Hwa Fong Rubber Thailand Public : Connected Transaction
August 07, 2022 at 09:54 pm EDT
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Ref. HF 0226/2022
August 5th, 2022
Subject :
Disclosure of Connected Transaction
Attn:
Managing Director of the Stock Exchange of Thailand.
According to the resolution of the Board of Director Meeting No.4/2022 held on August 5th, 2022 of Hwa Fong Rubber (Thailand) Public Company Limited. Has approved the connected transaction to revised the technical service fee Originally from 1 percent, to 1.2 percent of sale, to compensate extra resources (Senior engineers and management team) Which is a normal business support transaction for the company In this regard, with a value compared to last year's sales of not more than 38,000,000 baht and the total value not more than 3% of the Net Tangilbe Asset (NTA) of the consolidated financial statements as at March 31,2022 (NTA: 3,630,497,432-.Baht) with details As follows:
Technical services Agreement
Parties Involved
Service Provider:
- Hwa Fong Rubber Industry Company Limited."HFR"
Service Recipient:
- Hwa Fong Rubber (Thailand)Public Company Limited."HFT"
Related Relationship
- Hwa Fong Rubber Industry Company Limited is the major Shareholder in
The Company, which holds 50.42% of the company's total shares Service
providers and service providers have common directors.
- Mr.Shen,Kuo-Jung
- Chairman of the Board and Managing Director
Hwa Fong Rubber (Thailand)Public Company Limited.
- Chairman of the Board
Hwa Fong Rubber Industry Co.,Ltd.
- Mr.Yen,Ming-Shan
- Vice Chairman and Director
Hwa Fong Rubber (Thailand)Public Company Limited.
- Director
Hwa Fong Rubber Industry Co.,Ltd.
- Mr.Chiu,Hsih-Chien
- Director
Hwa Fong Rubber (Thailand)Public Company Limited.
- Vice Chairman of the Board
Hwa Fong Rubber Industry Co.,Ltd.
- Miss Wu,Ping-Yi
- Director
Hwa Fong Rubber (Thailand)Public Company Limited.
Hwa Fong Rubber Industry Co.,Ltd.
Type of transaction
1.Technical service fee 1.2% from sales,a normal business support
transaction with the contract year by year.
Remunertion and conditions are reasonable In the conditions that
the Company provides for general persons who are not connected
persons.
Contract Period
1 year (August 1,2022-July 31,2023)
Total value of the transaction
Estimated from year 2021. the sales value of the transaction size is
not more than 38 million baht*(1.05% of the nec tangible asset
(NTA = 3,630,497,432-baht) as of As of 31 March 2022,which has
a transaction value of more than 1 million but less than 20 million
baht or more than 0.03% but less than 3% of NTA is a medium
size transaction,the board of directors must be approved.And
disclose the information to the Stock Exchange of Thailand.
The company has no connected transactions during the past 6
months.
* Remark:
1.year 2021 techinical fees 1% of sales of approximately
31,173,565 baht.
Method of payment
Payment for the actual sales within the first quarter of next year.
Reasonableness of entering into the transaction.
The company entered into a contract techinical services with Hwa Fong Rubber Industry Co.,Ltd.(HFR),the parent company of the Hwa Fong Group.According to the contract,Hwa Fong Rubber Industry Co.,Ltd.sent two executive to thailand to supervise prodution and manage financial matters.As well as providing technical services to increase the marketing potential which affects the company's growth The Company pays service fee according to the percentage of sales. Currrently,the overall economic situation has been affected by Covid-19 and the company has expanded it,s production capacity to support product order.Which will make the company Can compete with the company other manufacturers As a result;the company is therefore oblinged to enter into the said agreement.
Opinion of Board of Directors including Audit Committee
The Board of Director's meeting,where there was no director who have interests voting in the meeting,had consciously considered and unanimously approved the management to sign on the Technical Cooperation Agreement Hwa Fong Rubber Industry Co.,Ltd.For the reasons mentioned above.This transaction is also considered as business promotion with is reasonable and beneficial to the company.
Anyhow, the Audit committee had no different opinion from the Board.
Please be informed accordingly and disclosed to shareholders and investors for making investment decision.thank you
Sincerely Yours,
( Mr.Chuang,Chin - Yao )
Vice President
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Hwa Fong Rubber Thailand pcl published this content on 08 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2022 01:53:01 UTC.
Hwa Fong Rubber (Thailand) Public Company Limited is a Thailand-based company, which is engaged in the manufacturing and distribution of tires and tubes for bicycles, motorcycles and small logistics vehicles. The Companyâs product range includes motorcycle, bicycle, ATV, agriculture and industrial, golf car, and accessories. Its motorcycle products include sport tire, scooter tire, vintage tire, big bike tire, motocross tire and tube. Its bicycle products include mountain bike, road racing bike, city and touring bike, BMX, free style bike, electric bike, and tube. The Companyâs segments include Sales of goods and services, and Investing. Its subsidiaries include HFT Holding Co., Ltd. and PT. Hwa Fong Rubber Indonesia. HFT Holding Co., Ltd. is engaged in the investment in bonds and securities, and wholesale and retail trading of tires and tubes and equipment. PT. Hwa Fong Rubber Indonesia is involved in the manufacturing and distribution of tires and tubes for bicycles and motorcycles.