checklist warrant-ro right offering of warrant and rights

Checklist Warrant-RO

Right Offering of Warrant and

Rights Issue of New Shares reserved for warrants conversion (“Reserved Shares”)

Issuing Company (“Company")Bangkok dec-con Public Company Limited

� Being a listed company on the stock Exchange of (“Listed Company”)

� Being a public company, which duty isbound pursuant to Section 56 (“Non-listed Company”)

Details of Warrant

- Name of warrant (if any) : Warrants to purchase ordinary shares of Bangkok dec-con Public

Company Limited No.1 (“BKD-W1”)

- Offered for sale to The Company’s existing shareholders whose names appear on the share

register book

on the record date on August 19, 2014, and to collect the names of entitled shareholders under

Section 225 of the

Securities and Exchange Act by closing register book on August 20, 2014

- Warrants offering date: August 28, 2014 -End of warrant maturity: February 27, 2016

- Number of warrant: 349,997,473 units - Last exercise date: February 27, 2016

- Offering price: 0 Baht - Number of reserved shares: 174,998,737 shares

- Exercise ratio: 2 unit of warrant per 1 ordinary share -Exercise price: Bt 3.50 per shares

Checklist

Fully Meet

The criteria1

References

Item/Page

1. Features of warrant

1.1 Proportion of reserved shares to total issued shares of the

Company is � ≤ 50%

�

Terms on

Rights and

Duties Pg.4

Item 2.1

1 Identify N/A if the prevailing criteria is not applicable with the Company

Checklist

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The criteria

References

Item/Page

� > 50% only for issuance of warrant in either one of the following cases,

for which waiver has been given by the Office of the SEC before the offering as

per letter no. …..dated…..

(1) The company is in the conditions that need financial assistance

(2) It is intended for the Company/s debt restructuring

(3) It is deemed necessary and proper for the benefits of the

Company and the shareholder as a whole

1.2 The warrant has definite maturity, being < 10 years commencing

from the warrant issuing date (August 28, 2014)

� Terms on

Rights and

Duties Pg.4

Item 2.1

1.3 Definite exercise price and ratio are specified. � Terms on

Rights and

Duties Pg.4

Item 2.1

1.4 Certain period is specified for expressing intention of the last

exercise, i.e. > 15 days before the exercise date.

� Terms on

Rights and

Duties Pg.5-6

Item 2.2

1.5 Certain period of time is specified for exercising the right to buy

reserved shares within warrant maturity

� Terms on

Rights and

Duties Pg.5-10

Item 2.2

2. Invitation notice of the shareholders’ meeting, containing at least the

data below:

2.1 Preliminary data of warrants such as

- Tentative exercise price and ratio

- Exercise period

- Last exercise date

- Rationale for newly issued shares to reserved for rights adjustment

- Other, please indicate

� Invitation

notice of the

sharehoders’

meeting

Pg.24-27

2.2 Dilution effects, please indicate

-price dilution

-Earning dilution or control dilution

� Invitation

notice of the

sharehoders’

meeting Pg.26

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The criteria

References

Item/Page

2.3 Allocation of warrants

� Invitation

notice of the

sharehoders’

meeting

Pg.24

2.4 Other, please indicate

3. Resolutions of the shareholders1 meeting and resolution tenure

3.1The Company has obtained a resolution from the shareholders’ meeting

to issue reserved shares in an adequate amount.

� Agenda 5

Pg. 5

3.2 The Company has completed the allocation of warrants within 1 year

from the date of the shareholders’ meeting resolution has been made

� Warrants

offering date:

August 28, 2014

The shareholder

meeting/s

resolution was

given on August

8, 2014

4. Covenants of warrant containing at least the data below :

4.1 Feature of warrants as follows:

(1) Maturity of warrants, 1 years and 6 months

(2) Warrants offering price and exercise price

(3) Warrants exercise ratio

(4) Warrants exercise method , e.g. exercise every final day of each quarter

(5) Other significant data, please indicate

� Terms on

Rights and

Duties Pg.4-5

Item 2.1

4.2 Rationale, conditions and procedures pertaining to the amendment to

the warrant covenants

� Terms on

Rights and

Duties

Item 13

4.3 Compensation for damage to be obtained by warrant holders in case

the Company fails to allocate reserved shares, which shall be the difference

between the share market price and the exercise price.

� Terms on

Rights and

Duties

Item 4

Checklist

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The criteria

References

Item/Page

4.4 Protection of warrant holders as follows:

(1) In case of call warrants, the Company warrants and represents that all

covenants pertaining thereto:

(a) is fair and clear, and the call warrants is on reasonable grounds of any

incidents or actions and beyond any individuals’ control.

(b) require that the Company shall call warrants only under the certain

circumstances as specified

(c) require that there are measures in place to ensure all warrant

holders/acknowledgment and awareness of such call provision

(2) Rationale and condition in the right adjustment and the calculation method

are specified,

(a) When there is a change in the par value of the Company as a result of share

merge or split.

(b) When the Company offers to sell its newly issued shares at the price lower

than the market price.

(c) When the Company offers to sell its CD or warrant at the price lower than the

market price.

(d) When the Company pays dividend wholly or partially in form of share

dividends to the shareholders.

(e) When the Company pays dividend in monetary form in the amount exceeding

that specified in the covenant

(f) When there is any other case arising in the same manner as (a) -(e) above that

will cause the consideration to the warrant holders, who exercise their warrants

to become inferior to that earlier specified.

In case of events as prescribed in (b) and (c) above, the Company has specified

the discount rate from the market price of the ordinary shares and calculation

method of the offering price and the market price of the ordinary shares in the

covenant.

-

�

Terms on

Rights and

Duties

Pg. 12-20

Item 5

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The criteria

References

Item/Page

(However, a waiver has been granted by the Office of the SEC to the Company

before the offering of warrants if the Company does not make right adjustment,

in the case that such scenario in (a) - (f) arises, pursuant to the regulator/s letter

no…………dated………………………..)

Terms on

Rights and

Duties

Pg. 12-20

Item 5

5. Required process after the offering of warrant

5.1 The Company has stated in the offering of warrant that right

adjustment shall be made by either one of the following methods :

(1) Adjustment of exercise price and ratio, or

(2) Adjustment of exercise price together with new warrant issue to substitute

for the adjustment of exercise ratio.

If issuance and offering of additional reserved shares are required, the Company

shall seek approval from the Office of the SEC by filing to the Office together

with the shareholder meeting/s resolution for the issuance of reserved shares in

an adequate amount for the right adjustment.

� Terms on

Rights and

Duties

Pg. 12-20

Item 5

5.2 The Company has stated in the offering of warrant that the warrant

maturity shall not be extended and the exercise price and ratio shall not be

changed, unless it is in the case of right adjustment pursuant to clause 4.4 (2).

� Terms on

Rights and

Duties

Pg.16

Item 5. (8)

We, on behalf of the Company, hereby acknowledge and observe in all respects the conditions

pursuant to the Notification of the Capital Market Supervisory Board regarding the request and the grant

of approval for the company to offer for sale of warrants and shares reserved for the exercise of warrants.

For any amendment to the covenants of the warrants after the warrants offering, the Company shall

undertake to ensure the compliance with the covenants and shall not perform in contradiction to the

provisions of the Notification of the Capital Market Supervisory Board. The Company shall inform the

Office of the SEC in writing of such amendment within 15 days from the amendment date. We certify that

all the information contained herein iscorrect and true in all respects.

......................................................... .........................................................

(Miss Kanoknart Ratanasuwanachart ) (Mrs.Napassorn Thipakkarayod)

Director Director

Authorized directors of the Company seal the Company affix (if any)

Remark

The offering for sale of newly issued securities at discount means the offer to sell the newly

issued securities in any of the following cases :

1. The offering to sell the newly issued shares, which the offering price as specified in Clause 1 is

at the discount of more than 10.00% of the market price.

2. The offering to sell the warrants and the newly issued shares reserved for the exercise of

warrants, which the offering price as specified in Clause 1 is at the discount of more than 10.00% of the

marketprice

3. The offering to sell the convertible debenture, which the offering price as specified in Clause 1

is at the discount of more than 10.00% of the market price

1. Calculation of the offering price

1.1 In case of offering to sell the ordinary shares, offering price is determined by the price that

offered to the public.

1.2 In case of offering to sell the warrants, offering price is determined by the offering price of

warrant plus the exercise price to purchase ordinary shares

1.3 In case of offering to sell the ordinary shares simultaneously with warrants, offering price is

determined by the following formula:

((Ps) (Qs)) + ((Pw)(Qw)) + ((Ep)( Qx))

Qs + Qx

Where

Ps = the offering price of ordinary share

Qs = number of the offering shares

Pw = the offering price of warrant

Qw = number of the offering warrant

Ep = the exercise price to purchase ordinary shares

Qx = number of shares to be received from the exercise of warrants

1.4 In case of offering to sell the convertible debenture, offering price is determined by the

offering price of convertible debenture divided by conversion ratio.

2. Calculation of market price is determined by any of the following criteria.

2.1 Weighted average market price, either closed price or average price, of shares of not less

than 7 consecutive business days, but not more than 15 consecutive business days prior to the date of

determination of the offer price

The date of determination of the offering price is specified as follows :

a) The date that the Board of Directors of the Company resolves to propose the offering for sale

of warrants and the reserved shares at discount to the shareholders for approval or;

b) The date that the shareholders approve the offering for sale of newly issued shares at

discount or ;

c) The first date that the securities are offered to the investor or ;

d) The date that the investors obtain the right to subscribe the newly issued ordinary shares

In case the weighted average market price as specified in Clause 2.1 is not applied, the

appropriateness and reasons of not using such the price shall be clearly provided.

2.2 The price determined the comparison of demand and supply for the offered securities i.e.

bookbuilding.

2.3 Fair value of securities evaluated by the financial advisor, who is in the approved list of the

Securities and Exchange Commission. In this case, material assumptions used in the valuation shall be

clearlyprovided.

Documents to be Submitted Together with Checklist of Right Offering of Warrant

And Newly Issued Reserved Shares

Document to be sent together with checklist

Available/

Not available

Remarks

1. Report on result of rights offering of warrants and reserved

shares

�

2. Invitation notice of the shareholders/ meeting to resolve the

issuance and offering of warrants and reserved shares

�

3. Resolution of the shareholders/ meeting to approve the issuance

and offering of warrants and reserved shares

�

4. Warrant covenants �

5. Details of the calculation of reserved shares �

6. Details of the calculation of dilution effects �

7. Letter of the Office of the SEC informing the waiver of warrants

issuance in excess of 50% (if any)

-

8. Waiver letter issued by the Office of Securities and Exchange

Commission regarding the occurrence of events, which the

Company shall not adjust the right of warrants (if any)

-

Note

Every page of the above documents has to be signed by the authorized directors.

Warrant Covenants of Rights ang Duties of the Issuer and Warrant Holders to

Purchase Ordinary Shares Issued and Offered to Existing Shareholders

Bangkok Dec-Con Public Company Limited

Warrant Covenants of Rights and Duties of the Issuer and Warrant Holders to

Purchase Ordinary Shares Issued and Offered to Existing Shareholders


The Warrant Covenants to purchase ordinary shares of Bangkok dec-con Public Company

Limited No.1 which are allocated to the existing shareholders (“Warrant No.1” or “BKD-W1”) are issued

by Bangkok dec-con Public Company Limited according to the resolution of the Extraordinary General

Meeting of Shareholders No. 1/2017 held on August 8, 2014

The Warrant Holders shall be entitled to the rights as described in the Warrant Covenants.

The Issuer and Warrant Holders shall be bound by the Warrant Covenants in all respects and it shall be

deemed that the Warrant Holders fully acknowledge and understand all the terms and conditions set

forth. The Issuer shall arrange to keep a copy of the Warrant Covenants at the issuer’s head office in case

the Warrant Holders request to inspect a copy of the Warrant Covenants and other contracts during the

Issuer's business hours.

1. Definition

All terms and phrases used in these Warrant Covenants shall bear the meanings as below:

Warrant Covenants means The covenants with regards to the rights and duties of

the Issuer and Warrant Holders to purchase ordinary

shares of Bangkok dec-con Public Company Limited

No.1 which are allocated to existing shareholders

(“Warrant No.1” or BKD-W1) (including the applicable

amendments thereto)

Warrant means Named and transferable Warrants to purchase ordinary

shares of Bangkok dec-con Public Company Limited No.1

allocated to existing shareholders.

Certificate Representing Warrant means A certificate issued by Thailand Securities Depository

Company Limited representing the Warrants to purchase

ordinary shares of Bangkok dec-con Public Company

Limited.

The Company or Issuer means Bangkok dec-con Public Company Limited.

Warrant Holder means Holders of Warrants to purchase ordinary shares of the

Company, including holders of the Certificate

Representing the Warrants to purchase ordinary shares

of the Company

SEC means The Securities and Exchange Commission

Business Day means The days on which commercial banks in Bangkok

operate as usual, except Saturday or Sunday or any

bank holiday as announced by the Bank of Thailand.

Announcement Tor Jor 34/2008 means Notification on Capital Market Commission Tor. Jor

34/2008 Re: Authorization and Permission to Offer

Warrants to Purchase the Newly Issued Shares and the

Underlying Shares for the Warrants.

SET means The Stock Exchange of Thailand

TSD means Thailand Securities Depository Company Limited

Issue Date means August 28, 2014

The exercise date means Warrant holders can exercise their rights to purchase

the Company’s ordinary shares on the every June 30 of

every year throughout one (1) years and six (6) months

from the issuance date (“Exercise Date”). The first

exercise date is June 30, 2015 and the final Exercise Date

is February 27, 2016. If exercise date falls on a day which

is not a business day then that particular exercise date

shall be moved up to the business day prior to such

exercise date.

Period for notification of means As mentioned in Clause 2.2.2

intention to exercise the

warrant

2. The detail of the Warrants

Warrants to purchase the Company’s ordinary share No.1 (“Warrants No.1” or “BKD-W1”) in the amount

of not exceeding 350,000,000 units to existing shareholders of the company at the ratio of 2 existing

shares to 1 unit of Warrant No.1

2.1 Nature of the Warrants

Issuer Bangkok dec-con Public Company Limited

Address 52/3 Moo 8, Bangbuathong-Supanburi Rd., Lahan, Bangbuatong,

Nonthaburi 11110 Tel: 02-925-5777 Fax: 02-925-5778

Type of Warrant The Warrant to purchase ordinary shares of Bangkok dec-con Public

Company Limited No.1 which will be allocated to the existing

shareholders (“Warrant No.1” or “BKD-W1”)

Category of Warrant Named and transferable Warrant to purchase ordinary shares of Bangkok

dec-con Public Company Limited

Number of Warrant 350,000,000 units

Underlying Share 175,000,000 shares

Offering Method Allocation to existing shareholders as the ratio of 2 existing ordinary

shares to 1 unit of Warrant (any fraction will be discarded as to be

decided on by the Board of Directors or person assigned thereby). The

record date for the names of shareholders entitled to be allocated

Warrants is set to be August 19, 2014 and the names of entitled

shareholders will be gathered pursuant to Section 225 of the Securities

and Exchange Act by means of closing of the share register book on

August 20, 2014

Offering price per unit Baht 0 (Zero) per unit

Terms of Warrant 1 years and 6 months from the Issue and Offering Date

Issue and Offering Date August 28, 2014

Exercise Ratio 2 unit of Warrant per 1 newly ordinary share (subsequently amendable

in accordance with the conditions for right adjustment)

Exercise Price Baht 3.50 per share (subject to change in accordance with the conditions

for right adjustment)

Exercise Period Warrant holders can exercise their rights to purchase the Company’s

ordinary shares on the every June 30 of every year throughout one (1)

years and six (6) months from the issuance date (“Exercise Date”). The

first exercise date is June 30, 2015 and the final Exercise Date is February

27, 2016. If exercise date falls on a day which is not a business day then

that particular exercise date shall be moved up to the business day prior

to such exercise date.

Period for notification of 15 business days prior to the exercise date

intention to exercise the

warrant

End of Warrant term February 27, 2016

Warrant Registrar Thailand Securities Depository Company Limited

Secondary Market of The Company will register the Warrants as listed securities on The Stock

Exchange of Thailand.

Warrant Secondary Market of The Company will register the ordinary shares derived from exercise of

ordinary share derived from Warrants under this issue and offering as listed securities on The Stock

the exercise of Warrants Exchange of Thailand.

Exercise procedures and As mentioned in Clause 2.2

conditions

2.2 Exercise Procedure and Conditions

2.2.1 Exercise Date

Warrant holders can exercise their rights to purchase the Company’s ordinary shares on the every

June 30 of every year throughout one (1) years and six (6) months from the issuance date (“Exercise

Date”). The first exercise date is June 30, 2015 and the final Exercise Date is February 27, 2016. If

exercise date falls on a day which is not a business day then that particular exercise date shall be

moved up to the business day prior to such exercise date.

2.2.2 Notification period for the exercise of Warrant

The Warrant Holders who wish to exercise their rights to purchase ordinary shares of the Company

must notify the intention to purchase ordinary shares of the Company during 9.00 - 16.00 hours of

each Business Day during 5 Business Days prior to each exercise date (hereinafter called “the

Notification Period”). In case of the last exercise date, the Notification Period shall be within 15 days

prior to the last exercise date (hereinafter called “the Last Notification Period”)

The Company will not close the register book to suspend the transfer of Warrants, except for the last

exercise date in which case the Company will close the register book to suspend the transfer of

Warrants for 21 days prior to the last exercise date. In addition, the Company shall notify the SET to

suspend the purchase and sell of the Warrants (or posting the SP sign) 21 days prior to the last exercise

date. In this regard, the SET will post the SP sign (“Suspended”) on the Warrants of the Company 3

Business Days prior to the closing date of the registered book. In the event that the first closing date

of the register falls on the SET’s holiday, the register closing date shall be changed to the preceding

Business Day.

The Company will inform the information regarding the Notification Period, exercise ratio, exercise

price for ordinary shares and contact place at least 5 days prior to each Notification Period through

the SET’s information distribution system (SET SMART/ELCID). For the last exercise date, the Company

will send the information by registered mail to the Warrant Holders whose names appear on the

Warrant Holders register book of the Company as of the last registerclosing date. In addition, the

Warrant Holders shall be informed about the exercise right through the SET’s information distribution

system (“SCP” system) at least 3 days prior to the last Notification Period.

2.2.3 Warrant Registrar

Thailand Securities Depository Company Limited (“TSD”)

The Stock Exchange of Thailand

62 Ratchadaphisek Rd.,

Klongteoy, Bangkok 10110, Thailand

Tel: 02-596-9000

Fax: 02-654-5427

The Warrant Registrar will be responsible for closing Warrant Holders’ register book which must

consist of full name, nationality and address of the Warrant Holders and other relevant information

as required by TSD. If there are any discrepancies of the data, it shall be deemed that information in

the Warrant Holders’ register book is correct.

Hence, the Warrant Holders are responsible for directly notifying the Warrant Registrar of any

changes or errors in the information in the Warrant Holders’ register book and the Registrar shall

amend or change such error accordingly.

The Company reserves the right to change the Warrant Registrar and will promptly keep the Warrant

Holders notified of such change via the SET’s information distribution system and will so inform the

SEC within 15 days. Moreover, the Company will send a notice informing the change to the Warrant

Holders via registered mail.

2.2.4 Contact place for the exercise

Bangkok dec-con Public Company Limited

52/3 Moo 18, Bangbuathong-Supanburi Rd.,

Lahan, Bangbuatong, Nonthaburi 11110

Tel: 02-925-5777

Fax: 02-925-5778

In case the Company changes the contact place for the exercise, the Company will inform the Warrant

Holders of such change via the SET’s information distribution system.

2.2.5 Procedures for the exercise

The Warrant Holders may request and obtain the Exercise Form from the Company during the

Notification Period specified above.

Procedures for the exercise of Warrants which are in the script system and script-less system are

different from each other and are in accordance with the following criteria

The Warrant Holders who wish to exercise their rights to purchase ordinary shares shall follow the

conditions on Notification of Rights, by filling in detailed information and signing their names in the

Exercise Form to purchase ordinary shares, then submit the Warrants or the Certificate Representing

the Warrants including Exercise Form to purchase ordinary shares to the Company, and pay money

according to the amount of rights exercised. In addition, the Warrant Holders shall also follow the

regulations or the laws concerning the exercise of right to purchase the ordinary shares.

Documents and evidences that the Warrant Holders shall submit to the Company shall include the

followings:

1. Exercise Form to purchase ordinary shares which has been completely and correctly filled in

(Exercise Form to purchase ordinary shares can be obtained from the Company at the contact place

stated in Clause 1.2.4 during the Notification Period or during the Last Notification Period

2. The Warrants or the Certificates Representing the Warrants which specify that the shareholders

are entitled to the Warrants in a relevant amount as specified in the Exercise Form.

3. Evidence supporting share subscription

1) Thai Individual : A certified copy of Identification card

with a copy of certificate.

2) Foreign Individual : A photocopy of your passport with a copy.

3) Thai juristic person : Duly certified copy of certificate of incorporation by

the Ministry of Commerce, issued not over 6

months prior to the exercise date and duly certified

copy of evidence of the authorized person as in

1) or 2)

4) Foreign juristic person : Duly certified copy of Corporate Documents

which are Memorandum of Association, Article of

Incorporation, and Certificate of Incorporation

that are issued not over 6 months prior to exercise

date which duly certified copy by Notary Public of

such country and duly certified copy of evidence

of the authorized person as in 1) or 2)

4. According to the number of payment in accordance with the exercise of the rights specified in

the notification, the intention for the exercise of warrants within the specified period of time, a

way with no more than one of the ways used by any method as follows:

a. Transfer money into the account deposit account name "book purchase ordinary shares

of Bangkok Dec-Con Public Co., Ltd. to support the exercise of the warrants to purchase

shares BKD-W 1" Kasikorn Bank Public Company Limited, Rattanatibet Road Bangyai

branch, account number 269-2-88918-8, please attach the document of money transfer.

b. Payment can be made by check or bank draft denominated in a bill of exchange payment

instructions that the Bank has been able to collect in the Bangkok within each exercise

date, time crossed "book purchase the Company's ordinary shares issued codec - Icon

Limited (the "Company) in order to support the exercise of the warrants to purchase

shares BKD-W 1." The exercise of warrants will be complete when the company can

collect the payment for the amount of money collected, and then only if it is not a

necessity that is not caused by the company, it shall be deemed that the warrant holders

intend to cancel the exercise of the rights and the Company shall be deemed to cancel

the agreement to use their rights in that time but this is not a cut-off of the right to

exercise in the next time, unless it is the right to cancel the last time out, it shall be

deemed that the right to purchase ordinary shares in accordance with the warrant.

Note: The warrant holders who wish to purchase the ordinary shares will be entitled to use the cost

burden of tax and/or stamp duty (if any) in accordance with the provisions of the code that a chapter or

stamp duty regulations or other laws related to, or effect on the exercise of warrants (if available)

2.2.6 The Warrants exercised must be in full amount .Allocation to existing shareholders as the ratio of 2

existing ordinary shares to 1 unit

2.2.7 The Warrant Holders must exercise their right to purchase ordinary shares at least 100 shares, and

number of unit of the Warrants exercised must be in full amount, except such Warrants have fraction. In

the case where the Warrant Holders has the right to purchase the ordinary shares less than 100 shares

2.2.8 In case that the Company receives incomplete evidence of Warrants or Certificate Representing the

Warrant or incorrect money as specified in the Exercise Form or verifies that the information filled in the

Exercise Form is incomplete or incorrect or an inadequate duty stamp is affixed as required by the relevant

laws or regulation, the Holders of Warrants or Certificate Representing the Warrants must rectify in order

to comply with the conditions prior to the exercise date; otherwise, the Company shall deem that the

exercise notifications are expired and invalid without any exercise of the right. The Company will then

return the money received and the Warrants or Certificate Representing the Warrants to the Warrant

Holders within 14 days from the exercise date, without any interest reimbursement in all cases.

In case change right adjustment. If there are warrants remaining after the allocation, the Company will

proceed to cancel the said remaining warrants.

2.2.9 The calculation of the adjustment to the exercise price and the exercise ratio as in (a) through (f)

shall not cause any changes which shall increase the new exercise price and/or decrease the exercise ratio,

except in case of share consolidation. For calculation of amount of money from the exercise of right, a

new exercise price after an adjustment (3 decimal digits) shall be calculated by multiplied with number of

the ordinary shares (number of the ordinary shares shall be calculated from the new exercise ratio

multiplied with number of the Warrants intent to exercise, the outcome of share calculation which has

any fraction shall be discarded.) In case the sum of money calculated from the exercise of right has a

fraction of Baht, such Baht fraction shall be discarded. In the event where there is a change in such exercise

price, which causes the new exercise price to be lower than par value of the Company’s ordinary shares,

such new exercise price shall be applied, except 18where the laws specify that the Company is prohibited

to issue share which is lower than the par value, then value of the Company’s ordinary share shall be

applied as the new exercise price and the new exercise ratio shall apply the exercise ratio obtained from

calculation from (a) through (f), as previously did.

2.2.10 ) In case that the Company receives incomplete evidence of Warrants or Certificate Representing

the Warrant or incorrect money as specified in the Exercise Form or verifies that the information filled in

the Exercise Form is incomplete or incorrect or an inadequate duty stamp is affixed as required by the

relevant laws or regulation, the Holders of Warrants or Certificate Representing the Warrants must rectify

in order to comply with the conditions prior to the exercise date; otherwise, the Company shall deem that

the exercise notifications are expired and invalid without any exercise of the right. The Company will then

return the money received and the Warrants or Certificate Representing the Warrants to the Warrant

Holders within 14 days from the exercise date, without any interest reimbursement in all cases.

In case the Holders of the Warrants or the Certificate Representing the Warrant make insufficient payments, the

Company reserves the right to proceed with one of the following alternatives as deemed appropriate:

1. Deem that the Exercise Form is invalid without any exercise, or

2. Deem that the number of ordinary shares subscribed is equal to the numbers of shares obtainable

according to the payment amount actually received by the Company at the exercise price prevailing at the time.

In case 1, the Company will return the payment received and the Warrants or the Certificate Representing the

Warrants which the Company deems unexercised to the holders of the Warrants or the Certificate Representing

the Warrants with no interest reimbursement by registered mail within 14 days from the exercise date. However,

the Warrants that are not yet exercised shall remain valid until the last exercise date.

In case 2, the Company will return the remaining Warrants or the Certificate Representing the Warrants and the

payment balance (if any), in the case the Company deems that only partial exercises is made to the Holders of the

Warrants or the Certificate Representing the Warrants with no interest reimbursement by registered mail within

14 days from the exercise date. However, the Warrants or the Certificate representing the Warrants that are not

yet exercised shall remain valid until the last exercise date.

2.2.11 Once the Holders of the Warrants or the Certificate Representing the Warrants who wish to

exercise their rights to purchase ordinary shares have complied with all notification conditions, i.e. the

Warrant Holders have correctly and completely delivered the Warrants or the Certificate Representing

the Warrants, the Exercise Form, and paid for the ordinary shares subscription, they may not revoke the

exercises.

2.2.12 After the last exercise date if the Holders of the Warrants or the Certificate Representing the

Warrants have not yet completely complied with all conditions governing the exercise, the Warrants or

the Certificate Representing the Warrants shall be deemed expire without any exercise and the Holders

of the Warrants or the Certificate Representing the Warrants may not exercise their rights after the last

exercise date.

2.2.13 In case that the Holders of the Warrants or the Certificate Representing the Warrants deliver the

numbers of Warrants exceeds the numbers desired to exercise, the Company will send the new Warrant

with the surplus number of Warrants to the Warrant Holders by registered mail within 14 days after such

exercise dates and the old Warrant shall be revoked.

2.2.14 The Company will register the change in the Company’s paid-up capital to the Ministry of

Commerce according to the numbers of newly issued ordinary shares for each exercise within 14 days

from the date the Company receives full payments for the exercised number of shares in each period. In

addition, the Company will register the Warrant Holders who exercise their rights as the Company’s

ordinary shareholders in the shareholder register book according to the numbers of ordinary share

calculated on such exercise.

2.2.15 In the event that the company is not able to provide an ordinary shares to accommodate the

exercise of the warrants. The Company will indemnify the holders of the warrants when the warrants

obtained on request to use right each and abide by the conditions set out accurately and completely. The

Company not able to provide an ordinary to accommodate the exercise of the warrant are fully

compensatory damages.

2.2.16 The Company's Board of Directors and/or the persons authorized by the Company's Board of

Directors or the Company's authorized signatories are empowered to determine and amend any other

necessary and appropriate conditions and details in connection with the warrant issuance, such as details

of the offering, to execute application, necessary supporting documents and evidence relevant to the

issuance of the warrant, including to contact and to file such application forms, documents and evidence

to the authorities or government agencies concerning the warrant issuance and the listing of the warrant

on the Stock Exchange of Thailand, and, to take any other actions which are deemed necessary and

appropriate for

3. Distribution method

The warrant shall be allocated to the existing shareholders of the Company on a pro rata basis (“Right

Offering”) at the allocation ratio of 2 existing ordinary shares for 1 unit of warrant. In this regard, the

names of shareholders entitled to receive the warrant shall be fixed on August 19, 2014 (Record Date),

and the names of entitled shareholders shall be collected under Section 225 of the Securities and

Exchange Act B.E. 2535 (as amended) by means of share register book closure and suspension of share

transfer on August 20, 2014. In case there is any fraction derived from the calculation of warrant

allocation based on the allocation ratio set forth, such fraction shall be discarded. If there are warrants

remaining after the allocation, the Company will proceed to cancel the said remaining warrants.

4. In the event that the company is not able to provide an ordinary shares to accommodate the

exercise of the warrants

The amount of compensation will be given to companies holding the warrants in accordance with

details as follows :

4.1 The Company will indemnify the holders of the warrants when the warrants obtained on

request to use right each and abide by the conditions set out accurately and completely. The

Company not able to provide an ordinary to accommodate the exercise of the warrant are fully

compensatory damages by the company will compensate the holders of warrants listed above

can be calculated as follows.

By the

B is the number of shares that can be issued and / or an increase in the utilization

rate that has a right to change to the increased per 1 unit.

MP is value of the ordinary shares of the company is divided by the number of

ordinary shares. The Company has all the trading on the Stock Exchange on the

day of each exercise

EP is the exercise price or the exercise price in accordance with the warrant the

change.

In the case where it is not possible to find "market price per share of the ordinary

shares of the company" As ordinary shares are not traded on the day exercise price fair

company will continue to use in the calculation.

4.2 The amount of compensation will be paid to the above company Checks crossed only and

will be shipped via postal mail.

Sign up within 14 days from the date of each exercise, there is no interest if your

company is not able to return the money to purchase such shares the holders of warrants within

the time prescribed. The company will pay interest to the holders of warrants at the rate per

annum, calculated of compensation damages from the date of the expiration of the 14 days

until the date on which the warrant holders receive a refund. However, does not in any case if

you have a refund check sent via registered mail in accordance with such damages that are

specified in a notification intention to exercise the right, and then it shall be deemed that the

warrant holders have been refund damages, and then, like, the warrant holders will not be

entitled to claim any damages or interest.

Furthermore, in the case where the person holding the warrants that are not eligible

for the Thai nationality, purchase the ordinary shares , but is not able to purchase the shares as

a ratio of Thai nationality, at the moment, and not more than 49 per cent of the total number of

shares sold. All of its specified in limited transfer of shares ordinary shares in this case, the

company will compensate the missing, or any other action to the warrant holders who are not

Thai nationality and the warrant holders who do not have Thai nationality, is not entitled to

damages to the warrant unit 1 = B X [MP - EP]

claim damages or compensation, the company claims, however, any Warrants to be effective

until final Exercise if at last exercise date the warrant holders who are not Thai nationality, it is

not able to exercise as a ratio of the shares of Thai nationality at the moment that is not more

than the amount specified in the Transfer restrictions , shall be deemed to be ordinary shares

warrants that expire by the warrant holders who are not Thai nationality, it does not have the

right to claim any damages to the Company and the company will not continue to compensate

the damages occurred.

5. Conditions for right adjustment of Warrants

The Company shall adjust the exercise price and exercise ratio throughout the term of Warrants

upon an occurrence of any of the following events to ensure that the benefits of the Warrant

Holders are not less than the existing status:

(1) When there is a change in the par value of the Company’s ordinary shares as a result of the share

consolidation or division. The change of the exercise price and the exercise ratio shall be effective

immediate from the date the par value of the Company is changed.

a. The exercise price will be adjusted according to the following formula:

Price 1 = Price 0 x [Par 1]

[Par 0]

b. The exercise ratio will be adjusted according to the following formula:

Ratio 1 = Ratio 0 x [Par 0]

[Par 1]

Where

Price 1 = New exercise price after the adjustment

Price 0 = Exercise price prior to the adjustment

Ratio 1 = New exercise ratio after the adjustment

Ratio 0 = Exercise ratio prior to the adjustment

Par 1 = Par value of ordinary share after the adjustment

Par 0 = Par value of ordinary share prior to the adjustment

]

2. When the Company offers to sell its newly issued ordinary shares to the existing shareholders and/or

public offering and/or private placement and “the average price per share of the newly issued ordinary

share” is below 90% of “the market price per share of the Company’s ordinary share”. The adjustment of

the exercise price and the exercise ratio shall be effective immediately from the first date the purchasers of

ordinary shares shall not obtain rights to subscribe the newly issued ordinary shares (the first date that the

SET posts XR sign) in case of right issue and/or the first date of offering of the newly issued ordinary

shares in case of public offering and/or a private placement, as the case may be.

“The average price per share of the newly issued ordinary shares” is calculated from the total amount of

money obtained by the Company from such offering of shares, less the expenses, then divided by the total

number of newly issued ordinary shares.

“The market price per share of the Company’s ordinary share” is fixed to be equal to the weighted

average market price of the Company’s ordinary shares which are traded in the SET during 7 consecutive

Business Days (the date the Company’s ordinary shares traded in the SET) prior to the calculation date.

Weighted average market price means total trading value of the Company’s ordinary shares divided by

total number of the Company’s ordinary share traded in the SET for 7 consecutive Business Days before

the calculation date.

“Calculation date” means the first date that the purchaser of ordinary shares will not obtain rights to

subscribe for the newly issued ordinary shares (the first day that the SET posts XR sign) in case of rights

issue and/or the first date of offering of the newly issued ordinary shares in case of public offering and/or

the private placement, as the case may be.

In the case “the market price per share of the Company’s ordinary share” cannot be calculated because

there is no trading at that time, the Company shall instead determine a fair price for calculation.

If there is more than one offering price for ordinary shares at a time under the condition that the

subscriptions are to be done simultaneously, all offering prices shall be calculated to determine the

average price per share of the newly issued ordinary shares. However, if such offerings are not subject to

the said simultaneous subscription condition, only the offering prices that are below 90% of the market

price per share of the ordinary shares will be applied in the calculation for the adjustment

A. The exercise price will be adjusted according to the following formula:

Price 1 = Price 0 x [(A x MP) + BY]

[MP (A+B)]

B. The exercise ratio will be adjusted according to the following formula:

Ratio 1 = Ratio 0 x [MP (A+B)]

[(A x MP) + BY]

Where


Price 0 = Existing exercise price prior to the adjustment


Ratio 0 = Existing exercise ratio prior to the adjustment

MP = Market price per share of the Company’s ordinary shares

A = Number of paid-up shares as of the date prior to the closing of the shareholder

register book for newly issued share subscription in case of right issue and/or

the date prior to the first date of offering in case of public offering and/or

private placement, as the case may be.

B = Number of newly issued shares offered by right issue and/or public offering

and/or private placement

BY = The sum that the Company receives deducted by expenses (if any) incurred

from offering from the offering of newly ordinary shares, either by rights issue

to existing shareholders and/or public offering and/or private placement.

3. The Company offers by rights issue and/or public offering and/or private placement its newly issued

securities, which entitle the Holders to convert or to change into ordinary shares or to subscribe for ordinary

shares(e.g. convertible debentures or Warrant to purchase ordinary shares ) at the “average price per share of

the newly issued underlying ordinaly shares” below 90% or the “market price per share of the Company,s

ordinary shares.”

The adjustment of the exercise price and the excise ratio shall be effective immediately from the first day that

the ordinary share subscribers do not obtain rights to subscribe for the said newly issued securities that are

convertible into ordinary shares or that give the rights to purchase ordinary shares (the first day that the SET

posts an XR sign)in case of rights issue and/or the first day of offering of the newly issued securities that are

convertible into ordinary shares or that give the rights to purchase ordinary shares in case ofpublic offering

and/or private placement, as the case may be.

“Average price per share of the newly issued underlying ordinary shares” is calculayed from the sum that the

Company will receive from the sales of securities that are convertible into ordinary shares or that give the rights

to purchase ordinary shares, deducted by expenses incurred on the said securities offering, added by the sum

received from the exercise of rights to purchase ordinary shares, then divided by total number of the newly

issued inderlying shares.

“Market price per share of the Company’s ordinary shares” has the samr meaning as described in Clause (b)

above

“Calculation date” refers to the first date that the ordinary share subscribers will not obtain rights to subscribe

for the newly issued securities that are convertible into ordinary shares or that give the rights to purchase

ordinary shares in case of rights issue and/or the first date of offering of the said securities that are convertible

into ordinary shares or that give the rights to purchase ordinary shares in case of public offering and/or private

placement, as the case may be.

A. The exercise price will be adjusted according to the following formula:

Price 1 = Price 0 x [(A x MP) + BY]

[MP (A+B)]

B. The exercise ratio will be adjusted according to the following formula:

Ratio 1 = Ratio 0 x [MP (A+B)]

[(A x MP) + BY]

Where







register book for newly issued share subscription in case of right issue and/or

the date prior to the first date of offering in case of public offering and/or

private placement, as the case may be.

B = Number of newly issued shares offered by right issue and/or public offering

and/or private placement

BY = The sum that the Company receives deducted by expenses (if any) incurred

from offering from the offering of newly ordinary shares, either by rights issue

to existing shareholders and/or public offering and/or private placement.

4. The adjustment of the exercise price and the exercise ratio shall be effective immediately from the first day

that the ordinary share subscribers do not obtain rights to subscribe for the said newly issued securities that are

convertible into ordinary shares or that give the rights to purchase ordinary shares (the first day that the SET

posts an XD sign )

a) The exercise price will be adjusted according to the following formula:

Price 1 = Price 0 x A

[A+B]

b) The exercise ratio will be adjusted according to the following formula:

Ratio 1 = Ratio 0 x [A+B]

A

Where






register book

B = Number of the newly issued underlying shares

5. In case the Company makes a cash dividend payment at the rate higher than 80% of net profit after income

taxes for any accounting period during the term of the Warrants. The adjustment of the exercise price and the

exercise ratio shall be effective immediately from the first date the ordinary share subscriber will have no right

to receive the cash dividend (the first date that the SET posts XD sign)

The percentage of the cash dividend paid to shareholders shall be calculated by dividing the actual cash dividend

paid based on the operational performance in each accounting period by net profit after tax according to the

operational performance in the same accounting period. The actual cash dividend paid shall also include all

interim dividend payments made during the said accounting period.

A. The exercise price will be adjusted according to the following formula :

Price 1 = Price 0 x [(MP- (D-R)]

[MP]

B. The exercise ratio will be adjusted according to the following formula :

Ratio 1 = Ratio 0 x [MP]

[MP – (D-R)]

Where






D = Dividend per share to pay to shareholders

R = Dividend per share paid, if calculated at a rate of 80% of net profit after income

tax Divided by total number of eligible shares

6. In case there is any event other than those stated in Clauses (1 – 5) that may impair the obtainable rights and

benefits of the Holders of the Warrants or the Certificate Representing the Warrants, without lessening the

rights and benefits of the Warrant Holders. The result of such consideration shall be deemed final. The Company

will so notify the SEC and the SET within 15 days from the date the event causing the adjustment occurs.

7. The calculation of adjustment of the exercise price and the exercise ratio according to Clauses (1) through (6)

above are independent from one another. In case more than one event simultaneously occurs, the calculation

for adjustment shall be made in the following respective order of (1) -> (5) -> (4) -> (2) -> (3) and (6). For each

time of the calculation of adjustment, the exercise price shall be maintained with 3 decimal digits and the

exercise ratio shall be maintained with 5 decimal digits.

The Company shall also notify details on adjustment of the exercise price and/or the exercise ratio to the

Warrant Holders via the information distribution system of the SET within 15 days from the effective date for

changing the exercise price and exercise ratio.

8. The Company will not extend the term of Warrants and will not change the exercise price and the exercise

ratio, except for an adjustment to the conditions for right adjustment.

9. Company has the right to adjust the exercise price along with the issuance of the warrants

replacement rate for a right, if any, the Company has to be more out of support company must submit

the resolution of the general meeting of shareholders approved the issuance of shares to support the

right, that is sufficient to the office, the SEC before the adjustment, it will be deemed that the company

is authorized to sell its shares support.

10. In the case where there is a change of the exercise price as a result, the price of new exercise price is

lower than the par value of ordinary shares of the Company, it carries out sensitive, use the new

exercise price unless it is a case in which the law, the Company shall not issue share lower than the par

value, ignoring the par value of the ordinary shares of the Company to exercise price.

6. Status of Warrants during the Warrant Holders’ notification for the exercise

Status of Warrants during the date the Warrant Holders notify their intention to exercise the rights until the

date before the Ministry of Commerce registers the paid-up capital increase as a result of the exercise of

Warrants will have the same status and right as the Warrants not yet lodged with Exercise Notice and such

status will end on the date the Ministry of Commerce registers the paid-up capital increase as the result of the

above-mentioned exercise of Warrants.

In the event that the Company has adjusted the exercise price and/or exercise ratio during the period the

Company has not yet registered the newly issued shares arising from the exercise of Warrants with the Ministry

of Commerce, the Warrant Holders who have already exercised their rights will be entitled to the retrospective

adjustment where by the Company shall promptly issue additional Warrants according to the number they will

be entitled to if the adjusted exercise price and ratio become effective. Such additional shares might be

delivered later than the previously delivered shares, but not later than 15 days from the adjustment date.

7. Right of the new issued ordinary shares arising from the exercise of Warrants

The ordinary shares issued from the exercise of Warrants will have the same right and status as the ordinary

shares previously issued by the Company, including the rights to receive dividends or any other benefits the

Company provided to its shareholders, effective from the date the Company's ordinary share registrar registers

the Warrant Holders' names in the Company's shareholder register and the Ministry of Commerce has

registered the increase in paid-up capital. If the Company announces the date of entitlements to dividend or

other benefits for the shareholder before it registers the names of the Warrant Holders as shareholders in the

Company's shareholder register book already registered with the Ministry of Commerce, such Warrant Holders

shall not be entitled to receive the dividend or such other benefits.

In case of right adjustment and the Company has to issue additional underlying ordinary shares, it will submit to

the SEC the shareholder meeting's resolution approving the issue of additional underlying ordinary shares

without delay.

8. Details of newly Issued underlying ordinary shares for the exercise of Warrants

Nature of Shares

Number of newly issued shares underlying : 350,000,000 shares, representing 25% of the

ordinary shares for the exercise of Warrants number of paid-up ordinary shares.

Par value : Baht 0.50

Exercise price : Baht 3.50 per share, except where there is an

adjustment in exercise price, according to the

conditions for right adjustment

As the Company's ordinary shares are listed securities on the SET, the newly issued ordinary shares arising from

the exercise of Warrants will be tradable on the SET after the Company has listed the said new shares on the SET.

The Company will file an application for listing of the newly issued ordinary shares arising from the exercise of

Warrants on the SET without delay, but not later than 30 days from each exercise data, so that the said ordinary

shares would be tradable on the SET similarly to the Company's existing ordinary shares. In case the Company has

some underlying ordinary shares remaining from the last exercise date, the Company shall proceed to revoke such

remaining underlying shares.

9. Issue and delivery of newly issued ordinary shares

In exercising the Warrants to purchase the Company’s ordinary shares, the Holders of the Warrants or the

Certificate Representing the Warrants to purchase ordinary shares can request the Company to take either action

as follows :

1) In case that the Warrant Holders whose shares are allocated wish to obtain the ordinary share

certificates in their own names, TSD will proceed to deliver the share certificates, according to the

amount as exercised by the Warrants Holders by registered mail with receipt acknowledgement to the

names and addresses provided in the Warrant register book within 15 Business Days from the end of

each exercise date. In this case, the Warrant Holders who intend to exercise the rights to purchase the

ordinary shares will not be able to sell their ordinary shares deriving from the exercises of the Warrant in

SET, until they have received the share certificates, which may be received after the ordinary shares

arising from the Warrant exercise are permitted to be traded on the SET.

2) In case that the Warrant Holders whose shares are allocated do not wish to receive the share

certificates, but wish to use the service of TSD instead and wish to deposit their ordinary shares arising

from the Warrant exercise in an account of a securities company with which the Warrant Holders hold

trading accounts, TSD will deposit the ordinary shares arising from the exercises of Warrant into

"Thailand Securities Depository Company Limited for Depositors,". In addition, TSD will record the

number of ordinary shares deposited by the Warrant Holders have deposited and issue an evidence of

deposit to the allocated within 7 Business Days from the end of each exercise period. In this case, the

Warrant Holders who are allocated the ordinary shares will be able to sell the ordinary shares arising

from the Warrant exercise on the SET immediately after the SET has approved the ordinary shares

arising from the Warrant exercise to be tradable on the SET

In case the Warrant Holders who have exercised the rights to purchase ordinary shares decide to let the

Company takes action according this Clause, the names of Warrant Holders whose shares are allocated

must be identical to the names of owners of the trading account in which the Warrant Holders wish to

deposit their ordinary shares; otherwise, the Company reserves the right to instead issue the share

certificates to the Warrant Holders who are allocated the shares as per Clause (1) above.

3) In case the Warrant Holders who are allocated the shares do not wish to obtain the share certificates,

but wish to use service from TSD and to deposit their ordinary shares into the securities issuer's account

, member no. 600, the Company will deposit the ordinary shares arising from the Warrant exercise with

TSD and TSD will record the number of ordinary shares that the Warrant Holders are allocated in the

securities issuer's member no.600, and issue an evidence of deposit to the Warrant Holders who are

allocated the shares within 7 Business Days from the end of each exercise period. When the Holders

who are allocated the shares wish to sell their shares, they must withdraw the shares from the said

account no. 600 by contacting through the general securities firms, whereby service fees may be

incurred as required by TSD and/or the securities firms. In this case, therefore, the Warrant Holders who

are allocated the shares will be able to sell the allocated ordinary shares on the SET immediately after

the SET had approved the ordinary shares to be tradable on the SET and the allocated Holders have

already withdrawn the shares from the account no. 600.

10. Restrictions on the transfer of warrants

We do not have any restrictions on the transfer, unless the transfer limitations owing to the

regulations of the company, with the ratio of shareholders of the person who is not a Thai nationality

by companies will not issue shares to the exercise of warrants in accordance with the Thai nationality,

not to make the proportion of the shares of the Thai nationality, not more than 49 percent in

accordance with the provisions specified in the Articles of Association of the Company as follows:

transfer of shares 3.

Article 13 shares of the Company can be transferred without restriction, unless the transfer of

shares, as a result, the user does not have a Thai nationality of shareholders in a company of more than

49 per cent of the total number of shares sold all the shares will be made to the shareholders of the

ratio does not have a Thai nationality of the company than the above ratio company reserves the right

to refuse a transfer of shares of the Company.

11. The pricing of the offered securities.

No pricing of Warrant as Issued at no charge.

12. Warrant Holders’ Meeting

In the event where the Warrant Holders are affected in term of exercise price and exercise ratio which impair their

benefits other than those specified earlier, a meeting of the Warrant Holders shall be called and/or conducted

according to the following procedure:

1. In calling the Warrant Holders’ meeting either by the Holders of non-exercised Warrants or partially

exercised Warrants or by the Company, the Company has to prepare the meeting invitation letter with

details on the venue, date, time, person requesting to call the meeting and agenda of meeting and send to

each of the Holders of non-exercised Warrants or partially-exercised Warrants according to the name and

address appeared in the Warrant registration book at least 7 days prior the meeting date.

The Company will close the register book to determine the right to attend and vote of the Warrant Holders

for such meeting during 21 (twenty-one) days before the meeting date and the Company shall close notify

information on the register closing date at least 14 days prior to the closing date of register book. The

Company shall notify the information on the closing of register book, the meeting of Warrant Holders,

meeting venue, date and time, person requesting to call the meeting, agenda to be considered and other

relevant information via the media of the SET (SETSMART/SCP) on the same date the Company determines

to close the register book and the meeting date of the Warrant Holders.

2. At the Warrant Holders’ meeting, the Holders of non-exercised Warrants or partially-exercised Warrants

who are eligible to attend and vote at the meeting may assign a proxy to attend the meeting and vote on

their behalf by preparing a proxy form as per the format specified by the Company and submitting the

proxy form to the chairman or the person assigned by the chairman before the meeting starts.

The Warrant Holders eligible to vote at a Warrant Holders' meeting are those who have not yet exercised

their Warrants or who have partially exercised their Warrants at the time of the meeting, excluding those

who have a vested interest in the matters to be considered and voted at the meeting, whereby any such

persons may not vote on those particular matters.

The Warrant Holders who have a vested interest hereby refer to the Warrant Holders who have a conflict of

interest in the matters to be considered in the meeting

3. Each Warrant Holder shall have the vote equal to the number of Warrants held, with 1 unit of Warrant

equals to 1 vote. The meeting chairperson does not have a voting right other than the voting right as a

Warrant Holder or as a proxy.

4. In the Warrant Holders' meeting summoned by the Company, the Chairman of the Company's Board of

Directors or the person designated by the Chairman shall act as chairman of the Warrant Holders' meeting.

In case the meeting is summoned by the Warrant Holders, the meeting chairman may be the person

selected by the Warrant Holders other than the Chairman of the Company's Board of Directors or the

person designated by the Chairman. In both cases, the chairman of the meeting shall not have a casting

vote.

5. A quorum of the Warrant Holders' meeting shall be constituted by the presence of the Holders of non

exercised or partially-exercised Warrants and/or proxies of not fewer than 25 persons, altogether holding

not less than one-thirds of total units of non-exercised or partially-exercised Warrants. If the quorum is not

constituted, the meeting shall be deemed canceled. If the said meeting is summoned by the resolution of

the Company's Board of Directors, the meeting shall be summoned again the Company shall send a

meeting invitation letter to all Warrant Holders as well as the SET according to the details and procedure

described above. In the latter meeting, the quorum is not compulsory, i.e. any number of Warrant Holders

attending the meeting is regarded as a quorum. However, in case of a Warrant Holders' meeting

summoned by the Warrant Holders, the meeting will not be re-summoned.

6. At any meeting, if 45 minutes has passed beyond the scheduled meeting time and there are inadequate

Warrant Holders present to constitute a quorum, then the meeting shall be cancelled.

7. A resolution of the Warrant Holders' meeting shall consist of votes not less than one half of the total of non

exercised units of Warrants held by Warrant Holders who attend the meeting and are entitled to vote at that

time.

8. Any resolutions already passed by the Warrant Holders’ meeting shall be deemed to be binding upon all

Warrant Holders no matter they attend the meeting or not.

9. After the meeting, the Company shall promptly inform the resolutions of the Warrant Holders' meeting via

the SET’s information distribution system (SETSMART/ELCID) without delay.

10. The Company shall record and prepare the minutes of the meeting and keep them at its head office. The

meeting minutes duly signed by the chairman shall be deemed as valid evidence of all activities discussed

in the meeting. The Company shall deliver the meeting minutes to the SET and the SEC within 14 days from

the date of the Warrant Holders’ meeting.

11. In the Warrant Holders’ meeting, the Company or person designated by the Company and its legal advisor

can attend the meeting to provide comments or explanation to the meeting.

12. The Company will be responsible for all expenses related to the Warrant Holders’ meeting.

13. The Company shall make amendment to the Warrant Covenants according to the resolutions passed by

the Warrant Holders’ meeting after the meeting date on which the votes are castled and the Company shall

notify the said amendments to the Warrant Covenants to the SEC and the SET within 15 days from the date

the amendment is made

13. Amendments and conditions of the warrants.

The amendments made to the Warrant Covenants in any cases must not in any way violate the provisions under

the Capital Market Supervisory Board's Notification No. Tor Chor. 34/2551 or any SEC’s regulations, including

any further amendments to be made after the Company's issue and offering of the Warrants described herein.

The Issuer and/or the Warrant Holders have no rights to propose an amendment to the Warrant Covenants

regarding the exercise ratio, the exercise price and the term of the Warrants, except it is made according to the

conditions for right adjustment. The 25Company will inform all Warrant Holders of the said amendments and

will dispatch the amended Warrant Covenants to the Warrant Holders upon request within 15 days from the

date the written request is received from the Warrant Holders. The Company will send the said amended

Warrant Covenants to the SET on the next Business Day and to the SEC within 15 days.

14. Covenant enforcement and applicable laws

This Warrant Covenants shall be enforceable from the Warrant issue date until the last exercise date and shall

be subject to the execution and interpretation under the law of Thailand. Should any clauses in this Warrant

Covenants contradicts to the applicable laws or notifications, then, the clauses in the said law or notifications

shall prevail and shall replace the particular contradictory clauses in the Warrant Covenants.

Issuer


……….…………………………………… Director

(Miss Kanoknart Ratanasuwanachart)

…………………………………………….. Director

(Mrs. Napassorn Thipakkarayod)