Checklist Warrant-RO. Right Offering of Warrant and. Rights Issue of New Shares reserved for warrants conversion ( Reserved Shares )

Transcription

1 Checklist Warrant-RO Right Offering of Warrant and Rights Issue of New Shares reserved for warrants conversion ( Reserved Shares ) Issuing Company ( Company")Bangkok dec-con Public Company Limited Being a listed company on the stock Exchange of ( Listed Company ) Being a public company, which duty isbound pursuant to Section 56 ( Non-listed Company ) Details of Warrant - Name of warrant (if any) : Warrants to purchase ordinary shares of Bangkok dec-con Public Company Limited No.1 ( BKD-W1 ) - Offered for sale to The Company s existing shareholders whose names appear on the share register book on the record date on August 19, 2014, and to collect the names of entitled shareholders under Section 225 of the Securities and Exchange Act by closing register book on August 20, Warrants offering date: August 28, End of warrant maturity: February 27, Number of warrant: 349,997,473 units - Last exercise date: February 27, Offering price: 0 Baht - Number of reserved shares: 174,998,737 shares - Exercise ratio: 2 unit of warrant per 1 ordinary share -Exercise price: Bt 3.50 per shares Checklist Fully Meet The criteria 1 References Item/Page 1. Features of warrant 1.1 Proportion of reserved shares to total issued shares of the Company is 50% Terms on Rights and Duties Pg.4 Item Identify N/A if the prevailing criteria is not applicable with the Company

2 Checklist > 50% only for issuance of warrant in either one of the following cases, for which waiver has been given by the Office of the SEC before the offering as per letter no...dated.. (1) The company is in the conditions that need financial assistance (2) It is intended for the Company/s debt restructuring (3) It is deemed necessary and proper for the benefits of the Company and the shareholder as a whole 1.2 The warrant has definite maturity, being < 10 years commencing from the warrant issuing date (August 28, 2014) Fully Meet The criteria References Item/Page Terms on Rights and Duties Pg.4 Item Definite exercise price and ratio are specified. Terms on Rights and Duties Pg.4 Item Certain period is specified for expressing intention of the last exercise, i.e. > 15 days before the exercise date. 1.5 Certain period of time is specified for exercising the right to buy reserved shares within warrant maturity 2. Invitation notice of the shareholders meeting, containing at least the data below: 2.1 Preliminary data of warrants such as - Tentative exercise price and ratio - Exercise period - Last exercise date - Rationale for newly issued shares to reserved for rights adjustment - Other, please indicate 2.2 Dilution effects, please indicate -price dilution -Earning dilution or control dilution Terms on Rights and Duties Pg.5-6 Item 2.2 Terms on Rights and Duties Pg.5-10 Item 2.2 Invitation notice of the sharehoders meeting Pg Invitation notice of the sharehoders meeting Pg.26

3 Checklist Fully Meet The criteria References Item/Page 2.3 Allocation of warrants Invitation notice of the sharehoders meeting Pg Other, please indicate 3. Resolutions of the shareholders1 meeting and resolution tenure 3.1The Company has obtained a resolution from the shareholders meeting to issue reserved shares in an adequate amount. 3.2 The Company has completed the allocation of warrants within 1 year from the date of the shareholders meeting resolution has been made 4. Covenants of warrant containing at least the data below : 4.1 Feature of warrants as follows: (1) Maturity of warrants, 1 years and 6 months (2) Warrants offering price and exercise price (3) Warrants exercise ratio (4) Warrants exercise method, e.g. exercise every final day of each quarter (5) Other significant data, please indicate 4.2 Rationale, conditions and procedures pertaining to the amendment to the warrant covenants 4.3 Compensation for damage to be obtained by warrant holders in case the Company fails to allocate reserved shares, which shall be the difference between the share market price and the exercise price. Agenda 5 Pg. 5 Warrants offering date: August 28, 2014 The shareholder meeting/s resolution was given on August 8, 2014 Terms on Rights and Duties Pg.4-5 Item 2.1 Terms on Rights and Duties Item 13 Terms on Rights and Duties Item 4

4 Checklist 4.4 Protection of warrant holders as follows: (1) In case of call warrants, the Company warrants and represents that all covenants pertaining thereto: (a) is fair and clear, and the call warrants is on reasonable grounds of any incidents or actions and beyond any individuals control. (b) require that the Company shall call warrants only under the certain circumstances as specified (c) require that there are measures in place to ensure all warrant holders/acknowledgment and awareness of such call provision (2) Rationale and condition in the right adjustment and the calculation method are specified, (a) When there is a change in the par value of the Company as a result of share merge or split. (b) When the Company offers to sell its newly issued shares at the price lower than the market price. (c) When the Company offers to sell its CD or warrant at the price lower than the market price. (d) When the Company pays dividend wholly or partially in form of share dividends to the shareholders. (e) When the Company pays dividend in monetary form in the amount exceeding that specified in the covenant (f) When there is any other case arising in the same manner as (a) -(e) above that will cause the consideration to the warrant holders, who exercise their warrants to become inferior to that earlier specified. Fully Meet The criteria - References Item/Page Terms on Rights and Duties Pg Item 5 In case of events as prescribed in (b) and (c) above, the Company has specified the discount rate from the market price of the ordinary shares and calculation method of the offering price and the market price of the ordinary shares in the covenant.

5 Checklist (However, a waiver has been granted by the Office of the SEC to the Company before the offering of warrants if the Company does not make right adjustment, in the case that such scenario in (a) - (f) arises, pursuant to the regulator/s letter no dated..) 5. Required process after the offering of warrant 5.1 The Company has stated in the offering of warrant that right adjustment shall be made by either one of the following methods : (1) Adjustment of exercise price and ratio, or (2) Adjustment of exercise price together with new warrant issue to substitute for the adjustment of exercise ratio. If issuance and offering of additional reserved shares are required, the Company shall seek approval from the Office of the SEC by filing to the Office together with the shareholder meeting/s resolution for the issuance of reserved shares in an adequate amount for the right adjustment. 5.2 The Company has stated in the offering of warrant that the warrant maturity shall not be extended and the exercise price and ratio shall not be changed, unless it is in the case of right adjustment pursuant to clause 4.4 (2). Fully Meet The criteria References Item/Page Terms on Rights and Duties Pg Item 5 Terms on Rights and Duties Pg Item 5 Terms on Rights and Duties Pg.16 Item 5. (8) We, on behalf of the Company, hereby acknowledge and observe in all respects the conditions pursuant to the Notification of the Capital Market Supervisory Board regarding the request and the grant of approval for the company to offer for sale of warrants and shares reserved for the exercise of warrants. For any amendment to the covenants of the warrants after the warrants offering, the Company shall undertake to ensure the compliance with the covenants and shall not perform in contradiction to the provisions of the Notification of the Capital Market Supervisory Board. The Company shall inform the Office of the SEC in writing of such amendment within 15 days from the amendment date. We certify that all the information contained herein iscorrect and true in all respects (Miss Kanoknart Ratanasuwanachart ) Director (Mrs.Napassorn Thipakkarayod) Director Authorized directors of the Company seal the Company affix (if any)

6 Remark The offering for sale of newly issued securities at discount means the offer to sell the newly issued securities in any of the following cases : 1. The offering to sell the newly issued shares, which the offering price as specified in Clause 1 is at the discount of more than 10.00% of the market price. 2. The offering to sell the warrants and the newly issued shares reserved for the exercise of warrants, which the offering price as specified in Clause 1 is at the discount of more than 10.00% of the marketprice 3. The offering to sell the convertible debenture, which the offering price as specified in Clause 1 is at the discount of more than 10.00% of the market price 1. Calculation of the offering price 1.1 In case of offering to sell the ordinary shares, offering price is determined by the price that offered to the public. 1.2 In case of offering to sell the warrants, offering price is determined by the offering price of warrant plus the exercise price to purchase ordinary shares 1.3 In case of offering to sell the ordinary shares simultaneously with warrants, offering price is determined by the following formula: ((Ps) (Qs)) + ((Pw)(Qw)) + ((Ep)( Qx)) Qs + Qx Where Ps = the offering price of ordinary share Qs = number of the offering shares Pw = the offering price of warrant Qw = number of the offering warrant Ep = the exercise price to purchase ordinary shares Qx = number of shares to be received from the exercise of warrants 1.4 In case of offering to sell the convertible debenture, offering price is determined by the offering price of convertible debenture divided by conversion ratio. 2. Calculation of market price is determined by any of the following criteria. 2.1 Weighted average market price, either closed price or average price, of shares of not less than 7 consecutive business days, but not more than 15 consecutive business days prior to the date of determination of the offer price

7 The date of determination of the offering price is specified as follows : a) The date that the Board of Directors of the Company resolves to propose the offering for sale of warrants and the reserved shares at discount to the shareholders for approval or; b) The date that the shareholders approve the offering for sale of newly issued shares at discount or ; c) The first date that the securities are offered to the investor or ; d) The date that the investors obtain the right to subscribe the newly issued ordinary shares In case the weighted average market price as specified in Clause 2.1 is not applied, the appropriateness and reasons of not using such the price shall be clearly provided. 2.2 The price determined the comparison of demand and supply for the offered securities i.e. bookbuilding. 2.3 Fair value of securities evaluated by the financial advisor, who is in the approved list of the Securities and Exchange Commission. In this case, material assumptions used in the valuation shall be clearlyprovided.

8 Documents to be Submitted Together with Checklist of Right Offering of Warrant And Newly Issued Reserved Shares Document to be sent together with checklist Available/ Not available Remarks 1. Report on result of rights offering of warrants and reserved shares 2. Invitation notice of the shareholders/ meeting to resolve the issuance and offering of warrants and reserved shares 3. Resolution of the shareholders/ meeting to approve the issuance and offering of warrants and reserved shares 4. Warrant covenants 5. Details of the calculation of reserved shares 6. Details of the calculation of dilution effects 7. Letter of the Office of the SEC informing the waiver of warrants - issuance in excess of 50% (if any) 8. Waiver letter issued by the Office of Securities and Exchange - Commission regarding the occurrence of events, which the Company shall not adjust the right of warrants (if any) Note Every page of the above documents has to be signed by the authorized directors.

9 Warrant Covenants of Rights ang Duties of the Issuer and Warrant Holders to Purchase Ordinary Shares Issued and Offered to Existing Shareholders Bangkok Dec-Con Public Company Limited

10 Warrant Covenants of Rights and Duties of the Issuer and Warrant Holders to Purchase Ordinary Shares Issued and Offered to Existing Shareholders Bangkok Dec-Con Public Company Limited The Warrant Covenants to purchase ordinary shares of Bangkok dec-con Public Company Limited No.1 which are allocated to the existing shareholders ( Warrant No.1 or BKD-W1 ) are issued by Bangkok dec-con Public Company Limited according to the resolution of the Extraordinary General Meeting of Shareholders No. 1/2017 held on August 8, 2014 The Warrant Holders shall be entitled to the rights as described in the Warrant Covenants. The Issuer and Warrant Holders shall be bound by the Warrant Covenants in all respects and it shall be deemed that the Warrant Holders fully acknowledge and understand all the terms and conditions set forth. The Issuer shall arrange to keep a copy of the Warrant Covenants at the issuer s head office in case the Warrant Holders request to inspect a copy of the Warrant Covenants and other contracts during the Issuer's business hours. 1. Definition All terms and phrases used in these Warrant Covenants shall bear the meanings as below: Warrant Covenants means The covenants with regards to the rights and duties of the Issuer and Warrant Holders to purchase ordinary shares of Bangkok dec-con Public Company Limited No.1 which are allocated to existing shareholders ( Warrant No.1 or BKD-W1) (including the applicable amendments thereto) Warrant means Named and transferable Warrants to purchase ordinary shares of Bangkok dec-con Public Company Limited No.1 allocated to existing shareholders. Certificate Representing Warrant means A certificate issued by Thailand Securities Depository Company Limited representing the Warrants to purchase ordinary shares of Bangkok dec-con Public Company Limited. The Company or Issuer means Bangkok dec-con Public Company Limited.

11 Warrant Holder means Holders of Warrants to purchase ordinary shares of the Company, including holders of the Certificate Representing the Warrants to purchase ordinary shares of the Company SEC means The Securities and Exchange Commission Business Day means The days on which commercial banks in Bangkok operate as usual, except Saturday or Sunday or any bank holiday as announced by the Bank of Thailand. Announcement Tor Jor 34/2008 means Notification on Capital Market Commission Tor. Jor 34/2008 Re: Authorization and Permission to Offer Warrants to Purchase the Newly Issued Shares and the Underlying Shares for the Warrants. SET means The Stock Exchange of Thailand TSD means Thailand Securities Depository Company Limited Issue Date means August 28, 2014 The exercise date means Warrant holders can exercise their rights to purchase the Company s ordinary shares on the every June 30 of every year throughout one (1) years and six (6) months from the issuance date ( Exercise Date ). The first exercise date is June 30, 2015 and the final Exercise Date is February 27, If exercise date falls on a day which is not a business day then that particular exercise date shall be moved up to the business day prior to such exercise date. Period for notification of means As mentioned in Clause intention to exercise the warrant 2. The detail of the Warrants Warrants to purchase the Company s ordinary share No.1 ( Warrants No.1 or BKD-W1 ) in the amount of not exceeding 350,000,000 units to existing shareholders of the company at the ratio of 2 existing shares to 1 unit of Warrant No.1

12 2.1 Nature of the Warrants Issuer Address Bangkok dec-con Public Company Limited 52/3 Moo 8, Bangbuathong-Supanburi Rd., Lahan, Bangbuatong, Nonthaburi Tel: Fax: Type of Warrant The Warrant to purchase ordinary shares of Bangkok dec-con Public Company Limited No.1 which will be allocated to the existing shareholders ( Warrant No.1 or BKD-W1 ) Category of Warrant Number of Warrant Underlying Share Offering Method Offering price per unit Terms of Warrant Named and transferable Warrant to purchase ordinary shares of Bangkok dec-con Public Company Limited 350,000,000 units 175,000,000 shares Allocation to existing shareholders as the ratio of 2 existing ordinary shares to 1 unit of Warrant (any fraction will be discarded as to be decided on by the Board of Directors or person assigned thereby). The record date for the names of shareholders entitled to be allocated Warrants is set to be August 19, 2014 and the names of entitled shareholders will be gathered pursuant to Section 225 of the Securities and Exchange Act by means of closing of the share register book on August 20, 2014 Baht 0 (Zero) per unit 1 years and 6 months from the Issue and Offering Date Issue and Offering Date August 28, 2014 Exercise Ratio Exercise Price Exercise Period 2 unit of Warrant per 1 newly ordinary share (subsequently amendable in accordance with the conditions for right adjustment) Baht 3.50 per share (subject to change in accordance with the conditions for right adjustment) Warrant holders can exercise their rights to purchase the Company s ordinary shares on the every June 30 of every year throughout one (1) years and six (6) months from the issuance date ( Exercise Date ). The first exercise date is June 30, 2015 and the final Exercise Date is February 27, If exercise date falls on a day which is not a business day then that particular exercise date shall be moved up to the business day prior to such exercise date.

13 Period for notification of 15 business days prior to the exercise date intention to exercise the warrant End of Warrant term February 27, 2016 Warrant Registrar Secondary Market of Thailand Securities Depository Company Limited The Company will register the Warrants as listed securities on The Stock Exchange of Thailand. Warrant Secondary Market of The Company will register the ordinary shares derived from exercise of ordinary share derived from Warrants under this issue and offering as listed securities on The Stock the exercise of Warrants Exchange of Thailand. Exercise procedures and As mentioned in Clause 2.2 conditions 2.2 Exercise Procedure and Conditions Exercise Date Warrant holders can exercise their rights to purchase the Company s ordinary shares on the every June 30 of every year throughout one (1) years and six (6) months from the issuance date ( Exercise Date ). The first exercise date is June 30, 2015 and the final Exercise Date is February 27, If exercise date falls on a day which is not a business day then that particular exercise date shall be moved up to the business day prior to such exercise date Notification period for the exercise of Warrant The Warrant Holders who wish to exercise their rights to purchase ordinary shares of the Company must notify the intention to purchase ordinary shares of the Company during hours of each Business Day during 5 Business Days prior to each exercise date (hereinafter called the Notification Period ). In case of the last exercise date, the Notification Period shall be within 15 days prior to the last exercise date (hereinafter called the Last Notification Period ) The Company will not close the register book to suspend the transfer of Warrants, except for the last exercise date in which case the Company will close the register book to suspend the transfer of Warrants for 21 days prior to the last exercise date. In addition, the Company shall notify the SET to suspend the purchase and sell of the Warrants (or posting the SP sign) 21 days prior to the last exercise date. In this regard, the SET will post the SP sign ( Suspended ) on the Warrants of the Company 3 Business Days prior to the closing date of the registered book. In the event that the first closing date of the register falls on the SET s holiday, the register closing date shall be changed to the preceding Business Day.

14 The Company will inform the information regarding the Notification Period, exercise ratio, exercise price for ordinary shares and contact place at least 5 days prior to each Notification Period through the SET s information distribution system (SET SMART/ELCID). For the last exercise date, the Company will send the information by registered mail to the Warrant Holders whose names appear on the Warrant Holders register book of the Company as of the last registerclosing date. In addition, the Warrant Holders shall be informed about the exercise right through the SET s information distribution system ( SCP system) at least 3 days prior to the last Notification Period Warrant Registrar Thailand Securities Depository Company Limited ( TSD ) The Stock Exchange of Thailand 62 Ratchadaphisek Rd., Klongteoy, Bangkok 10110, Thailand Tel: Fax: The Warrant Registrar will be responsible for closing Warrant Holders register book which must consist of full name, nationality and address of the Warrant Holders and other relevant information as required by TSD. If there are any discrepancies of the data, it shall be deemed that information in the Warrant Holders register book is correct. Hence, the Warrant Holders are responsible for directly notifying the Warrant Registrar of any changes or errors in the information in the Warrant Holders register book and the Registrar shall amend or change such error accordingly. The Company reserves the right to change the Warrant Registrar and will promptly keep the Warrant Holders notified of such change via the SET s information distribution system and will so inform the SEC within 15 days. Moreover, the Company will send a notice informing the change to the Warrant Holders via registered mail Contact place for the exercise Bangkok dec-con Public Company Limited 52/3 Moo 18, Bangbuathong-Supanburi Rd., Lahan, Bangbuatong, Nonthaburi Tel: Fax:

15 In case the Company changes the contact place for the exercise, the Company will inform the Warrant Holders of such change via the SET s information distribution system Procedures for the exercise The Warrant Holders may request and obtain the Exercise Form from the Company during the Notification Period specified above. Procedures for the exercise of Warrants which are in the script system and script-less system are different from each other and are in accordance with the following criteria The Warrant Holders who wish to exercise their rights to purchase ordinary shares shall follow the conditions on Notification of Rights, by filling in detailed information and signing their names in the Exercise Form to purchase ordinary shares, then submit the Warrants or the Certificate Representing the Warrants including Exercise Form to purchase ordinary shares to the Company, and pay money according to the amount of rights exercised. In addition, the Warrant Holders shall also follow the regulations or the laws concerning the exercise of right to purchase the ordinary shares. Documents and evidences that the Warrant Holders shall submit to the Company shall include the followings: 1. Exercise Form to purchase ordinary shares which has been completely and correctly filled in (Exercise Form to purchase ordinary shares can be obtained from the Company at the contact place stated in Clause during the Notification Period or during the Last Notification Period 2. The Warrants or the Certificates Representing the Warrants which specify that the shareholders are entitled to the Warrants in a relevant amount as specified in the Exercise Form. 3. Evidence supporting share subscription 1) Thai Individual : A certified copy of Identification card with a copy of certificate. 2) Foreign Individual : A photocopy of your passport with a copy. 3) Thai juristic person : Duly certified copy of certificate of incorporation by the Ministry of Commerce, issued not over 6 months prior to the exercise date and duly certified copy of evidence of the authorized person as in 1) or 2) 4) Foreign juristic person : Duly certified copy of Corporate Documents which are Memorandum of Association, Article of Incorporation, and Certificate of Incorporation

16 that are issued not over 6 months prior to exercise date which duly certified copy by Notary Public of such country and duly certified copy of evidence of the authorized person as in 1) or 2) 4. According to the number of payment in accordance with the exercise of the rights specified in the notification, the intention for the exercise of warrants within the specified period of time, a way with no more than one of the ways used by any method as follows: a. Transfer money into the account deposit account name "book purchase ordinary shares of Bangkok Dec-Con Public Co., Ltd. to support the exercise of the warrants to purchase shares BKD-W 1" Kasikorn Bank Public Company Limited, Rattanatibet Road Bangyai branch, account number , please attach the document of money transfer. b. Payment can be made by check or bank draft denominated in a bill of exchange payment instructions that the Bank has been able to collect in the Bangkok within each exercise date, time crossed "book purchase the Company's ordinary shares issued codec - Icon Limited (the "Company) in order to support the exercise of the warrants to purchase shares BKD-W 1." The exercise of warrants will be complete when the company can collect the payment for the amount of money collected, and then only if it is not a necessity that is not caused by the company, it shall be deemed that the warrant holders intend to cancel the exercise of the rights and the Company shall be deemed to cancel the agreement to use their rights in that time but this is not a cut-off of the right to exercise in the next time, unless it is the right to cancel the last time out, it shall be deemed that the right to purchase ordinary shares in accordance with the warrant. Note: The warrant holders who wish to purchase the ordinary shares will be entitled to use the cost burden of tax and/or stamp duty (if any) in accordance with the provisions of the code that a chapter or stamp duty regulations or other laws related to, or effect on the exercise of warrants (if available) The Warrants exercised must be in full amount.allocation to existing shareholders as the ratio of 2 existing ordinary shares to 1 unit The Warrant Holders must exercise their right to purchase ordinary shares at least 100 shares, and number of unit of the Warrants exercised must be in full amount, except such Warrants have fraction. In the case where the Warrant Holders has the right to purchase the ordinary shares less than 100 shares In case that the Company receives incomplete evidence of Warrants or Certificate Representing the Warrant or incorrect money as specified in the Exercise Form or verifies that the information filled in the Exercise Form is incomplete or incorrect or an inadequate duty stamp is affixed as required by the relevant laws or regulation, the Holders of Warrants or Certificate Representing the Warrants must rectify in order to comply with the conditions prior to the exercise date; otherwise, the Company shall deem that the exercise notifications are expired and invalid without any exercise of the right. The Company will then return the money received and the Warrants or Certificate Representing the Warrants to the Warrant Holders within 14 days from the exercise date, without any interest reimbursement in all cases. In case change right adjustment. If there are warrants remaining after the allocation, the Company will proceed to cancel the said remaining warrants.

17 2.2.9 The calculation of the adjustment to the exercise price and the exercise ratio as in (a) through (f) shall not cause any changes which shall increase the new exercise price and/or decrease the exercise ratio, except in case of share consolidation. For calculation of amount of money from the exercise of right, a new exercise price after an adjustment (3 decimal digits) shall be calculated by multiplied with number of the ordinary shares (number of the ordinary shares shall be calculated from the new exercise ratio multiplied with number of the Warrants intent to exercise, the outcome of share calculation which has any fraction shall be discarded.) In case the sum of money calculated from the exercise of right has a fraction of Baht, such Baht fraction shall be discarded. In the event where there is a change in such exercise price, which causes the new exercise price to be lower than par value of the Company s ordinary shares, such new exercise price shall be applied, except 18where the laws specify that the Company is prohibited to issue share which is lower than the par value, then value of the Company s ordinary share shall be applied as the new exercise price and the new exercise ratio shall apply the exercise ratio obtained from calculation from (a) through (f), as previously did ) In case that the Company receives incomplete evidence of Warrants or Certificate Representing the Warrant or incorrect money as specified in the Exercise Form or verifies that the information filled in the Exercise Form is incomplete or incorrect or an inadequate duty stamp is affixed as required by the relevant laws or regulation, the Holders of Warrants or Certificate Representing the Warrants must rectify in order to comply with the conditions prior to the exercise date; otherwise, the Company shall deem that the exercise notifications are expired and invalid without any exercise of the right. The Company will then return the money received and the Warrants or Certificate Representing the Warrants to the Warrant Holders within 14 days from the exercise date, without any interest reimbursement in all cases. In case the Holders of the Warrants or the Certificate Representing the Warrant make insufficient payments, the Company reserves the right to proceed with one of the following alternatives as deemed appropriate: 1. Deem that the Exercise Form is invalid without any exercise, or 2. Deem that the number of ordinary shares subscribed is equal to the numbers of shares obtainable according to the payment amount actually received by the Company at the exercise price prevailing at the time. In case 1, the Company will return the payment received and the Warrants or the Certificate Representing the Warrants which the Company deems unexercised to the holders of the Warrants or the Certificate Representing the Warrants with no interest reimbursement by registered mail within 14 days from the exercise date. However, the Warrants that are not yet exercised shall remain valid until the last exercise date. In case 2, the Company will return the remaining Warrants or the Certificate Representing the Warrants and the payment balance (if any), in the case the Company deems that only partial exercises is made to the Holders of the Warrants or the Certificate Representing the Warrants with no interest reimbursement by registered mail within 14 days from the exercise date. However, the Warrants or the Certificate representing the Warrants that are not yet exercised shall remain valid until the last exercise date Once the Holders of the Warrants or the Certificate Representing the Warrants who wish to exercise their rights to purchase ordinary shares have complied with all notification conditions, i.e. the Warrant Holders have correctly and completely delivered the Warrants or the Certificate Representing

18 the Warrants, the Exercise Form, and paid for the ordinary shares subscription, they may not revoke the exercises After the last exercise date if the Holders of the Warrants or the Certificate Representing the Warrants have not yet completely complied with all conditions governing the exercise, the Warrants or the Certificate Representing the Warrants shall be deemed expire without any exercise and the Holders of the Warrants or the Certificate Representing the Warrants may not exercise their rights after the last exercise date In case that the Holders of the Warrants or the Certificate Representing the Warrants deliver the numbers of Warrants exceeds the numbers desired to exercise, the Company will send the new Warrant with the surplus number of Warrants to the Warrant Holders by registered mail within 14 days after such exercise dates and the old Warrant shall be revoked The Company will register the change in the Company s paid-up capital to the Ministry of Commerce according to the numbers of newly issued ordinary shares for each exercise within 14 days from the date the Company receives full payments for the exercised number of shares in each period. In addition, the Company will register the Warrant Holders who exercise their rights as the Company s ordinary shareholders in the shareholder register book according to the numbers of ordinary share calculated on such exercise In the event that the company is not able to provide an ordinary shares to accommodate the exercise of the warrants. The Company will indemnify the holders of the warrants when the warrants obtained on request to use right each and abide by the conditions set out accurately and completely. The Company not able to provide an ordinary to accommodate the exercise of the warrant are fully compensatory damages The Company's Board of Directors and/or the persons authorized by the Company's Board of Directors or the Company's authorized signatories are empowered to determine and amend any other necessary and appropriate conditions and details in connection with the warrant issuance, such as details of the offering, to execute application, necessary supporting documents and evidence relevant to the issuance of the warrant, including to contact and to file such application forms, documents and evidence to the authorities or government agencies concerning the warrant issuance and the listing of the warrant on the Stock Exchange of Thailand, and, to take any other actions which are deemed necessary and appropriate for 3. Distribution method The warrant shall be allocated to the existing shareholders of the Company on a pro rata basis ( Right Offering ) at the allocation ratio of 2 existing ordinary shares for 1 unit of warrant. In this regard, the names of shareholders entitled to receive the warrant shall be fixed on August 19, 2014 (Record Date), and the names of entitled shareholders shall be collected under Section 225 of the Securities and

19 Exchange Act B.E (as amended) by means of share register book closure and suspension of share transfer on August 20, In case there is any fraction derived from the calculation of warrant allocation based on the allocation ratio set forth, such fraction shall be discarded. If there are warrants remaining after the allocation, the Company will proceed to cancel the said remaining warrants. 4. In the event that the company is not able to provide an ordinary shares to accommodate the exercise of the warrants The amount of compensation will be given to companies holding the warrants in accordance with details as follows : 4.1 The Company will indemnify the holders of the warrants when the warrants obtained on request to use right each and abide by the conditions set out accurately and completely. The Company not able to provide an ordinary to accommodate the exercise of the warrant are fully compensatory damages by the company will compensate the holders of warrants listed above can be calculated as follows. damages to the warrant unit 1 = B X [MP - EP] By the B MP EP is the number of shares that can be issued and / or an increase in the utilization rate that has a right to change to the increased per 1 unit. is value of the ordinary shares of the company is divided by the number of ordinary shares. The Company has all the trading on the Stock Exchange on the day of each exercise is the exercise price or the exercise price in accordance with the warrant the change. In the case where it is not possible to find "market price per share of the ordinary shares of the company" As ordinary shares are not traded on the day exercise price fair company will continue to use in the calculation. 4.2 The amount of compensation will be paid to the above company Checks crossed only and will be shipped via postal mail. Sign up within 14 days from the date of each exercise, there is no interest if your company is not able to return the money to purchase such shares the holders of warrants within the time prescribed. The company will pay interest to the holders of warrants at the rate per annum, calculated of compensation damages from the date of the expiration of the 14 days until the date on which the warrant holders receive a refund. However, does not in any case if you have a refund check sent via registered mail in accordance with such damages that are specified in a notification intention to exercise the right, and then it shall be deemed that the warrant holders have been refund damages, and then, like, the warrant holders will not be entitled to claim any damages or interest. Furthermore, in the case where the person holding the warrants that are not eligible for the Thai nationality, purchase the ordinary shares, but is not able to purchase the shares as a ratio of Thai nationality, at the moment, and not more than 49 per cent of the total number of shares sold. All of its specified in limited transfer of shares ordinary shares in this case, the company will compensate the missing, or any other action to the warrant holders who are not Thai nationality and the warrant holders who do not have Thai nationality, is not entitled to

20 claim damages or compensation, the company claims, however, any Warrants to be effective until final Exercise if at last exercise date the warrant holders who are not Thai nationality, it is not able to exercise as a ratio of the shares of Thai nationality at the moment that is not more than the amount specified in the Transfer restrictions, shall be deemed to be ordinary shares warrants that expire by the warrant holders who are not Thai nationality, it does not have the right to claim any damages to the Company and the company will not continue to compensate the damages occurred. 5. Conditions for right adjustment of Warrants The Company shall adjust the exercise price and exercise ratio throughout the term of Warrants upon an occurrence of any of the following events to ensure that the benefits of the Warrant Holders are not less than the existing status: (1) When there is a change in the par value of the Company s ordinary shares as a result of the share consolidation or division. The change of the exercise price and the exercise ratio shall be effective immediate from the date the par value of the Company is changed. a. The exercise price will be adjusted according to the following formula: ] Price 1 = Price 0 x [Par 1] [Par 0] b. The exercise ratio will be adjusted according to the following formula: Ratio 1 = Ratio 0 x [Par 0] [Par 1] Where Price 1 = New exercise price after the adjustment Price 0 = Exercise price prior to the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Exercise ratio prior to the adjustment Par 1 = Par value of ordinary share after the adjustment Par 0 = Par value of ordinary share prior to the adjustment

21 2. When the Company offers to sell its newly issued ordinary shares to the existing shareholders and/or public offering and/or private placement and the average price per share of the newly issued ordinary share is below 90% of the market price per share of the Company s ordinary share. The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first date the purchasers of ordinary shares shall not obtain rights to subscribe the newly issued ordinary shares (the first date that the SET posts XR sign) in case of right issue and/or the first date of offering of the newly issued ordinary shares in case of public offering and/or a private placement, as the case may be. The average price per share of the newly issued ordinary shares is calculated from the total amount of money obtained by the Company from such offering of shares, less the expenses, then divided by the total number of newly issued ordinary shares. The market price per share of the Company s ordinary share is fixed to be equal to the weighted average market price of the Company s ordinary shares which are traded in the SET during 7 consecutive Business Days (the date the Company s ordinary shares traded in the SET) prior to the calculation date. Weighted average market price means total trading value of the Company s ordinary shares divided by total number of the Company s ordinary share traded in the SET for 7 consecutive Business Days before the calculation date. Calculation date means the first date that the purchaser of ordinary shares will not obtain rights to subscribe for the newly issued ordinary shares (the first day that the SET posts XR sign) in case of rights issue and/or the first date of offering of the newly issued ordinary shares in case of public offering and/or the private placement, as the case may be. In the case the market price per share of the Company s ordinary share cannot be calculated because there is no trading at that time, the Company shall instead determine a fair price for calculation. If there is more than one offering price for ordinary shares at a time under the condition that the subscriptions are to be done simultaneously, all offering prices shall be calculated to determine the

22 average price per share of the newly issued ordinary shares. However, if such offerings are not subject to the said simultaneous subscription condition, only the offering prices that are below 90% of the market price per share of the ordinary shares will be applied in the calculation for the adjustment A. The exercise price will be adjusted according to the following formula: Price 1 = Price 0 x [(A x MP) + BY] [MP(A+B)] B. The exercise ratio will be adjusted according to the following formula: Ratio 1 = Ratio 0 x [MP (A+B)] [(A x MP) + BY] Where Price 1 = New exercise price after the adjustment Price 0 = Existing exercise price prior to the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Existing exercise ratio prior to the adjustment MP = Market price per share of the Company s ordinary shares A = Number of paid-up shares as of the date prior to the closing of the shareholder register book for newly issued share subscription in case of right issue and/or the date prior to the first date of offering in case of public offering and/or private placement, as the case may be. B = Number of newly issued shares offered by right issue and/or public offering and/or private placement BY = The sum that the Company receives deducted by expenses (if any) incurred from offering from the offering of newly ordinary shares, either by rights issue to existing shareholders and/or public offering and/or private placement. 3. The Company offers by rights issue and/or public offering and/or private placement its newly issued securities, which entitle the Holders to convert or to change into ordinary shares or to subscribe for ordinary shares(e.g. convertible debentures or Warrant to purchase ordinary shares ) at the average price per share of the newly issued underlying ordinaly shares below 90% or the market price per share of the Company,s ordinary shares.

23 The adjustment of the exercise price and the excise ratio shall be effective immediately from the first day that the ordinary share subscribers do not obtain rights to subscribe for the said newly issued securities that are convertible into ordinary shares or that give the rights to purchase ordinary shares (the first day that the SET posts an XR sign)in case of rights issue and/or the first day of offering of the newly issued securities that are convertible into ordinary shares or that give the rights to purchase ordinary shares in case ofpublic offering and/or private placement, as the case may be. Average price per share of the newly issued underlying ordinary shares is calculayed from the sum that the Company will receive from the sales of securities that are convertible into ordinary shares or that give the rights to purchase ordinary shares, deducted by expenses incurred on the said securities offering, added by the sum received from the exercise of rights to purchase ordinary shares, then divided by total number of the newly issued inderlying shares. Market price per share of the Company s ordinary shares has the samr meaning as described in Clause (b) above Calculation date refers to the first date that the ordinary share subscribers will not obtain rights to subscribe for the newly issued securities that are convertible into ordinary shares or that give the rights to purchase ordinary shares in case of rights issue and/or the first date of offering of the said securities that are convertible into ordinary shares or that give the rights to purchase ordinary shares in case of public offering and/or private placement, as the case may be. A. The exercise price will be adjusted according to the following formula: Price 1 = Price 0 x [(A x MP) + BY] [MP (A+B)] B. The exercise ratio will be adjusted according to the following formula: Ratio 1 = Ratio 0 x [MP (A+B)] [(A x MP) + BY] Where Price 1 = New exercise price after the adjustment Price 0 = Existing exercise price prior to the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Existing exercise ratio prior to the adjustment MP = Market price per share of the Company s ordinary shares

24 A = Number of paid-up shares as of the date prior to the closing of the shareholder register book for newly issued share subscription in case of right issue and/or the date prior to the first date of offering in case of public offering and/or private placement, as the case may be. B = Number of newly issued shares offered by right issue and/or public offering and/or private placement BY = The sum that the Company receives deducted by expenses (if any) incurred from offering from the offering of newly ordinary shares, either by rights issue to existing shareholders and/or public offering and/or private placement. 4. The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first day that the ordinary share subscribers do not obtain rights to subscribe for the said newly issued securities that are convertible into ordinary shares or that give the rights to purchase ordinary shares (the first day that the SET posts an XD sign ) a) The exercise price will be adjusted according to the following formula: Price 1 = Price 0 x A [A+B] b) The exercise ratio will be adjusted according to the following formula: Ratio 1 = Ratio 0 x [A+B] A Where Price 1 = New exercise price after the adjustment Price 0 = Existing exercise price prior to the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Existing exercise ratio prior to the adjustment A = Number of paid-up shares as of the date prior to the closing of the shareholder register book B = Number of the newly issued underlying shares

25 5. In case the Company makes a cash dividend payment at the rate higher than 80% of net profit after income taxes for any accounting period during the term of the Warrants. The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first date the ordinary share subscriber will have no right to receive the cash dividend (the first date that the SET posts XD sign) The percentage of the cash dividend paid to shareholders shall be calculated by dividing the actual cash dividend paid based on the operational performance in each accounting period by net profit after tax according to the operational performance in the same accounting period. The actual cash dividend paid shall also include all interim dividend payments made during the said accounting period. A. The exercise price will be adjusted according to the following formula : Price 1 = Price 0 x [(MP- (D-R)] [MP] B. The exercise ratio will be adjusted according to the following formula : Ratio 1 = Ratio 0 x [MP] [MP (D-R)] Where Price 1 = New exercise price after the adjustment Price 0 = Existing exercise price prior to the adjustment Ratio 1 = New exercise ratio after the adjustment Ratio 0 = Existing exercise ratio prior to the adjustment MP = Market price per share of the Company s ordinary shares D = Dividend per share to pay to shareholders R = Dividend per share paid, if calculated at a rate of 80% of net profit after income tax Divided by total number of eligible shares 6. In case there is any event other than those stated in Clauses (1 5) that may impair the obtainable rights and benefits of the Holders of the Warrants or the Certificate Representing the Warrants, without lessening the rights and benefits of the Warrant Holders. The result of such consideration shall be deemed final. The Company will so notify the SEC and the SET within 15 days from the date the event causing the adjustment occurs. 7. The calculation of adjustment of the exercise price and the exercise ratio according to Clauses (1) through (6) above are independent from one another. In case more than one event simultaneously occurs, the calculation for adjustment shall be made in the following respective order of (1) -> (5) -> (4) -> (2) -> (3) and (6). For each

26 time of the calculation of adjustment, the exercise price shall be maintained with 3 decimal digits and the exercise ratio shall be maintained with 5 decimal digits. The Company shall also notify details on adjustment of the exercise price and/or the exercise ratio to the Warrant Holders via the information distribution system of the SET within 15 days from the effective date for changing the exercise price and exercise ratio. 8. The Company will not extend the term of Warrants and will not change the exercise price and the exercise ratio, except for an adjustment to the conditions for right adjustment. 9. Company has the right to adjust the exercise price along with the issuance of the warrants replacement rate for a right, if any, the Company has to be more out of support company must submit the resolution of the general meeting of shareholders approved the issuance of shares to support the right, that is sufficient to the office, the SEC before the adjustment, it will be deemed that the company is authorized to sell its shares support. 10. In the case where there is a change of the exercise price as a result, the price of new exercise price is lower than the par value of ordinary shares of the Company, it carries out sensitive, use the new exercise price unless it is a case in which the law, the Company shall not issue share lower than the par value, ignoring the par value of the ordinary shares of the Company to exercise price. 6. Status of Warrants during the Warrant Holders notification for the exercise Status of Warrants during the date the Warrant Holders notify their intention to exercise the rights until the date before the Ministry of Commerce registers the paid-up capital increase as a result of the exercise of Warrants will have the same status and right as the Warrants not yet lodged with Exercise Notice and such status will end on the date the Ministry of Commerce registers the paid-up capital increase as the result of the above-mentioned exercise of Warrants. In the event that the Company has adjusted the exercise price and/or exercise ratio during the period the Company has not yet registered the newly issued shares arising from the exercise of Warrants with the Ministry of Commerce, the Warrant Holders who have already exercised their rights will be entitled to the retrospective adjustment where by the Company shall promptly issue additional Warrants according to the number they will be entitled to if the adjusted exercise price and ratio become effective. Such additional shares might be delivered later than the previously delivered shares, but not later than 15 days from the adjustment date. 7. Right of the new issued ordinary shares arising from the exercise of Warrants The ordinary shares issued from the exercise of Warrants will have the same right and status as the ordinary shares previously issued by the Company, including the rights to receive dividends or any other benefits the Company provided to its shareholders, effective from the date the Company's ordinary share registrar registers the Warrant Holders' names in the Company's shareholder register and the Ministry of Commerce has registered the increase in paid-up capital. If the Company announces the date of entitlements to dividend or other benefits for the shareholder before it registers the names of the Warrant Holders as shareholders in the Company's shareholder register book already registered with the Ministry of Commerce, such Warrant Holders shall not be entitled to receive the dividend or such other benefits.