Announcing the resolutions of the Company Board of Directors meeting No. 12/2026 and setting the date for the Extraordinary General Meeting of Shareholders No. 3/2026.

The Stock Exchange of Thailand · 2d ago
Schedule of Shareholders' meeting
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 15-Sep-2026
Shareholder's meeting date : 27-Nov-2026
Beginning time of meeting (hh:mm) : 14 : 00
Record date for the right to attend the : 30-Oct-2026
meeting
Ex-meeting date : 29-Oct-2026
Significant agenda item :
- Capital increase
- Acquisition and disposition of assets
Type of meeting : Electronic meeting
Venue of the meeting : Electronic meeting
Agenda Item : 1
Agenda Detail : To Consider approving the minutes of
the Extraordinary General Meeting of Shareholders No. 2/2026.
Type : To Consider and approve
Board's Resolution : The board of directors deems it
appropriate to submit the minutes of the Extraordinary General Meeting of
Shareholders No. 2/2026 to the shareholders' meeting for consideration and
approval.
Agenda Item : 2
Agenda Detail : To Consider approving the investment
in Rasmi Bhumi Anti-Aging Beauty Co., Ltd., which is classified as a significant
and related party transaction.
Type : To Consider and approve
Board's Resolution : The board of directors deems it
appropriate to propose to the extraordinary general meeting of shareholders for
consideration and approval of the investment in Rasmi Bhumi Anti-Aging Beauty
Co., Ltd., which is classified as a significant transaction and a related party
transaction.
Agenda Item : 3
Agenda Detail : To Consider and approve the increase
in the company's registered capital and the amendment of Article 4 of the
Memorandum of Association to reflect the increase in registered capital.
Type : To Consider and approve
Board's Resolution : The Board of Directors deems it
appropriate to propose to the Extraordinary General Meeting of Shareholders for
consideration and approval of the increase in the Company's registered capital
and the amendment of Article 4 of the Memorandum of Association to reflect the
increase in registered capital.
Agenda Item : 4
Agenda Detail : To Consider approving the allocation
of newly issued ordinary shares to a limited group of individuals, which
constitutes a significant new share offering and a related party transaction, at
a price below par value.
Type : To Consider and approve
Board's Resolution : The board of directors deems it
appropriate to propose to the extraordinary general meeting of shareholders for
consideration and approval the allocation of newly issued ordinary shares to a
limited group of individuals, which falls under the category of a significant
new share offering and a related party transaction, at a price below par value.
Agenda Item : 5
Agenda Detail : To Consider approving the request for
a waiver from the mandatory tender offer for all securities of the company
based on a shareholders' meeting resolution (Whitewash).
Type : To Consider and approve
Board's Resolution : The board of directors deems it
appropriate to propose to the extraordinary general meeting of shareholders for
approval the request for a waiver from the mandatory tender offer for all
securities of the company, based on a shareholders' resolution (Whitewash).
Agenda Item : 6
Agenda Detail : To consider other agenda (if any)
Type : To Consider and approve
______________________________________________________________________
Acquisition or disposition of assets
Approval of the investment in Rasmi Bhumi Anti-Aging Beauty Co., Ltd., acquiring
20,021,027 shares, representing 92% of RSP's total issued shares, for a total
value of 1,195,000,000.00 THB from two sellers as follows:
1. Transfer of the entire business from Rasmi Bhumi Holding (Thailand) Co.,
Ltd., valued at 850,000,000 THB, representing 65.44%.
2. Purchase of shares from Rasmi Bhumi Holding (Hong Kong) Co., Ltd.,
representing 26.56%, for a total value of 345,000,000 THB, payable in cash.
______________________________________________________________________
Increasing Capital
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 15-Sep-2026
Number of additional common shares : 85,000,000,000
(shares)
Total of additional shares (shares) : 85,000,000,000
Par value (baht per share) : 1.00
Type of allocated securities : Common shares
Allocated to : Private placement (PP)
Person receiving allotment : Rassapoom Holding (Thailand) Co.,
Ltd.
Number of allotted shares (shares) : 85,000,000,000
% of Paid Up Capital after capital : 28.46
increase
Subscription price (baht per share) : 0.01
The offering price is lower than the market price : No
Subscription period : From 27-Nov-2026 to 28-Feb-2027
Total shares allocated to Private : 85,000,000,000
Placement (Shares)
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