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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
No. JPCS-22/009
28 June 2022 | |
RE: | Notification of the Resolutions of the Board of Directors' Meeting No.4/2022, the Schedule of |
Meeting and the Agendas of the Extraordinary Meeting of Shareholders No.1/2022 ("EGM") | |
Attention: | President, The Stock Exchange of Thailand |
JSP Pharmaceutical Manufacturing (Thailand) PCL. (the "Company") would like to inform the resolutions of the Board of Directors' Meeting No.4/2022, held on 28 June 2022, the significant resolutions of the Meeting are as follow:
1. Agreed to propose the Extraordinary Meeting of Shareholders No.1/2022 to consider and approve the change of objectives of utilisation of the proceeds received from the Initial Public Offering ("IPO") of the capital increase ordinary shares. The changes are as follows:
Existing Objectives | New Objectives | |||
Approximate | Approximate | |||
period of | period of | |||
Objectives of utilisation of the | Million | utilisation of | Million | utilisation of |
proceeds | Baht | the proceeds | Baht | the proceeds |
1. To be an investment in project of | 20.00 | Within the year | 20.00 | Within the year |
new product development i.e. the | 2021-2024 | 2021-2024 | ||
project of development and | ||||
processing of Woffia (Woffia | ||||
globosa) for commercial | ||||
manufacturing, and the project of | ||||
development and registration of | ||||
new product. | ||||
2. To be an investment in | 200.00 | Within the year | 70.00 | Within the year |
development, and in making an | 2021-2023 | 2021-2023 | ||
offer on advertising and public | ||||
relations of Company's brand to | ||||
the customers | ||||
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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED | |||||
Existing Objectives | New Objectives | ||||
Approximate | Approximate | ||||
period of | period of | ||||
Objectives of utilisation of the | Million | utilisation of | Million | utilisation of | |
proceeds | Baht | the proceeds | Baht | the proceeds | |
3. To be an investment in | 298.00 | Within the year | 223.00 | Within the year | |
improvement and expansion of | 2021-2023 | 2021-2023 | |||
factory (both factory in Bangkok | |||||
and factory in Lamphun Province) | |||||
4. To repay the loans from financial | 100.00 | Within the year | 100.00 | Within the year | |
institutions | 2021 | 2021 | |||
5. To be the working capital of | 137.38 | Within the year | 112.38 | Within the year | |
business operation and for taking | 2021-2022 | 2021-2022 | |||
any other action for the best | |||||
benefit of the Company | |||||
6. To invest in business expansion | - | - | 170.00 | Within the year | |
2022-2023 | |||||
7. To invest in subsidiary company | - | - | 60.00 | Within the year | |
for operating business as | 2022-2023 | ||||
Innovation Center, and the small- | |||||
scale factory for manufacturing of | |||||
the Dietary Supplements and | |||||
Cosmetics | |||||
Total | 755.38(1) | 755.38 |
Remark: (1) the proceeds received after deducting by necessary expenses of the Initial Public Offering ("IPO")
2. Approved the establishment of a new subsidiary company according to the details as follow:
The date on which the Board of | 28 June 2022 |
Directors passed its resolution | |
The expected date of the | Within August 2022 |
establishment of subsidiary | |
company | |
Company name | Caresutic Company Limited |
Objectives | To generate revenue and profit apart from core business |
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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED | |||||
Nature of business operation | (1) | Innovation Center for research and development of the | |||
dietary supplements and cosmetics | |||||
(2) | Small-scale factory for manufacturing of the dietary | ||||
supplements and cosmetics | |||||
Registered capital, number of | Baht 5.00 million, divided to be 50,000 shares, with a par | ||||
shares and par value | value of Baht 100 per share | ||||
Shareholding proportion | The Company will hold 99.99% of ownership interest of its | ||||
registered capital | |||||
Names of directors | (1) | Mrs. Jintana Santipisud | |||
(2) | Mr. Sitthichai Daengprasert | ||||
(3) | Ms. Jirada Daengprasert | ||||
Source of fund for establishment | The Company's working capital | ||||
of subsidiary company | |||||
The aforementioned transaction does not meet the criteria that action must be taken in accordance with the regulations of the Notification of Capital Market Supervisory Board, No. Tor Chor 20/2551, and it does not the connected transaction. However, if, in the future, the subsidiary company increases its capital or invests more in its business and such source of fund derives from the proceeds received from the IPO, the Company must be approved by the Shareholders' Meeting with the votes not less than 3 of 4 of the votes of all shareholders who attend the Meeting and have the right to vote, without objection, from 10% of number of votes of the shareholders who attend the Meeting and have the right to vote. In this regard, the Board of Directors' Meeting No. 4/2022 dated 28 June 2022 had a resolution to fix the Extraordinary Shareholder Meeting No. 1/2022 on 16 August 2022 to consider and approve the change of objectives of utilisation of the proceeds received from IPO. In addition, the Company will comply with the Notification of Capital Market Supervisory Board, No. Tor Chor 20/2551, and the Notification of the Stock Exchange of Thailand Board of Governors, RE: Disclosure of Information and Practice of the Listed Companies regarding the Acquisition and Sale/Distribution of Assets B.E. 2547 (2004), including the amended Notifications, and the Notification of Capital Market Supervisory Board, No. Tor Jor. 21/2551, including the Notification of the Stock Exchange of Thailand Board of Governors, RE: Disclosure of Information and Practice of the Listed Companies regarding the Connected Transaction B.E.2546 (2003) including the amended Notifications.
3. Agreed to propose the Extraordinary Meeting of Shareholders No.1/2022 to consider and approve the issuing of Warrant No. 1 to purchase the Company's capital increase shares ("JP-W1") in the number not exceeding 227,500,000 shares to be allotted to the existing shareholders according to the
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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED
shareholding proportion, with free-of-charge, whose allotment proportion of 2 existing ordinary shares per 1 unit of JP-W1 Warrant (in the event that there are fractions based upon the calculation according to such warrant allotment proportion, such fractions must be rounded off) Term of the warrant is 2 years from the issuing date and the offering date of the warrant, and Exercise Ratio is 1 unit of Warrant per 1 ordinary share of the Company (unless there is the right adjustment according to the right adjustment conditions). The details of JP-W1 appeared in Enclosure 1.
In regard to the issuing of the aforementioned warrant, the Board of Directors and/or the President, and/or the persons who are assigned by the Board of Directors and/or the President shall have authority toa determine or amend the rules, conditions, terms of right and other details of issuing and allotting the Warrant of the Company's ordinary shares No. 1 (JP-W1), which including but not limited to, fixing of the date of issuing and allotting of the Warrant, imposing of the conditions and other details relating to the adjustment of Exercise Price and Exercise Ratio, negotiation, entering into agreement, and signing in various relevant documents and contracts, filing document, request for waiver and other evidences. And to have authority to take any necessary action or relating to the issuing and allotting of the Warrant of the Company's ordinary shares No. 1 (JP-W1), including registering the Warrant and ordinary shares arose from exercising the Warrant of the Company's ordinary shares No. 1 (JP-W1) to the Market of Alternative Investment (mai), including asking for permission from relevant agencies.
The Company will determine the list of the shareholders who are eligible to be allotted for JP-W1 (Record Date) on 19 August 2022. However, the aforementioned determining of rights entitlement is still uncertain, because there must have the approval of the Extraordinary Meeting of Shareholders No.1/2022 of the Company.
4. Agreed to propose the Extraordinary Meeting of Shareholders No.1/2022 to consider and approve the
Company's registered capital increase, in the amount not exceeding Baht 113,750,000 (from the existing registered capital i.e. in the amount of Baht 227,500,000, divided into 455,000,000 ordinary shares, with a par value of Baht 0.50 per share), to be registered capital in amount of Baht 341,250,000, divided into 682,500,000 ordinary shares, with a par value of Baht 0.50 per share. The number of the ordinary shares increase will not exceed than 227,500,000 shares, with a par value of Baht 0.50 per share, whose details relating to the Company's capital increase appears in the Capital Increase Report Form (F53-4) (Enclosure 2). Moreover, the Shareholder meeting will consider and approve the amendment of the Company's Memorandum of Association, Clause 4. to be in line with the Company's capital increase, as follows:
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JSP PHARMACEUTICAL MANUFACTURING (THAILAND) PUBLIC COMPANY LIMITED | |||||
"Clause 4." Registered capital | 341,250,000 | Baht | (Three hundred forty-one million two | ||
hundred and fifty thousand baht) | |||||
Divided into | 682,500,000 | Shares | (Six hundred eighty-two million five | ||
hundred thousand shares) | |||||
Par value of | 0.50 | Baht | (Fifty satang) | ||
Divided into: | |||||
• Ordinary shares | 682,500,000 | Shares | (Six hundred eighty-two million five | ||
hundred thousand shares) | |||||
• Preference shares | - | Shares | ( | - | ) |
In this connection, the persons assigned by the Board of Directors to register the amendment of the Company's Memorandum of Association, at the Department of Business Development, Ministry of Commerce, shall have authority to amend and add wordings to be in compliance with the order of the Registrar.
- Agreed to propose the Extraordinary Meeting of Shareholders No.1/2022 to consider and approve the allotment of the newly-issued ordinary shares in number of not exceeding 227,500,000, with a par value of 0.50 Baht per share, for supporting exercise of rights according to the Warrant to purchase the Company's ordinary shares No. 1 (JP-W1), which were allotted to the existing shareholders according to the shareholding proportion, whose additional details appeared on in the Capital Increase Report Form (F53-4) (Enclosure 2).
- Agreed to fix date of the Extraordinary Meeting of Shareholders No.1/2022. The Meeting will be conducted through the electronic channel (E-EGM) only on Tuesday 16 August 2022 at 13.30 The names list of shareholders who are entitled to attend this E-EGM will be specified on 14 July 2022 (Record Date). The agendas of the Extraordinary Meeting of Shareholders are as follows:
Agenda No. 1 To consider and approve the change of objectives of utilisation of the proceeds received from the Initial Public Offering ("IPO")
Agenda No. 2 To consider and approve issuing of the Warrant of the Company's ordinary shares No. 1 (JP-W1)
Agenda No. 3 To consider and approve the Company's registered capital increase, and the amendment of the Company's Memorandum of Association, Clause 4. to be in line with the Company's capital increase
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JSP Pharmaceutical Manufacturing Thailand pcl published this content on 28 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 June 2022 14:50:04 UTC.