The Article of Association

of

ALUCON PUBLIC COMPANY LIMITED

Section 1 General Provisions 

Article 1.  This is an Article of Association of ALUCON PUBLIC COMPANY LIMITED. 

Article 2. The word “the Company” expressed on this article means ALUCON PUBLIC COMPANY LIMITED.

 Section 2 Issue shares 

Article 3. The Company has only an ordinary share. It values Ten Baht per share.

 Article 4. The Company’s share certificates are a specified name of certifications. 

Article 5. All share certificate of the Company must be affixed or printed with the signature of at least two directors and the seal of the Company. However, these methods shall be done under the provisions of the Securities and the Stock Exchange Act.

The Company, however, appoints the share registrar under the provisions of the Securities and the Stock Exchange Act to affix or print the Company’s share certificates on behalf of the Company’s directors without the Company’s seal.

In case of the Company’ s appoints the Security Exchange of Thailand (the SET) to be the Company’s share registrar, under supervision of the Securities and the Stock Exchange Act, the registration practices of the Company shall be stipulated by the share registrar.

Article 6. The Company may issue any securities by following the provisions of the Securities and the Stock Exchange Act. 

To issue and transfer all above securities in the first paragraph, the Company may practice by following the provisions of the Securities and the Stock Exchange Act or other relevant laws. 

Article 7. The Company may issue the share certificates within 2 months, starting from the date of share registration or at the date of fully paid those shares. 

Article 8.  In case the request of the copy of share register book from the Company’s shareholders, whether in a whole or a part, herewith attached the Company’s acknowledgement, if the shareholders requesting the copy already paid the highest fee by following the provision provided in the Public Limited Company Act, the Company must send this copy of the share register book to the shareholders within 14 days, since the request has been received.

Shareholders may request to receive new share certificates, if they are defective or erasable, by surrendering their share certificates to the Company. 

In case of stolen or destroyed share certificates, the Company’s shareholders must affirm the matter by showing evidence received from the inquiry official. 

The Company shall issue new share certificates for governing to the paragraph 1 and paragraph 2, as stated above, within the legal requirement period of time, if the shareholders consume the entire highest fee, as provided by laws. 

Article 9. The Company itself is prohibited to hold or pledge its shares. 

Section 3 Share Transfer 

Article 10. There is no provision of inalienability clauses of the Company’s share transfer. 

Article 11.  A transfer of shares shall be valid on a transferor’s having endorsed a share certificate stating the name of a transferee and the name of the transferor and the transferee having been subscribed thereon and the share certificate having been delivered to the transferee. 

The transfer of share may be used against the Company on the Company’s having received a request for registration of the transfer of share, and it may be used against a third person on the Company’s having registered it. 

On the Company’s having seen that the transfer of shares is lawful, the Company shall register it within 14 days from the date of receipt of the request. If the transfer of shares is not correct of valid, the Company shall notify the applicant within 7 days. 

In case to receive a new share certificate, the transferee sends the written requisition request signed by the transferee and a signatory of a witness and return these documents with the former share certificate to the Company. If the transfer of shares is correct and valid, the Company must register this transaction within 7 days and issues a new share certificate within 1 month, till the request received. 

On the shares of the Company’s having been listed as listed securities in the Stock Exchange of Thailand, the transfer of shares shall be incompliance with the law of Securities and Stock Exchange. 

Section 4 The Board of Directors 

Article 12. The Company shall have the Board of Directors comprising not less than 5 directors, and not less than one-half (1/2) of the total number of directors must have a residence in the Kingdom of Thailand 

Article 13. The Company’s directors shall be appointed by the Annual Ordinary General Meeting of Shareholders (the Meeting of Shareholders) by these following processes: 

(1) Each shareholder shall have one vote equal to the number of shares held multiplied by a number of elected directors.

(2) Each shareholder shall exercise all the votes he/she has under (1) to elect a person or persons to be directors. In case of election of persons to be directors, he/she shall not allot his/her votes to any such person at any number.

(3) The person who the highest votes in their respective order of the votes shall be elected as directors at the number equal to the number of directors of the Company or to the number of directors to be elected at such time. In the event of tie votes among the persons elected in order of respective high number of votes, which number exceeds the number of directors of the Company to elect of to be elected at such time, the Chairman shall have the casting vote. 

Article 14. At the Meeting of Shareholders, one-third of the directors shall retire from the office. If the number of the Directors cannot be divided into three parts, the number of the directors nearest to one-third must retire from the office 

Directors who have longest period of holding the position must be retired and ranking in alphabetical. The retiring director shall be re-elected by the Meeting of Shareholders. 

Article 15. In addition to the retirement by rotation, the directors shall retire upon: 

(1)  death;

(2)  resignation;

(3) disqualification or bring of the forbidden nature under Section 68 of the Public Limited Company Act B.E. 2535;

(4) retire by resolution of the meeting of shareholders pursuant to Article 18 of the Article of Association;

(5) retirement by the Court’s order. 

Article 16. A director to resign from the office shall tender his/her resignation to the Company, and his/her resignation will be effective from the date on which the resignation is delivered to the Company. 

The director, who resigns from the office under the paragraph 1, as stated above, may notify the resignation to the registrar at the Ministry of Commerce. 

Article 17.  In the event the office of a director is vacated otherwise than by rotation, the Board of directors may elect a person, who is qualified and is not of the forbidden nature under Section 68 of the Public Limited Company Act B.E. 2535, to replace such director at the following meeting of the Board of Directors unless the remaining tenure of the directors is less than 2 months. 

The Board of Directors’ resolution for governing the first paragraph must be passed by a vote not less than three-fourth (3/4) of the number of remaining directors. 

Article 18.  At the meeting of shareholders, it may pass a resolution retiring any directors from the office before the time of his/her retirement by rotation by a vote of not less than three-fourth (3/4) of the number of the shareholders present and entitled to vote and having share in the aggregate not less than one half of the number of shares held by the shareholders present and entitled to vote. 

Article 19.   A director may or may not be a shareholder of the Company. 

Article 20.  The Board of Directors shall elect one of its members to be the Chairman. 

The Board of Directors shall elect and appoint one of its members to be the Managing Director, and shall appoint the rest of its members to exercise power or perform as an executive and chair of the executive respectively. 

The Board of Directors shall have the power to entrust a director, any officeholder or any other person to exercise power or perform any act on its behalf. 

A director of the Board of Directors’ members shall have the power to sign his/her name of the authorized to sign their names to bind the Company. 

At the meeting of shareholders or the Board of Directors, shall have power to fix and amend an authorized director name who can sign binding the Company. 

The executive directors of the Company shall have additional remunerations, as the Company’s officers who have extra working tasks, apart from the remuneration received from the Company, as a director. 

Article 21.  Not less than a half of the total directors must be present at a meeting of the Board of Directors to constitute a quorum. In the case of the Chairman is not present at the meeting or is not able to perform his/her duty, the vice-chairman, if any, shall preside at the Meeting. If there is no vice-chairman, or, if there is chairman he/she is not able to perform his/her duty, the directors present shall choose one of their members to be chairman of the meeting. 

The decision of the meeting shall be made by a majority vote. 

A director has one vote, except the directors who have interest in a giving matter have no rights to vote on such matter, in case of an equality of vote the Chairman of the meeting a second or casting votes. 

Article 22.  The Chairman shall call for summoning the Board of Directors’ meeting. 

At least 2 directors to call for summoning the meeting and them Chairman shall fix the date of the meeting within 14 days.

In case of calling the Board of Directors’ Meeting, the Chairman or a person entrusted by him/her shall send a letter of summoning of the meeting to the directors not less than 7 days before the date of the Meeting, except in the event of necessary or urgency for the purpose of preserving rights and benefits of the Company, notice of the summoning of the meeting may otherwise be given and the date fixed for the Meeting may be earlier than that.

Article 23. A director shall follow all rule applications, business objectives and the Company’s Article of Association, including the resolutions passed by the shareholders’ meeting with duty of care and the Company’s benefits of preservation. 

Article 24. Directors are prohibited to incorporate into any partnership, or become a director into any juristic person whose have the same business purposes and to be competitive to the Company’s business unless receiving resolution from the meeting of shareholders. 

Article 25.  A director must give a notice without delay to the Company incase of coming into any interested transactions relevant to a business contract executed with the Company, or to increase holding shares or debentures of the Company or its subsidiary. 

Article 26. The Board of Directors’ Meeting shall be convened at least every three months. 

Article 27. Directors shall obtain remunerations and bonus in according to the resolutions passed by the Meeting of Shareholders. 

Section 5 Shareholders Meeting 

Article 28 The Board of Directors shall convene the Meeting of Shareholders within four months after the last date of the fiscal year of the Company. 

All other shareholders’ meeting apart from the aforementioned shall be called extraordinary meeting. The Board of Directors may summon an extraordinary meeting of shareholders whenever it sees fit, or the shareholders holding not less than one-fifth (1/5) in the aggregate of the total outstanding shares or not less than twenty-five (25) shareholders holding not less than one-tenth (1/10) in the aggregate of the total number of outstanding shares may at any time requisition in writing the summoning of the extraordinary meeting of shareholders. However, the reason for requisitioning the summoning of the meeting must also be clearly stated in the writing. The Board of Directors shall convene this meeting within one (1) month since receiving the shareholders’ writing requisition. 

Article 29 In summoning of the Meeting of Shareholders, the Board of Directors shall prepare relevant documents; they are the Notification of the Meeting of Shareholders detailed about venue, date and time, including agendas and related information presented in the Meeting of Shareholders attached with clear addressed purposes of each agenda for being considered, acknowledged, or approved. Then, the Board of Directors shall be responsible for sending all the documents to the shareholders at least 7 days and publishing the advertisement of the Meeting of schedule 3 days in newspaper and before the date of the Meeting, consecutively. 

Article 30  In the Meeting, the quorum shall be made from shareholders and proxy holders (if any) presenting in the Meeting at a number of not less than 25 persons or not less than a half of total numbers of registered shares and such shareholders shall hold shares altogether at not less than one-third of the total registered shares. 

In case of the Meeting cannot be summoned upon the requisition of shareholders, another Meeting shall be summoned and the notification convening the Meeting shall be sent to the shareholders within period of not less than 7 days from the date fixed for the Meeting without publishing the notification on the newspaper for the subsequent meeting and at such meeting no quorum shall be necessary required as provided before.

 Article 31 A resolution of the Meeting shall consist of the following voting numbers; 

(1) For the normal matters or transactions, they are required to obtain major votes of shareholders and entitled to vote in the Meeting of Shareholders. However, in case of a tie vote, the chairman of the Meeting of Shareholders presenting in the Meeting shall be entitled to a casting or second vote. 

(2) The following matters or transactions shall have three-forth (3/4) of the total votes of shareholders presenting and entitled to vote in the Meeting of Shareholders;

            (a) to sale or transfer, neither a whole or a part of business entity to any the third party,

            (b) to purchase or receive transferred business from the other person or private enterprise,

            (c) to enter into the material changes in a whole or a part of the Company’s hire-purchase agreement by the assignment of third party involving in the Company’s management or joint management with the other by aiming to receive any profits. 

Section 6 Accounting, Finance, and, Audit 

Article 32 The fiscal year of the Company shall commence on 1^st January and end on 31^st December of every year. 

Article 33.  The Company shall prepare and keep the Company’s accounts including audit required by relevant laws and balance sheet and profit & loss account at least a time of a year (12 months) regarding to accounting period of the Company. 

Article 34. The Board of directors shall be responsible to appropriate the Company’s Balance Sheet and Profit and Loss Statement at the last date of fiscal year and propose the required documents to the Meeting of Shareholders for the consideration. Also, the Board of Directors shall have responsibilities to receive an approval for all the required documents before proposing them to the Meeting of Shareholders for the consideration and approval, accordingly. 

 Article 35. The Board of Directors shall have responsibilities to send these documents to the shareholders attached with the Notification of the Meeting of Shareholders: 

            (1) The duplications of Balance Sheet and Profit and Loss already approved by the Company’s auditor attached with the auditor’s report.

            (2) The Annual report of the Board of Directors 

Article 36. The net profits of the Company shall be allocated at least 5 per cent to set up a legal reserve after deduction of unapproprirated retained earning (if any) until it meets as of 10 per cent of the Company’s registered capital. 

Article 37. The auditor shall not be directors, officers, employees or to hold any positions in the Company. 

Article 38.  The auditor shall have power to examine accounts, documents, and any other records concerning income, expenditure, as well as, assets and liabilities of the Company during the office hours of the Company.  To this, he/she shall have the power to inquire a director, an officer, an employee, any officeholder of the Company, and an agent of the Company, as well as, to require them to give and explanation on facts or submit documentation concerning the business operation of the Company.

 Article 39. The auditor shall have a duty to be present at the shareholders’ meeting of the Company every time the balance sheet, the profit and loss account, and problems concerning the accounts of the Company are considered in order to give explanation on audit to the shareholders. The Company shall deliver to the auditor reports and documents of the Company the shareholders ought to receive at such meeting of shareholders. 

Section 7 Dividend 

Article 40.  No dividend shall be distributed otherwise than out of profits. In the event the Company still incurs accumulated losses, no dividend shall be distributed.

Dividend shall be distributed equally for each share according to the number of shares. 

The Board of Directors may from time to time pay the shareholders such interim dividend as appeared to the Directors to be justified by the profits of the Company, and shall accordingly report to the shareholders at the subsequent meeting. 

Payment of dividend shall be made within one (1) month from the date on which the meeting of shareholders is held or resolution to that effect is passed by the Board of Directors, as the case may be, provided the shareholders are so notified in writing and notice of the declaration of the dividend is also published in the newspaper. 

Section 8 Debenture Issuing 

Article 41. The Company may issue and offer the debentures to the public by under the provisions of the Securities and the Stock Exchange Act. 

The clause of the Company conversion 

Article 42.  After the conversion of the Company to a public limited company registered by the registrar, it shall be deemed that: 

(1) The accounting period of 1994 of the Company, from the time of the Company’s conversion, shall continue from the date before this conversion. 

The Company’s accounting period shall staring from 1^st January 1994 through

31st December 1994. 

(2) Accumulated profits, legal reserve and other relevant reserve of the Company incurred before the conversion began, shall be deemed that they belongs into the Company till the effective date of conversion.

Article 43.  All assets, debts, rights and liabilities of the Company shall be transferred to the public limited company.

Article 44.  In addition to this article of association of provisions, the Public Limited Company Act B.E. 2535, and the Securities and The Stock Exchange Act B.E. 2535, the regulations of the Stock Exchange of Thailand (the SET), that may not be against the article of association, shall be governed to the Company.

Section 9 The relevant notification of the Stock Exchange of Thailand 

Article 45.  The Company shall be governed by the notification of the Stock Exchange of Thailand (the SET) for entering into any related transactions, or, related transactions of requisition or sells the Company’s assets or its subsidiary, as the case may be, by complying with the aforesaid regulations regulated by the SET.