บร ษ ท ฮ วฟงร บเบอร (ไทยแลนด ) จำก ด (มหำชน) HWA FONG RUBBER (THAILAND) PUBLIC COMPANY LIMITED

Transcription

1 -- Translation -- Minutes of the Annual General Meeting of Shareholders No. 1/2017 Hwa Fong Rubber (Thailand) Public Company Limited Minutes of the Annual General Meeting of Shareholders No.1/2017 of Hwa Fong Rubber (Thailand) Public Company Limited held on April 21 st, 2017 at a.m. at Ball Room, Bangpoo Golf and Sport No. 191 Moo.3, Bangpoo Industrial Estate Soi 9, Preakasamai, Muangsamutprakarn, Samutprakarn. The commenced at a.m. The was 63 shareholders that present in person and by proxy, altogether holding 376,967,384 shares equivalent to percent of the total shares amount 658,434,300 shares which has the right to attend the and has the right vote thus constituting a quorum of the pursuant to the articles of association of the company. Mrs. Su, Ming-Fen, The Chairman of the Board, presided as Chairman of the Meeting. The Chairman welcomed and introduced Directors and Auditors who attended the to the shareholders as follows; 1. Mrs. Su, Ming - Fen Chairman of the Board 2. Mr. Chen Tai Director 3. Mr. Yen, Ming - Shan Director 4. Mr. Lin, Chu Fung Director 5. Ms. Liang, Su Jung Audit Committee 6. Ms. Varunee Sojiphan Audit Committee Auditors from KPMG Phoomchai Audit Ltd. 1. Mr. Bunyarit Thanormcharoen 2. Mr. Anawat Chaiyaphum 3. Miss. Pattamawan Wattanakul The secretary of the explained that the shareholders have the vote rights i.e. vote for, vote against or abstain equal to the amount of share held by them. One share equaled one vote. Only vote against and abstentions would be counted and then be deducted from the total number to be the agreed vote Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

2 The chairman conducted the, By The chairman, The Board of Directors and The management of the Company stood up for apologize and informed to shareholders about the debtor did not repay the debt in the past year, which the company is currently the plaintiff filed a lawsuit against the Samutsakhon Provincial Court to claim the debtor's current debt is in the process of court trial. And many shareholders have questioned to the case. We would like to report the summary of the questions to the shareholders. The shareholders have already been informed. So that The Chairman proceeded with the following agenda. Agenda 1 To consider and certify the minutes of the Annual General Meeting of Shareholders Meeting of No. 1/2016 Chairman informed the to consider and certify the minutes of the Shareholder s Annual General Meeting No.1/2016, held on April 22 nd, 2016 as per the copy provided to shareholders together with the notice for the. Resolution The had considered and unanimously certified the minutes of the Shareholder s Annual General Meeting No. 1/2016 with the number of votes as follows: Approved 376,967, Against - - Abstentions - - Agenda 2 To consider and acknowledge the company s performance of Chairman presented the company s performance of 2016 to the for acknowledgement, the details was apparent in the annual report of 2016 which was provided to shareholders together with the notice for the. Resolution The had acknowledged the company s performance of Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

3 Agenda 3 To consider and approve the company s financial statement as on December 31 st, The Chairman proposed the Meeting to consider and approve the company s balance sheet and financial statement as on December 31 st, 2016 which was duly audited by auditor and the details was apparent in the annual report of 2016 that was provided to shareholders together with the notice for the. A shareholder asked at the as follows. 1. Mr. Atsawin Paothongthai Shareholders attending the by himself has questions as follows: 1.1 The financial statements on page 199 in the statement of financial position are cash and cash equivalents. Nine hundred and thirty seven million, approximately 30 percent of the value of the asset. How do executives think of a cash management plan? How much cash should be spent on execution? The Chairman of the answer the question as below. The company has cash for the investment. Initially for the factory established in Indonesia. Worth of investment US $30,000,000 (Thirty million US dollars) and investment plans to invest in factory 1 and factory 2 in Thailand and plans to invest in factory 3. Therefore, it will be totally used for investment plan about 850,000, Baht (Eight hundred and fifty million baht) 1.2 In financial statements on page 219, Classification of investment in equity securities available-for-sales in current investments and other long-term investments. The Chairman requested the Company's accounting department to clarify as follows. Because the management of the company has a short-term investment plan. And long-term investment. By the two to balance. Because the company has a reasonable cash flow. And in the past year, there were not big projects to invest, so the investment is divided into short-term investments and long-term investment, But the company emphasizes to the long-term investment. Moreover, the Company believes that long-term investment will yield more return than cash collection in the bank. 1.3 The investment in factory 2 and factory 3 is the expansion of production capacity or the addition of new production line or any opportunity for the company to foreseen the added value to shareholders? Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

4 The Chairman informed the shareholders that Management over the years is progressing every year. It is necessary to increase the number of machines at both factory 1 and factory 2, so that for the shareholders to have a better return. 1.4 In the annual report, writing about water flood. How the company is at risk? Did the company stop production from the flood? The Chairman clarified that the official Bangpoo Industrial Estate, there are plan to prevent water flood well, So it not likely to affect the company in any way. During this agenda, the Shareholders attending the total 73 shares total amount 377,959,585 shares, representing 57.40% of the total shares of the Company. The shareholder had the question and the chairman had answered completely, so the requested for the resolution. Resolution The unanimously certified and approved the financial statement as on December 31 st, 2016 with the number of votes as follows: Approved 376,212, Against - - Abstentions 1,764, Agenda 4 To consider and approve the profit allocation and the date of dividend payment of year Chairman proposed the Meeting to consider and approve the dividend of the year 2016 (Performance on January 1 st, 2016 December 31 st, 2016) to Shareholders at the rate 0.10 Baht/share. Derived from profit under BOI Business at the rate 0.02 Baht per share and derived from profit under non- BOI Business at the rate 0.08 Baht per share total 658,434,300 shares (Par value (baht) : 1.00) Total amount 65,843, Baht (Sixty-five million eight hundred forty-three thousand four hundred thirty Baht). and the record date for the right to receive dividend on May 3 rd, and aggregate rightful shareholders list under Section 225 of Securities and Exchange Act. by recording from closing share registration book on May 4 th, 2017 and dividend will be payable within May 19 th, Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

5 A shareholder asked at the as follows. 1. Mr. Atsawin Paothongthai, Shareholders attending the by himself has the questions about the Annual Report on page 158, The Company's policy is to pay dividends at a rate of not less than 30 percent of the net profit after tax. And other reserves in the event that any such business expansion in the future. This year is based on the financial statement, if estimate of 30% from the net profit is about hundred million. In this agenda, the Company paid dividends less than the dividend policy. I m shareholder, have a good understanding of case is going on and the collection of cash now for the necessary investment in the future. If the Company has the higher profit in the next quarter, the board of directors please consider for pay the interim dividend follow to the policy of dividends. The Chairman thank you to the shareholders for their understanding of the Company's investment, and there has no additional questions to be raised by the shareholders, the Chairman asked the Meeting to cast the votes. Resolution The Meeting unanimously approved the dividend of the year 2016 (Performance on January 1 st, 2016 December 31 st, 2016) to Shareholders at the rate 0.10 Baht/share. Derived from profit under BOI Business at the rate 0.02 Baht per share and Derived from profit under non-boi Business at the rate 0.08 Baht per share total 658,434,300 shares (Par value (baht) : 1.00) Total amount 65,843, Baht (Sixtyfive million eight hundred forty-three thousand four hundred thirty Baht). and the record date for the right to receive dividend on May 3 rd, HFT will aggregate rightful shareholders list under Section 225 of Securities and Exchange Act. by recording from closing share registration book on May 4 th, 2017 and dividend will be payable within May 19 th, as per the following votes; Approved 377,959, Against - - Abstentions - - Agenda 5 To consider and appoint the directors to replace whose service of period is expired. Also, determine the remuneration of Chairman informed the Meeting that there will be one in third of directors retired by rotation every year and there were 3 directors as following name this year; Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

6 1) Mrs. Su, Ming Fen Director 2) Mr. Chang, Tai Shan Director 3) Mr. Chen Tai Director Considered and agreed for shareholders to consider and appoint the director whose service of period is expired to return to their position for 2 person as below: 1) Mrs. Su, Ming - Fen 2) Mr. Chang, Tai - Shan the director whose service of period is expired to return to their position and propose to the Annual General Meeting of shareholder to consider appoint Mr. Chen, Ching Tang to replace Mr. Chen Tai the director whose service of period is expired. And to propose to the Annual General Meeting of shareholder to consider the remuneration for the director, independent director and audit committee of 2017 are as follows: 1. Remuneration who attends the Board of Director Meeting at amounting 25, Baht (Twenty-five thousand baht) and the remuneration for independent director and audit committee who attends the Audit Committee Meeting at amounting 25, Baht (Twenty-five thousand baht only) per person per time until further notice has been announced. 2. Annual remuneration 2017 Positions Annual remuneration Chairman of the Board 270, Baht Directors 200, Baht Chairman of the Audit Committee 540, Baht Independent Director / Audit Committee 300, Baht The Chairman informed the, according to the notification of the resolution of the Board of Directors hold on February 24 th, determine the remuneration of 2017 for the Positions of Chairman of the Board total 270,000 baht (Two hundred seventy thousand baht), But due to the company's case of one debtor did not arrange payment last year, so she will not accept the remuneration of Positions of Chairman of the Board in So that, to propose to the Annual General Meeting of Shareholder to consider and determine the remuneration of Resolution The Meeting approved the Director whose service of period is expired to return to their position of 2 directors, and the re-election of director retiring by rotation; Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

7 1) Mrs. Su, Ming - Fen 2) Mr. Chang, Tai - Shan the director whose service of period is expired to return to their position and propose to the Annual General Meeting of Shareholder to consider to appoint Mr. Chen, Ching Tang to replace Mr. Chen Tai, the director whose service of period is expired. And approved the remuneration for the director, independent director and audit committee are as follows: 1. Remuneration who attends the Board of Director Meeting at amounting 25, Baht (Twenty-five thousand baht) and the remuneration for independent director and audit committee who attends the Audit Committee Meeting at amounting 25, Baht (Twenty-five thousand baht) per person per time until further notice has been announced. 2. Annual remuneration 2017 Positions Annual remuneration Chairman of the Board - Directors 200, Baht Chairman of the Audit Committee 540, Baht Independent Director / Audit Committee 300, Baht as per the following votes; Approved 375,117, Against 2,842, Abstentions - - Agenda 6 To consider and appoint additional 3 directors with position director for 2 persons and position Independent Director and Audit Committee for 1 person. Total company s director are 12 persons. Chairman proposed the Meeting to consider and appoint; appoint 3 additional directors with position of director for 2 persons and position of Independent Director and Audit Committee for 1 person. Total company s director are 12 persons as below: 1. Mr. Chiang, Jung Tsung Position Director Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

8 2. Mr. Yen, Chih Che Position Director 3. Mr. Liao, Chen Hsuan Yu Position Independent Director / Audit Committee Resolution The Meeting approved and appoint 3 additional directors with position of director for 2 persons and position of Independent Director and Audit Committee for 1 person. Total company s director are 12 persons. 1. Mr. Chiang, Jung Tsung Position Director 2. Mr. Yen, Chih Che Position Director 3. Mr. Liao, Chen Hsuan Yu Position Independent Director / Audit Committee as per the following votes; Approved 375,117, Against 2,842, Abstentions - - Agenda 7 To consider and appoint the auditor and determine their remuneration of Chairman proposed the Meeting to consider and appoint; 1. Ms. Sureerat Thongarunsang Certified Public Account Registration No.4409 or 2. Ms. Pattamawan Wattanakul Certified Public Account Registration No.9832 or 3. Mr. Bunyarit Thanomcharoen Certified Public Account Registration No.7900 the auditors from KPMG Phoomchai Audit Limited be the company auditors and subsidiary company for year 2017 with the remuneration amounting 1,669, Baht (One million six hundred sixtynine thousand Baht). The Chairman asked to shareholder, if who had any questions? 1. Mr. Vacharapong Pupramulsakul, shareholder asked about Indonesia, if there is branch of The KPMG Phoomchai Audit Limited in Indonesia. If not, the company should the find another auditor In Indonesia. The Chairman clarified to the shareholders that, the Company would seek the appropriate auditor if we would start production, maybe The KPMG Phoomchai Audit Limited provides audit services. The costs of auditing will be considered to save cost for company and the shareholders Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

9 When there were no further questions from the shareholders, the Chairman asked the to vote. Resolution The Meeting approved the appointment 1. Ms. Sureerat Thongarunsang Certified Public Account Registration No.4409 or 2. Ms. Pattamawan Wattanakul Certified Public Account Registration No.9832 or 3. Mr. Bunyarit Thanomcharoen Certified Public Account Registration No.7900 the auditors from KPMG Phoomchai Audit Limited be the company auditors and subsidiary company for year 2017 with the remuneration amounting 1,669, Baht (One million six hundred sixty-nine thousand Baht). as per the following votes; Approved 377,959, Against - - Abstentions - - Agenda 8 To consider the other issues (if any). The Chairman asked to the Meeting, Have any persons to additional agendas for consider? 1. Mr. Santi Temkulkeat, Shareholders attending the by himself have the questions as follows: 1.1 The annual report show data about Indonesia has a motorcycle market base more than six million, Is unit the number per year or a total number? The Chairman informed that is number per year. 1.2 If the factory in Indonesia has been completed, the target company wants to sell in domestic or export. If it is export, will it compete with the factory in Thailand? The Chairman clarified that the Indonesian plant would produce for sales in Indonesia about 70% and export 30% 2. Mr. Watcharapong Hunsrisakul, Shareholders attending the by himself have the questions as follows: 2.1 In the first quarter the prices of rubber, oil and raw materials have risen. We want to know if the price will still maintain as current, will the whole year be profitable or can the company raise up prices to maintain the same amount of profit? Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.

10 The Chairman informed the that, the natural rubber prices tend to be higher. The company will do not adjust the sales price, but will develop the quality of the product including management and Internal Audit controls to provide companies with good earnings. The Chairman informed the that, the price of raw materials had been increased or down under market conditions. Therefore, the company has to raise up the price of product up or down according to market conditions with the company to make the best profit for good returns to shareholders. When answering the questions of the shareholders at the and no further questions. The Chairman presented the thanksgiving to all shareholders for their attendance and closed the. The closed at a.m. Sign - Chairman of the Meeting ( Mrs. Su, Ming - Fen ) Certified the correctness Sign - Chairman of the Board (Mrs. Su, Ming - Fen) Sing - Company secretary ( Mr. Athisit Worachote ) Recorder Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn Thailand.