Articles Association Thai Company Limited

Do not copy (c) 2010. This is not a free document.

 

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    CHAPTER I
    General

    CHAPTER II
    Shares and Shareholders

5.    The shares of the Company shall consist  2 group

            [1]  Kor  Group :
            Ordinary shares :   51 of  all  share which issued  by  company
            No.  9801 to  19800

            [2]   Kro. Group :
            Perfer share  :   49 %  of  all  share which issued  by  company
             No.  1    to   9800

             Except as provided herein, all shares in the Company shall have identical rights attached to each of them. Share group entered in name certificates. 

6.    Subject  to this Article  of  associate. Distribution profit in dividend will  as  follow:

         [1]  Dividend  paid  by  profit  of  company   will  pay  to  Prefer Shareholder  before  Ordinary Shareholder  10% of  share value  in according to number of shares held by each respective Shareholder.

        [2]   After  payment  dividend  follow [1]  remaining dividend  will  pay  to Ordinary Shareholder equally  depend  on  number  of shares  held  by  each  respective  Shareholder.

         [3]   Annual  dividend  paid  to  Prefer Shareholder  will  pay  in  rate  follow  [1]  and  no annual  additional  payment  dividend  to  Prefer Shareholder.

         [4]   Dividend  will  not  collect  both  Ordinary Share  and  Prefer  Share  

7.    Each share certificate issued by the Company shall bear the following statement upon its face: "Transfer or sale of shares represented by this share certificate is subject to the restrictions contained in the Articles of Association of the Company.".

8.    The Company shall not own its own shares nor take them in pledge.

9.    The Company shall provide a register of shareholders which shall be kept by the Company under the control of the Board of Directors, and in which shall be entered the particulars of the transfer or alteration of every share.

10.     Subject  to Section 10 [1] [2] and [3]   transfer , sell , pledge ,arise burden  or  distribute shall get  advance approve from company director
                             
          [1]   No transfer ,sell, arise burden or any distribute to  third  parties  except  as  sale   proposal  share  to  shareholder of  company  follow  method in [2] and other shareholder  refuse buy that share

          [2]   Subject  to  section [1] above  any  shareholder desire sell  or transfer  some share  or  total  shall  make  in  writing  offer  to  other shareholder  before. The  offer  shall  identify  amount  of  sold  share  regulation , condition  and share  value.  Within  60 days  buyer shall  response   that  offer. In  case  of   acceptee  have  more  than  one  shall  sell share  to  acceptee  in    according to number of shares held by each respective Shareholder  if  no acceptee   accept  offerer  can  sell  share  to  third  parties  under regulation  as follow:

-    Share  value  shall  not  less  than  offer share  value  to  shareholder
-    Regulation  and  condition   of   sale  proposal  shall   not  better   proposal  which  shareholder  received
-    Third  parties shall  not  trading  competitor of company  or  company  shareholder

If  share  transferring  not  executed  within 30 days after mentioned 60 days  period, the  mention shares  shall  be  sold  to  other  company’s shareholders  according to clause 10  in  this  article  of associate.

 

            [3]    All transfers of shares must be in writing and executed both by the transferor and the transferee whose signatures shall be certified by at least one witness.  The transferor shall be deemed to remain the holder of the shares until the particulars of transferee and the shares transferred are recorded in the register of shareholders.

11.    The Board of Directors may in their absolute discretion and without assigning any reason therefore refuse to register a transfer of any shares.  If the Board of Directors refuse to register a transfer of any shares, they shall, within one month after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.


12.    A fee, as the Board of Directors may from time to time determine, in accordance with law, may be charged for issue of share certificates and registration of transfers.

13.    In case  of    liquidation or  dissolution company  property  after  pay off  the  debt  will  distribution of any dividend must be made according to number to number of shares held by each respective Shareholder. Prefer Shareholder  will  receive money before Ordinary Shareholder must be in proportion to the amount paid up on each share.

    CHAPTER III
    General Meetings

14.    A general meeting of shareholders shall be held within six months of the date of registration of the Company and a general meeting shall subsequently be held once at least in every twelve months.  Such general meetings are called "Annual General Meetings", and all other general meetings are called "Extraordinary General Meetings".  Subject to the foregoing, the Board of Directors may summon general meetings whenever they think fit.

15.    At least seven days' notice prior to every general meeting shall be given to all shareholders whose names appear in the register of shareholders.  Notices to shareholders in Thailand shall be given by post and notices to shareholders abroad shall be immediately sent by registered airmail or electronic mail or facsimile in which two latter cases a letter confirming the notice in writing shall be sent to the shareholders.  The notice shall specify the place, the day and the hour of the meeting, and the nature of the business to be transacted thereat.

16.    Annual General Meetings shall be summoned for the purposes of:

(1)    Reviewing the report of the Board of Directors covering work done during the previous period and suggestions as to the future courses of action;
(2)    Considering the balance sheet and profit and loss account of the preceding fiscal year and approving the same;
(3)    Reviewing directors' remuneration, declaration of dividends, and the appropriation of amounts as reserve fund;
(4)    Election of new directors in place of those who must retire on the expiration of their terms;
(5)    Appointment of an auditor and fix his remuneration; and
(6)    Other business.

17.    At every general meeting, a quorum shall consist of shareholders or their proxies representing not less than one-fourth of all shares of the Company.

18.    In casting votes at a general meeting, followas:
          [1] Kor Group :
             Ordinary Share :    1  share  per  1  Vote
 
          [2] Kro  Group  :
              Prefer Share :        1 share   per  10  Vote

         All ordinary resolutions shall require to be passed by a majority of the votes.

19.    Decisions for the following matters shall be made by special resolution only, which shall require affirmative votes at a general meeting of shareholders by a majority of not less than three-fourths of the votes and at a subsequent general meeting affirmative vote by a majority of not less than two-thirds of the votes:

(1)    To amend the Memorandum or Articles of Association;
(2)    To increase or reduce the registered capital;
(3)    To dissolve the Company;
(4)    To amalgamate with another company; and
(5)    To allot new shares as fully or partly paid up otherwise than in money.
 
20.    Any shareholder may vote by proxy, provided the power given to the proxy is in writing.  The instrument appointing a proxy shall be dated and signed by the shareholder and shall contain the following particulars:
(1)    The number of shares held by the shareholder;
(2)    The full name and address of the proxy; and
(3)    The meeting or meetings or the period for which the proxy is appointed.

If a proxy proposes to vote at a meeting, the instrument of appointment of the proxy must be deposited with the Chairman at or before the commencement of that meeting.

21.    Only shareholders duly registered and having paid all sums for the time being due and payable to the Company in respect of their shares, shall be entitled to vote on any question either personally or by proxy at any general meeting.

22.    The chairman of the Board of Directors shall preside at every general meeting.  If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present may elect one of the other directors to be chairman.  The chairman shall not have a casting vote.

23.    The chairman may adjourn a general meeting with the consent of the meeting but in the succeeding meeting no other business may be discussed except that pending from the previous meeting.

    CHAPTER IV
    Directors and Auditors

24.    A Board of Directors shall be elected by the general meeting to carry out the Company's business under the control of the general meeting of shareholders and subject to these Articles of Association.

A director need not be a shareholder in the Company.

A director shall not be personally liable for any act or omissions except those involving fraud or willful wrongdoing.
 
25.    At the first General Meeting after the registration of the Company and at the first Annual General Meeting in every subsequent year one-third of the directors, or, if their number is not a multiple of three, then the number nearest to one-third must retire from office. A retiring director is eligible for re-election.

26.    More than   half  of  director  shall  appointed  from  nominate  by  majority  shareholder of  Kor Group  which  joint meeting  by  themselves  or  attorney – in fact.  

27.    The  board of  director   will  appoint  director  from  nominate by  Kor Group shareholder  to  be  company  managing director  and  if  managing director  is  out  of  the  tenure  in  any  time , The  board  of  director will  appoint   a new  managing director from  director  who  nominated  by  Kor Group  shareholder.  

28.      The  managing director  shall  be  under  out  of  the  tenure  regulation   of  company and  managing director shall be  under  same  regulation of  other director of  company  about  lack  of  qualification , resign , and  dismissal  except  company  have  another   special  agreement.  If  managing director   is  out  of the  tenure  or  dismissed  by   resolution  of    company meeting , managing director  will  out  of  the  tenure.   

29.    Any vacancy among the members of the Board of Directors occurring otherwise than by rotation under Article 25 may be filled by the Board of Directors.  Any person so appointed shall retain office only during such time as the director whom he replaced would have been entitled to retain the same.

30.     Any director may be present at a meeting of directors and vote by proxy, provided the power given to such proxy is in writing.  Instruments appointing proxies shall be in such form and be executed in such manner as the Board of Directors may from time to time determine or in particular cases accept.

31.    Not less than seven days notice of a meeting of the Board of Directors or executive committee shall be given to each Director or committee member by letter, cable or telex as appropriate.  Such notice to any Director or executive committee member may be waived by that Director or committee member, and shall be deemed waived by his presence at the respective meeting.

32.    Whenever a matter is submitted at any meeting of the Board of Directors or executive committee and such matter was omitted from the proposed agenda for such meeting in the notice thereof, a written waiver of such omission, signed by the Director(s) or committee member(s) entitled to any such notice, whether before or after the time of the meeting stated, shall be deemed the equivalent of the inclusion of such matter in the proposed agenda.

33.    At all meetings of the Board of Directors a quorum shall consist of more than half of the numbers of directors.  A proxy appointed under Article 30 shall be counted in determining the presence of a quorum in the absence of the directors in whose place he acts.  All actions, appointments and decisions of the Board of Directors shall require the affirmative vote of a simple majority of the directors present, in person or by proxy, at a meeting.

A director may attend the meeting by way of telephone conference.  In such case, no proxy is allowed.  The quorum and passing of resolution of the meeting in which one or more director(s) participate(s) by way of telephone conference shall be the same as those specified in the preceding paragraph.

The Board of Directors may adopt a resolution without holding a meeting if all directors approve the action by placing their signatures on the original copy of the resolution.  Any such resolution shall be binding on the Company only after all of the directors have signed the resolution.  The duly signed resolution shall be delivered to the chairman and placed in the minute book of the Company.

34.    The Board of Directors may appoint other persons to carry out the Company's business under the Board of Directors' supervision or may duly execute a power of attorney entrust to and confer upon such other persons such powers as they think fit and for such time as they think expedient and they may confer such powers collaterally with or to the exclusion of or in substitution for all or any of the powers of the Board of Directors in that behalf and may from time to time revoke, withdraw, alter or vary any of such powers.

35.    The Board of Directors may appoint one of the directors the Managing Director of the Company and may entrust to and confer upon him any of the powers exercisable by the Board of Directors upon such terms and conditions and with such restrictions as the Board of Directors thinks expedient and may from time to time revoke, withdraw, alter or vary all or any of such powers.

36.    The number or names of authorized directors, whose signatures together with the Company's seal shall bind the Company may be fixed by the Board of Directors.

37.    An auditor shall be appointed at every Annual General Meeting on the nomination of the Board of Directors and the remuneration of the auditor shall be fixed every year.

    CHAPTER V
    Books and Accounts

38.    The Company's books and accounts shall be kept in English with a Thai caption, and shall be maintained according to international accounting practices and procedures generally acceptable in Thailand.

39.    The Board of Directors shall cause true and complete accounts to be kept:
(1)    of the sums received and expended by the Company and of the matters in respect of which each receipt or expenditure takes place; and
(2)    of the assets and liabilities of the Company;

40.    The Board of Directors shall cause a balance sheet to be made at least once in every twelve months, as of the end of the fiscal year of the Company.  The balance sheet must contain a summary of the assets and liabilities of the Company and a profit and loss account for the fiscal year of the Company.
Annual  account  year  begin  1  January to  31  December  of every  years

41.         The Board of Directors shall have the balance sheet and profit and loss account examined by the Company's auditor and submitted to a general meeting for adoption within four months from the end of the fiscal year.  A copy of the balance sheet must be sent to every person entered in the register of shareholders at least three days before the general meeting.

42.    The Board of Directors shall cause minutes of all proceedings and resolutions of all meetings of shareholders and directors to be recorded and duly entered in the minutes book which shall be kept at the registered office of the Company.  Any such minutes signed by the chairman of the meeting or of the succeeding meeting, are presumed correct evidence of the matters therein contained, and all resolutions and proceedings of which minutes have been so made are presumed to have been duly passed.

    CHAPTER VI
    Dividends and Reserves

43.    The Company must appropriate to a reserve fund, at each distribution of dividends, at least one-twentieth of the profits, until the reserve fund reaches one-tenth of the capital of the Company.

44.    No dividend may be declared except by a resolution passed in a general meeting.

Notice of any dividend that may have been declared shall be given by letter to each shareholder whose name appears on the register of shareholders.
 
The Board of Directors may from time to time pay to the shareholders such interim dividends as appear to the Board of Directors to be justified by the profits of the Company.

If the Company has incurred losses, no dividend may be paid unless such losses have been made good.

45.    The Company can, by special resolution, increase its capital by issuing new shares. New shares  shall  issue  Kor group share  for  Kor group  shareholder and  issue  Kro group share  for  Kro group shareholder, unless otherwise provided by  special resolution.

    CHAPTER VII
    Increase in Capital