4. The shares of the Company shall consist of ordinary shares, each having the value as specified in the Memorandum of Association of the Company.

The Company may issue preference shares, debentures, debentures convertible into ordinary shares or any other securities as permitted by the securities and exchange law. Preference shares of the Company, if any, may be convertible into ordinary shares.

5. Each share certificate of the Company shall contain the signature signed or printed by at least one director. The director may appoint the share registrar, in accordance with securities and exchange law, to sign or print its signature on the share certificate. If the Company appoints Thailand Securities Depository Co., Ltd. as the share registrar, the procedures in relation to any registrar work shall be done as specified by the share registrar.

6. A Company's share is indivisible. If two persons or more jointly hold one share or several shares, those persons shall appoint one single person among themselves to exercise the rights as a shareholder of the Company's shares.

7. The Company shall issue and deliver share certificates to each shareholder within two (2) months from the date on which the company registrar accepts the registration of the Company, or in case of the share offering after the registration of the Company, on receipt of the full payment of the share price.

8. In the case where a share certificate is materially damaged or defaced, the Company shall issue and deliver a new share certificate upon the existing share certificate being returned by the shareholder. In the case where a share certificate is lost or destroyed, a new share certificate shall be issued upon submission by the shareholder to the Company of any relevant evidence of a report being made to the investigation police officer, or if the Stock Exchange of Thailand is appointed as required by the share registrar, any evidence as the share registrar.

9. The Company shall not take its shares in pledge.

The Company has the power to repurchase its shares and dispose of them within the time specified by the Ministerial Regulations issued under the laws on public company and securities and exchange. If the Company does not dispose of or the Company is unable to dispose of all of the purchased-back shares within such specified time, the Company shall reduce the paid up registered capital by cutting off those registered shares in the number that have not been disposed.

The shares held by the Company shall not constitute a quorum of the shareholders’ meeting and shall not be entitled to vote and to receive a dividend.

The Company has the power to repurchase its shares in accordance with the above paragraph and upon the approval of shareholders of the Company. However, the Board of Directors has the power to approve the repurchase of the shares in an amount not exceeding ten (10) percent of the total fully-paid registered shares.

10. The Company's shares shall be transferable without restriction, except where the transfer would cause the Company to lose any rights and benefits to which it is entitled by law.

11. A transfer of Shares shall be valid upon the relevant share certificate being endorsed by the transferor with the transferee's name, signed by the transferor and transferee, and delivered to the transferee.

A transfer of shares shall be effective against the Company when the Company receives a request to have the transfer registered, and be valid against third parties upon the registration of the transfer by the Company.

Where a transfer of shares is considered, by the Company, to be legal, the Company shall register the transfer of shares within fourteen (14) days from the date of such request. If the transfer of shares is considered to be invalid, the Company shall notify the person making tile request within seven (7) days.

Upon the listing of the Company's shares on the Stock Exchange of Thailand, any transfer of the shares shall be made in accordance with the security and exchange law.

12. A share transferee wishing to acquire a new share certificate shall submit to the Company a written request signed by him/her and one witness, and shall return the existing share certificate to the Company. The Company shall register the share transfer within seven (7) days of the date of receipt of the request and issue a new share certificate within one (1) month of the date of receipt of the request.

13. In the case of death or bankruptcy of a shareholder, the heir, administrator, or any person entitled to the shares of such shareholder shall show to the Company lawful and complete evidence of his/her entitlement and if the Company determines that such evidence is correct and valid and is not in contrary to these Articles, the Company shall register his/her in the shareholder register and issue a new share certificate to him/her within one (1) month of the date of receipt of such complete evidence.

14. During the period of twenty one (21) days prior to each shareholders’ meeting, the Company may cease to accept registration of share transfers by notifying the shareholders in advance at the Company's head office and every branch office (if any) at least fourteen (14) days prior to the commencement date of cessation thereof.

15. The Company shall have a Board of Directors which consists of at least five (5) persons and at least half (1/2) of the directors shall reside within the Kingdom of Thailand.

16. Each director shall be a natural person and may or may not be a shareholder of the Company and shall meet the following qualifications:

1. being of legal age (sui juris);
2. not being a bankrupt, incompetent, or quasi-incompetent person;
3. not having been imprisoned by final court judgment on offense relating to property committed with dishonest intent; and
4. not having been punished by, or removed or dismissed from, government or state agencies, organizations or entities on misconduct of duties

17. The directors shall be elected by the shareholders’ meeting under the following rules and procedures:

1. each shareholder shall have one vote per share held by him/her;
2. each shareholder shall exercise all of the votes applicable under (1) in electing one or several directors but shall not divide votes among any particular candidate; and
3. any candidates who have the most votes, in order descending from the highest number of votes received to the lowest, shall be elected as directors provided that the number of the directors shall be equivalent to the number of directors required at such election; if two candidates have equal votes, the Chairman shall have a casting vote.

18. At every Annual General Meeting, one third (1/3) of the directors, or, if their number cannot be divided by three (3), then’ the number nearest to one third (1/3) shall retire from the office.

In the first and second years following the establishment of the Company, the retiring directors shall be drawn try lots. In the third year and subsequent years; the directors who hold the longest term in office shall retire. The retired directors may be re elected to the office.

19. Apart from retirement by rotation, the directors shall vacate their offices upon:

1. death;
2. resignation;
3. lack of qualifications, or possession of prohibited characters as specified under Article 16;
4. removal by a resolution of the shareholders’ meeting under Article 22; or
5. removal by a court order

20. Any director who wishes to resign from his 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 under the above paragraph may inform the Company's registrar of his resignation.

21. In case of a vacancy in the number of directors other than a retirement by rotation, the Board of Directors shall elect a person who is qualified and not prohibited under Article 16 to fill the vacancy at the next Board of Directors meeting except when the remaining term of the former director is less than two (2) months.

The resolution of the Board of Directors under the above paragraph shall acquire a three quarter (3/4) vote of the remaining directors.

The replacement director shall retain his/her office only during the period for which the former director was entitled.

22. The shareholders’ meeting may resolve to remove any director from the office before the expiration of his/her term of office by rotation by a vote of not less than three-quarter (3/4) of the shareholders present and eligible to vote at the meeting and who have shares totaling not less than one half (1/2) of all shares held by the shareholders present and eligible to vote.

23. The directors shall be entitled to receive remuneration from the Company by means of meeting allowance, pension, bonus or any other benefits as approved by the shareholder's meeting. The remuneration may be fixed from time to time or for a specified time until a shareholder's meeting resolves to change otherwise.

The provision in the first paragraph shall not prejudge the rights of the Company's staff or employees who are appointed as directors in respect of their entitlement to receive remuneration and benefits as staff or employees of the Company.

24. The Board shall assign one (1) director to be a Chairman and fix his term of office.

The Board of Directors may assign one (1) director or several directors to be Vice Chairman/Chairmen as it deems appropriate, Vice Chairman have the duty under these Articles to be responsible for any business assigned by the Chairman.

25. A quorum of the Board of Directors meeting requires the presence of at least half of all directors. If the Chairman is not present or is unable to perform his/her duties, the Vice Chairman present at the meeting shall act as the presiding Chairman, in case the Vice Chairman is not present or unable to perform his/her duties, the director present at the meeting shall elect among them the presiding Chairman.

Decisions at the meeting shall be made by majority vote.

Each director is entitled to one (1) vote except that the director who has interests in any matter shall not be entitled to vote on such matter, in the event of a tie vote, the presiding Chairman shall have a casting vote.

26. The Chairman shall call the Board of Directors meeting

In the event that two (2) directors or more may request the Board's meeting. The Chairman shall determine the date for the Board of Directors meeting within fourteen (14) days from the date of receipt of the request.

27. The Chairman or his/her designated person shall send a notice of the Board of Directors meeting to all directors at least three (3) days prior to the Board of Directors meeting except in an emergency to preserve the rights and benefits of the Company, the meeting may be called by electronic means or other methods and the meeting date may be fixed sooner than the period of time specified above.

28. The directors shall act in compliance with the laws, the Company's objectives, these Articles, and the resolutions of the shareholders’ meetings.

The Board of Directors may assign one or more directors or any other person to perform any acts on behalf of the Board of Directors.

29. No director shall operate, or become an unlimited liability partner or director in any legal entity which operates, the same and competitive business as the Company does unless prior notice was given to the shareholders’ meeting of this matter before the approval of a resolution for his/her appointment.

30. The directors shall without delay, inform the Company of his/her interests in any contract entered into by the Company, or of his/her increase or decrease in holding of shares or debentures of the Company or any subsidiary company.

31. The Board of Directors meeting must be held at least once (1) time every three (3) months at the registered office of the Company, the branch office or at any adjacent provinces or the Directors meeting may be held as electronic meeting in compliance with the requirements stipulated by laws. In case of the electronic meeting it shall be deemed that the Company's head office is the place of meeting 32. The Company shall be bound by the signatures of two authorized directors jointly affixed with the Company's seal.

32. The Board of Directors may fix and amend the list of authorized directors who can sign with the Company's seal to bind the Company.

33. An Annual General Meeting of shareholders shall be held within four (4) months after the end of the accounting year of the Company.

Any other shareholders’ meeting shall be called an “Extraordinary General Meeting”. The Board of Directors may call an Extraordinary General Meeting whenever it is appropriate, Shareholders holding an aggregate amount of not lose than one fifth (1/5) of all issued shares or at least twenty-five (25) shareholders holding the aggregate amount of not less than one-tenth (1/10) of all issued shares, may request in writing to the Board of Directors to call an Extraordinary General Meeting at any time. The request shall clearly specify the reason for summoning the meeting. The Board of Directors shall call a meeting take place within one (1) month from the date of receipt of the request.

An Annual General Meeting of shareholders shall be held within four (4) months after the end of the accounting year of the Company

Any other shareholders’ meeting shall be called an “Extraordinary General Meeting”. The Board of Directors may call an Extraordinary General Meeting whenever it is appropriate, Shareholders holding shares amounting not less than ten (10) percent of all issued shares, may request in writing to the Board of Directors to call an Extraordinary General Meeting at any time. The request shall clearly specify the reason for summoning the meeting. The Board of Directors shall call a meeting take place within (45) days from the date of receipt of the request.

In the case that the board of directors does not call a shareholders’ meeting within the period, shareholder(s) who subscribe their names or other shareholder(s) who hold shares in aggregate as prescribed by law, may call the shareholders’ meeting within (45) days from the end of the period under the third paragraph. In this case, it shall be deemed that the shareholders ‘meeting is called by the board of directors. The Company shall bear all necessary expenses arising from the arrangement for such shareholders ‘meeting and provide any reasonable facilitation.

In the case that such shareholders’meeting is called as a result of a request by the shareholders under the third paragraph, if the number of shareholders attending the meeting does not constitute a quorum as prescribed in this Articles’ of Association, the shareholders under the third paragraph shall jointly be responsible for the expenses arising from the arrangement for such shareholders meeting to the Company

34. In calling a shareholders’ meeting, the Board of Directors shall prepare a written notice of the meeting. This notice shall be delivered to the shareholders and the registrar for their information at least seven (7) days prior to the date of the meeting. The notice shall state the place, date, time, agenda of the meeting and matters to be proposed to the meeting with reasonable details, by indicating clearly whether it is a matter proposed for information, for approval or for consideration, as the case may be, including the related opinions of the Board of Directors. The notice of meeting shall also be published in a newspaper in Thai language, printed and sold in the area of the head office of the Company or electronic media in compliance with the requirements stipulated by laws for three (3) consecutive days at least three (3) days prior to the meeting date. The notice of the meeting may be sent in an electronic form in compliance with the requirements stipulated by laws.

The shareholders’ meeting of the Company shall be held in an area where the registered office of the Company or its branch office is located or at any adjacent provinces or may be held as electronic meeting. In case of the electronic meeting it shall be deemed that the Company's head office is the place of meeting.

35. In a shareholders’ meeting, a quorum shall be constituted by at least twenty five (25) shareholders, present in person or by proxy (if any), representing not less than one third (1/3) of all issued shares, or by at least one half (1/2) of all shareholders, present in person or by proxy (if any), representing not less than one-third (1/3) of all issued shares.

After one (1) hour from the time fixed for the shareholders’ meeting, if the required quorum is not constituted, the meeting, if called by a request of shareholders, shall be dissolved. If such meeting is not called by a shareholders’ request, another meeting shall be convened and a notice of the meeting shall be sent to the shareholders note less than seven (7) days prior to the meeting date. No quorum shall be required at such meeting.

36. In any shareholders’ meeting, a shareholder may appoint a proxy to represent him/her at the meeting and vote on his/her behalf. An instrument appointing a proxy shall be made in writing and signed by the shareholder who appoints tile proxy in accordance with the form specified by the registrar or in an electronic form in compliance with the requirements stipulated by laws.

Such instrument shall be submitted at the place of the meeting to the Chairman or his/her designated person before the proxy attends the meeting.

37. The Chairman of the Board of Directors shall preside over the shareholders’ meetings. In the event that the Chairman is not present or unable to perform his/her duties, the Vice Chairman, if present, shall act as the presiding Chairman. If the Vice Chairman is not present or unable to perform his/her duties, the shareholders present at the meeting shall elect one of their members to be the presiding Chairman.

38. In casting votes, each shareholder shall have one vote for each share held by him/her. The resolutions of the shareholders’ meetings shall be approved by votes as follows;

1. in normal cases, a resolution of the shareholder's meetings shall be approved by a majority vote of the shareholders present and eligible to vote and in case of a tie vote, the Chairman of the shareholders’ meeting shall have a final casting vote; and
2. in the following cases, a vote of not less than three quarter (3/4) of all shareholders present and eligible to vote shall be required:
   • sale or transfer of the whole or substantial parts of the business of the Company to other persons;
   • purchase or acceptance by the Company of transfer of the business of other companies or private company;
   • entry into, amendment to, or termination of, any contracts with respect to the granting of lease of the whole or substantial parts of the Company's business; assignment of the management of the Company's business to any other personal;
   • amalgamation of the business with any entities for the purpose of profit and loss sharing;
   • amendment to the memorandum of association and these Articles;
   • increase of capital or reduction of capital or issuance of debentures; or
   • amalgamation or dissolution of the Company

39. -Cancelled-

40. An Annual General Meeting shall be summoned:

1. to consider the Board of Directors report on the Company's performance during the previous year:
2. to consider and approve the balance sheet;
3. to consider the allocation of dividends;
4. to elect any new director in replacement of the former director who, retires by rotation;
5. to elect the auditor and specify the audit fees; and
6. to consider other business (if any).

41. The Company's accounting period shall commence from 1st January and end on 31st December of each year.

42. The Company shall cause its books and accounts prepared and kept, and the auditing shall be conducted, according to relevant law. The balance sheet and profit and loss accounts shall be prepared at least once in every 12 months which are the Company's accounting period.

43. The Board of Directors shall prepare the balance sheet and profit and loss accounts as at the end of each accounting period which shall be audited by the auditor prior to submission to the Annual General Meeting for its consideration and approval.

44. The Board of Directors shall send the following documents to the shareholders together with the notice of the Annual General Meeting:

1. a copy of the audited balance sheet and profit and loss accounts, together with the auditor's report; and
2. an annual report prepared by the Board of directors.

45. Dividends shall not be paid other than out of profits. If the Company has incurred accumulated loss, no dividend shall be distributed.

Dividends on ordinary shares shall be distributed according to the number of shares and on a pro rata basis.

The Board of Directors may pay interim dividends to the shareholders from time to time if it believes that the profits of the Company justify such payment. Such payment shall be reported to the shareholders at the next shareholders’ meeting.

Payment of dividends shall be made within one (1) month of the date of the resolution passed by the shareholders’ meeting of the Board of Directors meeting, as the case may be. A written notice of the dividend payment shall be given to the shareholders and published in a Thai daily newspaper for three (3) consecutive days.

The written notice of the dividend payment may be given in an electronic form or published in electronic media in compliance with requirements stipulated by laws.

46. The Company shall allocate at least five (5) percent of its annual net profit less the accumulated loss carried forward (if any) to a reserve fund until this attains an amount equal at least ten (10) percent of the registered capital.

Beside the reserve fund specified under the above paragraph, the Board of Directors may ask the shareholders’ meeting to approve the allocation of various reserve funds for the purpose of conducting any of the Company's business.

47. No auditor shall be a director, staff, employee or person holding any position in the Company.

48. The auditor has the right to examine all books of accounts, records and documents relating to the Company's income, expanse, assets, and liabilities at any time during the office hours of the Company. For this purpose, the auditor shall be entitled to request any director, staff member, employee, responsible person, and agent of the Company to provide any fact clarification or documents relating to the Company's business.

49. The auditor is responsible for attending every shareholder's meeting which is held to consider the balance sheets and the profit and loss accounts, and any accounting matter in order to clarify the audit to the shareholders. The Company shall also deliver to the auditor all reports and documents of the Company to which the shareholders are entitled to receive at such meeting.

50. The seal of the Company shall be as follows:

1. Company Seal 1

The above seal, other than the Company Seal 2 below, shall be used for any juristic at having legal binding against the Company.

2. Company Seal 2

The seal shall only be used with respect to custom procedures or execution of cheques, promissory notes, bills, depository notes, drafts, applications requesting the bank to issue a letter or credit or a trust receipt, bill of lading, documents applying for an exemption from taxation on imported raw and necessary materials and documents for controlling the inventory of raw and necessary materials in order to be submitted to the Board of Investment.

51. Where it is done appropriate or necessary, any amendment to or variation of there Articles, shall be made by the shareholders’ meeting in accordance with the relevant laws.