Letter No: MT60/05

 

3 March 2017

 

Subject         Invitation to 2017 General Shareholders’ meeting

Dear             Shareholders of Qualitech Public Company limited

Enclosure        1) Copy of Minute of the 2016 General Shareholders’ meeting

2) 2016 Annual Report

3) Brief Background of the nominated to be elected as company commission

4) Definition and Information of Independent Commission

5) Documents and Evidences presented for registration of meeting attendance

6) Regulation of the Company associated with shareholders’ meeting

7) Summary of the Scheme in Relation to the Issuance and Offering for Sale of Warrants to Purchase the Ordinary Shares of Qualitech Public Company Limited Issued to Executive and/or Employees of the Company No.2 (ESOP-W2)

8) Capital Increase Report Form

9) Barcode Registration Form

10) Letter of Attorney Form BA or C

11) Map of meeting location

As the meeting of Qualitech Public Limited Company (“Company”) 2/2017 held on 18 February 2017 has a resolution to arrange 2017 General Shareholders’ meeting on 5 April 2017 at 13.30 hrs. at The Emerald Hotel, 3rd Floor, Morakot Room with following agendas;

Agenda 1              Consideration for certifying the 2016 minutes of General Shareholders’ meeting

Fact and reason The Company arranged 2016 general shareholders’ meeting on 21 April 2016 and has submitted the minutes of meeting to Stock Exchange of Thailand and Ministry of Commerce within time stipulated by law. Details are according to the minutes as in enclosure 1
Comment of commission The minutes of 2016 General Shareholders’ meeting which was arranged on 21 April 2016 has been correctly and completely recorded, it is to be proposed in general shareholders’ meeting to certify such minutes.

Agenda 2              Acknowledgement of Company’s overall operational result in 2016

Fact and reason    2016 Overall operational report appeared in 2016 annual report as in enclosure 2 and the company has published it on website of the company on www.qualitechplc.com.

Comment of commission They agreed to proposed it in general shareholder’s meeting so as to acknowledge 2016 overall operational result of the company.

Agenda 3  Consideration for Financial Statement Approval in 2016 Ending on 31 December
2016

Fact and reason Annual Financial statement which ended on 31 December 2016 has been verified and endorsed by Mrs.Suvimol  Chrityakierne, the auditor of DIA International Auditing Company Limited and this statement has been determined by the audit committee which appeared in 2016 annual report of as in enclosure 2.

Detail of Dividend Payment

2016

2015

2014

1. Net Profit (Baht)

31,977,284.47

91,050,185.69

96,825,287.28

2. Profit Per Basic Share (Baht: Share)

0.32

0.92

1.00

3. Total Dividend per Share (Baht: Share)

0.25

0.65

0.70

3.1 Interim Dividend in First 6 months (Baht/ Share)

0.10

0.25

0.20

3.2 Dividend in last 6 months (Baht/ Share)

0.15

0.40

0.50

4. Total Paid Dividend (Baht)**

24,642,121.25

64,069,515.25

68,632,992.00

5. Number of Share with Dividend (Share)**

98,568,485

98,568,485

98,507,790

6. Ratio of Dividend Payment and Net profit

77.06%

70.37%

70.88%


Comment of commission The committee has considered and agreed to propose it in general shareholders’ meeting to consider approving accumulated profit accumulation in 2015 as follows;
To distribute of the dividend with rate of 0.25 Baht/share and total amount is 24,642,121.25 Baht according to policy of distribution of the dividend indicated that the company paid dividend not less than 40% of net profit which dividend has been paid with rate of 0.10 Baht/share on 7 September 2016 and the accrued in this tranche is 0.15 Baht/share. The derived from profit under BOI privilege according to list of shareholders in accession book on 7 March 2017 and lists were gathered according to section 225 paragraph 3 of Securities and Exchange Act B.E. 2535 (Revised in B.E. 2551) by closing accession book of share transfer suspension on 8 March 2017 and dividend was paid on 26 April 2017. All this, the right to receive dividend as the case may be uncertain due to it has to be approved from the shareholders meeting.

Agenda 5              Consideration for director appointment
5.1 Consideration to appoint 3 directors who retired by rotation

Fact and Reason According to regulation of the company item 18, in every shareholder’s meeting, the one-third of committee would be retired by rotation as the committee who stays longest would be retired; the retired can be reelected to take position again. This year, committee who retire by rotation include 3 following people;
1)  Mr.Sannpat Rattakham                    Committee
2)  Mr.Sumet Techachainiran                Committee             
3)  Mrs.Maneerat Rattakham                Committee
The Company received a resignation letter of Mr. Somyos Chiamchirungkorn from the positions of Director, Chairman of the Audit Committee and Chairman of the Nomination and Remuneration Committee with the effective date of 5 April 2017
To comply with policy of good governance associated with rights of shareholders, the company has announced to Stock Exchange of Thailand and on Website of the company during 1 October 2016 – 31 December 2016 to give rights to shareholders to propose agenda of general shareholders’ meeting and nominate a proper person to be selected as the company’s committee for prior consideration of the company’s board. However, no shareholders nominate a person to be selected.

5.2 Consideration to appoint a new and additional director

Fact and Reason Mr. Domdej Sripinproach has been working as Assistant Managing Director since 12 January 2016 and been exceptionally performed. Thus, for management efficiency, the Company would like to nominate Mr. Domdej Sripinproach to take a position of Director.

5.3 Consideration to appoint a director replacing Mr. Somyos Chiamchirungkorn who resigned

Fact and Reason The consideration was initiated due the resignation with effective date of 5 April 2017 of Mr. Somyos Chiamchirungkorn.

Should the shareholders approve the proposed appointments, the board would consist of 10 members, 9 existing members and 1 addition member, Mr. Domdej Sripinproach. For the appointment of Mr. Sumet Techachainiran, it was viewed as appropriate as an restructuring of the Company’s board of directors.

Agenda 6  Consideration for change of the authorized directors to sign to bind the company.
Comment of commission the board viewed as appropriate to change authorized directors and signatory for the Company to “Mr.Sannpat Rattakham’s signature, together with Mr.Sumet Techachainiran’s signature with the Company seal, or either Mr.Sannpat Rattakham’s signature or Mr.Sumet Techachainiran’s signature, together with either a signature of Miss.Rachaneewan Rawirach or Mr. Domdej Sripinproach with the Company’s seal”

Agenda 7  Consideration for the director’s remuneration for year 2017.

Fact and Reason According to Public Company Act B.E. 2535 Section 90, paying recompense to the committee complies with resolution of the meeting which consists of at least two-third vote of all attendants.

Remuneration Component

2017
(Proposed year)
2016
  1. Meeting allowance of the Company’s directors

-          Chairman

-          Directors

16,500 Baht/Time

11,000 Baht/Time

16,500 Baht/Time

11,000 Baht/Time

  1. Meeting allowance of the audit committee

-          Chairman

-          Directors

13,200 Baht/Time

11,000 Baht/Time

13,200 Baht/Time

11,000 Baht/Time

Remuneration Component

2017
(Proposed year)
2016
  1. Meeting allowance of the nomination and remuneration committee

-          Chairman

-          Directors

13,200 Baht/Time

11,000 Baht/Time

13,200 Baht/Time

11,000 Baht/Time

  1. Directors’ pension

Not exceed 3 Million Baht

Not exceed 3 Million Baht

  1. Monthly compensation of directors who are not permanent employees of the Company

10,000 Baht/Month

-

Remark : Meeting allowances are paid in attendance basis



Agenda 8 Consideration and appoint auditor and audit fee for year 2017.

Fact and Reason According to Public Company B.E. 2535 Section 120, annual general shareholders’ meeting shall appoint the auditor and stipulate auditing fee of the company yearly. The same auditor can be reappointed. 
In this year, the auditing committee of the company agreed that Mrs.Suvimol Krittayakiern, an auditor with license no 2982 or Miss Somjintana Pholhirunrat, an auditor with license no 5599 or Miss.Suphaphorn Mangjit, an auditor  with license no 8125 or Mr.Nopparoek Pissanuwong, an auditor with license no 7764 from DIA International Auditing Company Limited is reappointed to be the auditor of the company due to good standard of working performance, expertise in auditing, proper auditing fee and good performance throughout operation. 

Comment of commission The company’s committee has considered according to comments of auditing committee and agreed proposing in shareholders’ meeting to appoint Mrs.Suvimol Krittayakiern, an auditor with license no 2982 or Miss Somjintana Pholhirunrat, an auditor with license no 5599 or  Miss.Suphaphorn  Mangjit, an auditor  with license no 8125 (never been authorized in financial statements) or Mr.Nopparoek Pissanuwong, an auditor with license no 7764 (never been authorized in financial statements) from DIA International Auditing Company Limited as a company’s auditor in 2017. Auditing fee increased from 2016 for 100,000 Baht with following details;

 
List
2017
(Proposed year)
2016
Quarterly financial budget Verify Fee
360,000
330,000
Annual Financial Budget Check Fee
480,000
460,000
Total Quarterly Financial Budget Verify Fee
45,000
45,000
Total Annual Financial Budget Check Fee
20,000
15,000
Check Fee for 2 Investment Promote Cards
20,000
30,000
Quarterly Financial Budget Verify Fee for 2 Subsidiaries
115,000
60,000
Total Audit Fee
1,040,000
940,000


Nevertheless, DIA International Auditing Company Limited and auditors according to the proposed list had no relation or stakes with the company/ executive/ major shareholders or was not associated with above persons.

Agenda 9  To consider and approve the issuance and offering of 4,900,000 units of warrant to the Company’s management and/or employees Baht 0.00 per Unit.

#

Name - Lastname

Position

No. of Allocated Warrants (Units)

% of Total Warrants Offered

1

Mr. Sumet Techchainiran

Assistant Managing Director

245,000

5.00

2

Mr. Domdej Sripinproach

Ássistant Managing Director

245,000

5.00

3

Mr. Thavorn Kitcharoen

Non-Destructive Testing Department Manager

201,000

4.10

4

Mr. Rakchat Inthaphio

Plant Inspection Service Department Manager

200,000

4.08

5

Ms. Kunlanit Sarapab

Administrator Department Manager

200,000

4.08

6

Mrs. Wimol Saephung

Internal Audit Department Manager

200,000

4.08

7

Mrs. Suwanna Laohacharoensombat

Sale & Marketing Department Manager

200,000

4.08

Total

1,491,000

30.43

Comment of commission The board considered this matter is appropriate thus shall propose to the shareholders to approve the issuance and offering of 4,900,000 units of warrant  (“Warrant ESOP-W2”) to the Company’s management and/or employees.

Agenda 10 To consider and approve the increase of the Company’s registered capital from the existing registered capital of Baht 98,568,485 to Baht 103,468,485 by issuing 4,900,000 ordinary shares at the par value of Baht 1.00 per share for the exercise of the ESOP-Warrants and the amendment of Clause 4 of the Company’s Memorandum of Association to be in accordance with the increase of registered capital.

Comment of commission The board viewed as appropriate to propose to shareholders for approval of increase in registered capital from 98,568,485 Baht to 103,468,485 Baht, divided to 4,900,000 ordinary shares with par value of 1 Baht each to reserve for exercise of the warrant. It also propose to amend the Memorandum of Association accordingly as follows.

“Clause 4

Agenda 11 To consider and approve the allotment of new shares to reserve for the exercise of 4,900,000 units of ESOP-Warrant to the Company’s management and/or employees.


Agenda 12  Consideration for Other Matters (if any)

Fact and Reason According to Public Company Act B.E. 2535 section 105 Paragraph 2, when the company considered according to paragraph one, shareholders who have share not less than one-third of all distributed shares can request the meeting to consider other matters apart from specified in invitation letter
Comment of commission They agreed to open this agenda so that shareholders can make inquiry and/or express opinions about matters without voting but if the shareholders desire to consider and vote, there must be complying with principles and terms of law section 105 paragraph 2 as aforementioned.
Comment of commission They agreed to propose it in general shareholder’s meeting to approve 2016 financial statement ending on 31 December 2016 which has been verified by Mrs.Suvimol Chrityakierne, the auditor from DIA International Auditing Company limited and it has been determined by the audit committee which appeared in 2016 annual report of as in enclosure 2 which represents corporate financial position and performance in 2016. Essential information can be summarized as it follows.

Statements of Financial Position and statements of comprehensive income of Qualitech Public Company Limited and subsidiaries are as follows:
Total assets                                                503,931,891.01           Baht
Total liabilities                                   59,959,628.48           Baht
Total Income                                   449,070,147.71           Baht
Profit for the year **                           44,572,801.68           Baht
Earnings per share                                            0.45           Baht
** Profit for the year are owners of the company

Statements of Financial Position and statements of comprehensive income of Qualitech Public Company Limited are as follows:
Total assets                                                468,621,111.29           Baht
Total liabilities                                   62,066,576.68           Baht
Total Income                                   437,340,786.37           Baht
Profit for the year                               31,977,284.47           Baht
Earnings per share                                            0.32           Baht
Agenda 4       Consideration for Approving Profit Allocation in 2016 and Distribution of the dividend
Fact and Reason The Company has a policy of distribution of the dividend with at least 40% of net profit Transsexual porn star Wendy Williams has stated that transsexual Porn is classified as Straight Specialty. Kurt Wild, who appeared as a bottom in Lucas Entertainment Gigolos, is married to a woman and has three children. Types of anal sex can also be a part of lesbian sexual practices. Although interracial pornography theoretically can apply to depictions of sexual activity between performers of any different racial groups, the term is most commonly used for heterosexual sex acts between black and white performers. In S/M, the Sadist is usually the Top and the Masochist the Bottom, but these roles are frequently more complicated or jumbled . Particular areas and processes of the body that change during pregnancy may also become the focus of psychological investment, but nudity or sexual activity is not always essential, and in some cases actual pregnancy is not necessary to invoke arousal. Men may also rub or massage the glans, the rim of the glans, and the frenular delta. Two women tapegagged and cuffed to iron bars Bondage and Discipline are two aspects of BDSM that do not seem to relate to each other because of the type of activities involved, but they have conceptual similarities, and that is why they appear jointly. Specific sex acts Anal Anal pornography features anal penetration with a penis, dildo, other objects, or some combination of them. Sadomasochism is practiced in isolation relatively rarely, though some masochists report biting, pinching, or even stun-gunning themselves as a prelude to, or as part of, masturbation. Irrespective of the legal or social view of pornography, it has been used in a number of contexts. Transgender pornography features performers who cross-dress for sexual gratification, either for themselves or for their partners. Both forms of pornography generally contains nudity. Pornography is often distinguished from erotica, which consists of the portrayal porn hub celebrity of sexuality with high-art aspirations, focusing also on feelings and emotions, while pornography involves the depiction of acts in a sensational manner, with the entire focus on the physical act, so as to arouse quick intense reactions. after deducting corporate income tax and Reserve Tax stipulated by the law. However, the company may specify to distribute dividend in lower rate than aforementioned if the company has necessity to spend such net profit to extend its operation.
The company had net profit after deducting corporate income tax for 2016 with amount of 31,977,284.47 Baht; it was able to consider distributing dividend to shareholders according to section 115 of Public Company Act B.E. 2535 and regulation of the company item. 49 defining that the committee may allocate interim dividend to shareholders periodically when the company has sufficient profit to do so and it has been reported in general shareholder’s meeting for approval. Besides, according to Public Company Act B.E. 2535 section 116, the company shall allocate annual net profit as reserve fund for at least 5% of Net profit deducting with accumulated deficit (if any) until the reserved fund is not less than 10% of authorized capital. The company has completely specified reserved fund by law and it is not necessary for additional fund. The company proposed to allocate accumulated profit as dividend with rate of 0.65 Baht/share without dividend payment from overall operation result in first half of year 2016 with rate of 0.10 Baht/share on 7 September 2016 and the accrued in this tranche is 0.15 Baht/share. The derived from profit under BOI privilege. All this, the right to receive dividend as the case may be uncertain due to it has to be approved from the shareholders meeting. Nevertheless, the company stipulated list of shareholders who had rights to receive dividend on 7 March 2017 and the all lists were gathers according to section 225 of Securities and Exchange Act B.E. 2535 (including all revision) by closing accession book on 8 March 2017 and divided was paid on 26 April 2017 with comparative data between dividend payment rate in previous years.

Comment of commission Directors, excluding ones with conflict of interest, viewed as appropriate to nominate Mr. Sannpat Rattakham and Mrs. Maneerat Rattakham for reappointment since they are qualified as criteria specified by SEC, skillful and experienced in the Company businesses. The directors also nominate Mr, Somyos Chiamchirungkorn to take the position of Mr. Sument Techachainiran. Thus, the total persons nominated are 3 and each of them has 3-year term after the appointment by shareholders. Profiles of 3 nominated directors are shown in Enclosure 3.


Comment of commission The board viewed as appropriate due to the qualification stated by SEC, skills and experience in the Company’s businesses. Thus, the board would like to nominate Mr. Domdej Sripinproach to take a position of Director with 3-year term after the appointment. The profile is shown in Enclosure 3.

Comment of commission Directors, excluding ones with conflict of interest, viewed as appropriate to nominate Mr. Sumet Techachainiran for the appointment since he is qualified as criteria specified by SEC, skillful and experienced in the Company businesses. In case the shareholders approve, Mr. Sumet shall take the position of Mr. Somyos with the remaining term of office which is 2 years after the appointment. The profile is shown in Enclosure 3.
Fact and Reason The Company’s current authorized directors and signatory are “Mr. Sannpat Rattakham, Mr. Sumet Techachainiran and Mrs. Raschaneewan Raweeratch, 2 out of 3 directors together with the Company’s seal”.However, the Company has reformed the organization structure, thus the board purpose new authorized directors and signatory

Comment of commission The committee considered paying allowance for committee by thoroughly screening and recognizing suitability along with making a comparison with same industry, operation result of the company, performance of committee, duty and responsibility as well as overall economic condition. The committee has agreed proposing in shareholders’ meeting to approve stipulating allowance and attendance fee for committee in 2017 Details of directors’ remuneration are shown in the following table.
Fact and Reason The issuance and offering of 4,900,000 units of warrant to the Company’s and its subsidiaries’ management and/or employees (“ESOP-W2”). The objectives of these ESOP-Warrants are to reward the Company’s management and/or employees for their dedication and contribution to the Company’s success as well as to impel and motivate the determination of those management and/or employees in order to stimulate sustainable development. Further details of ESOP-Warrants are presented in the Preliminary Details of the Issuance and Offering of Warrant of Qualitech Public Company Limited to the Management and Employees of the Company and its Subsidiaries. The details are shown in Enclosure 7



List of all Executive and Employees eligible for the ESOP-Warrant (ESOP-W2) and the amount allocation
* Remark: The total amount of warrant are 4,900,000 units, and none of the executives receive the allocation more than 5% of the total warrant.

Fact and Reason As stated in Agenda 9, the Company needs to increase 4,900,000 Baht of its registered capital, divided into 4,900,000 ordinary shares with par value of 1.00 Baht each, from 98,568,485 Baht to 103,468,485 Baht of registered capital, divided into 103,465,485 ordinary shares with par value of 1.00 baht each, to reserve for exercise of the warrant as Enclosure 8. The Company also needs to amend clause 4 of Memorandum of Association to be in line with the change in registered capital.

The registered capital:    103,468,485  Baht     (One hundred and three million four hundred and
sixty eight thousand four hundred and eighty-five
baht)
Divided in to                    103,468,485  Shares (One hundred and three million four hundred and
sixty eight thousand four hundred and eighty-five
baht)
At a par value of                               1  Baht     (One baht)
Divided into:
Ordinary shares              103,468,485  Shares (One hundred and three million four hundred and
sixty eight thousand four hundred and eighty-five
baht)
Preferred shares                              -  Shares”  -None-
Fact and Reason As the Company is going to increase registered capital as Agenda 10, the Company has to propose to the shareholders for approval of allotment of new shares to reserve for the exercise of the 4,900,000 units of warrant.

Comment of commission The board viewed as appropriate to propose to the shareholders for approval of allotment of new shares to reserve for the exercise of the 4,900,000 units of warrant under considerations of executive committee or authorized persons by executive committee as follows.
1)      Specify and adjust terms, conditions and other details of the warrant ESOP-W2 without valuation under the scope specified by laws and are not significant matters, such as date, time, issuance method and exercise method.
2)      Negotiate and sign as authorized signatory on related contracts and documents.
3)      Sign as authorized signatory on requests and evidences related to the allotment of the warrant ESOP-W2, including contacting and filing the documents to agencies.
I would like to invite all shareholders or your attorney in fact to attend the meeting as scheduled date, time and place together.
To facilitate registration for shareholders’ meeting attendance, the shareholders and/or attorney in fact bring the letter with name of the shareholder or power of attorney along with identification evidence and show them to the register officers on the meeting date. The company has specified names of shareholders who have right to participate the meeting and vote on 7  March 2017 and gathered lists according to section 25 paragraph 3 of Securities and Exchange Act B.E. 2535 (Amended in B.E. 2551) by closing accession book on 8 March 2017.

 


Please be kindly notified

Sincerely yours



(Mr.Natee Boonpram)

Committee Chairman