Article 5. Shares of the Company are ordinary shares entered into named certificates, requiring full payment once and for all, and/or shares paid by other property in lieu of money, or by transferring or granting the right to the use of literature copyright, art or science, patents, trademarks, designs or models, diagrams, confidential formulas or processes, or any information related to industrial, commercial or scientific experiences.

The Company has the right to issue preference shares, debentures, warrants, or any other securities as permitted by securities and exchange laws.

Article 6. In the payment for shares, subscribers or purchasers are prohibited from offsetting debts against the Company, except in cases where the Company restructures debts by issuing new shares to settle debts owed to creditors through a debt-to-equity conversion project, with a resolution approved at a shareholders' meeting by a majority vote of not less than three-fourths (3/4) of the total votes of shareholders present and eligible to vote.

The issuance of shares for debt settlement and debt-to-equity conversion projects mentioned in the preceding paragraph shall adhere to the criteria and procedures stipulated in the ministerial regulations.

Article 7. The Company's shares are entered into named certificates, with at least one director required to sign or have their name printed on each share certificate. However, the Company may authorize a registrar of shares under securities and stock market laws to sign or print names on the share certificates. The Company may appoint either a natural person or a juristic person to serve as the registrar of shares. If the Company appoints a registrar of shares under securities and stock market laws, the procedures for registering the Company's shares shall be conducted in accordance with the regulations established by the registrar of shares.

Article 8. The Company is prohibited from holding or pledging its own shares, except under the following circumstances:

1. The Company may repurchase shares from shareholders who voted against a resolution passed at a shareholders' meeting to amend the Company's regulations concerning voting rights and dividend entitlements, if those shareholders feel unfairly treated.
2. The Company may repurchase shares for financial management purposes when it has accumulated profits and sufficient liquidity, and such repurchase does not pose financial risks to the Company.

Shares held by the Company shall not be considered in the quorum for shareholders' meetings, and the Company shall have no voting rights or entitlement to dividends for such shares.

The Company must sell the repurchased shares within the timeframe specified in the share repurchase program as determined by the Company. If the Company is unable to sell the repurchased shares within the specified timeframe, it shall proceed to reduce its paid-up capital by cancelling the registered shares that could not be sold.

The repurchase of shares, sale of repurchased shares, and cancellation of shares purchased, as well as price determination, proposed prices for the repurchase of shares, or selling prices of repurchased shares, or others related to the repurchase of shares shall adhere to the criteria and procedures stipulated in ministerial regulations. Additionally, if the Company's shares are listed securities on the Stock Exchange of Thailand, it must comply with all regulations, announcements, orders, or requirements set forth by the Stock Exchange of Thailand.

The authority to repurchase shares, up to a maximum of ten percent (10) of the paid-up capital, rests with the Company's board of directors for approval. However, if the number of shares to be repurchased exceeds ten percent (10) of the paid-up capital, the Company shall secure a resolution from the shareholders' meeting, with a majority vote from attending shareholders eligible to vote. The Company is obligated to complete the share repurchase within one (1) year from the date of the shareholders' meeting resolution.

Article 9. When an individual acquires ownership rights to any shares due to the death or dissolution of a shareholder, and upon presenting sufficient legal evidence to the Company, the Company is obligated to promptly register and issue new shares within the timeframe prescribed by applicable laws.

If a share certificate is significantly damaged or defaced, upon returning the original certificate, the Company is obligated to issue a new share certificate. In cases where a share certificate is lost or destroyed, the shareholder must provide evidence of notification from the investigating officer or other relevant evidence to the Company. In such a case, the Company shall then issue a new share certificate to the shareholder within the timeframe stipulated by applicable laws.

Article 10. Company shares are freely transferable without restrictions. However, the aggregate holdings of shares by foreigners at any given time shall not exceed thirty (30) percent of the total shares sold. If a proposed share transfer would cause the proportion of shares held by foreigners to exceed this limit, the Company reserves the right to reject such transfer.

Article 11. A share transfer is deemed complete upon the endorsement on the back of the share certificate, indicating the transferee's name and signature, and upon delivery of the said share certificate to the transferee.

The transfer of shares shall be binding upon the Company upon receipt of a request for share transfer registration, and binding upon third parties once the Company has completed the registration of the share transfer. Upon verifying the correctness of the share transfer according to the law, the Company shall register the transfer within fourteen (14) days from the date of receiving the request. In cases where the share transfer is incomplete or incorrect, the Company shall notify the applicant within seven (7) days.

If company shares are registered as listed securities, share transfers shall adhere to securities laws stipulated by the Stock Exchange of Thailand.

Article 12. In cases where there are preference shares, the conversion of preference shares into ordinary shares can be executed by the shareholder wishing to convert such shares. They must submit a conversion request to the Company along with the return of the share certificate.

The conversion of shares as per paragraph one shall take effect from the date of submission of the request. In this regard, the Company shall issue new share certificates to the applicant within the timeframe prescribed by applicable laws.

Article 13. The Company may suspend the registration of share transfers up to twenty-one (21) days prior to each shareholder meeting, with prior notice to shareholders at the Company's head office and all branch offices, not less than fourteen (14) days before the date of suspension of share transfer registration. Alternatively, the Company may designate a date where shareholders entitled to attend and vote at the meeting shall be determined according to securities laws and regulations.

Article 14. The Company shall have one Board of Directors composed of at least five (5) directors, with no fewer than half of the total number of directors having a domicile within the Kingdom of Thailand. The committee members shall collectively elect a chairperson and may elect a vice chairperson and other positions as deemed appropriate. The vice chairperson shall perform duties as stipulated in the regulations of the Company as assigned by the chairperson.

Article 15. Directors of the Company are not required to be shareholders of the Company.

Article 16. At shareholder meetings, directors shall be elected according to the following criteria and procedures:

1. Each shareholder shall have voting rights equivalent to the number of shares they hold.
2. Each shareholder may use their voting rights to elect one or more individuals as directors. In case multiple individuals are elected as directors, the allocation of votes among them shall not be proportionate.
3. Individuals receiving the highest number of votes in descending order shall be elected as directors, up to the number of directors to be appointed or elected at that time. In cases where individuals have an equal number of votes exceeding the number of directors to be appointed or elected, the chairperson shall cast the deciding vote.

Article 17. At each annual general meeting, at least one-third (1/3) of the directors must retire by rotation. If the number of directors cannot be divided into thirds, those closest to one-third shall retire.

Directors required to retire in the first and subsequent years after the Company's registration shall draw lots to determine who shall retire. In the subsequent years, the committee member with the longest tenure shall resign from the position.

A retiring director may be re-elected.

Article 18. Apart from retiring by rotation, a director may cease to hold office upon:

1. death;
2. resignation;
3. disqualification or becoming subject to a prohibition under laws governing public limited companies or securities and stock markets;
4. a resolution passed at a shareholders' meeting for removal;
5. upon a court order for removal.

Article 19. Any director wishing to resign shall submit a resignation letter to the Company. The resignation takes effect from the date the resignation letter is received by the Company.

A resigning director, as per paragraph one, shall notify the registrar under the laws governing public limited companies of the resignation.

Article 20. In case a director's position becomes vacant for reasons other than retirement by rotation, the board of directors may appoint a person qualified and not prohibited under laws governing public limited companies and securities and stock markets to fill the vacancy until the next board meeting, unless the remaining term is less than two (2) months. A person appointed as a replacement committee member shall serve for the remaining term of the committee member they are replacing.

A resolution of the board of directors under paragraph one must be approved by at least three-fourths (3/4) of the remaining directors.

Article 21. In the event the entire board vacates the office, the retired directors shall remain in the position to carry on the Company business until the new board takes the directorship unless the court orders otherwise.

In case the board of directors vacates the office by court order, the retired directors shall arrange a shareholders’ meeting to appoint a new board of directors within one (1) month from the date of vacating office by sending an invitation letter to shareholders at least fourteen (14) days before the meeting date and advertise the meeting in the newspapers, or publish an advertisement via electronic media or any other means as permitted by law at present and/or to be changed hereafter, however, to the extent of criteria and procedures as stipulated by law.

Article 22. At a shareholders’ meeting, shareholders may pass a resolution for any director to retire from office before the scheduled term ends, with a vote of not less than three-fourths (3/4) of the shareholders present and eligible to vote, representing in aggregate not less than one-half (1/2) of the total shares held by the shareholders present and eligible to vote.

Article 23. The board of directors is responsible for managing the entire business of the Company and has the authority to operate within the limits of the law, the Company's objectives, its regulations, and resolutions passed at shareholders' meetings.

The board of directors may delegate its authority to one or more individuals to act on behalf of the board.

Article 24. The board of directors must convene meetings at least once every three (3) months. Board meetings shall be held at the Company's principal office, or in a nearby province, or at any other location as determined by the chairperson of the board or a person authorized by the chairperson.

For board meetings or meetings of subcommittees of the Company, the chairperson may decide to conduct the meeting electronically. Electronic meetings must comply with the criteria specified in relevant laws or regulations.

Article 25. To convene a meeting of the board, the chairperson or an assigned person shall send an invitation letter to the directors at least three (3) days before the meeting date. In urgent cases, to preserve the right or benefit of the Company, the invitation letter to the meeting may be sent via an alternative method, and the meeting date may be postponed to an earlier date.

The chairperson of the board shall call for a meeting of the board. Nonetheless, in case of necessity or to preserve the right or benefit of the Company, two directors or more may request the chairperson of the board to convene a meeting. Such a request must have a subject and reason for consideration. In urgent cases, the chairperson of the board may arrange and determine a meeting within fourteen (14) days from the date of receiving such request.

In the case when the chairperson of the board does not proceed as described in paragraph two, the requesting directors may jointly convene and determine a date of the meeting in order to consider the requested matter within fourteen (14) days from the due date as described in the preceding paragraph.

The vice chairperson of the board shall convene a meeting of the board. In case there is no vice chairperson of the board, two or more directors may jointly convene a meeting of the board.

To convene a meeting of the board of directors or subcommittees, chairperson or an assigned person from chairperson of the board shall send an invitation letter which can be an email or an alternative method as permitted by law at present and/or to be changed hereafter, within the time as specified in these articles of association and comply with the criteria set forth in relevant law or notifications.

In this matter, the person assigned to arrange a meeting must keep a copy of the invitation letter to the meeting and supplementary documents as evidence. The document can be stored in an electronic format or any other method as permitted by the law at present and/or to be changed hereafter.

Article 26. A board meeting must include a quorum of no less than half of the total number of directors to be valid. If the chairperson of the board is absent or unable to perform their duties, the vice-chairperson, if any, shall act as chairperson. In the absence of a vice-chairperson or if they are unable to act, the directors present at the meeting shall elect one director to preside over the meeting.

Decisions at board meetings shall be made by a majority vote of the directors present.

Each director has one vote. However, directors who have a conflict of interest in a particular matter are not entitled to vote on that matter. In the event of a tie vote, the chairperson presiding over the meeting shall cast an additional deciding vote.

Article 27. One director authorized by the shareholders' meeting or the board of directors may sign binding agreements for the Company and affix the Company's seal. The shareholders' meeting or the board of directors has the authority to determine the list or number of directors authorized to sign binding agreements for the Company.

Article 28. Directors are prohibited from engaging in business activities, becoming partners, or serving as directors in any other legal entities of the same nature that compete with the Company, unless they have notified the shareholders' meeting or the board meeting prior to their appointment.

Article 29. Directors must promptly notify the Company of any vested interest they have in contracts made by the Company, either directly or indirectly, or if they acquire or dispose of shares, debentures in the Company or its subsidiaries.

Article 30. Director remuneration and compensation shall be determined by the shareholders' meeting. Directors may receive compensation from the Company in the form of remuneration, meeting allowances, gratuities, bonuses, or other benefits as specified in the Company's regulations or as decided by the shareholders' meeting. Such compensation may be fixed, criteria-based, temporary, ongoing, or subject to change. Directors shall also receive perquisites and benefits according to the company's regulations.

The provisions in the preceding paragraph shall not affect the rights of employees and staff who are elected as directors to receive compensation and benefits as employees or staff of the Company.

Payment of compensation as paragraphs one and two shall not conflict with the requirements of independence directors stipulated by securities and exchange laws.

Article 31. A meeting of shareholders must be held in the area where the Company's head office is located or in any adjacent provinces or any other places as designated by the board of directors.

Article 32. The board of directors must arrange an annual ordinary meeting of shareholders within four (4) months after the ending date of the Company’s fiscal year.

The meeting of shareholders can be arranged via an electronic platform as specified in relevant law or notification or any other approach as permitted by law at present and/or to be changed hereafter.

Any other meeting of shareholders shall be called an “extraordinary meeting”. The board of directors may convene an extraordinary meeting at any time as deemed fit or when one or more shareholders holding no less than ten (10) percent of total disposed shares jointly prepare a letter requesting the board to convene an extraordinary meeting. Moreover, such a request letter must have subject and reason specified clearly. In such case, the board of directors must arrange an extraordinary general meeting of shareholders within forty-five (45) days of the date of receiving a letter from the shareholder.

Article 33. In calling a shareholders’ meeting, the board of directors shall prepare a written notice specifying sufficient detail of the place, date, time, agenda of the meeting, and the matters to be proposed to the meeting by clearly indicating whether it is a matter proposed for acknowledgment or for approval or for consideration, as the case may be, including the opinion of the board of directors on the said matters. The board of directors must send the notification to the shareholders, and the registrar pursuant to public company limited law for no less than seven (7) days prior to the meeting date and advertise the invitation letter to the meeting in a newspaper or electronic media or any other method as stipulated by law at present and/or to be changed hereafter, in accordance with the criteria and procedures as stipulated by law.

To convene a meeting via electronic platform, the invitation letter can also be in electronic format as well.

Article 34. A quorum of a meeting of shareholders requires a lesser of a number of twenty-five (25) shareholders or one-half or more of the total number of shareholders, holdings in aggregate one-third (1/3) or more of the total issued shares, present in person or by proxy (if any).

If after one (1) hour from the time fixed for a meeting of shareholders a quorum has not been constituted, the meeting which was called at the request of shareholders must be dissolved. If the meeting is called other than at the request of the shareholders, an adjourned meeting must be called, and a notice of the meeting must be sent to the shareholders seven (7) days or more before the date of the adjourned meeting. No quorum is required at the adjourned meeting.

Article 35. In the meeting of shareholders, a shareholder may assign another person to attend the meeting and cast a vote. The assignment must be in a written form, containing signatures of assigning person and proceed in the format as specified by the registrar according to public company limited company. The proxy must be submitted at the meeting venue to the chairperson of the board or a person assigned by the chairperson of the board before attending the meeting. The proxy may be proceeded electronically via the secured and reliable platform by a shareholder and in accordance with the criteria specified by the registrar and should consist of the information as follows:

1. Number of shares held by the proxy holder;
2. Name of proxy holder;
3. Number of the meeting where the proxy holder is authorized to attend and vote.

Article 36. The Chairperson of the board of directors will act as the Chairperson of the meeting of shareholders. If the Chairperson is not present or is unable to discharge his/her duties, the Vice-Chairperson will serve as the Chairperson. If there is no Vice-Chairperson or the Vice-Chairperson is unable to discharge his/her duties, the shareholders attending the meeting must elect one of them to act as the Chairperson.

Article 37. In every meeting of shareholders, a shareholder has one vote for each share. A shareholder who has a special interest in any matter may not cast votes on that matter, except for the election of directors.

Article 38. A resolution of shareholders' meetings must be passed by a majority of the votes cast by the shareholders attending and casting their votes at the meeting, except where it requires otherwise in these Articles of Association or by applicable law.

Article 39. The Company may increase its capital by issuing new shares, subject to approval by a shareholders' meeting with a majority vote of at least three-fourths (3/4) of the total votes cast by shareholders present and eligible to vote.

Article 40. The Company may offer newly issued shares in their entirety or in part and may offer them to existing shareholders proportionate to their current holdings or alternatively offer them for sale to the public or other individuals whether in part or in whole as determined by the resolution of the shareholders' meeting.

Article 41. The Company may reduce its registered capital by either decreasing the par value of each share or reducing the total number of shares, provided that such reduction is approved by a shareholders' meeting with a majority vote of at least three-fourths (3/4) of the total votes cast by shareholders present and eligible to vote.

However, reducing the capital to an amount less than one-fourth (1/4) of the total capital is permissible only if the Company has accrued losses and has duly compensated for such losses as required by law, while still maintaining accumulated losses.

In such cases, a reduction below one-fourth (1/4) of the total capital under paragraph two must be approved by a resolution of the shareholders' meeting with a majority vote of at least three-fourths (3/4) of the total votes cast by shareholders present and eligible to vote.

Article 42. To reduce the capital, the Company must send a letter indicating a resolution for capital decrease to the Company’s debtor, acknowledged by the Company within fourteen (14) days from the date when the shareholders have voted for a resolution. The objection must be submitted within two (2) months after receiving the said letter. The resolution must be advertised via a newspaper or electronically or by any other method as permitted by law at present and/or to be changed hereafter, and in accordance with the criteria and procedures as stipulated by law.

Article 43. The dividend payment can be made upon resolution of the shareholders’ meeting or resolution of the board of directors only.

For interim dividend payment, the payment shall be notified in a written form to shareholders. The dividend payment must be advertised via a newspaper or electronically, or any other method as permitted by law at present and/or to be changed hereafter and must be in accordance with the criteria and procedures stipulated by law. The payment must be proceeded within one (1) month after the date of such resolution.

Article 44. The board of directors may intermittently distribute interim dividends to shareholders when it is determined that the Company has sufficient profits to do so. Following such distribution, a report must be presented at the subsequent shareholders' meeting.

Article 45. The Company is required to allocate a portion of its annual net profit to reserves, not less than five (5) percent, after deducting any accumulated deficit (if any), until these reserves reach at least ten (10) percent of the registered capital. In addition to these reserves, the board of directors may propose at a shareholders' meeting to allocate funds to other reserves deemed beneficial for the Company's operations.

Upon approval by the shareholders' meeting, the Company may transfer other reserves, legal reserves, and excess reserves to offset any accumulated losses.

Article 46. The Company's fiscal year begins on January 1 and ends on December 31 of each year.

Article 47. The board of directors must ensure accurate accounting records are maintained and audited in compliance with relevant laws. They must prepare balance sheets and profit and loss accounts at least once every twelve (12) months, corresponding to the company's fiscal year.

Article 48. The board of directors must prepare balance sheets and profit and loss accounts as of the fiscal year-end for presentation at the annual ordinary shareholders' meeting for approval. Prior to presentation, these accounts must be audited by an auditor.

Article 49. The board of directors must include the following documents with the notice of the annual ordinary meeting sent to shareholders:

• A copy of the audited balance sheet and profit and loss statement, along with the auditor's report verifying the audit of these accounts.
• The board of directors' annual report and supplementary documents providing additional information for the aforementioned report.

Article 50. The board of directors must maintain a register of directors, record minutes of board meetings and shareholders' meetings accurately, and retain all related documents as evidence. These records must be kept at the Company's head office or entrusted to a designated person within the head office's jurisdiction or a nearby province, with prior notification to the competent registrar, according to the laws pertaining to the public limited companies.

Article 51. At the annual ordinary shareholders' meeting, the appointment of an auditor must be made annually. The shareholders' meeting may re-elect the outgoing auditor. The meeting must also determine the auditor's remuneration.

Article 52. The Company's auditor must not hold any position as a director, employee, staff member, or in any other capacity within the Company.

Article 53. The auditor has the authority to examine the Company's accounts, documents, and other evidence related to its income, expenses, assets, and liabilities during the Company's operating hours. In this capacity, the auditor may inquire of the Company's directors, employees, staff, officers, and representatives, and may request explanations of facts or submission of documentary evidence related to the Company's operations.

Article 54. The auditor has the right to prepare written explanations to be presented at shareholders' meetings and to participate in such meetings whenever the balance sheet, profit and loss statement, or any other matters related to the Company's accounts are under discussion. The Company must provide the auditor with reports and documents that shareholders are entitled to receive at shareholders' meetings for this purpose

Article 55. The Company’s seal shall be as follows:

Article 56. In case the company or the board of directors is obliged to submit a letter or document as per Public Company Act B.E. 2535 (including Amendment) to directors, shareholders or debtors of the Company, in case such person has notified his intention or given consent to receive a letter or document electronically under the criteria as stipulated by law.