Articles of Association of Srithai Superware Public Company Limited
Chapter 1: General Provisions
Clause 1: These Articles shall be called the Articles of Association of Srithai Superware Public Company Limited.
Clause 2: In these Articles, the “Company” refers to Srithai Superware Public Company Limited.
Clause 3: Any matters not stipulated herein shall be governed and enforced in accordance with the provisions of the Public Limited Companies Act in all respects.
Chapter 2: Issuance of Shares
Clause 4: The Company’s shares are ordinary shares of equal par value unless otherwise provided in these Articles. The Company’s ordinary shares are freely transferable without restriction, except that foreign nationals may hold no more than 45% of the total issued ordinary shares.
Clause 5: Share certificates shall be in the name of the shareholder and signed by at least one director.
Clause 6: The Company shall issue share certificates to shareholders within two months from the date of registration or full payment for newly issued shares.
Clause 7: In case of loss, blurring, or damage to a share certificate in a material part, the Company shall issue a new certificate within 14 days from the request date. A fee of Baht 5 per certificate shall be paid.
Clause 8: The Company shall neither own nor pledge its own shares.
This clause shall not apply in the following cases:
(1) The Company may repurchase shares from dissenting shareholders who disagree with resolutions to amend voting rights or dividend entitlements if such resolutions are deemed unfair.
(2) The Company may repurchase shares for financial management purposes when there is surplus liquidity and the buyback does not cause financial trouble.
Repurchased shares shall not be counted toward the quorum, have no voting rights, and are not entitled to dividends. They must be resold within the period prescribed by law. If unsold, the Company must reduce registered capital accordingly.
Repurchase, resale, and cancellation of shares shall comply with legal procedures.
Share repurchases must be approved by shareholders unless the repurchase amount is no more than 10% of paid-up capital, in which case the Board may approve.
Chapter 3: Share Transfer
Clause 9: Shares are freely transferable unless:
(1) It causes the Company to lose legal rights or benefits.
(2) It causes foreign nationals to hold more than 45% of the total capital.
Clause 10: A share transfer is valid when the transferor endorses the certificate with the transferee’s name, both parties sign, and the certificate is delivered to the transferee.
The transfer becomes binding on the Company upon receiving a request to register the transfer and is binding on third parties once registered.
If the Company deems the transfer lawful, it shall register it within 14 days. Otherwise, it must notify the applicant within 7 days.
If the shares are listed on the Stock Exchange of Thailand, transfer shall follow securities laws.
Other securities transfers shall also follow the Securities and Exchange Act.
Clause 11: If a transferee wishes to receive a new share certificate, they must submit a written request signed by themselves and one witness, along with the old certificate. The Company must register the transfer within 7 days and issue a new certificate within one month.
Chapter 4: Board of Directors
Clause 12: The Board shall consist of 5 to 12 directors, with no less than half residing in Thailand.
Authorized signatories require two directors jointly signing and affixing the Company seal.
The Shareholders’ General meeting or the Board of Directors’ meeting shall have the authority to determine or amend the list of authorized directors who can sign on behalf of the Company as deemed appropriate.
Clause 13: The Shareholders’ General meeting shall elect the directors in accordance with the criteria and procedures as follows:
(1) One share equals one vote.
(2) Each shareholder must use all of their votes as specified in (1) to elect one or more individuals as directors. However, the shareholder may not split their votes to allocate different numbers of votes to different candidates.
(3) The candidates with the highest votes will be elected as directors in order of highest votes. In case of a tie for the last position, the chairman shall cast the deciding vote.
Clause 14: One-third of the directors shall retire annually. If not divisible by three, the number nearest to one-third shall retire.
The directors who shall retire in the first and second years following the company’s registration shall be determined by drawing lots. In subsequent years, the directors who have been in office the longest shall retire.
Clause 15: In addition to retirement by rotation, a director may vacate their position when:
(1) Death
(2) Resignation
(3) Disqualification or prohibition under Section 68 of the Public Limited Companies Act B.E.2535
(4) Removal by shareholders under Clause 18
(5) Court order
Clause 16: A director may resign by submitting a resignation letter to the Company, effective upon receipt. They may notify the registrar as well.
Clause 17: If a director position becomes vacant otherwise than by rotation, the Board shall appoint a qualified person without disqualifications under Section 68 at the next Board meeting, unless the term remaining is less than two months.
In the event that a directorship becomes vacant for reasons other than retirement by rotation, the Board of Directors shall select a qualified person who is not subject to any prohibitions under Section 68 of the Public Limited Companies Act B.E. 2535 to fill the vacancy at the next Board meeting, unless the remaining term of the director is less than two months. The person appointed as a replacement director shall hold office only for the remaining term of the director whom they replace.
A resolution of the Board of Directors under the first paragraph must be passed by a vote of not less than three-fourths of the remaining directors.
Clause 18: Shareholders may remove a director before the end of term by a vote of not less than three-fourths of those present and voting, representing at least half of the shares held by those present.
Clause 19: A director may or may not be a shareholder of the Company.
Clause 20: The Board shall elect one director as Chairman.
If the Board of Directors deems it appropriate, one or more directors may be elected as Vice Chairman. The Vice Chairman shall perform duties as prescribed in the regulations and as assigned by the Chairman.
Clause 21: At a Board of Directors meeting, a quorum shall be constituted when no less than half of the total number of directors are present. In the absence of the Chairman or if the Chairman is unable to perform duties, the Vice Chairman, if present, shall preside over the meeting. If there is no Vice Chairman or if the Vice Chairman is unable to perform duties, the attending directors shall elect one among themselves to act as the Chairman of the meeting.
Decisions are by majority vote. Each director has one vote, except those with a conflict of interest. In a tie, the Chairman has a casting vote.
Clause 22: For a Board of Directors meeting, the Chairman or a designated representative shall send a notice of the meeting to the directors no less than seven days before the meeting date. However, in cases of urgency to protect the rights or interests of the company, the meeting may be called by other means, and the meeting date may be scheduled sooner as necessary.
Clause 23: Directors must act in accordance with the law, objectives, Company Articles as well as resolutions of the Shareholders’ meeting.
Clause 24: Director shall not engage in or become a partner or shareholder in any other legal entity that operates the same type of business and competes with the company, unless such involvement has been disclosed to the Shareholders’ meeting prior to the resolution on the appointment.
Clause 25: Directors must promptly notify the Company if they have an interest in any contract or changes in shareholding in the Company or affiliates.
Clause 26: The Board must meet at least once every three months.
Clause 26/1: In the event that the Company or subsidiary enters into a connected transaction as defined by the relevant notification of the Stock Exchange governing connected transactions of listed companies, the Company shall comply with the criteria and procedures prescribed in such notification.
Chapter 5: Shareholders’ Meetings
Clause 27: Shareholders’ meeting other than those previously mentioned shall be called an extraordinary general meeting. The Board of Directors may convene an extraordinary general meeting at any time as it deems appropriate. Additionally, shareholders holding shares amounting to not less than one-fifth of the total issued shares, or at least twenty-five shareholders holding shares amounting to not less than one-tenth of the total issued shares, may jointly submit a written request to the Board of Directors to convene an extraordinary general meeting at any time, provided that the request clearly states the reasons for calling the meeting. In such a case, the Board of Directors must convene the Shareholders’ meeting within one month from the date of receiving the request from the shareholders.
Clause 28: Notices of meetings shall specify the venue, date, time, agenda, and purpose (for acknowledgment, approval, or consideration). Notices must be sent to shareholders and the registrar at least seven days prior and advertised in a newspaper for three consecutive days.
Clause 29: In a shareholders’ meeting, there must be at least twenty-five shareholders and proxies (if any) present, or not less than half of the total number of shareholders, and the total number of shares represented must not be less than one-third of the total issued shares in order to constitute a quorum.
In the event that, after the scheduled time for the Shareholders’ meeting has passed for one hour, the number of shareholders attending the meeting is insufficient to form a quorum as required, if the meeting was called at the request of the shareholders, the meeting shall be adjourned. If the meeting was not called at the shareholders’ request, a new meeting shall be scheduled, and a notice of the meeting must be sent to the shareholders at least seven days before the meeting date. For the subsequent meeting, a quorum is not required.
Clause 30: The resolution of the Shareholders’ meeting shall be determined by the following votes:
(1) Ordinary matters: by majority vote of those present and voting. In case of a tie, the Chairman casts the deciding vote.
(2) Special matters (requiring three-fourths of votes of those present and entitled to vote):
- The sale or transfer of the entire or a significant part of the Company’s business to another party.
- The purchase or acquisition of another company’s business or a private Company’s business into the Company.
- The making, amending, or termination of contracts related to leasing the entire or a significant part of the Company’s business, the delegation of business management to another party, or the merger with another party with the purpose of sharing profits and losses.
Clause 31: The business to be conducted at the Annual General Meeting is as follows:
(1) Consider the report of the board of directors presented to the meeting, demonstrating how the Company’s business was managed in the past year
(2) Consider and approve the balance sheet
(3) Consider and allocate profits
(4) Elect directors to replace those retiring by rotation
(5) Appoint the auditor
(6) Other business
Chapter 6: Accounting, Finance, and Auditing
Clause 32: The fiscal year starts on January 1 and ends on December 31.
Clause 33: The Company must maintain and keep accounts, as well as conduct audits in accordance with the relevant laws, and must prepare a balance sheet and profit and loss statement at least once within 12 month period, which corresponds to the Company’s fiscal year.
Clause 34: The Board of Directors must ensure that a balance sheet and profit and loss statement as of the end of the Company’s fiscal year are prepared and submitted to the Shareholders’ General Meeting for approval. The Board must also ensure that the auditors complete their audit before presenting the financial statements to the Shareholders’ meeting.
Clause 35: The Board of Directors must send the following documents to the shareholders along with the notice of the Annual General meeting.
(1) A copy of the audited balance sheet and profit and loss statement, along with the Auditor’s report.
(2) The annual report of the board of directors.
Clause 36: Dividends shall not be distributed from any funds other than profits. In the case where the Company still has accumulated losses, no dividends shall be distributed. Dividends shall be distributed equally per share.
The Board of Directors may pay interim dividends to shareholders from time to time when it deems that the Company has sufficient profits to do so, and report it to the Shareholders’ meeting at the next meeting.
The payment of dividends shall be made within one month from the date of the resolution by the Shareholders’ meeting or the Board of Directors, as the case may be. A written notice shall be sent to the shareholders, and an announcement of the dividend payment shall be published in the newspaper.
Clause 37: The Company must allocate the annual net profit in accordance with the Public Limited Companies Act.
Clause 38: The auditor must not be a director, employee, or person holding any position in the Company.
Clause 39: The auditor has the authority to examine the accounts, documents, and any other evidence related to the Company’s income, expenses, as well as its assets and liabilities during the company’s working hours. In this regard, the auditor has the authority to inquire with the directors, employees, officers holding any position in the Company, and the Company’s representatives, and may request clarification of facts or submission of documents related to the Company’s operations.
Clause 40: The auditor is required to attend the Shareholders’ meetings of the Company whenever the balance sheet, profit and loss statement, and any accounting issues of the Company are being considered, in order to explain the audit findings to the shareholders. The Company must also send the reports and documents that shareholders are entitled to receive at that meeting to the auditor.
Chapter 7: Additional Provisions
Clause 41: The Company’s seal shall be as imprinted below:
— Company Seal —
Clause 42: These regulations may be amended or modified as necessary or appropriate, and such changes may be made by the Shareholders’ meeting in accordance with the law.
