(Translation) Minutes of General Shareholder s Meeting No. 1/2012 of Thantawan Industry Public Company Limited Thursday April 26, 2012

Transcription

1 Minutes of General Shareholder s Meeting No. 1/2012 of Thantawan Industry Public Company Limited Thursday April 26, 2012 Venue & Time : Meeting room, 39 th Floor at Suntowers Building Tower B, 123 Vibhavadi-Rangsit Road, Jomphol, Jatujak District, Bangkok at 10:00 a.m. Mr.Phietoon Trivijitkasem, Company s Chairman presented as the Chairman of the meeting opened speech and welcomed Shareholders at the meeting. The shareholders attended the meeting themselves, Proxy in total 40 cases, Total 5,046,903 shares, representing to 63.09% of the total issued capital. A full quorum in accordance with regulation of the Company. The Chairman introduced Directors who attended the meeting and the other participants : Directors : 1. Mr. Phietoon Trivijitkasem Chairman 2. Mr. Banleng Sornil Independent Director And Chairman of Audit Committee 3. Mr. Singhchai Aroonvuthiphong Independent Director And Audit Committee 4. Pol.Col. Taweepun Sangprasert Independent Director And Audit Committee 5. Mrs. Pojanard Prinyapatpakorn Director 6. Mr. Viroon Powlinjong Director 7. Ms. Narissai Mahathitirat Director 8. Mr. Surasak Luangaramsri Director 9. Mr. Teerachai Siritunyanont Director and Secretary of the Company Other Participants : 1. Mr. Wichit Pansrimangkorn Vice President - Accounting Division 2. Mr. Pojana Asavasantichai Auditor from Dharmniti Auditing Co., Ltd. 3. Ms. Arisa Penaium Auditor from Dharmniti Auditing Co., Ltd. 4. Mr. Nattporn Nansrirat Independent Legal Counsel The Chairman assigned Mr. Teerachai Siritunyanont, the Secretary of the meeting to clarify the procedure of voting and counting votes as the following: 1. Shareholders had a right to vote, each of shareholders had only one vote irrespective of the number of shares held. 2. Resolution to each of agendas, shareholders would vote openly. If they did not agree or abstain from the vote, would be taken unanimous propose of The Board of Directors. 3. If shareholders disapproved or abstained from the voting, please raised their hands & submitted a voting card, with name & surname, total capitals & Resolution together with signature as distribution during the registration. Would collect the casting votes of agreement from all shareholders at the end of the meeting. 4. The Resolution of each agenda, the Chairman would inquire to the meeting of each agenda, prior making an approval. Would let the shareholders to make an inquiry to the related issues as appropriate by informing name & surname to the meeting, prior enquiry or making an opinion consistently. 5. Counting of votes would do only the disapproval & refrain of each agenda only. The number of these votes would then be deducted from the total number of casting votes by the shareholders at the meeting. The rest would be considered to the votes that agreed with the agenda. Minutes of AGM No.1/2012 Page 1/9

2 For more clearly, we had invited an External legal, Mr. Nattporn Nansrirat /Independent Legal Counsel for Auditor voting. The Chairman proposed the agenda for consideration as : Agenda 1 To adopt the minutes of General Shareholder meeting No.1/2011 The Chairman assigned Mr. Teerachai Siritunyanont, the Secretary of the meeting to present the minutes of the General Shareholders meeting No.1/2011 held on April 26, 2011 as sent to shareholders with the Notice of Annual General meeting and publicize to company websites together with details in a copy of the meeting. Requesting the meeting for consideration with inquiry for any amendment as per the mentioned minutes. There was no any amendment from the shareholders. Resolution: The meeting resolved to approve Minutes of the General Shareholder meeting No.1/2011 held on April 26, 2011 as proposed without any amendment with voted agreement at 5,046,903 shares, representing to 100% of total shares that shareholders attended the meeting and had the right to vote. Agenda 2 The Board of Directors reported Company s operation of year 2011 The Chairman assigned Mr. Surasak Luangaramsri /Director to make a summary report of the Company s operation of year 2011 as the following details: Revenue proportion from operations in 2011 During the past years, the company had a good operating result. When compared with Economic situation of the country, we growth of revenue from Sales in 2011 was 1, Million Baht, increasing from 2010 at Million Baht, representing to 17.29%. The summary details of increasing revenue from Sales were as follows: Revenue from International Sales in 2011 when compared with 2010, from the previous 1, Million Baht to 1, Million Baht, representing to 9.82%. If compared with the revenue of category products, the company exported Drinking straw increased Million Baht, representing to 16.16%. Product of plastic bag increased Million Baht, representing to 7.47%, other products increased Million Baht, representing to 29.86%. Revenue of Domestic Sales in 2011 when compared with 2010 from the previous at Million Baht to Million Baht, increased Million Baht, representing to 55.85% which is considerable growth. If compared with category products, we found that the product of Drinking straw increased 9.71 Million Baht, representing to 23.02%, Plastic bag increased Million Baht, representing to 68.26%, other products increased Million Baht, representing to 57.81%. During the past years, the company had set a Marketing plan development especially to develop the products with more interesting either in the form of stylish products or new innovations for freshness and shell life. Additionally, the company made a product Rebranding the brand of Thantawan to the brand of Sun Product for instance; Sun Straw, Sun Zip, Sun Glove, Sun Scrub and so on. We also developed a wide range of products for consumers to choose as requirement, to recommend the consumers to use for other Minutes of AGM No.1/2012 Page 2/9

3 purposes, apart from placing foods ie; to place in any stationeries, prepare clothing to protect against dust. To develop household products under brand of Kitchen Neat for producing Zip bag with Double Zip, to maintain temperature of the food and always keep it fresh. To develop products of colors and patterns with eye-catching look. To design the Zip bag with any cartoon characters for more attractive to a group of students and housewives. To be used for storage of Bio-plastics products with environmentally friendly. Presently, receive more attention from consumers and mostly are greater awareness of global warming. The company had been trying to produce the mentioned products for launching increasingly for example; the Floods in late 2011 we had brought Toilet bag which is biodegradable to help the flood victims. They could take it for excretion with more comfortable and without any using of additional items. To donate the product is to help flood victims through the Media in order to advertise the product with more widely known. Media and advertising to promote the products for more recognize ie; THANTAWAN FAN PAGE setting is to reach more consumers. Potential Production Development Technology in production for 2011, the company had increased the production with high efficiency by improvement of machines with accelerating the machines of building T16. This had enabled the company to increase the production in volume increased together with the production formulation improvement to reduce lower costs of the production. To set procedure system of employees, the company had set at building T16 for more efficiency working by adjustment to the work of various departments. Taking the old machines for modification in order to help the employees work more faster. Factors affect to the production of the company 1. Shortage of employees in production line according to the expansion of Production. To support quantity and additional orders from customers. The company is currently looking for the way to solve the problem. Based on only Thai people in the production line, presently we have recruited foreign employees to assist in the production. For solving to future problem, we have planned to adjust speedy of the machines for more production also to find an Outsourcing company to produce the products. This will help to reduce such the problem. 2. For the late 2011, the great flooding occurred and made the stagnant water around the factory including Petchkasem road, the entrance of the factory and surrounding areas. Anyhow, area of the factory was not affect from the incident as we had already made preventive measures. However, we had also received an affect of delivery products including production as the surrounding area had the stagnant water in high level. As a result, the employees could not come to work. We had solved a problem by providing a residential dormitory for them. Arranged a big truck to service employees for convenience. Consequently, product line of the company was not interrupt. The shareholders remarked and raised questions as follows: Mr. Somprasong Sangsawang /Shareholder inquired a procedure of delivery the notice of General shareholders meeting and what the process of delivery is? As he received it on Monday April 23, 2012, the company should deliver to the shareholders not less than 14 days in order to let them consider the information in advance, prior to the meeting date. He Minutes of AGM No.1/2012 Page 3/9

4 made an inquiry to Thailand Securities Depository Co., Ltd. (TSD) and that documents was sent out to the shareholders on Wednesday April 18, Mr. Teerachai Siritunyanont /Director and Secretary of the Company clarified that the company has sent that documents to Thailand Securities Depository Co., Ltd. (TSD) since Tuesday April 10, However during the month of April, there were a lot of meeting from several companies. As a result, TSD had to arrange the documents to deliver to shareholders of each company quite a lot which might be delay. The duration of delivery is correctly according to Company Public Limited Companies Act. For deliver to shareholders with consideration in advance, not less than 7 days, prior to the meeting date. The instruction shall be considered for improvement. For the fourth quarter 4 of Annual report including the notice of General Shareholder meeting, the company has distributed to the shareholders since March 22, All can access the details from the company s website at under the title Download Shareholder Meeting. Mr. Somprasong Sangsawang /Shareholder added that for customers, target sales of foreign companies, the company has divided into 3 categories page 7 as: 1. Importer of plastic bags under their own brand. 2. Importer of plastic bags to large retail stores. 3. The wholesale customers, which one has the highest proportion with company s brand or customer s brand. Mr. Surasak Luangaramsri /Director clarified that mostly are brand of customers and hire us to produce by gaining 90% of the total export revenue. For the Wholesale customers or Retail stores, mostly are major vendors. These two vendors will provide its products to reach more customers. Mr. Somprasong Sangsawang /Shareholder also added that the company has an international customer with orders at 31.39% of total value. The company has a considerable risk, in case the customer does not order or cancel the purchasing from the company. This will affect to the decrease of revenue in high volume. Mr. Surasak Luangaramsri /Director clarified that the past year period was the first year that the customer had an order in large quantities as he/she paid attention to our quality standards products. This was such a great opportunity to produce the products for the customer not less than 15 years which is a long-term partnership. The terms with this company was quite a lot condition and this made difficult to find the competitors in production line. Nonetheless, the company also take into consideration with this risks. We have been trying to expand the market for proper balancing and minimal risk. Just in case of the customer does not order the products from the company. Mr. Phietoon Trivijitkasem, the Chairman of the meeting added that the company would like to thanks Mr. Somprasong Saengsawang for his good suggestion and interest in the information. For the company products, we have developed consistently. It is difficult to imitate by competitors. This customer has a long-term relationship with each other. The company was award the first prize in all aspects of the mentioned company for a period of three consecutive years. However, the company is still aware of the risks and trying to find ways to modify and expand market to other countries. Mr. Jentad Chawengsettakul /Shareholder proposed that : 1. The presentation of the company were mainly in the form of tables and figures. If the company changed a format of presentation in a graph, it would help shareholders to be able for better analysis the data. 2. The graph data for polymers from the past year, we could see that from the beginning of the year 2012 the price was likely decrease at all time. However, when compared with Minutes of AGM No.1/2012 Page 4/9

5 raw materials balancing at the end of the year the company had collected the raw materials rather higher than the previous years. Mr. Surasak Luangaramsri /Director clarified that the company might consider many factors in terms of price and delivery. If the price tends to increase, the company will need to collect enough raw materials to produce. If the manufacture lives far away, it will take time for transportation. The company needs to store raw materials in greater quantities. Mr. Phietoon Trivijitkasem, the Chairman of the meeting gave opinion that the company was recognize as significant and set a team to track prices all the time and stored in large quantities as oil prices were likely to increase. Also polymer is the product that purchase price based on the oil prices in the world market as a reference. Therefore, when the oil prices are likely to increase, the company must store in large quantities for guideline to the company to mange raw material inventory with efficiency. Mr. Jentad Chawengsettakul /Shareholder added that from the previous of annual report, the company would have the report of Operating result of the past years. As a shareholder, would like to know whether the company has estimated the market and predicts in the future and how? How is the growth trend? If the company added more information in this part, the shareholders would get it for decision making. Mr. Viroon Powlinjong /Director clarified that the information of the first quarter 2012 is nearly released to the shareholders. Consequently, the shareholders please wait and see the Operating results as stated for consideration. For the arrangement of estimates for the year 2012, the company has prepared the estimate higher than the previous years. All shareholders, please trust Management team of the company that we will not provide the estimate less than the past years definitely. Resolution: The meeting resolved to acknowledge & certify the Company s operation of year Agenda 3 To consider and approve The Statement of Financial position and the Statement of Comprehensive Income for the year ended December 31, 2011 and 2010 The Chairman assigned Mr. Wichit Pansrimangkorn /Vice President-Accounting Division to present the Statement of Financial position and the Statement of Comprehensive Income for the year ended December 31, 2011 and 2010 that was considered with approval and commented by the Audit Committee, together with sending to Shareholders and Notice of this meeting. For the Operating results of the past year can be explained with The Statement of Comprehensive income dated December 31, 2011 as the following details: Revenue from Sales 1, Million Baht, increased from last year Million Baht, representing to 17.29%. Other income Million Baht, nearby last year. Total revenue 1, Million Baht, increased from last Million Baht, representing to 17.00%. Cost of Sales 1, Million Baht, increased from last year Million Baht, representing to 20.00%. Selling expense Million Baht, decreased from last year 2.88 Million Baht, representing to 4.68%. Minutes of AGM No.1/2012 Page 5/9

6 Administrative expense Million Baht, decreased from last year 1.57 Million Baht, representing to 1.63%. Remuneration of Directors Million Baht, increased from last year 1.84 Million Baht, representing to 7.35%. Financial costs 0.53 Million Baht, increased from last year 0.53 Million Baht, representing to 524% Total expenses 1, Million Baht, increased from last year Million Baht, representing to 16.60%. Profit before Finance cost and Income tax Million Baht, increased from last year Million Baht, representing to 23.38%. Net profit Million Baht, increased from last year 7.61 Million Baht, representing to 14.29%. The Statement of Financial Position dated December 31, 2011 was concluded as the following details: Current assets Million Baht, increased from last year Million Baht, representing to 19.91%. Non-current assets Million Baht, decreased from last year Million Baht, representing to 6.93%. Total assets Million Baht, increased from last year Million Baht, representing to 7.04%. Current Liability Million Baht, increased from last year 9.43 Million Baht, representing to 6.51%. Non-current Liability Million Baht, increased from last year Million Baht. Shareholders' equity Million Baht, increased from last year Million Baht, representing to 5.14 %. Total Liabilities and shareholders equity Million Baht, increased from last year Million Baht, representing to 7.04 %. For the other details with regard to the Statement of Financial position and the Statement of Comprehensive Income, had stated to the Annual report and sent to shareholders with notice of this meeting already. The shareholders remarked and raised questions as follows: Mr. Somprasong Sangsawang /Shareholder additional inquired about the company for receiving a promoted card from BOI in which category of the products and is there any affect to the company for the minimum wage from Baht to Baht 300.-? Mr. Wichit Pansrimangkorn /Vice President-Accounting Division clarified that for the product that has been promoted by the BOI is the environmentally friendly biodegradable product. The company has received the BOI Promotion Certificate officially since September During this period, the company is planning to invest in machinery and production for the greatest advantage. For the increased wages, if the company is not operated any task, we will not make a high profit. The products that have been promoted investment is the new product for sending to the market. The company shall have the power to set prices and enable to make a profit to the company from this product. For regular products, the company is looking for ways to improve the efficiency of the machine with more effectiveness. In addition to expand more Domestic market as most people acknowledge to the increase of the wages including the effect of the high price with acceptable to the products adjustment price. Minutes of AGM No.1/2012 Page 6/9

7 Mr. Jentad Chawengsettakul /Shareholder additional inquired about Major customers with more than 30% ordering to acknowledge the adjustment costs as selling products is the company s contract. It will be adjusted the product costs and whether to keep pace with selling to the customer. Mr. Wichit Pansrimangkorn /Vice President-Accounting Division clarified that the customer has acknowledged to the raising wages as stated. The company can increase the costs by fact, besides the sales of each contract will be a short period every three months. Therefore, we can be adjusted in accordance with the raising wages. Resolution : The Meeting resolved to acknowledge the Statement of Financial position and The Statement of comprehensive income for the year ended December 31, 2011 with unanimously at 5,048,803 shares, representing to 100% of the total number of shareholders presented at the meeting & voted. (More shareholders and proxy in total 42 cases, Self 26 and proxy 16 cases. Total 5,048,803 voted from the total issued capital shares and informed to pay at 8,000,000 shares in portion of 63.11% effective from the agenda 3 onward.) Agenda 4 To approve the allocation of net profit from Operation results 2011 and Dividend payment The Chairman assigned Mr. Teerachai Siritunyanont, the Secretary of the meeting to report that the Company s Net profit for the year 2011 was Million Baht and no deficit. Consequently, we could consider to pay dividend to the shareholders in accordance with articles of association no.37 which was not allowed to pay the dividend from the other payments, except the earnings. The Dividend was divided into the total number of shares as equity and the articles of incorporation no.38 must set a portion of annual net profit as a reserve fund, not less than 5% of the annual net profit. Deducted by deficit which was carried forward (if any), until the reserve fund was not less than 10% of the registered share capital. According to company policy for consideration the dividend payment, the company would think about Operating results and return on Shareholders equity in the long term. The Board of Directors was agreed as appropriate and the company still having a strong capital to support the company s growth & expansion of business consistently. In 2011 the Board of Directors propose to pay Dividends payment at Baht 2.50 per share with 32.85% of annual net income. Comparison to the last year, we paid the dividends at Baht 2.00 per share with 30.03% of the annual net income Payable to the shareholders on May 21, The company had set the right for the shareholders to attend the Annual General Shareholder s meeting 2012 on Monday April 2, 2012 for Record date and the names of shareholders would be complied by closing the company shareholders register book on Tuesday April 3, 2012 for the right to receive the dividend from the operating results The date would be on Tuesday May 8, 2012 for the Record date to gain the dividend 2011 by collecting list of shareholders, session 225 of Securities and Exchange Act by closing the company shareholders register book on Wednesday May 9, Mr. Jentad Chawengsettakul, one of the shareholders, thanked the Board of Directors for the strong growth and solid performance of the company year over year. He also thanked the Board of Directors for the increase in dividends this year as per requested in the past 2-3 meetings. Minutes of AGM No.1/2012 Page 7/9

8 Resolution : The Meeting resolved to unanimously for an allocation of Retained earning to annual dividend of the year 2011 at Baht 2.50 per share, total amount Baht 20,000,000.- (Twenty Million Baht) and fixed the date of Closing the company shareholders register book and the dividend payment as proposed with approve votes at 5,048,803 shares, equivalent to 100% of the total number of Shareholders presented at the meeting and voted. Agenda 5 To consider and approve the election of directors to replace Retirement by rotation. The Chairman assigned Mr. Teerachai Sritunyanont, the Secretary of the meeting to opine in accordance with the Company Articles of Association. The Director must retire by rotation, one-third of the existing directors. The directors were due to retire by rotation this year for 3 persons as follows:- 1. Pol.Col. Taweepun Sangprasert - Director 2. Ms. Narissai Mahathitirat - Director 3. Mr. Teerachai Siritunyanont - Director The Board of Directors agreed to propose the Shareholders for approval them to back for another term. Their personal brief backgrounds had already submitted to shareholders with the invitation letter in advance. Resolution: The meeting resolved to approve unanimously to elect three of them back to the Directors in the same position for another term by one by one election with the following details: Directors to replace retirement by rotation Pol.Col. Taweepun Sangprasert Ms. Narissai Mahathitirat Mr. Teerachai Siritunyanont Position Director Director Director The total number of shareholders presented at the meeting and casted votes. Approve Disapprove 5,048,803 shares Equivalent to 100 % - 5,048,803 shares Equivalent to 100 % - 5,048,803 shares Equivalent to 100 % - Agenda 6 To consider Directors s remuneration 2012 The Chairman assigned Mr. Teerachai Sritunyanont, the Secretary of the meeting to report, that The Board of Directors had proposed to the shareholder for approval by monthly of Directors s remuneration and Audit Committee as of the Board of Directors 9 persons and the 3 Audit Committees for the year 2012 at total Baht 2,530,000.- (Two Million and Five Hundred Thirty Thousand Baht only) according to the invitation letter with the following details : Remuneration to Chairman of the Board Remuneration to The Board of Directors Remuneration to Chairman of the Audit Committee Remuneration to Audit Committee Baht 300,000.- per year Baht 240,000.- per year Baht 150,000.- per year Baht 80,000.- per year Minutes of AGM No.1/2012 Page 8/9

9 Resolution: The meeting resolved to approve unanimously to the remuneration of Directors and Audit Committee 2012 for the Board of Directors 9 persons and Audit Committee 3 persons by monthly remuneration at Baht 2,530,000.- with approval of casting votes at 5,048,803 shares, equivalent to 100% total shares of the shareholders presented and casted votes. Agenda 7 To consider the appointment of Auditor and the annual Audit fee 2012 The Chairman assigned Mr. Teerachai Sritunyanont, the Secretary of the meeting to report that the Board of Directors agreed to appoint Mr. Pichai Dachanapirom, CPA Registered No.2421 or Ms. Wannisa Ngambouthong, CPA Registered No.6838 or Ms. Surarit Ardsawang, CPA Registered No.7517 of the company Auditors, Dharmniti Auditing Company Limited. Proposed to consider the annual audit fee 2012 at Baht 510,000.- and the expenses related to the actual payment was higher adjustment than last year at Baht 10,000.- as follow : Description Audit Fee Change from Annual Financial Statement 300, ,000 7,000 - Quarter Financial Statement Review 210, ,000 3,000 - Total Audit Fee 510, ,000 10,000 Resolution: The meeting approved unanimously to appoint auditors; Mr. Pichai Dachanapirom, CPA Registered No.2421 or Ms. Wannisa Ngambouthong CPA Registered No.6838 or Ms. Surarit Ardsawang, CPA Registered No.7517 of the company Auditors, Dharmniti Auditing Limited of 2012 with the remuneration at Baht 510,000.- and the actual expenses related to the Auditor as proposed with approval votes total 5,048,803 shares, equivalent to 100% of total shares of the shareholders presented and casted votes. Agenda 8 Others (if any) The Chairman inquired the meeting for any comment or inquiry of the other issues (if any). The Chairman thanked all shareholders for taking the time to join this meeting and the meeting was adjourned at 11:50 a.m. Sign - Signature - Director (Mr. Teerachai Siritunyanont) (Mrs. Pojanard Prinyapatpakorn) Sign - Signature - (Mr. Teerachai Siritunyanont) Secretary of the meeting Minutes of AGM No.1/2012 Page 9/9