Page 184 - E-BOOK
P. 184

Transaction value (million baht)
               Related person/                   Relationship                               Transaction                        Year ending as of        Year ending as of       Necessity and Rationale         Opinions of the audit
                juristic person                                                                                                   31 Dec 2019              31 Dec 2020                                               committee

         1.  Financial Institution    •  The Company has the Financial Institution  1.1  Fee-related transaction                                                             It is subject to conditions identified in  • Such transaction is subject to conditions
            Development Fund           Development Fund (Development Fund) as   •  The fee for Application regarding an Offer                  14.1                     -   the financial advisor and securities   identified in the advisor service
                                       a major shareholder. The Development    for Sale of Newly Issued Securities                                                          distributor contract with best efforts   contract in the past (2013)
                                       Fund holds 45.8% shares in the company                                                                                               for issuing and offering securities to  • The audit committee considered
                                       for as of 30 September 2020                                                                                                          public, and registering the company’s   seeing that such transaction was
                                                                                                                                                                            securities in the Stock Exchange of   suitable and reasonable.
                                                                                                                                                                            Thailand on 4 July 2013 (“Advisor
                                                                                                                                                                            contract”). The Company agrees to
      182  |  Annual Report 2020                                                                                                                                            be responsible for fees  showing
                                                                                                                                                                            information of securities offerings,
                                                                                                                                                                            payable to the Office of Securities and
                                                                                                                                                                            Exchange Commission for information
                                                                                                                                                                            presentation form in the Development
                                                                                                                                                                            Fund. The payment was made on 22
                                                                                                                                                                            November 2019 for 14,067,825.00 Baht
         2.  Krungthai Bank Public   •  The company and Krungthai Bank Public  2.1  Short term loans-related transaction                                                    • As of 31 December 2020, the company   • Such transaction was financially
            Company Limited            Company Limited have a common major    •  Issued bond and loan                                                                        had short-term loans with Krungthai   aided by the Company with interest
                                       shareholder which is the Financial Institution   -  Beginning                                              -                     -    Bank Public Company Limited for   rate and general loan conditions as
                                       Development Fund (Development Fund).    -  Increase                                                   5,500.0               3,750.0   500.0 million Baht to manage the   if it was borrowing from another
                                       As of 31 December 2020, the Development   -  Decrease                                                (5,500.0)             (3,750.0)  liquidity of the Company. Such   financial institution, which is not
                                       Fund holds 45.8%, shares in the Company   -  End                                                           -                     -    loan’s interest is at the money    a related person.
                                       and holds shares of Krungthai Bank Public   •  Interest payable                                          4.5                   4.6    market rate                   • The audit committee considered it
                                       company Limited at 55.1%                                                                                                                                              and realized that such transaction
                                                                                                                                                                                                             was suitable and reasonable.
                                                                          2.2  Debenture-related transaction                                                                • The company offered debentures to  • Such a transaction was a financial aid
                                                                              •  Debenture                                                                                   institutional investors and/or High   program of the Company. The offer
                                                                               -  Beginning                                                   546.0                 229.6    Net Worth Investors to manage    price and interest rate of debentures
                                                                               -  Increase                                                    244.6                1,725.0   liquidity of the company. They were   were the same offer price and interest
                                                                               -  Decrease                                                   (561.0)               (861.6)   non-subordinated debentures with   rate as the Company offered to
                                                                               -  End                                                         229.6                1,093.0   identification of the holders’ name,   other subscribers who were third
                                                                              •  Interest payable                                              11.4                  22.2    without security, an agent for the   parties.
                                                                              •  Accrued interest                                               1.6                   0.3    debenture holders. The debenture  • The audit committee considered it
                                                                                                                                                                             issuer had rights to redeem the    and realized that such transaction
                                                                                                                                                                             debentures before due (depending   was suitable and reasonable.
                                                                                                                                                                             on type of debenture)
   179   180   181   182   183   184   185   186   187   188   189