Notification of Cancellation of Record Date and Postponement of EGM No. 1/2026
The Stock Exchange of Thailand·12/16/2025 13:52:55
Schedule of Shareholders' meeting
Status : Canceled
Reason :
The Company requires additional time to gather further information relating to
the proposed transaction in order to submit such information to the
Extraordinary General Meeting of Shareholders. The Company will determine a new
record date and a new meeting date and will notify shareholders accordingly in
due course.
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 01-Dec-2025
Shareholder's meeting date : 22-Jan-2026
Beginning time of meeting (hh:mm) : 09 : 00
Record date for the right to attend the : 17-Dec-2025
meeting
Ex-meeting date : 16-Dec-2025
Significant agenda item :
- Capital increase
- Acquisition and disposition of assets
- The issuance of convertible securities
Venue of the meeting : Via electronic means (E-EGM)
Agenda Item : 1
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 and
found that the minutes of the 2025 Annual General Meeting of Shareholders,
which was held on Tuesday, April 30, 2025, duly recorded the resolutions of the
Meeting, and thus deemed it appropriate to propose the Meeting to consider and
approve such minutes of the Meeting.
Agenda Item : 2
Agenda Detail : To consider and approve the reduction
of the Company's registered capital by THB 42,268,052 from the existing
registered capital of THB 464,948,574 to be THB 422,680,522, by cancelling
42,268,052 unsold ordinary shares with a par value of THB 1.00 per share, which
are ordinary shares remaining from the increase of registered capital of the
Company under the general mandate to allocate to private placement investor as
approved by the 2025 Annual General Meeting of Shareholders and an amendment to
Clause 4 of the Memorandum of Association of the Company to be in line with the
reduction of the Company's registered capital by cancelling the unsold ordinary
shares.
Type : To Consider and approve
Board's Resolution : It is deemed appropriate to propose
to the shareholders' meeting for consider and approve the reduction of the
Company's registered capital by THB 42,268,052 from the existing registered
capital of THB 464,948,574 to be THB 422,680,522, by cancelling 42,268,052
unsold ordinary shares with a par value of THB 1.00 per share, which are
ordinary shares remaining from the increase of registered capital of the Company
under the general mandate to allocate to private placement investor as approved
by the 2025 Annual General Meeting of Shareholders and an amendment to Clause 4
of the Memorandum of Association of the Company to be in line with the
reduction of the Company's registered capital by cancelling the unsold ordinary
shares.
Agenda Item : 3
Agenda Detail : To consideration and approve the
entire business transfer from Pakorn Holding Company Limited and PP One Holding
Company Limited, including the execution of the entire business transfer
agreement, the shareholders' agreements, and other arrangements, contracts and
documents relating to the entire business transfer which is regarded as an
acquisition of assets of listed companies and a connected transaction.
Type : To Consider and approve
Board's Resolution : It is deemed appropriate to propose
to the shareholders' meeting for consideration and approve the entire business
transfer from Pakorn Holding Company Limited and PP One Holding Company Limited,
including the execution of the entire business transfer agreement, the
shareholders' agreements, and other arrangements, contracts and documents
relating to the entire business transfer which is regarded as an acquisition of
assets of listed companies and a connected transaction.
Agenda Item : 4
Agenda Detail : To consider and approve the increase
of the Company's registered capital by 471,005,196 from the current registered
capital of THB 422,680,522 to be THB 893,685,718 by issuing not exceeding
471,005,196 newly issued ordinary shares at a par value of THB 1 per share and
an amendment to Clause 4 of the Memorandum of Association of the Company to be
in line with the increase of the Company's registered capital.
Type : To Consider and approve
Board's Resolution : It is deemed appropriate to propose
to the shareholders' meeting for consider and approve the increase of the
Company's registered capital by 471,005,196 from the current registered capital
of THB 422,680,522 to be THB 893,685,718 by issuing not exceeding 471,005,196
newly issued ordinary shares at a par value of THB 1 per share and an amendment
to Clause 4 of the Memorandum of Association of the Company to be in line with
the increase of the Company's registered capital.
Agenda Item : 5
Agenda Detail : To consider and approve the issuance
and allocation of not exceeding 471,005,196 newly issued ordinary shares of the
Company at a par value of THB 1.00 per share by allocating
(i) 250,000,000 newly issued ordinary shares to private placement investor
(ii) 42,268,052 newly issued ordinary shares to private placement investor under
the general mandate and
(iii) not exceeding 178,737,144 units of the HEALTH-W3 Warrants (without
consideration) to accommodate the exercise of the HEALTH-W3 Warrants for
allocation to the Company's existing shareholders in proportion to their
shareholding percentage (Rights Offering).
Type : To Consider and approve
Board's Resolution : It is deemed appropriate to propose
to the shareholders' meeting for consider and approve the issuance and
allocation of not exceeding 471,005,196 newly issued ordinary shares of the
Company at a par value of THB 1.00 per share by allocating
(i) 250,000,000 newly issued ordinary shares to private placement investor
(ii) 42,268,052 newly issued ordinary shares to private placement investor under
the general mandate and
(iii) not exceeding 178,737,144 units of the HEALTH-W3 Warrants (without
consideration) to accommodate the exercise of the HEALTH-W3 Warrants for
allocation to the Company's existing shareholders in proportion to their
shareholding percentage (Rights Offering).
Agenda Item : 6
Agenda Detail : To consider and approve the issuance
and allocation of the warrants to purchase ordinary shares of Health Empire
Corporation Public Company Limited Series 3 (HEALTH-W3) in the amount not
exceeding 177,849,750 units for allocation to the Company's existing
shareholders in proportion to their shareholding percentage (Rights Offering).
Type : To Consider and approve
Board's Resolution : It is deemed appropriate to propose
to the shareholders' meeting for consider and approve the issuance and
allocation of the warrants to purchase ordinary shares of Health Empire
Corporation Public Company Limited Series 3 (HEALTH-W3) in the amount not
exceeding 177,849,750 units for allocation to the Company's existing
shareholders in proportion to their shareholding percentage (Rights Offering).
Agenda Item : 7
Agenda Detail : To consider and approve a waiver from
the requirement to make a tender offer for all securities by virtue of the
resolution of the Shareholders' Meeting (Whitewash).
Type : To Consider and approve
Board's Resolution : It is deemed appropriate to propose
to the shareholders' meeting for consider and approve a waiver from the
requirement to make a tender offer for all securities by virtue of the
resolution of the Shareholders' Meeting (Whitewash).
Agenda Item : 8
Agenda Detail : To consider other matters (if any).
Type : To Consider and approve
______________________________________________________________________
Increasing Capital
Status : Canceled
Reason :
The Company requires additional time to gather further information relating to
the proposed transaction in order to submit such information to the
Extraordinary General Meeting of Shareholders. The Company will determine a new
record date and a new meeting date and will notify shareholders accordingly in
due course.
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 01-Dec-2025
Number of additional common shares : 428,737,144
(shares)
Total of additional shares (shares) : 428,737,144
Par value (baht per share) : 1.00
Type of allocated securities : Common shares
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : Pakorn Holding Company Limited
Number of allotted shares (shares) : 250,000,000
% of Paid Up Capital after capital : 37.16
increase
Subscription price (baht per share) : 0.91
Total shares allocated to Private : 250,000,000
Placement (Shares)
Allocated to : Reserved shares for the exercise of
convertible securities
Number of allotted shares (shares) : 178,737,144
______________________________________________________________________
Increasing Capital
Status : Canceled
Reason :
The Company requires additional time to gather further information relating to
the proposed transaction in order to submit such information to the
Extraordinary General Meeting of Shareholders. The Company will determine a new
record date and a new meeting date and will notify shareholders accordingly in
due course.
Subject : Issuance of Additional Shares Under a
General Mandate
Date of Board resolution : 01-Dec-2025
Number of additional common shares : 42,268,052
(shares)
Total of additional shares (shares) : 42,268,052
Par value (baht per share) : 1.00
Type of allocated securities : Common shares
Allocated to : Private placement (PP)
Number of allotted shares (shares) : 42,268,052
% of Paid-Up capital as of capital : 10.00
increase BOD resolution date
Total shares allocated to Private : 42,268,052
Placement (Shares)
______________________________________________________________________
Issued Convertible Securities
Status : Canceled
Reason :
The Company requires additional time to gather further information relating to
the proposed transaction in order to submit such information to the
Extraordinary General Meeting of Shareholders. The Company will determine a new
record date and a new meeting date and will notify shareholders accordingly in
due course.
Subject : Issued convertible securities
Date of Board resolution : 01-Dec-2025
Type of allocated securities : Warrants
Allocate to : All common shares' shareholders
Number of allotted warrants (units) : 178,737,144
Reserved shares for the exercise of : Common shares
warrants
Number of additional shares (shares) : 178,737,144
Ratio (Existing shares : Warrant) : 4.00 : 1.00
Offering price (baht per unit) : 0.00
Description of warrants
Warrant Symbol : HEALTH-W3
Name of warrant : Warrants to purchase common shares of
HEALTH EMPIRE CORPORATION PUBLIC series 3
Exercise ratio (warrant : share) : 1.00 : 1.00
Exercise price (baht per share) : 1.00
Term of warrants :
2 years from the issuance date of the HEALTH-W3 Warrants
Remark :
The Company will subsequently notify the date for determining the names of
shareholders entitled to receive an allocation of the HEALTH-W3 Warrants (Record
Date) and the issuance date of the HEALTH-W3 Warrants to the shareholders. Such
notification will be made after the allocation of newly issued ordinary shares
offered to private placement investor, which is the Transferor, has been
completed, and may also be made after the completion of the allocation of newly
issued ordinary shares under the general mandate to private placement investor,
whereby the Transferor, as private placement investor, and any persons allocated
newly issued ordinary shares under the general mandate to private placement
investor, shall also be allocated the HEALTH-W3 Warrants.
______________________________________________________________________
More detail :
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