( Translation )
ARTICLES OF ASSOCIATION
OF
TPCS PUBLIC CO., LTD.
Chapter 1
General Provision
1. These Articles shall be called the Articles
of Association of TPCS PUBLIC CO., LTD.
2. The term “Company” in these Articles of
Association shall mean TPCS PUBLIC CO., LTD.
3. The term “Law” in these Articles of
Association shall mean the law regarding the subject of Public Company Limited.
4. Unless otherwise stipulated in these
Articles of Association, the provisions of the public company limited shall
apply.
Chapter 2
Shares Issuance and
Alienation
5. All the shares of the company are ordinary
shares and equivalence. The company will issue shares of preferential,
debenture or debenture which will be transforming to ordinary shares and any
other securities according to the law regarding the subject of securities and
stock exchanges.
6. All shares of the company must hold by a
person who is not Thai nationality at any time not exceed Thirty (30)
percentages of the issued shares.
7. If person from 2 persons are subscribing or
shareholding, single shares or many shared together, those persons shell be
jointly responsible to pay for shares and total amount higher than the par
value, and must appoint the only one person among of them to exercise the
rights as the subscriber or shareholder in any case. In addition, by preparing
as a letter evidence and deliver to the company or shared registrar. In the
case of the appointment does not appear as mentioned shall presume that the
person who has his name in the subscribed or shares certificate in the first
sequence must be the solely Exercised of the rights as the subscriber or shareholder
until the appointment evidence has been delivered to the company.
8. The company will issue shares for the
shareholder within two (2) months since the date that the registrar has
registered the company shares or since the receiving date of the shares fully
paid up. In the case of selling of the shares remaining or new shares issuing
after the company registration, the company will not issue to any person unless
the registered capital is increased and the person has fully paid up.
9. All shareholders will obtain each one (1)
edition of the shares certificate, holding total amount of shares or divide
into many editions. All shares certificate must be shown of the company’s name,
registration and the date that the registrar has registered of the company,
types, value, number and amount of shares, shareholder’s name, the issuance
date and other particulars specified by law as well as the signature of the
director which signed or printed of at least one (1) person and the seal
affixing of the company stamp. However, the directors shall appoint or proxy to
the shares registrar according to the law regarding the subject of the
securities and stock exchanges which acting to sign or print the signature. In
this regard, the shares certificate of the company will not need the seal
affixing of the company stamp.
10. Any of the share certificate has been lost,
obliterated or damaged on the substantial matter, the shareholder will require
for a new one from the company and the company will provide or issue the new one
for the shareholder within the time specified by law.
In case of loss or destroy of the shares
certificate, the shareholder must bring the Police record evidence which
informed to the police investigator or the other proper evidence showing to the
company. In the case of obliteration or
damage, the shareholder must return the original shares certificate to the
company.
11. The company will require the fee for the new
shares certificate issuance replace the original lost, destroyed, obliterated
or damaged as required according to the rate specified by law.
12. In case of the company will offer the shares
for sales higher than the registered shares, the subscriber must pay for the
amount higher than the par value as well as the money amount for the shares.
13. In case of the shareholder death or
bankruptcy which results to any person has the right on the those shares, if
such person has brought the legitimate evidence completely presenting, the
company must register and issue the new shares certificate within one (1) month
since the receiving date completely of the evidence.
14. The company shall not allow to own its shares
or hypothecate unless in the case as follows:
(1) The
company will repurchase the shares from the shareholder who disagree voted on
the shareholders’ meeting regarding of the vote and rights of the dividends
receiving which the Articles of Association has been amended of the company
subject that such person did not obtain fairly.
(2) The
company will repurchase the shares for financial management. When the company
has accumulated profits and liquidity excess and such repurchase has not caused
to the company to confront the financial difficulties, such the said
shareholding by the company are not counted on the quorum in the shareholders’
meeting including are not the rights of the vote and dividends receiving.
The shares which repurchase must be approved by the
shareholders’ meeting unless in the case of the company repurchase not exceed
10 percentages of the capital paid up, in this regard, will be based on the
power of the Board of Directors.
The shares which repurchase, distribution and reduction,
the company must perform and comply with the law specification.
15. The company shares able to be transferred
without limitation unless in any case of as follows :
(1) Such
transfer will be deprived of the rights and benefits that the company should be
obtained according to the law or.
(2) Such
transfer will be caused by the person who was not a Thai nationality any time
shareholding amount exceed Thirty (30) percentages of all shares distribution.
The company has the rights to the refuse of the said transfer.
16. The shares transfer will be completed when
the transferor endorses on the shares certificate, by specifying the transferee’s
name and signing the signature of the both transferor and transferee as well as
delivers the shares certificate to the transferee. Such transfer can be used
against the company when the application has been accepted to register of the
shares transfer but against the outsiders only after the company has registered
such transfer in the shareholder’s registration book already. In this regard,
if the company considered that the said transfer is subjected to the law must
register the said transfer within Fourteen (14) days since the accepting date
of application or the company considered that is not completely correct must
notify to the application within Seven (7) days.
When the company shares have been registered as securities
in the stock exchange of Thailand, the shares transfer must be complied with
the law regarding the subject of the securities and stock exchange.
In case that the transferee is minor, he
or she must have a consent letter from a legitimate representative or an
authorized minor custodian.
17. In case of the transferee wishes to obtain
the new shares certificate, must submit an application to the company in
writing and signing of the transferee with certifying signature of at least one
(1) witness as well as returning the original shares certificate or other
evidence to the company. When the company considered that the said transfer is
subjected to the law must register of the said transfer within Seven (7) days
and issue the new shares certificate within one (1) month since the accepting
application date.
Chapter 3
Board of Directors
18. The Board of Director shall have at least
five (5) directors and not less than half (1/2) of total amount directors whose
residence located in the kingdom.
The Board of Directors must elect one among of them to be
the chairman. In this regard, the Board of Directors has properly considered
electing one among of them or more to be the vice of chairman. The vice of
chairman is required by the company articles herein when the chairman has given
an assignment.
Must
be jointly signed the signature of two directors binding the company and seal
affixed of the company’s stamp.
The Board of Directors may determine the authorized
director’s name who bearing the company and seal affixing of the company.
19. The directors are ordinary persons and:
(1) Legal
age.
(2) Not
to be the person of bankruptcy, incompetent or quasi-incompetent.
(3) Never
been imprisonment by the final judgment, penalty charged of property committing
by fraud.
(4) Never
been deprivation or dismissal from the government or state organization or
governmental units charged of corruptions.
20. The directors must be elected by the
shareholders’ meeting according to the regulations and methodologies as
follows:
(1) A
shareholder has one share and equal to one vote.
(2) Each
shareholder must apply all the vote according to Item (1), to elect only one or
more to be directors but shall not be divided of the vote to any others or how
much.
(3) The
person who granted the subordinate maximum votes has been elected to be the
director as the amount of directors that the shareholders’ meeting must elect.
In case of the person who granted the subordinate votes, being a tie over than
the amount of directors that the shareholders’ meeting must elect, the chairman
shall exercise his casting vote.
21. An annual ordinary shareholder’s meeting
every time, the directors must be out of position in the amount rate of one /
third (1/3). If the amount of directors not able to be divided into the three
(3) parts, shall divide nearly into one / third (1/3) parts.
The directors, who will be out of the
position of the first and second years, after the company has been registered,
may elect by lot-drawing. Any other years thereafter, the directors who being
longest tenure shall be out of the position.
The director being out of the position
able to be re-elected.
22. Apart from the positional termination by
rotation, the director shall be terminated from:
(1) Death.
(2) Resignation.
(3) Disqualification
or having characteristic of prohibitions by law or by Articles herein.
(4) Dismissal
by the shareholders’ meeting voted.
(5) Dismissal
by the court ordered.
23. Any directors who wish to resign from the
position must submit the resignation letter to the company and the resignation
will be effected since the date of letter has been sent to the company.
The resigning directors as the first paragraph may also
inform to the registrar under the law regarding the subject of Public Company
Limited of the said resignation.
24. If the position of director becomes vacant
for reasons other than by rotation, the Board of Directors may select other
persons to fill up the vacancy, whom being qualified and not having
characteristic of prohibitions by law unless the director rotations are less
than two (2) months.
The person so appointed shall retain his office during
such time only as the vacating director was entitled to retain the same.
The Board of Directors votes as the first paragraph must
contain the votes not less than three / forth ( 3/4 ) of the amount remaining
directors.
25. The shareholders’ meeting may resolve any
directors to be terminated the position before rotations from the votes not
less than three/forth (3/4) of the amount of shareholders participation and whom
have rights to exercise of the vote and the shares together not less than half
of the amount of shareholding, by the shareholders participation and whom have
the rights to exercise of the vote.
26. Although the director’s position being
vacant, the existing directors able to be performed unless the amount of
directors reduced and less than to be a quorum according to Item 27. The
existing directors able to be performed only the subject of the shareholders’
meeting preparation for electing the directors to fill up all the vacancy.
27. The Board of Directors’ meeting must have the
directors participation not less than half (1/2) of the total amount of
directors in order to form the quorum. In case of the chairman was absent or
incapable performance, if any have the vice of chairman shall be chair, if not
or if any but incapability, the participating directors shall select the one
among of them to be the meeting’s chairman.
The
meeting’s decisions shall be held by the majority votes.
One director shall be had one vote unless the directors
who is stakeholder in any subjects cannot be exercised the rights on the said
subjects. If the vote is a tie, the chairman shall exercise his casting vote.
28. The summon directors’ meeting, the chairman
or assigning person must send the meeting appointment letter to the directors
not less than seven (7) days before the meeting day unless in the case of
urgency, in order to preserve the rights and benefits of the company,
consequently, the meeting appointment will be arranged by other means and the
meeting date will be earlier than normal.
The place of meeting as the first
paragraph must be held in the head office location area of the company or
branches or any other places specified by the Board of Directors.
29. The Board of Directors has the power and
responsible for the company management shall be complied with the law,
objectives, regulations and the shareholders’ meeting resolutions.
The Board of Directors may appoint
director and/or other persons, both being officer or employee of the company,
and/or outsiders to be elected as the managing directors, in order to operate
the business, any or many, by specifying any conditions or assigning to the
director or other persons to perform any operations acting the Board of
Directors.
30. The directors is not allowed to engage the
same types of business and competitive to the company or become partner in the
ordinary partnerships or unlimited liabilities in partnerships or being
director of the private companies or other companies which are the same types
and competitive to the business operation of the company whether with benefits
of himself or other persons unless prior informed before the appointing
resolutions to the shareholders’ meeting.
31. The directors must inform to the company
immediately if any cases have been occurred as follows:
(1) Stake
whether direct or indirect on any contracts which prepared during the fiscal
year by the company, by specifying the fact that related in the nature of
contract, name of the parties and stakeholder of the directors in the said
contract ( if any ).
(2) Shareholding
or debenture in the company or affiliated companies, by specifying the total
amount of the increasing or decreasing during the fiscal year ( if any ).
32. The company is not allowed to pay for or any
other properties to the directors unless for compensation according to the
rights and benefits repayment by other means regularity as the directors of the
company such as salary, meeting chips, allowance, insurance, pension, bursary,
reward, medical treatment expenses, fuel fee, vehicle, accommodation expenses.
The statement above paragraph, excluding the compensation
or welfare which the directors obtained as the status of officer or employee of
the company.
Chapter 4
Shareholders’ Meeting
33. The Board of Directors shall arrange a
shareholders’ meeting within four (4) months since the ending date of fiscal
year of the company.
Any
meeting other than the said shall be called extraordinary shareholders’ meeting.
The
Board of Directors shall summon the extraordinary shareholders’ meeting at any
time as deemed appropriate.
One or more shareholders holding the
aggregate number of shares of not less than ten (10) percent of the total
number of shares sold may, by subscribing their names, request the board of
directors in writing to call an extraordinary meeting at any time, but the
reasons for calling such meeting shall be clearly stated in such request. In
this regard, the board of directors shall proceed to call a meeting of
shareholders to be held within forty-five (45) days as from the date the
request in writing from the shareholders is received.
In case the board of directors fails to arrange for the
meeting within such period under paragraph four, the shareholders who have
subscribed their names or other shareholders holding the required aggregate
number of shares may themselves call the meeting within forty-five (45) days as
from the date of expiration of the period under paragraph four. In such case,
the meeting is deemed to be shareholders’ meeting called by the board of
directors and the Company shall be responsible for necessary expenses as may be
incurred in the course of convening such meeting and the Company shall
reasonably provide facilitation.
In the case where, at the meeting called
by the shareholders under paragraph five, the number of the shareholders
presented does not constitute quorum as prescribed by no.36 and no.37, the
shareholders under paragraph five shall jointly compensate the Company for the
expenses incurred in arrangements for holding that meeting.
34. The summon of the shareholders’ meeting, the
Board of Directors must provide the meeting appointment letter, specifying the
place, date, time, agenda and subject which will be presented to the meeting,
as well as the details appropriately, by clearly specifying the presenting
subject in order to acknowledge, obtain an approval or consider in any case,
including the opinion of the Board of Directors of the said subject, and send
to the shareholders and registrar acknowledging of the said not less than seven
(7) day before the meeting date. In addition, must publish on the said meeting
appointment in the newspaper continuing for the period of three (3) days and
not less than three (3) days before the meeting date.
The place of meeting as the first paragraph must be held in the head office location area of the company or branches or any other places specified by the Board of Directors.
35. The Board of Directors must send the document
as specified by law to the shareholders as well as the annual meeting
appointment letter.
36. The shareholders’ meeting must have the
shareholders and proxy persons from the shareholders (if any) participated not
less than twenty-five (25) persons or not less than half (1/2) of the total
amount of shareholders and the shares must be counted all together not less
than one / third (1/3) of all the selling shares in order to form the quorum
unless specified by law otherwise in any particular case.
37. Any of the shareholders’ meeting, when the
appointed time comes to pass for one (1) hour, the number of shareholders whom
participation being not completed for the form of quorum as specified by Item
36. If the shareholders’ meeting has been summoned by the shareholders
requested, the meeting will be dismissed. If the shareholders’ meeting has not
been summoned by the shareholders requested, the meeting shall be adjourned
and reappointed, and must resend the
appointment letter to the shareholders not less than seven (7) days before the
meeting date. In this regard, the next occasion of the meeting shall not
subject to the form of quorum.
38. The chairman of the meeting shall be chair.
In case of the chairman was absent or incapable performance, if any have the
vice of chairman shall be chair, if not or if any but incapability, the
participating directors shall select the one among of them to be the meeting’s
chairman.
39. The chairman of the shareholders’ meeting is
responsible for controlling the meeting to be complied with the Articles of
Association of the company herein regarding the subject of the meeting. In this
regard, must perform the meeting compliance with the agenda respectively which
specified in the meeting’s appointment letter unless the meeting has resolved
to change the agenda respectively by the votes not less than two / third (2/3)
of the total amount of shareholders participation.
When the meeting has completely
considered as the first paragraph, the shareholders whose shares being counted
not less than one / third (1/3) of all the selling shares, may request the
meeting considered the other subjects than the specification in the meeting
appointment letter.
In the case of the meeting has not
completely considered as the first paragraph or not completely considered as
the presenting subjects of the shareholders as the second paragraph in any
cases and need to adjourn to the next consideration, the meeting must define
both the place, date and time of the next meeting and the Board of Directors
must send the meeting appointment letter which specified both the place, date,
time and agenda to the shareholders not less than seven (7) days before the
meeting date. In addition, must publish on the said meeting appointment in the
newspaper continuing for the period of three (3) days and not less than three
(3) days before the meeting date.
40. All shareholders have the rights to be
participation on the shareholders’ meeting whether any types of the
shareholders’ meeting.
41. The shareholders will proxy to the other
persons entering into the meeting and acting the vote for them and the proxier
must deliver the proxy letter to the chairman of the Board of Directors or the
person that the Board of Directors chairman defined the meeting place prior to
the proxier will enter into the meeting. The proxy letter shall be complied
with the form specified by the registrar under the law regarding the subject of
Public Company Limited.
42. Any of the shareholders who have been
specially staked in any subject which the meeting will have resolved, such
shareholder shall not have the rights to vote on the said subject unless the
vote of director elections.
In case of the vote being a tie, the
chairman shall exercise his casting vote.
43. Regarding the vote will be counted on one
share as one vote.
The shareholders’ meeting resolutions
must consist with the vote as follows:
(1) In
case of normal, must be held on the majority votes of the shareholders
participation and have the rights of vote. If the vote being a tie, the
chairman shall exercise his casting vote.
(2) In
case as follows shall be held on the votes not less than three / forth (3/4) of
the total votes of shareholders participation
a. Sales
or business transference of the company wholly or partially which was important
to the others.
b. Purchase
or accept business transference of other companies or private companies belong
to the company.
c. Conducting,
amendment or dismissal of the contract related in the leasing on the company
business wholly or partially which was important, assignment to other persons
for management on the business operation of the company or merger business
together with the other persons with the sharing purpose of the profits and
loss.
d. Additional
amendment in the Memorandum of Association or the Articles of Association.
e. Capital
increasing or decreasing of the company or debenture issuance.
f. Merger
or dismissal of the company.
44. The annual ordinary meeting in order to
consider on the business as follows:
(1) The
report of the trading business in the past year.
(2) The
approval consideration for balance sheet and profit and loss account.
(3) Consideration
for income appropriation.
(4) Consideration
for the new director elections instead rotations.
(5) Consideration
for an auditor and determining his remuneration.
(6) Other
considerations.
Chapter 5
Accounting, Finance and
Auditing
45. The fiscal year of the company commence on
1st January and ending on 31st December of every year.
46. The company must provide accountancy and
retention as well as the auditing according to the law regarding the said
subject and provide the balance sheet and profit and loss account of at least
once in the twelfth (12) months which is the fiscal year of the company.
47. The Board of Directors must provide the
balance sheet and profit and loss account at the end of the fiscal year of the
company and present to the shareholders’ meeting in the annual ordinary
shareholders’ meeting, in order to be approval consideration of the balance
sheet and profit and loss account as mentioned. The Board of Directors must
provide the auditor to be completely audited prior to submission to the
shareholders’ meeting.
48. The Board of Directors must send the copies
of balance sheet and profit and loss account which the auditor has audited as
well as the auditor’s report and the annual report of the Board of Directors to
the shareholders as well as the annual shareholders’ ordinary meeting letter.
49. The auditor shall not be the director,
officer, employee or any designations of the company.
50. The auditor shall be elected every year by
the shareholders’ ordinary meeting. The auditor who was terminated from the
position able to be re-elected.
51. The auditor shall be compensated by the
shareholders’ meeting specification.
52. If the auditor position vacancy, the Board of
Directors must summon the shareholders’ extraordinary meeting in order to
re-elect.
53. The auditor is entitled to audit of document
and any other evidence related in revenue, expenditure as well as properties
and debts of the company during the working day of the company. In this regard,
having the power to interrogate to the director, office, employee, any other
designation and representative of the company, including to explain of the fact
or deliver the evidence documents related in the business operation of the
company.
54. The auditor has responsible for the meeting
participations of the shareholders’ meeting every time when consideration on
the balance sheet and profit and loss account, and problems related in the
company account, in order to explain the auditing to the shareholders, and the
company must also deliver the report and document of the company which the
shareholders should be received by the said shareholders’ meeting to the
auditor.
Chapter 6
Dividends and Reserve Funds
55. The divided other than profits is subjected
to prohibitions. In the event that the company has been remained of the
accumulated loss, the dividend is subjected to.
56. The dividend payment must be paid by the
amount of shareholding and divided equally.
The dividend payment must be performed within one (1)
month since the date of shareholders’ meeting or resolved by the Board of
Directors, in any case. In addition, must notify by letter and send to the
shareholders, and publish on the said dividend payment in the newspaper
continuing for the period of three (3) days.
57. The Board of Directors may pay occasionally
an interim of the dividend to the shareholders when consider that the company
is profitable enough to do so, and when the dividend is already paid must
report to the shareholders’ meeting acknowledging on the next meeting.
58. The company must allocate the annual net
profits as the reserve funds at least one / twentieth (1/20) of the annual net
profits deducting from the accumulated losses brought forward until such
reserve funds have been amounted to one / tenth (1/10) of the amount of
registered capital of the company.
When such reserve has been approved by the
shareholders’ meeting, the company may transfer of other reserve funds, reserve
funds by law and exceed from the shares value respectively, compensate for the
accumulated loss of the company.
Chapter 7
Capital Increasing and
Decreasing
59. The company may increase of the capital from
the registered capital by issuing the new shares. In this regard, such the new
shares issuing will be offered on the sales wholly or partially and the sales
offering will be proposed to the shareholders by the shareholding proportion
which each of them is previously available or to the public or other persons
whether wholly or partially. In addition, shall be subjected to the
shareholders’ meeting resolution.
60. The company may reduce the capital from the
amount of the registered capital. In this regard, the reduction of the par
value of each share or the amount of shares or deducting of the selling
registered shares shall not be allowed, or still not sold, but the such
reduction shall not be allowed lower than one / forth (1/4) of the total amount
of capital.
In the case of the company has been
accumulated loss and already compensated from accumulated loss according to
Item 58., still remaining the accumulated loss, the company may reduce the
capital lower than one / forth of the total amount of capital.
The reduction of the par value or amount of shares as the
first or second paragraphs, how much or somehow, will be action when the
shareholders’ meeting has resolved with the voted not less than three / forth
of all votes of the shareholders participation and have the rights of the vote.
Chapter 8
Additional Provision
61. Those agendas or approval which the
shareholders of TPCS PUBLIC CO., LTD. has defined or approved to the Board of
Directors prior to this Articles become effective, and as far as unpolished or
uncontradicted to this Articles herein law regarding the subject of Public
Company Limited shall become effective till this Articles has been amended
otherwise.
62. The company’s stamp shall be applied by this
seal affixing as below:
63. This Articles of Association, if any other
important or appropriate to be amended shall be considered by the shareholders’
meeting managing of the amendment according to the law provision.
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