- CHOW entered into a toll manufacturing agreement with a domestic unrelated company to produce and sell 400,000 metric tons of steel billets to that company per year. The term of the agreement is 10 years from the date of the agreement.
- CI increased its registered share capital of Baht 1,200 million, from Baht 340 million (3.4 million ordinary shares with a par value of Baht 100 each) to Baht 1,540 million (15.4 million ordinary shares with a par value of Baht 100 each), through the issue of 12 million additional ordinary shares to be offered to CEPL at a price of Baht 100 per share. The increase in share capital did not have any impact on CEPL’s interest in CI. CE made full payment for the new shares in September 2019 and CI registered the corresponding increase in its share capital with the Ministry of Commerce on 6 September 2019.
- PSCL established Premier Solution Australia Pty Ltd in Australia to invest in the generation and distribution of electricity from solar energy. PSCL acquired 100 percent of all issued shares of Premier Solution Australia Pty Ltd (with all the registered share capital being fully paid up) at a price of AUD 550,100.
On 4 October 2019, Premier Solution Australia Pty Ltd established and acquired all shares of Premier Solution Holdco Pty Ltd at a price of AUD 10, and Premier Solution Holdco Pty Ltd established and acquired all shares of Premier Solution Opco Pty Ltd at a price of AUD 10.
- HMS (Hamada Mega Solar Godo) In July 2019, the Group’s management cancelled a request to transfer the fixed assets and commercial electricity sales license of HMS’s solar power project in Japan to Hamada 1 Godo Kaisha (“Hamada 1”) and changed its investment policy from selling the investment in HMS back to the seller or dissolving HMS when the transfer of the solar power project to Hamada 1 was complete to investing in HMS.
- On 27 February 2019, the meeting of the Company’s Board of Directors passed a resolution to dissolve the subsidiary. However, on 13 November 2019, the meeting of the Company’s Board of Directors passed a resolution to sell all of its investment in the subsidiary to an unrelated company, at a price of JPY 1 million (approximately Baht 0.3 million). In December 2019, the Group transferred interests in the subsidiary to the buyer.
- During the year 2019, there was restructuring in GK-TK investments in certain subsidiaries that are principally engaged in the power generation and distribution business in Japan within the Group, with the identity of the TK investor under the TK agreements made in accordance with the Commercial Code of Japan being changed.
In addition, there was restructuring in investment in HMS by transferring all investment in HMS previously held by Premier Solution Company Limited to RICI International Investment Pte Ltd.
- CEPL sold five power plants in Japan to the Infrastructure Fund registered in Japan for a total of 1,932.30 million yen (approximately 545 million baht)
- Gifu project in Gifu Prefecture with 0.48 MW(DC)
- Fukui7 project in Fukui Prefecture with 0.54 MW(DC)
- Fukui1 project in Fukui Prefecture with 2.22 MW(DC)
- Fukui5 project in Fukui Prefecture with 2.05 MW(DC)
- Fukui6 project in Fukui Prefecture with 0.57 MW(DC)
- Aomori power project started commercial operation with 7.21 MW(DC) installed capital at FiT rate 36 yen per kWh. And purchase term of 20 years
- PSCL to invest in 3 solar power plant projects with a total installed capacity of 172.80 MW(DC) in Australia and total project cost of approximately AUD 236.79 million (or approximately THB 4,913.51 million)
- Factory phase 2 located at Kabinburi District, Prachinburi Province with a maximum production capacity of 480,000 tons per year. The factory began testing on December 9, 2019 after ceasing production to improvement and develop the production process.
- CEPL sold Kyotango power plant to the Infrastructure Fund registered in Japan for a total of 1,540 million yen (approximately 456 million baht).
- Sun Solar GK was set up as a subsidiary in Japan with a capital of 2,900 baht (10,000 yen) with PSJP holding 100% of total capital to accommodate investment in power plant project in Japan.
- 4 power plant projects started commercial operation with an installed capacity of 31.52 MW(DC) and purchase term of 20 years:
|Project name||Installed capacity (MW)||FiT rate (yen per kWh)|
|1. Iwaki project||26.68||40|
|2. Fukui 1 project||2.22||32|
|3. Fukui 5 projec||2.05||32|
|4. Fukui 6 project||0.57||32|
- CEPL raised its registered capital by 245 million baht, divided into 490 million ordinary shares for initial public offering (IPO) with share allotment resolved to be as follows:
- 122.50 million shares each of 0.50 baht par value for offering to CHOW’s shareholders in proportion to their shareholding (pre-emptive right).
- 367.50 million shares each of 0.50 baht par value for IPO.
- Hamada 2 power plant in Shimane Prefecture commenced commercial operation with 12 MW(DC) installed capacity.
- Hamada 1 GK was set up in Japan with a capital of 6,083 baht (20,000 yen) with PSJP holding 99.99% of total capital to receive the transfer of Hamada 1 power plant
- CEPL acquired shares of the joint ventures from existing shareholders totaling 334 million baht:
- PSCL acquired OGE’s 1,260,000 ordinary shares, or 60% of total issued shares sold, from Ratchaburi Energy Co., Ltd.
- CI acquired RICI’s 9,510,000 ordinary shares, or 60% of total issued shares sold, from RH International (Singapore) Corporation Pte. Ltd.
- Due to the acquisition of equity shares of the two companies from RATCH Group, OGE and RICI as well as Green Energy Japan KK, MSP 3 GK and Good Solar GK which were formerly subsidiaries of OGE have their status changed to subsidiaries of CEPL since 16 August 2017. As such, CEPL group has taken ownership of Iwaki power plant with 26.68 MW(DC) installed capacity. At present, OGE and Green Energy Japan KK have duly been registered for business dissolution and liquidation, while for RICI, CHOW Board of Directors’ meeting no. 5/2018 on 14 November 2018 resolved for business dissolution of RICI, the registration process of which in Singapore will be undertaken accordingly.
- CEPL sold two power plants in Japan to the Infrastructure Fund registered in Japan for a total of 2,040 million yen (approximately 595.08 million baht).
- Oita project in Oita Prefecture with 3.26 MW(DC) installed capacity.
- Ibaraki project in Ibaraki Prefecture with 1.17 MW(DC) installed capacity.
- PSCL increased its paid-up registered capital from 20 million baht to 50 million baht to accommodate investment in solar power plant project.
- CEPL called additional share payment of 261.35 million baht. Paid-up registered capital was 570 million baht, divided into 57 million ordinary shares each of 10 baht par value. CHOW’s shareholding was accordingly 87.36% of CEPL’s total issued shares sold.
- CEPL was transformed into a public limited company and renamed to Chow Energy Plc. in preparation for being a listed company and changing the par value from 10 baht per share to 0.50 baht per share. Paid-up capital was 570 million baht, divided into 1,140 million shares.
- CEPL purchased power plant business permits in conjunction with land for project development or superficies agreement for Nihonmatsu 3 and Nihonmatsu 4 power plant projects with 2.052 MW(DC) installed capacity
- PSCL acquired another subsidiary in Japan, i.e. Hamada Taiyoko Center KK with an initial capital of 32,000 baht (100,000 yen) and with PSCL holding 100% shares to take ownership of Hamada 2 project
- Established CC Hamada GK with an initial capital of 3,200 baht (10,000 yen), with Hamada Taiyoko Center KK holding 100% of total capital to support investment in solar power plant project in Japan
- Fukui 7 power plant in Fukui Prefecture started commercial operation with 0.54 MW(DC) installed capacity
- Solar rooftop power plant operated by CI with a 6.62 MW installed capacity started commercial operation
- CEPL increased its registered capital by 348.46 million baht from formerly 221.54 million baht to 570 million baht by calling partial payment of 308.65 million baht each of 10baht par value to accommodate expansion of investment in Japan.
- Subsidiaries were established and companies were acquired in Japan to serve future power plant investment.
- Established Sun Partner GK with an initial capital of 2,795 baht (10,000 yen) as PSJP’s wholly owned company.
- Acquired equity shares of Hamada Mega Solar GK with an initial capital of 98.51 million baht (320 million yen), of which 100% is held by PSCL, to possess Hamada 1 power plant business permit.
- Acquired equity shares of Bay Solar GK with an initial capital of 3,200 baht (10,000 yen), of which 100% is held by PSJP, to take over Goryo and Nogata power plants.
- Acquisition of business permits for 12 projects of power plants in Japan in conjunction with land or superficies agreement:
- Gifu power plant project with installed capacity of 0.481 MW(DC)
- Hamada 2 power plant project with installed capacity of 12 MW(DC)
- Ibaraki power plant project with installed capacity of 1.167 MW(DC)
- Fukui 1, Fukui 5, Fukui 6 and Fukui 7 power plant projects with combined installed capacity of 5.37 MW(DC)
- Nihonmatsu 1 and Nihonmatsu 2 power plant projects with combined installed capacity of 3.979 MW(DC)
- Saito power plant project with installed capacity of 2.23 MW(DC)
- Aomori power plant project with installed capacity of 7.207 MW(DC)
- A total of 7 power plants in Japan were commercially operational with 19.52 MW(DC) installed capacity and purchase term of 20 years:
|Project Name||Installed capacity (MW)||FiT rate (yen per kWh)|
|1. Oita project||3.26||40|
|2. Ibaraki project||1.17||36|
|3. Goryo project||1.50||40|
|4. Nogata projectt||1.11||40|
|5. Shibushi project||1.00||40|
|6. Gifu project||0.48||36|
|7. Hamada 1 project||11.00||40|
- PSCL increased its paid-up registered capital from 5 million baht to 7.1 million baht to accommodate its solar power plant investment.
- PSCL established 2 subsidiary companies overseas to accommodate development of solar power plant production and distribution:
- Premier Solutions Japan Kabushiki-Kaisha (“PSJP”) was registered in Japan with an initial paid-up registered capital of around 29.84 million baht (100 million yen) as a wholly owned subsidiary company of PSCL to serve investment in solar power plants in Japan.
- Premier Solution GmbH (“PSGM”) was registered in Germany with an initial paid-up registered capital of around 1.12 million baht (25,000 euro) as a wholly owned subsidiary company of PSCL to liaise power plant project insurance. At present, PSGM is under registration for business dissolution in Germany.
- PSJP established and acquired 4 subsidiary companies in Japan to accommodate future power plant investment:
- Established 2 companies, i.e. Sol Power GK, with an initial capital of 2,984 baht (10,000 yen) and Sun Energy GK, with an initial capital of 2,925 baht (10,000 yen), as wholly owned subsidiaries of PSJP.
- Acquired 1 company, namely AE Solar GK, with an initial paid-up registered capital of 32,000 baht (100,000 yen), as a wholly owned subsidiary of PSCL to possess power plant business licenses and right to use of land for Oita project.
- Two companies were established as joint ventures with Ratchaburi Electricity Generating Holding Plc. (“RATCH”):
- Established Oversea Green Energy Co., Ltd. (“OGE”) in Thailand with an initial paid-up registered capital of 1 million baht to provide solar power plant project management service in Japan. PSCL and Ratchaburi Energy Co., Ltd. hold 40% and 60% of OGE’s total issued shares sold respectively.
- Established RICI International Investment Pte. Ltd. (“RICI”) in Singapore with an initial paid-up registered capital of 2,476 baht (100 Singapore dollar) as TK investor to make investment in solar power plant projects in Japan. Of RICI’s total paid-up registered capital, 40% is held by CI and 60% by RH International (Singapore) Corporation Pte. Ltd. respectively.
- Shareholding restructure was undertaken to ensure clarity in management and prevention of conflict of interest between CI and PSCL for which CHOW Board of Directors meeting resolved to restructure the shareholding as below:
- Established CEPL with a registered capital of 221.54 million baht based on the sum of fair value of CI and PSCL shares valuated on the discounted cash flow basis by a financial advisor.
- CEPL acquired CI and PSCL shares from existing shareholders of the two companies in a proportion of 99.99% of the total issued shares sold of CI and PSCL for shareholding restructure within the Group.
- After the shareholding restructure, CHOW holds 76.67% of total issued shares sold of CEPL.
- Permits for power plant business operation in Japan and rights to use land for Kyotango project were acquired.
- Kyotango solar power plants in Kyoto started commercial operation with a 4.02 MW(DC) installed capacity at a tariff rate of 40 yen per kWh.
- CHOW set up 2 subsidiaries in Thailand to operate businesses related to investment, manufacturing, and distribution of electricity from renewable energy.
- Premier Solution Co., Ltd. (“PSCL”), with an initial paid-up registered capital of 5 million baht, divided into 50,000 shares each of 100 baht par value, to provide consulting services for investment in solar power plants both at home and overseas. Of the total issued shares sold, 97% is initially held by CHOW and 3% by Jiratomsiri group (major shareholder of CHOW).
- Chow International Co., Ltd. (“CI”), with an initial paid-up registered capital of 1 million baht, divided into 10,000 shares each of 100 baht par value, to invest in and develop solar power plant projects both at home and overseas. Of the total issued shares sold, 99.97% is held by CHOW.
- PSCL restructured its shareholding and CI increased its capital by offering shares to Mr. Tanachart who has expertise and experience in managing and liaising matters related to power plant development:
- CHOW and existing shareholder group of PSCL offered 9,500 existing ordinary shares of PSCL at the offer price of 100 baht per share to Mr. Tanachart. After the restructuring, CHOW and Mr. Tanachart hold 81% and 19% of PSCL’s total issued shares sold respectively.
- CI raised its paid-up registered capital from 1 million baht to 50 million baht by offering 85,000 new ordinary shares at the offer price of 100 baht per share to Mr. Tanachart. After the restructuring, CHOW and Mr. Tanachart hold 83% and 17% of CI’s total issued shares sold respectively.
- CHOW was awarded Green Industry Certificate Level 1: Green Commitment from Ministry of Industry, reflecting commitment to reduction of environmental impact and communication of which made across the organization.
- CHOW was awarded Green Industry Certificate Level 2: Green Activity from Ministry of Industry, exhibiting the implementation of activities that fulfill the preset commitment to reduction of environmental impact.
- CHOW was granted a certificate for compliance with primary industrial enterprise social responsibility standard (CSR-DIW for Beginner Award) from Ministry of Industry.
- CHOW registered establishment of a branch located at no. 518/3 Moo 9, Nongkee Subdistrict, Kabinburi District, Prachinburi Province.
- CHOW increased its paid-up capital to 800 million baht by initial public offering of a total of 200 million ordinary shares, and listed its shares on the Market for Alternative Investment (mai) on 21 December 2011.
- CHOW acquired ordinary shares of Vertex Logistics Services Co., Ltd., which operates in-land goods transport business, in a total investment amount of 7.2 million baht, representing 40% of paid-up capital of 18 million baht, in order to boost the Company’s logistic service potential in delivering its products to the customers.
- CHOW obtained the ISO 9001:2008 Certificate from the Bureau Veritas Certification for the Manufacturing of Steel Casting which would expire on 28 December 2013.
- CHOW became a member of London Metal Exchange (LME), which is a global futures market, under the name of CHOW KABINBURI. Its SWORD codes shall be called differently depending on the location of the warehouse: CHOWFE for Far East contracts and CHOWME for Mediterranean contracts.
- CHOW was transformed to and registered as a public limited company under the name “Chow Steel Industries Public Company Limited” and changed its par value from 100 baht per share to 1 baht per share.
- CHOW obtained the ISO9001:2000 certificate from the Bureau Veritas Certification for Manufacturing of Steel Casting. The certificate expired on 28 December 2010.
- CHOW Increased paid-up capital to 600 million baht via rights issue to the existing shareholders, the proceeds from which would be used for construction of phase 2 factory.
- CHOW started commercial production of phase 2 factory with a maximum production capacity of 480,000 tons per year, thus making up a total production capacity of 730,000 tons per year.
- CHOW received a promotion certificate no. 2228(2)/2550 from the BOI for manufacturing of steel billets under phase 2, thereby the Company has been granted corporate income tax holiday for 8 years and 50% reduction of corporate income tax on net profit earned from the promoted activities for 5 years.
- CHOW received a promotion certificate no. 1337(2)/2548 from the Board of Investment (“BOI”) for manufacturing of steel billets, thereby the Company has been granted corporate income tax holiday for 8 years and 50% reduction of corporate income tax on net profit earned from the promoted activities for 5 years.
- CHOW started commercial production of phase 1 factory with a maximum production capacity of 250,000 tons per year.
- CHOW started construction of the factory phase 1 which is located at no. 518/1 Moo 9, Nongkee Subdistrict, Kabinburi District, Prachinburi Province.
- CHOW was established with an initial registered capital of 400 million baht to produce and distribute steel billets.