Date/Time
28 Apr 2022 18:19:12
Headline
Resolution of the 2022 Annual General Meeting of Shareholders
Symbol
ACAP
Source
ACAP
Full Detailed News
Shareholders meeting's resolution
Subject : Shareholders meeting's resolution
Shareholder's meeting date : 28-Apr-2022
Meeting's resolution : Accordingly approved with board's
resolution
Remark :
-Translation-
ELCIDACAP010/2022
28 April 2022
Subject : Resolution of the 2022 Annual General Meeting of Shareholders
To : President
The Stock Exchange of Thailand
Asia Capital Group Public Company Limited ("the Company") convened the 2022
Annual General Meeting of Shareholders held on Thursday 28 April 2022 at 9.00
a.m. at Jazzotel Hotel, Orchestra Ballroom, 2nd Floor, located at 514 Soi
Ramkhamhaeng 39 (Thepleela 1) Prachautit Road, Wangthonglang Subdistrict,
Wangthonglang District, Bangkok 10310. At the beginning of the meeting, the
meeting has all attendees of 30 persons (Shareholders in person 3 persons and
Proxies 27 persons), equivalent to 161,316,184 shares or 50.98% of total paid-up
capital 316,411,160 shares, constituting a quorum in accordance with the
Company's Article of Association. The resolutions of each agenda were as
follows:
1. Adopted the Minutes of the 2021 Annual General Meeting of Shareholders held
on Monday 26 April 2021. The Meeting unanimously resolved to approve with a
major vote of the shareholders who attended the Meeting and casted their votes
as follows:
Approved 165,586,184 votes equal to 100.00 Percent
Disapproved 0 votes equal to 0.00 Percent
Abstained 0 votes equal to 0.00 Percent
Invalid Votes 0 votes equal to 0.00 Percent
Total of Attendees in the Meeting (persons): 32
2. Acknowledged the Company's performance report for the year 2021.
(This agenda is for acknowledgement. There was no requirement for resolution.)
3. Acknowledged the auditor's report and approved the financial statements of
the Company for the year ended 31 December 2021, which has been audited and
certified by the auditor of ANS Audit Co.,Ltd, and has been approved by the
Audit Committee.
The Meeting unanimously resolved to approve with a major vote of the
shareholders who attended the Meeting and casted their votes as follows:
Approved 165,586,184 votes equal to 100.00 Percent
Disapproved 0 votes equal to 0.00 Percent
Abstained 0 votes equal to 0.00 Percent
Invalid Votes 0 votes equal to 0.00 Percent
Total of Attendees in the Meeting (persons): 32
4. Approved the allocation of retained earnings and no dividend payment for the
Company's 2021 performance because of the net loss from business operation
The Meeting unanimously resolved to approve with a major vote of the
shareholders who attended the Meeting and casted their votes as follows:
Approved 165,586,184 votes equal to 100.00 Percent
Disapproved 0 votes equal to 0.00 Percent
Abstained 0 votes equal to 0.00 Percent
Invalid Votes 0 votes equal to 0.00 Percent
Total of Attendees in the Meeting (persons): 32
5. Approved to set the directors' remuneration for the year 2022 as follows:
5.1) Chairman of the Board shall receive a meeting allowance of 20,000 baht per
attendance of the Board of Directors' Meeting and Directors of the Company shall
receive a meeting allowance of 15,000 baht per attendance of the Board of
Directors' Meeting.
5.2) Chairman of Audit Committees and Audit Committees shall receive a meeting
allowance of 15,000 baht per attendance of the Audit Committees' Meeting.
5.3) Meeting allowance for the year 2022 specified in Clause 5.1 and 5.2 shall
not exceed 1,700,000 baht in total.
5.4) The Company shall pay special remuneration to all members of the Board of
Directors in the amount not more than 3,000,000 baht. The special remuneration
will be paid in addition to remuneration specified in Clause 5.1 and 5.2 with no
other benefits. The payment shall be made after the Company's consolidated
financial statements for the year 2022 has been approved by the 2023 Annual
General Meeting for the Shareholders.
The Meeting unanimously resolved to approve with the affirmative votes of not
less than two-thirds of the votes of the shareholders who attended the Meeting
and had the right to vote as follows:
Approved 165,586,184 votes equal to 100.00 Percent
Disapproved 0 votes equal to 0.00 Percent
Abstained 0 votes equal to 0.00 Percent
Invalid Votes 0 votes equal to 0.00 Percent
Total of Attendees in the Meeting (persons): 32
6. Approved to appoint Sam Nak-Ngan A.M.C. Co.,Ltd., as the Company's Auditor.
Sam Nak-Ngan A.M.C. Co.,Ltd. has appointed the statutory auditors as follows:
1) Mr.Ampol Chamnongwat Certified Public Accountant No. 4663 or
2) Ms.Praphasri Leelasupha Certified Public Accountant No. 9445 or
3) Mr.Naris Saowalagsakul Certified Public Accountant No. 4054 or
4) Ms.Gunyanun Punyaviwat Certified Public Accountant No. 3495 or
Be appointed as the Company's auditors, any one of them being authorized
to conduct the audit and express an opinion on the Finanacial Statements. In
the absence of the above-named auditors, Sam Nak-Ngan A.M.C. is authorized to
identify one other Certified Public Accountant within Sam Nak-Ngan A.M.C.
Co.,Ltd. to carry out the work. By determining the audit fee for the year 2022
will be in total of 1,800,000 baht.
The Meeting unanimously resolved to approve with a major vote of the
shareholders who attended the Meeting and casted their votes as follows:
Approved 165,586,184 votes equal to 100.00 Percent
Disapproved 0 votes equal to 0.00 Percent
Abstained 0 votes equal to 0.00 Percent
Invalid Votes 0 votes equal to 0.00 Percent
Total of Attendees in the Meeting (persons): 32
7. Approved the re-election of 3 directors, who are dued to retire by rotation
for the year 2020 as follows:
1) Mr. Boonrat Winyukanon : Chairman of the Board
2) Mr. Phaitoon Aroonpunt : Independent Director/ Audit Committee
3) Mr. Wises Nuitoom : Director
All 3 directors have been approved to resume their positions as the directors
of the Company for another session. The vote for re-election of directors, who
are dued to retire by rotation as this agenda, the Meeting set the resolution as
individual vote as follows:
7.1) Mr. Boonrat Winyukanon
The Meeting unanimously resolved to approve with a major vote of the
shareholders who attended the Meeting and casted their votes as follows:
Approved 165,586,184 votes equal to 100.00 Percent
Disapproved 0 votes equal to 0.00 Percent
Abstained 0 votes equal to 0.00 Percent
Invalid Votes 0 votes equal to 0.00 Percent
Total of Attendees in the Meeting (persons): 32
7.2) Mr. Phaitoon Aroonpunt
The Meeting unanimously resolved to approve with a major vote of the
shareholders who attended the Meeting and casted their votes as follows:
Approved 165,586,184 votes equal to 100.00 Percent
Disapproved 0 votes equal to 0.00 Percent
Abstained 0 votes equal to 0.00 Percent
Invalid Votes 0 votes equal to 0.00 Percent
Total of Attendees in the Meeting (persons): 32
7.3) Mr. Wises Nuitoom
The Meeting unanimously resolved to approve with a major vote of the
shareholders who attended the Meeting and casted their votes as follows:
Approved 165,586,184 votes equal to 100.00 Percent
Disapproved 0 votes equal to 0.00 Percent
Abstained 0 votes equal to 0.00 Percent
Invalid Votes 0 votes equal to 0.00 Percent
Total of Attendees in the Meeting (persons): 32
8. Other Matters
--- None ---
Please be informed accordingly.
Yours Sincerely,
Asia Capital Group Public Company Limited
...............................................................
(Mr. Anuchai Vitnalakorn)
Acting Chief Executive Officer
Authorized to sign on behalf of the Company
Corporate Secretarial:
02-793-3977
______________________________________________________________________
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.