Mr. Kittiratt Na-Ranong, the President of the SET, disclosed that, on March 12, 2003, ROYNET has ignored the requests of 27 shareholders collectively holding 9,015,080 shares or 14.78% who have the rights to ask the directors to call for a shareholders' meeting. The company has also avoided holding its 2002 General Shareholders' Meeting thus violating the Public Company Act, which makes the board of directors liable for a fine. The SET has notified the Business Development Department of the Ministry of Commerce to accordingly take legal action with ROYNET's directors.
"The SET Board of Governors discussed in a meeting on May 26, 2003, and passed a resolution to take action regarding this case, by virtue of Article 172 of the Securities and Exchange Act B.E. 2535, to order ROYNET's board of directors to quickly hold a meeting as requested by the shareholders within 30 days and report the meeting's details to the SET within seven days after receiving the SET's notification or starting from May 27, 2003. If the directors fail to do so, the SET will propose further action against the directors involved as deemed appropriate by virtue of the regulation on adding the names to the list of disqualified executives," Mr. Kittiratt said.
Mr. Kittiratt went on to say that: "A new group of ROYNET's shareholders held a meeting on April 29, 2003. They passed a resolution to dismiss the board of directors and hence appointed a new board from the new shareholder group. However, the meeting was not in line with the Public Company Act, likely making the meeting's resolution legally invalid. The SET, therefore, is ordering ROYNET's board of directors to hold a meeting and handle the case as the shareholders wish."
"On ROYNET's board of directors who have to conform to the SET Board resolution are 1) Mrs. Duangporn Yaoprukse 2) Mr. Montri Yaoprukse 3) Mr. Nattapon Kachoo 4) Ms. Nipaporn Phoemphoolsinchai 5) Mr. Yongyutch Jamnongsilp 6) Mrs. Suwannee Treeporncharoen 6) Mr. Arnan Jarugosol, including Mr. Suriyon Permpoonsinchai and Mr. Peerapong Sinmuk whom ROYNET appointed in place of previous board members as reported to the SET on the morning of May 26, 2003."
Besides these violations, ROYNET had not yet submitted its financial reports for 2002, Q1 2003, as well as the annual information report form No. 56-1 and the annual report. Roynet actually notified the SET of its annual shareholders' meeting on the morning of May 26, 2003, but the agenda did not include anything about changes to the board of directors as requested by the shareholders.
