DOCSLIB.ORG

There Is No Distribution of Souvenirs. Neither Lunchbox Nor Coffee Or Tea Will Be Served to Minimize Personal Direct Contact

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
There Is No Distribution of Souvenirs. Neither Lunchbox Nor Coffee Or Tea Will Be Served to Minimize Personal Direct Contact There is no distribution of souvenirs. Neither lunchbox nor coffee or tea will be served to minimize personal direct contact. The number of seat available will be at maximum 100 according to the social distancing. Content Page Invitation to the 2020 Annual General Meeting of Shareholders 1 Measures and guidelines for attending the 2020 Annual General Meeting of 10 Shareholders (AGM) Regarding the outbreak of the COVID-19 Supporting Documents to attend the Annual General Meeting of Shareholders Details of the auditors 12 Details of persons nominated for appointment as director 13 Profile of independent directors proposed as proxy of shareholders 23 Conditions and methods of registration for attendees of the meeting, 24 granting proxy and votes counting Provisions of the Articles of Association relating to shareholders’ meeting 27 Map of the annual general meeting’s venue 31 Use of QR Code 32 Proxy Form C 33 Proxy Form B 37 Proxy Form A 41 The 2020 annual report has not been provided in form of printed paper. Please download from QR Code on the invitation letter No. THG 16/2021 March 16, 2021 Subject : Invitation to the 2021 Annual General Meeting of Shareholders To : Shareholders Enclosures : 1. Invitation letter with QR Code (Please present on the meeting date for registration) 2. Details of the auditors (Supporting document for Agenda 5) 3. Details of persons nominated for appointment as director (Supporting document for Agenda 6) 4. Profile of independent directors proposed as proxy of shareholders 5. Conditions and methods of registration for attendees of the meeting, granting proxy and votes counting 6. Provisions of the Articles of Association relating to shareholders’ meeting 7. Map of the annual general meeting’s venue 8. Use of QR Code 9. Proxy forms Notice is hereby given that the 2021 Annual General Meeting of Shareholders of Thonburi Healthcare Group Public Company Limited (“THG”) which will be held on April 23, 2021 at 14.00 hrs. at Nantha Park Club Building (Opposite Thonburi Hospital) no. 64 Soi Issaraparp 44, Baanchanglor Sub-district, Bangkok Noi District, Bangkok 10700 to consider the agendas as follows: Agenda 1 Matters for acknowledgement The Board of Directors’ meeting resolved to repurchased shares (Treasury Stock) for financial management from April 21, 2020 to September 20, 2020, the total number of repurchased shares was 5,281,400 shares, amounting to 105,026,490 baht. Agenda 2 To consider and acknowledge the operating results for 2020 Purpose and Reason Report of THG's performance in 2020 appears in the Annual Report 2020 (can be downloaded by scanning QR Code as below) Invitation to the 2021 Annual General Meeting of Shareholders Page 1 | 41 The Board’s Opinion The board of director approved that it should be proposed this matter to the shareholders’ meeting to acknowledge performance, management discussion and analysis including various factors affecting THG both positively and negatively significant changes in 2020 and the progress of anti- corruption policy. Voting This agenda is for acknowledgement only. Therefore, voting is not required. Agenda 3 To approve the financial statements for fiscal year 2020, ending on December 31, 2020 Purpose and Reason The 2020 financial statements for the year ending December 31, 2020 as set out under “Financial Statements” part of the annual report have been reviewed by the Audit Committee and audited by the auditor. The details are as follows: Statement of financial position and income statement (Unit: Baht) THG Consolidated financial statement Separate financial statement (Million Baht) (Million Baht) 2019 2020 2019 2020 Assets 20,284.99 20,280.21 19,038.99 19,612.94 Liabilities 11,503.50 11,949.06 9,018.34 9,534.82 Revenue from hospital business 6,750.09 6,279.13 5,161.07 4,701.55 Total revenue 8,232.16 7,314.80 5,605.90 5,129.22 Profit per year 459.77 22.81 692.29 460.06 Profit per year for parent company 462.39 62.43 692.29 460.06 Earnings per share (Baht/Shares) 0.55 0.07 0.82 0.54 The Board’s Opinion The Board of Directors is of the view that such financial statements have been reviewed by the Audit Committee and audited by the qualified auditor. The auditor’s opinion on THG’s financial statements is that the financial statements are correct in material respect and in accordance with the accounting standards. The Board of Directors, therefore, proposes such financial statements to the shareholders’ meeting for approval. Voting To approve this agenda, a resolution must be passed by the majority votes of the shareholders and proxy holders who attend the meeting and cast their votes. Agenda 4 To approve appropriation of net profit as legal reserve and dividend payment for 2020 Purpose and Reason 1) Appropriation of legal reserve Invitation to the 2021 Annual General Meeting of Shareholders Page 2 | 41 According to Section 116 of the Public Limited Company Act B.E. 2535 (as amended) (the “Public Company Act”), the company must allocate part of the annual net profit as reserve fund in an amount not less than 5 %of the annual net profit less the sum of accumulated loss brought forward (if any) until the reserve fund amounts to not less than 10 % of the registered capital. Such reserve fund cannot be allocated to shareholders. THG has allocated 112.5 million baht or 13% of its registered capital as legal reserve according to the laws and THG’s Articles of Association. Therefore, it is not required to allocate profit as legal reserve in this year. 2) Appropriation of dividend payment For the dividend payment, THG’s dividend policy is 4 0% of net profit from consolidated financial statements after deduction of income taxes (excluding impact from unrealized exchange rate and after deduction of legal reserves and other reserves). It was deemed appropriate to pay dividends for the operating results of the year 2020 to shareholders at the rate of 0.30 baht per share, equivalent to 55.02% of the Separate’s net profit, totaling 253.14 million baht. The dividend payment rate is in accordance with THG’s dividend policy. The date for the right of shareholders to receive dividends will be on March 15, 2021, with the payment of dividends by May 21, 2021. The right to receive dividend is uncertain as it has not yet been approved by shareholders. Dividend Payment Details 2018 2019 2020 Consolidated net profit (Million Baht) 366.68 459.77 22.81 Consolidated net profit attributable to owner of parent company (Million Baht) 347.60 462.39 62.43 Separate net profit (Million Baht) 1) 758.73 692.29 460.06 Separate net profit attributable to owner of parent company (Million Baht) 1) 758.73 692.29 460.06 Number of shares (Million shares) 849.08 849.08 849.08 Number of shares (Exclude the number of repurchase shares as of 849.08 849.08 843.80 February 28, 2021) (Million shares) Earnings per share calculated from Consolidated financial statement 0.41 0.55 0.07 (shares) Earnings per share calculated from Separate financial statement (shares) 1) 0.89 0.82 0.54 Dividend per share (Baht) 0.35 0.40 0.30 Total dividends paid (Million Baht) 297.18 339.63 253.14 Dividend payout ratio from net profit calculated from Consolidated financial 85.50 73.45 405.50 statement (%) Dividend payout ratio from net profit calculated from Separate financial 39.17 49.06 55.02 statement (%) 1) Invitation to the 2021 Annual General Meeting of Shareholders Page 3 | 41 Remark: 1) The Board of Directors' meeting resolved to change the dividend payment policy from "The rate is not lower than 40% of the consolidated net profit" to "the rate of not less than 40% of the separate net profit" on August 14, 2020 The Board’s Opinion The Board of Directors is of the view that: 1. THG’s registered capital was 849.08 million baht and it has allocated profit in the amount of 112.5 million baht or 13 of the registered capital as legal reserve in accordance with THG’s Articles of Association. Therefore, THG does not have to allocate profit as additional legal reserve. 2. To approve of the payment of dividends from the operating results of 2020 at the rate of 0.30 baht per share, equivalent to 55.02% of the Separate’s net profit and the total dividend payment is of 253.14 million baht. The date for the right of shareholders to receive dividends will be on March 15, 2021, with the payment of dividends by May 14, 2021. Voting To approve this agenda, a resolution must be passed by the majority votes of the shareholders and proxy holders who attend the meeting and cast their votes. Agenda 5 To agree the appointment of auditors and audit fee for the fiscal year ending December 31, 2021 Purpose and Reason To consider and approve the appointment of the auditor and determination of audit fee for the year 2019 according to Section 120 of the Public Limited Company Act B.E. 2535 (as amended) (the “Public Company Act”). Article 56 Article 57 and of THG’s Articles of Association states that the appointed auditor may be reappointed as THG’s auditor and determine the audit fee by the annual general meeting of shareholders. The Audit Committee has considered the selection of auditors according to the specified criteria and proposed to appoint PricewaterhouseCoopers ABAS Limited ("PWC") who has been the auditor of THG from the fiscal year ending December 31, 2014 to the fiscal year ending December 31, 2018 for a period of 7 years.
Load more

Recommended publications
  • Report 2018 รายงานประจําป 2561
    THONBURI HEALTHCARE GROUP PUBLIC COMPANY LIMITED ANNUAL REPORT 2018 รายงานประจําป 2561 Call Center 02 487 2000 l www.thg.co.th THON CORE VALUES TREASURE LIVES We treasure everyone’s quality of T life and we strive to offer the best care without discrimination of any persons or groups HONEST We work on the principles of honesty and H transparency, offering only necessary and desired products and services. We also approach our work with humility and respect for patients’ dignity OPTIMISTIC We look towards the future with O optimism, constantly searching for innovative ways to improve our services and business performance NURTURING Because our people are our greatest N asset, we will nurture and keep developing our employees to be the best healthcare professionals for our customers 2 Message from the Chairman 3 Message from the CEO 4 Board of Directors 6 Executives and Corporate Secretary 7 Profile of Board of Directors, Executives and Corporate Secretary 19 Organizational Structure 20 Shareholding Structure of the Company 21 Other Investments 22 Financial Highlights 24 Corporate Social Responsibilities 35 Policy and Business Overview 38 Major Changes and Developments 39 Revenue Structure 40 Business Description 46 Securities and Shareholders Information 48 Management Structure 57 Risk Factors 61 Management Discussion and Analysis 67 Report on the Board of Directors’ Responsibility towards the Financial Statements 69 Independent Auditor’s Report and Financial Statement 186 Audit Committee Report 188 Corporate Governance 209 Internal Control and Risk Management 212 Related Transactions 218 Other Important Information Please see more information from the Annual Registration Statement (Form 56-1) of the Company as shown in www.sec.or.th.
    [Show full text]
  • Annual Report 2019 รายงานประจำป 2562
    ANNUAL REPORT 2019 รายงานประจำป 2562 Call Center 02 487 2000 l www.thg.co.th THON CORE VALUES Contents TREASURE LIVES We treasure everyone’s quality of life and T we strive to offer the best care without discrimination of any persons or groups HONEST We work on the principles of honesty and H transparency, offering only necessary and desired products and services. We also approach our work with humility and respect for patients’ dignity OPTIMISTIC We look towards the future with optimism, O constantly searching for innovative ways to improve our services and business performance NURTURING Because our people are our greatest asset, we N will nurture and keep developing our employees to be the best healthcare professionals for our customers Contents 2 Message from the Chairman 3 Message from the Chief Executive Officer 4 Board of Directors 6 Executives 8 Profiles of Board of Directors and Executives 19 Organizational Structure 20 Shareholding Structure of the Company 21 Financial Highlights 23 Sustainable Development 42 Policy and Business Overview 45 Major Changes and Developments 47 Revenue Structure 48 Business Description 52 Securities and Shareholders Information 54 Management Structure 62 Corporate Governance 86 Risk Factors 90 Management Discussion and Analysis 97 Report on the Board of Directors’ Responsibility towards the Financial Statements 98 Independent Auditor’s Report and Financial Statement 175 Audit Committee Report 177 Internal Control and Risk Management 181 Connected Transactions 191 Other Important Information Please
    [Show full text]
  • Invitation to the 2020 Annual General Meeting of Shareholders April 24, 2020 at 14.00 Hrs
    Invitation to the 2020 Annual General Meeting of Shareholders April 24, 2020 at 14.00 hrs. at Building 5 (Parking Building) Thonburi Hospital Content Page Invitation to the 2020 Annual General Meeting of Shareholders 1 Supporting Documents to attend the Annual General Meeting of Shareholders Details of the auditors 10 Details of persons nominated for appointment as director 11 Profile of independent directors proposed as proxy of shareholders 19 Conditions and methods of registration for attendees of the meeting, 21 granting proxy and votes counting Provisions of the Articles of Association relating to shareholders’ meeting 24 Map of the annual general meeting’s venue 28 Use of QR Code 29 Proxy Form C 30 Proxy Form B 34 Proxy Form A 38 The 2019 annual report has not been provided in form of paper. Please download from QR Code on invitation to the Annual General Meeting of Shareholders No. THG 9/2020 March 16, 2020 Subject : Invitation to the 2020 Annual General Meeting of Shareholders To : Shareholders Enclosures : 1. Invitation letter with QR Code (Please present on the meeting date for registration) 2. Details of the auditors (Supporting document for Agenda 5) 3. Details of persons nominated for appointment as director (Supporting document for Agenda 6) 4. Profile of independent directors proposed as proxy of shareholders 5. Conditions and methods of registration for attendees of the meeting, granting proxy and votes counting 6. Provisions of the Articles of Association relating to shareholders’ meeting 7. Map of the annual general meeting’s venue 8. Use of QR Code 9. Proxy forms Notice is hereby given that the 2020 Annual General Meeting of Shareholders of Thonburi Healthcare Group Public Company Limited (“THG”) which will be held on April 24, 2020 at 1 4.00 hrs.
    [Show full text]
  • Invitation to the 2020 Annual General Meeting of Shareholders April 24, 2020 at 14.00 Hrs
    Invitation to the 2020 Annual General Meeting of Shareholders April 24, 2020 at 14.00 hrs. at Nuntha Utayarn Samosorn (Opposite Thonburi Hospital) Content Page Invitation to the 2020 Annual General Meeting of Shareholders 1 Supporting Documents to attend the Annual General Meeting of Shareholders Details of the auditors 10 Details of persons nominated for appointment as director 11 Profile of independent directors proposed as proxy of shareholders 19 Conditions and methods of registration for attendees of the meeting, 21 granting proxy and votes counting Provisions of the Articles of Association relating to shareholders’ meeting 24 Map of the annual general meeting’s venue 28 Use of QR Code 29 Proxy Form C 30 Proxy Form B 34 Proxy Form A 38 The 2019 annual report has not been provided in form of paper. Please download from QR Code on invitation to the Annual General Meeting of Shareholders No. THG 9/2020 March 16, 2020 Subject : Invitation to the 2020 Annual General Meeting of Shareholders To : Shareholders Enclosures : 1. Invitation letter with QR Code (Please present on the meeting date for registration) 2. Details of the auditors (Supporting document for Agenda 5) 3. Details of persons nominated for appointment as director (Supporting document for Agenda 6) 4. Profile of independent directors proposed as proxy of shareholders 5. Conditions and methods of registration for attendees of the meeting, granting proxy and votes counting 6. Provisions of the Articles of Association relating to shareholders’ meeting 7. Map of the annual general meeting’s venue 8. Use of QR Code 9. Proxy forms Notice is hereby given that the 2020 Annual General Meeting of Shareholders of Thonburi Healthcare Group Public Company Limited (“THG”) which will be held on April 24, 2020 at 14.00 hrs.
    [Show full text]
  • “Lifetime Health Guardian for All”
    Enclosure 1 - Translation - Information of Thonburi Heathcare Group Public Company Limited (THG) The connected transaction of the purchase of land and building on Pracha Uthit Road to develop the Thonburi Senior Home Project of Premiere Home Health Care Co., Ltd. (THG has 99.9% shareholding) “Lifetime health guardian for all” Invitation for the Extraordinary General Meeting No.1/2018 Information of Thonburi Heathcare Group Public Co., Ltd. (THG) The connected transaction of the purchase of land and building on Pracha Uthit Road to develop the Thonburi Senior Home Project of Premiere Home Health Care Co., Ltd. (THG has 99.9% shareholding) The board of directors’ meeting no. 4/2018 has resolved to approve Premiere Home Health Care Co., Ltd., (“PHHC”) which THG has 99.9% shareholding, to purchase certain land and buildings. The land and building are located on Pracha Uthit Road, Thung Khru Sub-district, Thung Khru District, Bangkok. Details of the land and building are as follows: 1. 6 land plots of which the land area according to the title deeds are 8-1-93 Rai, including a 11-storey building, a 16-stroey building (construction is suspended at 11 Floor); and 2. 2 land plots of which the land area according to title deeds are 0-0-32.3 Rai, including 2 of 3-storey commercial buildings. Invitation for the Extraordinary General Meeting No.1/2018 Page 1 | 48 The purchase of land and buildings from Super P&S Co., Ltd. (“Super P&S”) to develop the Thonburi Senior Home Project is for the purchase price of Baht 250,000,000 (two hundred and fifty million), which shall be paid after the approval of the shareholders.
    [Show full text]