Schedule of Shareholders' meeting
Status : Canceled
Reason :
According to the Origin Global Empire Public Company Limited (the "Company")
appointed the
independent financial advisor to provide an opinion to shareholders regarding
the issuance and offering of
newly issued ordinary shares through Private Placement in cases of significant
transaction, and the
transaction of the acquisition of assets related to the share purchase
transaction for ordinary shares of
Namsap Laboratories Trading Co., Ltd., and postpone the Extraordinary General
Meeting of Shareholders
No. 2/2025 from the original schedule of 15 December 2025 to be the
Extraordinary General Meeting of
Shareholders No. 1/2026 dated 23 January 2026, the details appeared on the
Letter of the Company as
reference. The Company would like to inform the progress of the Acquisition of
Assets related to the
Share Purchase Transaction for Ordinary Shares of Namsap Laboratories Trading
Co., Ltd. that the
independent financial advisor has completed the preparation of its report. The
report of the independent
financial advisor has identified the potential risk that conflicts of interest
may arise in the future for the
Namsap Laboratories Trading Co., Ltd. Although the Company has already prepared
the measures to
prevent conflicts of interest in the future, the regulatory authorities are of
the view that the conflict of
interest prevention measures prepared by the Company are still insufficient. The
Company requires
additional time to consider appropriate additional measures for the prevention
of such conflicts of interest,
and such consideration must be undertaken through consultation and discussion
with the relevant
regulatory authorities in order to obtain a final resolution. Thereafter, the
Company must seek the necessary
internal approvals in accordance with its internal procedures and request the
Independent Financial Advisor
to supplement its report with additional details of the finalized measures for
the prevention of such conflicts
of interest. The Company will also disclose such information to shareholders in
advance. These processes
will require a considerable amount of additional time and therefore cannot be
completed in time for the
Extraordinary General Meeting of Shareholders scheduled to be held on 23 January
2026.
Subject : Schedule of Extra-General Meeting of
Shareholders
Date of Board resolution : 28-Nov-2025
Shareholder's meeting date : 23-Jan-2026
Beginning time of meeting (hh:mm) : 13 : 00
Record date for the right to attend the : 24-Nov-2025
meeting
Ex-meeting date : 21-Nov-2025
Significant agenda item :
- Capital increase
- Acquisition and disposition of assets
Type of meeting : Physical meeting
Venue of the meeting : via electronic media
Agenda Item : 1
Agenda Detail : Consideration of approval of the
minutes of the Extraordinary General Meeting of Shareholders No. 1/2025
Type : To Consider and approve
Board's Resolution : appropriate to propose to the
Extraordinary General Meeting of Shareholders No. 2/2025 for consideration and
approval of the minutes of the Extraordinary General Meeting of Shareholders No.
1/2025.
Agenda Item : 2
Agenda Detail : Consider and approve the acquisition
of common shares of Namsap Laboratories Trading Co., Ltd. by means of entire
business transfer (EBT) and share trading, which is the purchase or acceptance
of the transfer of the business of another company to the Company, in accordance
with Section 107 of the Public Limited Companies Act B.E. 2535 (including any
amendments).
Type : To Consider and approve
Board's Resolution : appropriate to propose to the
Extraordinary General Meeting of Shareholders for consideration and approval of
the purchase of common shares of Namsap Laboratories Trading Co., Ltd. by means
of an Entire Business Transfer (EBT) and a share trading method, which is the
purchase or acceptance of the transfer of the business of another company to the
Company, in accordance with Section 107 of the Public Limited Companies Act
B.E. 2535 (including any amendments).
Agenda Item : 3
Agenda Detail : Consider and approve the increase of
the Company's registered capital by 147,750,000 baht from the existing
registered capital of 363,750,000 baht to the new registered capital of
511,500,000 baht by issuing (a) 150,000,000 new ordinary shares with a par value
of 0.50 baht per share for a private placement and (b) 145,500,000 new ordinary
shares with a par value of 0.50 baht per share under a general mandate for
offering to existing shareholders (Right Offering).
Type : To Consider and approve
Board's Resolution : appropriate to propose to the
Extraordinary General Meeting of Shareholders No. 2/2025 to consider and approve
the increase of the Company's registered capital by 147,750,000 baht from the
existing registered capital of 363,750,000 baht to the new registered capital of
511,500,000 baht by issuing (a) 150,000,000 new ordinary shares with a par
value of 0.50 baht per share for a specific offering to a limited number of
persons (Private Placement) and (b) 145,500,000 new ordinary shares with a par
value of 0.50 baht per share under a general mandate for offering to existing
shareholders (Right Offering).
More detail : For more information regarding this agenda, please read the Full
Detailed News file.
Agenda Item : 4
Agenda Detail : Consider and approve the allocation
of the Company's additional common shares to (a) support the issuance and
offering of additional common shares to a limited number of persons (Private
Placement) in the amount of 150,000,000 shares, with a par value of 0.50 baht
per share, and (b) support the issuance and offering of additional common shares
to existing shareholders in proportion to their shareholding (Rights Offering)
under a general mandate in the amount of 145,500,000 shares, with a par value of
0.50 baht per share.
Type : To Consider and approve
Board's Resolution : appropriate to propose to the
Extraordinary General Meeting of Shareholders for consideration and approval of
the allocation of additional common shares of the Company to (a) support the
issuance and offering of additional common shares to a limited number of persons
(Private Placement) in the amount of 150,000,000 shares, with a par value of
0.50 baht per share, and (b) support the issuance and offering of additional
common shares to existing shareholders in proportion to their shareholding
(Rights Offering) under a general mandate in the amount of 145,500,000 shares,
with a par value of 0.50 baht per share.
Agenda Item : 5
Agenda Detail : To consider other agenda
Type : To Consider and approve
______________________________________________________________________
Acquisition or disposition of assets
Consider and approve the acquisition of common shares of Namsap Laboratories
Trading Co., Ltd. by means of entire business transfer (EBT) and share trading,
which is the purchase or acceptance of the transfer of the business of another
company to the Company, in accordance with Section 107 of the Public Limited
Companies Act B.E. 2535 (including any amendments).
______________________________________________________________________
Increasing Capital
Status : Canceled
Reason :
As the agendas to be considered at the Extraordinary General Meeting of
Shareholders on 23 January 2026
are interconnected with and related to the agenda item concerning the
acquisition of assets related to
the share purchase transaction for ordinary shares of Namsap Laboratories
Trading Co., Ltd., the Company
is therefore required to cancel the previously determined record date for
shareholders entitled to attend
the Extraordinary General Meeting of Shareholders No. 1/2026, which was
scheduled for 24 November
2025, and to cancel the Extraordinary General Meeting of Shareholders No. 1/2026
accordingly. The
opinion of the Board of Directors that the business of Namsap Laboratories
Trading Co., Ltd. is a business
with strong potential and is suitable for the Company to acquire, in accordance
with the details previously
disclosed by the Company to the Stock Exchange of Thailand. However, the
limitations regarding the
measures to prevent conflicts of interest in the future as mentioned above, the
Company necessary to
postpone the consideration and approval of such transaction.
With respect to the agenda item regarding the capital increase and the
allocation of newly issued shares
to existing shareholders (Rights Offering), in order to prepare cash flow and
ensure the Company's
readiness to cope with economic conditions, the Board of Directors is of the
view that an extraordinary
general meeting of shareholders should be convened to approve the implementation
of such matters.
Subject : Specifying the purpose of utilizing
proceeds
Date of Board resolution : 07-Nov-2025
Number of additional common shares : 150,000,000
(shares)
Total of additional shares (shares) : 150,000,000
Par value (baht per share) : 0.50
Type of allocated securities : Common shares
Allocated to : Private placement (PP)
Person(s) receiving allotment(s) : NAMSAP LABORATORIES HOLDING CO., LTD.
Number of allotted shares (shares) : 150,000,000
% of Paid Up Capital after capital : 23.62
increase
Subscription price (baht per share) : 1.50
Subscription period : From 24-Jan-2026 to 06-Feb-2026
Total shares allocated to Private : 150,000,000
Placement (Shares)
______________________________________________________________________
Increasing Capital
Status : Canceled
Reason :
As the agendas to be considered at the Extraordinary General Meeting of
Shareholders on 23 January 2026
are interconnected with and related to the agenda item concerning the
acquisition of assets related to
the share purchase transaction for ordinary shares of Namsap Laboratories
Trading Co., Ltd., the Company
is therefore required to cancel the previously determined record date for
shareholders entitled to attend
the Extraordinary General Meeting of Shareholders No. 1/2026, which was
scheduled for 24 November
2025, and to cancel the Extraordinary General Meeting of Shareholders No. 1/2026
accordingly. The
opinion of the Board of Directors that the business of Namsap Laboratories
Trading Co., Ltd. is a business
with strong potential and is suitable for the Company to acquire, in accordance
with the details previously
disclosed by the Company to the Stock Exchange of Thailand. However, the
limitations regarding the
measures to prevent conflicts of interest in the future as mentioned above, the
Company necessary to
postpone the consideration and approval of such transaction.
With respect to the agenda item regarding the capital increase and the
allocation of newly issued shares
to existing shareholders (Rights Offering), in order to prepare cash flow and
ensure the Company's
readiness to cope with economic conditions, the Board of Directors is of the
view that an extraordinary
general meeting of shareholders should be convened to approve the implementation
of such matters.
Subject : Issuance of Additional Shares Under a
General Mandate
Date of Board resolution : 07-Nov-2025
Number of additional common shares : 145,500,000
(shares)
Total of additional shares (shares) : 145,500,000
Par value (baht per share) : 0.50
Type of allocated securities : Common shares
Allocated to : All Common shares' shareholders
Number of allotted shares (shares) : 145,500,000
% of Paid-Up capital as of capital : 30.00
increase BOD resolution date
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
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reports or opinions contained in this announcement, and has no liability for any
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clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.
If you would like to see the full details of this information, please click view
"full details" in attached file.
20 มกราคม 2569