-Translation- Details of Asset Disposition of Electronics Industry Public Company Limited

Transcription

1 s -Translation- Details of Asset Disposition of Electronics Industry Public Company In accordance with the resolution of The Board of Directors Meeting No. 14/2015 of Electronics Industry Public Company ( EIC or Company ) held on 17 December 2015, the Board appointed the management to discuss and negotiate entering into a Share Sale and Purchase Agreement to sell 3,624,000 shares of Smart Traffic Company for a total consideration of 185,000,000 Baht. Details of the transaction, as follows: 1. Date of Transaction: 30 December The parties involved Buyer: Smart Merchant International Incorporated on: 18 March 2014 Director: Ms.Pornpan Sirivongse Na Ayudhya Head Office: P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands Seller: Electronic Industry Public Company Smart Merchant has no relation with the Company and/or directors and/or the major shareholder of the Company. 3. General Characteristics of Transaction and Transaction Size: 3.1 General characteristic The Company considered and approved the sale of Smart Traffic s shares in the amount of 3,624,000 shares for a total consideration of 185,000,000 Baht ,000 x 100 = 24.75% 747,582,000 The total value of consideration paid or received is 24.75% based on the total value of consideration criteria. Combining with accumulated transaction size within six months before this transaction, the total aggregate transaction size is 24.75% based on total value of consideration, which is higher than the 15% threshold criteria but lower than the 50% threshold criteria. The transaction constitutes the acquisition of asset under class 2 pursuant to the Notification of Acquisition or Disposition of Assets. Therefore, the Company is required to disclose information under the Asset Acquisition Rule to the Stock Exchange of Thailand and deliver a written notice to the shareholders within 21 days from the date of disclosure to the Stock Exchange of Thailand ( SET ). Page 1 of 5

2 4. Details of assets disposed 4.1 Details of Smart Traffic Company Smart Traffic Company ( Smart Traffic ), The Company holds 30.02% of the total shares of Smart Traffic. Smart Traffic designs, develops and sells Electronic Tollway Collection Systems (ETCS) for use in the collection of expressway tolls, automatic cash (Easy Pass), electronic payment via mobile p hone or Near Field Communication (NFC) and payment by credit card (VISA Pay wave) for transportation, management system and exchange of points issued by retail outlets and communication (Loyalty Program), and the preparation of a common ticketing system and Clearing House (Clearing House). Smart Traffic also provides the integrated electronic systems to track service and maintenance for private and public entities. Smart Traffic products and services are as follows: System Integration of Manual and Electronic Toll Collection System Smart Traffic provides consulting, operating, networking and installation of integrated toll collection systems with which users could utilize contactless smart card to replace cash. Installed electronic toll collection systems for DOH on Express Highway no.7 and no.9 Installed electronic toll collection systems for EXAT on Chalongrat Expressway, Chalerm Maha Nakhon Expressway and Buraphawithee Expressway. Maintenance toll collection systems and equipment Smart Traffic provides maintenance and repair services for toll collection system. The services include both equipment damage and system maintenance. Smart Traffic was awarded a contract from DOH to repair damaged toll collection equipment. Smart Traffic was awarded a contract from DOH to maintenance t o l l collection system on Express Highway no.7 and no.9. Electronic Payment Solution based on contactless Smart Card Technology The system is based on contactless smart card technology to replace cash payment method by allowing users to add value of the smart card via through service centers for which Smart Traffic provides both equipment and management systems. Moreover, it provides electronic payment solutions for Major at the Paragon Cineplex and the Esplanade Cineplex through which users were able to utilize smart cards to buy movie tickets and the products and services of Major group instead of cash payment. Parking Management The Parking Management system uses computers to control the system which records various information related to parking business such as parking fees calculation and records traffic statistic based on contactless smart card. Provide Parking Management System for various department stores, buildings and organizations such as department stores under Central Group Distribute smart cards used for electronic toll collection system. Smart Traffic provides Easy Pass cards to EXAT and BECL, and M-Pass cards to the Department of Highways which a r e the smart cards used for electronic toll way collection system. The customers of Smart Traffic can be classified into two groups consisting of: (1) government agencies including the Department of Highways and Expressways, and (2) other organizations, including the University Mall, office buildings and hotels, etc. To date, the main customers of Smart Traffic have been government agencies. Most of the jobs consist of installing electronic toll booths, plazas and control rooms as well as the maintenance and repair of ETCS. Smart Traffic has to go through the process of bidding and purchasing the units. Smart Traffic has high skills and is effective in working with major clients in several projects including private and government entities. Page 2 of 5

3 4.2 Board of Director (only 1 member) (1) Ms. Pornpun Siriwong Na Ayudhaya Authorized Director 4.3 Shareholder List as of 15 September 2015 Before the capital increase, according to the List of Shareholders (Form Bor Or Jor 5) from the Ministry of Commerce shows the shareholders of Smart Traffic Company as of 15 September 2015 as follows: Name Relationship / position Number of Shares and Percentage 3.1 Electronics Industry Public None 3,624,000 shares of 30.2% Shares Company 3.2 Miss Pornpun Siriwong Na Director of Smart Traffic Company 4,8000,000 shares 40% Ayudhaya 3.3 Mrs. Rojana Kriengwattanasiri None 1,199,880 shares 10% 3.4 Mr. Apirak Nongpo Chief Operating Officer of Smart Traffic Company 120,000 shares 1% 3.5 Mr. Pisit Kriengwattanasiri Chief Financial Officer of Smart Traffic Company 3.6 Smart Merchant International Note The par value of the shares is at 5 Baht. 100% of shares held by Miss Pornpun Siriwong Na Ayudhaya 120 shares 0.001% 2,256,000 shares 18.8% Total 12,000,000 shares 100% Other Shareholders of Smart Traffic Company are not the related person to the Company, the directors and executives of the Company and the major shareholders of the Company. 4.4 Related persons or controlling person and their ownership - None Financial Status and Operating Performance Smart Traffic Company (Baht) Quarter Total Assets 418,858,424 Liabilities 346,445,039 Paid up capital 60,000,000 Equity 72,413, The total value of the consideration and payment terms: The Company shall receive cash from the disposal of Smart Traffic s shares in the amount of 185,000,000 Baht. It will be utilized for working capital, capital expenditures. Page 3 of 5

4 6. The value of assets disposed: The value of the Company s 3,624,000 shares (Three Million Six Hundred Twenty Four Thousand Shares) of Smart Traffic, or 30.2% of Smart Traffic s outstanding shares, is 81,886,461 Baht (Eighty One Million Eight Hundred and Eighty-Six Thousand Four Hundred and Sixty baht) based on the appraised value of ACAP Corporate Services Company 7. The basis used to determine the value of consideration: The consideration value is derived from the negotiation between the Company and the Buyer in which the Company s goal was to gain a profit of not less than 10% to 15% of the Company s investment cost in Smart Traffic. 8. Benefit for the Company: The Company believes that the disposal of Smart Traffic s shares will generate benefits to the Company and the Shareholders. The main reasons for selling Smart Traffic s shares are as follow: 1) The Company will gain the profits from the disposal of Smart Traffic s shares in the amount of 18,807,500 Baht. 2) The Company will be able to restate the financial statements and consolidated financial statements without qualified opinion. 3) The Company will develop its revenue. 9. Utilization plan of the proceeds: The Company will utilize the proceeds from the disposal of the Smart Traffic s shares of 185,000,000 Baht for working capital and capital expenditures. 10. Transaction Condition - None In case an enterprise invested by a listed company has the listed company s connected person holding at least 10 percent of the total voting shares of that enterprise and the business of that enterprise is related to the business of the listed company - None 12. Approval required: The total value of consideration paid or received i s 24.75% based on the total value of consideration criteria. Combining with accumulated transaction size within six months before this transaction, the total aggregate transaction size is % based on total value of consideration, which is higher than the 15% threshold criteria but lower than the 50% threshold criteria. The transaction constitutes the acquisition of asset under class 2 pursuant to the Notification of Acquisition or Disposition of Assets. Therefore, the Company is required to disclose information regarding the Asset Acquisition Rule to the Stock Exchange of Thailand and deliver a written notice to the shareholders within 21 days from the date of disclosure to SET. 13. Opinion of the Board of Directors: The Board of Directors considered and expressed that the Company should sell Smart Traffic s shares. The main reasons are as follow: 1) The Company needs to solve the Company s financial statements performance, and fix financial statements problems effectively. 2) The disposal of Smart Traffic s shares will generate the Company s income in the amount of 18,807,500 Baht. 3) The disposal of Smart Traffic s shares will develop the Company s revenue. The Board of Directors opined that the price is reasonable and also profitable for the Company. Page 4 of 5

5 14. Opinion of Audit Committee The opinion of the Audit Committee does not differ from the Opinion of the Board of Directors. Please be informed accordingly. Sincerely Yours, (Mr.Luca Roveda) Director and General Manager Page 5 of 5