POSCO-THAINOX posco
THAINOX
Minutes of the Annual General Meeting of Shareholders 2021 of
POSCO-Thainox Public Company Limited
Date, Tme and Venue
The Meeting was held on Friday, May 7, 2021 at 10.00 via Electronic media conferencing only (e-AGM)
Prelimina Proceeding
Ms.Yaowapha Komaintaksin, the Company Secretary, acting as Secretary of the Meeting, informed the Annual General Meeting of Shareholders 2021 (the "Meeting"). Conducting an electronic meeting don't contrary to the regulations of the company. In accordance with the rules related to the general shareholders' meeting set by the Thai listed company governing body, such as the Ministry of Commerce, The Stock Exchange of Thailand, Securities and Exchange Commission and information security processes in accordance with the Emergency Decree on Electronic Media Conference B.E.2563 and related announcement. The upcoming electronic voting is binding on the same basis as regular voting.
Then, the amount of the capital and the number of shares of POSCO-Thainox Public Company Limited (the "Company") as follows:
Authorized Capital | 7,795,709,100 Baht |
Paid-up Capital | 7,795,709,100 Baht |
Shares of Common Stock | 7,795,709,100 Shares |
1
Par Value
Baht
1) Proxy which is a shareholder who has authorized an independent director or other person had already voted in each agenda in advance 29 persons, Total number of shares 6,806,027,219 share
2) Online shareholders Who are shareholders attending the meeting via Application IR PLUS AGM, Amount 4 persons, Total number of shares 36,161,701 shares
3) Online proxy which is a shareholder who has authorized another person to vote on each agenda during the meeting via the Application IR PLUS AGM, 2 persons, Total number of shares 6,500,100share
At the commencement of the Meeting, there were 35 shareholders presented in person and by proxy, holding a total of 6,848,689,020 shares, representing 87.85 percent of the Company's shares issued; thus constituting a quorum pursuant to the Company's Articles of Association which stipulated that there shall be shareholders and proxies presenting at the meeting in a number not less than 25 persons and such shareholders shall hold shares amounting to not less than one-third of the total number of the Company's shares issued.
Mr. Young Chul Kwon, Chairman of the Board of Directors, acting as Chairman of the Meeting ("Chairman") thanked the attending shareholders, declared the Annual General Meeting of Shareholders 2021 of the Company be opened, Then assigned company secretary proceed the meeting and introduced the Directors and the Management of the Company who attended the Meeting.
Directors present at the Meeting
(1) Mr. Youngchul Kwon | Chairman and President |
(2) Mr. Jiseob Choi | Director/Chief Marketing Officer |
(3) Ms. Sangeun Son | Director/Head of Management Support Division |
(4) Mr. Manjae Lee | Independent Director/Chairman of Audit committee |
(5) Mr. Noppadon Sarawasi | Independent Director/ Audit committee |
Independent Director/Audit committee |
(6) Mr. Songsak Limbanyen
POSCO-Thainox Public Company Limited
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Mlnutes of the Annual General Meetlng of Shareholders 2021 of
POSCO-Thalnox Publlc Company Umlted
Directors absent at the Meeting
(7) Mr. Chalermchai Mahagitsiri | Director |
(8) Mr. Seungjo Kim | Director |
(9) Mr. Shinya Ozono | Director |
Director attending the meeting is 67%
The Management present at the Meeting
Mr. Byungjoo Choi | Chief Finance Officer |
External Auditor | |
Mr. Banthit Tangpakorn | KPMG Phoomchai Audit Ltd. |
Legal Advisor | |
Mr. Pairot Anuratpanich | Chinnadej and Associates Company Limited |
Thai Investors Assocition | |
Volunteer protection (Proxy) |
The Company Secretary of the Meeting explained; in reference to encourage good corporate governance to take care of shareholders' benefits. The Company has provided opportunities for shareholders to propose matters for consideration in the agenda. To nominate qualified persons to be elected as directors in advance from December 2, 2020 to January 15, 2021, the details, criteria and procedures were disclosed on the Company's website (www.poscothainox.com). None of the shareholders informed the intention for this annual meeting of shareholders. There are 8 agendas as detailed in the notice of the meeting. The Company has sent to all shareholders.
At this meeting, The Company has used the meeting and counting system of Online Asset Co., Ltd., recommended by Thailand Security Depository ("TSD"). This company supports the meeting by providing voting system and administration staff, in order to conduct the meeting be conducted transparently and fairly and for the ultimate interest of shareholders.
The Company Secretary of the Meeting explained the voting procedures for the Meeting and the counting thereof to the Meeting as follows:
Voting at the meeting, all shareholders will have the votes equal to the number of shares they hold, one share per one vote. The meeting will consider the matters in the order of the agenda in the notice of the meeting. By presenting information on each agenda item, then voting for each agenda item will be opened. The shareholders who disagree or want to abstain, are requested to press "Disagree" or "Abstain" in the Agenda menu of the IR PLUS AGM Application and then press to confirm the vote. In the case of shareholders who do not press to select any opinions on each agenda item. The company will consider the shareholders wishing to vote as "agree" on that ,agenda. As it is an online voting application, there will be no case of a damaged card
In Q&A, Shareholders or proxies can ask questions through the Application IR PLUS AGM by selecting the question icon, which are shown in each agenda ,Then type your question or you can ask questions through the audio and visual system.
To comply with the rules and guidance regarding Good Corporate Governance provided by the Stock Exchange of Thailand ("SET") and by the Office of Securities and Exchange Commission, in order to conduct the Meeting transparently and fairly and for the ultimate interest of shareholders, in the voting, the Secreta requested two volunteer shareholders to obsee the counting of votes. And invite the legal advisor, Chinnadej and Associates Company Limited to be a checker for vote counting in this meeting.
Pursuant to the clarification of the voting procedure to the shareholders, the Company Secreta conducted the Meeting in accordance with the following agenda:
2
POSCO-Thainox Public Company Limited
Agenda Item 1
To consider and adopt the minutes of the Annual General Meeting of Shareholders 2020, held on July 24, 2020
The Chairman requested the Company Secreta to inform the Meeting that the Company had prepared the minutes of the Annual General Meeting of Shareholders 2020 held on July 24, 2020 and had already submitted to the Stock Exchange of Thailand (the "SET") within the timeframe prescribed by the laws and published on the Company's website (www.poscothainox.com). The Board of Directors of the Company deemed that the minutes of the said meeting was correct and the Board of Directors had resolved such minutes was had been correctly recorded in all respects.
The Secretary proposed the Meeting to consider the adoption of the minutes of the Annual General Meeting of Shareholders 2020, held on July 24, 2020and then requested the Meeting to vote on this agenda item.
No questions from shareholders to this agenda.
Resolution
The Meeting considered and resolved that the minutes of the Annual Meeting of Shareholders 2020, held on July 24, 2020 be adopted, with the following votes
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Agenda Item 2
To consider and acknowledge the performance of the Company for the year 2020 and the Annual Report of 2020
For this agenda item, the Chairman requested company secretary report performance of the company for the year 2020 to the meeting and the annual report of 2020 which was sent to all shareholders for the consideration in advance. The brief report of financial statement was as follows:
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POSCO-Thainox Public Company Limited
Statement of Income
■
The company recogned 13,177.5 Million Baht revenue from sale and rendering of services of cold rolled stainless steel (225,827 tons with average selling price of 58,352.2 Baht per ton), which is lower than the sale in the year 2019 in amount of 14,404.5 Million Baht (227,320 tons with average selling price of 63,366.7 Baht per ton) by 1,227.0 Million Baht or decreased by 8.5%.
•
Cost of Sales of goods and rendering of services for the year of 2020 is totally 12,764.3 Million Baht, decreasing 1,210.2 Million Baht or 8.7% compared to the year 2019, due to the decrease in sale volume and the average price of raw material.
• ■
Gross profit Margin is totally 413.2 Million Baht or equal to 3.1% of sale compared to the year of 2019 which made gross profit margin 430.0 Million Baht or 3.0% of sale.
Selling and Administrative expenses is totally 478.8 Million Baht in the year 2020, decreasing from the year 2019 by 148.8 Million Baht. This is mainly caused from Bad and doubtful debt expenses which is higher than the year 2019 by 90.4 Million.
■
Gain from exchanged rate is totally 21.8 Million Baht, decreasing 48.7 Million Baht compared to the year 2019 which made gain from exchange rate at 70.5 Million Baht.
•
Other income is totally 17.1 Million Baht, decreasing 58.1 Million Baht compared to the year 2019 which made other income at 75.2 Million Baht.
•
Net loss for the year 2020 is 17.4 Million Baht, decreasing 19.3 Million Baht compared to the net loss in the year 2019 at 36.7 Million Baht. This is mainly from;
1. Gross profit margin decreased 16.8 Million Baht.
2. Selling and Administrative expense decreased 148.8 Million Baht.
3. Gain from exchange rate decreased 48.7 Million Baht.
4. Other income decreased 58.1 Million Baht.
Balance Sheet Assets
As of December 31, 2020, the Company's total asset is at 10,906.3 Million Baht, decreasing 730.5 Million Baht or equal to 6.3% compared to December 31, 2019 by the following reason;
• | Cash & cash equivalents is 1,054.3 Million Baht, decreasing 87.7 Million Baht or equal to 7.7% |
compared to 1,142.0 Million Baht as of December 31, 2019. | |
• | Current investments are 17.3 Million Baht, decreasing 680.3 Million Baht or 97.5% compare to |
prevtous year. | |
• | Accounts Receivable (net) is 3,200.1 Million Baht, increasing 983.1 Million Baht or 44.3% |
compared to 2,217.0 Million Baht as of December 31, 2019. | |
■ | Inventory is 3,148.2 Million Baht, decreasing 714.2 Million Baht or 18.4% compared to 3,876.8 |
Million Baht at the end of 2019. | |
• | Property, Plant and Equipment (net) is 3,148.2 Million Baht, decreasing 80.9 Million Baht or |
2.5% compared to 3,229.1 Million Baht at the end of 2019, mainly caused from depreciation | |
expense of assets during the period. | |
Liabilities |
As of December 31, 2020, the Company's total liability is at 1,979.4 Million Baht, decreasing 703.0 Million Baht or 26.2% compared to 2,682.4 Million Baht at the end of 2019 as;
•
Accounts payable is totally 1,525.7 Million Baht, decreasing 744.3 Million Baht or 32.8% from the previous year.
4
Minutes of the Annual General Meeting of Shareholders 2021 of
POSCO-Thainox Public Company Limited
Shareholders' equity
As of December 31, 2020 Shareholder's equity is 8,926.9 Million Baht, decreasing 27.6 Million Baht compared to the end of 2019 mainly due to; ■ Net loss for the year 2020 in total amount of 17.4 Million Baht.
The Company Secretary requested the Meeting to consider and acknowledge the performance of the Company and the annual report for the year 2020.
No more questions from shareholders to this agenda.
The Meeting acknowledged the performance of the Company and the annual report for the year 2020.
Agenda Item 3
To consider and approve the audited financial statements such as the income statement and balance sheet for the fiscal year 2020
The Company has prepared the income statement and balance sheet for the year 2020 of the Company, the fiscal year ended 31 December 2020 which were considered and approved by the Audit Committee, audited and certified by the CPA auditors of the Company and sent to the shareholders in advance.
This agenda item, Company secretary reported to the Meeting as follows:
Million baht | |
Sales | 13,177.52 |
Cost of goods sold | (12,764.35) |
Gross Margin | 413.17 |
Gain on exc. Rate | 21.81 |
Other income | 17.13 |
Selling Expenses | (122.79) |
Admintrative Expenses | (355.99) |
Financial Costs | (1.10) |
Profit sharing from Associate company | 1.64 |
Income tax expenses | 8.70 |
Loss | (17.43) |
Basic Profit (Loss) per share (Unit: Baht) | (0.0022) |
Total assets | 10,906.26 |
Total liabilities | 1,979.37 |
Total shareholders' equity | 8,826.89 |
The Company Secretary gave an opportunity to the shareholders attending the meeting to raise questions or give comments, and then requested the Meeting to vote on this agenda item.
No questions from shareholders for this agenda.
Resolution
The Meeting considered and resolved that the audited financial statements such as the income statement and balance sheet for the year 2020 be approved, as proposed, with the following votes:
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Disclaimer
POSCO-Thainox pcl published this content on 24 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 07:55:09 UTC.
