3. Articles of Association Of MONO NEXT PUBLIC COMPANY LIMITED
CHAPTER I
GENERAL PROVISIONS
| Article 1 | These regulations shall be called the Articles of Association of MONO NEXT PUBLIC COMPANY LIMITED. |
| Article 2 | Unless otherwise specified, in these Articles “Company” means “MONO NEXT PUBLIC COMPANY LIMITED”. |
| Article 3 | For any provisions not referred herein, they shall be governed and construed in all respects in accordance with the laws governing public limited companies, securities and exchange and any other laws related to operation of the Company’s business. |
CHAPTER II
SHARES AND SHAREHOLDERS
| Article 4 | The Company’s shares are ordinary shares entered in name certificates at the same par value. All Company’s shares shall be paid up in full with money or any other assets beside money. The share subscribers or the share purchasers are not entitled to set-off debt with the Company. None of the shares in the Company can be divided. If the shares are jointly held or subscribed by two persons or more, any one of such persons shall be appointed to exercise the rights as the shareholder or subscriber, as the case may be. The Company has a right to issue and offer for sale ordinary shares, preference shares, debentures or warrants or other securities, which will be granted by the laws on securities and exchange. |
| Article 5 | All share certificates of the Company shall name the shareholder and must be signed or printed signature of at least one Director and affixed with the Company’s seal. However, the Director may delegate to the share Registrar under the laws on securities and stocks exchange to sign or print a signature on his behalf. |
| Article 6 | In signing signature of a director or a share registrar, such director or share registrar may sign his own signature or use machine or computer to imprint or use other methods that are permissible under the laws on securities and stocks exchange. The Company must maintain the Shareholder Register Book and the evidence relating to the particulars stated in Shareholder Register Book at the head office of the Company. However, the Company may appoint Thailand Securities Depositor)’ Co., Ltd. As the Company’s share registrar. If so, the procedures concerning the Company’s share registration shall be as prescribed by the share registrar. |
| Article 7 | The Company will issue a share certificate to shareholders within 2 months from the date in which the registrar accepted registration of the Company or from the date in which full payment for shares was made in case of issuing new shares after registration of the Company. |
| Article 8 | In case of certificates substantially damaged or defaced, a shareholder may request the Company to issue a new share certificate by surrendering the original certificate. If the share certificate is lost or destroyed, the shareholder must provide official evidence, in the form of report issued by a police officer, or any other appropriated evidence, to the company. In both cases, the Company will issue the new share certificate to a shareholder within the legal time frame by which a shareholder pays the issuance fee in accordance to the ministerial regulation. The lost, defaced or damaged share certificate shall be cancelled once the Company has issued new share certificate as replacement. |
| Article 9 | The Company shall not own its own shares nor take them in pledge except for the following cases. (1) The purchase of shares from dissenting shareholders voting against the resolution of the shareholders’ meeting on the amendment to the Articles of Association regarding the voting rights and the rights to receive dividend viewing that resolution is unfair. (2) To purchase the shares for financial management purposes while having the retained earnings and excess liquidity and such share repurchase not leading to the Company’s financial problem. However, the shares owned by the Company shall not be considered as a quorum of the shareholders’ meeting and shall not have a right to vote and receive dividend payment. The Company must sell shares that the Company has purchased back within the period as prescribed by the ministerial regulation. In case the Company does not sell or does not sell all shares within such period, the Company must proceed with reducing the paid up capital by eliminating the registered shares which have not been sold. The purchase back of shares, sale of the shares and elimination of shares that has been purchased back shall be under requirement and procedure as prescribed by the ministerial regulation or related laws. |
| Article 10 | The purchase back of Company’s shares must be approved by the Shareholders’ Meeting except in case that the Company has registered the shares with the Stock Exchange of Thailand and the amount of such purchase does not exceed 10 percent of the total paid up capital, the Board of Director of the Company can approve such purchase of shares. |
CHAPTER III
TRANSFER OF SHARES
| Article 11 | The Company’s shares shall be transferable without any restriction. The shares held at any time by non-Thai nationals shall not exceed an aggregation of forty-nine (49) percent of all issued shares. The Company is entitled to reject the transfer of shares that cause the shares of foreign shareholders to exceed the ratio allowed by applicable laws and regulations. |
| Article 12 | The transfer of shares shall be valid when a transferor indorses a certificate(s) by entering a name of a transferee and being signed by a transferor and a transferee and deliver a certificate(s) to a transferee. The transfer of shares shall be valid against the Company when the Company receives the request for registration of shares transfer and valid against a third person when the Company completes the share registration process. When the Company deems that the transfer of shares is legal, the Company must register the shares transfer within 14 days from the date of such request. If the transfer of shares is invalid, the Company must inform a person who file the request within 7 days. If the Company’s shares are registered as securities in the Stock Exchange of Thailand, the transfer of shares must be in accordance with the law of Securities and Stock Exchange. |
| Article 13 | If a share transferee wishes to acquire a new share certificate, he/she shall submit a written request to the Company, with a transferee’s signature together with at least one witness and surrender an existing share certificate. In this regard, the Company shall register the share transfer within 7 days and issue a new share certificate within 1 month from the date of receipt of such request. |
CHAPTER IV
ISSUANCE OF SECURITIES, SECURITIES OFFERING AND TRANSFER OF SECURITIES
| Article 14 | Issuance of securities, securities offering and transfer of securities to public or any persons shall be under the laws governing public limited companies and securities and exchange. Transferring of other securities that have been registered as listed security with the Stock Exchange of Thailand or subordinate Stock Exchange beside from the ordinary shares shall be under the laws governing securities and exchange. “Securities” shall refer to the definition as specified by the laws governing securities and exchange. |
CHAPTER V
BOARD OF DIRECTORS
| Article 15 | The Company must have the Board of Directors to operate the Company’s business. The Board of Directors shall comprise of not less than 5 directors, provided that at least half (1/2) of the directors shall reside within the Kingdom of Thailand. A director may or may not be a shareholder of the Company. |
| Article 16 | The election of the Company’s directors shall be made by a general meeting of shareholders in accordance with the following rules and procedures: (1) One share (1) is equal to one vote (1). (2) Each shareholder may exercise all the votes he/she has under (1) to elect one or more persons as directors, but he/she may not split his/her votes among any such persons. (3) The person obtains the highest votes as well as those obtain the respective vote from the meeting shall be elected as directors of the Company in a number not exceed the total number of directors required to be elected for such election. In case number of persons obtaining the equal respective vote from the meeting is in excess of the actual number of directors required for such election, the chairman of the meeting shall have a casting vote. |
| Article 17 | At every Annual General Meeting of Shareholders, one-third (1/3) of the directors shall retire from office; the director who has held the office the longest shall be the first person to retire. If the number of directors is not a multiple of three, then the number of directors nearest to one-third must retire from the office.
The retired director shall be eligible for re-election. The retiring directors in the first and second year of the conversion of the Company shall be determined by a draw of lots. In the subsequent years, the director who is in the office for the longest period shall retire. |
| Article 18 | Other than retiring by rotation, the directors shall cease to be in the position when: (1) passing away; (2) resignation; (3) lack of qualification or possession of prohibited characteristics as provided by the Public Company Limited law as well as the laws on security and exchange; (4) removal by resolutions of a general meeting of shareholders under the procedure set forth in Article 20 of this Articles; (5) dismissal by a court order. |
| Article 19 | Any Director who wishes to resign from office shall submit a resignation letter to the Company. The resignation shall be effective on the date the notice reaches the Company. The director, who resigns pursuant to the first paragraph, may also notify the registrar of his/her resignation. |
| Article 20 | The shareholders meeting may adopt a resolution to remove any director from office prior to his/her retirement by rotation by a vote of not less than three-fourth of the number of shareholders who attend and have the right to vote in the meeting and collectively hold not less than half of the shares held by the shareholders attending and have the right to vote in such meeting. |
| Article 21 | In case of a vacancy on the Board of Directors other than by rotation, the Board of Directors shall elect any person who is qualified and not subjected to prohibition under the laws on public limited company, and laws governing securities and exchange as a replacement Director at the next meeting of the Board of Directors, except in the case where the remaining term of office of such Director is less than two (2) months. The replacement Director shall hold the office only for the remaining term of the Director whom he replaces. The resolution of the Board of Directors under paragraph one must be passed by a vote of not less than three-fourths of the number of subsisting Directors. |
| Article 22 | The Company’s Directors are entitled to remuneration from the Company in the form of reward, meeting allowance, gratuity, bonus or other kinds of benefit as considered and approved by the shareholders meeting with the votes of not less than two-thirds (2/3) of the total shareholders attending the meeting. Such remuneration may be fixed in an exact amount or by a specific principle and may be fixed from time to time or perpetually until the shareholders meeting will resolve to change in otherwise. In addition, the Company’s Directors is entitled to allowance and welfare pursuant to the Company’s regulations.
The provision in Paragraph one shall not affect the rights of the directors appointed from the Company’s employees or staff who is entitled to the remuneration and benefits as the Company’s employees or staff. |
| Article 23 | The Board of Directors shall elect one director to be the Chairman. One or several directors shall be elected to be the Vice-Chairman, as the Board deems appropriate. The Vice Chairman has authority under the Articles of Association as assigned by the Chairman. |
| Article 24 | A quorum of the Board of Directors’ meeting requires the presence of at least half (1/2) of all directors. The Chairman of the Board of Directors shall preside over each Board of Directors meeting. If the Chairman is not present or is unable to perform his/her duties, the Vice-Chairman shall act as the presiding Chairman. In the case of a lack of Vice Chairman or the Vice Chairman’s inability to perform his/her duties, the directors present at the meeting shall elect one director to be the Chairman of the meeting. Decision of the Board of Directors’ Meeting shall be made by majority votes. Each Director shall have one vote. Any Director who has interest in any matter shall not be entitled to vote on such matter. In the case of equal voting, the Chairman of the meeting shall have additional casting vote. |
| Article 25 | In summoning a meeting of the Board of Directors, the Chairman of the Board or a person entrusted by him shall send notices thereof to the Directors not less than 7 days prior to the date of the meeting. However, in case of necessity or urgency for the purpose of maintaining the rights and interests of the Company, the summoning of the meeting may be made by other methods and the date of the meeting may be fixed sooner. |
| Article 26 | Directors should perform duties according to laws, objectives, articles of association of the Company and the resolution of shareholders’ meeting. |
| Article 27 | Directors are prohibited to operate, be a partner or a director in any other entity with the same business as the Company or any entity who is a competitor, unless the Shareholders’ Meeting is informed prior to the appointment. |
| Article 28 | Directors must notify the Company without delay if he/she has an interest in a contract with the company, including an increase or decrease of shares or debentures in the Company or its affiliates. |
| Article 29 | The Board of Directors’ Meeting shall be held at least one every 3 months at the province that the Company head office is located or other nearly province or other places. The date, time and place of the Meeting shall be designated by the Board of Directors. |
| Article 30 | Two (2) directors may jointly sign and affix common seal of the Company to bind the Company. The Board of Directors may specify and change the name of the authorized directors whose signatures affixed with the Company’s seal. |
CHAPTER VI
SHAREHOLDERS MEETING
| Article 31 | The Board of Directors shall hold an annual ordinary meeting of shareholders within 4 months from the end of the fiscal year of the Company. Other Shareholders’ Meetings, apart from the abovementioned meeting, shall be called extraordinary meetings. The board of directors may summon an extraordinary meeting of shareholders whenever they deem appropriate.
The shareholders holding altogether not less than one-fifth (1/5) of all issued shares or not less than 25 shareholders holding altogether not less than one-tenth (1/10) of all issued shares make a request in writing to the Board of Directors to summon an extraordinary meeting by clearly specifying therein a reason of such requisition. The Board of Directors shall summon a shareholders’ meeting within one month (1) from the date the shareholders’ request is received. |
| Article 32 | In summoning a shareholders’ meeting, the board of directors shall prepare a notice specifying the place, date, time, agenda and matters to be proposed to the meeting together with adequate details, by clearly indicating whether such matters are proposed for acknowledgement, for approval or for consideration, as the case may be, as well as the Board of Director’s opinions on such matters. Such notice shall be sent to the shareholders and registrar not less than 7 days prior to the date of the meeting and advertised in a Thai newspaper for 3 consecutive days at least 3 days prior to the date of the meeting. The venue to be used for the meeting can be located in the province where the head office of the company or any other place as the Board of Directors stipulates. |
| Article 33 | At a shareholders meeting, there must be not less than 25 shareholders and/or the shareholders’ proxies (if any) or not less than half of the total number of shareholders holding altogether not less than one-third (1/3) of the total issued shares attending the meeting to constitute a quorum.
In case it appears at any shareholders meeting that within one hour after the time appointed for the meeting, the number of shareholders attending the meeting does not constitute the quorum as mentioned in the above paragraph, the meeting, if summoned upon the requisition of shareholders, shall be cancelled. If the meeting had not been summoned upon the requisition of shareholders, another meeting shall be summoned. The notice for summoning such meeting shall be sent to the shareholders in not less than 7 days prior to the date of the meeting and at such subsequent meeting no quorum shall be necessary. |
| Article 34 | The Chairman shall be appointed as the Chairman of Shareholders’ Meeting. In the cases where the Chairman is not in attendance or cannot perform his duty as the Chairman of the Shareholders’ Meeting, the Vice Chairman shall be appointed as the Chairman. In case of no Vice Chairman or that the Vice Chairman is unable to occupy the Chair immediately or perform his duty as Chairman, the Meeting shall appoint one of present shareholders to be the Chairman of the Shareholders’ Meeting. |
| Article 35 | For voting at the Annual General Meeting of Shareholders, one share is equal to one vote. Any shareholders has special interest in any matter, such shareholders does not have right to vote in such matter, other than voting for election of directors and the resolution of the meeting of shareholders shall be supported by the following votes: (1) In a normal case, by the majority vote of the shareholders who attend the meeting and cast their vote. In case of an equality of vote, the chairman of the meeting shall be entitled to a casting vote; (2) In the following cases, by a vote of not less than three-fourths of the total number of shareholders present at the meeting and entitled to vote: (a) The sale or transfer of whole or essential parts of business of the Company to other persons; (b) The purchase or acceptance of transfer of businesses of other companies or private companies to the Company’s own; (c) Entering into, amending or terminating the contract relating to the leasing out of business of the Company in whole or in essential parts; the assignment to anyone else to manage the businesses of the Company or the amalgamation of the businesses with other persons with an objective to share profit and loss; (d) Amendment of the Memorandum of Association or Articles of Association of the Company; (e) Increase or decrease of the capital of the Company; (f) The liquidation of the Company; (g) The issuance of debentures; (h) Merging of business of the company with other companies. |
| Article 36 | The businesses to be transacted at the annual ordinary meeting are as follows: (1) To consider the report proposed to the meeting by the Board of Directors on the Company’s business operation during the past year; (2) To consider and approve the Statement of Financial Position and Statement of Comprehensive Income of the Company; (3) To consider appropriation of profit and dividend payment; (4) Election of directors in replacement to those who are due to retire by rotation; (5) To fix the directors’ remuneration; (6) Appointment of an auditor and fix the audit fee; and (7) Other businesses. |
CHAPTER VII
ACCOUNTING, FINANCE AND ACCOUNTING AUDITS
| Article 37 | The fiscal year of the Company shall commence on the 1st of January and end on the 31st of December of each year. |
| Article 38 | The Company shall arrange for making, maintaining, as well as auditing the accounts in accordance with the laws concerning therewith, and shall arrange for making a balance sheet and a profit and loss statement, at least once in every fiscal year. |
| Article 39 | The Board of Directors shall cause to be made the balance sheet and profit and loss accounts as of the end of the accounting period of the Company, and shall submit the same to the shareholders’ meeting for adoption at the annual general meeting. The Board of Directors shall arrange for the auditors to complete the auditing prior to submission to the shareholders’ meeting the said balance sheet and profit and loss accounts. |
| Article 40 | The Board of Directors shall send the following documents to the shareholders together with the notice summoning an Annual General Meeting. 1. Copies of the audited balance sheet and profit and loss statement together with the report from the auditor thereon; 2. Annual report of the Board of Directors. |
| Article 41 | The Auditor shall not be a director, staff member, employee or person holding any position or having any duty in the Company. |
| Article 42 | The auditor has the right to examine, at any time during the office hours of the Company, all books of account, documents and any other evidence relating to the Company’s income, expenses, assets and liabilities. For this purpose, the auditor shall be entitled to ask any of the Company’s directors, staff members, employees, responsible persons, and agent to provide any related clarification or documents in respect of the Company’s operation. |
| Article 43 | The Company’s auditors are responsible to attend every Shareholders’ Meeting whenever these occurs the agenda of considering the Company’s Balance Sheet, Profit and Loss Statements, or any accounting difficulties of the Company, in order to provide clarification or explanation on accounting audit to shareholders. The Company shall deliver all related reports and documents necessary for shareholders to its auditors as well. |
CHAPTER VIII
DIVIDEND AND RESERVE
| Article 44 | Dividends con not be disbursed from other sources of funds except profits. In the event that the Company has accumulated losses, no dividends will be paid. Dividend payments are equally divided according to the number of shares. Treasury stock will not receive any dividend payments. The Board of Directors may authorize interim dividend payments from time to time when there are reasonable profits to support the move and such decision will be announced at the next shareholders’ meeting. Dividend payments should be made within one (1) month from an Annual General Meeting or whenever the Board of Directors consents, according to circumstances. The notice has to be made in writing to all shareholders and the notification of impending dividend payments announced in Thai newspapers at least 3 consecutive days. |
| Article 45 | The Company has to allocate not less than 5% of annual net profits as statutory reserves, net of accumulated losses (if any), until the value of statutory reserves is not less than 10% of registered capital. |
CHAPTER IX
ADDITIONAL PROVISIONS
| Article 46 | The Company’s seal shall be as follows : |
