Proposed amendment of Articles of Association
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Proposed Amendment of Articles of Association
No. Current Articles Proposed Amendment of Remark
of Association Articles of Association
1. 6.All the 6. Shares of the Company are To make clear as
Company's ordinary shares and shall be advised by the
shares shall be equal in value and entered Stock Exchange of
paid in full in name share certificate. Thailand
amount of share
Each share of the Company
value by money
shall be paid in full amount
or assets other
of share value by money or
than money and
assets other than money.
the share
The share subscriber or
subscribers or the
share purchaser cannot set-
share purchasers
off any debts with the
cannot make any
Company.
set-off with the
Company.
The Company's
shares can be
freely transferred;
however, if any
transfer of shares
results in the
proportion of
foreign
shareholding
exceeding that
prescribed in
Clause 3. of the
Articles of
Association
above, or such
transfer of shares
causes the
Company's loss
of rights and
entitlement under
the law, the
Company may
refuse to register
such transfer of
shares.
2. 7. A transfer of 7. A transfer of shares shall be To be in
shares is valid and effective against a compliance with
completed once third party if such is the public limited
the transferor conducted in compliance company law and
endorses the with the laws. the securities and
share certificate stock exchange
by specifying the law
No. Current Articles Proposed Amendment of Remark
of Association Articles of Association
name of the
transferee and
has the signatures
of both the
transferor and the
transferee
affixed, and
delivers the share
certificate to the
transferee.
A transfer of
shares shall bind
the Company
when the
Company
receives an
application for
the transfer of
shares
registration, and
shall bind the
third parties
when the
Company
registers the
transfer of shares.
Where the
Company
considers that a
transfer of shares
is legal, the
Company shall
register the same
within 14 days
from the date the
application is
received. If a
transfer of shares
is incorrect or
incomplete, the
Company shall
notify the
applicant within
7 days.
If the Company's
shares are
registered as
registered
securities listed
No. Current Articles Proposed Amendment of Remark
of Association Articles of Association
on the Stock
Exchange of
Thailand, the
transfer of shares
shall be in
accordance with
the law on
securities and
stock exchange.
As for the
transfer of other
types of
securities
whether being
registered as the
registered
securities listed
on the Stock
Exchange of
Thailand, it shall
be conducted in
accordance with
the law on
securities and
stock exchange.
3. 8.The Company 8. The Company has To make clear as
may appoint the appointed Thailand advised by the
Stock Exchange Securities Depository Co., Stock Exchange of
of Thailand to be Ltd. as the Company's Thailand
the share share registrar. The
registrar of the Company's registration
Company. procedures shall be as set
forth by such share
The share registrar.
certificate shall
The share registrar may
be signed by or
affix his/her name to the
printed with the
share certificate or any
signatures of at
other securities certificate
least two
by signing or by using a
directors.
machine, computer or any
However, the
other method in accordance
directors may
with the law on securities
appoint the share
and stock exchange.
registrar
according to the
law on securities
and stock
exchange to sign
No. Current Articles Proposed Amendment of Remark
of Association Articles of Association
or print such
signatures on
their behalves.
To allow the
4. 10. The issuance of 10. The Company shall not own Company to
securities in the its shares or accept pledge repurchase its
forms of of its shares, except in the shares under the
debentures, bills, following circumstances: law on public
investment units,
(1) the Company may limited company
warrants
repurchase its shares
representing the
from dissenting
rights to
shareholders who vote
purchase against a resolution of
ordinary shares, the Shareholders'
warrants Meeting approving an
representing the amendment to the
rights to Articles of Association
purchase of the Company
debentures, regarding voting rights
warrants and the right to receive
representing the dividends which, in
rights to their opinion, is
purchase the considered unfair;
investment units
(2) the Company may
or securities or
repurchase its shares
other
for financial
instruments
management purposes
offering for sale
when the Company has
to the
accumulated profits
Shareholders or and excessive liquidity,
to other persons, provided that the share
shall be made in repurchase will not
accordance with cause financial trouble
the rules and to the Company.
procedures
In this regard, shares held
prescribed by
by the Company shall not
the law on
be counted towards
public limited
constituting a quorum for
companies, or
the Shareholders' Meeting
law on securities
and shall carry no voting
and stock
right as well as no right to
exchange.
receive dividends.
The Company shall dispose
of the repurchased shares as
mentioned in the previous
paragraph within the period
No. Current Articles Proposed Amendment of Remark
of Association Articles of Association
prescribed in the pertaining
ministerial regulation. If
the Company fails to do so
or is unable to complete the
disposition within the
prescribed period, the
Company shall reduce its
paid-up capital by writing
off such repurchased but
unsold shares.
The repurchase, disposition
and writing off of the
repurchased but unsold
shares as mentioned above
shall be conducted in
accordance with the rules
and procedures as
prescribed in the ministerial
regulation.
The repurchase of shares
shall be approved by the
Shareholders' Meeting,
except the repurchase of
shares of the Company in
an amount of not exceeding
ten (10) percent of the paid-
up capital shall be approved
by the board of directors.
To combine
5. Chapter 3 Chapter 3
Clause 10. and
Issuance ofOther Types of Issuance of Other Types
Clause 11.
Securities and of Securities and
together and have
Transfer of Transfer of Securities only one clause
Transfer of (Clause 11.) in
10. - Cancelled and moved
Securities Chapter 3
to Clause 10. of
"Issuance of
Chapter 2 re:
10. The issuance of
Other Types of
repurchase of shares -
securities in the
Securities and
forms of 11. The issuance, offering
Transfer of
debentures, bills, and transferof
Securities
in
investment units, securities to the public
order to comply
warrants or other persons shall
with the public
limited company
representing the be conducted in
rights to accordance with the
law
purchase law on public limited
ordinary shares, companies, or law on
warrants securities and stock
representing the exchange.
rights to
No. Current Articles Proposed Amendment of Remark
of Association Articles of Association
The transfer of other
purchase
securities listed on the
debentures,
Stock Exchange of
warrants
Thailand or other
representing the
secondary market
rights to
other than ordinary
purchase the
shares shall be
investment units
conducted in
or securities or
accordance with the
other
law on securities and
instruments
stock exchange.
offering for sale
to the The word "securities"
Shareholders or shall be as defined in
to other persons, the law on securities
shall be made in and stock exchange.
accordance with
the rules and
procedures
prescribed by
the law on
public limited
companies, or
law on securities
and stock
exchange.
11.Transfer of
securities stated
in Clause 10.
may be made
freely and the
procedures for
the transfer of
shares in Clause
6. shall
relatively apply.