Chapter 1 : General Provisions
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.
Chapter 2 : Shares and Shareholders
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 Company may repurchase the shares from its shareholders who vote against the resolution passed by the meeting of shareholders to amend the Articles of Association of the Company in respect of the voting right and the right to receive the dividends because they deem that such resolution is unfair;
  • The Company may repurchase the shares for the purpose of financial management when the Company has accumulated profit accumulated and liquidity in excess, provided that such repurchase does not cause any financial problems to the Company.

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.
Chapter 3 : Transfer 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.
Chapter 4 : Issuance, Offer, and Transfer of Securities
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.

Chapter 5 : Board of Directors
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:
  • Each shareholder shall have one (1) vote for one (1) share held.
  • Each shareholder shall cast all of the entitled votes in compliance with (1) to elect one person or several persons as the director (s). However, in case where the shareholder wishes to elect several persons as the directors, such shareholder may not divide his/her votes into portions and give them to various candidates.
  • The candidates who receive the highest number of votes in their respective order of votes shall be elected as the directors in the number equal to the number of the directors of the Company or the number of the directors to be elected at such meeting. In the event of a tie of votes which causes the number of the candidates to be elected to exceed the number of the directors of the Company or the number of the directors to be elected at such meeting, the chairperson of the meeting shall have a casting vote.
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:
(1) death;
(2) resignation;
(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 At a meeting of the Board of Directors, the number of the directors attending the meeting shall not be less than two-thirds (2/3) of the total number of the directors in order to constitute a quorum. The chairperson of the Board of Directors shall preside over the meeting. In the event that the chairperson is absent or is unable to perform such duty, if the vice-chairperson is present, the vice-chairperson shall preside over the meeting and, if there is no vice-chairperson or if the vice-chairperson is absent or is not able to perform such duty, the directors present at the meeting shall elect one among them to be the chairperson of the meeting.

Decisions of the meeting of the Board of Directors shall be made by a majority vote. Each director shall have one (1) vote, but any directors who have any interest in any matter shall not be entitled to vote on such matter. In case of a tie of votes, the chairperson of the meeting shall have one (1) casting vote.

Article 25 The chairperson or any persons assigned by the chairperson shall summon a meeting of the Board of Directors by delivering notices of the meeting to the directors at least seven (7) days prior to the date of the meeting. In case of necessity and urgency for the purpose of safeguarding the rights and interests of the Company, the meeting may be summoned by other means and the date of the meeting may be fixed sooner.
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.

Chapter 6 : General Meeting of Shareholders
Article 31 The Board of Directors shall convene an annual general meeting of shareholders within four (4) months from the end of the accounting year of the Company.

All general meetings of shareholders other than the meeting mentioned in paragraph one shall be referred to as extraordinary general meetings. The Board of Directors may summon an extraordinary general meeting at any time as deemed appropriate.

A shareholder or several shareholders holding shares at the total amount of not less than ten per cent (10%) of the total number of shares sold may submit a written request signed by such shareholder (s) to the Board of Directors to call an extraordinary general shareholders meeting at any time, but reasons and agenda for the meeting shall be clearly stated in such request. In such case, the Board of Directors shall arrange for the meeting to be held within forty-five (45) days from the date when such request is received.

If the Board of Directors fails to convene the meeting within the period of time fixed in paragraph three, the shareholders who make the request for such meeting or other shareholders who hold the shares at the required amount may convene such meeting within forty-five (45) days from the date when the period of time fixed in paragraph three expires. In such case, the meeting shall be deemed to be convened by the Board of Directors, and the Company shall be responsible for any expenses necessarily incurred by such meeting, and shall provide reasonable facilitation.

If the number of the shareholders present at any meeting convened by the shareholders in accordance with paragraph four cannot constitute the quorum of the meeting required under Article 33, the shareholders mentioned in paragraph four shall jointly be responsible for all expenses incurred by such meeting for the Company.

Article 32 In calling a general meeting of shareholders, the Board of Directors shall send the notice of meeting specifying the place, date, time, agenda of the meeting, as well as the subject matters to be submitted to the meeting together with reasonable details. In such notice, the Board of Directors shall clearly state which agenda or subject matters shall be proposed for acknowledgement, for approval or for consideration, as the case may be, including the opinions of the Board of Directors on such matters. Such notice shall be delivered to the shareholders and the registrar at least seven (7) days prior to the date of the meeting. Furthermore, such notice shall be published in a newspaper for at least three (3) consecutive days and at least three (3) days prior to the date of the meeting.

The meeting may be held either in the province where the principal office of the Company is located, or at any other places determined by the Board of Directors.

Article 33 At a general meeting of shareholders, in order to constitute the quorum of the meeting, not less than twenty-five (25) shareholders or proxies (if any) or not less than half of the total number of the shareholders shall be present, holding the total amount of shares of not less than one-thirds (1/3) of the total number of shares sold.

In the event that, after the lapse of one (1) hour from the time fixed for any general meetings of shareholders, the number of the shareholders present is still not enough to constitute the quorum as specified in paragraph one, and if such general meeting of shareholders has been requested by the shareholders, such meeting shall be cancelled. If such general meeting of shareholders has not been summoned at the request of the shareholders, it shall be summoned again. In the latter case, the notice of the meeting shall be delivered to the shareholders at least seven (7) days before the date of the meeting, and the quorum is not required for this meeting.

Article 34 The chairperson shall preside over all general meetings of shareholders. In the event that, at any meeting, the chairperson is absent or is unable to perform the duty, if the vice-chairperson is present, such vice-chairperson shall preside over the meeting. If there is no vice-chairperson, or if the vice-chairperson is absent or is not able to perform the duty, the directors present at the meeting shall elect one among them to be the chairperson of the meeting.
Article 35 In order to vote in any general meeting of shareholders, one share equals to one vote. Any shareholders who have any interest in any matter shall not be entitled to vote on such matter, except the vote for election of directors. The resolution of the general meeting of shareholders shall be supported by the following votes:
  • In normal cases, a majority vote of the shareholders who are present and vote in the meeting. In case of a tie of votes, the chairperson of the meeting shall have a casting vote.
  • In the following cases, at least three-fourths (3/4) of the total votes of the shareholders who attend the meeting and have the voting right:
    • Sale or transfer of the business of the Company, whether in whole or any substantial part, to other persons;
    • Purchase or acceptance of the transfer of any business from any other companies or public limited companies to be the business of the Company;
    • Conclusion, amendment or termination of any contracts relating to the lease of the business of the Company, whether in whole or any substantial part, assignment to any other persons to manage the business of the Company, or consolidation of the business of the Company with the business of other persons for the purpose of sharing profit and loss;
    • Amendment to the Memorandum of Association or the Articles of Association of the Company;
    • Increase or decrease of the registered capital of the Company;
    • Dissolution of the Company;
    • Issuance of debentures of the Company;
    • Amalgamation with other companies; and
    • Other acts which are required by law to obtain at least three-fourths (3/4) of the total votes of the shareholders who attend the meeting and have the voting right.
Article 36 The agenda of the annual general meeting of shareholders shall be as follows:
  • To consider and acknowledge the annual report of the Board of Directors relating to the business of the Company during the previous year;
  • To consider and approve the balance sheet or statement of financial position, and the profit and loss account;
  • To consider and approve the appropriation of profit and payment of dividends;
  • To consider and appoint new directors to replace those who retire by rotation;
  • To fix the remuneration of the directors;
  • To consider and appoint an auditor and fix the remuneration of the auditor; and
  • Other matters.
Chapter 7 : Accounting, Financing, and Auditing
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:
  • Copies of the balance sheet or statement of financial position, and the profit and loss account which have been audited, together with the report of the auditor; and
  • The annual report of the Board of Directors together with supporting documents.
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.
Chapter 8 : Dividends and Reserved Fund
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.
Chapter 9 : Additional Provision
Article 46 The seal of the Company is as shown below: