to - Somboon Advance Technology Public Company

(Translation)
Minutes of the Annual General Meeting of Shareholders for 2014
Wednesday, April 23, 2014 at 10.00 - 12.00 a.m.
At the Army Club, 3rd Floor, Makawan Rangsan Room,
Vipahavadi-Rangsit Road, Samsen Nai, Phayathai, Bangkok,
Mr. Sansern Wongcha-um, the Chairman of the Board of Directors, was elected the Chairman of
the Meeting. He informed that there were 173 shareholders attending in person and by proxy,
representing 231,623,602 shares or 54.47 % of registered shares thus forming a quorum as per
the Articles of Association of Somboon Advance Technology Public Company Limited (the
Company).
The Chairman convened the Meeting and introduced the directors as follows:
1. Mr. Sansern
Wongcha-um
Chairman of the Board / Independent Director
2. Mr. Yongyuth Kitaphanich
Vice Chairman
3. Mr. Panja
Senadisai
Chairman of the Audit and Corporate Governance
Committee / Independent Director
4. Mr. Sobson
Ketsuwan
Chairman of the Executive Board / Independent
Director
5. Mr. Paitoon
Taveebhol
Chairman of the Nomination and Remuneration
Committee / Independent Director
6. Mr. Ajarin
Sarasas
Chairman of the Risk Management Policy Committee /
Independent Director
7. Mr. Verayut
Kitaphanich
Director
8. Mr. Yongkiat Kitaphanich
Director / President
9. Ms. Napatsorn Kitaphanich
Director / Executive Vice President
10. Mr. Surasak
Khaoroptham
Independent Director
The Chairman introduced the Company's management staff present, namely;
1.
2.
3.
4.
Mr. Wichai
Srimavon
Mrs. Jiraporn Srisomwong
Mr. Miyahara Koichi
Mr. Mongkol Sae-jew
5. Mr. Somsak Sitthinuncharoen
Vice President - Somboon Learning Academe
Vice President - Information Technology
Vice President – Sales & Marketing
Managing Director – Somboom Malleable Iron
Industrial Company Limited (SBM) & International
Casting Products Company Limited (ICP)
Managing Director – Bangkok Spring Industrial
Company Limited (BSK)
1
The Chairman introduced who were attending the Meeting;
1. Mr. Ekkasit Chuthammasatid and a team from KPMG Phoomchai Audit Limited.
2. Ms. Manunya Thitinuntawan from Allen & Overy (Thailand) Co., Ltd. who was invited to be
the meeting's inspector, to examine the transparency of the ballot/s, and ensure compliance with
Thai Law and the Company’s Articles of Association in relation to the following.
That everyone is in a meeting and ready to clarify questions of shareholders.
Prior to the discussion of any agenda item the Chairman also introduced a Secretary to the
Board, Mr. Thanakit Permpoonkantisuk who would act as the Secretary for the Meeting. Upon
request, Mr. Thanakit Permpoonkantisuk explained to the Shareholders regarding the voting
method as per Enclosure No.5 with the following details;
1. In accordance with section 225 of the Securities and Exchange Act B.E. 2551 and adhering
to good corporate governance practices, the Board had fixed the Record Date on March 7, 2014
and closed the share register book on March 10, 2014 to determine those shareholders entitled to
attend the 2014 Annual General Meeting of Shareholders. The ten largest shareholders of the
Company are as following;
Major Shareholders
Number of shares held
1. Somboon Holding Co., Ltd.
Percentage
108,332,250
25.48
2. Kitaphanich Family
88,785,262
20.83
3. Mr. Sompong Cholkadeedamrongkul
33,877,000
7.97
4. Thai NVDR Co., Ltd.
18,534,447
4.36
5. DBS Bank A/C SG0900110824
12,499,977
2.94
9,500,000
2.23
8,123,166
1.91
6.
AMERICAN INTERNATIONAL
ASSURANCE CLD-AAD-Plus
7.
AMERICAN INTERNATIONAL
ASSURANCE CO,LTD Apex
8.
Nortrust Nominess Ltd.
5,531,700
1.30
9.
Mr. Samran Kanokwattanawan
3,500,000
0.82
3,160,425
0.74
291,844,227
68.58
10. Chase Nominees Ltd.
TOTAL
2
2. The Shareholders were advised of the governing rules for the meeting included voting
processes for the agenda items to be voted on by shareholders attending in person and by proxy.
Ballots were distributed to each Shareholder at registration point, however, they could also be
provided upon request to Shareholders who raising their hands.
The meeting considered each item of the agenda in the order shown on the meeting invitation
letter. Shareholders were given a chance to ask questions before voting on each item.
Shareholders or proxies were requested to raise their hands and announce their name to the
meeting prior to asking any question or making comments.
After acknowledging each agenda item, Shareholders who agreed, disagreed or abstained should
indicate their vote on the ballots distributed to them earlier upon registration, then giving such
ballots to the Meeting's staff. For convenience and speed of vote counting, staff will count first
the disagreeing votes, and then any abstentions, as indicated by the raised hands or ballots of
Shareholders
For the counting of votes on each agenda item, a majority of votes is accepted as a resolution of
the Meeting. The votes against and abstentions will be deducted from the total votes of the
shareholders present and, therefore, the balance amount will be regarded as the votes for. In the
absence of any objection or comment to comment otherwise. The Meeting agreed to assume or
approved unanimously. All agenda items except item 7 must be approved by a vote of not less
than 2/3 of the total votes of shareholders attending the meeting.
All Shareholders have one vote per share held. Agenda items will be approved by majority vote
of those votes cast at the Meeting. Should the votes be equal, the Chairman shall have an
additional or casting vote. Any Shareholder with a conflict of interest in a matter may not vote
for that item. .
Five or more shareholders may propose a secret voting on any matter. If the Meeting passes a
majority of votes to support the proposal, the secret voting can be done.
In accordance with good corporate governance, the Company would collect all the ballots after
the Meeting finished. Shareholders who wished to leave prior to the end of the Meeting could
leave their ballots with the staff.
The Company will upload the Minutes of the Meeting on its website within 14 days.
When Secretary of the meeting report is complete. The Chairman asked the Shareholders for any
questions or objections regarding the voting procedures prior to proceeding with the Meeting.
There being no questions or objections, the Chairman commenced the Meeting.
3
Agenda 1:
To acknowledge the minutes of the 2013 Annual General Meeting of
Shareholders, held on 19 April 2013.
The Chairman informed the Meeting that a copy of the minutes had been sent to the Shareholders
together with the invitation letter as per Enclosure No.2. After consideration, the Board of
Directors deemed that the minutes of the Annual General Meeting of Shareholders for 2013 had
been accurately recorded. In addition to having been delivered to the Stock Exchange of
Thailand (SET) within 14 days from the meeting date, the minutes were also made available on
the Company’s website for the shareholders proof the correctness.
There being no further enquiries from the Shareholders at the Meeting, the Chairman proposed
that the Shareholders vote on this agenda item. The Meeting resolved as follows;
Approved
231,395,834
Disapproved
Abstained
998,900
votes
votes
votes
Resolution:
Certified the Minutes of the Annual General Meeting of Shareholders for the year
2013, held on 19 April 2013.
Agenda 2:
To acknowledge the Company’s performance for the year 2013.
The Chairman informed the Meeting that information regarding the Company’s performance for
2013 was contained in the Company’s 2013 annual report, as Enclosure No.3. After
consideration, the Board deemed that the Annual Report accurately represented the Company's
performance. The Chairman then invited Mr. Yongkiat Kitaphanich, President, to provide further
details in relation to this agenda item.
Mr. Yongkiat Kitaphanich reported that in 2013 the Company had total revenues by Baht 9,318
million, decreased 3% and the net profit was Baht 966 million with increase of 20%, total assets
were Baht 9,923 million (an increase of 5%), total liabilities were Baht 5,050 million, decrease
of 4% and total shareholders’ equity was Baht 4,873 million, (increase of 17%).
Major transactions in the 2013 were outlined as follows:
1.
The Company had disclosed to the SET:
The Company’s directors had resolutions to reorganize the President due to his retirement.
4
2.
The Board of Directors had implemented the following investment projects in 2013:
2.1 SAT invested 291 million baht for capacity expansion in axle Shaft.
2.2 SBM invested 289 million baht for Brake Disc.
2.3 BSK invested 74.14 million baht for Stabilizer Bar and Coil Spring.
3.
Awards in 2013
3.1
SAT approved to be a part of the Private Sector Collective Action Coalition Against
Corruption Council : CAC.
3.2 SET Awards of Honor for the excellence as the outstanding Corporate Governance
Report for a consecutive for 5 consecutive years. (from 2009 to 2013).
3.3 SET Awards of Honor for the excellence as the best Corporate Social Responsibility
for a consecutive for 3 consecutive years. (from 2011 to 2013).
3.4 SAT received Awarded Establishments outstanding "The promotion of Skill
Development", organized by the Department of Labor, for 5 consecutive years. (from
2009 to 2013).
Shareholders asked the following questions:
1. Mr. Prasit
Suesattayasin
Shareholder
Q
:
The reason of changed in the revenue and net profit those are showing in the financial
statements.
A
:
1) The revenue declined that due to automotive production has slowed down since
the third quarter of year 2014, compared with the year 2012, resulting in total
sales of the company declined.
2) Net profit increased from productivity increasing, Defect cost reduction and
fixed assets valuation method changing.
2.
Mr. Choetphan Nithayayon
Proxies
Q
:
The reason for the valuation of fixed assets and account updates on new accounting
standards (TFRS) affecting assets. As a result, the net revenue increased in the notes
to the financial statements 14.
A
:
1) Revenue increase caused by reversed transactions by amount 121 million from
the machine useful-life approximately 7 years but since the company planned
maintenance regularly. Therefore, useful-life of machine evaluation is increased.
2) Net profit increase caused by sold non-Core land around 38 million.
5
3) Auditor KPMG exponentially more that, in 2013 changes in accounting policies
2 groups (1) change of new accounting standard (TFRS) by the Federation of
Accounting Professions (FAP) (2) change the policy of the Administration to
provide consistent and appropriate with business treatment.
3. Mr. Wira Chaimanowong
Q :
A :
Shareholder
1.
Reasons of revenue from sales to decline. And profit increase.
2.
How does a business plan in 2014.
1.
Because the automotive industry Reduce production since quarter 3/2012. For
increased profitability resulting from changes the new accounting standard. And
sale of Non - Core asset.
2.
The company plans to increase sales as follows: (1) increased sales of
agricultural machinery parts, both domestic and overseas, (2) increase exports of
auto parts to overseas.
There being no further enquiries from Shareholders at the Meeting, the Chairman proposed that
the performance of the company for 2013 be acknowledged.
Resolution:
Acknowledged the performance of the Company for 2013.
Agenda 3:
To approve the Company’s audited balance sheet and profit and loss
statement for the year ended December 31, 2013, with the following votes:
The Chairman invited Mr. Yongkiat Kitaphanich to address the Meeting regarding the Balance
sheet and the Profit and Loss Statements for the year ending December 31, 2013. The statements
have been audited by the Auditor with no condition and the audit and CG Committee and the
Board deems that the details in the financial report, independent auditor's report and Audit
Committee's report that are included in the 2013 annual report are accurate.
There being no further enquiries from the Shareholders at the Meeting, the Chairman proposed
that the Shareholders vote on this agenda item. The Meeting resolved as follows;
Approved
Disapproved
Abstained
Resolution:
234,392,309
-
votes
votes
3,000
votes
Approved the Balance sheet and the Profit and Loss Statement for the fiscal year
ending December 31, 2013.
6
Agenda 4:
To acknowledge the distribution of interim dividend.
The Chairman invited Mr. Yongkiat Kitaphanich to address the Meeting. Mr. Yongkiat Kitaphanich
advised that at the Board Meeting No.7/2013 held on August 9, 2013, the Board of Directors resolved
to approve an interim dividend payment to the Shareholders listed in the share register as at August 26,
2013 for a total of 424,945,994 shares at the rate of Baht 0.25 per share, amounting to Baht
106,236,498.50 derived from business activities eligible for BOI’s investment promotion, amounting to
Baht 8,495,372. The Company paid this interim dividend on 6 September 2013. To propose for the
Meeting to acknowledge the distribution of interim dividend at the rate of 0.25 Baht paid to those
shareholders.
There being no further enquiries from the Meeting, the Chairman proposed that Shareholders to
acknowledge the distribution of interim dividend.
Resolution:
Acknowledged the distribution of interim dividend.
Agenda 5:
To consider the allocation of profits from the business performance of
the year 2013.
The Chairman invited Mr. Yongkiat Kitaphanich, President, to address this agenda item that the
Company has a policy to allocate the annual profit for the annual dividend distribution, taking into
account the following conditions: (i) its operational results turn out to be a profit, (ii) there remain no
accumulated losses, (iii) the cash flow is sufficient for dividend payment, and (iv) whether there is a
future plan of any investment projects. It is a policy of the Company to pay dividend at a minimum
rate of 30 (thirty) per cent of its net profit after tax and legal reserve. However, a dividend payment
partly depends on the Company's investment and finance plans. From the Company's operational
results for the accounting year ended on December 31, 2013, the net profit amounted to Baht
966,098,875.
The Board of Directors considered to propose the Meeting to approve the allocation of annual profit of
the year 2013 as the dividend payment to the shareholders whose names are in the share register book
as at March 10, 2014, i.e. the date on which the Board determined the record date for dividend
payment, at the rate of Baht 0.50, totaling of Baht 212,472,997 made out of the annual net profit
derived from business activities eligible for BOI’s investment promotion and shall be accordingly paid
by May 14, 2014. And as a legal reserve of 10 percent has been fully reserved, the Company is not
required to make an additional reserve.
There being no further enquiries from those present at the Meeting, the Chairman proposed that
the Shareholders vote on this agenda item.
Approved
234,852,134
votes
-
votes
Disapproved
Abstained
Resolution:
2,000
votes
Approved the dividend payment of profits from the business performance of the
year 2013, according to the Board of Directors’ proposed.
7
Agenda 6: To consider and approve the appointment of directors replacing those retired
by rotation.
The Chairman informed that for the good governance practices according to the Corporate
Governance Policy, 4 Directors, who has complete their tenure, are required to temporarily
depart from the meeting room and given Mr. Sobson Katsuwan, as the Chairman of the
Executive Committee, to provide further information regarding this agenda item.
Mr. Sobson Katsuwan advised that pursuant to article 17 of the Company's articles of
association, one-third of the directors must retire from office at each shareholders’ general
meeting and those directors who have longest been in office must retire first. The directors so
retire may be re-elected to resume their office.
In this year, there are Four (4) directors whose must retire by rotation:
1. Mr. Sansern
Wongcha-um
Independent Director
2. Mr. Yongyuth Kitaphanich
Director
3. Mr. Paitoon
Taveebhol
Independent Director
4. Mr. Ajarin
Sarasas
Independent Director
The Nomination and Remuneration Committee complied with and followed the nomination
criteria and procedures, taking into account the Company’s structure of directors and individual
directors’ qualifications. The shareholders were given the opportunity to nominate the names of
qualified persons for being considered to be elected as directors as required by the recruitment
process 90 days in advance from October 1, 2013 to December 31, 2013 through the website of
the Company.
Appear: minor shareholders offered to people in the election as a director of 1 case. From this
consideration according to rules for recruitment, and that the properties of the individuals who
were nominated as the criterion.
Therefore, The Nomination and Remuneration Committee and The directors, excluding those
with an interest are carefully considered that all the four directors are fit to work for the
Company as the directors by reason of their qualifications, knowledge, abilities, experience and
working performance in the past years, including their devotion and support to the Company’s
business operation for the Company’s benefit (as per Enclosure no. 4). Furthermore, all the four
directors are free of restricted characteristics, e.g. never being punished for the discharge or
dismissal due to the fraudulent performance of duty, never being convicted with imprisonment
sentence or found guilty relating to the unfaithful acquisition of property, and never being
engaged in any business or holding shares in any business in the manner of competing against
the Company’s business. Therefore, it was deemed appropriate to propose that the four directors
be re-elected to retain their directorships for another term and proposed the Meeting to vote for
each director
There being no further enquiries from those present at the Meeting, the Chairman proposed that
the Shareholders vote on this agenda item.
8
1.
Mr. Sansern Wongcha-um (who did not vote on this item)
Approved
Resolution:
235,079,594
votes
Disapproved
31,300 votes
Abstained
2,625
votes
Re-elected Mr. Sansern Wongcha-um to retain his directorship for another term.
2. Mr. Yongyuth Kitaphanich (who did not vote on this item; he was holding 9,019,968 shares)
Approved
Disapproved
Abstained
Resolution:
226,408,326
votes
-
votes
9,022,593
votes
Re-elected Mr. Yongyuth Kitaphanich to retain his directorship for another term.
3. Mr. Paitoon Taveebhol (who did not vote on this item)
Approved
Disapproved
Abstained
Resolution:
4.
235,432,994
votes
31,300
votes
2,625
votes
Re-elected Mr. Paitoon Taveebhol to retain his directorship for another term.
Mr. Ajarin Sarasas (who did not vote on this item)
Approved
Disapproved
Abstained
235,511,419
votes
31,300
votes
2,625
votes
Resolution:
Re-elected Mr. Ajarin Sarasas to retain his directorship for another term.
Agenda 7:
To consider the remuneration of director
The Chairman invited Mr. Paitoon Taveebhol, as the Chairman of the Nomination and
Remuneration Committee, to present this agenda for the approved of the remuneration of
directors and Sub Committee for the year 2014.
Mr. Paitoon Taveebhol mentioned that the Nomination and Remuneration Committee and the Board of
Directors surveyed the remuneration of Directors for the year 2014, taking into account the scope of
responsibilities and performance of the directors, by comparing with other companies in the same
industry having same capacity and nature of business, and a report on directors' remuneration
conducted by the Thai Institute of Directors (IOD) and it was shown that the Company's average
director's remuneration is equally from the market rate. Therefore, it was deemed appropriate to
propose that the Annual General Meeting of Shareholders approve the directors' remuneration for the
year 2014 as follows;
9
2014
The Board of Directors and Sub Committee remunerations
Remunerations details
1. The Board of Directors
 Chairman
 Vice Chairman
 Other directors
2. The Executive Board
 Chairman

Other Executive Board
Monthly
Meeting
allowance/meeting
27,000
18,750
15,000
45,000
31,250
25,000
-
45,000
30,000
3. Sub Committee: (1) The Audit& Corporate Governance Committee
(2) The Nomination& Remuneration Committee (3) Risk Management Committee
37,500
 Chairperson
25,000
 Other directors
4. Bonus
5 MB
There being no further enquiries from those present at the Meeting, the Chairman proposed that
the Shareholders vote on this agenda item which must be approved by a vote of not less than 2/3
of the total votes of shareholders attending the meeting and able to vote. The Meeting resolved as
follows;
Approved
Disapproved
Abstained
Resolution:
233,693,244
votes
1,889,900
votes
10,350
votes
Approved the remuneration of directors for the year 2014 as follows;
1) Monthly remuneration and meeting allowance/meeting is totaling Baht 8 million.
2) The bonus of directors for the year 2014 is totaling Baht 5 million.
Agenda 8: To consider the appointment of the Company’s auditor and fix his/her
remuneration for the year 2014.
The Chairman asked Mr. Panja Senadisai, as the Chairman of the Audit and Corporate
Governance Committee, to present this agenda for the approved of the appointment of the
Company’s auditor and fix his/her remuneration for the year 2014.
Mr. Panja Senadisai mentioned that the Audit and Corporate Governance Committee and the
Board of Directors considered that the auditors from KPMG Phoomchai Audit Limited have
worked for the Company since 2010 with the satisfied work performances. The 4 auditor who are
Mr. Ekkasit Chuthammasatid (Certified Public Accountant No. 4195) and/or Mr. Charoen
Phosamritlert (Certified Public Accountant No. 4068) and/or Mr. Veerachai Rattanacharaskul
10
(Certified Public Accountant No. 4323) and/or Mrs. Manchupa Singsuksawat (Certified Public
Accountant No. 6112) with qualifications which are not in conflict with the requirements of the
Stock Exchange of Thailand. Therefore, KPMG Phoomchai Audit Limited is considered to be
the Company’s auditor for the year 2014 (5th year)
The auditor's remuneration for the year 2014 amounts to Baht 1,361,000, an increase of Baht
91,000 from the previous year. This amount includes the audit work relating to the Company's
BOI promoted business. None of the above auditors provide other services, except for the audit
service, to the Company or have any relationship or interest in or with the Company or its
subsidiaries, executives or major shareholders and any affiliates of the above persons.
The subsidiaries (1) Bangkok Spring Industrial Company Limited (2) Somboon Malleable Iron
Industrial Company Limited (3) International Casting Products Company Limited and (4)
Somboon Forging Technology Company Limited (5) SBG International Japan Company Limited
have totally auditing fee at amount Baht 2,563,000 fee including an audit of the Company's BOI
promoted business Also, appoint Mr. Ekkasit Chuthammasatid (Certified Public Accountant No.
4195) and/or Mr. Charoen Phosamritlert (Certified Public Accountant No. 4068) and/or Mr.
Veerachai Rattanacharaskul (Certified Public Accountant No. 4323) and/or Mrs. Manchupa
Singsuksawat (Certified Public Accountant No. 6112) of KPMG Phoomchai Audit Limited as
auditors for 2014. The auditors did not give other services to the Company and had no relations
and/or conflict of interest with the Company/ its management/ major shareholders or involved
persons.
There being no further enquiries from those present at the Meeting, the Chairman proposed that
the Shareholders vote on this agenda item.
Approved
235,606,269
votes
Disapproved
1,250
votes
Abstained
2,000
votes
Resolution: Approved the appointment of Mr. Ekkasit Chuthammasatid (Certified Public
Accountant No. 4195) and/or Mr. Charoen Phosamritlert (Certified Public Accountant No. 4068)
and/or Mr. Veerachai Rattanacharaskul (Certified Public Accountant No. 4323) and/or Mrs.
Manchupa Singsuksawat (Certified Public Accountant No. 6112) from KPMG Phoomchai Audit
Limited to be the Company’s auditor for the year 2013. The auditor's remuneration for the year
2014 amounts to Baht 1,361,000. This amount includes the audit work relating to the Company's
BOI promoted business.
Agenda 9:
To consider other business (if any)
The Chairman additional mentioned that this agenda is for the shareholders to query (if any) and/or
for the Board of Directors to give answers or clarification (if any) to the shareholders. No any other
businesses will be considered and approved or resolved under this agenda item and let Mr. Yongkiat
Kitaphanich, the President give answers or clarifications as followings:
11
1.
Mr. Bunchuai Tangwatsirikun
Q
Shareholder
: 1) Changes in land transactions, buildings and equipment will affect the financial statements?
2) In 2014 the Company plans to maintain profitability and cost control, such as Cost
Reduction?
3) The growth rate of the overall market share in 2014 direction?
4) What are the mean “FDR.3M” and how many current rates?
A
: 1) Not impact on cash flow in operation due to impairment of asset reversed
transaction and through the evaluation of independent evaluators Certificate
from the SET.
2) Although the automobile production in 2014 will decrease 5% but the Company
still plans to maintain sales in the industrial construction agriculture and increase sales
for export. Regarding to Cost Reduction that the Company has performed every year,
by negotiation and reduce the cost of some such as production, have improved the
efficiency of production in order to reduce the problems and impact operation.
3) Overall market share remains equal to last year. So it does not affect the Company.
4) FDR is a Fixed Deposit Receipt or the interest rate of 3 months, which is the
reference rate used to determine floating interest rate, the financial cost of the
Company consists of fixed-rate and rate Floats. These 2 rates overall lower 5%.
2. Mr. Wira Chaimanowong
Q
Shareholder
: 1) The growing trend of Eco Car affecting the Company or not and the Company's
ability to market the Eco Car parts, however.
2) Growth of the parts of agricultural machinery. Compare passenger car.
3) In the future, The Company plan overseas investment.
A
4)
Clarify the Gross profit margin of the parts of agricultural machinery. Compared with
Passenger cars.
5)
Clarify theOverview ofthe automotive industry.
: 1) The Company’s customer base in parts of the Eco Car market growth trends, so it
dose not affect the Eco Car Company.
2) Expected to increase from 57,000 units to 67,000 units by Kubota to export 20% to
the United States and Vietnam, the company expects sales to increase Kubota 15 20%. Agricultural machinery, which will not be changed. Compared to passenger cars
will have to change the Model Change and Minor Change makes a difference to the
12
Company's Education Part that will be produced and sold to the farmers directly
replace the production Part assembly which is under process for R &D.
3) Currently has a project under negotiation. And the feasibility therefore has not yet
discloses details.
4) Gross profit margin at a nearby.
5) The future is expected to grow to 3 million units in 2017, excluding the Eco Car
project, Phase 2 is expected to increase production to about 1.5 million units per year.
3.
Mr. Suriya Sap-asa
Q
Shareholder
: 1) Why does the Company pay dividends less than a year ago.
.
2) Should define the measure “risk factors” to make them easier to detect.
A
: 1) Because the Company must have a reserve money to investment projects, 2 years.
2) Obtain a matter for consideration.
4.
Mr. Prasit Suesattayasin
Q
Shareholder
: 1) Investment projects related to the development. How much percent of sales.
2) The technology 3 D Printing support mould design or not.
3) According to the Bank of Tokyo - Mitsubishi UFJ, a subsidiary Mitsubishi UFJ
Financial Group acquisition of Bank of Ayudhya, Thailand. Will have an impact on
the Company. In the pairs competition?
A
: 1)
2)
The Company develops people through learning centers (Somboon Leaning
Academy), compared with sales of about 1%.
The Company currently used in the design of computer systems. The data is directly
linked to the machines do not need to use 3D Printing.
3) No impact on the Company.
13
5. Mr. Choetphan Nithayayon
Proxies
Q
: Please provide the details cost of goods sold, compared to the revenue decline. Of the
improvement process.
A
: Selling and administrative expenses consist of: (1) R & D expenditures are budgeted
for less than 3% from this time. A cost of 1% (2) Cost of sales decreased variability
in sales (3) The Company has a policy to control the workforce and increase
performance. (Productivity).
6. Mr. Phairot Ngamwinitsakun
Shareholder
Q
: The Company’s R&D future oriented products.
A
: Product focus coil springs, which is between the study and the development of
Spring Capacity.
7. Mr. Phaibun Naphanukhro
Shareholder
Q
: Improving the accounting standards (IFRS) conducted as whole group company?
A
: Perform all companies in the group Company.
There being no further enquiries from those present at the Meeting, the Chairman
expressed the sincere thankful to the shareholders for their valued time to present in the Meeting
and approved all proposed of the Board of Directors. The Meeting adjourned at 11.30 a.m.
(Signed)
(Signed)
- Signature(Mr. Sansern Wongcha-um)
Chairman of the Board
Chairman to the Meeting
-SignatureSecretary to the Meeting
(Mr. Thanakit Permpoonkantisuk)
Secretary to the Board
14