Enclosure 2
(Translation)
Asiasoft Corporation Public Company Limited
Minutes of the Annual General Meeting of Shareholders year 2014
29 April 2014, at 2.00 pm.
The Swissotel Le Concorde Bangkok Hotel, 2nd Floor, Salon A Room, No.204
Ratchadapisek Road, Huay Kwang, Bangkok 10320
_____________________________________
List of Directors who attended the Meeting:
1.
2.
3.
4.
5.
Mr. Tan Tgow Lim
Mr. Pramoth Sudjitporn
Mr. Lertchai Kanpai
Mr. Surasak Khaoroptham
Mr. Chalermphong Jitkuntivong
6. Mrs. Monluedee Sookpantarat
7. Mr. Thanwa Laohasiriwong
Chairman of the Board of Directors
Vice Chairman and CEO
Director
Director
Independent Director and
Chairman of the Audit Committee
Independent Director and
Audit Committee Member
Independent Director and
Audit Committee Member
List of Executives who attended the Meeting:
1.
2.
3.
4.
5.
6.
Mr. Kenny Goh
Mr. Kittipong Pruckasa-aroon
Mr. Chatchawan Triamvicharnkul
Mr. Vinai Vimukti
Miss. Yupin Chanmathikornkul
Miss. Wansika Chuachatchai
CFO
Deputy Managing Director
Deputy Managing Director
Deputy Managing Director
Human Resources Director
Assistant Marketing Director
List of representative from EY Office Limited, the auditor:
1. Miss. Thanyaluk Suenitikul
2. Mr. Natthawut Santipet
Partner
Manager
Preliminary Proceedings:
Mr. Chalermchai Duphatsakul, Company Secretary, informed the Meeting that there
were a total of 131 Shareholders attending the Meeting in person and by proxy (73
shareholders in person and 58 shareholders by proxy) holding an aggregate of 208,451,177
shares representing 67.80 percent of the total paid-up shares of Company (307,407,762
shares).
Noted Before voting in Agenda 3, Mr. Chalermchai Duphatsakul informed the Meeting that
there were 38 shareholders attended the Meeting in person and by proxy (27 shareholders in
person and 11 shareholders by proxy) holding an aggregate of 2,509,910 shares, so there were
a total of 169 Shareholders attending the Meeting in person and by proxy (100 shareholders in
person and 69 shareholders by proxy) holding an aggregate of 210,961,087 shares
representing 68.62 percent of the total paid-up shares of Company (307,407,762 shares) and
before voting in Agenda 8, Mr. Chalermchai Duphatsakul informed the Meeting that there
were 3 shareholders attended the Meeting in person and by proxy (1 shareholders in person
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and 2 shareholders by proxy) holding an aggregate of 17,800 shares, so there were a total of
172 Shareholders attending the Meeting in person and by proxy (101 shareholders in person
and 71 shareholders by proxy) holding an aggregate of 210,978,887 shares representing 68.63
percent of the total paid-up shares of Company (307,407,762 shares) and during the Agenda
9, Mr. Chalermchai Duphatsakul informed the Meeting that there were 2 shareholders
attended the Meeting in person and by proxy (1 shareholders in person and 1 shareholders by
proxy) holding an aggregate of 16,100 shares, so there were a total of 174 Shareholders
attending the Meeting in person and by proxy (102 shareholders in person and 72
shareholders by proxy) holding an aggregate of 210,994,987 shares representing 68.64
percent of the total paid-up shares of Company (307,407,762 shares)
Mr. Tan Tgow Lim, Chairman of the Board was the Chairman of the Meeting. The
Chairman announced that as there were shareholders present in persons and by proxies, which
was not less than 25 shareholders and more than one-third of the total paid-up shares, a
quorum was thus constituted. The Chairman opened the meeting and then requested Mr.
Chalermchai Duphatsakul, Company Secretary to conduct the Meeting.
Mr. Chalermchai Duphatsakul explained about the voting method to the Meeting that
one share represents one vote and if any shareholder wished to abstain or object to the vote,
please complete the ballot and raise his/her hand, the Company’s representative will collect
them for further concluding the votes. If the shareholder does not object to or abstain on the
vote, it then means that he/she approve the matter.
Subsequently, Mr. Chalermchai Duphatsakul considered the agenda as follows:1.
To adopt the Minutes of the Shareholders’ Annual General Meeting of 2013
Mr. Chalermchai Duphatsakul proposed the Meeting to adopt the Minutes of the
Shareholders’ Annual General Meeting of 2013 held on 26 April 2013 as attached to the
invitation letter of this Meeting sent to shareholders before the Meeting to be considered and
adopted.
Mr. Chalermchai Duphatsakul asked the shareholder whether anyone wishes to raise
any question before voting.
There was no question from the shareholders.
After consideration, the Meeting unanimously resolved as follows:
RESOLVED: THAT the Minutes of the Shareholders’ Annual General Meeting of 2013
held on 26 April 2013, be adopted. The voting as follows:
- Approved
208,451,177 votes or 100%
- Disapproved
0 vote or 0%
- Abstained
0 vote or 0%
2.
To acknowledge the Company’s operating results for the Year 2013
Mr. Chalermchai Duphatsakul invited Mr. Chatchawan Triamvicharnkul, Deputy
Managing Director of Company, to report the Company's operating results for the Year 2013
to the Meeting for acknowledged.
Mr. Chatchawan Triamvicharnkul reported the Company's operating results for the
year 2013 to the Meeting.
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Mr. Chalermchai Duphatsakul asked the shareholder whether anyone wishes to raise
any question.
There were questions from shareholders about the matter in the Statements of
Financial Position and the Statements of Comprehensive Income, Mr. Chatchawan
Triamvicharnkul told the shareholders that the questions shall answer in Agenda 3 to
approve the Statements of Financial Position and the Statements of Comprehensive Income
for the year 2013.
The Meeting acknowledged the Company’s operating results for the year 2013.
3.
To approve the Statements of Financial Position and the Statements of
Comprehensive Income for the year 2013
Mr. Chalermchai Duphatsakul invited Mr. Chatchawan Triamvicharnkul, Deputy
Managing Director, to report the Statements of Financial Position and the Statements of
Comprehensive Income for the year 2013 to the Meeting.
Mr. Chatchawan Triamvicharnkul reported the Statements of Financial Position and
the Statements of Comprehensive Income for the year 2013 and answered the questions to the
Meeting.
Mr. Chalermchai Duphatsakul proposed the Meeting to consider and approve the
Statements of Financial Position and the Statements of Comprehensive Income for the year
2013 which has been reviewed by the Audit Committee and audited by the certified public
accountant without qualifying opinion and sent to the shareholders together with the invitation
letter before the Meeting.
Mr. Chalermchai Duphatsakul asked the shareholder whether anyone wishes to raise
any question before voting.
After consideration, the Meeting unanimously resolved as follows:
RESOLVED: THAT the Statements of Financial Position and the Statements of
Comprehensive Income for the year 2013, be approved. The voting as
follows:
- Approved
210,961,087 votes or 100%
- Disapproved
0 vote or 0%
- Abstained
0 vote or 0%
4.
To approve no annual dividend payment for
acknowledgement of the interim dividend payment
the
year
2013
and
Mr. Chalermchai Duphatsakul reported the no annual dividend payment for year 2013
and acknowledgement of the interim dividend payment to the Meeting summarized as
follows:
The board of directors considers that the shareholders meeting should approve no
annual dividend payment for the year 2013 for operations from 1 October 2013 to 31
December 2013 in order to reserve cash for working capital, and acknowledge the interim
dividend payment that the Company has paid from the first three quarter of year 2013 as
follows:
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1) The first quarter of year 2013, the Company has paid the interim dividend at 0.15
Baht per share on 10 June 2013
2) The second quarter of year 2013, the Company has paid the interim dividend at
0.20 Baht per share on 11 September 2013, and
3) The third quarter of year 2013, the Company has paid the interim dividend at
0.10 Baht per share on 9 December 2013
The total interim dividend of year 2013 was 0.45 Baht per share.
In this regard, there is no required appropriation of the profit to the legal reserve due
to the legal reserve has already reached 10% of the registered capital.
Mr. Chalermchai Duphatsakul requested the Meeting to consider and approve no
annual dividend payment for the year 2013 and acknowledge the interim dividend payment
and asked the shareholder whether anyone wishes to raise any question before voting.
There was no question from the shareholders.
After consideration, the Meeting resolved as follows:
RESOLVED: THAT no annual dividend payment for the year 2013 and acknowledge the
interim dividend payment, be approved as follows:
1) Not to appropriate the profit for legal reserve due to that the legal
reserve has already reached to the requirement of the law.
2) Approved no annual dividend payment for the year 2013 for
operations from 1 October 2013 to 31 December 2013
3) Acknowledged the interim dividend payment that the Company
has paid from the first three quarter of year 2013 in the amount of
0.45 Baht per share.
The voting as follows:
- Approved
210,952,087 votes or 99.996%
- Disapproved
9,000 vote or 0.004%
- Abstained
0 vote or 0%
5.
To elect directors to replace those who retired by rotation
Mr. Chalermchai Duphatsakul informed the Meeting that according to the Articles of
Association of the Company, at every Annual General Meeting of Shareholders, one-third of
the directors shall be retired by rotation. If the number of directors is not a multiple of three,
the number of directors closest to one-third vacate their offices. Directors who have to vacate
their offices during the first and second year after the Company has been registered shall be
decided by drawing of names. For the successive years, directors who have been in offices for
the longest shall retire from their offices. A retiring director is eligible for reelection.
For this Annual General Meeting of Shareholders year 2014, there are 3 directors
who shall retire by rotation, namely:
1. Mr. Pramoth Sudjitporn
2. Mr. Lertchai Kanpai
3. Mr. Thanwa Laohasiriwong
Vice Chairman
Director
Director, Independent Director and the Audit
Committee Member
Mr. Chalermchai Duphatsakul further informed the Meeting that for this Meeting the
Company invited the shareholders to propose qualified candidate to be nominated as the
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Company's director on website of the Company since 18 December 2013 to 17 February 2014
but no shareholders proposed qualified candidate to be nominated as the Company's director.
The Board of Directors had resolution to propose the Meeting to appoint Mr. Pramoth
Sudjitporn, Mr. Lertchai Kanpai and Mr. Thanwa Laohasiriwong to be director for another
term and requested the Meeting to vote for the appointment individually.
Mr. Chalermchai Duphatsakul requested the Meeting to consider and appoint
directors to replace those who retired by rotation and asked the shareholder whether anyone
wishes to raise any question before voting director individually.
There was no question from shareholders.
After consideration, the Meeting voted directors to replace those who retired by
rotation individually and resolved as follows:
RESOLVED: THAT Mr. Pramoth Sudjitporn, Mr. Lertchai Kanpai and Mr. thanwa
Laohasiriwong were appointed as the Company’s directors for
another term. The details of voting for each director are as following:
(1) Ms. Pramoth Sudjitporn
- Approved
210,952,087 votes or 99.996%
- Disapproved
0 vote or 0%
- Abstained
9,000 vote or 0.004%
(2) Mr. Lertchai Kanpai
- Approved
210,952,087 votes or 99.996%
- Disapproved
0 vote or 0%
- Abstained
9,000 vote or 0.004%
(3) Mr. Thanwa Laohasiriwong
- Approved
210,952,087 votes or 99.996%
- Disapproved
0 vote or 0%
- Abstained
9,000 vote or 0.004%
6.
To approve the directors’ remuneration
Mr. Chalermchai Duphatsakul informed the Meeting that the Board of Directors
considered and recommended that the directors' remuneration that approved by the Annual
General Shareholders' Meeting for the year 2013, held on 26 April 2013 were appropriated.
The Meeting should approve the directors' remuneration at the current rate as follows:
Board of Directors would receive the monthly remuneration as follows:
The Chairman of Board of Directors30,000 Baht per month
Board of Directors Member
20,000 Baht per month
Audit Committee would receive the meeting allowance as follows:
The Chairman of Audit Committee 40,000 Baht per times
Audit Committee Member
30,000 Baht per times
In this connection, any director being the company’s employee shall receive the
directors’ remuneration in addition to his salary as employee with the effective since 1 May
2014.
Mr. Chalermchai Duphatsakul requested the Meeting to consider and approve
directors' remuneration and asked the shareholder whether anyone wishes to raise any
question before voting.
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There was no question from the shareholders.
After consideration, the Meeting resolved as follows:
RESOLVED: THAT the director’s remuneration, be approved as the proposed with the
effective since 1 May 2014.
The voting as follows:
- Approved
210,952,087 votes or 99.996%
- Disapproved
0 vote or 0%
- Abstained
9,000 vote or 0.004%
7.
To appoint the Auditors and determine the audit fee for the year 2014
Mr. Chalermchai Duphatsakul invited Mr. Chatchawan Triamvicharnkul, Deputy
Managing Director, to present the details of the appointment of the auditors and determine the
audit fee for the year 2014 to the Meeting.
Mr. Chatchawan Triamvicharnkul informed the Meeting that base on the
recommendation from Audit Committee, the Board recommends that Shareholders should
appoint the Auditors for the year 2014 as follows:
Miss Supannee Triyanantakul CPA License No. 4498 and/or Miss Siraporn
Ouaanunkun CPA License No. 3844 and/or Miss Waraporn Prapasirikul CPA
License No. 4579, auditors from EY Office Limited as the Company’s auditors
for the year 2014 of which anyone of them is authorized to audit, review and
express opinion for the Company’s Financial Statements. In the event those
auditors are unable to perform their duties, EY Office Limited is authorized to
assign another of its auditors to perform the audit and express an opinion on the
Company’s financial statements in their place with the audit fee in the amount of
Baht 1,650,000 (audit fee for the Company is 1,490,000 Baht and the fee for
review non-EY of Subsidiaries is 160,000 Baht that will be charged Subsidiaries
by the Company) (the audit fee for the year 2013 was Baht 1,520,000 that was
divided into the audit fee for the Company 1,360,000 Baht and the fee for review
non-EY of Subsidiaries 160,000 Baht which was charged Subsidiaries by the
Company already).
In addition, if there are any tasks arising other than the audit tasks, Shareholders
should authorized the Board of Directors to determine the extraordinary
expenses on case by case basis.
In this regard, the proposed auditors shall not have interest or business
relationship with the Company and/or Subsidiaries and/or Management and/or
Major Shareholders including their related persons, which would affect to the
independence of their performing.
Mr. Chalermchai Duphatsakul requested the Meeting to consider and appoint the
Auditors and determine the audit fee for the year 2014 and asked the shareholder whether
anyone wishes to raise any question before voting.
There was no question from the shareholders.
After consideration, the Meeting resolved as follows:
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RESOLVED: THAT the proposed auditors be appointed to be auditor of the Company for
the year 2014 and approved the audit fee as proposed and authorized
the Board of Directors to determine the extraordinary expenses if
there are any tasks arising other than the audit tasks on case by case
basis.
The voting as follows:
- Approved
210,952,087 votes or 99.996%
- Disapproved
0 vote or 0%
- Abstained
9,000 vote or 0.004%
8.
To ratify the investment in the Level Up!, Inc.
Mr. Chalermchai Duphatsakul informed the Meeting that according to the Company
has invested 100% in Level Up!, Inc. ,that incorporated in Philippines, of the issued and
outstanding capital stock of Level Up!, Inc. by purchasing from existing shareholders, which
are 13,853,085 class A common shares with par value of PHP 10.00 per shares and 2,000,000
class B common shares with par value of PHP 0.01 per shares, total amount of 15,853,085
common shares, at the total amount of USD 4,200,000. Both classes of shares have the same
rights even though each class has a different par value. The details of this transaction were
appeared on the notice which the Company informed to the Stock Exchange of Thailand on 5
and 7 February 2014. This transaction was finished since 11 March 2014.
Due to the Public Limited Company Act, B.E.2535 Section 107(2)(b) specified that
the purchase or acceptance of transfer of the business of other companies or private
companies by the company shall have a vote of not less than three-fourth of the total number
of votes of shareholders who attend the meeting and have the right to vote. Thus, in order to
comply with the provision of Public Limited Company Act, B.E.2535, Section 107, the
shareholders meeting should ratify this transaction.
Mr. Chalermchai Duphatsakul requested the Meeting to ratify the investment in the
Level Up!, Inc. and asked the shareholder whether anyone wishes to raise any question before
voting.
There was no question from the shareholders.
After consideration, the Meeting resolved as follows:
RESOLVED: THAT the investment in Level Up!, Inc. be approved as the proposed in all
respect.
The voting as follows:
- Approved
210,978,887 votes or 100%
- Disapproved
0 vote or 0%
- Abstained
0 vote or 0%
9.
Others, if any
Mr. Pramoth Sudjitporn informed the Meeting about the new MOBA game that is
Heroes of the Storm, and will be launched within year 2014 and will be launched in SEA
servers.
Mr. Chalermchai Duphatsakul asked the shareholder whether anyone wishes to raise
any question or propose any agenda for further consideration.
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There were additional questions from shareholders about the Company's operating
results and the Company’s strategy in year 2014, Mr. Pramoth Sudjitporn had explained the
questions until shareholders satisfied.
There was neither additional question nor proposal from the shareholders.
The Chairman thanks you shareholders and declared the Meeting closed at 3.35 pm.
……………………..
(Mr. Tan Tgow Lim)
Chairman of the Meeting
Certified that true and correct
…………………………………………………..
(Mr. Pramoth Sudjitporn) (Mr. Lertchai Kanpai)
Director
Director
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