Exhibit 3.03
(Translation)
Articles of Association
Of
Nakornthai Strip Mill Public Company Limited
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Chapter 1 General Provisions
Article 1 The words used in these Articles of Association shall have the
meanings as follows unless otherwise specified:
"Company" means Nakornthai Strip Mill Public Company Limited.
"Law" means The laws governing public limited company and
the laws governing securities and exchange.
"Registrar" means The registrar in accordance with the
laws governing public limited company.
"Share
Registrar" means The person who performs as share registrar of
the Company.
Article 2 Unless specifically provided for by these Articles of Association,
the provisions of the Law shall apply.
Article 3 Any provisions not referred to herein shall be governed and
construed in all respects in accordance with the law.
Chapter 2 Issuance of Shares
Article 4 The shares of the company shall be ordinary shares of equal par
value par value of Baht Ten (Baht 10) each and shall be fully
paid-up in one lump sum.
The Company may issue new ordinary shares to any persons as if they
were paid up in full because such person has given other property in
lieu of money or has granted or permitted the use of copyright to
any work of literature or science, patent, trademark, form or model,
plan, formula, or confidential process, or has provided information
concerning experience in the field of industry, commerce, or
science.
In paying for shares, a subscriber or purchaser cannot offset any
debts with the Company.
The Company may issue the following instrument as permitted by
resolution of a shareholders' meeting:
4.1 Preferred shares;
4.2 Debentures or convertible debentures into ordinary shares;
4.3 All kinds of equity and debt securities in accordance with the
relevant law; and
4.4 Warrants representing the right to subscribe ordinary shares,
investment units or securities as specified in items 4.1, 4,2
and 4.3.
Article 5 All share certificates of the Company shall enter into name
certificates and bear a print or signature of at least one (1
person) director.
The directors may appoint the Share Registrar in accordance with
laws governing securities and exchange to cause a print or signature
in place. If the Company appoints Thai Securities Depository Company
Limited to be its Share Registrar, the procedures relating to share
registration of the Company shall be as prescribed by the Share
Registrar.
Article 6 The Company shall issue share certificates to shareholders within
two months (2 months) from the date the Registrar has accepted to
register the Company, or from the date of payment for the shares
which has been received in full in the case of the sale of
authorized but unissued or newly-issued shares after registration of
the Company.
Article 7 If any of the share certificates are damaged or defaced, the Company
shall issue a new share certificate to the shareholder when the
shareholder surrenders the former share certificate.
If any of the share certificates are lost or destroyed, the
shareholder must show evidence of notification of such to the
inspection officials or other appropriate evidence to the Company.
On finding all is in order, the Company shall issue a new share
certificate to the shareholder within the time specified by the Law.
The Company may charge a fee for the issuance of a new share
certificate substituting the lost, destroyed, damaged or defaced
certificate, at a rate of no more than that specified in the
ministerial regulations. If the shareholder has paid a fee to the
Company, the Company shall issue a new share certificate to the
shareholder within the time specified by the Law.
Article 8 The Company may not own its own shares or take them in pledge.
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Chapter 3 Transfer of Shares
Article 9 The Company's shares may be transferred without any restriction,
except where the said transfer of shares would result in more than
forty-nine (49) percent of total issued shares of the Company being
held by foreigner.
Article 10 Transfer of shares shall be valid upon the transferor endorsing the
share certificate with the name of the transferee and the signatures
of both transferor and transferee and delivering such share
certificate to the transferee.
The transfer of shares may be set up against the Company upon the
receipt by the Company of the request to register such transfer of
shares, provided that the transferee must submit to the Company the
share certificate endorsed with the name of the transferee and the
signature of both transferor and transferee and the request to
register such transfer of shares and can be set up against third
parties upon the entry of such transfer by the Company in the share
register book. If the Company considers such transfer of share is in
compliance with the Law, it shall register such transfer of shares
within fourteen days (14 days) from the date of receipt of the
request. If the transfer of shares is incorrect or incomplete, the
Company shall notify the applicant accordingly within seven days (7
days).
In the case where the Company issues preferred shares, convertible
preferred shares, in conversion of preferred share into ordinary
shares, the shareholders must submit to the Company a request for
share conversion together and surrender the share certificate. The
conversion into ordinary shares shall be effective from the date of
submission of the request to the Company. The Company shall issue a
new share certificate to the applicant within fourteen days (14
days) from the date of receipt of the request.
The transfer of securities issued under the provision of Article 4
shall be in accordance with the regulations and law related to the
issuance of such kind of securities.
When the shares of the Company become listed on the Stock Exchange
of Thailand, the transfer of shares shall be in accordance with the
laws governing securities and exchange.
Article 11 If the transferee wishes to acquire a new share certificate, he
shall submit to the Company a request in writing bearing signatures
of the transferee and of at least one (1) witness and surrender the
former share certificate to the Company. In this regard, if the
Company considers that the transfer of shares is legally made in
accordance with the Law, it shall register such transfer of shares
within seven days (7 days) and issue a new share certificate within
one month (1 month) from the date of receipt of the request.
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Article 12 In the case of the death or bankruptcy of a shareholder, if the
person entitled to the shares surrenders a share certificate and
produces complete lawful evidence of entitlement, the Company shall
register him as a shareholder and issue a new share certificate
within one month (1 month) from the date of receipt of such
evidence.
Article 13 During the period of twenty-one days (21 days) prior to each
shareholder meeting, the Company may cease to accept registration of
share transfers by notifying the shareholders in advance at the head
office and at every branch office of the Company not less than
fourteen days (14 days) prior to the date of cessation of the
registration of share transfer.
Chapter 4 Board of Directors
Article 14 The Company's Board of Directors shall consist of fourteen (14)
directors. Not less than one half of all directors shall reside in
the Kingdom of Thailand.
A director is entitled to receive an amount to cover an out-of
pocket costs and expenses incurred in connection with the attending
of any meeting of the Board of Directors which includes, but not
limited to, traveling expenses, accommodation expenses, etc. Such
amount shall be fixed by the President as he deems appropriate.
A director is entitled to receive other types of remuneration in the
form of reward of money, fees for attending a meeting, gratuity,
bonus or other remuneration from the Company according to the
Articles of Association or upon the consideration of shareholder
meeting. In this regard, the remuneration may be fixed at a definite
amount or prescribed by rule and fixed at a definite amount from
time to time or taken effect until changes have occurred.
Additionally, a director is entitled to allowances and any benefits
in accordance with the Company's rules.
The contents in the second and third paragraphs shall not bear any
effect on the staff nor employees of the Company so appointed as
directors in receiving remuneration and benefits as staff or
employees of the Company.
Article 15 The appointment of the Company's directors shall be made by the
shareholder meeting in accordance with the following rules and
procedures:
15.1 Each shareholder shall have a number of votes equal to the
number of shares held;
15.2 The appointment of a director may be processed by voting to
elect one or several persons as director or directors as
deemed appropriate by the shareholder meeting. However, each
shareholder must exercise all the votes he has under item 15.1
and cannot divide Ms votes between any person in any case; and
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15.3 The candidates shall be ranked in order descending from the
highest number of votes received to the lowest, and shall be
elected as directors equivalent to the number of directors who
are to be elected. If there is a tie in the last to be elected
and this exceeds the said number of directors, the presiding
Chairman shall have an additional casting vote.
Article 16 At every annual general meeting, one-third of the directors shall be
retired. If the number is not a multiple of three, then the number
nearest to one-third shall be retired. A retiring director is
eligible for re-election.
The directors to retire during the first and second year following
the registration of conversion into a public limited company, shall
be selected by drawing lots. In every subsequent year, the director
.who has been in office for the longest term shall retire.
Article 17 0ther than for vacancy by rotation, a director shall vacate office
upon:
(1) death;
(2) resignation;
(3) lack of qualifications or subject to prohibitive
characteristics under the law on public limited company;
(4) being removed by a resolution of the shareholder meeting under
Article 20; and
(5) being removed by a court order.
Article 18 Any director wishing to resign from the director position shall
submit a resignation letter to the Company. The resignation shall
take effect from the date on which the resignation letter reaches
the Company.
The director who has resigned under the first paragraph may also
send notification of his resignation to the share registrar.
Article 19 In the case of a vacancy on the Board of Directors for reasons
otherwise than by rotation. The Board of Directors shall elect any
person who is qualified and not subject to the prohibited
qualifications under law on public limited company as the substitute
director at the subsequent Board of Directors meeting, unless the
remaining term of office of the said director is less than two
months (2 months).
The aforesaid substitute director shall retain his office only for
the remaining term of office of the director whom he replaces.
Article 20 The shareholders meeting may pass a resolution removing any director
from office prior to the retirement by rotation, by a vote of not
less than three-fourths of the
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number of shareholders attending the meeting and having the right to
vote and the shares held by them shall, in aggregate, be not less
than one half of the number of shares held by the shareholders
attending the meeting and having the right to vote.
Article 21 A director may or may not be a shareholder of the Company.
Article 22 The Board of Directors shall elect one of the directors to be the
Chairman of the Board. Where the Board of Directors deems
appropriate, it may elect one or several directors as Vice-Chairman.
The Vice-Chairman shall have duties as stipulated in the Articles of
Association in the business assigned by the Chairman of the Board.
The Board of Directors may appoint one or several directors to
perform any acts on behalf of the Board of Directors.
Article 23 At a meeting of the Board of Directors, there must be not less than
one half of the total number of directors present to form a quorum.
In the event that the Chairman is absent or is unable to perform the
duties, if there is a Vice-Chairman, the Vice-Chairman shall be the
chairman of the meeting. If there are several Vice-Chairmen, the
directors present at the meeting shall elect one of the
Vice-Chairmen to be the chairman of the meeting. In the absence of
the Vice-Chairman or the Vice-Chairman is unable to perform the
duties, the directors present at the meeting shall elect one among
themselves to be the chairman of the meeting.
Decisions of the meeting, shall be made by a majority vote.
Each director is entitled to one vote, but a director who has
interests in any matter shall not be entitled to vote on such
matter. In the event of a tie vote, the chairman of the meeting
shall have an additional casting vote.
Article 24 The Chairman of the Board is entitled to summon the meeting of the
Board of Directors. In the event that the Chairman is unable to
perform the duties, the Vice-Chairman shall summon the meeting.
In summoning a meeting of the Board of Directors, the Chairman of
the Board or a person entrusted by him shall send notices thereof to
the directors not less than fourteen days (14 days) prior to the
date of the meeting. However, in a case of necessity or urgency for
the purpose of maintaining the rights and interests of the Company,
the summoning of the meeting may be made by other methods and the
date of the meeting may be fixed sooner.
Two directors or more may request the Chairman of the Board to call
a meeting of the Board of Directors. In the event that two directors
or more requesting to call a meeting of the Board of Directors, the
Chairman of the Board or person entrusted by him shall fix the date
of meeting within fourteen days'(14 days) form the date of receipt
of the request.
Article 25 The Chairman of the Board shall fix the date, time and place for a
meeting of the Board of Directors. The place for a meeting may be
specified at a location other
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than the principal place of business of the Company. In the event
that the Chairman of the Board is unable to perform the duties and
the Vice-Chairman calls a meeting of the Board of Directors, the
Vice-Chairman shall fix the date, time and place for a meeting.
Article 26 In the case where a vacancy in the Board of Directors results in the
number of directors be less than the number required for a quorum,
the remaining directors shall not perform any act in the name of the
Board of Directors with the exception of calling a meeting of
shareholders to elect directors to replace all the vacancies.
The meeting under the first paragraph shall be held within one month
(1 month) from the date the number of directors falls below the
number required for a quorum.
The substitute directors referred to in the first paragraph shall
retain office only for the remaining terms of the office of the
directors whom they replace.
Article 27 The Board of Directors of the Company has the power and duties to
manage the Company as follows:
1. To perform in accordance with the law, objectives, Articles of
Association, resolutions of shareholder meetings, the
Management Agreement and any agreements relating thereto and
the License Agreement;
2. To determine interim dividends to shareholders; and
3. To determine the payment of gratuities or other kinds of
benefits to staff or employees of the Company or any person
who works, regularly or not, for the Company except for the
provision specified in the Article 14.
To perform in accordance with its authority and responsibilities,
the Board of Directors may appoint a director or directors or other
persons to perform any tasks on behalf of directors.
Article 28 No director shall operate any business or become a partner in
ordinary partnerships or become a partner with unlimited liability
in limited partnerships or become a director of other juristic
persons which have the same nature as and are in competition with
the business of the Company, unless he notifies the shareholders
meeting prior to the resolution for his appointment.
Article 29 A director shall notify the Company without delay if he has an
interest in a contract entered into the Company or holds shares or
debentures in an increased or decreased amount of the Company or an
affiliate company,
Article 30 The Board of Directors shall hold a meeting at least once in every
three months (3 months).
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Article 31 Except for that provided in Article 5, two directors shall be
authorized to sign with the Company's seal affixed in documents,
instruments or other significant letters to bind the Company.
The shareholders meeting or the meeting of the Board of Directors
may determine and amend the directors' name authorized to sign to
bind the Company with the Company's seal affixed.
Article 32 The Board of Directors may appoint a certain number of directors as
it deems appropriate to be the Executive Board of Directors with the
authority to manage the Company's business assigned by the Board of
Directors. A director of the Executive Board of Directors shall be
appointed to be the Chairman of Executive Directors
An Executive Director is entitled to receive remuneration and
gratuity as determined by the Board of Directors which shall not
cause any effect to the rights of such Executive Director to receive
remuneration or other benefits in accordance with these Articles of
Association as a director.
The Board of Executive Directors shall convene or call for a meeting
as it deems appropriate. The provisions of Articles 22 and 25 shall
be applied mutatis mutandis.
Article 33 The Board of Directors may appoint four (4) persons from the Board
of Directors to serve as directors on the Advisory Board. The
Advisory Board shall consult, advise, give comments and
recommendation to the Board of Directors.
The Advisory Board shall meet once a month.
Article
33/1 The Board of Directors may appoint three (3) persons from the Board
of Directors to serve as directors in the Audit Committee. The Audit
Committee shall have a duty as required by applicable law.
Article
33/2 The following transactions shall be passed by the majority vote of
all the number of directors of the Company:
1. any equity investment in any other entity or
any purchase of assets of any other entity other than those
specified in (2) (b) of Article 40;
2. entry into any joint venture, partnership or other
profit-sharing arrangement with any person;
3. any acquisition, disposition, assignment, transfer, licensing
or sub-licensing of any know-how, trademarks, trade names,
trade secrets or similar intellectual property rights of any
person; and
4. approval of annual budget and expenses.
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Chapter 5 Shareholders Meeting
Article 34 The Board of Directors shall convene an annual general meeting of
shareholders within four months (4 months) from the last day of the
fiscal year of the Company.
Shareholders meetings other than the aforesaid shall be called the
extraordinary meeting. The Board of Directors may summon an
extraordinary meeting whenever it deems appropriate or shareholders
holding shares in aggregate not less than twenty (20) percent of the
total number of issued shares, or shareholders in a number of not
less than twenty-five persons (25 persons) holding shares in
aggregate not less than ten (10) percent of the total number of
issued shares, may at any time subscribe their names in a letter
requesting the Board of Directors to call an extraordinary meeting,
provided that they clearly state the reasons for such request in the
said letter. In this case, the Board of Directors shall call the
shareholder meeting within one month (1 month) from the date of
receipt of such letter from the shareholders
Article 35 The Board of Directors shall specify the date, time and place for
the shareholders meeting. The place of meeting can be specified at a
location other than the principal place of business of the Company.
Article 36 In summoning the shareholders meeting, the Board of Directors shall
prepare an invitation notice of the meeting specifying the place,
date, time, agenda and the matters to be submitted to the meeting
together with appropriate details stating clearly whether they will
be for acknowledgment, for approval or for consideration, including
the opinions of the Board of Directors on the said matters and shall
send the same to the shareholders and the Registrar for information
not less than seven days (7 days) prior to the meeting. Publication
of invitation of the meeting shall also be made in a newspaper for
no less than three consecutive days (3 days) prior to the meeting.
Article 37 At the shareholders meeting, there shall be shareholders and proxies
(if any) attending the meeting in a number amounting to not less
than twenty-five persons (25 persons) or not less than one half of
the total number of shareholders holding shares altogether amounting
to not less than one-half of the total number of shareholders shares
constitute a quorum.
If after one hour from the time fixed for the shareholder meeting,
the number of shareholders present is insufficient to form a quorum
as specified, if such shareholder meeting was convened at the
request of shareholders, it shall be canceled. If such shareholder
meeting was not convened at the request of shareholders, the meeting
shall be called again and, in this latter case, notice calling for
the meeting shall be sent to shareholders no less than seven days (7
days) before the date of the meeting. In the latter meeting, a
quorum is not compulsory.
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Article 38 At the shareholder meeting, the shareholders may authorize other
persons as proxies to attend and vote at the meeting on their
behalf. The instrument appointing the proxy must bear the date and
signature of the shareholder who appoints his proxy and must be in
accordance with the form specified by the Registrar.
The instrument appointing the proxy shall be submitted to the
Chairman of the Board or a person entrusted by him at the meeting
before the attendance of the proxy.
Article 39 At the shareholders meeting, the Chairman of the Board shall preside
over the meeting. If the Chairman is not present or is unable to
perform the duty, the Vice-Chairman, if available, shall preside
over the meeting. If there is no Vice-Chairman, or the Vice-Chairman
is unable to perform the duty, the meeting shall elect one of the
shareholders attending the meeting to preside over the meeting.
Article 40 The resolutions of the shareholders meeting shall be passed by the
following votes:
(1) in an ordinary circumstance which shall include the following
list sdescribed below, the majority vote of shareholders who
attend the meeting and cast their votes. In case of a tie
vote, the chairman of the meeting shall have an additional
casing vote.
(a) any agreement between the Company and any shareholders
or affiliate of any of its shareholders, or any other
person if such person's compensation or other benefits
thereunder will directly or indirectly benefit such
shareholder or any of its controlled affiliates;
(b) any reorganization of the Company;
(c) any early termination of any of the Management Agreement
and any agreements relating thereto and the License
Agreement otherwise than in accordance with the
respective terms thereof; and
(d) any purchase, sale, assignment, transfer or disposal of
any assets of the Company other than in the ordinary
course of business and other than those specified in (2)
(a) and (b) below.
"affiliate" means:
(i) persons related by blood, marriage or registration under
law, such as father, mother, spouse, child, sibling,
uncle and aunt including spouses and children of the
persons aforementioned;
(ii) persons or partnerships under Section 258(l) through (7)
of the Securities and Exchange Act B.E. 2535;
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(iii) a shareholder who directly or indirectly holds shares in
the Company in a total amount exceeding 10 percent of
the Company's paid-up capital and has a power to cause
direction of the management and policy. Such
shareholding shall also include the shares held by a
person in (ii) above.
(2) in the following circumstances, a vote of not less than
seventy-five (75) percent of the total number of votes of
shareholders who attend the meeting and have the right to
vote:
(a) the sale or transfer of the whole or important parts of
the business of the Company to other persons;
(b) the purchase or acceptance of transfer of the business
of other companies or private companies by the Company;
(c) the making, amending or terminating of contracts with
respect to the granting of a lease of the whole or
important parts of the business of the Company;
(d) the assignment of the management of the business of the
Company to any other persons;
(e) the amalgamation of the business with other persons with
the purpose of profit and loss sharing;
(f) the amendment or alteration of the Memorandum or
Articles of Association;
(g) the increase or decrease of the Company's capital or the
issuance of debentures;
(h) the amalgamation or dissolution of the Company; and
(i) the liquidation or winding-up up of the Company
Article 41 Transactions to be conducted at the annual general meeting are as
follows:
(1) Reviewing the report of the Board of Directors covering the
Company's business during the preceding year as proposed by
the Board of Directors;
(2) Considering and approving the balance sheet;
(3) Considering the appropriation of profits;
(4) Electing new directors in place of those who retire by
rotation;
(5) Appointing the auditor; and
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(6) Other business.
Chapter 6 Accounts, Finance and Audit
Article 42 The fiscal year of the Company shall commence on 1 January and end
on 31 December of every year.
Article 43 The Company shall cause accounts to be made and kept, as well as the
auditing thereof, in accordance with the laws governing such
matters, and shall make a balance sheet and a profit and loss
account at least once every twelve months (12 months) which is the
accounting period of the Company.
Article 44 The Board of Directors shall cause the balance sheet and profit and
loss account to be made as of the end of the fiscal year of the
Company, and shall propose the same to the shareholder meeting for
approval at the annual general meeting. The Board of Directors shall
arrange for the auditor to complete the auditing prior to the
proposal of the said balance sheet and profit and loss account to
the shareholder meeting.
Article 45 The Board of Directors shall send the following documents to the
shareholders the invitation notice of the annual general meeting:
(1) Copies of the audited balance sheet and profit and loss
account which have been audited by the auditor together with
the report of the auditor; and
(2) The annual report of the Board of Directors.
Article 46 Payment of dividends from money other than profit is prohibited. In
the case where the Company still has accumulated losses, payment of
dividends is prohibited.
Dividends shall be equally distributed according to the number of
shares.
Where the shares in the Company have not yet been completely issued
according to the number of shares registered or where the Company
has already registered an increase in capital, the Company may pay
dividends, in whole or in part, by issuing, new ordinary shares to
the shareholders, provided it has the approval of the shareholder
meeting.
The Board of Directors may pay interim dividends to the shareholders
from time to time when the Board of Directors considers that the
Company has sufficient profit and a report thereof shall be made to
the shareholders meeting at the next meeting.
The payment of a dividend shall be made within one month (1 month)
from the date the resolution was passed by the shareholder meeting
or by a meeting of the Board of Directors, as the case may be.
Written notices thereof shall also be sent
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to the shareholders and publication of the notice of the payment of
dividend shall also be made in a newspaper.
Article 47 The Company must appropriate to a reserve fund, from the annual net
profit not less than five (5) percent of the net profit less the
total accumulated losses brought forward (if any) until the reserve
fund reaches an amount of not less than ten (10) percent of the
registered capital.
Article 48 The auditor shall not be a director, staff member, employee nor a
person holding any position in the Company.
Article 49 The auditor has the power to examine during office hours, the
Company accounts, documents and any other evidence relating to
income and expenditure as well as assets and liabilities of the
Company. In this regard, the auditor is empowered to interrogate the
directors, staff, employees, persons holding any position in the
Company and agents of the Company, including to instruct such
persons to give facts or furnish documents pertaining to the
operations of the Company.
Article 50 The auditor has the duty to attend the shareholders meeting of the
Company every time the balance sheet, profit and loss account, and
problems pertaining to the Company's accounts are considered in
order to make clarification to the shareholders. The Company shall
also send the auditor the reports and documents received by the
shareholders in such shareholders meeting.
Chapter 7 Increase of Capital
Article 51 The Company may increase the amount of its registered capital by the
issuance of new shares which may be made after:
(1) all the shares have been completely issued or fully paid-up,
or if the shares have not been completely issued, the
remaining shares shall be the shares authorized for the
exercise of rights under convertible debentures or warrants to
purchase shares as specified in Article 4;
(2) the shareholders meeting has passed a resolution by not less
than three-fourths of total number of votes of the
shareholders attending the meeting and having the right to
vote; and
(3) the said resolution has been submitted to the Registrar for
the registration of a change of registered capital within
fourteen days (14 days) from the date of the shareholders
meeting passing such resolution.
Article 52 The new shares under Article 51 may be offered for sale in whole or
part and may be first offered for sale to the shareholders in
proportion to the number of shares held by each of them or may be
offered for sale to the public or other persons
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either in whole or in part in accordance with the resolution of the
shareholder meeting.
When the shareholders meeting has allocated the newly-issued shares
under the first paragraph, the shareholders meeting may authorize
the Board of Directors to determine price of shares, the number of
shares to be issued each time, date of sale of shares and proportion
of rights to subscription of shares.
Chapter 8 Additional Chapter
Article 53 All existing orders, rules and regulations or the approval of the
shareholders meeting of the Company which has been fixed or approved
for the Board of Directors before the date of these Articles of
Association becoming effective and not in contravention with the Law
or these Articles of Association shall be further effective until
such time as otherwise amended.
Article 54 The Company's seal shall be as follows:
[seal]
Article 55 The shareholders meeting shall consider the amendment of these
Articles of Association, if it is deemed appropriate, in accordance
with the Law.
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