QUALITY HOUSES (Enclosure No.2)
(Translation)
MINUTES OF THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
QUALITY HOUSES PUBLIC COMPANY LIMITED
Date, Time and Venue
The Annual General Meeting of Shareholders was held on Friday, April 22, 2022 at 10.30 a.m. via electronic meeting system (e-AGM). Broadcast location was the meeting room, Q House Lumpini Building, 4th Floor, No.1 South Sathorn Road, Thungmahamek Sub-district, Sathorn District, Bangkok, 10120.
Commencement of the Meeting
Mr. Boonsom Lerdhirunwong, Chairman of the Meeting, announced that the time was 10.30 a.m. and there were 17 shareholders attending the online meeting in person, representing 6,517,334 shares and 263 proxies, representing 4,096,845,903 shares. In total, there were 280 shareholders and proxies, representing a total of 4,103,363,237 shares or 38.30 percent of total shares issued by the Company. The number of attendees was higher than 25 and they represented more than one-third of total shares issued by the Company, which constituting a quorum in accordance to its Articles of Association. As a result, the Chairman then declared the commencement of the 2022 Annual General Meeting of Shareholders and introduced the Board of Directors, auditors, independent and vote-counting intermediate representative who attended the Meeting as follows:
Board of Directors: | |||
Name | Position | ||
1. | Mr. Boonsom | Lerdhirunwong | Independent Director and Chairman of the Board of Directors |
2. | Mr. Chalerm | Kiettitanabumroong | Director, Chairman of the Risk Management Committee and Chief |
Executive Officer | |||
3. | Mr. Rachai | Wattanakasaem | Independent Director, Chairman of the Audit Committee, Member of |
the Nomination and Remuneration Committee and Member of | |||
Corporate Governance Committee | |||
4. | Mr. Suri | Buakhom | Independent Director, Chairman of the Corporate Governance |
Committee and Member of Audit Committee | |||
5. | Mr. Adul | Vinaiphat | Independent Director, Chairman of the Nomination and Remuneration |
Committee and Member of Audit Committee | |||
6. | Mrs. Suwanna | Bhuddhaprasart | Director and Member of Corporate Governance Committee |
7. | Mr. Adisorn | Thananan-narapool | Director and Member of Nomination and Remuneration Committee |
8. | Mr. Naporn | Sunthornchitcharoen | Director |
9. | Mr. Achawin | Asavabhokin | Director |
10. | Mr. Pravit | Choatewattanaphun | Director and Managing Director |
11. | Ms. Apinya | Jarutrakulchai | Director, Senior Executive Vice President, CFO and Company |
Secretary |
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Page 1 of 18
(Enclosure No.2)
(Translation)
In this Annual General Meeting, there were a total of 11 directors who attended the meeting - equivalent to 100% of total directors.
Auditors:
EY Office Limited: Ms. Pimjai Manitkajohnkit, who was an intermediary responding to relevant queries.
Independent and vote-counting intermediary representative:
Mr. Kanitphat Samutrangsi, from Sinturangsi Law Company Limited
The Chairman of the Meeting assigned "Mr. Chinnadej Siripornpisal", the Officer of Company Secretary Department, to notify procedures of the 2022 Annual General Meeting of Shareholders and view a demonstration video for the system on the day of the meeting, as well as functions for asking questions and voting as follows:
1. Voting Methods
The Company applys the voting method on the basis of "one share one vote". At the end of the report and inquiries session of each agenda, the Chairman of the Meeting shall request the Meeting to vote. Shareholders can vote through the DAP e-Shareholders Meeting system, the voting time is approximately 1 minutes. If shareholders do not take any action, the system will record a vote as "approved." for that agenda.
As for shareholders who had given proxy to the independent director to vote on their behalf in accordance to their intention of voting in each agenda, the Company did record such "approved", "disapproved" or "abstained" votes earlier in the voting system of DAP e-Shareholder Meeting.
2. The proposal of agendas for the Annual General Meeting of Shareholders, nomination of directors by minority shareholders and submission of advanced questions
The Company provided an opportunity for the shareholders to propose agendas, and nominate persons who possess qualifications required by law as directors of the Company in the 2022 Annual General Meeting of Shareholder, as well as an opportunity for shareholders to send questions to the Company in advance in accordance to the guidelines specified on the Company's website: "www.qh.co.th" from October 1, 2021 to December 31, 2021.
The Company notified that there was no shareholders proposed any agenda for the Meeting or any persons to be nominated as the Company's directors, and no advanced questions sent ahead of the 2022 Annual General Meeting of Shareholder.
Subsequently, the Chairman of the Meeting proceeded the 2022 Annual General Meeting of Shareholders as follows:
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Page 2 of 18
(Enclosure No.2)
(Translation)
Agenda 1: To consider certify the Minutes of the 2021 Annual General Meeting of Shareholders
The Chairman of the Meeting proposed to the shareholders in the meeting to consider certify the Minutes of the 2021 Annual General Meeting of Shareholders held on April 22, 2021 per Enclosure 2, pages 14-31, which was distributed to the shareholders together with the Notice of the Meeting as well as the Factual Details and Reasons for the Shareholders' consideration per Enclosure 1, page 6-13.
Questions, suggestions and clarifications made before casting votes on this agenda:
-None-
Resolution: The resolution of this agenda shall require the majority of votes of the shareholders present and voting at the meeting.
The Meeting resolved to certifiy the Minutes of the 2021 Annual General Meeting of Shareholders with the following voting results:
Vote for | Number of Votes | % of the shareholders present |
and voting at the meeting | ||
- Approve | 4,121,236,154 | 100.0000 |
- Disapprove | - | 0.0000 |
- Abstain | - | Not Count |
Remark: In this agenda item, there were additional shareholders attending the Meeting, representing 17,872,917 shares.
Agenda 2: To consider acknowledging the Company's 2021 operating performance
The Chairman of the Meeting assigned "Mr.Pravit Choatewattanaphun" (Director and Managing Director) to report to the Meeting.
Mr.Pravit Choatewattanaphun explained the company's overall operating result for the year 2021 as follows:
1. In 2021, the Company launched 2 new projects valued at THB 2,553 million.
Number of Projects | 2021 |
Carry Forward | 79 |
Open | 2 |
Close | (7) |
Remaining | 74 |
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Page 3 of 18
(Enclosure No.2)
(Translation)
No. | Project | Product | Price Range | Project Value |
(MB) | ||||
1. | Q District Suksawat 76 | Townhouses | Middle-end market | 1,438 |
2. | Casa CityBangna - King Kaew | Townhouses | Middle-end market | 1,115 |
Total | 2,553 | |||
- New project launch by segment. In 2021 separated by
- By product type, 100% was townhouses
- By price range, 100% was Middle-end market
- By location, 100% was in Bangkok and vicinities.
- Transfer in 2021 by segment. The Company's revenue recognition
- By product type, 57% was single detached houses, 33% was townhouses and 10% was condominiums.
- By price range, 26% was High-end market, 57% was Middle-end market and 17% was Low-end market.
- By location, 94% was in Bangkok and vicinities and 6% was in other provinces.
- Purchase of Land in 2021
The Company purchased 4 plots of land for project development with a total value of THB 902.5 million.
Later, Ms. Apinya Jarutrakulchai (Director and CFO, etc.) reported the Company's performance for the year 2021, as follows:
1. Total revenue from sales of real estate,Rental and Service and other revenue was THB 8,351 million including:
Description | 2021 | 2020 | Increase (Decrease) | |||||||||||
(Million Baht) | (Million Baht) | |||||||||||||
Million Baht | % | |||||||||||||
Revenue from sale of real estate | 7,502 | 8,503 | (1,001) | (12) | ||||||||||
Revenue from rental and service of hotel business | 314 | 330 | (16) | (5) | ||||||||||
Revenue from rental and service of | office building | 303 | 305 | (2) | (1) | |||||||||
Other revenue | 232 | 232 | (0) | (0) | ||||||||||
Total Revenue | 8,351 | 9,370 | (1,019) | (11) | ||||||||||
2. Gross Profit Margin | In 2021, the Company reported gross profit margin of the Company at 29.8% |
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Page 4 of 18
(Enclosure No.2)
(Translation)
- Selling and Administrative Expenses (Normal Operation) In 2019, selling and administrative expenses (Normal Operation) was THB 1,667 million, a decrease of approximately 6% compared to 2020,
- Total Profit Sharing from investment in associate companies was THB 1,382 million as follows:
2021 | 2020 | Increase (Decrease) | ||||||||||||
Company | (Million Baht) | (Million Baht) | ||||||||||||
Million Baht | % | |||||||||||||
Home Product Center PCL. | 1,081 | 1,020 | 61 | 6 | ||||||||||
LH Financial Group PCL. | 170 | 311 | (141) | (45) | ||||||||||
QHPF | 148 | 167 | (19) | (11) | ||||||||||
QHHR | (17) | 32 | (49) | (153) | ||||||||||
Total | 1,382 | 1,530 | (148) | (10) | ||||||||||
- Net Profit for the year 2021 was THB 1,670 million, a decrease of approximate 21% from 2020, accounting for 20% of total revenue.
- Debentures/ Loans
In 2021, the Company has outstanding interest bearing debt of THB 15,140 million decreasing THB 1,904 million consisting of THB 3,140 million long term loans and THB 12,000 million debentures. The reason of decreasing of loan was short term loan repayment. - Interest bearing Debt to Equity Ratio (time) was 0.56 time in 2021 (decreasing from 2020) and Net Financial Debt to Equity Ratio was 0.44 time.
Thereafter, "Mr.Suri Buakhom", Chairman of the Corporate Governance Committee clarified to the meeting as follows:
Mr. Suri Buakhom clarified to the meeting that the Company has been certified as a "Member of the Thai Private Sector Collective Action Coalition Against Corruption" since March 9, 2017, and the Company renewed its membership for the first time on November 4, 2019. As the membership renewal lasts for 3 years and will expire on November 3, 2022, the Company will complete the second membership renewal by September 2022.
In 2021, the Company has no complaints or whistleblowers about corruption matters.
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Quality Houses pcl published this content on 20 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 March 2023 07:06:10 UTC.
