REPORTING RESOLUTIONS OF EXTRAORDINATY MEETING 1/2543
29 February 2000
Ref. TP-MT/030/43(FC027/43)
28 February 2000
Subject : Reporting Resolutions of Extraordinary Meeting of Shareholders,
no.1/2543
Attention : Managing Director, SET
According to Thantawan Industry Public Co., Ltd. (THIP) had held an
extraordinary meeting of shareholders, session no.1/2543 on Monday, 28
February 2000 at 11.15 a.m. at Meeting Room 1 at 143-144 Soi Kangwarl 2,
Petchkasem Road, Tumbon Omyai, Nakornpathom Province having total 27
attendants holding total shares of 4,722,400 or accounted for 59.03% which met
the quorum requirement, the meeting had considered and voted for the
following resolutions :
Agenda 1: Considering for approval of the report on minutes of the
extraordinary shareholders' meeting, session no. 2/2541 held on 30 June 1998.
Resoultion: The meeting considered and unanimously approved the report of
the extraordinary meeting, session no. 2/2541 as proposed by Chairman of
the meeting.
Agenda 2: Considering on the entering into the cross-related transaction with
Sunflower Enterprise Co., Ltd. who was parent company indirectly
by holding shares of 53% as follow : -
Sub-agenda 2.1 Considering for approval of damage compensation payment
and the renting of land with building and vacant land plots.
Resolution: The meeting considered and voted with the below resolution:
Number of Shares as 4,708,100 shares = 100.00%
Total Yes 4,601,000 shares = 97.73%
Total No 107,100 shares = 2.27%
Total shareholders having no involved interest in the transaction 196,600 shares
= 100%
Total Yes 89,500 shares = 45.52%
Total No 107,100 shares = 54.48%
According to SET's regulation stipulated the requirement of resolution by
shareholders having no involved interest in the transaction voted approval with
less than 3/4 of total meeting attendants. Consequently, the meeting had
disapproved on entering into the cross-related transaction.
Sub-agenda 2.2: Considering for approval of entering into two memorandum of
agreements dated 25 November 1999 with SE on allowing for keeping the
advance payment of land plot purchasing.
Resolution: The meeting considered and voted with the below resolution:
Number of Shares as 4,642,600 shares = 100.00%
Total Yes 4,535,500 shares = 97.69%
Total No 107,100 shares = 2.31%
Total shareholders having no involved interest in the transaction 196,600 shares
= 100%
Total Yes 89,500 shares = 45.52%
Total No 107,100 shares = 54.48%
According to SET's regulation stipulated the requirement of resolution by
shareholders having no involved interest in the transaction voted approval with
less than 3/4 of total meeting attendants. Consequently, the meeting had
disapproved on entering into the cross-related transaction.
Sub-agenda 2.3: Considering for approval on purchasing of land plot with
building and vacant land plots.
Resolution: The meeting considered and voted with the below resolution:
Number of Shares as 4,721,100 shares = 100.00%
Total Yes 4,525,700 shares = 97.57%
Total No 114,600 shares = 2.43%
Total shareholders having no involved interest in the transaction 195,400 shares
= 100%
Total Yes 80,800 shares = 41.35%
Total No 114,600 shares = 58.65%
According to SET's regulation stipulated the requirement of resolution by
shareholders having no involved interest in the transaction voted approval with
less than 3/4 of total meeting attendants. Consequently, the meeting had
disapproved on entering into the cross-related transaction.
Please be informed accordingly,
Sincerely yours,
(Mr.Phietoon Trivijitkasem) (Mr.Pichai Tangvithetjit)
Director Director