Disposal of asset of Advanced Connection Corporation Public Company Limited related to the sale of
ordinary shares of Saraburi Solar Co. Ltd Additional
In the meeting no 9 /2022 held on 2 8 June 2022, The Board of Directors of Advanced Connection Corporation Public Company Limited considered and approved the sale of ordinary shares of Saraburi Solar Co. Ltd ("SSL") to non-connected people and to sign the share purchase agreement and/or related documents to sell 2,760,000 shares of SSL, representing 100.00 percent of SSL's paid-up capital to MP Energy Co. Ltd, which is not a connected person of the company, at a price per share of 98.60 baht with a total amount of 272,136,000 baht.
Entering into the above transaction does not constitute as a connected transaction under the notification of the Capital Market Supervisory Board No. Tor Chor. 21/2551 RE: Rules on connected transaction and the Notification of the Board of Governors of the Stock Exchange of Thailand and the Notification of the Board of Governors of the Stock Exchange of Thailand RE: Disclosure of information and Other Acts of listed companies concerning connected transaction B.E. 2546 (2003) (as amended) ("the Connected Transactions Notification but constitutes a disposition of assets pursuant to the notification of the capital market supervisory board No. Tor Chor. 20/2551 RE: Rules on entering into material transactions deemed as acquisition or disposal of assets and the notification of the board of Governors of the Stock Exchange of Thailand RE: Disclosure of information and other Acts of listed companies concerning the acquisition or disposition of assets B.E. 2547 (2004) (as amended) (collectively referred to as the "Acquisition and Disposition of Assets Notification"). The transaction size of such transaction calculated under the net profits, which gives the highest transaction value is equivalent to 35.61 percent, and when inclusive of the 6-month period, the highest criterion is the net operating profits. The transaction size is equal to 35.61 percent. Therefore, the transaction is deemed a class 2 transaction according to the acquisition or disposition of Assets Notification which is a transaction with the size of more than 15 percent but less than 50 percent.
Therefore, the Company would like to disclose the information on the disposal of assets relating to the sale of ordinary shares of SSL, details are as follows:
1. Date / Month / Year of the Transaction
The Board of Directors' meeting no 9/2022 on 28 June 2022 approved the transaction, the Company to sign the share purchase agreement to sell SSL's ordinary shares to MP Energy Co. Ltd on 2 9 June 2022 and is expected to come to an agreement within June 2022. After the counterparty has completed the duties in stipulating in the said share purchase agreement. This includes the fulfillment of all the conditions precedent specified under the share purchase agreement in relation to the transaction or considered a success or received a waiver from the relevant parties.
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2. | Related parties | ||
Seller | : Advanced Connection Corporation Public Company Limited | ||
Buyer | : | MP Energy Co. Ltd | |
Relationship with the | : | Not considered a connected person | |
company |
- Buyer's General Information
Company Registration Date | : | 24 October 2006 |
Business Type | : | Activities of a holding company that does not invest in financial |
businesses | ||
Office Location | : | 2 Ploenchit Center Building, Sukhumvit Road, Khlong Toei |
Subdistrict, Khlong Toei District, Bangkok 10110 | ||
Registered and paid capital | : | 1,570,000,000 baht |
Number of registered and paid- | : | 15,700,000 shares |
up shares | ||
Par Value | : | 100 Baht per share |
- Buyer's financial information
• Statement of financial position as of 31 December 2019 - 2021
31 December | |||||||||||
Balance Sheet | 2019 | 2020 | 2021 | ||||||||
Million baht | Percent | Million baht | Percent | Million baht | Percent | ||||||
Asset | |||||||||||
Cash and deposits at financial | |||||||||||
institutions | 0.05 | 0.00% | 0.00 | 0.00% | 0.00 | 0.00% | |||||
Accounts receivable | 48.19 | 0.35% | 44.54 | 0.32% | 81.17 | 0.62% | |||||
Accounts receivable and notes | |||||||||||
receivable - net | 48.19 | 0.35% | 44.54 | 0.32% | 81.17 | 0.62% | |||||
Total short-term loans | 3,694.16 | 27.12% | 4,383.90 | 31.92% | 2,049.06 | 15.63% | |||||
Other current asset | 0.27 | 0.00% | 0.20 | 0.00% | 0.24 | 0.00% | |||||
Total current asset | 3,742.67 | 27.48% | 4,428.63 | 32.24% | 2,130.47 | 16.25% | |||||
Total loans and long-term investments | 9,778.52 | 71.80% | 9,195.04 | 66.94% | 10,617.49 | 80.97% | |||||
Other non-current asset | 98.53 | 0.72% | 112.47 | 0.82% | 365.34 | 2.79% | |||||
Total non-current asset | 9,877.05 | 72.52% | 9,307.50 | 67.76% | 10,982.83 | 83.75% | |||||
Total asset | 13,619.72 | 100.00% | 13,736.14 | 100.00% | 13,113.30 | 100.00% | |||||
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31 December | |||||||||||
Balance Sheet | 2019 | 2020 | 2021 | ||||||||
Million baht | Percent | Million baht | Percent | Million baht | Percent | ||||||
Liability and shareholder's equity | |||||||||||
Liability | |||||||||||
Bank overdrafts and short-term loans | |||||||||||
from financial institutions | 0.00 | 0.00% | 0.00 | 0.00% | 0.00 | 0.00% | |||||
Accounts payable | 21.91 | 0.16% | 34.97 | 0.25% | 14.86 | 0.11% | |||||
Total accounts payable and notes | |||||||||||
payable | 21.91 | 0.16% | 34.97 | 0.25% | 14.86 | 0.11% | |||||
Total short-term loans | 2,470.97 | 18.14% | 2,470.33 | 17.98% | 1,296.71 | 9.89% | |||||
Accrued expenses | 0.00 | 0.00% | 0.00 | 0.00% | 0.00 | 0.00% | |||||
Other current liabilities | 1,048.89 | 7.70% | 1,161.92 | 8.46% | 594.67 | 4.53% | |||||
Total current liabilities | 3,541.77 | 26.00% | 3,667.23 | 26.70% | 1,906.24 | 14.54% | |||||
Long-term loans | 3,604.00 | 26.46% | 2,460.00 | 17.91% | 3,106.00 | 23.69% | |||||
Total non-current liabilities | 3,604.00 | 26.46% | 2,460.00 | 17.91% | 3,106.00 | 23.69% | |||||
Total liabilities | 7,145.77 | 52.47% | 6,127.23 | 44.61% | 5,012.24 | 38.22% | |||||
Shareholder's equity | |||||||||||
Registered capital | 1,570.00 | 11.53% | 1,570.00 | 11.43% | 1,570.00 | 11.97% | |||||
Issued and paid-up capital - ordinary | |||||||||||
shares | 1,471.71 | 10.81% | 1,471.71 | 10.71% | 1,471.71 | 11.22% | |||||
Retain earnings | 5,002.24 | 36.73% | 6,137.20 | 44.68% | 6,629.35 | 50.55% | |||||
Total shareholders' equity | 6,473.95 | 47.53% | 7,608.91 | 55.39% | 8,101.06 | 61.78% | |||||
Total liabilities and shareholders' | |||||||||||
equity | 13,619.72 | 100.00% | 13,736.14 | 100.00% | 13,113.30 | 100.00% | |||||
- Income Statement as of 31 December 2019 - 2021
Income Statement | 2019 | 2020 | 2021 | ||||||||||||||||
Million baht | percent | Million baht | percent | Million baht | percent | ||||||||||||||
Revenue from sales and services | 2,478.56 | 99.01% | 1,924.16 | 99.52% | 1,990.12 | 94.46% | |||||||||||||
Other revenue | 24.68 | 0.99% | 9.37 | 0.48% | 116.76 | 5.54% | |||||||||||||
Total revenue | 2,503.23 | 100.00% | 1,933.53 | 100.00% | 2,106.88 | 100.00% | |||||||||||||
Gross profit | 2,479.56 | 99.05% | 1,924.16 | 99.52% | 1,990.12 | 94.46% | |||||||||||||
Total operating expense | 63.77 | 2.55% | 29.68 | 1.54% | 55.64 | 2.64% | |||||||||||||
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Income Statement | 2019 | 2020 | 2021 | |||||||||||||||||
Million baht | percent | Million baht | percent | Million baht | percent | |||||||||||||||
Profit (loss) from operations | 2,414.78 | 96.47% | 1,894.47 | 97.98% | 1,934.48 | 91.82% | ||||||||||||||
Other Expense | 0.00 | 0.00% | 0.00 | 0.00% | 0.00 | 0.00% | ||||||||||||||
EBIT | 2,439.46 | 97.45% | 1,903.85 | 98.46% | 2,051.24 | 97.36% | ||||||||||||||
Interest Expense | 185.28 | 7.40% | 148.34 | 7.67% | 116.12 | 5.51% | ||||||||||||||
Tax | 2.05 | 0.08% | 2.43 | 0.13% | 15.41 | 0.73% | ||||||||||||||
Net profit | 2,252.12 | 89.97% | 1,753.08 | 90.67% | 1,919.71 | 91.12% | ||||||||||||||
- Buyer's financial information
List of Board of Directors as of 24 March 2022
Name | Position | |
1. | Mr. Chanin Vongkusolkit | Director |
2. | Mr. Jirasak Vongkusolkit | Director |
3. | Mr. Krisda Monthienvichienchai | Director |
4. | Miss Suphawee Vongkusolkit | Director |
5. | Mr. Buntoeng Vongkusolkit | Director |
6. | Mrs. Anchalee Suwatthanaphim | Director |
7. | Mr. Kritdi Vongkusolkit | Director |
Authorized directors: Mr. Chanin Vongkusolkit, Mr. Buntoeng Vongkusolkit, Miss Suphawee Vongkusolkit, or
Mrs. Anchalee Suwatthanaphim two of four directors have jointly signed and affixed the Company's seal.
-
Buyer's Shareholders
Information on the list of shareholders of the purchaser as of 24 March 2022
Name | Number of Shares | Percentage of total | ||||||
shares | ||||||||
1. | MITR PHOL SUGAR CO. LTD | 15,699,994 | 99.999962% | |||||
2. | Mr. Soonthorn Vongkusolkit | 1 | 0.000006% | |||||
3. | Mr. Isara Vongkusolkit | 1 | 0.000006% | |||||
4. | Mr. Vitoon Vongkusolkit | 1 | 0.000006% | |||||
5. | Mr. Chanin Vongkusolkit | 1 | 0.000006% | |||||
6. | Mr. Jirasak Vongkusolkit | 1 | 0.000006% | |||||
7. | Mr. Krisda Monthienvichienchai | 1 | 0.000006% | |||||
Total no. of shares | 15,700,000 | 100.000000% | ||||||
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Advanced Connection Corporation pcl published this content on 29 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2022 07:06:02 UTC.