Decrease of registered capital & set date extraordinary
Sor.Kor. 0493/2008
September 11, 2008
Subject : Inform BOD'S Resolution and set Date of the Extraordinary Meeting of
Shareholders No.1/2008
To : Managing and Director,
The Stock Exchange of Thailand
The Board of Directors's meeting No.9/2008 held on Thursday, September
11,2008 has passed resolution to set date of the Extraordinary meeting of
shareholders No.1/2008 should be held on October 9,2008 from 9.00 a.m. at the
meeting room,2nd floor,Sikarin Hospital which located at 4/29 moo 10
Srinakarin Road, Bangna District ,Bangkok. The agendas for the meeting are as
follows :
Agenda 1. Comments from the Chairman,
Agenda 2: To consider and approve the Minutes of the Annual General Meeting of
Shareholders No. 30
Facts and reasons: The Annual General Meeting of Shareholders No. 30 was held on
Friday, April 10, 2008, shown in the minutes of the meeting sent to
shareholders along with the notification of this meeting.
Board's opinions: The Board feels appropriate to put forward the minutes to
shareholders for their approval.
Agenda 3. To consider and approve the decrease of registered capital and paid-up
capital of Sikarin Public Co., Ltd.
Facts and reasons: Sikarin's operating results in the past years showed
continuous profits and its financial stances was quite strong. At the end of
the accounting cycle 2007, Sikarin had an accumulated loss of Bt714,820,865
(seven hundred and fourteen million eight hundred and twenty thousand eight
hundred and sixty-five Baht) and an amount excessive to the common share value
by Bt365,053,350 (three hundred and sixty-five million fifty-three thousand
three hundred and fifty Baht). If Sikarin reduces its registered capital by
reducing the par value from Bt10 per share to Bt6.50 per share, Sikarin may
reconcile the amount excessive to the par value from the par value reduction of
Bt350,000,000 (three hundred and fifty million Baht) and the amount excessive
to the common share value by Bt365,053,350 (three hundred and sixty-five
million fifty-three thousand three hundred and fifty Baht) with the
accumulated loss. By doing so, the number of shares held by each shareholder
and the Company's total book value won't be affected, thus enabling Sikarin,
if the operating results in the future are as good as those in the past, to
pay dividend to shareholders
Board's opinions: The Board feels appropriate to put forward to shareholders
this proposal of reducing the Company's registered capital by reducing the
value of the 140,000,000 common shares and 100,000,000 paid-up shares -
reducing the par value from Bt10 per share to Bt6.50 per share (number of
shares unchanged).
Agenda 4. To consider and approve Sikarin Public Co., Ltd.'s Section 4 in the
Memorandum of Association
Facts and reasons: Due to the reduction of the registered capital and paid-up
capital by reducing the par value, it's necessary to amend Section 4 in the
Memorandum of Association in line with the par value reduction as follows:
Current version
"Section 4. Registered capital, Bt1,400,000,000 (one billion four hundred
million Baht)
Divided into 140,000,000 shares (one hundred and forty
million shares)
Valued at Bt10 per share (ten Baht)
Comprising
140,000,000 common shares (one hundred and forty million common shares)
- preferred shares (.....)"
Amended version
"Section 4. Registered capital, Bt910,000,000 (nine hundred and ten million
Baht)
Divided into 140,000,000 shares (one hundred and forty
million shares)
Valued at Bt6.50 per share (six point five Baht)
Comprising
140,000,000 common shares (one hundred and forty million common shares)
- preferred shares (.....)"
Board's opinions: The Board feels appropriate to put forward to shareholders
this proposal to amend Section 4 in the Memorandum of Association.
Agenda 5. Others (if any)
Shareholders entitled to attend the meeting and cast votes in the meeting
shall be those listed in the Shareholders' Registry of the Stock Exchange of
Thailand as of September 25,2008. Also, September 26,2008 shall be the book
closing date on which the shareholders list as specified in section 225 of the
Securities and Exchange Act.
Please notify to investor.
Yours faithfully,
(Mr.Sompol Wongurai)
Director