SET orders AKS to clarify 67 budget on investment in GEPT-WEH-hemp business
The Stock Exchange of Thailand has ordered AKS to clarify its 67 financial statements after the auditor raised several concerns, including investments in GEPT, WEH, and the cannabis business, which could affect its financial position and business.
April 11, 2568 Stock Exchange of Thailand (SET) would like to request thatAKS Corporation Public Company Limited (AKS) Clarified information in the financial statements for the year 2567, with the auditor making the following observations:
- Additional investment in Green Earth Power (Thailand) Co., Ltd. (GEPT) by changing the share purchase price by another 20% and changing the share acquisition payment to a commission, which must return the difference to the company but has not yet received the refund of 255 million baht.
- The gradual repurchase of shares of Wind Energy Holding Company Limited (WEH) but the company was unable to pay the money when the payment was due.
- Future business operations which have recorded a significant amount of impairment of goodwill
The above cases may affect the Company's financial position, operating results and business expansion.
We would like to know the opinions of the Board of Directors through the Stock Exchange of Thailand's information disclosure system by 24 April 2568. In addition, investors are requested to study the financial statements and follow the Company's explanations.
Summary of important events and information in the 2567 financial statements
1. Additional investment in Green Earth Power (Thailand) Co., Ltd. (GEPT) (solar power plant business in Myanmar) In September 2567, the board of directors resolved to purchase 12% of GEPT shares from Meta Corporation Public Company Limited (META) (currently holding 11.5%, an investment of 1,382 million baht) by signing a contract for Planet Energy Holding Pte. (PEH) to negotiate with META and paid a share acquisition fee to PEH of 300 million baht.
Including November 2567, a refundable share deposit of 250 million baht was paid to META. However, in February 2568, a resolution was passed to change the matter, which resulted in a refund of 255 million baht from PEH, but it has not been received.
In 2567, the Company recorded a loss from the fair value measurement of GEPT shares of 798 million baht (58% of the investment), resulting in a decrease in investment from 1,382 million baht to 585 million baht, and the auditor has additional observations on the investment as mentioned above.
The Stock Exchange of Thailand would like to know the opinions of the Company's Board of Directors as follows:
1.1 The reasonableness of the purchase price of GEPT shares and the adjustment of the purchase price by another 20% where the Company receives the same proportion of shares and the fair value of GEPT shares is reduced, including the payment of the deposit, along with a brief summary of the information used in considering the investment (e.g. rate of return, conditions for canceling the investment), and risk prevention measures (e.g. margin calls).
1.2 The rationale and maximum benefit that the Company will receive from PEH negotiating to purchase shares instead of negotiating directly with META, even though the Company has a relationship as a shareholder of GEPT at 11.5%, along with a summary of important information of PEH and the contract (e.g. business operations, names of shareholders and directors, including the relationship with the Company, including shareholders, directors, and executives on the date of the contract and present, contract time frame, important conditions under the contract)
1.3 Progress and actions to obtain GEPT shares and receive money back from PEH, including risk prevention measures (e.g. margin calls), time frame to receive GEPT shares and receive the full amount back. Please report the progress together with the submission of quarterly financial statements or when there is any significant progress in any action until you receive GEPT shares or receive the full amount back from PEH.
2. The gradual repurchase of shares of Wind Energy Holding Company Limited (WEH) as requested by the Stock Exchange of Thailand in the second quarter of 2 regarding the Company's contract to sell 2567 million WEH shares and repurchase at a higher price. The Company explained that it was a loan agreement using WEH shares as collateral, in which the lender must transfer back the WEH shares when the full payment is received according to the loan agreement.
In 2567, the Group was unable to make the payment as scheduled of 5.2 million baht and had to pay another 2568 million baht within 86.2. In addition, the Company recorded a loss from fair value measurement of 431 million baht (33% of the investment), resulting in a decrease in investment from 1,290 million baht to 859 million baht. The auditors noted the above and entered into a contract to sell WEH shares and repurchase at a higher price.
The Stock Exchange of Thailand would like to know the opinions of the Company's Board of Directors as follows:
2.1 Measures to prevent the risk of WEH being seized as collateral for loans
2.2 Progress in repayment of debts due and measures to repay debts due in 2568 as scheduled
3. Future business operations
In 2567, the Company recorded impairment of goodwill of Egronics Co., Ltd. (a 100% subsidiary company engaged in the production and distribution of hemp and cannabis) of 1,034 million baht from an investment value of 1,200 million baht, resulting in goodwill remaining at 101 million baht.
The Company also recorded a loss from the fair value measurement of GEPT and WEH as specified in items 1 and 2 totaling 1,229 million baht, which the auditor has the above observations.
The Stock Exchange of Thailand would like to know the opinions of the Company's Board of Directors as follows:
3.1 Future cannabis business policy, including measures to prevent risks from future investments to prevent impacts on the Company's financial position, performance and liquidity.
3.2 Adequacy of the records of goodwill or fair value of investments
AKS is engaged in the business of developing and trading real estate, both horizontal and vertical, and providing real estate rental services.
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