Determination of the Date and Agenda of the Extraordinary General Meeting of Shareholders No. 1/2025 (e-EGM), Issuance of Warrants No. 3 , Increase Registered Capital, and Allocation Shares for PP ,Connected Transaction and Whitewash (Revised 4)
The Stock Exchange of Thailand·12/29/2025 10:31:45
Schedule of Shareholders' meeting
Status : Canceled
Reason :
With reference to the resolutions of the Board of Directors' Meeting No. 10/2025
of Advanced Connection Corporation Public Company Limited (the "Company") held
on October 7, 2025, at which the Board resolved to convene the Extraordinary
General Meeting of Shareholders No. 1/2026 on December 22, 2025, and the
resolutions of the Board of Directors' Meeting No. 16/2025 held on November 25,
2025, at which the Board resolved to change the date of the Extraordinary
General Meeting of Shareholders No. 1/2026 to January 16, 2026 at 10:00 a.m.,
and resolved the date of November 21, 2025 as the record date for determining
the shareholders entitled to attend the Extraordinary General Meeting of
Shareholders (Record Date), in order to consider the agenda items relating to:
(i) the issuance of warrants to purchase newly issued ordinary shares of the
Company No. 3 (ACC-W3); (ii) the increase of the Company's registered capital;
(iii) the reduction of the Company's registered capital; (iv) the amendment to
the Company's Memorandum of Association; (v) the allocation of newly issued
ordinary shares to accommodate the issuance and offering to persons in a private
placement; (vi) connected transactions; and (vii) the request for a waiver from
making a mandatory tender offer for all securities of the Company (Whitewash).
The Board further authorized the Managing Director and/or persons authorized by
the Board of Directors to determine any other details relating to the said
Extraordinary General Meeting of Shareholders No. 1/2026 as deemed appropriate,
for the maximum benefit of the Company and in compliance with applicable laws,
rules, and regulations of the Office of the Securities and Exchange Commission,
the Stock Exchange of Thailand, and/or other relevant authorities.
Subsequently, as the Company deems it necessary to gather additional
information in relation to the aforementioned transactions in order to present
such information to the Extraordinary General Meeting of Shareholders No. 1/2026
with due care and for the best interests of the shareholders, the Board of
Directors' Meeting No. 18/2025 held on December 26, 2025 resolved to cancel the
original record date for determining the shareholders entitled to attend the
Extraordinary General Meeting of Shareholders No. 1/2026, which was November 21,
2025, and to cancel the record date for determining the shareholders entitled
to subscribe for the warrants, which was January 5, 2026. In addition, the Board
resolved to postpone the Extraordinary General Meeting of Shareholders No.
1/2026 until further notice. The Company will disclose any further progress
through the Stock Exchange of Thailand in due course.
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 07-Oct-2025
Shareholder's meeting date : 22-Dec-2025
Beginning time of meeting (hh:mm) : 10 : 00
Record date for the right to attend the : 21-Nov-2025
meeting
Ex-meeting date : 20-Nov-2025
Significant agenda item :
- Capital increase
- The issuance of convertible securities
- To consider and approve the amendment of Article of the Company's Memorandum
of Association to reflect the capital increase
Type of meeting : Physical meeting
Venue of the meeting : Electronic meeting (e-EGM) which will
be broadcasted from the Meeting Room of the Company's Head Office, 16th floor,
Mitrtown Office Tower, 944, Rama 4 Road, Wang Mai Sub-District, Pathumwan
District, Bangkok
Agenda Item : 1
Agenda Detail : Chairman's Report
Type : To acknowledge
Agenda Item : 2
Agenda Detail : To consider and adopt the minutes of
the Annual General Meeting of Shareholders 2025
Type : To Consider and approve
Board's Resolution : The Board of Directors considered
that the of the Annual General Meeting of Shareholders Year 2025 were recorded
correctly and accurately. Therefore, it is appropriate to propose to the 2025
Annual General Meeting of Shareholders to consider and certify the minutes of
the meeting.
Agenda Item : 3
Agenda Detail : Consideration and approval of the
reduction of the Company's registered capital by Baht 87,601,709.25, from the
existing registered capital of Baht 669,606,509.50 to the new registered capital
of Baht 582,004,800.25, by cancelling 350,406,837 unissued ordinary shares with
a par value of Baht 0.25 per share. And consideration and approval of the
amendment to Clause 4 of the Company's Memorandum of Association to be
consistent with the decrease of registered capital.
Type : To Consider and approve
Board's Resolution : Agreed and proposed to shareholders
for consideration
Agenda Item : 4
Agenda Detail : To consider and approve the issuance
in the form of a private placement offering (Private Placement) of not greater
than 696,000,000 shares, with a par value of 0.25 baht per share and approve the
related party transaction.
Type : To Consider and approve
Board's Resolution : Agreed and proposed to shareholders
for consideration
Agenda Item : 5
Agenda Detail : To consider and approve the request
for a waiver from making a tender offer for all securities of the business by
virtue of the resolution of the Shareholders' Meeting of the business.
(Whitewash)
Type : To Consider and approve
Board's Resolution : Agreed and proposed to shareholders
for consideration
Agenda Item : 6
Agenda Detail : To consider and approve the issuance
and allocation of warrants to purchase ordinary shares of Advanced Connection
Corporation Public Company Limited No. 3 (ACC-W3) in the amount of not greater
than 376,066,799 units to the existing shareholders of the Company in proportion
to their shareholdings, without any consideration.
Type : To Consider and approve
Board's Resolution : Agreed and proposed to shareholders
for consideration
Agenda Item : 7
Agenda Detail : To consider and approve the increase
of the Company's registered capital of 268,016,699.75 Baht from the current
registered capital of 582,004,800.25 baht to the new registered capital of
850,021,500.00 baht by issuing newly ordinary shares amounting 1,072,066,799
shares with a par value of THB 0.25 per share
Type : To Consider and approve
Board's Resolution : Agreed and proposed to shareholders
for consideration
Agenda Item : 8
Agenda Detail : To consider and approve the amendment
to Clause 4 of the Company's
Memorandum of Association to be consistent with the increase of registered
capital.
Type : To Consider and approve
Board's Resolution : Agreed and proposed to shareholders
for consideration
Agenda Item : 9
Agenda Detail : To consider and approve the
allocation of newly issued shares in the
amount of not exceeding 1,072,066,799 shares with the par value of THB
0.25 per share to accommodate the exercise of the warrants to purchase of
ordinary shares of Advanced Connection Corporation Public Company Limited No.3
(ACC-W3). and for offering to specific investors. (Private Placement)
Type : To Consider and approve
Board's Resolution : Agreed and proposed to shareholders
for consideration
______________________________________________________________________
Issued Convertible Securities
Status : Canceled
Reason :
With reference to the resolutions of the Board of Directors' Meeting No. 10/2025
of Advanced Connection Corporation Public Company Limited (the "Company") held
on October 7, 2025, at which the Board resolved to convene the Extraordinary
General Meeting of Shareholders No. 1/2026 on December 22, 2025, and the
resolutions of the Board of Directors' Meeting No. 16/2025 held on November 25,
2025, at which the Board resolved to change the date of the Extraordinary
General Meeting of Shareholders No. 1/2026 to January 16, 2026 at 10:00 a.m.,
and resolved the date of November 21, 2025 as the record date for determining
the shareholders entitled to attend the Extraordinary General Meeting of
Shareholders (Record Date), in order to consider the agenda items relating to:
(i) the issuance of warrants to purchase newly issued ordinary shares of the
Company No. 3 (ACC-W3); (ii) the increase of the Company's registered capital;
(iii) the reduction of the Company's registered capital; (iv) the amendment to
the Company's Memorandum of Association; (v) the allocation of newly issued
ordinary shares to accommodate the issuance and offering to persons in a private
placement; (vi) connected transactions; and (vii) the request for a waiver from
making a mandatory tender offer for all securities of the Company (Whitewash).
The Board further authorized the Managing Director and/or persons authorized by
the Board of Directors to determine any other details relating to the said
Extraordinary General Meeting of Shareholders No. 1/2026 as deemed appropriate,
for the maximum benefit of the Company and in compliance with applicable laws,
rules, and regulations of the Office of the Securities and Exchange Commission,
the Stock Exchange of Thailand, and/or other relevant authorities.
Subsequently, as the Company deems it necessary to gather additional
information in relation to the aforementioned transactions in order to present
such information to the Extraordinary General Meeting of Shareholders No. 1/2026
with due care and for the best interests of the shareholders, the Board of
Directors' Meeting No. 18/2025 held on December 26, 2025 resolved to cancel the
original record date for determining the shareholders entitled to attend the
Extraordinary General Meeting of Shareholders No. 1/2026, which was November 21,
2025, and to cancel the record date for determining the shareholders entitled
to subscribe for the warrants, which was January 5, 2026. In addition, the Board
resolved to postpone the Extraordinary General Meeting of Shareholders No.
1/2026 until further notice. The Company will disclose any further progress
through the Stock Exchange of Thailand in due course.
Subject : Issued convertible securities
Date of Board resolution : 07-Oct-2025
Type of allocated securities : Warrants
Allocate to : All common shares' shareholders
Number of allotted warrants (units) : 376,066,799
Reserved shares for the exercise of : Common shares
warrants
Number of additional shares (shares) : 376,066,799
Ratio (Existing shares : Warrant) : 5.00 : 1.00
Record date for the right to receive warrants
: 05-Jan-2026
Ex-rights date
: 30-Dec-2025
Offering price (baht per unit) : 0.00
Description of warrants
Warrant Symbol : ACC-W3
Name of warrant : The warrants to purchase of ordinary
shares of Advanced Connection Corporation Public Company Limited No.3
Exercise ratio (warrant : share) : 1.00 : 1.00
Exercise price (baht per share) : 0.50
Term of warrants :
2 years
______________________________________________________________________
Increasing Capital
Status : Canceled
Reason :
With reference to the resolutions of the Board of Directors' Meeting No. 10/2025
of Advanced Connection Corporation Public Company Limited (the "Company") held
on October 7, 2025, at which the Board resolved to convene the Extraordinary
General Meeting of Shareholders No. 1/2026 on December 22, 2025, and the
resolutions of the Board of Directors' Meeting No. 16/2025 held on November 25,
2025, at which the Board resolved to change the date of the Extraordinary
General Meeting of Shareholders No. 1/2026 to January 16, 2026 at 10:00 a.m.,
and resolved the date of November 21, 2025 as the record date for determining
the shareholders entitled to attend the Extraordinary General Meeting of
Shareholders (Record Date), in order to consider the agenda items relating to:
(i) the issuance of warrants to purchase newly issued ordinary shares of the
Company No. 3 (ACC-W3); (ii) the increase of the Company's registered capital;
(iii) the reduction of the Company's registered capital; (iv) the amendment to
the Company's Memorandum of Association; (v) the allocation of newly issued
ordinary shares to accommodate the issuance and offering to persons in a private
placement; (vi) connected transactions; and (vii) the request for a waiver from
making a mandatory tender offer for all securities of the Company (Whitewash).
The Board further authorized the Managing Director and/or persons authorized by
the Board of Directors to determine any other details relating to the said
Extraordinary General Meeting of Shareholders No. 1/2026 as deemed appropriate,
for the maximum benefit of the Company and in compliance with applicable laws,
rules, and regulations of the Office of the Securities and Exchange Commission,
the Stock Exchange of Thailand, and/or other relevant authorities.
Subsequently, as the Company deems it necessary to gather additional
information in relation to the aforementioned transactions in order to present
such information to the Extraordinary General Meeting of Shareholders No. 1/2026
with due care and for the best interests of the shareholders, the Board of
Directors' Meeting No. 18/2025 held on December 26, 2025 resolved to cancel the
original record date for determining the shareholders entitled to attend the
Extraordinary General Meeting of Shareholders No. 1/2026, which was November 21,
2025, and to cancel the record date for determining the shareholders entitled
to subscribe for the warrants, which was January 5, 2026. In addition, the Board
resolved to postpone the Extraordinary General Meeting of Shareholders No.
1/2026 until further notice. The Company will disclose any further progress
through the Stock Exchange of Thailand in due course.
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 07-Oct-2025
Number of additional common shares : 1,072,066,799
(shares)
Total of additional shares (shares) : 1,072,066,799
Par value (baht per share) : 0.25
Type of allocated securities : Common shares
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : SKY AVIA TRADING CO., LTD.
Number of allotted shares (shares) : 348,000,000
% of Paid Up Capital after capital : 13.51
increase
Subscription price (baht per share) : 0.50
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : HELI ASIA TRADING CO., LTD.
Number of allotted shares (shares) : 348,000,000
% of Paid Up Capital after capital : 13.51
increase
Subscription price (baht per share) : 0.50
Subscription period : From 05-Jan-2026 to 09-Jan-2026
Total shares allocated to Private : 696,000,000
Placement (Shares)
Allocated to : Reserved shares for the exercise of
convertible securities
Number of allotted shares (shares) : 376,066,799
Remark :
To accommodate the exercise of the warrants to purchase newly issued ordinary
shares of Advanced Connection Corporation Public Company Limited No.3 in amount
of 376,066,799 shares (not exceeding) and offering the shares to specific
investors by way of a Private Placement in amount of 696,000,000 shares (not
exceeding).
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.
If you would like to see the full details of this information, please click view
"full details" in attached file.