Date/Time 03 Mar 2025 06:45:00

Headline

Notification of the Resolution of the Board of Directors regarding the Acquisition of Assets Transaction, the Dividend Payment, and Scheduling the Date of the Annual General Meeting of Shareholders for the year 2025.

Symbol STX
Source STX
Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 28-Feb-2025 Shareholder's meeting date : 30-Apr-2025 Beginning time of meeting (hh:mm) : 10 : 00 Record date for the right to attend the : 17-Mar-2025 meeting Ex-meeting date : 14-Mar-2025 Significant agenda item : - Cash dividend payment - Acquisition and disposition of assets - Changing / renewal of the term of the director(s) Venue of the meeting : e-Meeting Agenda Item : 1 Agenda Detail : Acknowledgement of the Company's Performance for the Year 2024 Type : To acknowledge Board's Resolution : The Board of Directors proposed to the Annual General Meeting of Shareholders to acknowledge the Report of the Board of Directors for the year 2024, and operating results of the Company for the year ended 31 December 2024. Agenda Item : 2 Agenda Detail : Consider and Approve the Company's Financial Statements for the Year 2024 Ending 31 December 2024 Type : To Consider and approve Board's Resolution : The Board of Directors agreed to propose to the Annual General Meeting of Shareholders consider and approve the financial statement for the year 2024, which ended on 31 December 2024, which has been reviewed by the Audit Committee and audited by a certified public accountant. Agenda Item : 3 Agenda Detail : Consider and Approve the Allocation of Profit as Legal Reserve and Dividend Payment Type : To Consider and approve Board's Resolution : The Board of Directors approved to propose to the Annual General Meeting of Shareholders for consideration and approval of the allocation of the net profit as a legal reserve and dividend payment as follows: 1. Allocation of profits from the operating results of the year 2024 as a legal reserve in the amount of THB 2,248,510, representing not less than 5 percent of the annual net profit after deducting accumulated losses. 2. The dividend payment from operating result for the year 2024 to common shareholders at the rate of 0.10 baht per share, or 30,713,460 Baht, representing 68.30 percent of the net profit of its separated financial statement, in accordance with the Company's dividend payment policy. The record date for determining the list of shareholders entitled to receive the dividend shall be 17 March 2025. However, the entitlement to such dividend remains uncertain as it is subject to approval by the Shareholders' Meeting. Moreover, the Board of Directors' Meeting No. 3/2024, held on 2 May 2024, had resolved to approve the interim dividend payment from the retained earnings of the Company at the rate of THB 0.055 per share, totaling THB 16,892,403. The Company had paid the dividend to the shareholders on 30 May 2024. Agenda Item : 4 Agenda Detail : Consider the Election of Directors to Replace Those Retiring by Rotation Type : To consider and approve the appointment of directors Board's Resolution : The Board of Directors, excluding the directors to be retired by rotation in Annual General Meeting of Shareholders, has thoroughly considered and agreed with the Nomination and Compensation Committee to propose to the Annual General Meeting of Shareholders to consider the election of the three retiring directors for another term, namely 1. Mr. Ikuo Ano Vice Chairman 2. Mr. Yohei Ano Director 3. Mr. Jareanrat Pingclasai Director, Executive Committee Member, Risk Management Committee Member. Please note that the Company has published and invited the Shareholders to propose director candidate in advance. However, there is no proposal from the Shareholders. Agenda Item : 5 Agenda Detail : Consider and Approve the Remuneration of Directors for the Year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors with the Nomination and Compensation Committee to propose to the Annual General Meeting of Shareholders to consider and approve director's remunerations as follows: 1. The monthly remuneration, which is equal to the directors' remuneration for the year 2024 2. Director's Bonus at a rate of 0.6 times the director's monthly remuneration, amounting to THB 156,000. 3. The special remuneration for securing a New Mine in the amount of THB 260,000 (at a rate of 1 time the monthly remuneration), payable upon the transfer of ordinary shares of Boonthavorn Mining Company Limited. Agenda Item : 6 Agenda Detail : Consider and Approve the Appointment of the Auditor and the Determination of the Auditor's Fee of the Company for the Year 2025 Type : To Consider and approve Board's Resolution : The Board of Directors agreed with Audit Committee to appoint the auditors from PricewaterhouseCoopers ABAS Ltd., a certified auditor by the Office of Securities and Exchange Commission (the "SEC"), serves as the auditor for the Company and its subsidiaries for the fiscal year 2025 ended 31 December 2025. Any of the following auditors is authorized to review, audit, and express an opinion on the Company's financial statements: 1. Sukhumaporn Wong-ariyaporn License No. 4843 2. Varaporn Vorathitkul License No. 4474 3. Nopanuch Apichatsatien License No. 5266 Additionally, the auditor's fees shall be THB 2,257,500. This amount excludes other related expenses charged as incurred, such as travel expenses, postal fees, and communication costs. The proposed audit fee is the same rate as the audit fee for the fiscal year 2024. Agenda Item : 7 Agenda Detail : Consider and approve the Acquisition of Assets in the Investment Transaction in Ordinary Shares of Boonthavorn Mining Company Limited. Type : To Consider and approve Board's Resolution : The Board of Directors propose to the 2025 AGM to consider and approve the acquisition of assets by purchasing ordinary shares in Boonthavorn Mining Co., Ltd., ("BTV") totaling 100% of the total issued and paid-up shares of BTV, THB totaling not exceeding THB 212.79 million. After acquiring the ordinary shares of BTV, which is engaged in the mining and other quarrying business operator, the Company plans to make additional investments in buildings, structures, machinery, and equipment, with a total value not exceeding THB 202.65 million ("Additional Investment"). In this regard, the aforementioned Purchase of Ordinary Shares in BTV and Additional Investment are considered as asset acquisition. The total transaction size as calculated based on various methods specified in the Notifications on Acquisition or Disposal has the maximum transaction size equal to 43.67% in which the transaction size of Purchase of Ordinary Shares in BTV equal to 22.37% and the transaction size of Additional Investment equal to 21.30% according to the total value consideration method, as referenced from the Company's consolidated financial statements ended on 31 December 2024, which when combined with the size of the asset acquisition transaction during the past 6 months prior the date of the Board of Directors resolved to approve the entering into this transaction, it will make the total asset acquisition transaction size equal to 44.75% according to the total value consideration method. Therefore, the size of the aforementioned transaction is equal to 15% or higher but lower than 50%, and is classified as a Class 2 Transaction. Hence, the Company has a duty to disclose the relevant information regarding the aforementioned transaction as follows: (1) Prepare a report and disclose information memorandum regarding the Company's entering into such transactions to the Stock Exchange of Thailand ("SET") according to Schedule (1) pursuant to the Notifications on Acquisition or Disposal. (2) Send a notice to shareholders regarding the assets acquisition of the Company within 21 days from the date of disclosure to the SET. However, since the Purchase of Ordinary Shares in BTV is considered as the purchase or an acquisition of the business of other company, the Company is required to convening a shareholders' meeting to seek approval for entering into the transaction (pursuant to Section 107(2) of the Public Company Limited Act B.E. 2535 (1992). Agenda Item : 8 Agenda Detail : Consider Other Matters (if any) Type : To Consider and approve ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Cash dividend payment Date of Board resolution : 28-Feb-2025 Type of dividend payment : Cash dividend payment Record date for the right to receive : 17-Mar-2025 dividends Ex-dividend date : 14-Mar-2025 Payment for : Common shareholders Cash dividend payment (baht per share) : 0.10 Par value (baht) : 1.00 Payment date : 30-May-2025 Paid from : Operating period from 01-Jan-2024 to 31-Dec-2024 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. IKUO ANO Position in company (1) : VICE CHAIRMAN Effective Date (1) : 01-Jan-2019 ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. JAREANRAT PINGCLASAI Position in company (1) : DIRECTOR Effective Date (1) : 09-Jul-2013 Position in company (2) : Executive Committee Member, Risk Management Committee Member ______________________________________________________________________ Change of director/Executive Re-election Director Name : Mr. YOHEI ANO Position in company (1) : DIRECTOR Effective Date (1) : 01-Jan-2019 ______________________________________________________________________ Auditors Appointment No : 1 Auditor Name : MISS SUKHUMAPORN WONG-ARIYAPORN CPA License No. : 4843 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 2 Auditor Name : MISS VARAPORN VORATHITIKUL CPA License No. : 4474 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 No : 3 Auditor Name : MISS NOPANUCH APICHATSATIEN CPA License No. : 5266 Accounting and Audit firm : PRICEWATERHOUSE COOPERS ABAS LIMITED Audit End Date : 31-Dec-2025 ______________________________________________________________________ Acquisition or disposition of assets The Board of Directors propose to the 2025 AGM to consider and approve the acquisition of assets by purchasing ordinary shares in Boonthavorn Mining Co., Ltd., ("BTV") totaling 100% of the total issued and paid-up shares of BTV, THB totaling not exceeding THB 212.79 million. After acquiring the ordinary shares of BTV, which is engaged in the mining and other quarrying business operator, the Company plans to make additional investments in buildings, structures, machinery, and equipment, with a total value not exceeding THB 202.65 million ("Additional Investment"). In this regard, the aforementioned Purchase of Ordinary Shares in BTV and Additional Investment are considered as asset acquisition. The total transaction size as calculated based on various methods specified in the Notifications on Acquisition or Disposal has the maximum transaction size equal to 43.67% in which the transaction size of Purchase of Ordinary Shares in BTV equal to 22.37% and the transaction size of Additional Investment equal to 21.30% according to the total value consideration method, as referenced from the Company's consolidated financial statements ended on 31 December 2024, which when combined with the size of the asset acquisition transaction during the past 6 months prior the date of the Board of Directors resolved to approve the entering into this transaction, it will make the total asset acquisition transaction size equal to 44.75% according to the total value consideration method. Therefore, the size of the aforementioned transaction is equal to 15% or higher but lower than 50%, and is classified as a Class 2 Transaction. Hence, the Company has a duty to disclose the relevant information regarding the aforementioned transaction as follows: (1) Prepare a report and disclose information memorandum regarding the Company's entering into such transactions to the Stock Exchange of Thailand ("SET") according to Schedule (1) pursuant to the Notifications on Acquisition or Disposal. (2) Send a notice to shareholders regarding the assets acquisition of the Company within 21 days from the date of disclosure to the SET. However, since the Purchase of Ordinary Shares in BTV is considered as the purchase or an acquisition of the business of other company, the Company is required to convening a shareholders' meeting to seek approval for entering into the transaction (pursuant to Section 107(2) of the Public Company Limited Act B.E. 2535 (1992). ______________________________________________________________________ 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. 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