Page 265 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited
Annual Report 2021/22
On 1 April 2021, BSSH, AEON Thana Sinsap (Thailand) Public Company 14.5 Fanslink Communication Co., Ltd. (“Fanslink”) (held by BSSH)
Limited (“AEONTS”) and Humanica Public Company Limited (“HUMAN”)
established a joint investment to incorporate RCash. The details are as
follows:
Registered Capital Baht 800 million, divided into 8 million
shares,
with a par value of Baht 100 per share
Shareholding Structure BSSH holds 77%, AEONTS hold 18%
and HUMAN hold 5% of total issued shares
Board of Directors 5 directors comprising of the 4 directors
nominated by BSSH and 1 director
nominated by AEONTS
Nature of Business Carrying out business of providing lending
services through digital platform under
the brand of “Rabbit Cash”
RCash called up of the ordinary shares in an amount of 8 million shares,
with a par value of Baht 100 per share, or a total of approximately Baht
800 million. BSSH fully paid up the ordinary shares of RCash on a pro
rata basis of shareholding in the amount of 6,160,000 shares, with the
total value of Baht 616 million and RCash registered the increase in
share capital.
6.4 Notes to Consolidated Financial Statements 263
On 12 May 2021, a meeting of VGI’s Executive Committee passed
resolution to approve BSSH to increase its registered share capital
of Fanslink. Subsequently, on 20 July 2021, BSSH has entered into
the Share Subscription Agreement for the investment in the newly
issued ordinary shares of Fanslink, a private company incorporated
under the laws of Thailand, which is engaging in the business of sale
and distribution of products from China and the business of original
equipment manufacturing (OEM) of its products under its own brand,
namely Pando Selection. BSSH will subscribe for 2,081,633 newly issued
ordinary shares of Fanslink, at the subscription price of Baht 147 per
share, totaling the amount of Baht 306 million, which is equivalent to
51% of total issued shares of Fanslink after the issuance and allocation
of newly issued shares to BSSH at this time.
On 28 May 2021, BSSH paid advance payment for subscribe newly
issued ordinary shares of Fanslink amounting to Baht 30 million.
Subsequently, on 2 August 2021, BSSH paid Baht 276 million of
the purchase price balance to the Seller and received 2,081,633 shares
of Fanslink. In addition, the Seller have the option to purchase 20%
of total shares held by BSSH (Call Option) at the purchase price as
stipulated in the Shareholder Agreement.
BSSH is currently in the process of measuring the fair value at
the acquisition date of the identifiable assets acquired, liabilities
assumed and goodwill. The carrying amounts of the identifiable assets
acquired and liabilities assumed of Fanslink as at the acquisition date
was summarised below.