Articles of Association Of Dhanamitr Factoring Public Company Limited

Articles of Association Of

Dhanamitr Factoring Public Company Limited

Chapter 1 General Provisions

Article 1 This Articles of Association means “The Articles of Association of Dhanamitr Factoring Public Company Limited”

Article 2 “Company” means Dhanamitr Factoring Public Company Limited except the context or subject requires a different meaning.

Article 3 Unless otherwise provided herein, the provisions of the law governing public company limited and the securities and stock exchange shall apply.

Article 4 As the Company has been listed in the Stock Exchange of Thailand, in case the Company or subsidiaries enter into the connected transaction or the acquisition or disposal of assets of the Company or subsidiaries according to the principle prescribed by the notice of the Stock Exchange of Thailand (depending on which cases), the Company shall follow the principle and the method governing such notice.

Chapter 2 Shares and Shareholders

Article 5 All shares of the Company shall consist sorely of the common shares and amount of shares will paid in full by cash or other assets that is equivalent to cash.

The Company has the right to issue and offer for sale of the common shares, preferred shares, debentures, warrants or any other instruments as prescribed or as permitted by the law governing securities and stock exchange.

Article 6 Every share certificates enter in named certificates and must bear an affixed or printed signature of at least one director. However, the director may entrust a Share Registrar pursuant to the law governing securities and stock exchange to bear an affixed or printed signature instead.

Article 7 Signing in a share certificate or other certificates, the director or a Share Registrar may sign by hand

or printing machine or computer or any stamp following by the regulation and procedure governing

securities and stock exchange.

The Company shall keep the register of shareholders and registration supporting evidence at the head office of the company. Nevertheless, the Company may assign Thailand Securities Depository Company Limited to be the Company Registrar. When assigning Thailand Securities Depository Company Limited, the process relevant to the company registrar duties must follow by the rule determined by the Company Registrar.

Article 8 The Company must prepare share certificates for delivery to the shareholders within two months from the date of registration of the Company by the Registrar or from the date of receipt of payment for all shares in case the Company distributed the remaining shares or newly issued shares after registration of the Company.

Article 9 In case the share certificate is damaged or defaced in essence, a shareholder may request the Company to issue a new share certificate in lieu of the original share certificate.

In case the share certificate is lost or destroyed, a shareholder must bring an evidence of complaint filed with an inquiry officer or any appropriated evidence to submit to the Company.

In both cases, The Company will issue a new share certificate within a period of time prescribed by law. The Company may request the fee for issuing a new share certificate in substitution and the rate must not be higher than the rate prescribed by law.

The share certificate which is lost or defaced or damaged in essence and for which a new share certificate has been issued in substitution, shall be deemed revoked.

Article10 The Company may not own its shares or take them in pledge except for the following circumstances:

(1) The Company may buy-back its shares from the shareholders who vote against a shareholder’s resolution approving amendments to Article of Association concerning voting right and dividend entitlement since they consider that they are unfairly treated.

(2) The Company may buy-back its shares for the purpose of financial management when the Company accumulated profits and surplus liquidity and the repurchase of shares much not cause the Company into financial difficulties.

Provided that the shares bought back and held by the Company will not be counted to form a quorum for shareholders’ meeting and will not have any voting rights or any right to receive dividends.

The Company must dispose of the bought back in the above paragraph within the period of time

prescribed by ministerial regulation. If the Company fails to dispose of the share bought back within

the specific time, the Company will reduce its paid up capital by way of registered share cutting for the indisposed portion.

The shares buy-back, the disposition of shares and the registered share cutting shall be in accordance with the principles and procedures as prescribed by the ministerial regulation.

Article11 As the Company has been listed in the Stock Exchange of Thailand, provided that any of such repurchase of share by the Company must obtain prior approval from the shareholders unless each time of such repurchase is not in excess of 10 percent of the total issued and paid-up shares of the Company for which the Board of Directors shall have power to grant approval.

Charter 3 Transfer of Shares

Article12 The shares of the Company are transferable without any restriction, unless such a transfer shall render aliens to hold shares in the Company in excess of twenty-five percent of all issued shares.

Article13 A transfer of shares shall be valid only upon a transferor having endorsed a share certificate stating the name of a transferee sign their name therein then deliver such share certificate to the transferee.

The transfer of shares may be used as proof to the Company when the Company has received the application for registration of the transfer of shares, but may be used as proof to outside persons when the Company has registered the transfer of the transfer of shares.

In this connection, if the Company is of the opinion that the transfer of shares is in order the Company shall register the transfer of shares within fourteen days from the date of receipt of the application. On the contrary, if the Company finds the transfer of shares incomplete, the Company shall notify the applicant according within seven days.

Upon the shares of the Company having been registered as registered securities in the Stock Exchange of Thailand, the transfer of shares shall be in accordance with the law governing securities and stock exchange.

Article14 If a transferee wishes to obtain a new share certificate, he may make a written request signed by him

and certified by at least one witness and submit it to the Company together with the original share

certificate. The Company shall, after having examined the correctness, register the transfer of shares

within seven days and issue the new share certificate within one month since receiving the request.

Chapter 4

Issue and Offer and Transfer of Securities

Article15 An issue, offer and transfer of securities to the public or to any person shall be in accordance with the law governing public company limited and the securities and stock exchange.

A transfer of other securities that are registered in the Stock Exchange of Thailand or any secondary markets, except the common shares, shall be in accordance with the law governing securities and stock exchange.

“Securities” mean the securities as defined in the definition of the law governing securities and stock e xchange.

Chapter 5 Board of Directors

Article16 The Company shall have a Board of Directors comprising not less than five directors but not more than fifteen directors to carry out the Company business. Not less than the total number of directors must have residence in the Kingdom of Thailand.

The director may or may not be a shareholder of the Company.

Article17 The director shall be elected at shareholder meeting in accordance with the following rules and methods:

(1) Each shareholder shall have one vote per share

(2) Each shareholder may exercise all the votes he has under (1) to elect one or several persons as directors, but may not allot his votes to any person at any number.

(3) The person who received highest votes in their respective order of the votes shall be elected as director at the number of directors that the Company may have or that are to be elected at such meeting. In the event of equal votes among the person elected in order of respective high numbers of votes, which number exceeds the number of directors that the Company may have or that are to be elected at such meeting, the Chairman of the meeting shall have a casting vote.

Article18 At each Annual General Meeting, one-third (1/3) of the directors or, if their number is not multiple of three then the number nearest to one-third must retire from office.

The retiring directors by rotation shall be re-elected to the position.

The director who retired during the first and second years following the registration of the Company shall be drawn by lots. In every subsequent year the directors who have been longest in position shall retire.

Article19 In addition to the retirement by rotation, the director shall be vacated upon:

(1) death ; (2) resignation ;

(3) disqualification or being of a forbidden nature under by law governing public company limited and the securities and stock exchange ;

(4) removal by the resolution of the shareholder meeting in accordance with Article 210 (5) removal by the order of the court.

Article20 Any director who wishes to resign from his position shall submit a resignation letter to the Company.

The resignation shall be effective from the date that the resignation letter reaches to the Company.

The director who resigns as mentioned in foregoing statement may inform his resignation to the Registrar as well.

Article21 The shareholders meeting may adapt a resolution that any director vacates his position before the expiry of his term by the resolution passed by the vote of not less than three-fourths of the number of the shareholders present and entitled to vote at the general meeting and holding at least half of the number of shares held by shareholders attending the meeting and being entitled to vote.

Article22 In case a directorship becomes vacant for reasons other than retirement upon the expiry of his term, the Board of Directors may elect the person who has the appropriate qualifications and is not of a forbidden nature under the law governing public company limited and the securities and stock exchange as the replacement, unless the remaining duration of the director’s term of office is less than two months. The replacement shall hold position for the remaining term of office of the directors whom he replaces.

Article23 A director is entitled to remuneration from the Company pursuant to the consideration of the shareholders meeting and passed a resolution by not less than two-thirds (2/3) of the shareholder present at the meeting. The remuneration may be fixed or specified from time to time according to the regulation laid out, or let it remain effective until there is a change. Moreover, a director is also entitled to a per diem and nay fringe benefits according to the regulation of the Company.

Article24 The Board of Directors shall elect a director to be the Chairman of the Board.

The Board of Directors may elect one or more to be a Vice Chairman to perform duties, prescribed in the Article of Association and to have powers and duties as assigned by the Chairman.

Article25 At the meeting of the Board of Directors, not less than one-half of the directors must be present to

form the quorum. The Chairman shall preside as the chairman of the meeting of the Board of

Directors. In the event the Chairman is absent or unable to perform his duties, the Vice Chairman shall preside as the Chairman at such meeting. If there is no Vice Chairman or he is absent or is unable to perform his duties, the meeting shall then elect one of the directors present at the meeting to be the Chairman.

The decision of the meeting of the Board of Directors shall be made by the majority of votes. A director shall have one vote, except a director having interests in any matter who shall have no right to vote in such matter. In case of equality of vote, the Chairman of the meeting shall have a casting vote.

Article26 In calling a meeting the Board of Directors, the Chairman or the person assigned by him shall send out a notice of meeting to the directors not less than seven days in advance of the date of the meeting, except in case of urgency for the purpose of maintaining rights or benefits of the company, the notice of the meeting may be served by other means and an earlier date may be fixed for the meeting.

Article27 In operating business of the company, the directors shall perform their duties in accordance with the law, objective, and Article of Association of the company as well as resolution of the meeting of the shareholder in good faith and with care to maintain interests of the company.

Article28 The director are forbidden to operate a business of the same nature as and in competition with that of the company, or to enter to be a partner in an ordinary partnership or a partner of limited liability in a limited partnership or a director of a private company or other companies which operate a business of the same nature as and in competition with that of the company, whether for their own or others’

benefit, unless the meeting of shareholders had been notified prior to appointment thereto.

Article29 The director shall inform the Company without delay in case he has interests directly or indirectly in any contract entered into by the company or hold shares or debentures in the company and related companies, by specifying the total number increased or decreased.

Article30 The Board of Directors shall hold a meeting at least once every three months in the locality in which the head of the company is situated or a neighboring province unless the Chairman or the person assigned by him provide that the meeting be held at another locality.

Article31 The signatory directors of the Company who have power to sign for binding the company shall be two directors jointly sign with the Company’s seal.

The Board of Directors shall have power to determine and change the name of signatory directors of the Company.

Chapter 6

The Shareholder Meeting

Article32 The Board of Directors shall organize a shareholder meeting to be held as an annual general meeting within four (4) months from the end of the accounting year of the company.

All other shareholder meetings, apart from aforesaid meeting, are called “Extraordinary Meeting”.

The Board of Directors may summon Extraordinary Meeting whenever they think fit.

The shareholders not less than twenty-five (25) shareholders holding not less than one-tenth of the total number of shares sold, may request the Board of Directors in writing to summon an

Extraordinary Meeting of shareholders at any time, provided the written request shall specify clearly reasons for the request. In such event, the Board of Directors must organize a shareholder meeting to be held within one month from the date of the receipt of the request from the shareholders.

Article33 To summon a shareholder meeting, the Board of Directors shall prepare a notice thereof specifying the place, the day and time, the agenda and the matters to be proposed at the meeting by clearly describing those matters which are be proposed for acknowledgement, approval or consideration including the submission of any comments by the Board of Directors on such matter. Such notice shall be sent to the shareholders and the Registrar not later than seven (7) days prior to date of such meeting and published by newspaper for three (3) consecutive days not later than three (3) days prior to date of such meeting.

The place of the meeting shall be held in the province in which the Company’s head office is located or in any places determining by the Board of Directors.

Article34 Not less than twenty-five (25) shareholders presented in persons or represented by proxies (if any) or not less than one-half of the total shareholders, whichever is less, holding not less than one-third of the aggregate of the shareholders distributed must be present at the shareholder meeting to form a quorum.

If, within an hour from the time appointed for any shareholder meeting, the quorum is not presented as prescribed, the meeting, if summoned upon the requisition of shareholders, shall be dissolved. If such meeting had not been summoned upon the requisition of the shareholders, another meeting shall be summoned and a notice of such meeting shall be sent to the shareholders not less than seven (7) days prior to the date of the meeting. In subsequent meeting, no quorum shall be necessary.

Article35 The Chairman of the Board shall preside as the Chairman of the meeting. If the Chairman is absent or

unable to perform his duties, the Vice Chairman shall preside at such meeting. If there is no Vice

Chairman or he is absent or unable to perform his duties, the meeting shall then elect one of the

shareholders presents at such meeting to be the Chairman.

Article36 In casting vote, one share shall be count as one vote. A shareholder having special interest in a given matter has no right to vote on such matters except for the election of directors. The resolutions of the shareholder meeting shall comprise the following votes.

(1) All ordinary resolutions shall require a simple majority of the total of votes cast by

shareholders present at the meeting. In case the votes are equal, the Chairman of the meeting shall have a casting vote.

(2) In case as follows, by votes not less than three-forth (3/4) of the total votes of the shareholders who attend the meeting and have the right to vote:

(a) the sale or transfer of business of the company, in whole or in essential part, to other person;

(b) the purchase or acceptance of transfer of business of other private companies or public companies by the Company;

(c) entering into, amending, or terminating a lease of business of the company in whole or in essential part; entrusting other persons with the management of the company; or amalgamating business with other persons with the objective to share profit and loss;

(d) to amend the Memorandum or Article of Association;

(e) to increase or decrease the registered capital of the Company;

(f) to dissolve the Company;

(g) to issue debentures;

(h) to amalgamate with other companies.

Article37 The business to be transacted at the annual general meeting of the shareholders is:

(1) to acknowledge report of the Board of Directors which is submitted to the meeting showing the business operation of the Company during the past year;

(2) to consider and approve balance sheet and profit and loss account;

(3) to consider and approve allocation of profits and dividend payment;

(4) to consider and elect directors to replace those who retire by rotation and approve their remuneration;

(5) to consider and appoint the auditors and approve the audit fee of the Company; and (6) other businesses.

Chapter 7

Accounting, Financing and Auditing

Article38 The accounting year of the Company shall start on 1

January and end on 31

December of every

year.

Article39 The Company shall arrange for the preparation and keeping of accounts as well as auditing thereof in accordance with the law governing such and shall prepare a balance sheet and a profit and loss statement at least once3 every twelve months at the end of the accounting year of the Company.

Article40 The directors shall prepare the balance sheet and profit and loss statement as at the end of the accounting year of the Company and shall submit the same to the annual general meeting for adoption. The directors shall have the same examined by the auditor of the Company before submission to the shareholder meeting.

Article41 The Board of Directors shall send the following documents t the shareholders together with the notice calling for the annual general meeting:

(1) Copies of the balance sheet and the profit and loss statement which have already been examined by the auditor together with the report of the auditor;

(2) Annual report of the Board of Directors together with other attachments.

Article42 No dividend shall be paid other than out of profits. As long as the Company continues to sustain accumulated losses, no dividend shall be paid.

Dividend shall be distributed according to the number of shares in equal amount of each share. The dividend payment shall be approved by the annual general meeting.

The Board of Directors may pay interim dividends to the shareholders from time to time if they deem that the Company gain a reasonable profit in which to do so, and the shareholders shall be informed such dividend distribution at the next general meeting.

Dividend payment shall be made within one month from the date that the resolution is passed by the shareholder meeting or by the meeting of the Board of Directors, as the case may be. Written notice shall also be sent to the shareholders and the publication of notice of such payment of dividends shall be made in the newspaper for three (3) consecutive days.

Article43 The Company shall allocate not less than five (5) percent of its annual net profit less the total accumulated loss brought forward (if any) to a reserve until this fund attains an amount of not less than ten (10) percent of the registered capital.

Article44 The auditor must not be a director, an officer, an employee or any office holder of the Company.

Article45 The auditor has the power to examine the accounts, documents and any other evidences relating to the revenues and expenditures as well as the assets and liabilities of the Company during its office hour.

In this connection, he shall have the power to interrogate the directors, staff, employees, officers and

agents of the Company including instructing them to give factual statements or to furnish documents

or evidence relating to the Company’s business operations.

Article46 The auditor has the duty to attend the shareholder meetings whenever it is held to consider the balance sheet, the profit and loss statement and troubles relating to the accounts of the Company in order to give explanation to the shareholders about the auditing of the accounts. The Company shall also send to the auditors the reports and supported documents of the Company that should be sent to the shareholders in that shareholder meeting.

Chapter 8

Addendum

Article47 Corporate seal shall be here below affixed.