|Article 1||These Articles of Association shall be referred to as the Articles of Association of Chewathai Public Limited Company.|
|Article 2||In these Articles of Association, unless otherwise specified herein, “the Company” refers to Chewathai Public Limited Company.|
|Article 3||Other provisions not provided herein shall be construed and governed by the provisions of the laws on public limited companies, securities and stock exchanges, as well as other laws applicable or relevant to the business operation of the Company.|
|Article 4||All shares of the Company consist of ordinary shares with equal value. Every share certificate of the Company shall bear the name of the shareholder. All shares of the Company shall be fully paid up by cash or by other non-cash assets. Share subscribers or share purchasers may not set-off any debts with the Company.
The shares of the Company are non-divisible. If two or more persons jointly subscribe for or hold the shares, one of them shall be appointed to exercise the right as a subscriber or a shareholder, as the case may be.
The Company may issue and offer common shares, preferred shares, debentures, warrants, or any other securities, as permitted by the laws on securities and stock exchanges.
|Article 5||Every share certificate of the Company shall bear the name of the shareholder and shall be signed by at least 1 (one) director, or such signature may be printed thereon, together with the seal of the Company affixed. The Board of Directors of the Company may assign a share registrar under the laws on securities and stock exchanges to sign or print his/her signature on their behalf.|
|Article 6||In order to sign the share certificates or any other security instruments previously mentioned, the director or the share registrar may sign by hand, or by using any device or any computer, or may otherwise stamp such signature in compliance with regulations and procedures established by the laws on securities and stock exchanges.
The Company shall retain its register of shareholders as well as any evidences relating to any records being kept in such register at the principal office of the Company. However, the Company may engage Thailand Securities Depository Co., Ltd. to perform as its registrar. If the Company agrees to such engagement, the procedures on the share registration of the Company shall be as established by the registrar.
|Article 7||The Company shall issue share certificates to shareholders within two (2) months from the date when the registration of the Company is accepted by the registrar or from the date when the shares of the Company are fully paid up in case where the Company offers the remaining shares, or offers any shares which are issued after the Company is registered.|
|Article 8||If any share certificate is substantially damaged or obliterated, the shareholder may request the Company to issue a new share certificate, provided that such obliterated or damaged certificate shall be returned to the Company.
If any share certificate is lost or destroyed, the shareholder shall produce evidence that such loss or destruction has been reported to a police officer, or any other appropriate evidence to the Company.
In both cases, the Company shall issue a new share certificate to the shareholder within the period of time prescribed by law. The Company may charge a fee for issuing such new share certificate from the shareholder, provided that the rate of such fee shall not exceed the rate prescribed by law.
The lost, obliterated, or damaged share certificate which is replaced by the new share certificate shall be cancelled.
|Article 9||The Company may neither own its shares, nor take such shares in pledge, except in the following cases:
The shares which are held by the Company shall neither be counted as the quorum of the meeting of shareholders, nor have the right to vote or receive the dividends.
The Company shall dispose of the repurchased shares mentioned in previous paragraphs within the period of time prescribed in the Ministerial Regulations. Failure to do so shall require the Company to decrease its paid-up capital by deducting the registered shares which are unable to be disposed of.
The repurchase of shares, and the disposal and deduction of the repurchased shares shall comply with the regulations and procedures prescribed in the ministerial regulations and other relevant laws.
|Article 10||The repurchase of shares issued by the Company shall be approved by the meeting of shareholders. However, if the Company is registered in the Stock Exchange of Thailand, and the transaction value of the repurchase does not exceed ten per cent (10%) of the paid-up capital, the Board of Directors of the Company shall have the power to approve such repurchase of shares.|
|Article 11||Shares of the Company may be transferred freely and without any restrictions. At no time shall the total shares held by foreigners exceed forty-nine per cent (49%) of the total shares of the Company which can be disposed of. The Company may refuse any transfer of shares which shall cause the ratio of shareholding by foreigners to exceed the mentioned ratio of forty-nine per cent (49%).|
|Article 12||The transfer of shares shall be valid and complete when the transferor endorses the share certificate by specifying the name of the transferee, and having it signed by both the transferor and the transferee and delivered to the transferee.
Any transfer of shares may be set up against the Company after the Company has duly received a request for registration of such transfer, and it may be set up against third-party persons only after the Company has registered it in the share register.
If Company deems such transfer lawful, the Company shall register it within fourteen (14) days from the date when the request is received. If the Company considers such transfer incorrect or invalid, the Company shall notify the applicant within seven (7) days from the date when the request is received.
If the shares of the Company have been registered as the listed securities in the Stock Exchange of Thailand, the transfer of shares shall be governed by the laws on securities and stock exchanges.
|Article 13||If any transferee of shares wishes to obtain a new share certificate, such transferee shall submit a written request to the Company. Such written request shall be signed by the transferee, and at least one (1) witness shall sign to certify the signature of the transferee. The existing share certificate or other evidence shall be returned to the Company. If the Company considers the transfer of shares lawful, the Company shall register the transfer of shares within seven (7) days of the request is received, and shall issue the new share certificate within one (1) month from the date when such request is received.|
|Article 14||Any issuance, offer, and transfer of securities to people or to any persons shall be in compliance with the laws on public limited companies and on securities and stock exchanges.
Any transfer of any other securities, other than ordinary shares, which have been registered as listed securities in the Stock Exchange of Thailand or any other secondary markets shall be in compliance with the laws on securities and stock exchanges.
“Securities” shall refer to the securities as defined in the laws on securities and stock exchanges.
|Article 15||The Board of Directors of the Company shall be responsible for managing all affairs of the Company, and shall consist of at least five (5) directors and half (1/2) or more of the total directors shall reside in Thailand.
The directors may be the shareholders of the Company.
|Article 16||The directors of the Company shall be elected by the general meeting of shareholders in compliance with the following regulations and procedures:
|Article 17||At every annual general meeting of shareholders, one-third (1/3) of the total number of the directors of the Company shall retire. If the number of directors cannot be equally divided into three portions, the number of directors closest to one-third (1/3) shall retire.
Retired directors may be re-elected.
The directors to retire from their office in the first and second years following the registration of the Company shall be determined by drawing lots. In any subsequent years, the directors who have been in office for the longest time shall retire.
|Article 18||Apart from retirement by rotation, directors shall vacate office upon:
(3) lack of qualifications or having prohibited characteristics under the laws on public limited companies or securities and stock exchanges;
(4) removal by a resolution of the general meeting of shareholders in compliance with Article 20; or
(5) removal by a court order.
|Article 19||Any director who wishes to resign shall notify the resignation to the Company in writing. The resignation shall be effective on the date when such notification reaches the Company.
The director who retires under paragraph one may tender the resignation to the registrar.
|Article 20||At the general meeting of shareholders, a resolution, supported by an affirmative vote of not less than three-fourths (3/4) of the shareholders who are present at the meeting and have the right to vote in the meeting and the total number of shares of not less than one-half (1/2) of the total shares held by the shareholders who are present at the meeting and have the right to vote, may be passed to allow any director to vacate the office before the term of the office expires.|
|Article 21||In the event of any vacancy among members of the Board of Directors occurring otherwise than by rotation, the Board of Directors may elect any persons who have qualifications and are not prohibited under the laws on public limited companies and on securities and stock exchanges as directors to fill the vacancy in the next meeting, unless the remaining duration of the term of office of such director is less than two (2) months. The replacing directors shall hold office only for the remaining term of office of the directors whom they have replaced.
The resolution of the Board of Directors under the first paragraph shall be supported by a vote of not less than three-fourths (3/4) of the number of the remaining directors.
|Article 22||A director is entitled to receive remuneration from the Company in the form of rewards, meeting allowances, gratuity, bonus, or other forms of benefits in accordance with the resolution passed in the general meeting of shareholders supported by the affirmative vote of not less than two-thirds (2/3) of the total votes of the shareholders who are present at the meeting. Such remuneration may be fixed at any specific amounts, or specific criteria may be established for such remuneration on case-by-case basis, or they may be established and remain in effect until otherwise changed by a resolution passed in the general meeting of shareholders. In addition, a director is entitled to allowances and benefits in compliance with the regulations of the Company.
The provision in paragraph one shall not prejudice the right of any directors who are elected among officers or employees of the Company to receive any remuneration and benefits as an officer or employee of the Company.
|Article 23||The Board of Directors shall appoint one of its members to be the chairperson.
If it is deemed appropriate, the Board of Directors may appoint one member or several members to be the vice-chairperson (s) who shall comply with these Articles of Association in respect of any affairs assigned by the chairperson.
|Article 24||A quorum of a Board of Directors Meeting, regardless of whether the meeting is conducted in physical or by means via electronics media. The number of directors attending the meeting shall consist of at least two-third (2/3) of the total number of Directors being present at a meeting in person. The Chairman shall preside at each meeting of the Board of Directors. In the absence of the Chairman, or if the Chairman is unable to perform his duty, one of the Vice Chairmen present at the meeting shall be the Chairman of the meeting. Where no Vice Chairman exists, or the Vice Chairman is not present, or the Vice Chairman is unable to perform his duty, the Directors present at the meeting shall select one Director as the Chairman of the meeting.
For each meeting of the Board of Directors, the chairman of the meeting may determine that a meeting be held and conducted through an electronic media, provided that such meeting shall be convened in accordance with applicable law or regulation at the time. Such meetings of the Board of Directors conducted by means via electronic media bear the same effects as any meeting which the Board of Directors attend the meeting at the same venue in accordance with the methods prescribed under the law and these Articles of Association.
Decisions of the Board of Directors Meeting shall be made by a majority of votes. Each Director shall have 1 (one) vote, except for a Director who has a conflict of interests in any particular matter. Such a Director shall have no right to cast his vote on that matter. In the event of a tie vote, the Chairman of the meeting shall have a deciding vote.
|Article 25||In calling a meeting of the Board of Directors, the Chairman of the Board or any person assigned by the Chairman of the Board shall send meeting to the Directors written notice calling for such not less than seven (7) days before the date of the meeting. Where it is necessary or urgent to preserve the rights or benefits of the Company, the meeting may be called by other methods and an earlier meeting date may be chosen.
In case of meeting conducted by means of teleconference, a notice of the meeting and attachment can be sent electronically, provided that such notice and attachment shall be sent within the period prescribed in the first paragraph. The Company shall keep the copy of the notice and attachment as evidence. Such documents can be kept as electronic data.
|Article 26||In managing the affairs of the Company, the Board of Directors shall perform their duties in good faith and in compliance with laws, the objects and the Articles of Association of the Company, as well as resolutions passed in general meetings of shareholders. The Board of Directors shall safeguard benefits of the Company.|
|Article 27||The directors of the Company are not allowed to conduct any business of the same nature as, and in competition with that of the Company, and are not allowed to be a partner in any ordinary partnership, or a partner with unlimited liability in any limited partnership, or a director of any limited company or any other public limited company conducting the business of the same nature and in competition with the business of the Company, whether for their own benefits or for benefits of any other persons, unless a notification is provided to the general meeting of shareholders prior to such directors being elected.|
|Article 28||The directors shall promptly notify the Company if they have any interest in any contracts entered into by the Company, whether directly or indirectly, or if the number of shares or debentures of any companies or any subsidiary companies held by them increases or declines.|
|Article 29||The meeting of the Board of Directors shall be held at least every three (3) months in the province where the principal office of the Company is located, or in any nearby provinces, or at any other places. The chairperson shall exercise the discretion about the date, time, and place for the meeting.|
|Article 30||The directors who are authorized to sign to bind the Company are two (2) directors who shall jointly sign with the seal of the Company affixed.
The Board of Directors is empowered to consider determining and amending the list of the authorized directors.
|Article 31||The Board of Directors shall arrange for an annual general meeting of shareholders with four (4) months from the last day of the fiscal year of the Company.
Meeting other than that mentioned above shall be called extraordinary meetings. The Board of Directors may summon an extraordinary meeting of shareholders whenever the Board of Directors may deem appropriate.
when one or more shareholders holding shares amounting to not less than ten (10) percent of the total number of issued shares may submit a written request signed by them requesting the Board of Directors to summon an extraordinary meeting of shareholders at any time but they shall give subject and reasons for such request in the said letter, in such case, the Board of Directors shall arrange for the meeting of shareholders to be held within forty-five (45) days from the date of receipt of such request from the shareholders.
If the Board of Directors does not arrange for the meeting of shareholders within the period of time specified in paragraph three, the shareholders who subscribe their names or other shareholders holding shares amounting to the required amount may call the meeting themselves within forty-five (45) days as from the date on which the period of time in paragraph three ends. In this case, the meeting is deemed a shareholders meeting called by the Board of Directors and the Company shall be responsible for the expenses incurred therefrom and shall reasonably facilitate the meeting.
In the case where the quorum of the meeting called by the shareholders under paragraph four cannot be constituted as specified in this Articles 33, the shareholders under paragraph four shall jointly compensate the Company the expenses incurred from the meeting.
In this regard, the meeting of shareholders can be conducted by means via electronic media. Provided that such meeting shall be convened in accordance with the method prescribed under applicable law and regulations at the time, or the relevant law and regulations applied mutatis mutandis. Such meeting of shareholders conducted by means via electronic media bear the same effects as any meeting which the shareholders attend the meeting at the same venue in accordance with the methods prescribed under the law and these Articles of Association.
|Article 32||In regard to calling the Shareholders’ Meeting, the Board of Directors shall prepare a notice containing information regarding the venue, date, agenda, and matters to be presented to the meeting together with adequate details. The matters to be presented at the Shareholders’ Meeting must be clearly identified, whether they are presented for the purpose of acknowledgement, or for approval, or for consideration, as the case may be. In addition, the notice shall include the comments of the Board of Directors on such matters. The meeting notice shall be sent to the Shareholders and the registrar at least seven (7) days prior to the meeting date. In addition, the notice of a Shareholders’ Meeting shall be published in a newspaper no less than three (3) consecutive days and the publication shall be made no less than three (3) days prior to the meeting date. If shareholders’ meeting is conducted by means via electronic media. A notice of the meeting and supporting documents can be sent by e-mail, provided that such notice and supporting documents shall be sent within the period and the notice of the meeting shall be published in the newspaper for the period prescribed in this paragraph. The Company shall keep the copy of the notice and supporting documents as evidence, which may be kept in the form of electronic data.
The venue for convening the Shareholders’ Meeting may be located in the province in which the head office is located or other places as prescribed by the Board of Directors.
|Article 33||At every Shareholders’ Meeting, regardless of whether the meeting is conducted in physical or by means via electronic media, a quorum shall consist of the presence of the Shareholders or representatives of Shareholders (if any) of at least twenty five (25) persons or at least half (1/2) of the total number of Shareholders and holding shares in a total amount of at least one-third (1/3) of the total number of the shares sold.
At any Shareholders’ Meeting, if the quorum is not constituted by one (1) hour after the time for which the meeting is scheduled and such Shareholders’ Meeting is called at the request of the Shareholders, such Shareholders’ Meeting shall be adjourned. If the Shareholders’ Meeting is not called at the request of the Shareholders, the Shareholders’ Meeting shall be adjourned. In this regard, a notice shall be sent to the Shareholders at least seven (7) days prior to the meeting date. A quorum for this rescheduled Shareholders’ Meeting is not required.
|Article 34||Regardless of whether the shareholders’ meeting is conducted in physical or by means of teleconference, The Chairman of the Board of Directors shall be the Chairman of the Shareholders’ Meeting. In the case that the Chairman of the Board of Directors is not present or is unable to perform his or her duty, the Vice Chairman shall act as the Chairman of the Shareholders’ Meeting. If the Vice Chairman is not present or is unable to perform his or her duty, a Shareholder shall be elected to be the Chairman of the Shareholders’ Meeting.|
|Article 35||Regardless of whether the shareholders’ meeting is conducted in physical or by means of teleconference, In regard to the voting at the Shareholders’ Meeting, each Shareholder shall have one (1) vote for each share he or she holds. If any Shareholder has any specific interest in any matter, such Shareholder shall be prohibited from casting his or her vote on that matter except in the voting for the election of Directors. The affirmative vote of a resolution of the Shareholders’ Meeting shall be made as follows:
|Article 36||The agenda of the annual general meeting of shareholders shall be as follows:
|Article 37||The accounting year of the Company shall commence on the 1st day of January and end on the 31st day of December of every year.|
|Article 38||The Company shall arrange for the preparation and keeping of accounts as well as auditing thereof in accordance with applicable laws. The Company shall prepare a balance sheet or statement of financial position, and a profit and loss account at least once in a twelve (12) -month period, which is the accounting year of the Company.|
|Article 39||The Board of Directors shall prepare the balance sheet or statement of financial position, and the profit and loss account as of the end of the accounting year, and propose them to the annual general meeting of shareholders for consideration and approval. The Board of Directors shall arrange to have such balance sheet or statement of financial position, and such profit and loss account audited before proposing them to the general meeting of shareholders.|
|Article 40||The Board of Directors shall submit the following documents to the shareholders, together with the summon notice of the annual general meeting of shareholders:
|Article 41||The auditor shall not be a director, officer, employee, or any person holding any position in the Company.|
|Article 42||The auditor has the power to examine the accounts, documents and any other evidences relating to the revenues and expenditures as well as the assets and liabilities of the Company during the normal office hours of the Company. In this regard, the auditor shall have the power to make enquiries to the directors, employees, officers, any persons holding any position in the Company, and agents of the Company, as well as to have these persons provide clarifications or submit documents or evidences relating to the business operation of the Company.|
|Article 43||The auditor has the duty to attend every general meeting of shareholders in which the balance sheet or statement of financial position, the profit and loss account, as well as problems on the accounts of the Company are to be considered in order to provide clarifications to the shareholders. The Company shall also deliver all reports and documents of the Company which the shareholders are entitled to receive in such general meeting of shareholders to the auditor.|
|Article 44||Dividends shall not be paid other than out of profits. If the Company still has accumulated deficit, no dividends shall be paid.
The dividends shall be paid according to the number of shares, each share is entitled to an equal amount of the dividends, except in the case where the Company issues preferential shares and requires that the dividends paid for the preferential shares be different from those paid for the ordinary shares. In such case, the dividends shall be appropriated in compliance with such requirement. Every payment of the dividends shall be approved by the general meeting of shareholders.
The Board of Directors may make interim payment of the dividends to the shareholders from time to time when they consider that the Company has sufficient profit for such payment. After such interim payment has been made, it shall be notified to the shareholders in the next general meeting of shareholders.
The dividends shall be paid within one (1) month from the date of the general meeting of shareholders or the date when the Board of Directors passes the resolution, as the case may be. In this regard, a written notice on the payment of the dividends shall be submitted to the shareholders and shall also be published in a newspaper for at least three (3) consecutive days.
|Article 45||The Company must allocate part of the annual net profit as the reserved fund at the amount of not less than five (5) per cent of the annual net profit less the sum of accumulated deficit brought forward (if any) until the reserved fund amounts to not less than ten (10) per cent of the registered capital.|
|Article 46||The seal of the Company is as shown below:|