หนังสือเชิญประชุมสามัญผู้ถือหุ้นปี 2566 INVITATION LETTER TO GENERAL SHAREHOLDERS’ MEETING YEAR 2023

Fact and reason  2022 Overall operational report appeared in Form 56-1 One Report as in enclosure 2 and the Company has published it on website of the Company on www.qualitechplc.com

The Board’s opinion The Board of Directors recommends shareholders to acknowledge 2022 overall operational result of the Company.

Voting  This agenda item was for acknowledgement, and there was no voting in this agenda.

Fact and reason   Annual Financial statement which ended on 31 December 2022 has been verified and endorsed by Miss Supaporn Mungjit, the auditor of D I A International Auditing Company Limited and this statement has been determined by the audit committee which appeared in Form 56-1 One Report of as in enclosure 2

The Board’s opinion   The Board of Directors agreed to propose it in general shareholder’s meeting to approve 2022 financial statement ending on 31 December 2022 which has been audited by the auditor from D I A International Auditing Company Limited, and has been reviewed by the audit committee which appeared in Form 56-1 One Report of as in enclosure 2 which represents corporate financial position and performance in 2022.
A summary is as follows.

                     Statements of Financial Position and statements of comprehensive income of Qualitech Public Company Limited and subsidiaries are as follows:

                     Total assets                                                         523,815,827.69                  Baht

                     Total liabilities                                                        80,636,436.66                  Baht

                     Total Income                                                        455,373,732.25                  Baht

                     Profit for the year for owners of the Company       17,856,192.25                 Baht

                     Earnings per share                                                              0.18                     Baht             

                     Statements of Financial Position and statements of comprehensive income of Qualitech Public Company Limited are as follows:

                     Total assets                                                         512,312,308.72                  Baht

                     Total liabilities                                                        78,144,006.11                  Baht

                     Total Income                                                        420,753,963.62                  Baht

                     Profit for the year                                                   18,299,948.97                  Baht

                     Earnings per share                                                                0.19                  Baht

Voting on this agenda item has to be approved by the majority of shareholders who attended the meeting and had the right to vote.

Fact and Reason The Company has a policy of distribution of the dividend with at least 40% of net profit after deducting corporate income tax and Reserve Tax stipulated by the law. Dividend distribution must consider the company's overall performance, economic condition, the company’s cash flow as well as the company's and subsidiaries' future investment plans and other relevant factors. However, the dividend distribution may differ from company policy or be omitted as determined and approved by The Company's Board of Directors and forward the proposal to the Annual General Meeting to approve.

          The company is in the process of extending its operation and has necessity to reserve cash for operational working capital and the company’s investing costs. These may specify to omitted dividend distribution, The board viewed as appropriate to propose to the shareholders for consideration of omission dividend payment for the Company’s performance of the year 2022

The Board’s opinion The board viewed as appropriate to propose to the shareholders for consideration of omission dividend payment for the Company’s performance of the year 2022, due to the company’s ongoing expansion and has necessity to reserve cash for operational working capital and the company’s investing costs.

Voting on this agenda item must be approved by the majority of shareholders who attended the meeting and had the right to vote.

5.1  To consider the election of directors to replace those due to retire 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 2 following people;

               1)  Mr. Nick Thanapoomikul             Director /  Risk Management Committee / Executive Director 

               2)  Mr. Somkiat Aramruangkul          Director /  Risk Management Committee / Executive Director

               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 2022 – 31 December 2022 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 shareholder proposed the agenda or nominated candidates to be elected as Directors in advance.

               The Nomination and Remuneration Committee viewed as appropriate to propose to the shareholders to reappoint Mr. Nick Thanapoomikul and Mr. Somkiat Aramruangkul to resume the directorship for another term after the retirement by rotation.

The Board’s opinion The Board of Directors which does not include nominees agrees with the Nomination and Remuneration Committee that appoint Mr. Nick Thanapoomikul and Mr. Somkiat Aramruangkul, directors who retired by rotation are qualified according to principles stipulated by Capital Market Supervisory Board to be experts who have ability, skills and specialized experience and qualified to operate the Company’s business. Therefore, the meeting agreed to appoint Mr.Somchai Jongsirilerd and Mr.Supachock Sirichantaradilok to be Director of the Company, who retired by rotation, to hold directors’ positions for another period If these 2 were selected as agree at the shareholders' meeting, they would hold positions with 3-year term after the appointment. Details of brief background of these three committees are in enclosure 3

Voting on this agenda item must be approved by the majority of shareholders who attended the meeting and had the right to vote.

             5.2 To consider the election of directors to replace those due to resignation.

Fact and Reason  Regarding to Pol. Lt. Gen. Sompong Chingduang has resigned from director position which will be effective on 17 October 2022 onward, Since the resignation of Pol. Lt. Gen. Sompong Chingduang, the company has not recruited and selected a replacement director, the Nomination and Remuneration Committee agreed to propose to the shareholders' meeting to appoint  Mr. Pitak Pruittisarikorn to replace the resigned director’s position. 

The Board’s opinion  The nominated person this time, the committee which does not include stakeholders agrees with considered by the Nomination and Remuneration Committee that the nominated person is required to be an Independent Director who is qualified according to the law that related to rules and regulations of an independent director. Mr. Pitak Pruittisarikorn is considered to be a qualified person according to principles stipulated by Capital Market Supervisory Board to be experts who have ability, skills and experiences in business relevant to the operation of the company. The Company considered and agreed to propose to the shareholders' meeting to appoint Mr. Pitak Pruittisarikorn to take the position of Independent Director for a 3-year term after the appointment. Details of brief background of nominated candidates are in  enclosure 3. 

Voting on this agenda item must be approved by the majority of shareholders who attended the meeting and had the right to vote.

Fact and Reason  According to Company’s objective article 34 Paragraph 1: the remuneration of the Director is set in the form of the monthly salary, meeting attendance fee, pension, bonus, and other welfare payment in accordance with the articles or as considered of the shareholders’ meeting which may be defined as a definite number, or set the rules and follow them from time to time, or they will be in effect indefinitely until changed.

The Board’s opinion The Board of Directors 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 to propose in shareholders’ meeting to approve stipulating allowance and attendance fee for committee in 2023 Details of directors’ remuneration are shown in the following table.

Voting on this agenda item must be approved by at least 2/3 votes of all shareholders who attended the meeting and had the right to vote

Fact and Reason According to Public Company B.E. 2535 Section 120, the 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 Miss. Suphaphorn Mangjit, an auditor with license no.8125 or Miss. Somjintana Pholhirunrut, an auditor with license no. 5599 or Mr. Viroj Satjathamnukul, an auditor with license no.5128 or Mr. Nopparoek Pissanuwong, an auditor with license no.7764 from D I A International Auditing Company Limited are proposed to be reappointed to be the auditor of the Company due to
D I A International Auditing Company Limited approved by the Security and Exchange Commission, good standard of working performance, expertise in auditing, proper auditing fee and good performance throughout operation.  

The Board’s opinion The Board of Directors has considered according to comments of auditing committee and agreed proposing in shareholders’ meeting to appoint Miss. Suphaphorn Mangjit, an auditor with license no.8125 (never certified in the Company financial statements) or Miss. Somjintana Pholhirunrut, an auditor with license
no.5599 or Mr. Viroj Satjathamnukul, an auditor with license no.5128 (never certified in the Company financial statements) or Mr. Nopparoek Pissanuwong, an auditor with license no 7764 (never certified in the Company financial statements) from D I A International Auditing Company Limited as a Company’s and subsidiaries auditor in 2023. Auditing fee and other service is increase from last year by 150,000 Baht with following details.

          Nevertheless, D I A 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 the above persons.

Voting on this agenda item must be approved by the majority of shareholders who attended the meeting and had the right to vote.

Fact and Reason  According to the announcement Public Limited Company Act (No. 4) B.E. 2565 which effective since 24 May 2022, to amend the Articles of Association of the Company according to the Public Limited Company Act on various articles which including sending a notice of General Shareholders’ Meeting, announcing, and advertising of the company via electric media. Result in an amendment of Article 28 and 36 according to the Public Limited Company Act (No. 4) B.E. 2565. Furthermore, the Board of Directors' meeting resolution to cancel the company seal. As a result, Articles 33 and 51 of the Company's Articles of Association must be amended to reflect the cancellation of the Company's seal.

The Board’s opinion the board viewed as appropriate to propose to the shareholders to approve for the additional amendment of the Articles of Association are as follows;

Voting on this agenda item must be approved by at least 3/4 votes of all shareholders who attended the meeting and had the right to vote.

Fact and Reason   According to Public Company Act B.E. 2535 section 105 Paragraph 2, according to 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

The Board’s opinion The Board of Directors 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.  

            The Company has fixed the Record Date on which shareholders have the right to attend the 2023 AGM on Tuesday March 14, 2023.

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.