RPCG/HO-SET/0015/2021

December 17, 2021

Subject: Notification of the Appointment of new Director to replace the vacant positions, Dissolution and Liquidation of Subsidiary

Attention: President

The Stock Exchange of Thailand

Enclosure: Form to Report on Names of Members and Scope of Work of the Audit Committee (F24-1)

RPCG Public Company Limited ("RPC") would like to inform that the Board of Director's meeting No.8/2021 which was held on December 17, 2021 passed the significant resolution as follows:

  1. Appoint Ms.Pordee Khanistanan to be Independent Director, Audit Committee Member and Nomination and Remuneration Committee Member, in replacement of Mr.Chamni Janchai, the resigned director, the appointment shall be effective from December 17, 2021 onwards.
  2. Approved the dissolution and liquidation of RPCG-JV1 Co.,Ltd., ("RPCG-JV1") a subsidiary company, in which the Company holds 100% shares. Due to cancellation of real estate development projects, the registration of the company dissolution with the Department of Business Development, Ministry of Commerce and the process of liquidation are expected to be completed within February 2022. The dissolutions do not affect the Company's performance in anyway.
    The disposal of shares of RPCG-JV1 Co.,Ltd., ("RPCG-JV1") considered the acquisition of assets 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 on August 31, 2008 (and amendments) 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, dated 29 August 2004 (Notification on Acquisition or Disposition) and upon calculating the size of the transaction according to Re: Acquisition or Disposal of Assets, the highest value of the transaction was 6.69 percent of the assets value of the Company as of September 30, 2021 (the basis for calculation of the largest transaction size), which such transaction was not required to disclose information pursuant to the notification on acquisition or disposition.
    Whereby there was no any of the Company's transaction for disposal of assets in the past 6 months.
    Please be informed accordingly.

Sincerely Yours,

(Mrs.Supannee Tanchaisrinakorn)

Company Secretary

Investor relation / Office of Managing Director Email: ir@rpcthai.comTel. 0-2372-3600

F 24-1

Form to Report on Names of Members and Scope of Work of the Audit Committee

The Board of Directors meeting/shareholders meetingof RPCG Public Company Limited No. 8/2021 held on December 17, 2021 resolved the meeting's resolutions in the following manners:

  • Appointment of the audit committee/Renewal for the term of audit committee:

Chairman of the audit committee

Member of the audit committee

As follows:

      1. Ms.Pordee Khanistanan ………………………………………………………………..
      2. ………………………………………………………………………………………………………………………………
      3. ………………………………………………………………………………………………………………………………
      4. ………………………………………………………………………………………………………………………………
    • the appointment/renewalof which shall take an effect as of December 17, 2021
  • Determination/Change in the scope of duties and responsibilities of the audit committee with the following details:

-

………………………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………………………

, the determination/change of which shall take an effect as of ………(date)……-……………

The audit committee is consisted of:

1. Member of the audit committee

Mr. .Prasit Dheeraratbongkot

remaining term in office

2. Member of the audit committee

Ms. Panicha Pongsivapai .

remaining term in office

3. Member of the audit committee

Ms. Pordee Khanistanan .

remaining term in office

Secretary of the audit committee Mrs. Supannee Tanchaisrinakorn

2 years 3 months

3 years 3 months

  • years 3 months

Enclosed hereto is 1 copies of the certificate and biography of the audit committee. The audit committee number(s) 3 has/have adequate expertise and experience to review creditability of the financial reports.

2

The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:

  1. Review the Company's financial reporting process to financial statement to ensure the accuracy and sufficient;
  2. To review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit's independence, as well as to approve the appointment, transfer dismissal and to yearly performance evaluation of the chief of an internal audit unit or any other unit in charge of an internal audit;
  3. To review the Company's compliance with the law on securities and exchange, the Exchange's regulations, and the laws relating to the Company's business;
  4. To consider, select and nominate an independent person to be the Company's auditor, and to propose such person's remuneration, as well as to attend a non-management meeting with an auditor at least once a year;
  5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange's regulations, and are reasonable and for the highest benefit of the Company;
  6. To prepare, and to disclose in the Company's annual report, an audit committee's report which must be signed by the audit committee's chairman and to ensure that they are in compliance with the laws and the Exchange's regulations;
  7. Review and report the company's audit result to the Board of Directors to ensure that the company's risk management framework and operation efficiency and effectiveness have been evaluated regularly and suggest an improvement to be updated.;
  8. Review reliability and effectiveness of information technology related to financial reporting and internal control and risk management;
  9. Review the audit plans to ensure that generally accepted principles are in practiced;

10.Review the appropriateness of the Audit Committee Charter and the Internal Audit Charter;

11.The Committee, if necessary, might seeks independent opinion from experts in other profession at the expense of the company with the Board of Director' approval. The hiring procedure should conform to the company policy;

12.To perform any other act as assigned by the Company's board of directors, with the approval of the audit committee.

The company hereby certifies that

  1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and
  2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand

Signed ………………………………………………… Director

(Mr. Satja Janetumnugul.)

(Seal)

Signed ………………………………………………… Director

(Mr. Supapong Krishnakan)

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RPCG Public Company Limited published this content on 17 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2021 10:58:01 UTC.