Notification of the Resolutions of the Board of Directors' Meeting No.8/2026 regarding the RPT, Offsetting Accumulated Losses, Capital Increase, Rights Offering, and Determination of the date of the EGM No.1/2026 (Added Template) (Revised)
The Stock Exchange of Thailand·08/10/2026 12:41:38
Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 06-Aug-2026
Shareholder's meeting date : 14-Sep-2026
Beginning time of meeting (hh:mm) : 10 : 30
Record date for the right to attend the : 20-Aug-2026
meeting
Ex-meeting date : 19-Aug-2026
Significant agenda item (Update) :
- Capital increase
- Connected transaction
Type of meeting : Physical meeting
Venue of the meeting : At the Grand Panorama Room, 14th
Floor, The Emerald Hotel, No. 99/1 Ratchadaphisek Road, Din Daeng Sub-district,
Din Daeng District, Bangkok 10400
Agenda Item : 1
Agenda Detail (Update) : To consider and adopt the minutes of
the Annual General Meeting of Shareholders 2026
Type : To Consider and approve
Board's Resolution (Update) : The Board considered the Minutes of
the Annual General Meeting of Shareholders 2029 and deemed it appropriate to
propose the said minutes to the shareholders' meeting for further consideration
and certification.
Agenda Item : 2
Agenda Detail : To consider and approve the Related
Party Transaction in relation to the acquisition of land from a related party.
Type : To Consider and approve
Board's Resolution : The Meeting, excluding the directors
with an interest in the transaction, resolved to approve the entry into the
connected transaction involving the acquisition of land from connected persons,
as the Company and its Subsidiary have plans to develop residential housing
projects in several locations, namely: (1) Phimonrat, Nonthaburi; (2) Bang Saen,
Chon Buri; (3) Rayong (Behind the Sports Stadium); and (4) Panthinya,
Suwinthawong. The acquisition is intended to increase the Company's sources of
revenue. The aforementioned land is located in areas with high potential in
terms of location and is suitable for the development of low-rise residential
real estate projects. The landowners have relationships that qualify them as
"connected persons" under the criteria prescribed by the Securities and Exchange
Commission (SEC).
Agenda Item : 3
Agenda Detail : To consider and approve the transfer
of the statutory reserve of THB 13,287,118.97 and the share premium in the
amount of THB 88,750,822.16 to compensate for the accumulated losses of the
Company as shown in the Company's separate financial statements for the
accounting period ended June 30, 2026.
Type : To Consider and approve
Board's Resolution (Update) : Approved the proposal to the
Extraordinary General Meeting of Shareholders No. 1/2026 for consideration and
approval of the transfer of the legal reserve in the amount of Baht
13,287,118.97 and the application of the share premium in the amount of Baht
88,750,822.16 to offset the Company's accumulated losses of Baht 253,826,261.28,
as presented in the Company's separate financial statements for the accounting
period ended June 30, 2026. Following the transfer of the legal reserve and the
application of the share premium to offset the accumulated losses, the Company
will have remaining accumulated losses of Baht 151,788,320.15, and no remaining
share premium will be presented in the Company's separate financial statements.
Agenda Item : 4
Agenda Detail : To consider and approve the increase
of the Company's registered capital and the amendment of Clause 4 of the
Company's Memorandum of Association to be consistent with the increase of the
Company's registered capital.
Type : To Consider and approve
Board's Resolution (Update) : It resolved to propose to the the
Extraordinary General Meeting of Shareholders No. 1/2026 to consider and
approve the increase of the registered capital of the Company in the amount of
THB 840,000,000 from the original registered capital of THB 336,000,000 to the
registered capital of THB 1,176,000,000 by issuing new ordinary 840,000,000
shares at a par value of THB 1.00 and approve the amendment of Clause 4 of the
Company's Memorandum of Association to be consistent with the increase of the
registered capital of the Company.
In this regard, the Board of Directors' meeting therefore proposed to the
Extraordinary General Meeting of Shareholders No. 1/2026 to consider and approve
the authorization by the Board of Directors and/or the Executive Committee
and/or the Chief Executive Officer and/or any other person appointed by the
Board of Directors and/or the Executive Committee and/or the Chief Executive
Officer to have the power to sign any application or document relating to the
registration of the amendment to the Company's Memorandum of Association, to
file the registration of such amendment with the Department of Business
Development, Ministry of Commerce ("DBD-MOC"), to amend or revise any
application or statements contained in such documents in connection with the
registration of the amendment to the Company's Memorandum of Association as
required by the DBD-MOC, and to take any action as necessary and appropriate in
connection with such registration in order to comply with the applicable laws,
regulations, and interpretations of the relevant governmental authorities, as
well as the recommendations or orders of the registrar or the competent officer.
Agenda Item : 5
Agenda Detail : To consider and approve the
allocation of the newly issued ordinary shares of the Company to be offered to
the existing shareholders of the Company in proportion to their respective
shareholdings (Rights Offering).
Type : To Consider and approve
Board's Resolution : The Board of Directors resolved to
propose to the Extraordinary General Meeting of Shareholders No. 1/2026 for
consideration and approval of the allocation of not exceeding 840,000,000 newly
issued ordinary shares, with a par value of Baht 1.00 per share, to the existing
shareholders in proportion to their respective shareholdings (Rights Offering),
at an allocation ratio of 1 existing ordinary share for 2.5 newly issued
ordinary shares, at an offering price of Baht 0.20 per share. Any fraction of a
share arising from the calculation shall be disregarded.
As the Company has accumulated losses as shown in its separate financial
statements for the year ended December 31, 2025, audited by the Company's
certified public auditor, and its separate financial statements for the second
quarter ended June 30, 2026, reviewed by the Company's certified public auditor,
the offering price may be lower than the par value in accordance with Section
52 of the Public Limited Companies Act B.E. 2535 (1992), subject to approval by
the shareholders' meeting and clear determination of the discount rate.
Existing shareholders shall be entitled to subscribe for newly issued ordinary
shares in excess of their respective entitlements (Oversubscription). Shares
subscribed in excess shall be allocated only after all shareholders subscribing
according to their respective entitlements have been fully allocated. Any
remaining shares shall be allocated to shareholders wishing to oversubscribe at
the same offering price, until all shares are allocated or no shareholder wishes
to subscribe for the remaining shares.
The Board of Directors resolved to determine September 21, 2026 as the Record
Date for determining the shareholders entitled to subscribe for the newly issued
ordinary shares, and October 5 to October 9, 2026 as the subscription period,
totaling five business days. However, the entitlement to subscribe remains
uncertain, subject to approval by the shareholders' meeting.
The Board of Directors also resolved to propose the delegation of authority to
the Board of Directors and/or the Executive Committee and/or the Chief Executive
Officer and/or any person appointed by them to consider, determine, amend,
supplement, and change the terms, conditions, and details relating to the
allocation of the newly issued ordinary shares, and to undertake any necessary
and appropriate actions in connection therewith.
Agenda Item : 6
Agenda Detail : To consider other agenda
Type : To Consider and approve
______________________________________________________________________
Connected transaction
Consideration of the Connected Transaction
The Board of Directors' Meeting No. 8/2026, excluding the directors with an
interest in the transaction, considered and unanimously resolved to approve the
Company and/or its subsidiaries entering into connected transactions to acquire
land from connected persons, comprising four locations, namely 1) Phimonrat,
Nonthaburi; 2) Bang Saen, Chon Buri; 3) Rayong (Behind the Sports Stadium); and
4) Panthinya, Suwinthawong, with a total purchase price not exceeding Baht
193.22 million.
The Board of Directors considered that the transaction is reasonable and
beneficial to the Company and its shareholders, as the land will be acquired as
part of the land bank for future residential project development. The purchase
prices are in accordance with market prices and normal commercial terms and do
not exceed the appraised values determined by an independent appraiser approved
by the SEC.
The transaction represents 100.34% of the Company's net asset value and is
therefore classified as a large-scale connected transaction under the applicable
criteria. Accordingly, the Board of Directors resolved to propose the
transaction to the shareholders' meeting for approval and to appoint Asia Plus
Securities Company Limited as the Independent Financial Advisor (IFA) to provide
an opinion on the transaction.
Ms. Thitima Tirakijpong, a director with an interest in the transaction, did not
participate in the consideration or vote on this agenda item.
______________________________________________________________________
Increasing Capital
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 06-Aug-2026
Number of additional common shares : 840,000,000
(shares)
Total of additional shares (shares) : 840,000,000
Par value (baht per share) : 1.00
Type of allocated securities : Common shares
Allocated to : All Common shares' shareholders
Number of allotted shares (shares) : 840,000,000
Ratio (Old : New) : 1.00 : 2.50
Subscription price (baht per share) : 0.20
Subscription period : From 05-Oct-2026 to 09-Oct-2026
Record date for the right to : 21-Sep-2026
subscribe additional shares
Ex-Rights Date (XR) : 18-Sep-2026
______________________________________________________________________
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