preloading
latest news latest news
Articles of Association

Articles of Association

img name
img name

Articles of Association of Sherwood Chemicals Public Co., Ltd.

Chapter 1

General

Article 1. These articles shall be called the Articles of Association of Sherwood Chemicals Public Co., Ltd.

Article 2. Unless otherwise explicitly stated herein, the “Company” shall refer to Sherwood Chemicals Public Co., Ltd.

Article 3. In the cases where rules are not prescribed by these articles, the Public Limited Companies Act and the Securities and Exchange Act shall apply.

Articles of Association

Articles of Association of Sherwood Chemicals Public Co., Ltd.

Chapter 1

General

Article 1. These articles shall be called the Articles of Association of Sherwood Chemicals Public Co., Ltd.

Article 2. Unless otherwise explicitly stated herein, the “Company” shall refer to Sherwood Chemicals Public Co., Ltd.

Article 3. In the cases where rules are not prescribed by these articles, the Public Limited Companies Act and the Securities and Exchange Act shall apply.

Chapter 2

Shares and Issued Shares

Article 4. The Company’s shares shall be ordinary named shares of equal par value. Every share shall be fully paid in cash and/or in kind; or in the right to any literary, artistic or scientific work, patent, trademark, model, chart, formula, or confidential process; or in information pertinent to experience in the commercial industry or science.

Article 5. The Company may issue and offer to the public ordinary shares, preferred shares, debentures, convertible debentures, convertible preferred shares, warrants, or other securities under the law on public limited companies and on securities and exchange.

Article 6. The payment for shares must not be deducted from any debt that the Company owes to the person subscribing or purchasing these shares, except when the Company issues new shares as payments to its creditors under a debt-to-equity conversion program approved by a majority vote of at least three-fourths (3/4) of eligible shareholders at a general meeting of shareholders.

Article 7. If two (2) or more persons jointly subscribe to or hold a share or shares, these persons shall be jointly responsible for the remittance of the payment of their share(s) and the payment in excess of the value of the share(s). Only one of these persons shall be authorized to exercise the right as subscriber or shareholder, as the case may be. A written record of the authorization shall be submitted to the Company or registrar. If no records are found, it is to be assumed that the person whose name appears first on the share subscription form or share certificate is the authorized person.

Article 8. Each of the Company’s share certificates bears the name of the shareholder and the signature, signed or printed, of at least one (1) director; however, the Company may authorize a registrar pursuant to the law on public limited companies and securities and exchange to affix his signature, signed or printed, on behalf of the director. The aforementioned process shall be subject to the law concerning securities and exchange.

Article 9. The Company may authorize a natural or juristic person or the Stock Exchange of Thailand to serve as its registrar. In cases where the Company authorizes Thailand Securities Depository Co., Ltd. as its registrar, the Company’s share registration practices shall be subject to the registrar’s prescriptions.

Article 10. The Company shall issue share certificates to shareholders within two (2) months from the date on which the registrar has registered the Company, or from the date on which the Company has received a share payment in full in cases where the Company offered newly issued shares after the registration of the Company.

Article 11. A shareholder may request that the Company issue a new share certificate to replace that which has been defaced or damaged in essence upon the surrender of the old certificate to the Company. In this case, the Company shall issue a new certificate within fourteen (14) days from the date on which the request is received. Upon the issuance of a new certificate, the original certificate shall be considered null and void.

If a share certificate has been lost or destroyed, the shareholder shall present to the Company evidence of a police record thereof or other appropriate proof. In this case, the Company shall issue a replacement certificate within fourteen (14) days from the date on which the request is received and the evidence is presented to the Company. Upon the issuance of a replacement certificate, the original certificate shall be considered null and void.

Article 12. In the event of any shareholder’s death or bankruptcy, the person inheriting the shares thereof shall surrender his share certificate with complete legal evidence of the inheritance to the Company, who shall then register the person aforementioned as a new shareholder and issue a new certificate within one (1) month from the date on which all evidence is received.

Article 13. The Company shall not own or accept a pledge of its own shares, except in the following cases:

1. The Company may repurchase its shares from a shareholder who votes against the shareholder meeting resolution to amend the Articles of Association relating to the right to vote and the right to dividend payment because these rights appear to be unfair in his view;

2. The Company may repurchase its shares for financial administration when it has accumulated profits and surplus liquidity, provided that the repurchase will not lead to financial problems.

The repurchased shares currently held by the Company shall be excluded from the quorum of a general meeting of shareholders. These shares shall grant the Company neither the right to vote nor the right to dividend payment.

The Company shall dispose of the repurchased shares under the previous paragraph within the timeframe specified in the share repurchase scheme. If the Company is unable to dispose of all the repurchased shares within the period, the Company shall reduce its paid-up capital by canceling the remaining registered shares.

Article 14. In cases where the Company has issued preferred shares, holders of the preferred shares wishing to convert them into ordinary shares may do so by submitting a request, using a form issued by the Company, and surrendering the relevant shares to the Company.

Article 15. The Company may demand a fee for the issuance of a new share certificate to replace that which has been lost, defaced, or damaged; or for a shareholder’s request for a copy of the shareholder register, whether in whole or in part, certified by the Company at the rate prescribed by law.

 

Chapter 3

Share’s Transfer

Article 16. The Company’s shares can be transferred without any restrictions, except when the transfer thereof results in more than forty-nine (49) percent of the issued and sold shares being held by foreign entities.

Article 17. A transfer of shares shall be valid only with the transferor’s endorsement of the share certificate, which must bear the name of the transferee and the signatures of the transferor and the transferee, and the delivery of the said certificate to the transferee.

The transfer of shares may be used as proof to the Company when the Company has received an application to register the transfer; however, it may be used as proof to third parties only once the Company has registered the said transfer.

Upon the receipt of the application to register the transfer of shares, if the Company has the opinion that the transfer thereof is in compliance with the law, the Company shall register the transfer of shares within fourteen (14) days from the date on which the request is received; however, if the Company has the opinion that the transfer thereof has been incorrect or incomplete, the Company shall notify the applicant accordingly within seven (7) days.

In cases where the shares of the Company are listed securities on the Stock Exchange of Thailand, the Company’s transfer of shares shall also be subject to the securities and exchange law.

Article 18. In the event that the transferee wishes to have a new share certificate issued in his name, he shall submit to the Company a written request with his signature and a signature of at least one (1) witness affixed and surrender the old certificate or any other evidence prescribed by the Company. In this case, if the Company has the opinion that the transfer thereof is in compliance with the law, the Company shall register the transfer of shares within seven (7) days from the date on which the request is received and issue a new certificate within one (1) month from the date aforementioned.

Article 19. The Company may close the registration of share transfers twenty-one (21) days prior to each shareholder meeting. The closing date shall be announced and made known to shareholders at the head office and every branch office of the Company at least fourteen (14) days before the closing date.

 

Chapter 4

Board of Directors

Article 20. The Company’s business shall be overseen by a Board of Directors, which shall consist of at least five (5) members. No fewer than half of its members must reside in the Kingdom of Thailand. No directors shall be required to hold shares in the Company. Nonetheless, all directors must have the qualifications stipulated by law.

The Board of Directors is responsible for all of the Company’s affairs. Its authority and duties are subject to the law, the Company’s objectives and the Articles of Association, and resolutions of annual ordinary general meetings of shareholders.

Article 21. Members of the Board of Directors shall be elected by the shareholders at a general meeting of shareholders in conformity with the following rules:

1. Each shareholder shall have one vote per each share that he holds.

2. A director may be elected individually or by any other manner deemed appropriate by the general meeting of shareholders. Each shareholder’s votes under 1 shall be indivisible for allocation; therefore, a director so elected shall receive all of the votes from each shareholder.

3. Directorial nominees receiving the most votes, in descending order, will be elected directors in the number equal to the number of directors to be appointed or elected at the time. In the event of a tie at a lower place, whereas appointing all nominees with the same number of votes would make the number of directors great than that required, the chairman of the meeting shall cast the deciding vote.

Article 22. At every annual ordinary general meeting of shareholders, one-third (1/3) of the directors, or if their number is indivisible by three (3), then the number nearest to one-third (1/3), must vacate their office.

The directors to vacate their office in the first and second year after the registration of the Company shall be chosen by drawing straws. For the subsequent years, the directors who have served the longest term shall vacate their office. A director vacating his office under Article 22 shall be eligible for re-election.

Article 23. Directors shall be entitled to remuneration from the Company in the form of monetary awards, meeting allowances, retirement pension funds, bonuses, or other benefits in other forms pursuant to the approval of a general shareholder meeting. Directorial remuneration may be a fixed amount or a set of rules. In addition, the remuneration may be determined periodically or remain constant until further change. The directors shall also receive per diem and other welfare benefits in conformity with company regulations.

The provision of the previous paragraph shall not affect the right of the Company’s officer or employee who has been elected director to remuneration and other benefits as an officer or employee of the Company.

Article 24. In addition to vacancies under Article 22, a director’s office shall become vacant under the following circumstances:

(1) death
(2) resignation
(3) lack of qualifications or having prohibited characteristics under the public limited companies law
(4) removal by the resolution of a general shareholder meeting
(5) removal by court order

Article 25. A director wishing to resign shall submit his resignation letter to the Company. The resignation shall be effective upon the receipt of the letter.

The director who resigns under the provision of the previous paragraph may also notify the registrar of his resignation.

Article 26. In the event of a directorial vacancy for any reason other than that under Article 22, the Board of Directors shall elect a person possessing desired qualifications but without any prohibited characteristics under the public limited companies law to serve as a replacement director at the next board meeting(s), except in cases where the remainder of the term in office thereof is less than two (2) months. The replacement director shall hold the office only for the remainder of his predecessor’s term.

The Board’s resolution under the previous paragraph shall only be passed with a majority vote of at least three-fourths (3/4) of the remaining directors in office.

Article 27. A general shareholder meeting may pass a resolution to remove any director from his office before his term ends with a majority vote of at least three-fourths (3/4) of attending and eligible shareholders and the number of shares held by the majority shall, in aggregate, constitute at least half (1/2) of all shares held by attending and eligible shareholders.

Article 28. The Board of Directors shall appoint one director as chairman and another as managing director.

Should the Board of Directors deem it appropriate, it may elect one of its directors, or more, as vice-chairman. The vice-chairman shall have the duties assigned to him by the chairman under the provisions of these Articles of Association.

Article 29. At least half (1/2) of all the directors must be present to constitute a quorum at any meeting of the directors.

The chairman shall preside over any meeting of the directors. In the event of his absence from a meeting of the directors, the vice chairman shall preside thereat in his stead. In the absence of a vice-chairman or in the event that the vice-chairman is unable to act in this capacity, the directors then present shall elect one among themselves to chair the meeting.

Any decision of the meeting of the directors shall be made with a majority vote of the attending directors. Each director shall have one (1) vote. A director with a personal interest in the matter being decided shall be excluded from voting. In the event of a tie, the chairman shall cast the deciding vote.

Article 30. The meeting of the directors shall be held at least once in every three (3) months at the locality of the head office, or a nearby province, or whichever locality selected by the chairman or a person authorized by the chairman.

The chairman, the vice-chairman, or the person authorized by the chairman shall give notice of a meeting of the directors in writing to every director at least seven (7) days in advance and shall also specify the time, date, and place of the meeting. In the event of an urgent matter that requires the directors’ attention to protect the right or benefit of the Company, notice may be given by another means within a shorter period.

In cases where two (2) directors or more request a meeting of the directors, the chairman, the vice-chairman, or the director authorized by the chairman shall convene a meeting of the directors within fourteen (14) days upon the receipt of the request.

Article 31. No directors shall operate a business; or enter into a partnership, whether it be an ordinary partnership or a limited partnership as an unlimited liability partner; or become a shareholder or director in a legal entity of the same nature that is in competition with the Company, unless he has notified the general meeting of shareholders of his commitment prior to his appointment.

Article 32. A director shall notify the Company, without delay, of his interests, whether direct or indirect, in any contract made with the Company or of the increase or decrease of his shares or debentures in the Company or the Company’s affiliates.

Article 33. Should the Board of Directors deem it appropriate, it may establish an executive committee and determine the number of the committee’s members, known as executive directors. The executive committee shall execute tasks assigned to it by the Board of Directors. The Board of Directors shall appoint an executive director as chairman of the executive committee. Executive directors shall be entitled to the remuneration and rewards determined by a meeting of the directors without affecting their rights to other remunerations and benefits as a director or officer of the Company.

Article 34. The Board of Directors may authorize a person or persons to execute any task or operate the Company’s business under the supervision of the Board of Directors; or grant the aforementioned person or persons the authority it deems appropriate and within a duration it deems suitable. The Board of Directors may revoke, amend, or modify the said authority.

Articles 35. With the signatures of two (2) directors and the Company’s seal impressed, a document shall be legally binding.

Under the provision of the previous paragraph, the Board of Directors shall have the power to determine and change the names of authorized directors.

 

 

Chapter 5

General Meetings of Shareholders

Article 36. The Board of Directors shall convene a general meeting of shareholders within four (4) months after the end of the Company’s fiscal year. A meeting of this nature shall be known as an annual ordinary general meeting of shareholders.

A general meeting of shareholders held under any other circumstance shall be known as an extraordinary general meeting of shareholders.

An extraordinary general of shareholders meeting may be convened whenever the Board of Directors deems it necessary; or whenever a group of shareholders whose aggregated shares constitute at least one-fifth (1/5) of the Company’s sold shares or at least 25 shareholders whose aggregated shares constitute at least one-tenth (1/10) of the Company’s sold shares submit a written request, in which the reason for the meeting is clearly specified. In this case, the Board of Directors shall convene an extraordinary general meeting of shareholders within one (1) month from the date on which the request is received.

Article 37. The Board of Directors shall give notice of any shareholder meeting in writing at least seven (7) days prior to the meeting date to shareholders and the registrar. Included in the notice shall be details of the place, date, time, meeting agenda, and meeting proposals, including details of the proposals, specifying whether they are for acknowledgement, approval, or consideration, as the case may be, and the opinions of the directors on the matter (if any). The notice shall also be advertised in newspapers for three (3) consecutive days at least three (3) days in advance of the meeting.

The Board of Directors or a designated director shall determine the date, time, and location of the shareholder meeting. The meeting shall take place within the locality of the head office or of a branch office; or in a province within proximity to the head office or to a branch office; or another province or another locality deemed appropriate by the Board of Directors.

Article 38. Shareholders shall have the right to attend and cast their vote at any general meeting of shareholders. They shall also have the right to assign a person who has reached the age of majority (above 20 years old) as a proxy to attend a general meeting of shareholders and vote on their behalf. The assignment of a proxy thereof shall be done in writing using the registrar-issued form. For the form to be valid, it shall bear the date of assignment and the signatures of the assignor (shareholder) and the assignee (proxy).

The proxy assignment form shall be given to the chairman of the Board of Directors or to a person assigned by the chairman to perform this task in his stead at the venue of the meeting prior to the proxy’s attendance.

Article 39. At least 25 shareholders and their proxies (if any) whose aggregated shares account for at least one-third (1/3) of all of the Company’s sold shares or at least half (1/2) of all of the Company’s shareholders and their proxies whose aggregated shares account for at least one-third (1/3) of all of the Company’s sold shares shall be needed to constitute the quorum of a general meeting of shareholders.

In the cases where the number of shareholders in attendance at any general meeting of shareholders cannot sufficiently constitute a quorum after an hour has passed, if the meeting has been convened at the request of shareholders, it shall be cancelled; however, if the meeting has been convened for any other reason, it shall be rescheduled. Written notice of the rescheduled shareholder meeting shall be given to shareholders at least seven (7) days in advance. The proceedings of a rescheduled meeting shall be deemed valid even without the quorum.

Article 40. The chairman of the Board of Directors shall preside over any general meeting of shareholders. In the event of his absence or his inability to perform this duty, the vice-chairman, if appointed, shall take his place. In the absence of a vice-chairman or in the event that he is unable to perform this duty, the shareholders in attendance shall elect one person among themselves to chair the meeting instead.

Article 41. It shall be the duty of the person who chairs a general meeting of shareholders to oversee that the meeting is held in compliance with the law and these Articles of Association. A general meeting of shareholders shall proceed in accordance with the order of the agenda as they appear in the meeting notice, unless shareholders resolve to change the order of the agenda with a majority vote of at least two-thirds (2/3) of shareholders in attendance.

Article 42. One (1) share shall entitle a shareholder to one (1) vote in a general meeting of shareholders. A shareholder with a specially vested interest on a matter being decided shall be excluded from the vote on that particular matter, unless the matter is the election of directors.

A general shareholder meeting resolution shall be passed under the following circumstances:

1. In an ordinary case, a resolution shall be passed with a majority vote of eligible shareholders in attendance. In the event of a tie, the chairman of the meeting shall cast the deciding vote.

2. In the following cases, a resolution shall be passed with a majority vote of at least three-fourths (3/4) of eligible shareholders in attendance:

(a) the sale or transfer of the whole or a substantial part of a business of the Company to another person;
(b) the acquisition or acceptance of a transfer of a business of a public limited company or a private limited company;
(c) the making, modification, or termination of a contract to lease the whole or a substantial part of a business of the Company;
(d) the designation of any other person to manage a business of the Company;
(e) the consolidation of a business with another person, the objective of which is to share profits and losses;
(f) the amendment of the Memorandum of Association or Articles of Association of the Company
(g) any increase or reduction of the Company’s registered capital or the issuance of debentures
(h) the consolidation with another company or the dissolution of the Company.

Article 43. The annual general meeting of shareholders shall attend to the following affairs:

1 Reviewing the report of the Board of Directors, which details the Company’s performance throughout the preceding fiscal year;
2 Considering and approving the balance sheet and the profit and loss statement of the preceding fiscal year;
3 Considering the appropriation of profits and dividend payments;
4 Electing new directors to replace those whose term is ending;
5 Appointing auditors and determining their remuneration; and
6 Reviewing any other business.

 

Chapter 6

Connected Transactions or Acquisition or Disposition of Assets of the Company

Article 44. In the event that the Company or one of its subsidiaries, pursuant to the definitions prescribed by the announcement of the Stock Exchange of Thailand governing connected transactions of a listed company or the acquisition or disposition of assets of a listed company, as the case may be, has agreed to enter into a connected transaction or a transaction whose nature is to acquire or dispose of an asset of the Company or one of its subsidiaries, the Company shall adhere to the criteria and procedures prescribed therein.

This provision shall apply so long as the Company is obliged to adhere to the regulations of the Stock Exchange of Thailand.

Chapter 7

Increase and Decrease of Capital

Article 45. The Company may increase its registered capital with the issuance of new shares, which must be approved at a general meeting of shareholders with a majority vote of at least three-fourths (3/4) of eligible shareholders in attendance.

Article 46. The additional shares may be offered by issuing new shares, either in whole or in part, and may be offered to shareholders in proportion to the number of shares already held or to the public or another person, whether in whole or in part, subject to the resolution of a general shareholder meeting.

The offer of shares to the public or any person shall be subject to the securities and exchange law.

Article 47. The Company may decrease its registered capital by either lowering the par value of each share or by reducing the number of shares, which must be approved at a general meeting of shareholders with a majority vote of at least three-fourths (3/4) of eligible shareholders in attendance.

Article 48. To decrease its registered capital, the Company shall notify in writing its known creditors of the intent thereof within fourteen (14) days from the date on which the resolution shareholder is passed and shall specify in the notification that any objection thereto shall be submitted within two (2) months from the date on which the notification is received. The Company shall also advertise the resolution in newspapers within the fourteen (14) day period aforementioned. Any objection thereto shall prevent the Company from decreasing its registered capital until debts to the creditors have been paid or an insurance policy has been taken out against those debts.

Chapter 8

Dividends and Reserves

Article 49. No dividend payments shall be announced unless by the resolution of a general shareholder meeting or the resolution of a meeting of the directors in the event of interim dividends.

Shareholders shall be notified in writing of the Company’s intent to pay dividends, which shall also be advertised in a local newspaper. Payments thereof shall be made within one (1) month from the date on which the resolution is passed.

Article 50. The Board of Directors may pay interim dividends to shareholders from time to time when the directors deem that the profits of the Company justify such payments. Once interim dividends are paid, the Board of Directors shall report such payments to shareholders at the next shareholder meeting.

Article 51. Dividends shall be equally paid in accordance to the number of shares held, unless otherwise prescribed for preferred shares.

No dividends shall be paid otherwise than out of profits. In cases where the Company has accumulated losses, no dividends shall be paid.

Under the provision of the previous paragraph, where all shares in the Company have not yet been sold according to the Company’s registered capital or where the Company has registered an increase in its capital, the Company may pay dividends, whether in whole or in part, by issuing new ordinary shares to shareholders, provided that approval has been obtained at a general shareholder meeting.

Article 52. The Company must appropriately allocate at least one-twentieth (1/20) of the net profit of each fiscal year, deducted by carry forward losses (if any), until the reserve fund reaches one-tenth (1/10) of the registered capital of the Company.

In addition to the aforementioned reserve fund, the Board of Directors may propose to a general shareholder meeting the establishment of other reserve funds that may be beneficial to the operations of the Company.

 

Chapter 9

Bonds

Article 53. The Company may borrow funds by offering bonds to the public, subject to the securities and exchange law.

The aforementioned issuance of bonds shall be done with a resolution of a general shareholder meeting passed with a majority vote of at least three-fourths (3/4) of eligible shareholders in attendance.

Chapter 10

Accounts, Finance, and Auditing

Article 54. The Company’s fiscal year shall commence on January 1 and end on December 31 of the same year.

Article 55. The Company shall keep and maintain financial accounts and arrange for the audit of these accounts, pursuant to relevant laws. The Company shall also prepare a balance sheet and a profit and loss statement at least once every twelve (12) months according to the fiscal year of the Company.

Article 56. The balance sheet and profit and loss statement shall be prepared once a year on December 31, audited by an auditor, then presented to a general meeting of shareholders for shareholders’ consideration and approval.

Article 57. The following documents shall be attached to the notification of the annual general meeting of shareholders to be delivered to shareholders:

1. A copy of the audited balance sheet and the profit and loss statement, together with the auditor’s report

2. The annual report

Article 58. It is the duty of the Company’s auditor to attend every general shareholder meeting where the Company’s balance sheet and profit and loss statement, as well as problems pertinent to the Company’s accounts, are under review to make any clarifications with respect to the audit of the Company’s accounts. The Company shall deliver any reports and documents a shareholder should receive for the meeting to the auditor as well.

The Company’s auditor shall not be a director, officer, employee of the Company or a person holding any position in the Company.

Article 59. The auditor shall have the authority to examine the Company’s books, accounts, and any other evidence of its revenue and expenditure, as well as evidence of its assets and liabilities, during the opening hours of the Company. The auditor shall also have the authority to summon a director, officer, or employee of the Company to give a statement or an explanation as needed for the auditor to perform his role.

The auditor shall prepare a report pertaining to the balance sheet and the profit and loss statement under the law on auditing to present to the annual ordinary general meeting of shareholders and shall state in the report whether the balance sheet has been accurately prepared and reflects the true and correct operations of the Company.

 

 

Chapter 11

Addendum

Article 60. The Company’s seal shall be as follows: