G J Steel Public Company Limited

Transcription

1 [TRANSLATION] Offering of Warrants to Purchase Ordinary Shares, Series 2 ( Warrants Series 2 or GJS-W2 ) Not over 5,000,000,000 units of 7-year Warrants 1 unit of Warrant is entitled to 3 newly offered ordinary shares at Baht 0.25 per share By allocation to the existing shareholders at the ratio of existing ordinary shares to 1 unit of warrant (rounded down numbers) (subscription in excess of the rights is allowed). And the list of company s ordinary shareholders entitled to allocation of warrants issued in this series on 9 February 2010 and shareholders name list will be compiled in accordance with Article 225 of Securities and Stock Exchange Act by closing the register on 10 February Rights and Duties of the Issuer and Holders of Warrants

2 Rights and Duties of the Issuer and Warrants Holders to Purchase Ordinary Shares Issued and Offered to the Existing Shareholders of G J Steel Public Company Limited Warrants to purchase ordinary shares allocated to the existing shareholders of G J Steel Public Company Limited ( Warrants Series 2 or GJS-W2 ) are issued by G J Steel Public Company Limited according to the resolutions of the Extraordinary General Meeting of Shareholders No. 1/2009 held on 18 December The Warrant Holders shall be entitled to the rights as described in the Warrant Covenants, and the Issuer and Warrant Holders shall be obligated according to the Warrant Covenants as described herein. It shall also be deemed that the Warrant Holders fully acknowledge and understand all the terms and conditions setforth. The Issuer shall arrange to have a copy of the Warrant Covenants at its head office so the Warrant Holders can review during the Issuer's business hours. Definitions Below is a list of terms used in this Warrant Covenants with their respective meanings. Warrant Covenants means The Warrant Covenants with regards to the rights and duties of the Issuer and the Warrant Holders to purchase ordinary shares of G J Steel Public Company Limited Series 2 allocated to the existing shareholders ( Warrants Series 2 or GJS-W2 ) (including applicable amendments) Warrants means Named and transferable Warrants to purchase ordinary shares allocated to the existing shareholders of G J Steel Public Company Limited Certificate Representing means certificate issued by Thailand Securities Depository Company Limited representing the Warrants to purchase ordinary shares of G J Steel Public Company Limited Company or Issuer means G J Steel Public Company Limited Warrant Holders means Holders of Warrant Certificates to purchase ordinary shares of The Company and including Holders of Certificates Representing the Warrant to purchase the ordinary shares Business days means The days on which commercial banks in Bangkok operate as usual, except Saturdays or Sundays or any bank holidays as announced by the Bank of Thailand. Notification No. means Notification of the Capital Market Supervisory Board Tor Chor. 34/2551 No. Tor Chor. 34/2551, Re: Application for and Approval of Offer for Sale of Newly Issued Share Warrants and Newly Issued Underlying Shares SEC means Securities and Exchange Commission SET means Stock Exchange of Thailand TSD means Thailand Securities Depository Company Limited Issue Date means 13 December 2010 Exercise Dates means As specified in clause of the Warrant Covenants The Last Exercise Date means As specified in clause of the Warrant Covenants Notification Period means As specified in clause of the Warrant Covenants for the Exercise Covenants page 1

3 1. Details of the Warrants The Company will issue and offer the Warrants in the amount of 5,000,000,000 units to be allotted to the existing shareholders with the details of the Warrants as listed below: 1.1 Nature of the Warrants Issuer Address Type of Warrants Category of Warrants Number of Warrants issued and offered Underlying Shares Offering method Price per unit Term of Warrant Subscription Date Warrant issue and offering date Exercise Ratio Exercise Price Exercise Period G J Steel Public Company Limited 88 PASO Tower, 24 th Floor, Silom Road Suriyawongse, Bangrak, Bangkok Phone: (66) Facsimile: (66) Warrants to purchase ordinary shares of G J Steel Public Company Limited Series 2 allocated to the existing shareholders ( Warrants Series 2 or GJS-W2 ) Named and transferable warrant to purchase the Company s ordinary shares 5,000,000,000 units 15,000,000,000 shares (at par value of Baht 0.69 per share), equivalent to 37.78% of total paid-up 39,702,426,540 shares (at par value of Baht 0.69 per share) Allocation to the Company s existing shareholders at the ratio of existing ordinary shares to 1 unit of Warrants (fractions to be rounded down by the Company s board of directors or the persons appointed by the board of directors to round down the fractions) (subscription exceeding the right is allowed) by listing the names of Company s ordinary shareholders entitled to allocation of Warrants issued in this series on 9 February 2010 and shareholders name list will be compiled in accordance with Article 225 of Securities and Stock Exchange Act by closing the register on 10 February Baht 0.03 per unit (Three Satang) 7 years after issuance and offering date 30 November 2010, 1-3 December 2010 and 7-9 December 2010 (total 7 business days) 13 December unit of Warrants can purchase 3 new ordinary shares (subject to changes in subsequent adjustment of rights of the Warrants) Baht 0.25 per share (par value of Baht 0.69) (subject to changes in subsequent adjustment of rights of the Warrants) The warrant holders shall exercise the warrants on the last business day of June and December of each year through the maturity date. The first exercise date shall be 30 December 2010 and the last exercise date shall be 12 December 2017, the seventh anniversary of the issuance and offering date of the warrant. In case the last exercise date shall fall on the Company s holiday, such date shall be changed to the last business Covenants page 2

4 day prior to such last exercise date. The notification period for the last exercise shall not be less than 15 days prior to the last exercise date Warrant Maturity Date 12 December 2017 Warrant Registrar Thailand Securities Depository Company Limited Secondary Market for the The Company shall register the Warrants as a listed security in the SET Warrants Secondary Market for the Ordinary Shares from the Exercise of Warrants Exercise Procedures and Conditions The Company shall register the ordinary shares from the exercise of Warrants issued and offered in this series as a listed security in the SET As specified in clause 1.2 Dilution Effects 1. The entitlements and conditions of ordinary shares issued from the exercise of Warrants rights in this series shall be identical to all the Company s ordinary shares issued earlier. 2. In addition to the underlying 15,000,000,000 ordinary shares (at par value of Baht 0.69 per share) for the existing shareholders, the Company may increase its registered capital in order to support the changes in the exercise of rights in the circumstances according to the covenants of GJS-W1 and ESOP-warrant in case the average share price of newly issued ordinary shares from GJS- W2 offering is lower than the market price of the Company s ordinary share by greater than 10%. 3. The dilution effects resulted from the issue and offering of Warrants to the existing shareholders : 1. Control Dilution Control dilution = 1- [Qo / (Qo+Qw)] Where Qo = Number of the existing paid-up shares, equal to 39, million shares (at par value of Baht 0.69 per share). (based on the date of Extraordinary General Meeting of Shareholders held on 18 December 2009). Qw = Number of the increased shares from the exercise of Warrants, equal to 15, million shares Therefore, Control Dilution = 1- [Qo / (Qo+Qw)] = 1 - [39, / (39, ,000.00)] = 27.42% In case the Warrants are issued and offered to the existing shareholders and the existing shareholders fully exercise the Warrants, the existing shareholders will not be affected by the control dilution as the issue and offering are made to the existing shareholders according to the shareholding proportion. However, if the Warrants to purchase shares are fully exercised by persons other than the existing shareholders, the existing shareholders will be affected by 27.42%. 2. Earnings Dilution Covenants page 3

5 Earnings dilution = (EPSo EPSnew) / EPSo Where EPSo = Net Profit / Qo EPSnew = Net Profit / (Qo + Qw) Earnings dilution for the year 2008 and for the first 6 months of 2009 cannot be calculated due to the Company s net loss. Anyhow, to reveal the earnings dilution effect, the net profit for the second quarter of 2009 for Baht million is applied in the calculation. Therefore, EPSo = Net Profit / Qo = / 39, = EPSnew = Net Profit / (Qo + Qw) = / (39, ,000.00), = Earning Dilutions = (EPSo - EPSnew) / EPSo = ( ) / = 27.42% In case the Warrants are issued and offered to the existing shareholders and the existing shareholders fully exercise the Warrants, the existing shareholders will not be affected by the earnings dilution as the issue and offering are made to the existing shareholders according to the shareholding proportion. However, if the Warrants to purchase shares are fully exercised by persons other than the existing shareholders, the existing shareholders will be affected by 27.42%. 3. Price Dilution Price dilution = [(Po - Pn) x Qw] / [(Qo + Qw) x Po] Where Po = Weighted average price of 15 days before the Company s board of directors meeting on 6 November 2009 (15 October November 2009), which equals to Baht per share Pn = Offer Price (Baht 0.03 per unit or equivalent to Baht 0.01 per 1 ordinary share, as 1 unit of Warrant is entitled to purchase 3 ordinary shares) plus the Exercise Price of the Warrants issued and offered to the existing shareholders, which totals to Baht 0.26 per share Therefore, Price dilution = [(Po - Pn) x Qw] / [(Qo + Qw) x Po] = [( ) x 15,000] [(39, ,000.00) x ] = -0.95% As the Offer Price (Baht 0.03 per unit or equivalent to Baht 0.01 per 1 ordinary share, and 1 unit of Warrants is entitled to purchase 3 ordinary shares) plus the Exercise Price of the Warrants issued and offered to the existing shareholders for Baht 0.25 per share, which totals to Baht 0.26 per share, is higher than the weighted average price of 15 days before the Company s board of directors meeting; the existing shareholders, therefore, will not be affected by Price Dilution. Allocation of GJS-W2 1. In case of subscription for GJS-W2 at the full right or less than the right Covenants page 4

6 allocated: The shareholders notifying subscription for GJS-W2 at the full right or less than the right allocated shall be fully allocated 2. In case of subscription for GJS-W2 more than the right allocated: Where there are the remaining GJS-W2 from eligible subscription, the Company s board of directors and/or the persons appointed by the board of directors to allocate the remaining GJS-W2 from eligible subscription for the existing shareholders who subscribed more than the right allocated by the following method: 2.1) In case there are the remaining GJS-W2 more than subscription for GJS-W2 more than the right allocated, they shall be allocated to all those who subscribe more than the right and pay down according to the subscribed numbers. And the board of directors or the persons appointed by the board of directors are authorized to make decision on the remaining GJS-W2, and the Company shall also follow the SEC s announcements concerning issue and offering of warrants to purchase shares. 2.2) In case there are the remaining GJS-W2 less than subscription for GJS-W2 more than the right allocated, they shall be allocated to each of those who subscribe more than the right and pay down according to each of the existing shareholder s shareholding proportion. The number of GJS-W2 to be allotted in this case shall not exceed those each shareholder subscribes and pays for the subscription. The allocation of GJS-W2 shall be processed until no GJS-W2 left from allocation. In case there are fractions of GJS-W2, the board of directors and/or the persons appointed by the board of directors to round down the fractions or take any actions as necessary and appropriate to complete the offering of GJS-W2 successful and achieve the Company s purpose. 1.2 Exercise Procedures and Conditions Exercise Date The Warrant Holders shall exercise the Warrants on the last business day of June and December of each year, as specified in the Warrants, through the maturity date, except the Last Exercise Date. The First Exercise Date shall be on the date of 30 December 2010 and the Last Exercise Date shall be on the seventh anniversary of the issue and offering date of the Warrants, i.e. 12 December In case that the Last Exercise Date is not a business day, the Exercise Date shall be postponed to the business day prior to the last exercise day Notification Period for the Exercise of Warrants 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 9:00 to 16:00 hours within 5 business days prior to each Exercise Date (hereinafter called the Notification Period ). Except in case of the Last Exercise Date, the Warrant Holders must notify the intention to purchase ordinary shares of the Company within 15 business days prior to the Last Exercise Date (hereinafter called the Last Notification Period ) The Company will not close the register to suspend the transfer of Warrants, except for the Last Exercise Date which the Company will close the register to suspend the transfer of Warrants for 21 days prior to the Last Exercise Date. In this regard, the SET will post SP (Suspended) sign on the Warrants for 3 days prior to the first closing date of the register (in the event that the first Covenants page 5

7 closing date of the register falls on the SET s holiday, the register book closing date shall be postponed to the prior business day). The information regarding the exercise, Exercise Ratio, Exercise Price, Exercise Period and Notification Period will be informed by the Company through the SET s information distribution system (SET SMART / ELCID) at least 5 business days prior to the first date of each Notification Period. 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 on the last register closing date Warrant Registrar Thailand Securities Depository Company Limited Capital Market Technology Institution Building, Floor 2 2/7 Moo 4 (North Park Project), Khwaeng Tungsonghong, Khet Laksi, Bangkok Phone: (66) Facsimile: (66) The Warrant Registrar will be responsible for closing the Warrant Register which must consist of full name, nationality and address of the Warrant Holders and other details as required by TSD. If there are any discrepancies of the data, the information in the Warrant Register will be deemed as correct. Hence, the Warrant Holders are responsible for direct notifying the Warrant Registrar of any changes or errors in the information in the Warrant Register 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 (SET SMART / ELCID) and will inform the SEC within 15 days. In addition, the Company will also dispatch letters informing the changes to the Warrant Holders via registered mail Contact Place and Procedure for the Exercise (1) Contact Place for the Exercise: G J Steel Public Company Limited 88 PASO Tower, 24 th Floor, Silom Road Suriyawongse, Bangrak, Bangkok Phone: (66) Facsimile: (66) In case that 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. (2) The Warrant Holders or the Holders of Certificate Representing the Warrant may request and obtain the Exercise Form from the Company and must notify their intention to exercise the right to purchase ordinary shares within the Notification Period. In case the Warrants are in the scriptless system, the Warrant Holders who want to exercise the right shall notify their intention and file with their brokers the completed application for issuing the Warrants or the Certificate Representing the Warrant as prescribed by the SET. The brokers will then notify TSD to request for withdrawal of the Warrants or the Certificate Representing the Covenants page 6

8 Warrant to be used as one of the evidences for the exercise of the right to purchase shares. The Warrant Holders or the Holders of Certificate Representing the Warrant who wish to exercise their rights to purchase shares shall also follow the requirements or laws concerning the exercise of the right to purchase ordinary shares by taking actions and submitting the documents as mentioned below: (2.1) Duly and accurately completed Exercise Form with the Warrant Holders signature. The Warrant Holders may request and obtain the Exercise Form from the above contact place for exercise within the Notification Period or the Last Notification Period. (2.2) The Warrants or a Certificate Representing the Warrant specifying that the holder is entitled to the Warrants in a relevant number as specified in the Exercise Form. (2.3) Evidence supporting the exercise (a) Thai Individual : Duly certified copy of identification card (b) Foreign Individual : Duly certified copy of passport (c) Thai Juristic Person : Duly certified copy of certificate of incorporation by the Ministry of Commerce, issued not over 3 months prior to the Exercise Date and evidences of the authorized persons as in (a) or (b) duly certified (except in case TSD or the depositing firm to TSD is transferor/transferee, no such evidences are required). (d) Foreign Juristic Person : Copies of Memorandum of Association, Articles of Incorporation, and Certificate of Incorporation issued not over 6 months prior to the Exercise Date, which are certified by Notary Public and evidences of the authorized persons as in (a) or (b) duly certified. (2.4) Payment of the full amount as specified in the Exercise Form within the specified period and within the Exercise Date, by either of the following ways: (a) (b) Transfer fund to the current account named G J Steel Plc. for Share Subscription Number , at Siam Commercial Bank Public Company Limited, PASO Tower Branch, enclosed with the evidence of fund transfer. Pay by crossed cheque, draft, bank s bill of exchange, or bank s payment order collectible in Bangkok within the Exercise Date to G J Steel Plc. for Share Subscription The exercise shall be valid only if the payment is collectible. In the event that the payment cannot be collected for whatsoever reasons not caused by the Company, the Warrant Holders will be deemed as intend to cancel such exercise and the Company correspondingly agrees with such cancellation. However, such cancellation shall not deprive the Warrant Holders rights to purchase ordinary shares for the next times except for the cancellation of the last exercise Covenants page 7

9 Covenants page 8 G J Steel Public Company Limited whereby their rights to purchase the ordinary shares shall be deemed to expire. Note: The Warrant Holders who wish to exercise the rights are responsible for the payment of all expenses including taxes and/or duty stamps (if any) arising from the exercise of their Warrants (if any) according to the Provision of Revenue Code or other laws and regulations that are related or enforced in exercising the Warrants (if any). (3) The number of Warrants to be exercised must be in a whole number with the exercise ratio of 1 unit of Warrants to 3 ordinary shares except for the adjustment of rights. (4) The number of ordinary shares to be issued upon the exercise shall be calculated by dividing the Warrant Holders payment amount by the Exercise Price at the relevant Exercise Period. The Company shall issue its ordinary shares in whole number not greater than the number of Warrants multiplied by the Exercise Ratio. If there is a fraction of share derived from the calculation of adjustment to the Exercise Price and/or the Exercise Ratio, the Company will discard such fraction and return to the Warrant Holders the paid amount left from such exercise by registered mail within 14 days from each Exercise Date with no interest reimbursement. In case that the Exercise Ratio must be changed based on the adjustments of Exercise Price and Exercise Ratio as specified in the adjustment conditions and there exist fractions of ordinary shares from the exercise of the Warrants, the fractions shall be discarded. (5) The calculation of the adjustment to the Exercise Price and the Exercise Ratio shall not cause an increase in the new Exercise Price and/or decrease in Exercise Ratio, except in the case of share consolidation. The proceeds from the exercise of Warrants shall be calculated from the new Exercise Price after the adjustment (in 3 decimals) multiplied by the number of ordinary shares. (The number of ordinary shares is calculated from multiplying the new Exercise Ratio by the number of Warrants exercised, where any fraction to be rounded down. (6) If the Company receives incomplete evidence of Warrants as specified in the Exercise Form, or examines that the information filled in by the Warrant Holders is incomplete or incorrect or inadequate duty stamp affixed as required by the concerned laws or articles, the Warrant Holders must amend in order to comply with the conditions prior to the Exercise Date, otherwise the Company deems the notification is invalid and there is no exercise for that time. The Company then will return the Warrants to the Warrant Holders by registered mail within 14 days from the Exercise Date with no interest reimbursement in all cases. Any failure by the Warrant Holders to make payment for such exercise in full, the Company has the right to proceed to one of the following alternatives as appropriate: (6.1) Deem that the Exercise Form is invalid without any exercise; or (6.2) Deem that the number of ordinary shares subscribed shall equal to the amount of exercise of the Warrants actually received by the Company at the Exercise Price at that time. In case of (6.1) the Company will return to the Warrant Holders the payment received and the Warrants by registered mail within 14 days from the Exercise Date with no interest reimbursement in all cases. However, the Warrants that is not yet exercised is still valid until the Last Exercise Date; or

10 In case of (6.2) the Company will return to the Warrant Holders the remaining Warrants in the case that the Company deems that only partial exercise is made and the remaining payment balance (if any) by registered mail within 14 days from the Exercise Date with no interest reimbursement in all cases. However, part of the Warrants that is not yet exercised is still valid until the Last Exercise Date. (7) Once the Warrant Holders who wish to exercise their rights to purchase ordinary shares comply with all conditions governing the Notification of Intention to Exercise, i.e. the Warrant Holders correctly and completely deliver the Warrants, the Exercise Form, and pay for the ordinary share subscription; they cannot withdraw the exercise without written consent from the Company. (8) If after the Last Exercise Date, the Warrant Holders have not completely complied with all the conditions governing the exercise, the Warrants shall be deemed expire with no exercise, and the Warrant Holders shall no longer exercise their rights after Exercise Period. (9) In the event that the delivered Warrants exceeding the exercise number as notified by the Warrant Holders, the Company will return the surplus Warrants to the Warrant Holders within 14 days from each Exercise Date. (10) The Company will apply to the Ministry of Commerce for the registration of increase of its paid-up capital within 14 days after the Company receives full payments for the exercised number of shares for each exercise. In addition, the Company will register the names of Warrant Holders exercising their rights as ordinary shareholders by the relevant number of ordinary shares calculated on the exercise. (11) In case that the Company is unable to provide adequate ordinary shares for the exercise of Warrants, the Company will compensate to the Warrant Holders who cannot exercise their rights. However, the Company will not compensate to the Warrant Holders who cannot exercise their rights due to restrictions on shareholding proportion as specified in the Company s Articles of Incorporation. (12) The Company s board of directors or the persons appointed by the board of directors shall consider the Warrant Covenants, other conditions and other details, or causes for issuing new shares, including changes in the exercise of rights in terms of Exercise Price and Exercise Ratio based on appropriate calculations when there exists a circumstance as per the SEC s Announcement specifies. In case of need for a resolution from a shareholders meeting, the board of directors will then bring the matter to the shareholders meeting according to the rules and regulations. 2. Subscription, Selling and Allocation 2.1 Offering Method The Warrants Offering in this series is not made through an underwriter but made to the existing shareholders, whose names as appear on the shareholders register on 10 February 2010, who exercise the rights to subscribe for the Warrants at the Offer Price of Baht 0.03 (Three Satang) per unit. 2.2 Allocation Method The Company allocates the Warrants to the existing shareholders, whose names as appear on the shareholders register on 10 February 2010, who exercise the rights to subscribe for the Warrants at the Offer Price of Baht 0.03 baht (Three Satang) per unit. Covenants page 9

11 2.3 Warrant Subscription Date, Method, and Payment The Company allocates the Warrants to the existing shareholders on the Warrant Issue Date at the Offer Price of Baht 0.03 (Three Satang) per unit. 2.4 Delivery of the Warrants The Company will proceed to make TSD the Warrants Registrar and will deliver the Warrants to the existing shareholders, whose names as appear on the shareholders register on 10 February 2010, who exercise the rights to subscribe for the Warrants at the price of Baht 0.03 baht (Three Satang) per unit according to the following procedure: (1) In case the existing shareholders do not hold an account with any securities firm, the Company will issue the Warrants and assign TSD to deliver the Warrants as per the allocated number of units to the allocated shareholders via registered mail to the name and address as indicated in the shareholders register as of 10 February 2010 within 45 days from the Warrants issue date. In this case, the Warrants-allocated shareholders will not be able to sell the Warrants on the SET until they receive the Warrants. (2) In case the allocated shareholders hold an account with any securities firm, the Company will issue Warrants and assign TSD to deliver the Warrants as per the allocated number of units to the allocated shareholders by transferring the Warrants into the trading account of the shareholders as appear on the shareholders register as of 10 February 2010 via the scriptless system. In this case, the Warrants-allocated shareholders may sell the Warrants on the SET as soon as the SET permits the Warrants to be tradable. 3. Compensation in Case of Insufficient Underlying Shares The Company shall compensate the Warrant Holders according to the followings: 3.1 The Company will compensate the Warrant Holders only when the Warrant Holders notify their intention to exercise the rights in each exercise correctly and completely according to the specified conditions, and the Company is unable to provide sufficient underlying ordinary shares. Calculation for the compensation that the Company will pay the Warrant Holders is as follows: Compensation per 1 unit of Warrants = B [MP EP] Where B is Number of shares that cannot be provided and/or increased in accordance with the Exercise Ratio per 1 unit increased MP is Total trade value of the Company s common stock divided by the number of traded common stock on the SET on each Exercise Date EP is Exercise Price or the adjusted Exercise Price of the Warrants In case that the Market Price of Ordinary Shares (MP) cannot be calculated since there is no trading transaction on the Exercise Date, the Company will instead determine a fair price for calculation. 3.2 The Company shall pay the abovementioned compensation by crossed cheque sent by registered mail within 14 days from each Exercise Date with no interest. If the Company is unable to Covenants page 10

12 pay the abovementioned compensation to the Warrant Holders within the specified period, the Company will pay interest to the Warrant Holders at the rate of 7.5% p.a. calculated from the compensation after the specified 14-day period until the date the Warrant Holders receive the refund. In any cases, when refunded cheque is correctly sent by registered mail to the address as specified in the Exercise Notice, it shall be deemed that the Warrant Holders duly receive the compensation, and the Warrant Holders will have no more right to claim any interest or compensation. In case that foreign Warrant Holders exercise the rights to subscribe for ordinary shares but cannot subscribe because the shareholding proportion of the foreign shareholders at that time exceeds 49% of total number of the Company s shares sold according to the ordinary shares transfer restrictions, the Company will not compensate nor take any action to the foreign Warrant Holders and such the foreign Warrant Holders will have no right to claim for compensation nor claim the Company to make any payments. The Warrants, anyhow, is still valid until the Last Exercise Date. If on the Last Exercise Date the foreign Warrant Holders still cannot exercise their rights because the shareholding proportion of the foreign shareholders at that time exceeds the number as specified in the ordinary shares transfer restrictions, the said Warrants are deemed to expire while the foreign Warrant Holders have no right to claim the Company for any compensation, and the Company will not pay any compensation. 4. Conditions for Right Adjustment The Company shall adjust the Exercise Price and Exercise Ratio throughout the term of Warrants, to ensure that the benefits of Warrant Holders are not less favorable, upon an incurrence of the following events: 1) When there is a change in the par value of the Company s ordinary shares as a result from the share consolidation or division. The change of the Exercise Price and the Exercise Ratio shall be effective immediately from the date the par value of the Company s shares is changed. a. The Exercise Price will be adjusted according to the following formula: Price 0 x [Par 1] Price 1 = [Par 0] b. The Exercise Ratio will be adjusted according to the following formula: Ratio 0 x [Par 0] Ratio 1 = [Par 1] Where Price 1 is New Exercise Price after the adjustment Price 0 is Exercise Price prior to the adjustment Ratio 1 is New Exercise Ratio after the adjustment Ratio 0 is Exercise Ratio prior to the adjustment Par 1 is Par value of ordinary share after the adjustment Par 0 is Par value of ordinary share prior to the adjustment 2) When the Company offers to sell its ordinary shares by right issues (offering to the existing shareholders) and/or public offering and/or private placement at the calculated net price of newly issued ordinary shares below 90% of the market price of the Company s ordinary shares. The adjustment of the Exercise Price and the Exercise Ratio shall be effective immediately from the first day that the ordinary share subscribers will not obtain rights to subscribe for the newly Covenants page 11

13 issued ordinary shares (the first day that the SET posts XR sign) in case of right issues, and/or the first day of offering in case of public offering and/or private placement, as the case may be. Net price of newly issued ordinary shares is calculated from the total sum the Company receives from the common stock offerings deducting expenses then divided by the total number of newly issued ordinary shares. Market price of the Company s ordinary shares means the total trade value of the Company s common stock divided by the number of traded common stock on the SET during 7 consecutive business days (the SET s operating days) prior to the Calculation Date. Calculation Date means the first date that the ordinary share subscribers will not obtain rights to subscribe for the newly issued ordinary shares (the first day that the SET posts XR sign) in case of right issues, and/or the first date of offering in case of public offering and/or private placement, as the case may be. In case that the market price of the Company s ordinary shares cannot be calculated since there is no trading transaction at the said time, the Company will instead determine a fair price for calculation. In case there are more than 1 offer price for ordinary shares at a time under the condition that the subscriptions are to be done simultaneously, the net price of newly issued shares will be calculated from all the offer prices. But in case the offerings are out of the condition that the subscriptions are to be done simultaneously, the offer prices below 90% of the market price of the Company s ordinary shares will be applied in the calculation for the adjustment. a. The Exercise Price will be adjusted based on the following formula: Price 0 x [(A x MP) + BY] Price 1 = [MP(A + B)] b. The Exercise Ratio will be adjusted based on the following formula: Ratio 0 x [MP(A + B)] Ratio 1 = [(A x MP) + BY] Where Price 1 is New Exercise Price after the adjustment Price 0 is Exercise Price prior to the adjustment Ratio 1 is New Exercise Ratio after the adjustment Ratio 0 is Exercise Ratio prior to the adjustment MP is Market price of the Company s share A is Number of total paid-up shares as of the date prior to the closing of the shareholders register for newly issued share subscription rights in case of right issues and/or the date prior to the first offering date in case of public offering and/or private placement, whichever case may be B is Number of newly issued shares offered by right issues and/or public offering and/or private placement BY is The sum that the Company receives after deducting expenses incurred from the offerings of shares (if any) either by right issues and/or public offering and/or private placement 3) When the Company offers its newly issued securities by right issues and/or public offering and/or private placement, where the securities give the holders the rights to convert or to change Covenants page 12

14 into ordinary shares, the rights to or purchase ordinary shares, or to subscribe for ordinary shares (e.g. convertible bonds, or warrants to purchase ordinary shares) at the net price of underlying newly issued ordinary shares of below 90% of the market price of the Company s ordinary shares. The adjustments 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 XR sign or XW sign) in case of right issues, and/or the first day of newly issued securities offering in case of public offering and/or private placement, as the case may be. Net price of the underlying newly issued ordinary shares is calculated from the sum that the Company will receive from the sales of securities that are convertible or changeable into ordinary shares or that give the rights to purchase ordinary shares, less any expenses incurred, plus the sum received from the conversion or change into ordinary shares or the exercise of rights to purchase ordinary shares, then divided by total underlying newly issued shares. Market price of the Company s ordinary shares is applied and defined as per clause 2) above. Calculation Date means the first date that the ordinary share subscribers will not obtain rights to subscribe for the newly issued securities that are convertible or changeable into ordinary shares or that give the rights to purchase ordinary shares in case of right issues, and/or the first date of the said securities offering in case of public offering and/or private placement, as the case may be. a. The Exercise Price will be adjusted based on the following formula: Price 0 x [(A x MP) + BY] Price 1 = [MP(A + B)] b. The Exercise Ratio will be adjusted based on the following formula: Ratio 0 x [MP(A + B)] Ratio 1 = [(A x MP) + BY] Where Price 1 is New Exercise Price after the adjustment Price 0 is Exercise Price prior to the adjustment Ratio 1 is New Exercise Ratio after the adjustment Ratio 0 is Exercise Ratio prior to the adjustment MP is Market price of the Company s ordinary share A is Number of total paid-up shares as of the date prior to the closing of the shareholders register for subscription rights for newly issued securities that are convertible or changeable into ordinary shares or that give the rights to purchase ordinary shares in case of right issues and/or the date prior to the first offering date for the said securities in case of public offering and/or private placement, whichever case may be B is Number of the underlying newly issued shares for the securities that are convertible or changeable into ordinary shares or that give the rights to purchase ordinary shares offered by right issues and/or public offering and/or private placement BY is The sum that the Company receives after deducting expenses incurred (if any) from the offerings of securities that are convertible or changeable into ordinary shares or that give the Covenants page 13

15 rights to purchase ordinary shares by right issues and/or public offering and/or private placement plus the sum received from the exercise of rights to convert or change into ordinary shares or the to purchase ordinary shares 4) When the Company makes a partial or whole stock dividend payment to the Company s shareholders, where the adjustments of the Exercise Price and the Exercise Ratio shall be effective immediately from the first day that the ordinary share subscribers have no rights to receive the stock dividend (i.e. the first date that XD sign is posted), a. The Exercise Price will be adjusted based on the following formula: Price 1 = Price 0 x A [A + B] b. The Exercise Ratio will be adjusted according to the following formula: Ratio 0 x [A + B] Ratio 1 = A Where Price 1 is New Exercise Price after the adjustment Price 0 is Exercise Price prior to the adjustment Ratio 1 is New Exercise Ratio after the adjustment Ratio 0 is Exercise Ratio prior to the adjustment A is Number of total paid-up shares on the date prior to the closing of the shareholders register for stock dividend B is Number of newly issued shares as stock dividend 5) When the Company makes a cash dividend payment at the rate higher than 70% of net profit after income tax and legal reserve as per the Company s separate financial statement for any accounting period during the term of Warrants, starting from the accounting period of the year The adjustments of the Exercise Price and the Exercise Ratio shall be effective immediately from the date that the ordinary share subscribers will have no rights to receive the cash dividend (i.e. 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 as per the Company s-separate financial statement in the same accounting year period. The actual cash dividend paid shall also include all interim dividend payments made during the said accounting period. Calculation date means the first date that the ordinary share subscribers will have no rights to receive cash dividend (i.e. the first date that the SET posts XD sign). a. The Exercise Price will be adjusted based on the following formula: Price 0 x [MP - (D R)] Price 1 = [MP] b. The Exercise Ratio will be adjusted based on the following formula: Ratio 0 x [MP] Ratio 1 = [MP - (D R) Covenants page 14

16 Where Price 1 is New Exercise Price after the adjustment Price 0 is Exercise Price prior to the adjustment Ratio 1 is New Exercise Ratio after the adjustment Ratio 0 is Exercise Ratio prior to the adjustment MP is Market price of the Company s ordinary share D is Dividend per share paid to the shareholders R is Dividend per share paid, if calculated by 70% of net profit after income tax and legal reserve as per the Company s separate financial statement divided by total number of eligible shares Market price of the Company s ordinary shares is applied and defined as per clause 2) above. 6) In case there are any events not mentioned in clauses 1) - 5) that may impair the Warrant Holders possible rights and benefits, the Company shall fairly consider and determine the adjustment of the Exercise Price and/or the Exercise Ratio (or adjust the unit of Warrants instead of the Exercise Ratio) not to lessen the Warrant Holders rights and benefits. The results from such consideration shall be deemed ultimatum. The Company will notify the SET without delay, and will notify the SEC within 15 days from the day the event causing the adjustment occurs, or the consideration results finalize; and also announce the revised Warrant Covenants at the Company s head office. 7) The calculations for adjustments of the Exercise Price and the Exercise Ratio according to clauses 1) - 6) above are independent from one another. In case that more than one circumstance simultaneously occurs, the calculations for adjustments shall be made in a respective order of 1) 5) 4) 2) 3) 6) with a 3-decimal digit number for the Exercise Price and the Exercise Ratio maintained. The Company will notify the results from adjustments of the Exercise Price and the Exercise Ratio according to clauses 1) - 6) above with the details of the calculation and reason of the adjustments to the Warrant Holders through the SET s information distribution system (SET SMART / ELCID) without delay, and to the SEC and the SET within 15 days from the effective date of such the adjustments. 8) The Company will not alter the Exercise Price and the Exercise Ratio, except there are adjustments according to the Adjustment Conditions. Moreover, the Company will not extend the term of Warrants. 9) The Company adjust the Exercise Price and simultaneously issue new warrant to compensate the Exercise Price adjustment. If the Company will have to issue additional underlying shares, it shall duly submit to SEC the shareholders meeting resolution approving the issue of underlying shares sufficient before the adjustment is done as permission for the Company to offer the underlying shares. 5. Status of Warrants during the Warrant Holders Notification for the Exercise The 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 the result of the exercise of Warrants, such the Warrants will have the same rights as the Warrants not lodged with Exercise Notice, and such status will end on the date the Ministry of Commerce registers the capital increase according to the abovementioned exercise of Warrants. Covenants page 15

17 In the event where the Company has adjusted the Exercise Price and/or Exercise Ratio during which the Company has not yet got the newly issued shares registered with the Ministry of Commerce, the Warrant Holders who have already exercised their rights will be entitled to the retrospective adjustment where the Company shall promptly issue additional Warrants according to the number they will be entitled to if the adjusted price becomes effective. Such additional shares might be delivered a little later than previously delivered shares but not later than 15 days from the adjustment date. 6. Rights of the Newly Issued Shares from the Exercise of Warrants The rights of ordinary shares issued from the exercise to Warrants will be the same rights and of the same status as the ordinary shares the Company previously issued, including the rights to receive dividend or other benefits the Company provides to the shareholders; effective from the date the Company s ordinary share registrar registers the Warrant Holders' names in the Company s shareholders register and the Ministry of Commerce has registered the increase in paid-up capital. If the Company announced the entitlement date of dividend or other benefits for the shareholders before getting the names of the Warrant Holders that are offered in this series registered as shareholders in the Company s shareholders register by Ministry of Commerce, such Warrant Holders shall not be entitled to receive the dividend or such other benefits. In case of right adjustment and the Company has to issue additional underlying ordinary shares, it will submit to the SEC the shareholder meeting s resolution approving the issue of additional underlying ordinary shares without delay. 7. Details of Newly Issued Underlying Ordinary Shares for the Exercise of Warrants Nature of Shares Number of newly issued underlying ordinary shares for right issues : 15,000,000,000 shares equivalent to 100% of Warrants issued and offered to the Company s existing shareholders in this series Par value : Baht 0.69 per share (as of 5 November 2010) Exercise Price : Baht 0.25 per share, except where exercise price adjustments exist according to the Adjustment Conditions As the Company s common stock is a listed security on the SET, the newly issued common stock by the exercise of Warrants rights will be tradable on the SET after the Company brings the new common stock to register with the SET. The Company will follow a procedure requesting permission to bring the newly issued common stock by the exercise of Warrants conversion rights register to be a listed security with the SET without delay, but no later than 30 days from each Exercise Date, so that the said common stocks become tradable on the SET like the Company s existing common stock. And in case the Company has some underlying ordinary shares remaining from the Last Exercise Date, it will bring into the board of directors meeting for further consideration. 8. Delivery of Newly Issued Ordinary Shares For exercising the Warrants rights to purchase the Company s ordinary shares, the Warrant Holders or the Holders of Certificate Representing the Warrant to purchase ordinary shares may choose that the Company take action according to either of the following: 1) In case the allocated Warrant Holders wish to obtain ordinary share in the certificate form with the name of the Warrant Holders, TSD will deliver the share certificate in number according to the exercised rights to the Warrant Holders by registered mail with receipt acknowledgement, addressed to the name and address as appear on the Warrant register, within 15 business days from the end of each Covenants page 16

18 exercise period. In this case, the Warrant Holders (to purchase ordinary shares) will not be able to sell the ordinary shares from the exercise of rights on the SET unless they receive the share certificate, which may be received after the ordinary shares from the exercise of rights are permitted to be traded on the SET. 2) In case the Warrant Holders do not wish to receive the share certificate but wish to obtain service from TSD, the Warrant Holders wish to deposit the ordinary shares from the exercise of rights in an account of securities firm whom the Warrant Holders hold a trading account. In this case, TSD will deposit the ordinary shares from the exercise of rights into Thailand Securities Depository Company Limited for The Depositors, and TSD will record the number of ordinary shares that the securities firm deposits while the securities firm will record the number of ordinary shares that the Warrant Holders allocated for ordinary shares deposit and issue an evidence of deposit to the allocated subscribers within 7 business days from the end of each exercise period. In this case, the Warrant Holders allocated for ordinary shares will be able to sell ordinary shares from the exercise of rights on the SET once the SET permits the ordinary shares from the exercise of rights to be tradable on the SET. In case the Warrant Holders exercising rights to purchase ordinary shares choose that the Company take actions according to clause above, the names of Warrant Holders allocated for shares must be identical to the owner names of trading account that the Warrant Holders wish to deposit their ordinary shares into the said account, otherwise the Company reserves the rights to instead issue the share certificate to the Warrant Holders allocated for shares as per clause 1) above. 3) In case the Warrant Holders allocated for shares do not wish to obtain the share certificate but wish to obtain service from TSD that the Warrant Holders wish to deposit their ordinary shares into security issuer s account, member number 600. In this case, the Company will deposit the ordinary shares from the exercise of rights with TSD, and TSD will record the number of ordinary shares that the Warrant Holders are allocated for ordinary shares into the security issuer s account, member number 600 and issue an evidence of deposit to the Warrant Holders allocated for shares within 7 business days from the end of each exercise period. When the share-allocated holders want to sell shares, they shall withdraw the shares from the said account 600 by contacting through common securities firms, whereby service fees may be incurred as required by TSD and/or the securities firms. In this case, therefore, the Warrant Holders allocated for ordinary shares will be able to sell the allocated ordinary shares on the SET once the SET permits the ordinary shares to be tradable on the SET, and the share-allocated holders have already withdrawn the shares from the account Warrant Transfer Restrictions 9.1 Warrant Transfer The Company has no restrictions on transfer of the Warrants offered to the Company s existing shareholders, except when a transfer takes place during the Warrant register closing period to suspend the Warrant transfer for 21 days prior to the Last Exercise Date. In this regard, the SET will post SP (suspended) sign for 3 days prior to the register closing date (in the event that the register closing date falls on a SET s holiday, it shall be postponed to one business day before. The Company will bring the Warrants issued and offered to the Company s existing shareholders in this series to be registered as a listed security on the SET as soon as possible and expect to be completed within 45 days from the date the Warrants are duly issued. 9.2 Foreign Individual 9.2.1) The Company shall not issue ordinary shares for the foreign individuals who exercise their rights according to the Exercise Procedure where the shareholding proportion of foreign individuals exceeds 49% as per Articles of Incorporation or as per the proportion in Article of Incorporation that might be revised in the future ) In case the number of Warrants or Certificates Representing the Warrants that are exercised on the Exercise Date exceeds the number of ordinary shares permitted for purchase without violating Warrant Transfer Restrictions regarding the security holding proportion of foreign Warrant Covenants page 17