Company’s Articles of Association concerning the Shareholders’ Meeting

 

(Article 14) During the period of twenty-one days prior to each shareholders’ meeting,

the Company may cease to accept registration of share transfer by notifying the shareholders in advance at the Company’s head office and branch office at least fourteen days prior to the commencement date of cessation of the registration of share transfers.

 

(Article 31) The Board of Directors shall arrange for a shareholders’ meeting that is an annual ordinary meeting of shareholders shall be called within four months of the last day of the accounting year of the Company.

The meeting of shareholders other than the one referred as aforesaid shall be called extraordinary meetings. The Board of Directorsshall call the extraordinary meetings at any time. Or the shareholders holding shares amounting to not less than

one-fifth of the total number of shares sold or shareholders amounting to not less than twenty-five persons holding shares amounting to not less than one-tenth of the total number of shares sold may, by subscribing their names to call a meeting, but the reasons for calling such meeting shall be clearly stated in such request. In this regard, the Board of Directors shall proceed to call a meeting of shareholders to be held within one month as from the date the request is receives from the shareholders.

(Article 32) In calling a meeting of shareholders, the Board of Directors shall prepare a written notice calling the meeting that indicates the place, date, time, agenda of the meeting and the matters to be proposed to the meeting together with sufficient details by indicating clearly whether it is the matter proposed for information, for approval or for consideration, as the case may be, including the opinions of the Board of Directors in the said matters, and shall be delivered to the shareholders for their information not less than seven days prior to the date of the meeting. The notice calling for the meeting shall also be published in a newspaper not less than three days prior to the date of the meeting.

The Board of Directors shall set date, time, and place that arrange a meeting of shareholders. In general case, the place of the meeting shall be in the locality in which the head office of the company is located or in branch office or in a nearby province.

But in case of the Board of Directors shall propose, the Board of Directors may set the place that arrange a meeting in other province.

3. The quorum

(Article33) In a meeting of shareholders, there shall be shareholders and proxies (if any) attending at the meeting amounting to not less than twenty-five persons or not to less than half of the total number of shareholders and holding shares amounting to not less than

one-third of the total number of shares sold to constitute a quorum.

At any meeting of shareholders, in the case where one hour has passed since the time for which the meeting is scheduled and the number of shareholders attending the meeting is still inadequate for a quorum, if such meeting of shareholders was not called as a result of a request by the shareholders under, the meeting shall be called once again and the notice calling such meeting shall be delivered to shareholders not less than seven days prior to the date of the meeting. In the subsequent meeting, a quorum is not required.

(Article 34) In a meeting of shareholders, shareholders may authorize other person who is

sui juris as proxy to attend and vote at any meeting, the proxy may date and sign by shareholder who is grantor and the proxy form which is set by the registrar. The proxy shall be submitted to the chairman of the Board or to the person designated by the chairman of the Board at the place of the meeting before attending the meeting.

4. Voting

(Article 35) In Voting, one share is counted as one vote and the resolution of the meeting shareholders shall comprise as following:

1. In general case, the majority vote is counted of the shareholders present and vote at the meeting. In case of an equality of votes, the chairman of the meeting shall have a casting vote.
2. In the following cases, a vote of not less than three-fourths of the total number of votes of shareholders who attend the meeting and have the right to vote:

   The sale or transfer of the whole or important parts of the business of the Company to other persons.

   The purchase or acceptance of transfer of the business of other companies or private companies by the Company.

   The making, amending or terminating of contracts with respect to the granting of a hire of the whole or important parts of the business of the Company.

   The entrustment of the management of the business of the Company to any other person.

   The amalgamation of the business with other persons with the purpose of profit and loss sharing.

   The amendments of the Memorandum and the Articles of Association of the Company.

   The increase of the capital and the decrease of the capital of the Company and the issue debentures.

   The combine of the company and the winding-up of the Company.