Invitation Letter to General Shareholders’ Meeting

Fact and reason The Company arranged the 2023 Annual General Shareholders’ Meeting on 10 April 2023 were accurately recorded and has submitted the minutes of meeting to Stock Exchange of Thailand and has published it on website of the Company on www.qualitechplc.com. Details are according to the minutes as in (Enclosure 1)

The Board’s opinion The Board of Director’s considered and appropriate that the shareholder’s meeting approve the minutes of the Annual General Meeting of Shareholders 2023 held on April 19, 2023.

Voting on this agenda item has to be approved by the majority of shareholders who attended the meeting and had the right to vote.

Fact and reason The Board of Director’s report about the operating result for year 2023 ended December 31, 2023 is shown in the annual report for 2023 which has been distributed to shareholder’s together with this invitation (Enclosure 2) and has published it on website of the Company on www.qualitechplc.com.

The Board’s opinion The Board of Director’s agreed and appropriate the shareholder’s meeting to acknowledge on the Board of Director’s report about the operating result for year 2023 ended December 31, 2023.

Voting This agenda item was for acknowledgement, and there was no voting in this agenda.

Fact and reason According to Public Company B.E. 2535 Section 112 and the Company Regulations article 44, The board of directors is required to prepare the balance sheet and the statement of income at the ending day of the accounting period of the company for submission to the extraordinary meeting of the shareholders in the annual meeting of the shareholders to examine and approve the balance sheet and the statement of income, before submitting to the shareholders’ meeting.

               Annual Financial statement which ended on 31 December 2023 has been verified and endorsed by Miss Supaporn Mungjit, the auditor of D I A International Auditing Company Limited and this statement has been determined by the audit committee, the details appear in the “Financial Statements” which appeared in Form 56-1 One Report of as in (Enclosure 2) which represents corporate financial position and performance in 2023. A summary is as follows.

                     Statements of Financial Position and statements of comprehensive income of Qualitech Public Company Limited and subsidiaries are as follows :

                      Total assets                                                                            391,715,576.15           Baht

                     Total liabilities                                                                           96,018,990.30           Baht

                     Total Income                                                                           430,608,011.50           Baht

                     Profit (Loss) for the year for owners of the Company       (141,336,121.62)          Baht

                     Earnings per share                                                                                  (1.43)           Baht

                     Statements of Financial Position and statements of comprehensive income of Qualitech Public Company Limited are as follows :

                      Total assets                                                                            376,103,909.15           Baht

                     Total liabilities                                                                           91,958,225.32           Baht

                     Total Income                                                                           408,435,785.70           Baht

                     Profit (Loss) for the year                                                      (149,243,004.29)          Baht

                     Earnings per share                                                                                 (1.51)           Baht

The Board’s opinion The Board of Director’s agreed and appropriate the shareholder’s meeting to approve 2023 financial statement ending on 31 December 2023 which has been audited by the auditor from D I A International Auditing Company Limited, and has been reviewed by the audit committee.

Voting on this agenda item has to be approved by the majority of shareholders who attended the meeting and had the right to vote.

Fact and Reason The Company has a policy of distribution of the dividend with at least 40% of net profit after deducting corporate income tax and Reserve Tax stipulated by the law. Dividend distribution must consider the company’s overall performance, economic condition, the company’s cash flow as well as the company’s and subsidiaries’ future investment plans and other relevant factors. However, the dividend distribution may differ from company policy or be omitted as determined and approved by The Company’s Board of Directors and forward the proposal to the Annual General Meeting to approve.

The company is in the process of extending its operation and has necessity to reserve cash for operational working capital and the company’s investing costs. These may specify to omitted dividend distribution, The board viewed as appropriate to propose to the shareholders for consideration of omission dividend payment for the Company’s performance of the year 2023

The Board’s opinion The board viewed as appropriate to propose to the shareholders for consideration of omission dividend payment for the Company’s performance of the year 2023, due to the company’s ongoing expansion and has necessity to reserve cash for operational working capital and the company’s investing costs.

Voting on this agenda item must be approved by the majority of shareholders who attended the meeting and had the right to vote.

Fact and Reason According to regulation of the Company item 18, in every shareholder’s meeting, the one-third of committee would be retired by rotation as the committee who stays longest would be retired; the retired can be reelected to take position again. This year, committee who retire by rotation include 3 following people ;  

1)  Mr. Kitti            Phuathavornskul   Director / Chairman of the Board of Directors / President              

2)  Mr. Supoj         Kaewmanee           Director          

3)  Ms. Kunlanit    Sarapab                 Director / Executive Director /  Nomination and RemunerationCommittee / Risk Management Committee               

To comply with policy of good governance associated with rights of shareholders, the Company has announced to Stock Exchange of Thailand and on Website of the Company www.qualitechplc.com during 1 October 2023 – 31 December 2023 to give rights to shareholders to propose agenda of the 2024 Annual General Meeting of Shareholders and nominate a proper person to be selected as the Company’s committee for prior consideration of the Company’s board. However, no shareholder proposed the agenda or nominated candidates to be elected as Directors in advance.               

Mr. Kitti Phuathavornskul and Mr. Supoj Kaewmanee have passed a scrutiny process and careful consideration be careful from the Board of Directors and Nomination and Remuneration Committee (excluding interested directors) that the 2 Directors have the qualifications suitable for the company’s business operation. They are knowledgeable, competent and experienced which are beneficial to the company’s business operations. As well as performing duties with caution under the Articles of Association of the Company and not have as well as prohibited characteristics in accordance with the Public Limited Company Act B.E. 2535 (including additional amendments), Securities and Exchange Act B.E. 2535 (including additional amendments), announcement of the Stock Exchange of Thailand Board. and related announcements from the Capital Market Supervisory Board. it is therefore deemed appropriate to propose to the Annual General Meeting of Shareholders for year 2024 to consider and approve the appointment 2 directors back for another term as follows ;

1)  Mr. Kitti           Phuathavornskul

2)  Mr. Supoj        Kaewmanee   

According to the resolution of the Board of Directors’ Meeting no. 1/2024 held on February 2, 2024 approved to propose Miss Kunlanit Sarapab to the shareholders’ meeting for consideration to elect directors replacing those who retired by rotation has returned to the position of director of the company for another term, after that due to Miss Kunlanit Sarapab has resigned from the company’s director and does not wish to renew her term. The Nomination and Remuneration Committee has therefore considered recruiting suitable persons and agree that Mr. Wallop Luangseenak to be to elect directors replacing those who retired by rotation for the replacement Miss Kunlanit Sarapab, whose terms expired and does not wish to renew her term to the shareholders,  The Nomination and Remuneration Committee have considered to propose the shareholders’ meeting for approval on the re-election of Mr. Wanlop Luengsinak owing to who is a person with the qualifications suitable for the company’s business operation, knowledgeable, competent, and experienced which are beneficial to the company’s business operations. As well as performing duties with caution under the Articles of Association of the Company and not have as well as prohibited characteristics in accordance with the Public Limited Company Act B.E. 2535 (including additional amendments), Securities and Exchange Act B.E. 2535 (including additional amendments), announcement of the Stock Exchange of Thailand Board. and related announcements from the Capital Market Supervisory Board. 

The Board’s opinion The Board of Director’s (excluding interested directors) have passed a scrutiny process and careful consideration be careful and agrees with the Nomination and Remuneration Committee considered the opinion that these 3 nominated have the qualifications suitable for the company’s business operation, knowledgeable, competent, and experienced which are beneficial to the company’s business operations. As well as performing duties with caution under the Articles of Association of the Company and not have as well as prohibited characteristics in accordance with the Public Limited Company Act B.E. 2535 (including additional amendments), Securities and Exchange Act B.E. 2535 (including additional amendments), announcement of the Stock Exchange of Thailand Board. and related announcements from the Capital Market Supervisory Board.

Therefore, it is proposed that the general meeting of shareholders consider and approve the appointment.

1)  Mr. Kitti                    Phuathavornskul      Director / Chairman of the Board of Directors / President             

2)  Mr. Supoj                  Kaewmanee             Director          

3)  Mr. Wallop                Luengseenak          Director

If these 3 were selected as agree at the shareholders’ meeting, they would hold positions with 3-year term after the appointment. Details of brief background of these three committees are in (Enclosure 3)

Voting on this agenda item must be approved by the majority of shareholders who attended the meeting and had the right to vote.

Fact and Reason  According to the Company Regulations article 34 Paragraph 1: the remuneration of the Director is set in the form of the monthly salary, meeting attendance fee, pension, bonus, and other welfare payment in accordance with the articles or as considered of the shareholders’ meeting which may be defined as a definite number, or set the rules and follow them from time to time, or they will be in effect indefinitely until changed.

The Board’s opinion The Board of Directors considered paying allowance for committee by thoroughly screening and recognizing suitability along with making a comparison with same industry, operation result of the Company, performance of committee, duty, and responsibility as well as overall economic condition. The committee has agreed to propose in shareholders’ meeting to approve stipulating allowance and attendance fee for committee in 2024 which have the same rates as the previous year. Details of directors’ remuneration are shown in the following table.

And propose to set the travel free for Board of Director’s in an amount not exceeding 50,000 baht/person/year by considering paid per time when traveling only and not receiving meeting allowances only.

Voting on this agenda item must be approved by at least 2/3 votes of all shareholders who attended the meeting and had the right to vote.

Fact and Reason According to Public Company B.E. 2535 Section 120, the annual general shareholders’ meeting shall appoint the auditor and stipulate auditing fee of the Company yearly. The same auditor can be reappointed.

In selecting the auditor for the year 2023, the Audit Committee selected the auditor of the Company from the qualification, the independence of work performance, the experience, the readiness of the staff. The standard of performance is always acceptable. When comparing the amount of work and the compensation rate, the auditor was appointed from the D I A International Auditing Company Limited which qualified the auditor in accordance with the requirements of the Office of the Securities and Exchange Commission.

The Board’s opinion The Board of Directors has considered the opinion of the Audit Committee to propose to the shareholder for consideration and approval for the appointment of D I A International Auditing Company Limited as the company’s auditors for year 2024. The company’s auditors for consideration will comprise of :

1. Ms. Suphaphorn Mangjit              CPA No. 8125    or

2. Ms. Somjintana Pholhirunrut       CPA No. 5599    or

3. Mr. Viroj Satjathamnukul               CPA No. 5128    or

4. Mr. Nopparoek Pissanuwong       CPA No. 7764

The above mentioned auditors are qualified faculty above notification of the Commission Securities and Exchange and those auditors have neither interest nor relationship with the company, its subsidiaries, management, major shareholders or other related persons that may deprive their independence in discharging their duties. The auditor’s profiles are shown in (Enclosure 4)

The number of years that D I A International Auditing Company Limited is the Company’s auditor for the nineteen years (since the year 2005) and for the decision of the shareholders. The auditor proposed the audit fee for 2024, compared with the year 2023 as follows :

Therefore, Duwell Intertrade Company Limited / Qualitech Solution Energy Company Limited, Subsidiary Companies are also using the same company. The Board of Directors will ensure that the Auditor makes the financial statement timely.

Voting on this agenda item must be approved by the majority of shareholders who attended the meeting and had the right to vote.

Fact and Reason According to Public Company Act B.E. 2535 section 105 Paragraph 2, according to shareholders who have share not less than one-third of all distributed shares can request the meeting to consider other matters apart from specified in invitation letter.

The Board’s opinion The Board of Directors agreed to open this agenda so that shareholders can make inquiry and/or express opinions about matters without voting but if the shareholders desire to consider and vote, there must be complying with principles and terms of law section 105 paragraph 2 as aforementioned.

The Company has fixed the Record Date on which shareholders have the right to attend the 2024 AGM on Tuesday March 5, 2024.

Any shareholder who wishes to appoint a proxy to attend the shareholder’s meeting and vote on his or her behalf must complete Proxy Form B, which can be found in (Enclosure 8), or download either Proxy Form A (General appointment), Proxy Form B (Specific voting appointment) or Proxy Form C (Only foreign shareholders as registered in the registration book who have a custodian in Thailand) from the Company’s website at www.qualitechplc.com

Any shareholder who is unable to attend the shareholder’s meeting can authorize one of the Company’s Independent Director’s to attend and vote on his or her behalf. The details of Independent Directors can be found in (Enclosure 5). The Company must receive the shareholder’s power of attorney along with the proxy documentation within April 2, 2024 as the following channels ;

• Mail   :    Company Secretary’s Office, Qualitech Public Company Limited 21/3 Banplong Road, Maptaphut , Muang, Rayong 21150

• Email :    info@qualitechplc.com

Therefore, we kindly invite you, as shareholders, to attend the meeting as scheduled on the aforementioned date, time, and location.