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稳定的供应 合理的价格 高资量的产品 紧密的合作 For more than three decades, Thai Rubber Latex Corporation has stably become one of the most recognized concentrated latex producer in Thailand and gained numerous reputations within rubber industry worldwide. We have been continuously improving our manufacturing process, logistics network, and material supply management to ensure that we are fully capable of delivering the finest product to our customers when they want. Our devotions to quality are aimed at providing real customer benefits, the benefits that last resulting in maximum customer satisfaction. Thai Rubber Latex Corporation is a leading manufacturer and exporter of latex concentrate, disposable rubber gloves, extruded rubber threads, and various rubber products. Our core competitiveness is derived from consistency of supply, high-quality products, spontaneous customer services. That is contributable to our success.

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  Resolutions of capital increase and reduction for business restructuring
Date 10th November 2017

Date 10th November 2017

Subject : Resolutions of capital increase and reduction for business restructuring

To : President of the Stock Exchange of Thailand

Attachments:       1. Capital Increase Report (F53-4)

                                2. Information Memorandum concerning the Issuance and Offering of the Newly-issued

                    Whereas Thai Rubber Latex Corporation (Thailand) Company Limited (the “Company”) held the Board of Directors’ Meeting No. 7/2017 on November 10, 2017 at 10.30 p.m. -12.00 p.m. and the Meeting has passed the significant resolutions as follows:

                    1. Approved to accept the report of the Board of Directors’ meeting No. 6/2017

                    2. Approved to propose to the shareholders’ meeting of the Company to consider and approve an amendment to Clause 5 of the Company’s Articles of Association to be as follows:

 

“Clause 5. All shares of the Company are ordinary shares which specifies a name of the holder and they are fully paid-up in cash and/or being shares which can be settled by a property other than cash.

 

The Company’s shares certificates must be signed or printed a director’s signature and affixed the Company’s seal. The Company may assign the registrar under the Securities and Exchange Act as a person who signs or prints in the Company’s share certificate on behalf of directors of the Company”

 

                    3. Approved to propose to the shareholder’s meeting of the Company to consider and approve the acquisition of entire business transfer of Thai Rubber Latex Group Company Limited

(“THAITEX”), the subsidiary whose 99.99 percent of the shares held by the Company, by conducting the acquisition of entire business transfer (“EBT”) in accordance with Royal Decree issued under the Revenue Code Governing the Exemption from Revenue Tax (No. 542) B.E. 2555 and ministerial regulation No. 291 (B.E. 2555) issued under the Revenue Code Governing the Exemption for Revenue Tax and Notification of the Director-General of Revenue subject: Rules, procedures, and conditions for amalgamation or entire business transfer of a public limited company or a limited company for the exemption of revenue taxes (No.3) dated 19 October 2555 (“Regulation of EBT for Tax Exemption”)  for the purpose of utmost tax benefits. In this regard, the Company would acquire all assets, liabilities, rights, duty, and obligations of THAITEX including all investment of THAITEX in Thai Rubber Latex Group Co., Ltd. (Shanghai) (“TRLG Shanghai”), in the amount of 555,500 US Dollar or 55 percent of all investment. Under the Regulation of EBT for Tax Exemption, the Company will increase registered capital and issue not exceeding 1,200,000,000 newly ordinary shares with a par value of Baht 1.00 per share under the private placement to THAITEX at the offering price of Baht 1.00 per share, totaling Baht not exceeding 1,200,000,000 in consideration of entire business transfer of THAITEX to the Company instead of payment by cash (“EBT and Allocation of Newly-issued Ordinary Shares”). After transferring the entire business to the Company, THAITEX will register for the dissolution and liquidation with Department of Business Development, Ministry of Commerce pursuant to the Regulation of EBT for Tax Exemption.

 

In this regard, the Company forecasts the entire business transfer and the capital increment will be completed within year 2017. The information of business restructuring is disclosed in the Capital Increase Report (F53-4) and Information Memorandum concerning the Issuance and Offering of the Newly-issued Ordinary Shares through Private Placement. (Enclosure 1 and 2).

 

                   In this respect, the acquisition of EBT and issuing newly ordinary shares of the Company to THAITEX as mentioned above are business restructuring within THAITEX Group under the same control, thus, this transaction is not considered as the acquisition of asset transaction pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 20/2551 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Assets dated 31 August 2551, and Notification of the Board of Governors Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition or Disposition of Assets B.E. 2547 dated 29 October 2547, and also not considered as connected transactions pursuant to the Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions dated 31 August 2551, and Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure and Other Acts of Listed Companies on Connected Transactions, B.E. 2546 dated 19 November 2546.
                   However, the acquisition of the business transfer from THAITEX is considered as the transaction of purchase or acquisition of entire business transfer from other company by the Company under Section 107(2)(b) of the Public Limited Companies Act, B.E. 2535 and Clause 39(b) of the Articles of Association of the Company. Hence, the Company is required to hold a shareholders’ meeting for consideration and approval of the acquisition of the entire business transfer. In this respect, the resolution of the shareholders’ meeting to approve the purchase or acquisition of the business transfer is required an affirmative vote of not less than three-fourths of the total number of votes of the shareholders attending the meeting and eligible to vote, excluding the vote of the shareholder having an interest on the matter.

 

                   In addition, the Board of Director’s Meeting approved to authorize the authorized Director(s) of the Company, and/or the person entrusted by the Board and/or the authorized Director(s) to determine and/or amend the details and any conditions in relation to the entire business transfer as mentioned above such as the date of business transfer, price, and term of payment as well as to negotiate, make an agreement, and sign in relevant documents and agreements and to perform other necessary and appropriate actions in connection with the entire business transfer including to communicate with the administrative agencies or other relevant departments until the tasks accomplished.

 

                    4. Approve to purpose the shareholder’s meeting of the Company to consider and approve the acquisition the business under the Board of Investment’s promotion certificates (“BOI promotion certificates”) due to the EBT of THAITEX. In this regard, the Company will acquire the business of manufacturing of natural rubber under below BOI promotion certificates.

 

                         1.  BOI promotion certificates no. 2113(2)/2547

                         2. BOI promotion certificates no. 2008(2)/aor./2548

                         3. BOI promotion certificates no. 2010(2)/aor./2548; and

                         4. BOI promotion certificates no. 2129(2)/2550; and

 

Apart from those BOI promotion certificates, the acquisition of entire business under BOI promotion certificates includes all assets, liabilities, rights, benefits, permissions and inventories which relates those promoted businesses. In this regard, the EBT under the BOI promotion certificates is required the prior resolution for transferring its certificates from Office of Board of Investment and the Company as the transferee company will accept those resolution and issue new certificates at the specified time which is stipulated by Office of Board of Investment.

                  

                    5. Approved to purpose the shareholder’s meeting of the Company to consider and approve the reduction of the Company’s registered capital from Baht 749,607,657 to Baht 681,479,688 by eliminating 68,127,969 unissued ordinary shares with a par value of Baht 1.00 per share and the amendment of Clause 4 of the Memorandum of Association of the Company to be consistent with the reduction of registered capital of the Company as follows:

 

                    6. Approved to propose to the meeting to consider and approve the increase in the registered capital of the Company from Baht 681,479,688 to Baht not exceeding 1,881,479,688, by issuing not exceeding 1,200,000,000 new ordinary shares with a par value of Baht 1.00 per share, under the private placement by allotting to THAITEX as a consideration of execution of EBT transaction of THAITEX as per details in the Enclosure 1 (Capital Increase Report (F53-4)) and to consider and approve the amendment of Clause 4 of the Memorandum of Association of the Company to be consistent with the reduction of registered capital of the Company as follows:

                    7. Approved to propose to the meeting to consider and approve the allocation of the newly-issued ordinary shares of the Company under the private placement pursuant to the conditions of the acquisition of the entire business transfer transaction, totaling not exceeding 1,200,000,000 shares with a par value of Baht 1.00 per share under the private placement according to the Notification of the Capital Market Supervisory Board No. TorChor. 72/2558 Re: Permission for Listed Companies to Offer Newly-issued Shares to Private Placement, dated 28th October 2015, and the amendments (“Notification TorChor. 72/2558”) by allotting to THAITEX with a par value of Baht 1.00 per share, totaling Baht not exceeding 1,200,000,000. In this regard, THAITEX will transfer the entire business including all investment in TRLG Shanghai, totaling 555,500 US Dollar or 55 percent of all investment as a consideration of the newly-issued ordinary shares of the Company allotting to THAITEX instead of cash. The details of the issuance of the newly ordinary shares under the private placement as a consideration of the acquisition of the entire business transfer of THAITEX is subject to the conditions and details in relation to the acquisition of the entire business transfer transaction and the allocation of newly-issued ordinary shares, are disclosed in Information Memorandum concerning the Issuance and Offering of the Newly-issued Ordinary Shares under the Private Placement (Enclosure 2).

The pricing of the said newly issued ordinary shares to THAITEX with a discount at 52.15 is considered an allocation of newly issued ordinary shares to a specific person under the private placement scheme which has been stipulated the fixed price at the offering price with a discount more than 10 percent of market price pursuant to the Notification TorJor. 72/2558. In this regard, such allocation is required approval from the shareholders’ meeting by affirmative votes of not less than three-fourths of the total votes of the shareholders who attend the meeting and are eligible to vote and there must be no any shareholders at total 10 percent of the total votes of the shareholders who attend the meeting and eligible to veto the offering price of newly issued ordinary shares, together with the permission of the SEC for such allocation and offering newly issued- ordinary shares in advance before the allocation and offering of the newly issued ordinary shares of the Company to the proposed buyer.

 

In addition, the offering price with a discount is less than 90 percent of market price. The market price means the weighted average method of the Company’s shares on 7  consecutive business days prior to the date on which the Board of Directors resolves to propose that Extraordinary General Meeting of Shareholders No. 1/2017. In this regard, the buyer agrees to not sell the newly-issued shares within 1 year from the date which those shares will be traded on the Stock Exchange in accordance with Notification of the Stock Exchange of Thailand Re: Rules, Conditions, and Procedures Governing the Listing of Ordinary or Preferred Shares Issued for Capital Increase B.E. 2558 (amendments)

 

Furthermore, the issuance of the Company’s newly issued ordinary shares to THAITEX is not considered as a connected transaction pursuant to Notification of the Capital Market Supervisory Board No. TorChor. 21/2551 Re: Rules on Connected Transactions dated 31st August 2008 and the Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 dated 19th November 2003. However, the said issuance of the Company’s newly issued ordinary shares to THAITEX, which is its subsidiary, is prohibited pursuant to clause 23 (4) of Notification TorJor. 72/2558. It also constitutes the temporary cross-shareholding between the Company and THAITEX because, after the allotment of newly-issued ordinary shares of the Company, THAITEX will be the shareholder of the Company which conflicts the regulation of being a listed company pursuant to the Regulation of the Stock Exchange of Thailand Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities B.E. 2558 (“BorJor/Ror 01-00”) and clause 15 (1) (b) of Notification of the Capital Market Supervisory Board No. TorChor.39/2551 Re: Application for and Approval of Offer for Sale of Newly Issued Shares (“TorChor 39/2551”). However, the Company will request the waiver on those provisions with Securities and Exchange Commission, Thailand and Stock Exchange of Thailand.

                    8. Approved to propose to the meeting to consider and approve the waiver for making tender offer as the issuance of the newly ordinary shares pursuant to Clause 7 will cause THAITEX to be one of the major shareholders of the Company, approximately holding shares totaling 63.78 percent of the paid-up capital of the Company (after the registration of the increase registered capital) and THAITEX is required to do tender offer for buying all securities of the Company pursuant to the Securities and Exchange Act B.E. 2535 (including the amendments) (“Securities and Exchange Act”) and the Announcement of the Capital Market Supervisory Board No. TorChor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (including the amendments)

 

However, THAITEX, as the buyer, does not intend to do a tender offer for buying all securities of the Company and intend to request for the waiver for making tender offer for buying all securities of the Company with SEC according to clause 11 No. TorChor 12/2554 as the Company views that in case of THAITEX who is allocated the newly issued ordinary shares from this restructure as the necessary and reasonable case. In this regard, the process of requesting the waiver for making tender offer shall carry out when the Company will have obtained a resolution of shareholders. In this matter. In this regard, in order to consider the waiver for making tender offer, the Board of directors have provided reason for increasing a registered capital below.

 

                    (1) Reasons and Necessaries for Capital Increase of the Company

The Company has to issue the newly ordinary shares as a consideration of the entire business transfer of THAITEX instead of cash pursuant to the Regulation of EBT for Tax Exemption in order to obtain the utmost tax benefits such as personal income tax, corporate income tax, value-added tax, and specific business tax. However, the Company understands that the issuance of the newly ordinary shares to THAITEX is considered as an offering shares under scheme private placement. In this regard, after the Company issues the newly ordinary shares, THAITEX will become a shareholder of the Company and constitute a temporary cross-shareholding between the Company, the listed company, and THAITEX, a subsidiary whose more than 50 percent of the shares held by the Company, which is against the rules on listed company status in the stock exchange.

 

However, the temporary cross-shareholding between the Company and THAITEX is only the procedure of entire business transfer. After the EBT is completed, the Company will decrease its capital which equals to the amount of increment capital. Therefore, the acquisition of entire business transfer does not affect the Company’s shareholders. In this regard, the Company has plan to decrease its capital when the Revenue Department will have investigated those EBT. In addition, those increment capital and reduction capital are only accounting methods for following the conditions and regulations of Regulation of EBT for Tax Exemption.

 

Apart from the Regulation of EBT for Tax Exemption, the Company considers the possibility of using other business restructuring such as merger and partial business transfer. However, those methods are inappropriate with the Company’s situation, for example, in case of merger, the new company established from merger must submit the security acquisition request to the Stock Exchange of Thailand, or in case of partial business transfer, the assets of THAITEX which will be transferred to the Company will be evaluate to market price which consists of expenses and due to a large number of lands owned by Thai Rubber Latex Group Co., Ltd., fees of land ownership transfer and relevant taxes of partial business transfer will not be exempted.

                    (2) Reasons for the issuance of securities to the buyer

Currently, the main business of the Company is concentrated latex and skim block manufacturing and sales. Also, THAITEX’s business is the manufacturing and sales of concentrated latex, rubber sheet, and rubber products. Both companies are affiliates under latex group of THAITEX Company Group and have several related party transactions which does not reflect the intrinsic value of both companies. Hence, the companies’ restructuring under the EBT scheme under the Regulation of EBT for Tax Exemption will decrease the said related party transactions and unnecessary expenses of the Company and establish effectiveness and efficiency of the business transaction of the Company for sustainable. Also it can create the efficient and effectiveness of operation of Company Group which is consistent with the price of the concentrated latex in 2016 and 2017 tend to rise due to the big increase in demand for the concentrated latex. Therefore, the Company has plan to restructure its business pursuant the Regulation of EBT for Tax Exemption which has to issue the new-ordinary shares to THAITEX.

                    (3) Relationship between the buyer, the Company, executives, authorities, or major shareholders of the Company, and important agreements

The buyer is a subsidiary whose 99 percent of shares held by the Company. However, after the purchase transaction of the newly issued ordinary shares of the Company, the buyer will become a major shareholder but remain as the subsidiary of the Company. In addition, the buyer and the Company does not have any important agreements.

                    (4) Benefits or effects from the Company’s policy or management plans due to the buyer’s holding of the Company shares including the possibility of the Company’s policy or management plans

 

Accordingly, the buyer’s holding of the Company’s shares are payment for the buyer’s business pursuant to Regulation of EBT for Tax Exemption for the purpose of utmost tax benefits such as personal income tax, corporate income tax, value added tax, and specific business tax, the business transfer between the buyer, a subsidiary of the Company, and in subsequent, the Company will reduce the related party transaction and unnecessary expenses of the Company and establish effectiveness and efficiency of the business transaction of the Company for sustainable growth. The Company expects that after the business restructuring, the loss will decrease while the profit will increase in the future.

                    9. Approve to propose to the meeting to consider and approve the reduction of registered capital from BAHT 1,881,479,688 to Baht 681,479,688 by reducing the amount of ordinary shares of THAITEX which is a consideration from entire business transferring according to agenda 7. In this regard, the said reduction will be undertaken when the Company as shareholder of THAITEX will have received the investment return in an amount equal to agenda 7 from THAITEX due to its dissolution under legal requirements and the amendment of Clause 4 of the Memorandum of Association of the Company to be consistent with the reduction of registered capital of the Company as follows:

 

                   10. Approved to propose to the meeting to consider and approve of appointing new authorized directors as follows;

                         1. Mr. Prawit Waraprateep

                         2. Ms. Chalongkwan Wongsasuthikul

                         3. Mr. Pattarapol Wongsasuthikul

 

                   11. Approved to propose to the meeting to consider and approve of directors’ authorization after the business restructuring

                         The six authorized directors are as follows;

                         1. Mr. Prawit Waraprateep

                         2. Ms. Chalongkwan Wongsasuthikul

                         3. Mr. Pattarapol Wongsasuthikul

                         4. Ms. Chalongkwan Wongsasuthikul

                         5. Mr. Prawit Waraprateep

                         6. Mr. Pattarapol Wongsasuthikul

                        

                        By proposing to set the authorized signatory of 2 directors from 6 directors dividing into 2 groups, 1 director for each group signing and to cancel the company’s seal affixed.

 

                         The first group consists of Mr. Vorathep Wongsasuthikul, Mr. Pattarapol Wongsasuthikul and Ms. Chalongkwan Wongsasuthikul.

                         The second group consists of Mr. Paiboon Waraprateep, Mr. Prawit Waraprateep and Mr. Prachnon Temrittikulchai.

 

                   12. Approved to propose to the meeting to consider and approve the company name as Thai Rubber Latex Group Public Company Limited instead of Thai Rubber Latex Corporation (Thailand) Public Company Limited after the business restructuring.

 

                   13. Considered and approved the date of the Extraordinary General Meeting of the Shareholders No. 1/2017 to be held at 9.00 a.m. at Dusit Thani Sirnakarin Hotel which the name of the shareholders who would be entitled to attend the meeting would be determined on November 24, 2560 (Record Date). The Agenda of the meeting is as follows:

 

   Please be informed accordingly.

 

 

  Yours Sincerely,

 

    (Mr.Vorathep Wongsasuthikul)

                                                                                 Chief Executive Officer

 
 
 
 
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