Schedule of Shareholders' meeting Subject : Schedule of Annual General Meeting of Shareholders Date of Board resolution : 28-Feb-2022 Shareholder's meeting date : 09-Apr-2022 Beginning time of meeting (h:mm) : 10 : 00 Record date for the right to attend the : 15-Mar-2022 meeting Ex-meeting date : 14-Mar-2022 Significant agenda item : - Omitted dividend payment - Acquisition and disposition of assets - Connected transaction Venue of the meeting : Unique Engineering and Construction Public Company Limited ______________________________________________________________________ Dividend payment / Omitted dividend payment Subject : Omitted dividend payment Date of Board resolution : 28-Feb-2022 Omitted dividend payment from : Operating period from 01-Jan-2021 to 31-Dec-2021 ______________________________________________________________________ Connected transaction 4. Consider and approve the transaction in relation to the disposal of land and ordinary shares to connected persons and proposed to the shareholders' meeting for consideration and approval for the Company to enter into the transaction in relation to the disposal of land and ordinary shares to connected persons, with the details as follows: 4.1 Disposal of land owned by the Company and a parcel of land that the Company holds ownership together with Mr. Kriengsak Suviwattanachai with a total area of 14 rai 65 square wah, located at Pak Kret Sub-District, Pak Kret District, Nonthaburi Province, to Suphannimit Company Limited ("SUP"), a company where Miss Korapat Suvivattanachai ("Miss Korapat"), a younger sister of Mr. Prasong Suviwattanachai, who is the director and managing director of the Company, holds 99.98 percent of the total number of voting shares in SUP at the total purchase price of 431,000,000 Baht (the "Disposal of Land to SUP"). The Disposal of Land to SUP is considered a disposal of assets of the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended) 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 and Disposition of Assets B.E. 2547 (2004) (as amended) (collectively, the "Notifications on Acquisition or Disposal of Assets"). The transaction size is equivalent to 1.0 percent according to the Total Value of Consideration basis which is the calculation basis resulting in the highest transaction value, according to the consolidated financial statements of the Company for the year 2021, ending as of 31 December 2021 which were audited by the Company's certified public accountant (the "Financial Statements"). In addition, the Disposal of Land to SUP is considered a connected transaction under the category of assets or services pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions (as amended) 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 Connected Transactions B.E. 2546 (2003) (as amended) (collectively, the "Notifications on Connected Transactions") as it is a transaction with a juristic person which Miss Korapat, a close relative of the Company's director and executive, is a major shareholder and has the controlling power over such juristic person. The transaction size is equivalent to 5.5 percent of the Company's net tangible assets. 4.2 The sale of all ordinary shares that the Company holds in Unique Real Estate and Development Company Limited ("UR"), a Company's subsidiary, at the par value of 100 Baht equivalent to 99.99 percent of the total number of voting shares in UR, to Miss Korapat at the total purchase price of 1,609,000,000 Baht (the "Sale of Shares in UR"). The entry into the Sale of Shares in UR is considered a disposal of assets of the Company pursuant to the Notifications on Acquisition or Disposal of Assets, with the transaction size equivalent to 32.2 percent according to the Net Operating Profit basis which is the calculation basis resulting in the highest transaction value, according to the Financial Statements. In addition, the Sale of Shares in UR is considered a connected transaction under the category of assets or services pursuant to the Notifications on Connected Transactions as it is a transaction with Miss Korapat who is a close relative of the Company's director and executive. The transaction size is equivalent to 20.5 percent of the Company's net tangible assets. In this regard, the Disposal of Land to SUP and the Sale of Shares in UR (collectively, the "Company's Transactions") are not considered a disposal or transfer of the Company's business, whether in whole or in part, which is significant, to other persons, under Section 107 (2) (a) of the Public Limited Companies Act B.E. 2535 (1992) (as amended) as the disposed assets under the Company's Transactions are not assets significant for the Company's business operations. However, the Company's Transactions are the disposal of assets with the highest total transaction value of 32.2 percent according to the Financial Statements, when calculating based on the Net Operating Profit basis. There is no transaction entered into by the Company during the past 6-month period prior to the date on which the meeting resolves to approve the Company's Transactions, which has to be included in the calculation of the transaction. Therefore, the Company's Transactions is considered the disposal of assets with a transaction value more than 15 percent but less than 50 percent, resulting in Company being required to prepare the report and disclose the information memorandum in relation to the entry into the Company's Transactions to the Stock Exchange of Thailand and deliver a circular notice to the shareholders within 21 days after the disclosure date of transaction to the Stock Exchange of Thailand, pursuant to the Notifications on Acquisition or Disposal of Assets. However, the Company deems it appropriate to propose the Company's Transactions to the shareholders for consideration and approval, pursuant to the Notifications on Acquisition or Disposal of Assets. In addition, the Company's Transactions have a total connected transaction value of 2,040,000,000 Baht, or equivalent to 26.1 percent of the Company's net tangible assets. There is no transaction entered into by the Company during the past 6-month period prior to the date on which the meeting resolves to approve the Company's Transactions, which has to be included in the calculation of the transaction. Therefore, the transaction value of Company's Transactions exceeds 3 percent of the Company's net tangible assets, resulting in the Company being required to obtain an approval from the shareholders' meeting before entering into the Company's Transactions and shall perform other duties as stipulated in the Notifications on Connected Transactions. In this regard, the Company shall propose to the shareholders' meeting to consider and approve the Company's Transactions as well as to authorize executives, managing director, or the person authorized by executives or managing director to take any action necessary and relevant to, as well as to stipulate or amend any conditions, terms, or details related and beneficial to the Company's Transactions, in order to achieve such Company's Transactions. The details of the Company's Transactions are set out in the Information Memorandum of Unique Engineering and Construction Public Company Limited Re: Disposal of Land and Ordinary Shares to Connected Persons (Enclosure). ______________________________________________________________________ Acquisition or disposition of assets 4. Consider and approve the transaction in relation to the disposal of land and ordinary shares to connected persons and proposed to the shareholders' meeting for consideration and approval for the Company to enter into the transaction in relation to the disposal of land and ordinary shares to connected persons, with the details as follows: 4.1 Disposal of land owned by the Company and a parcel of land that the Company holds ownership together with Mr. Kriengsak Suviwattanachai with a total area of 14 rai 65 square wah, located at Pak Kret Sub-District, Pak Kret District, Nonthaburi Province, to Suphannimit Company Limited ("SUP"), a company where Miss Korapat Suvivattanachai ("Miss Korapat"), a younger sister of Mr. Prasong Suviwattanachai, who is the director and managing director of the Company, holds 99.98 percent of the total number of voting shares in SUP at the total purchase price of 431,000,000 Baht (the "Disposal of Land to SUP"). The Disposal of Land to SUP is considered a disposal of assets of the Company pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets (as amended) 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 and Disposition of Assets B.E. 2547 (2004) (as amended) (collectively, the "Notifications on Acquisition or Disposal of Assets"). The transaction size is equivalent to 1.0 percent according to the Total Value of Consideration basis which is the calculation basis resulting in the highest transaction value, according to the consolidated financial statements of the Company for the year 2021, ending as of 31 December 2021 which were audited by the Company's certified public accountant (the "Financial Statements"). In addition, the Disposal of Land to SUP is considered a connected transaction under the category of assets or services pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 Re: Rules on Connected Transactions (as amended) 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 Connected Transactions B.E. 2546 (2003) (as amended) (collectively, the "Notifications on Connected Transactions") as it is a transaction with a juristic person which Miss Korapat, a close relative of the Company's director and executive, is a major shareholder and has the controlling power over such juristic person. The transaction size is equivalent to 5.5 percent of the Company's net tangible assets. 4.2 The sale of all ordinary shares that the Company holds in Unique Real Estate and Development Company Limited ("UR"), a Company's subsidiary, at the par value of 100 Baht equivalent to 99.99 percent of the total number of voting shares in UR, to Miss Korapat at the total purchase price of 1,609,000,000 Baht (the "Sale of Shares in UR"). The entry into the Sale of Shares in UR is considered a disposal of assets of the Company pursuant to the Notifications on Acquisition or Disposal of Assets, with the transaction size equivalent to 32.2 percent according to the Net Operating Profit basis which is the calculation basis resulting in the highest transaction value, according to the Financial Statements. In addition, the Sale of Shares in UR is considered a connected transaction under the category of assets or services pursuant to the Notifications on Connected Transactions as it is a transaction with Miss Korapat who is a close relative of the Company's director and executive. The transaction size is equivalent to 20.5 percent of the Company's net tangible assets. In this regard, the Disposal of Land to SUP and the Sale of Shares in UR (collectively, the "Company's Transactions") are not considered a disposal or transfer of the Company's business, whether in whole or in part, which is significant, to other persons, under Section 107 (2) (a) of the Public Limited Companies Act B.E. 2535 (1992) (as amended) as the disposed assets under the Company's Transactions are not assets significant for the Company's business operations. However, the Company's Transactions are the disposal of assets with the highest total transaction value of 32.2 percent according to the Financial Statements, when calculating based on the Net Operating Profit basis. There is no transaction entered into by the Company during the past 6-month period prior to the date on which the meeting resolves to approve the Company's Transactions, which has to be included in the calculation of the transaction. Therefore, the Company's Transactions is considered the disposal of assets with a transaction value more than 15 percent but less than 50 percent, resulting in Company being required to prepare the report and disclose the information memorandum in relation to the entry into the Company's Transactions to the Stock Exchange of Thailand and deliver a circular notice to the shareholders within 21 days after the disclosure date of transaction to the Stock Exchange of Thailand, pursuant to the Notifications on Acquisition or Disposal of Assets. However, the Company deems it appropriate to propose the Company's Transactions to the shareholders for consideration and approval, pursuant to the Notifications on Acquisition or Disposal of Assets. In addition, the Company's Transactions have a total connected transaction value of 2,040,000,000 Baht, or equivalent to 26.1 percent of the Company's net tangible assets. There is no transaction entered into by the Company during the past 6-month period prior to the date on which the meeting resolves to approve the Company's Transactions, which has to be included in the calculation of the transaction. Therefore, the transaction value of Company's Transactions exceeds 3 percent of the Company's net tangible assets, resulting in the Company being required to obtain an approval from the shareholders' meeting before entering into the Company's Transactions and shall perform other duties as stipulated in the Notifications on Connected Transactions. In this regard, the Company shall propose to the shareholders' meeting to consider and approve the Company's Transactions as well as to authorize executives, managing director, or the person authorized by executives or managing director to take any action necessary and relevant to, as well as to stipulate or amend any conditions, terms, or details related and beneficial to the Company's Transactions, in order to achieve such Company's Transactions. The details of the Company's Transactions are set out in the Information Memorandum of Unique Engineering and Construction Public Company Limited Re: Disposal of Land and Ordinary Shares to Connected Persons (Enclosure). ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.
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Unique Engineering and Construction pcl published this content on 01 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2022 01:26:36 UTC.