business, it has got lost since For the year 2015, loss 3 of 18

4 was decreased to MB19 from depreciation cut off such as current asset, leasehold and etc. This loss did not effect to the company operation results just only in term of accounting. o What was a reason of loss of the subsidiary company, C.I.G (Thailand) Co., Ltd.? Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that the loss in operation result of C.I.G (Thailand) was only MB1.9 from co-investment in Fakwantip Co., Ltd., a company that produces Ethanol. At first Fakwantip was set commercial operation date by the end of 2015 but when start running machines the company faced drought problem which need to drilling wells more. By that will make the startup process postpone in about 6 months more. If the production process could run on the expected date, the company could create income and profit. Mr. Suphat Lhuangtada,, shareholder, asked to get further explanation on leasehold of the subsidiary Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that leasehold has 26 years of rental contract whereas there was buildings of hotel constructed on. There are 2 hotels on 2 leasehold which are Samaya Bura Hotel on Lamai beach and The Room Hotel on Chaweng beach with 15 and 14 years of leasehold left respectively. Mr. Prasith Rakthaisantawee, shareholder, asked how the company will fix problems related to the hotel business? Recommend that the company should sell out the hotels as the company may not accustom to this type of business in order to getting rid of negative impact to the company s main business. Mr.Aree Poomsanoh, Vice President and President of Executive Director, answered to the questions that regarding to loss of subsidiaries business especially De Lamai Co., Ltd., we have not been at ease. At first, the company did consider to sell the hotels out by proposing through an agent which we have already done. Furthermore, the company has planned to expedite income of De Lamai Co., Ltd. by expanding business to such as trading business which are on process simultaneously. Mr.Ungkul Thepsarskul, shareholder, asked if this year operation results of De Lamai will be cut off by depreciation of asset and leasehold again as was in the year 2015 and possibility of selling hotel business out as the leasehold life is only 15 years left. On the other hand, if the company could not sell the hotel business, what would the company do to solve the problem occur from the subsidiary? 4 of 18

5 Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that regarding to depreciation and leasehold, both will be amortized upon years of rental. Since, the leasehold has 26 years of life which created depreciation about MB10 each year, amortization will be done as long as out leasehold. In the past the hotel was owe the bank, so it was hard to sell or process anything as need to get the bank permission, so we did clear out all debts with the bank out as you could see that in the year 2015, the company got profit from restructuring MB147. In order to sell out the hotel business, there are several methods such as sale short or long term leasehold to create income which could be compensate with depreciation or sole out the business or even for rent 3 to 5 years. During this time, the company increases revenue of the subsidiaries by expand market segment as per explanation of Chief of Executive Officer prior. Mr. Worrachate Wiruntanawong, shareholder, asked how much that the company used to buy the hotel business? Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that the company did take over from a company with leasehold land and did some investment in the subsidiary in total of MB146. Since the hotel business has got loss all along, the auditor did set aside from loss on impairment of investment in total amount of investment. Recently, loss is from depreciation as the assets got at the same time of leasehold. However, business operation result of De Lamai each year still have profit before EBITDA which means this company could be self-sufficient. Ms.Patcharin Chanmetha, shareholder, asked more questions as follows: o From Financial Statement states that the auditor has conditional comments in case of the company provide loan to third party in total of MB26.88 and accrued interest MB12.03 which the court sentenced to mandatory credit from debtor and delivered collateral which are shares, please provide description of the refer shares and reason of let third party borrow such a lot of money. Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that about 7-8 years ago, the company let a majority shareholder of hotel business which have 4 hotels asset, one hotel in Phuket, two in Samui Island and one in Chiang Mai, borrow with mortgage securities, shares of the said hotels, whereas the other partners of the refer hotel business were experts in this business. At the time, the company did some research and found out that the hotel and traveling business expanding continuously, so we 5 of 18

6 planned that if the hotel business of the debtor growing quite well the company will do debt to equity conversion. In conjunction, this debtor had problem with her partners till start litigation which finally could not pay back the loan. Then, the company took over some business which is Samaya Bura Hotel. By that, made the loan decrease to about MB80 with mortgage securities. Since some mortgages had been in auction with MB60 value (cost estimation is MB100), the loan decrease to about MB26 with other mortgage securities await for auction. o In case that the Company has deficit in total amount of MB235, how the company clear it? Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that the deficit was occurred from business operation results of subsidiaries. For the main business got loss from setting aside for impairment of investment. Mr.Aree Poomsanoh, Vice President and President of Executive Director, answered to the questions that recently the main business also got revenue lower than the past due to industrial situation and high competition, so the company plan to expand production line into high quality products which could be used in clean room especially in hospitals. Moreover, the company did sign contract with Kingspan Insulated Panel Pty to be its sole distributor in Thailand in order to increasing revenue channel. Miss Rattanakamol Poomsanoh, Assistant Managing Director explained more about Kingspan s products which is product solution of insulator of both roof and wall. The products could be installed in all type of buildings, commercial building or even house. It could be used as insulator both inside and outside. o From Financial Statement, there is surplus from treasury stocks about MB15, is this a profit from buy back and sale out shares? Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that during , the company s shares prices falling down a lot, the company decided to buy back some shares when the prices up did sole the shares out. By that creating profit as states. Mr. Prasith Rakthaisantawee, shareholder, asked as last year the company did set target of sales revenue for the year at MB1,500, MB2,00 and MB3,000 respectively. Please explained why the company can t reach the target. 6 of 18

7 Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that if considering number of products sold in 2015, there is about 15% growth when compare with the year before. On the other hand, if consider on sale revenue only, the main business still got quite the same amount due to sale price of the products are merged with major raw materials which are copper and aluminum prices that last year the refer material s prices are down about 10-20% when compare with the year prior. Thus, when the raw materials prices down, the selling price of the company s products are down also. Together with economic situation both internal and external of the country was decline that impact to the company s revenue. There is no further question, the Chairman concluded that the meeting acknowledges the result of business operation of the company for the fiscal year 2015 and then proposed to approve the financial statement of the financial year ended December 31 st, Resolution : After due consideration, the meeting, acknowledges the result of business operation of the company for the fiscal year 2014 as is and resolved that the financial statement of the financial year ended December 31 st, 2015 be approved Approved 330,655,211 votes equivalent to % Disapproved 5,803,400 votes equivalent to % Abstained 1,220,000 votes equivalent to % Meeting. Remark: In this agenda, there were 7 additional shareholders with 26,883,651 shares attended the Agenda 3 To Consider and Approve the Payment of Dividend for Financial Results of the Year The Chairman informed the meeting that as the company posted a net loss for the year 2015, the Chairman then proposed to consider and approve not paying dividend for the operation of the year The Chairman gave the shareholders and proxies the opportunity to ask questions or express opinions on this agenda. There is no other question; the Chairman then proposed the meeting to approve on not paying dividend for the operation of the year of 18

8 Resolution: After due consideration, the meeting, with the majority number of votes, resolved to approve not paying dividend for the operation of the year 2015 as per the following number of votes: Approved 346,458,611 votes equivalent to % Disapproved 1,200,000 votes equivalent to % Abstained 20,000 votes equivalent to % Meeting. Remark: In this agenda, there were 1 additional shareholders with 10,000,000 shares attended the Agenda 4 To Consider and Approve on Annual Remuneration and Meeting Allowance of the Directors for the Year The Chairman proposed the meeting to consider and approve the annual remuneration and meeting allowance of the Directors and the Audit Committee for the year 2016 to be not exceed 8 Million Baht a year (the same as last year) exclusive of the remuneration and welfare which Directors received as Company s employee or staff of the company. Though the remuneration did not be considered by the Remuneration Committee as there is no referred committee, the remuneration has been carefully considered in the Board of Director Committee by comparing with others in the same industry and together with business expansion and profit growth rate prior to propose the annual remuneration as is. The Chairman gave the shareholders and proxies the opportunity to ask questions or express opinions on this agenda. There is no other question; the Chairman then proposed the meeting to approve the annual remuneration and meeting allowance of the Directors for the year Resolution: The meeting resolved to approve the annual remuneration and meeting allowance of the Directors and the Audit Committee for the year 2016 not exceeding 8 Million Baht a year, the same as last year. The amount excluded the remuneration and welfare which Directors receive as company s employee or staff of the company which should be proposed to the Board of Directors for approval. The meeting approved with the majority number of vote detail is as following: 8 of 18

9 Approved 340,655,211 votes equivalent to % Disapproved 7,003,400 votes equivalent to % Abstained 20,000 votes equivalent to % Agenda 5 To Consider and Approve Appointment of Auditor and Determining Audit Fee for the Year The Chairman informed the meeting that the Board assigned the Audit Committee to choose and then proposed to appoint the selected external auditors and the auditing fee of the company for the year 2016 to the shareholders for approval in this meeting. The detail is as follows: 1. Appointment of auditors from Dr.Virach & Associates office Co.,Ltd. namely, Mr. Virach Aphimeteetamrong, Mr. Chaiyakorn Aunpitipongsa, Mr. Apiruk Ati-anuwat, Mr. Preecha Suan, (CPA Registration No.1378, 3196, 5202 and 6718 respectively) or other CPAs, who is in the list of auditors approved by the Office of SEC, as the auditors of the Company for the financial year The referred auditors have accepted performance with match qualification with the Company s Articles of Association and neither of them had any relationship or transaction with the Company that may create a conflict of interest. Note: This auditors also will audit the company s subsidiary. 2. Setting the auditing fee for the year 2016 at the total amount of Baht 1,325,000 (exclusive of other service fees). The details of payments for auditor s fees are shown in company s Annual Report for the financial year 2015 under the auditor s fee article. The Chairman gave the shareholders and proxies the opportunity to ask questions or express opinions on this agenda. There is no other question, the Chairman then proposed to the meeting to approve the appointment of such auditors and auditing fees for the financial year Resolution: The meeting resolved to approve the appointment of such auditors and auditing fees for the financial year The detail is as followed: 1. Appointment of the auditors from Dr.Virach & Associates office Co.,Ltd. namely Mr. Virach Aphimeteetamrong, Mr. Chaiyakorn Aunpitipongsa, Mr. Apiruk Ati-anuwat, Mr. Preecha Suan, (CPA Registration No.1378, 3196, 5202 and 6718 respectively), or other CPAs, who is in the list of auditors approved by the office of SEC, as the auditors of the Company for the financial year of 18

10 fees). 2. Setting the auditing fee for the year 2016 at the total amount of Baht 1,325,000 (exclusive of other service The meeting approved with the majority number of vote detail is as following: Approved 347,658,911 votes equivalent to % Disapproved - votes equivalent to - Abstained 20,000 votes equivalent to % Remark: In this agenda, there were 1 additional shareholders with 300 shares attended the Meeting. Agenda 6 To Elect Persons to Replace Directors who Completed Their Rotational Terms. The Chairman proposed to the meeting election of Independent Directors in replacement of those who retired by rotation namely: 1. Mr.Aree Poomsanoh Director 2. Mr.Taweesak Wangkorkiat Director 3. Mr.Theera Poomsanoh Director The Company Secretary informed that The Board of Directors did consider thoroughly on suitability which necessary to the company management inclusive with qualification knowledge capability and skill as required for Directors position. Moreover, the Board of Directors had arranged a process to nominate candidate to be replaced in the position of the retired directors from the rotation as follows: 1. Announce in company website, Allow the minority shareholders to nominate persons qualified for the Director position. No minority shareholders have nominated any qualified person. 2. Informing retired Directors to request for repetitive term if they intend to continue to be the company s Directors for another period. There is no other question, the Chairman then proposed to the meeting to elect Directors in replacement of who retired by rotation in this year 2016 person by person. Resolution: After due consideration, the meeting resolved to elected the Directors to replace those who will be retired by rotation in 2016, 3 persons as nominated by the Board of Directors namely Mr.Aree Poomsanoh, Mr.Taweesak Wangkorkiat and Mr.Theera Poomsanoh Such resolutions were passed with the number of majority votes as per the following details: 10 of 18

11 1. Mr. Aree Poomsanoh Director Approved 255,618,211 votes equivalent to % Disapproved 5,493,400 votes equivalent to % Abstained 86,567,300 votes equivalent to % 2. Mr. Taweesak Wangkorkiat Director Approved 310,155,511 votes equivalent to % Disapproved 5,803,400 votes equivalent to % Abstained 31,720,000 votes equivalent to % 3. Mr. Theera Poomsanoh Director Approved 328,655,511 votes equivalent to % Disapproved 5,803,400 votes equivalent to % Abstained 13,220,000 votes equivalent to % Agenda 7 To consider and approve reduction of the company registered capital from THB 583,718,825 to THB 540,480,395 The Company Secretary reports the comments of the Board of Directors, as during the year 2015, the company did not increase capital upon General Mandate that was approved allotment from the Annual General Meeting of Shareholders No.1/2015 with in time as complied with rules and regulation of SEC and SET. The Board of Directors also propose shareholders to approved the capital reduction in total of THB 43,238,430 from THB 583,718,825 to THB 540,480,395 to accommodate with cancellation of General Mandate which make the new capital complied with the company paid-up capital. The Chairman gave the shareholders and proxies the opportunity to ask questions or express opinions on this agenda. 11 of 18

12 Ms.Patcharin Chanmetha, shareholder, asked reason of cancellation of General Mandate Mr.Aree Poomsanoh, Vice President and President of Executive Director, answered to the questions that the general mandate got approved the year before was for preparation if during the year there might be anyone who interested in investing in the company which should create benefit to the company. Then, the company would announce to issue share to private placement. Unfortunately, there was no investor who match with our expectation, so we decide to cancel the general mandate. There is no other question, the Chairman then proposed to the meeting to approve reduction of the company registered capital from THB 583,718,825 to THB 540,480,395 Resolution: The meeting resolved to approve reduction of the company registered capital from THB 583,718,825 to THB 540,480,395 to accommodate with cancellation of General Mandate by votes as follows: Approved 347,660,411 votes equivalent to % Disapproved - votes equivalent to - Abstained 20,000 votes equivalent to % Agenda 8 To consider and approve amendment of Clause 4 of Company's Memorandum of Association regarding to the reduction of registered capital. The Company Secretary reports the comments of the Board of Directors, approved to amend the Memorandum of Association of the Company No. 4. To comply with the decrease of the registered capital in Agenda 7 as follows: No.4 Registered Capital 540,480, Baht (Five Hundred and Forty Million Four Hundred Eighty Thousand and Three Hundred Ninety Five Baht) Divided to 1,080,960, shares (One Eighty Billion and Nine Hundred Sixty Thousand and Seven Hundred Ninety shares) Par Value 0.50 Baht (Point Fifty Baht) Preferred Shares None There is no other question, the Chairman then proposed to the meeting to approve amendment of Clause 4 of Company's Memorandum of Association regarding to the reduction of registered capital. 12 of 18

13 Resolution: The meeting resolved to approve amendment of Clause 4 of Company's Memorandum of Association regarding to the reduction of registered capital with details as per proposed everything by votes as follows: Approved 347,660,411 votes equivalent to % Disapproved - votes equivalent to - Abstained 20,000 votes equivalent to % Agenda 9 To consider and approve issuance and offering of CIG-W6 to existing shareholders of the Company at THB 0 (Zero Baht) in the amount of not exceeding 216,192,158 units. The Company Secretary reports the comments of the Board of Directors, The company did not pay dividend for the last year performance, therefore, the shareholders will receive some benefits from the issuance and offering of warrants#6 (CIG-W6) to existing shareholders of the Company. Also, the company in needed of budget to expand business. The Board of Directors also propose shareholders to approved the issuance and offering of warrants#6 (CIG-W6) to existing shareholders of the Company in the amount of not exceeding 216,192,158 units. The shareholders do not exercise CIG-W5 in March April 2016 at the ratio of 4 existing ordinary share: 1 unit of CIG-W6 (delete any fraction). The number of shares issued for the exercise of CIG-W5 and CIG-W6 combined will not exceed 50 percent of the paid up capital, the Board of Directors or authorized persons has the right to consider and adjust any conditions and details of CIG-W5, seen appropriate. The details are shown in Details of CIG-W6 offering (Attachment 5.). The record date for eligible shareholders who have the right to receive CIG-W6 is on May 11 th, 2016 and the book closing date for collecting the name of shareholders according to Securities and Exchange Act Section 225 is on May 12 th, The issuance and offering of CIG-W6 will be effective after the approval of the Annual General Meeting of Shareholders There is no other question, the Chairman then proposed to the meeting to approve issuance and offering of CIG-W6 to existing shareholders of the Company at THB 0 (Zero Baht) in the amount of not exceeding 216,192,158 units Resolution: The meeting resolved to approve issuance and offering of CIG-W6 to existing shareholders of the Company at THB 0 (Zero Baht) in the amount of not exceeding 216,192,158 units at the ratio of 4 existing ordinary share: 1 unit of CIG-W6 at THB 0 (Zero Baht( (delete any fraction). CIG-W6 has the maturity from the issuance and offering date (May 19 th, 2016) to May 31 st, 2018.(approximately 2 years 13 days). The exercise ratio is 1 (one) units of CIG-W6: 1 (one) new shares at 1.50 Baht per share with details as per proposed everything by votes as follows: 13 of 18

14 Approved 347,681,411 votes equivalent to 100% Disapproved - votes equivalent to - Abstained - votes equivalent to - Meeting. Remark: In this agenda, there were 1 additional shareholders with 1,000 shares attended the Agenda 10 To consider and approve increase of the Company's registered capital of 216,192,158 shares with a par value of THB 0.50 The Company Secretary reports the comments of the Board of Directors, The Company is to increase the Company's registered capital to accommodate the exercise of CIG-W6. The Board of Directors also propose shareholders to approved increase of the Company's registered capital of 216,192,158 shares with a par value of THB 0.50 per share, equal to THB 108,096,079 to accommodate the exercise of CIG-W6. There is no other question, the Chairman then proposed to the meeting to approve increase of the Company's registered capital of 216,192,158 shares with a par value of THB 0.50 Resolution: The meeting resolved to approve increase of the Company's registered capital of 216,192,158 shares with a par value of THB 0.50 per share, equal to THB 108,096,079 by votes as follows: Approved 347,661,411 votes equivalent to % Disapproved - votes equivalent to - Abstained 20,000 votes equivalent to % Agenda 11 To consider and approve amendment of Clause 4 of Company's Memorandum of Association regarding to the increase of registered capital. The Company Secretary reports the comments of the Board of Directors, The amendment is in coherent with the increase of registered capital which will be changed to: No.4 Registered Capital 648,576, Baht (Six Hundred and Forty Eight Million Five Hundred Seventy Six Thousand and Four Hundred Seventy-four Baht) 14 of 18

15 Divided to 1,297,152, shares (One Billion Two Hundred Ninety Seven Million One Hundred Fifty-Two Thousand and Nine Hundred Forty-eight shares) Par Value 0.50 Baht (Point Fifty Baht) Preferred Shares None There is no other question, the Chairman then proposed to the meeting to approve amendment of Clause 4 of Company's Memorandum of Association regarding to the increase of registered capital. Resolution: The meeting resolved to approve amendment of Clause 4 of Company's Memorandum of Association regarding to the increase of registered capital with details as per proposed everything by votes as follows: Approved 347,661,411 votes equivalent to % Disapproved - votes equivalent to - Abstained 20,000 votes equivalent to % Agenda 12 To consider and approve allocation of the increased ordinary shares of not exceeding 216,192,158 shares with a par value of THB 0.50 to accommodate the issuance and offering of CIG-W6. The Company Secretary reports the comments of the Board of Directors that agreed to propose to the Annual General Meeting to approve the allocation of the increased ordinary shares of not exceeding 216,192,158 shares with a par value of THB 0.50 per share to accommodate the right exercise of CIG-W6 in accordance with the increased registered capital of the company. Including the power to sign on related documents with the power to operate necessarily and reasonably related to the offering of shares of capital increase including but not limited to offering information, submitting the evidence documents to the Securities and Exchange Commission and The Stock Exchange of Thailand, the Thailand Securities Depository Co., Ltd., the Ministry of Commerce or other related units, as well as to take the common stocks of capital increase to register as the registered securities on the MAI. There is no other question, the Chairman then proposed to the meeting to approve allocation of the increased ordinary shares of not exceeding 216,192,158 shares with a par value of THB 0.50 to accommodate the issuance and offering of CIG-W6. Resolution: The meeting resolved to approve allocation of the increased ordinary shares of not exceeding 216,192,158 shares with a par value of THB 0.50 to accommodate the issuance and offering of CIG-W6. with details as per proposed everything by votes as follows: 15 of 18

16 Approved 347,661,411 votes equivalent to % Disapproved - votes equivalent to - Abstained 20,000 votes equivalent to % Agenda 13 To Consider Other Matters (if any). The Chairman provided times for open discussion. Ms.Kasina Srisaart, representative from the Thai Investor Association, asked the following question: o Please explain progress of being a member of CAC (Collective Action Coalition of the Private Sector Against Corruption The Chairman explained to the question that at the beginning Chairman and Directors registered into several courses regarding Anti-Corruption with IOD and other related organization in order to apply the new knowledge with the company. In 2015, the company did set Anti-Corruption Policy and communicated with all staffs to be adhere strictly. Moreover, the company did set an Anti-Corruption Committee (within organization) to process all system, setting up whistle blowing channel and so on regarding anti-corruption to report to the Board of Director to consider. o Does the company has a policy to join CAC or not? The Chairman explained to the question that the company are on process of setting and adjust system based upon CAC checklist of self-assessment by assigning to the Committee with the target that finally the company will join CAC o As the company s main business is production of coils, please explain the company s idea of investing in other type of business such as hotel and energy which the company has already invest? Mr.Sawai Chatchairungrueng, President of Finance and Business Development of C.I. Group and Subsidiaries, explained to the question that the company did consider that the energy business is a good business especially in the past 2-3 years Thailand had problem with high energy prices, so the government tried to promote ethanol to mix with benzyl oil to become gasohol providing to the market. Whereas the main material are sugar cane and tapioca. At the time, Fakwantip Co., Ltd who be in the said business 16 of 18

17 since 2006 but had faces financial problem with Exim Bank. The bank contacted us if the company interested in investing in energy business. Then, the company start studying and research and found out that normally this type of business license for capacity of 60,000 Liters is about MB30-MB40, if the company enter into the restructuring process, we would get a lot lower prices of License. At first for capital increase and improve machines, need MB200 investment for overall shareholders. If it is newly company in the same type of business of Fah Kwan Thip, the investors may need at least MB400. Since regarding the study found out that return on investment in this company will be in short time, the company decided to join in this company. Mr.Ungkul Thepsarskul, shareholder, asked the following question: o Project of investment in energy business has not promoted to shareholders much about progression of the project which trust that if there is enough public relation, will have a good impact to the company shares. Thus, propose that the company should pay attention to public relation much more. Also, would like to know if the company has any policy to look over the company s shares prices? Mr.Aree Poomsanoh, Vice President and President of Executive Director, answered to the questions that the company does not have any policy regarding share prices as we trust that if the business operation result of the company is good enough, investors will interest in our shares which will automatically make the shares prices up. Thus, what we are trying to do is to make business growing with good performance. Regarding of public relations on projects of the company, we would consider to improve in the near future. Recently, we are on process of revised our website to be more attractive and useful. o Due to the company decision to issue warrant to the existing shareholders as a tool to pay back to shareholders as the company could not pay dividend from deficit, would like to ask why pick issuing warrant beside of decreasing capital or PAR value in order to clear deficit and will create profit enough to pay dividend to shareholders or be working capital of the company to support the company s shares prices at the same time. Mr.Aree Poomsanoh, Vice President and President of Executive Director, answered to the questions that in general the company could clear deficit easily without decreasing capital or par value as there is some share premium left enough to compensate with the deficit but should do it at an appropriate time which we consider to be by the time of better performance and have clear method. By that the share prices will goes up with more benefit to shareholders and the company. 17 of 18

18 There is no other question, the Chairman expressed his gratitude to the shareholders for attending the meeting and for their views and suggestions which the Board would take into consideration, and then declared the meeting is closed. The meeting adjourned at hrs. Pol.Gen (Prung Boonpadung) Chairman (Mrs.Chankapaw Dissakul) Company Secretary 18 of 18