SET Announcements

SET Announcements

26 February 2014

Capital Increase Report Form (F 53-4)

(Translation) (F 53-4) Capital Increase Report Form CH. Karnchang Public Company Limited February 26, 2014 We, CH. Karnchang Public Company Limited (the "Company"), hereby report on the resolution of Board of Directors' Meeting No. 1/2014, held on February 26, 2014, from 13:00 to 16:30 hours, relating to capital increase and share allotment as follows: 1. Capital Increase The Board of Directors' Meeting passed a resolution approving the increase of the Company's registered capital from Baht 1,652,585,336 to Baht 1,693,899,970 by issuing 41,314,634 ordinary shares, with a par value of Baht 1 each, totaling Baht 41,314,634. Details of the capital increase are as follows: Type of Capital Increase Type of Share(s) Number of shares (shares) Par value (Baht per share) Total (Baht) ? Specific Use of Proceeds Ordinary Not exceeding 41,314,634 1 41,314,634 ? General Mandate - - - - 2. Allotment of Capital Increase Shares (in case of Specific Use of Proceeds) 2.1 Details of Allotment: Allotted to Number of Shares Ratio (Existing : New) Sale Price (Baht per share) Subscription and Payment Period Remark Existing Shareholders Not exceeding 41,314,634 40 : 1 - For Dividend Payment Share Dividend 2.2 The Company's action against fraction of shares: In case of any fraction of shares remaining from the calculation based on the ratio specified in Item 2.1, the Company will make dividend payment in cash for such fraction of shares at the rate of Baht 0.025 per share to substitute for share dividend. 3. Schedule for a Shareholders' Meeting to Approve the Capital Increase and Share Allotment The 2014 Annual Ordinary General Meeting of Shareholders is scheduled to be held on April 29, 2014, at 9:30 hours, at Supunnika Room on 4th Floor, No. 587 Viriyathavorn Building, Sutthisarnvinitchai Road, Dindaeng Subdistrict, Dindaeng District, Bangkok. The record date for the right to attend the 2014 Annual Ordinary General Meeting of Shareholders is scheduled for March 13, 2014 and the list of shareholders pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (1992) (including its Amendment) shall be collected by closing the share register for suspension of share transfer on March 14, 2014; and the record date for the right to receive dividend is scheduled for May 9, 2014 and the list of shareholders pursuant to Section 225 of the Securities and Exchange Act B.E. 2535 (1992) (including its Amendment) shall be collected by closing the share register for suspension of share transfer on May 12, 2014. 4. Approval of Capital Increase/Share Allotment by Relevant Government Agencies and Applicable Conditions (if any) 4.1 Approval by the 2014 Annual Ordinary General Meeting of Shareholders; 4.2 Registration of the capital increase with the Ministry of Commerce; 4.3 Permission of the Stock Exchange of Thailand for listing of the newly issued ordinary shares for capital increase on the Stock Exchange. 5. Purpose of Capital Increase and Use of Proceeds For allotment of share dividend to the existing shareholders as return on investment for shareholders. 6. Benefits to the Company from Capital Increase/Share Allotment (1) To enhance the liquidity in the Company's shares; (2) To maintain the liquidity of the Company's working capital. 7. Benefits to Shareholders from Capital Increase/Share Allotment 7.1 Dividend Policy The Company has a policy to make dividend payment to shareholders at the rate expected to be not less than 40 percent of the net profit after deduction of taxes each year; whereby the dividend payment will be made in the following year, provided that there is no any other necessary requirement and such dividend payment shall not give rise to any material impact on the Company's normal operations. 7.2 Shareholders' Rights Shareholders who have received share dividend allotment shall be entitled to receive the Company's dividend in the future, and enjoy such rights equivalent to the Company's existing ordinary shares in all respects. 7.3 Others - None - 8. Other Details Necessary for Shareholders' Decision to Approve the Capital Increase/Share Allotment - None - 9. Schedule of Arrangements after the Board of Directors' Approval for Capital Increase/Share Allotment No. Arrangements Date 1. Board of Directors' Meeting No. 1/2014 February 26, 2014 2. Record date for the right to attend the Ordinary General Meeting of Shareholders March 13, 2014 3. Closing date of the share register for the right to attend the Ordinary General Meeting of Shareholders March 14, 2014 4. The 2014 Annual Ordinary General Meeting of Shareholders April 29, 2014 5. Record date for the right to receive dividend May 9, 2014 6. Closing date of the share register for the right to receive dividend May 12, 2014 7. Date of dividend payment and share dividend May 28, 2014 The Company hereby certifies that the information contained in this report form is true and complete in all respects. Signed: Authorized Director of the Company (Mr. Prasert Marittanaporn) Director Signed: Authorized Director of the Company (Mr. Anukool Tuntimas) Director ______________________________________________________________________ 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. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.