No.IR.048/2015
August 14, 2015
RE: The Amendment of the Objectives of the Company, the Amendment of the Memorandum of Association of
the Company, the Amendment of the Logo of the Company and the Company’s Seal, the Amendment of the
Articles of Association of the Company, the Extension of the Subscription and payment period of the Private
Placement and the Amendment of the list of the Private Placement for the allocation of the newly issued
ordinary shares to the Private Placement and the Due Diligence of the Hydropower Project
To: President
The Stock Exchange of Thailand
The Meeting of the Board of Directors No. 9/2015 of Thai Industrial & Engineering Service Public Company
Limited (the “Company”) held on August 14, 2015 at 15.00 hrs. The Company would like to inform the significant
resolutions of the meeting as follows:
1.
Approved to propose to the EGM No. 3/2015 to consider and approve the amendment of the Objectives of
the Company by adding the lottery business, the sale of lottery by the automatic machine and the online
lottery business and relevant business of the lottery business as the item 36 to item 40 of the Objectives of
the Company, detailed as follows:
“Clause 36.
To engaging in the business of the sale of the government lottery, red cross lottery,
package of lottery, the sale of lottery through the automatic machine and/or any lottery
issued by the government.”
“Clause 37.
To engaging in the business of the conduction and service of the network system of the
lottery sale machine or any business of the service of the network system and computer
system which have been applied in the relevant business.”
“Clause 38.
To act as an agent for the management, purchase and sale of the government lottery,
government charity lottery issued by the government lottery office or other government
sectors as well as to appoint of the agent and the sub-agent to receive the concession for
being approved for allocating the quota, determining of zone, zoning, gathering and
grouping of the lottery seller and to manage, select, govern the sale and determine the
procedure and the rule to be in accordance with and to accomplish such objective.”
2.
“Clause 39.
To act as a sale agent for the sale of the three digit lottery and two digit lottery through the
lottery sale machine.”
“Clause 40.
To print, sale, provide, product, purchase, import, export, lease out printing machine,
vending machine, scanning machine and reward distributing machine of all kind of lottery,
online lottery, automatic lottery, lottery, any other games allowed by the law and
sweepstakes machine, reward distributing machine and to manage, develop, control,
examine, test the support system, the examining control system and the relevant sale
system of the sale of lottery as well as printing block which is either metal or metal
substance or plastic or any other substance or component of any substance and crucible,
printing ink, printing ink solution, ribbon, print head cleaning solution, material, tool,
equipment, component, parts and spares using for or relevant to the all aforementioned
products and all types of such product as well as to hire, hire out, service, conduct, sale,
examine and distribute any type of reward and any business relating to the printing
business.”
Approved to propose to the EGM No. 3/2015 to consider and approve the amendment of the Clause 3 of the
Memorandum of Association of the Company as follows:
From
“Clause 3. The objectives of the Company shall contain 35 clauses, as per the details in Form Bor
Mor Jor. 002 attached herewith.”
Amending to
Clause 3. The objectives of the Company shall contain 40 clauses, as per the details in Form Bor
Mor Jor. 002 attached herewith.”
3.
Approved to propose to the EGM No. 3/2015 to consider and approve the amendment of the Logo of the
Company and the Company’s Seal as follows:
1. The Logo of the Company
From
Amending to
2. The Company’s Seal
From
Amending to
4.
Approved to propose to the EGM No. 3/2015 to consider and approve the amendment of Clause 44 of the
Articles of Association of the Company to be in line with the amendment of the Company’s Seal as follows:
From
“Clause 44. The Seal of the Company is as follows:
Amending to
“Clause 44. The Seal of the Company is as follows:
5.
Approve to propose to the EGM No. 3/2015 to consider and approve the extension of the subscription and
the payment period for the Private Placement and the amendment of the name of the Private Placement as
approved by the Extraordinary General Meeting of Shareholders No. 2/2015 dated June 5, 2015 as follows:
5.1.
To extend the subscription and payment period for the allocation of the newly issued ordinary
shares of the Company to the Private Placement from 10 – 13 August 2015 to 10 August 2015 – 7
October 2015.
Remark The rational of the extension of the subscription and payment period for the allocation of
the newly issued ordinary shares to the Private Placement as detailed above is because the present
condition of the Stock Exchange of Thailand (the “SET”) does not attract the investors and there are
the changes in the investment condition of some projects of the Company which are under the
feasibility study process as well as there are some investors requested for the extension of the
subscription and payment period for the allocation of the newly issued ordinary shares of the
Company to the Private Placement.
Moreover, the Company still has sufficient cash flow and the extension of the subscription and
payment period for the newly issued ordinary shares of the Company which allocated to the Private
Placement does not affect the business operation of the Company.
5.2.
To amend the list of the Private Placement who shall be allocated the newly issued ordinary shares
of the Company as approved by the Extraordinary General Meeting of Shareholders No. 2/2015
dated June 5, 2015. In this regard, the Meeting empower the Chairman of the Executive Committee
to be eligible to allocate the unsubscribed shares to the person as deemed appropriate and
determine the name of the new investors who shall be allocated such shares before the delivery of
the invitation of the EGM No. 3/2015 in order to propose such list of the new investors to the EGM
No. 3/2015 to consider and approve the amendment of the list of the Private Placement who shall
be allocated newly issued ordinary shares of the Company.
Remark Pursuant to the item 5.1, the Company is in necessity to amend the list of the Private
Placement determined by the Extraordinary General Meeting of Shareholders No.2/2015 to be in
line with the present investment objective of the Company.
In addition, the Company is still considering the list of the new investors. The consideration process
shall be mainly considered on the potential for benefiting the Company of such investors.
6.
Approved the conduction of the due diligence of the Hydropower Project located on the Nam Ngiep River,
Laos. In this regard, the Company has hired an expert to conduct the due diligence of the Hydropower
Project.
In addition, if the Company is satisfied with the due diligence result, the Company enter into a transaction to
purchase Hydropower Project at the price which shall be considered and determined subject to the result of
the Due Diligence and in accordance with the Notification of the Capital Market Supervisory Board No.
TorChor. 20/2008 re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposition of
Assets and the Notification of the SET re: Disclosure of Information and Other Acts of Listed Companies
concerning the Acquisition and Disposition of Assets B.E. 2547 and the relevant law, regulation and the
notification of the Capital Market Supervisory Board and the Stock Exchange of Thailand.
7.
Approved to convene the Board of Directors’ Meeting within August 21, 2015 to determine the date for
determination the names of shareholders who shall be entitled to attend the EGM No. 3/2015 and the date
for gathering the names of shareholders under Section 225 of the Securities and Exchange Act B.E. 2535
(as amended) by closing the share register book and suspending the share transfer and determine the date
for convening the EGM No. 3/2015 to consider the agenda items listed as follows:
7.1
The amendment of the Objectives of the Company by adding the lottery business, the sale of lottery
by the automatic machine and the online lottery business and relevant business of the lottery
business;
7.2
The amendment of Clause 3 of the Memorandum of Association of the Company;
7.3
The amendment of the Logo and the Seal of the Company;
7.4
The amendment of the Clause 44 of the Articles of Association of the Company to be in line with the
amendment of the Company’s Seal; and
7.5
The extension of the subscription and payment period for the Private Placement and the amendment
of the name of the Private Placement as approved by the Extraordinary General Meeting of
Shareholders No. 2/2015 dated June 5, 2015
Please be informed accordingly.
Sincerely yours,
Thai Industrial & Engineering Service Public Company Limited
[Mr. Tradsin Chongussayakul]
Managing Director and Company Secretary