Articles of Association of DCON Products Public Company Limited Chapter 1. General

Transcription

1 Articles of Association of DCON Products Public Company Limited Chapter 1 General Article 1. These Articles of Association shall be called the Articles of Association of DCON Products Public Company Limited. Article 2. Limited. The term Company used herein shall mean DCON Products Public Company Article 3. If not provided herein, provisions in the Civil and Commercial Code in respect of public limited companies and law governing securities and stock exchange shall apply. Chapter 2 Share Issuance Article 4. All shares of the Company shall be ordinary shares entered in a name certificate. The Company may issue preference shares, debentures and any other security in accordance with law governing securities and stock exchange. The Company s shares shall be fully paid up with money or with anything other than money in accordance with resolution of shareholder general meeting. In making payment for shares, shareholders or subscribers for shares may not setoff against debt of the Company. Such case shall not apply where the Company restructures its debts by issuing new shares to pay off its creditors according to a debt-for-equity conversion program approved by shareholder meeting by a vote of not less than three-fourths of the total number of votes of shareholders participating in the meeting with the right to vote. Issuance of shares to pay off creditors and the debt-for-equity conversion program shall be in accordance with rules and procedures prescribed in the ministerial regulations. Article 5. The Company s shares are indivisible. If two persons or more jointly hold or subscribe shares, one among them must be appointed to exercise the right as shareholder or subscriber, as the case may be.

2 All Company s share certificates must contain the signature, signed or printed, of at least one director. However, the director may appoint the share registrar pursuant to law governing securities and stock exchange to sign or print signature on its behalf. If the Company appoints the share registrar pursuant to law governing securities and stock exchange as share registrar of the Company, the procedures in connection with the Company s share registration shall be as stipulated by the share registrar. Article 6. The Company shall issue share certificates to the shareholders within two (2) months of the date of acceptance of the registration of the Company by the Registrar, or of the date of full payment for shares where the Company sells shares newly issued after the registration of the Company. Article 7. If any share certificate becomes defaced or materially damaged, the shareholder may request the Company to issue a new share certificate in substitution for the original one. In such case, the Company shall issue a new share certificate to the shareholder within fourteen (14) days of receipt of the request. In case of loss or destruction of a share certificate, the shareholder must produce evidences of reporting thereof to the inquiry official or other appropriate evidences to the Company. If the Company considers and finds the evidences proper, the Company shall issue a new share certificate to the shareholder within fourteen (14) days of receipt of the request. Article 8. The Company may repurchase its shares when: (1) The Company may repurchase its shares from a shareholder who votes against the resolution of the meeting of shareholders to amend the Articles of Association of the Company relating to the right to vote and the right to dividend payment which is unfair in view of such shareholder. (2) The Company may repurchase its shares for the purpose of financial administration, when it has accumulated profits and surplus liquidity and such repurchase shall not cause a financial problem for the Company. Repurchasing of shares in the amount not exceeding 10 per cent of paid-up registered capital shall be subject to approval by resolution of the Board of Directors, while repurchasing of shares in the amount exceeding 10 per cent of paid-up registered capital shall be subject to approval by resolution of the meeting of shareholders. Shares held by the Company shall not be counted to constitute a quorum of a meeting of shareholders and such shares shall have no right to vote and to dividend payment.

3 The Company shall dispose of the shares repurchased under paragraph one within the period prescribed in the ministerial regulations. If it does not dispose of or is unable to dispose of all the shares within such period, the Company shall reduce its paid-up capital by canceling the remaining registered shares not disposed of. The repurchase of shares under paragraph one, disposal of shares and cancellation of shares under paragraph four shall be in accordance with rules and procedures prescribed in the ministerial regulations. Article 9. The Company may collect fee for issuance of new share certificates at such rate as determined by law. Chapter 3 Share Transfer Article 10. The Company s shares may be transferred without restrictions, except if such transfer shall cause alien shareholders to hold over thirty per cent (30%) of the total subscribed shares of the Company. Article 11. A share transfer shall be valid upon the transferor s endorsement of the share certificate by stating the name of the transferee and having it signed by both the transferor and the transferee and upon delivery of the share certificate to the transferee. The transfer of shares will be effective against the Company upon the Company s having received a request to register the transfer of the shares, but it may be effective against a third party only after the Company has registered the transfer of the shares in the shareholder register. If the Company considers such transfer to be legal and in accordance with the Articles of Association, the Company shall register the share transfer within fourteen (14) days of the date of receipt of the request. If the Company believes that such transfer is incorrect or invalid, it shall inform the person making the request within seven (7) days. In case the Company s shares are securities listed in the Stock Exchanges of Thailand, transfer of the shares shall be in accordance with law governing securities and stock exchange. Article 12. If a transferee of shares wishes to acquire a new share certificate, the transferee shall submit to the Company a written request bearing the signatures of the transferee of shares and of at least one witness in certification thereof and simultaneously return the old share certificate or other relevant evidence to the Company. In this regard, if the Company believes that such transfer is legal, the Company shall register the share transfer within seven (7) days of the date of receipt of the request and shall issue a new share certificate within one (1) month of the date of receipt of the request.

4 Article 13. In case of death or bankruptcy of a shareholder resulting in other persons being entitled to the shares, if such persons have produced lawful and complete evidences of entitlement, the Company shall register them in the shareholder register and issue new share certificates to them within one (1) month of receipt of such evidences. Article 14. The Company may cease to accept registration of share transfers during the period of twenty-one (21) days prior to each shareholder meeting by notifying the shareholders in advance at the Head Office and at every branch office of the Company not less than fourteen (14) days prior to the share transfer registration cessation date. Chapter 4 Board of Directors Article 15. The Company shall have a board of directors comprising at least five (5) directors, not less than half of whom shall reside within the Kingdom. The Company s directors must have qualifications required by laws. Article 16. General meeting of shareholders shall determine directors remunerations. Directors shall be elected by shareholder meeting in accordance with the following rules and procedures: (1) Each shareholder shall have one vote per one share. (2) Each shareholder must exercise all the votes he or she has under (1) to elect one or several persons as director or directors. If several persons are to be elected as directors, the shareholder may allot his or her votes to any person in any number. (3) Candidates shall be ranked descending from the highest number of votes received to the lowest and shall be appointed as directors in that order until all of the director positions are filled. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of directors to be exceeded, the chairman shall have a casting vote. Article 17. At every annual general meeting, one-third (1/3) of the directors shall retire. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3) shall retire.

5 Directors retiring from office in the first and second years after the registration of the Company shall be selected by drawing lots. In subsequent years, the director who has held office longest shall retire. A director who vacates office may be re-elected. Article 18. upon: Apart from vacation upon the expiry of his or her term, a director shall vacate office (1) Death; (2) Resignation; (3) Being disqualified or being under any of the prohibitions under Section 68 of the Public Limited Company Act B.E. 2535; (4) Removal by a resolution of meeting of shareholders; (5) Removal by a court order. Article 19. Any director wishing to resign from office shall submit his or her resignation letter to the Company, and the resignation shall be effective from the date on which the Company receives the resignation letter. A director who resigns under the first paragraph may also notify the Registrar of the resignation for the Registrar s information. Article 20. In case of a vacancy in the Board of Directors for reasons other than the expiration of the director s term of office, the board of directors shall elect a person, who has the qualifications and is not being under any of the prohibitions under Section 68 of the Public Limited Company Act B.E. 2535, as the substitute director at the next meeting of the Board of Directors, unless the remaining term of office of the said director is less than two months. The substitute director shall hold office only for the remaining term of office of the director who he or she replaces. The resolution of the board of directors under the first paragraph shall be by a vote of not less than three-fourths (3/4) of the number of directors remaining. Article 21. The shareholder meeting may pass a resolution removing any director from office prior to vacancy as a result of the expiration of the director s term of office, by a vote of not less than three-fourths of the number of shareholders attending the meeting and having the right to vote and who have shares totaling not less than half of the number of shares held by the shareholders attending the meeting and having the right to vote.

6 Article 22. A director may or may not be a shareholder of the Company. Article 23. The Board of Directors shall elect one of the directors to be the chairman of the Board. In case the Board of Directors deems it appropriate, the Board may elect one or several directors to be vice-chairman or vice-chairmen. The vice-chairman shall have duties as stipulated in the Articles of Association in the businesses entrusted by the chairman of the Board. Article 24. At a meeting of the Board of Directors, at least one half of the total number of directors present shall form a quorum. In case the Chairman of the Board is not present at the meeting or cannot perform his or her duty, the Vice-chairman present at the meeting shall be the chairman of the meeting. If the Vice-chairman is not present at the meeting or cannot perform his or her duty, the directors present at the meeting shall elect one of the directors to be the chairman of the meeting. Decisions at the meeting shall be made by majority vote. Each director is entitled to one vote, but a director who has interests in any matter shall not be entitled to vote on such matter. In the event of a tie vote, the chairman of the meeting shall have one extra vote as a casting vote. Article 25. In calling a meeting of the Board of Directors, the Chairman of the Board or the person assigned by the Chairman of the Board shall serve the directors a written notice calling for such meeting not less than seven (7) days prior to the date of the meeting. Where it is necessary or urgent to preserve the rights or benefits of the Company, the meeting may be called by other methods and an earlier meeting date may be chosen. Article 26. The Board of Directors shall normally hold a meeting at least once every three months in the locality in which the Head Office of the Company is located or in a province or elsewhere as the Board deems appropriate. The Chairman shall call a meeting, or two or more directors may request the Chairman of the Board to call a Board meeting. In such case, the Chairman of the Board or a director designated by the Chairman shall determine the date of the meeting within fourteen (14) days of receipt of such request. Article 27. The Board of Directors may appoint any other person to run the Company s business under the Board s supervision, or may authorize said person to have such power and for such time as the Board may deem appropriate, and the Board may cancel, revoke, change or amend such authorization. The person so authorized or appointed shall perform the work in accordance with regulations, orders or policies given by the Board.

7 Article 28. vacancy. Directors who are still holding office shall perform their duties without regard to any In case there are vacancies in the Board of Directors resulting in the number of directors being less than the number required for a quorum, the remaining directors may perform any act in the name of the Board of Directors only in matters relating to the calling of a meeting of shareholders to elect directors to replace all the vacancies. Article 29. Directors must perform their duties in compliance with laws, objectives and Articles of Associations of the Company as well as resolutions of the meeting of shareholders. Article 30. Directors shall not operate any business which has the same nature as and is in competition with the business of the Company or become a partner in an ordinary partnership or become a partner with unlimited liability in a limited partnership or become a director of another juristic person operating business which has the same nature as and is in competition with the business of the Company, unless he or she notifies the meeting of shareholders prior to the resolution for his or her appointment. Article 31. A director shall notify the Company without delay if he or she has a direct or indirect interest in any contract made with the Company or holds increasing or decreasing shares or debentures in the Company and affiliates. Article 32. The power of authorized signatories is by affixing signature of the Managing Director and the corporate seal, or signatures of two directors and the corporate seal. The Board of Directors has the power to determine and amend the list of authorized signatories. Article 33. In case the Company or subsidiaries agree to enter into a related transaction or a transaction relating to acquisition or disposal of assets of the Company or subsidiaries as per the meaning defined by notification of the Stock Exchange of Thailand applicable to related transactions of listed companies, or acquisition or disposal of assets of a listed company, as the case may be, the Company shall also comply with rules and procedures prescribed by such notification on such matter.

8 Chapter 5 Shareholder Meetings Article 34. The Board of Directors shall call a shareholder meeting which is an annual ordinary general meeting of shareholders within four (4) months of the last day of the fiscal year of the Company. Shareholder meetings other than the one referred to above shall be called extraordinary general meetings. Article 35. The Board of Directors may call an extraordinary general meeting of shareholders any time the Board considers it appropriate. Shareholders holding shares amounting to not less than one-fifth (1/5) of the total number of shares sold or shareholders numbering not less than twenty-five (25) persons holding shares amounting to not less than one-tenth (1/10) of the total number of shares sold may submit their names in a request directing the Board of Directors to call an extraordinary general meeting at any time, but the reasons for calling such meeting shall be clearly stated in such request. The Board of Directors shall proceed to call a shareholder meeting to be held within one (1) month of the date of receipt of such request from the said shareholders. The place of the Company s general meeting shall be in the locality in which the Head Office of the Company is located or in a nearby province or elsewhere as shall be determined by the Board of Directors in the notice calling the meeting. Article 36. In calling a shareholder meeting, the Board of Directors shall prepare a written notice calling the meeting, indicating the place, date, time, agendas and matters to be proposed to the meeting together with reasonable details, clearly indicating whether they are matters proposed for information, for approval or for consideration, as the case may be, including opinions of the Board of Directors in said matters, and deliver to shareholders and the Registrar for their information not less than seven (7) days prior to the meeting date. The notice calling the meeting shall also be published in a newspaper not less than three (3) days consecutively at least three (3) days prior to the meeting date. Article 37. In a shareholder meeting, there shall be shareholders and proxies (if any) attending at a shareholder meeting amounting to not less than twenty-five (25) persons, or not less than one half (1/2) of the total number of shareholders, whichever is the lesser, and in either case such shareholders shall hold shares amounting to not less than one-third (1/3) of the total number of shares sold, in order to constitute a quorum.

9 In case it appears that at any shareholder meeting, if one (1) hour has passed since the time specified for the meeting and the number shareholders attending the meeting is still inadequate for a quorum as required, and if such shareholder meeting was called as a result of a request by the shareholders, such meeting shall be canceled. If such meeting was not called as a result of a request by the shareholders, the meeting shall be called once again and the notice calling such meeting shall be delivered to shareholders not less than seven (7) days prior to the date of the meeting. In the subsequent meeting a quorum is not required. Article 38. (1) In a shareholder meeting, shareholders may authorize other persons as proxies to attend and vote on their behalf at the meeting. The instrument appointing the proxy shall be in such form as stipulated by the Registrar and shall at least contain the following particulars: and to vote. 1. The number of shares held by the principal; 2. The name of the proxy; 3. The serial number of the meeting which the proxy is authorized to attend (2) The proxy named in the letter of authorization shall submit the instrument appointing the proxy to the Chairman or a person designated by the Board. (3) In case the proxy is a shareholder, or is not a shareholder of the Company but is authorized by more than one (1) shareholder, the proxy has the right to vote equals to the votes of the authorizing shareholder in addition to his/her own votes in case he/she is a shareholder. Article 39. The Chairman of the Board shall preside over the shareholder meeting, but if the Chairman is not present, or is present but cannot perform his/her duties, if there is a Vice Chairman, the Vice Chairman shall preside over the meeting. But if the there is no Vice Chairman, or there is one but he/she cannot perform his/her duties, the meeting shall elect one (1) shareholder to preside over the meeting. Article 40. A resolution of a shareholder meeting shall compose of the following votes. (1) In ordinary case, the majority vote of the shareholders who attend the meeting and cast their votes with one share per one vote. In case of a tie vote, the chairman of the meeting shall have an extra vote as a casting vote. (2) In the following cases, a vote of not less than three quarters (3/4) of the total number of votes of shareholders who attend the meeting and have the right to vote with one share per one vote: a. the sale or transfer of the whole or substantial parts of the business of the Company to other party;

10 b. the purchase or acceptance of transfer of the business of other companies or private companies by the Company; c. the making, amending or terminating of contracts with respect to the granting of a lease of the whole or essential parts of the business of the Company, the assignment of the management of the business of the Company to any other persons, or the amalgamation of the business with other persons with the purpose of profit and loss sharing; d. the amending of the Memorandum of Association and the Articles of Association of the Company; e. the increase or the reduction of the Company s capital or the issuance of debenture stocks; f. the merger or dissolution of the Company. Article 41. The businesses that should be undertaken by an annual ordinary general meeting are: (1) to take note of the report of the board of directors presented to the meeting, showing the business of the Company undertaken during the previous year; (2) to consider and approve the balance sheet and the profit and loss statements; (3) to consider appropriation of profit and to approve dividend distribution; (4) to elect new directors to replace those vacating office at the end of their terms; (5) to appoint an auditor and determine remuneration thereof; (6) other businesses. Chapter 6 Accounting, Finance and Auditing Article 42. each year. The fiscal year of the Company shall start on 1 January and end on 31 December of Article 43. The Company shall prepare and maintain accounts including the auditing of accounts as required by the relevant law, and shall prepare a balance sheet and a statement of profit and loss at least once during each 12-month period which is a fiscal year of the Company.

11 Article 44. The Board of Directors shall prepare the balance sheet and the statement of profit and loss as of the last day of the fiscal year of the Company for submission to the shareholder meeting at its annual ordinary general meeting for consideration and approval. The Board of Directors shall have such balance sheet and statement of profit and loss examined by an auditor prior to submission to the shareholder meeting. Article 45. The Board of Directors shall deliver the following documents to the shareholders along with written notice calling an annual ordinary general meeting: (1) copies of the balance sheet and the statement of profit and loss which have been audited by the auditor, together with the audit report of the auditor; (2) the annual report of the Board of Directors. Article 46. Dividends shall not be paid other than out of profits. If the Company still has an accumulated loss, no dividends shall be distributed. Dividends shall be distributed according to the number of shares, with each share receiving an equal amount. The Board of Directors may pay interim dividends to the shareholders from time to time if the board believes that the profits of the Company justify such payment, and shall report to the shareholders at the next shareholder meeting. Payment of dividends shall be made within one (1) month of the date of the shareholder meeting or of the resolution passed by the meeting of the board of directors, as the case may be. The shareholders shall be notified in writing of such payment of dividends, and the notice shall also be published in a newspaper. Article 47. The Company shall allocate not less than five (5) per cent of its annual net profit less the accumulated losses brought forward (if any) to a reserve fund until this fund attains an amount not less than ten (10) per cent of the registered capital. Article 48. The auditor shall not be a director, staff member, employee or person holding any position or having any duty in the Company.

12 Article 49. The auditor shall have the power to examine during the office hours of the Company the accounts, documents and any other evidence relating to the revenues and expenditures including the assets and liabilities of the Company. In this regard, the auditor shall also have the power to question the directors, staff members and employees of the Company, including directing them to clarify any fact or submit documentary evidences relating to the Company s business operation. Article 50. The auditor has the duty to attend every shareholder meeting at which the balance sheet, the statement of profit and loss and the problems relating to the accounts of the Company are to be considered in order to explain to the shareholders the auditing of accounts. The Company shall deliver to the auditor the reports and documents of the Company that are to be received by the shareholders at that shareholder meeting. Chapter 7 Additional Provision Article 51. The Company s seal shall be as affixed below.