ข่าวแจ้งตลาดหลักทรัพย์
21 มกราคม 2553
EGMresolution1/2010 Decreae-Increase capital allotment share
No. CK-10-0000-PO-L-0004
January 21, 2010
Re: Notification of Resolutions of the Extraordinary General Meeting of
Shareholders No. 1/2010
Attention: President of the Stock Exchange of Thailand
As CH. Karnchang Public Company Limited ("The Company") held the
Extraordinary General Meeting of Shareholders No. 1/2010 on January 20, 2010
at 9:30 a.m. at Supunnika Room on the 4th Floor, No. 587 Viriyathavorn
Building, Sutthisarnwinitchai Road, Dindaeng Subdistrict, Dindaeng District,
Bangkok. The Extraordinary General Meeting of Shareholders No. 1/2010 passed
the following resolutions:
1. Approve the Minute of the 2009 Annual Ordinary General Meeting of
Shareholders held on 23 April 2009, with unanimous votes as follows:
740,446,657 favorable vote(s), representing 100.0000 percent
0 unfavorable vote(s), representing 0.0000 percent
0 abstaining vote(s), representing 0.0000 percent
2. Approve the reduction of the Company's registered capital by means
of canceling 3,987,831 unissued ordinary shares which accounted for the
registered capital of 3,987,831 Baht from the registered capital of
1,450,000,000 Baht to the registered capital of 1,446,012,169 Baht
which is equivalent to the paid-up capital of which this agenda should have an
approval resolution with the votes of not less than three-fourth of the total
of shareholders attending the meeting and casting votes. The Shareholder
Meeting therefore had an approval resolution with unanimous votes as follows:
740,543,657 favorable vote(s), representing 100.0000 percent
0 unfavorable vote(s), representing 0.0000 percent
0 abstaining vote(s), representing 0.0000 percent
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3. Approve the amendment of Clause 4 of the Company's Memorandum of
Association in accordance with the reduction of the Company's registered
capital as follows;
"Clause 4. Registered Capital 1,446,012,169 Baht
Divided into 1,446,012,169 Share
Par value per share 1 Baht
Divided into
Ordinary shares 1,446,012,169 Share
Preferred shares - Share"
of which this agenda should have an approval resolution with the votes of not
less than three-fourth of the total of shareholders attending the meeting and
casting votes. The Shareholder Meeting therefore had an approval resolution
with unanimous votes as follows:
749,756,557 favorable vote(s), representing 100.0000 percent
0 unfavorable vote(s),representing 0.0000 percent
0 abstaining vote(s), representing 0.0000 percent
4. Approve the increase of the Company's registered capital by
206,573,167 Baht from the registered capital of 1,446,012,169 Baht to the
registered capital of 1,652,585,336 Baht by means of the issuing 206,573,167
ordinary shares with par value of 1 Baht. The Company will use the proceeds
received from this capital increase to support the Company's business expansion
and working capital in the business operation of which this agenda should have
an approval resolution with the votes of not less than three-fourth of the
total of shareholders attending the meeting and casting votes. The Shareholder
Meeting therefore had an approval resolution with unanimous votes as follows:
750,704,369 favorable vote(s), representing 100.0000 percent
0 unfavorable vote(s), representing 0.0000 percent
0 abstaining vote(s), representing 0.0000 percent
5. Approve the allotment of 206,573,167 ordinary shares. The
details of the allotment are as follows:
Allot 206,573,167 ordinary shares (two hundred and six million five
hundred seventy three thousand one hundred and sixty seven shares) to existing
shareholders in proportion to their shareholding (Right Offering) to
shareholders who have the right to subscribe for the share allotment by right
offering as whose names recorded in the Record Date for the right to subscribe
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for the share allotment by right offering on February 5, 2010 and to collect
the shareholder list in compliance with Section 225 of the Securities and
Exchange Act by closing the share register for suspension of share transfer on
February 8, 2010 at the offering ratio of 7 existing ordinary shares
to 1 new ordinary share while fraction of shares shall be discarded. The
offering price shall be discounted by 15% from the weighted average price
during the 15 working days prior to the date of the Board of Directors'
Meeting, which is 5.34 Baht. The subscription and payment period
shall be on February 22-26, 2010.
The existing shareholders are entitled to subscribe for the share
allotment by right offering in excess of their entitlements. The Company shall
allot the remaining share from the entitled share subscription to shareholders
who subscribe in excess of their entitlements by pro-rata until there
are no share remaining or no shareholder subscribe for such shares in
accordance with the following rules:
1) The existing shareholders are entitled to subscribe for the share
allotment by right offering in excess of their entitlements provided that they
must subscribe and pay for the shares in excess of their entitlements at the
same time when they subscribed for the shares to which they are entitled to at
the same price offered to the existing shareholders.
2) In case the amount of shares that shareholders subscribe in excess of
their entitlements is more than the amount of remaining shares, the remaining
shares shall be allotted to shareholders who subscribe in excess of their
entitlement and pay for the shares by pro-rata to all shareholders
who subscribe in excess of their entitlement in accordance with their
shareholding until there are no share remaining. The Company shall refund the
payment for unalloted shares to shareholders with no interest within 14 days
of the last subscription date.
3) In case the amount of shares that shareholders subscribe in excess of
their entitlements is less than the amount of remaining shares, the remaining
shares shall be allotted to all shareholders who subscribe in excess of their
entitlement.
4) In case there are remaining shares from the share subscription, the
Board of Directors and/or any person(s) authorized the Board of Directors with
the authority to offer the remaining shares to the investors by way of private
placement including institutional investors and/or investors with specific
characteristic at any price that the Board of Director deems appropriated
but the price must not be lower than the price offers to existing shareholders
in compliance with
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the notification of the Capital Market Supervisory Board TorChor 28/2008. The
offer can be made from time to time or at one time. If the person that the
Company offered to sell shares is the connected person of the Company, the
Company must comply with the regulation of the Stock Exchange of Thailand
regarding connected transaction prior to the share offering, with
unanimous votes as follows:
750,859,269 favorable vote(s), representing 100.0000 percent
0 unfavorable vote(s), representing 0.0000 percent
0 abstaining vote(s), representing 0.0000 percent
6. Approve the amendment of Clause 4 of the Company's Memorandum of
Association in accordance with the increase of the Company's registered
capital as follows;
"Clause 4. Registered Capital 1,652,585,336 Baht
Divided into 1,652,585,336 Share
Par value per share 1 Baht
Divided into
Ordinary shares 1,652,585,336 Share
Preferred shares - Share"
of which this agenda should have an approval resolution with the votes of not
less than three-fourth of the total of shareholders attending the meeting and
casting votes. The Shareholder Meeting therefore had an approval resolution
with unanimous votes as follows:
750,859,269 favorable vote(s), representing 100.0000 percent
0 unfavorable vote(s), representing 0.0000 percent
0 abstaining vote(s), representing 0.0000 percent
Please be informed accordingly.
Very truly yours,
- Signature -
(Mr. Plew Trivisvavet)
Chief Executive Officer
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