HWA FONG RUBBER (THAILAND) PUBLIC … Meeting/1-Shareholders-Meeting... · บริษัท ฮั้วฟงรับเบอร์ (ไทยแลนด์) จ ำกัด

บรษท ฮวฟงรบเบอร (ไทยแลนด) จ ำกด (มหำชน) HWA FONG RUBBER (THAILAND) PUBLIC COMPANY LIMITED

1 317 Moo 4, Soi 6C Bangpoo Industrial Estate, Samutprakarn 10280. Thailand. Tel: (66) 2-7096580 Fax: Sales Dept: (66) 2-3240483-4, Purchase Dept: (66) 2-3240481, Factory Office: (66) 2-7096593

Ref. HF 0036/2018

March 9th, 2018

Subject : Notice calling the Annual General Meeting of Shareholder No. 1/2018.

To : Shareholders.

Attachment: 1. Copy of the minutes Annual General Meeting of Shareholder No. 1/2017. 2. Annual Report year 2017 and Financial Statement (As on December 31st, 2017). 3. Profile of proposed directors who are retired by rotation. 4. Profile of proposed appoint the director of Instead resigning director. 5. The Memorandum of Article with relating to Shareholder Meeting. 6. The proxy as specified by Department of Business Development, Ministry of Commerce. 7. Document or Evidence Showing an Identity of the Shareholder or a Representative of the

Shareholder Entitled to attend the Meeting. 8. Map of the Meeting place, Bangpoo Golf and Sport.

According to the resolution of the Board of Director Meeting of Hwa Fong Rubber (Thailand) Public Company Limited, hold on February 23th, 2018 will arrange the Annual General Meeting of Shareholders No.1/2018 on Friday, April 20th, 2018 at 10.00 a.m. at Ball Room, Bangpoo Golf and Sport No. 191 Moo. 3, Bangpoo Industrial Estate Soi 9, Preakasa Mai, Muangsamutprakarn, Samutprakarn with below agendas:

Agenda 1 To consider approving the minutes Annual General Meeting of Shareholder No. 1/2017. Opinion of the Board Considered and agreed for shareholders to approve the minutes of the Annual General Meeting of Shareholder No. 1/2017.

Agenda 2 To acknowledge the company’s performance of 2017. Opinion of the Board Considered and agreed for shareholders to acknowledge the company’s performances of 2017.

Agenda 3 To approve the company’s balance sheet and financial statement as on December 31st, 2017. Opinion of the Board Considered and agreed for shareholders to approve the company’s balance sheet and financial statement as on December 31st, 2017.



Agenda 4 To consider and approve the appropriate profit and dividend payment of year 2017. Opinion of the Board Considered and agreed for shareholders to consider the appropriate dividend payment from the profit of 2017 (Performance on January 1st, 2017 – December 31st, 2017) to Shareholders at the rate 0.06 Baht/share. Derived from profit under BOI Business at the rate 0.01 Baht/share and Derived from profit under non-BOI Business at the rate 0.05 Baht/share total 658,434,300 shares (Par value (baht) : 1.00) Total amount 39,506,058.00 Baht (Thirty-nine million five hundred six thousand fifty-eight Baht only ). And the record date for the right to receive dividend on May 3th, 2018 and dividend will be payable within May 18th, 2018. Agenda 5 To consider and appoint the directors to replace whose service of period is expired. Also, determine the remuneration of 2018. Opinion of the Board Considered and agreed for shareholders to consider and appoint 1. Mr. Chih Yu Liao

2. Mr. Boonyarit Ngamwongmas 3. Ms. Liang, Su – Jung

The Audit Committee and Independent director whose service of period is expired to return to their position and propose to the Annual General Meeting of shareholder to consider.

And to propose to the Annual General Meeting of shareholder to consider the remuneration for the director, independent director and audit committee are as follows:

1. Remuneration who attends the Board of Director Meeting at amounting 25,000.00 Baht (Twenty-five thousand baht) and the remuneration for independent director and audit committee who attends the Audit Committee Meeting at amounting 25,000.00 Baht (Twenty-five thousand baht) per person per time until further notice has been announced.

2. Annual remuneration 2018 Positions Annual remuneration

Chairman of the Board 540,000.00 Baht Directors 300,000.00 Baht Chairman of the Audit Committee 540,000.00 Baht Independent Director / Audit Committee 350,000.00 Baht

Agenda 6 To consider and appoint additional 1 directors with position Independent Director and Audit Committee for 1 person. Total company’s director are 12 persons.



Opinion of the Board Considered and agreed for shareholders to consider and appoint Mr. Pornthep Suratroongrojkul Position Independent Director / Audit Committee to replace Mr. Liao, Chen Hsuan Yu whose is resigning position. Agenda 7 To consider and appoint the auditors and determine their remuneration of 2018. Opinion of the Board Considered and agreed for shareholders to consider and appoint.

1. Mrs. Natsarak Sarochanunjeen Certified Public Account Registration No.4563 or 2. Mr. Chaiyuth Angsuwithaya Certified Public Account Registration No.3885 or 3. Miss Jarunee Nuammae Certified Public Account Registration No.5596 or 4. Miss Daranee Somkamnerd Certified Public Account Registration No.5007

the auditors from A.M.T. & ASSOCIATES be the company auditors and subsidiary company for year 2018 with the remuneration amounting 1,320,000.00 Baht (One million three hundred twenty thousand Baht).

Agenda 8 To consider the other issues (if any).

The company will fix the record date for the right to attend the Annual General Meeting of Shareholders 2018 on March 15th, 2018. The company invite shareholders to attend the meeting at the date, time, and place as above. Any shareholder who cannot attend the meeting and wishes to appoint a proxy to attend and vote on behalf of himself, please use the attached proxy form A and summit to the company before the meeting and the company will offer a duty stamp for all shareholders. For the proxy form B and Form C please download at the company Website: www.duro.co.th. The Company has sent the Annual Report 2017 (CD-ROM) to all shareholders. However, if any shareholders would like to have a hard copy of Annual Report 2017 please kindly request it from Hwa Fong Rubber (Thailand) Public Company Limited. No. 317 M.4, Soi 6C Bangpoo Industrial Estate, T. Preaksa, A. Muangsamutprakarn, Samutprakarn 10280. Telephone number 02-709-6580 ext. 112 and 118.

Please be informed accordingly

Respectfully yours, ( Mrs. Su, Ming – Fen ) Chairman

http://www.duro.co.th/



-- Translation --

Minutes of the Annual General Meeting of Shareholders No. 1/2017

Hwa Fong Rubber (Thailand) Public Company Limited

Minutes of the Annual General Meeting of Shareholders No.1/2017 of Hwa Fong Rubber (Thailand) Public Company Limited held on April 21st, 2017 at 10.00 a.m. at Ball Room, Bangpoo Golf and Sport No. 191 Moo.3, Bangpoo Industrial Estate Soi 9, Preakasamai, Muangsamutprakarn, Samutprakarn.

The meeting commenced at 10.00 a.m. The meeting was 63 shareholders that present in person and by proxy, altogether holding 376,967,384 shares equivalent to 57.25 percent of the total shares amount 658,434,300 shares which has the right to attend the meeting and has the right vote thus constituting a quorum of the meeting pursuant to the articles of association of the company. Mrs. Su, Ming-Fen, The Chairman of the Board, presided as Chairman of the Meeting. The Chairman welcomed and introduced Directors and Auditors who attended the meeting to the shareholders as follows;

1. Mrs. Su, Ming - Fen Chairman of the Board 2. Mr. Chen Tai Director 3. Mr. Yen, Ming - Shan Director 4. Mr. Lin, Chu – Fung Director 5. Ms. Liang, Su – Jung Audit Committee 6. Ms. Varunee Sojiphan Audit Committee

Auditors from KPMG Phoomchai Audit Ltd. 1. Mr. Bunyarit Thanormcharoen 2. Mr. Anawat Chaiyaphum 3. Miss. Pattamawan Wattanakul

The secretary of the meeting explained that the shareholders have the vote rights i.e. vote for, vote against or abstain equal to the amount of share held by them. One share equaled one vote. Only vote against and abstentions would be counted and then be deducted from the total number to be the agreed vote. The chairman conducted the meeting, By The chairman, The Board of Directors and The management of the Company stood up for apologize and informed to shareholders about the debtor did not repay the debt in the past year, which the company is currently the plaintiff filed a lawsuit against the Samutsakhon Provincial Court to claim the debtor's current debt is in the process of court trial. And many shareholders have questioned to the case. We would like to report the summary of the questions to the shareholders.

Attachment no. 1



The shareholders have already been informed. So that The Chairman proceeded with the following agenda.

Agenda 1 To consider and certify the minutes of the Annual General Meeting of Shareholders Meeting of No. 1/2016.

Chairman informed the meeting to consider and certify the minutes of the Shareholder’s Annual General Meeting No.1/2016, held on April 22nd, 2016 as per the copy provided to shareholders together with the notice for the meeting. Resolution The meeting had considered and unanimously certified the minutes of the Shareholder’s Annual General Meeting No. 1/2016 with the number of votes as follows:

Votes Number of Votes % of the votes attending the

meeting Approved 376,967,384 100 Against - - Abstentions - -

Agenda 2 To consider and acknowledge the company’s performance of 2016.

Chairman presented the company’s performance of 2016 to the meeting for acknowledgement, the details was apparent in the annual report of 2016 which was provided to shareholders together with the notice for the meeting. Resolution The meeting had acknowledged the company’s performance of 2016. Agenda 3 To consider and approve the company’s financial statement as on December 31st, 2016.

The Chairman proposed the Meeting to consider and approve the company’s balance sheet and financial statement as on December 31st, 2016 which was duly audited by auditor and the details was apparent in the annual report of 2016 that was provided to shareholders together with the notice for the meeting.

A shareholder asked at the meeting as follows. 1. Mr. Atsawin Paothongthai Shareholders attending the meeting by himself has questions as

follows: 1.1 The financial statements on page 199 in the statement of financial position are cash and

cash equivalents. Nine hundred and thirty seven million, approximately 30 percent of the value of the asset. How do executives think of a cash management plan? How much cash should be spent on execution?

The Chairman of the meeting answer the question as below. The company has cash for the investment. Initially for the factory established in Indonesia.

Worth of investment US $30,000,000 (Thirty million US dollars) and investment plans to invest in factory



1 and factory 2 in Thailand and plans to invest in factory 3. Therefore, it will be totally used for investment plan about 850,000,000.00 Baht (Eight hundred and fifty million baht)

1.2 In financial statements on page 219, Classification of investment in equity securities available-for-sales in current investments and other long-term investments.

The Chairman requested the Company's accounting department to clarify as follows. Because the management of the company has a short-term investment plan. And long-term investment. By the two to balance. Because the company has a reasonable cash flow. And in the past year, there were not big projects to invest, so the investment is divided into short-term investments and long-term investment, But the company emphasizes to the long-term investment. Moreover, the Company believes that long-term investment will yield more return than cash collection in the bank.

1.3 The investment in factory 2 and factory 3 is the expansion of production capacity or the addition of new production line or any opportunity for the company to foreseen the added value to shareholders?

The Chairman informed the shareholders that Management over the years is progressing every year. It is necessary to increase the number of machines at both factory 1 and factory 2, so that for the shareholders to have a better return.

1.4 In the annual report, writing about water flood. How the company is at risk? Did the company stop production from the flood?

The Chairman clarified that the official Bangpoo Industrial Estate, there are plan to prevent water flood well, So it not likely to affect the company in any way.

During this agenda, the Shareholders attending the meeting total 73 shares total amount 377,959,585

shares, representing 57.40% of the total shares of the Company.

The shareholder had the question and the chairman had answered completely, so the meeting requested for the resolution. Resolution The meeting unanimously certified and approved the financial statement as on December 31st, 2016 with the number of votes as follows:


meeting Approved 376,212,985 99.54 Against - - Abstentions 1,764,600 0.46



Agenda 4 To consider and approve the profit allocation and the date of dividend payment of year 2016. Chairman proposed the Meeting to consider and approve the dividend of the year 2016 (Performance on

January 1st, 2016 – December 31st, 2016) to Shareholders at the rate 0.10 Baht/share. Derived from profit under BOI Business at the rate 0.02 Baht per share and derived from profit under non-BOI Business at the rate 0.08 Baht per share total 658,434,300 shares (Par value (baht) : 1.00) Total amount 65,843,430.00 Baht (Sixty-five million eight hundred forty-three thousand four hundred thirty Baht). and the record date for the right to receive dividend on May 3rd, 2017. and aggregate rightful shareholders list under Section 225 of Securities and Exchange Act. by recording from closing share registration book on May 4th, 2017 and dividend will be payable within May 19th, 2017

A shareholder asked at the meeting as follows. 1. Mr. Atsawin Paothongthai, Shareholders attending the meeting by himself has the questions

about the Annual Report on page 158, The Company's policy is to pay dividends at a rate of not less than 30 percent of the net profit after tax. And other reserves in the event that any such business expansion in the future. This year is based on the financial statement, if estimate of 30% from the net profit is about hundred million. In this agenda, the Company paid dividends less than the dividend policy. I’m shareholder, have a good understanding of case is going on and the collection of cash now for the necessary investment in the future. If the Company has the higher profit in the next quarter, the board of directors please consider for pay the interim dividend follow to the policy of dividends.

The Chairman thank you to the shareholders for their understanding of the Company's investment, and there has no additional questions to be raised by the shareholders, the Chairman asked the Meeting to cast the votes. Resolution The Meeting unanimously approved the dividend of the year 2016 (Performance on January 1st, 2016 – December 31st, 2016) to Shareholders at the rate 0.10 Baht/share. Derived from profit under BOI Business at the rate 0.02 Baht per share and Derived from profit under non-BOI Business at the rate 0.08 Baht per share total 658,434,300 shares (Par value (baht) : 1.00) Total amount 65,843,430.00 Baht (Sixty-five million eight hundred forty-three thousand four hundred thirty Baht). and the record date for the right to receive dividend on May 3rd, 2017. HFT will aggregate rightful shareholders list under Section 225 of Securities and Exchange Act. by recording from closing share registration book on May 4th, 2017 and dividend will be payable within May 19th, 2017. as per the following votes;





Agenda 5 To consider and appoint the directors to replace whose service of period is expired. Also, determine the remuneration of 2017.

Chairman informed the Meeting that there will be one in third of directors retired by rotation every year and there were 3 directors as following name this year;

1) Mrs. Su, Ming – Fen Director 2) Mr. Chang, Tai – Shan Director 3) Mr. Chen Tai Director

Considered and agreed for shareholders to consider and appoint the director whose service of period is expired to return to their position for 2 person as below: 1) Mrs. Su, Ming - Fen 2) Mr. Chang, Tai - Shan the director whose service of period is expired to return to their position and propose to the Annual General Meeting of shareholder to consider appoint Mr. Chen, Ching – Tang to replace Mr. Chen Tai the director whose service of period is expired. And to propose to the Annual General Meeting of shareholder to consider the remuneration for the director, independent director and audit committee of 2017 are as follows:

1. Remuneration who attends the Board of Director Meeting at amounting 25,000.00 Baht (Twenty-five thousand baht) and the remuneration for independent director and audit committee who attends the Audit Committee Meeting at amounting 25,000.00 Baht (Twenty-five thousand baht only) per person per time until further notice has been announced.


Chairman of the Board 270,000.00 Baht Directors 200,000.00 Baht Chairman of the Audit Committee 540,000.00 Baht Independent Director / Audit Committee 300,000.00 Baht

The Chairman informed the meeting, according to the notification of the resolution of the Board of Directors hold on February 24th, 2017. determine the remuneration of 2017 for the Positions of Chairman of the Board total 270,000 baht (Two hundred seventy thousand baht), But due to the company's case of one debtor did not arrange payment last year, so she will not accept the remuneration of Positions of Chairman of the Board in 2017. So that, to propose to the Annual General Meeting of Shareholder to consider and determine the remuneration of 2017. Resolution The Meeting approved the Director whose service of period is expired to return to their position of 2 directors, and the re-election of director retiring by rotation;

1) Mrs. Su, Ming - Fen



2) Mr. Chang, Tai - Shan the director whose service of period is expired to return to their position and propose to the Annual General Meeting of Shareholder to consider to appoint Mr. Chen, Ching – Tang to replace Mr. Chen Tai, the director whose service of period is expired.

And approved the remuneration for the director, independent director and audit committee are as follows: 1. Remuneration who attends the Board of Director Meeting at amounting 25,000.00 Baht (Twenty-five

thousand baht) and the remuneration for independent director and audit committee who attends the Audit Committee Meeting at amounting 25,000.00 Baht (Twenty-five thousand baht) per person per time until further notice has been announced.


Chairman of the Board - Directors 200,000.00 Baht Chairman of the Audit Committee 540,000.00 Baht Independent Director / Audit Committee 300,000.00 Baht

as per the following votes;


meeting Approved 375,117,201 99.25 Against 2,842,384 0.75 Abstentions - -

Agenda 6 To consider and appoint additional 3 directors with position director for 2 persons and position Independent Director and Audit Committee for 1 person. Total company’s director are 12 persons. Chairman proposed the Meeting to consider and appoint; appoint 3 additional directors with position of director for 2 persons and position of Independent Director and Audit Committee for 1 person. Total company’s director are 12 persons as below:

1. Mr. Chiang, Jung – Tsung Position Director 2. Mr. Yen, Chih – Che Position Director 3. Mr. Liao, Chen Hsuan Yu Position Independent Director / Audit Committee Resolution The Meeting approved and appoint 3 additional directors with position of director for 2 persons and position of Independent Director and Audit Committee for 1 person. Total company’s director are 12 persons.

1. Mr. Chiang, Jung – Tsung Position Director 2. Mr. Yen, Chih – Che Position Director 3. Mr. Liao, Chen Hsuan Yu Position Independent Director / Audit Committee



as per the following votes;


meeting Approved 375,117,201 99.25 Against 2,842,384 0.75 Abstentions - -

Agenda 7 To consider and appoint the auditor and determine their remuneration of 2017. Chairman proposed the Meeting to consider and appoint;

1. Ms. Sureerat Thongarunsang Certified Public Account Registration No.4409 or 2. Ms. Pattamawan Wattanakul Certified Public Account Registration No.9832 or 3. Mr. Bunyarit Thanomcharoen Certified Public Account Registration No.7900

The auditors from KPMG Phoomchai Audit Limited be the company auditors and subsidiary company for year 2017 with the remuneration amounting 1,669,000.00 Baht (One million six hundred sixty-nine thousand Baht).

The Chairman asked to shareholder, if who had any questions? 1. Mr. Vacharapong Pupramulsakul, shareholder asked about Indonesia, if there is branch of The KPMG

Phoomchai Audit Limited in Indonesia. If not, the company should the find another auditor In Indonesia. The Chairman clarified to the shareholders that, the Company would seek the appropriate auditor if we

would start production, maybe The KPMG Phoomchai Audit Limited provides audit services. The costs of auditing will be considered to save cost for company and the shareholders.

When there were no further questions from the shareholders, the Chairman asked the meeting to vote. Resolution The Meeting approved the appointment

1. Ms. Sureerat Thongarunsang Certified Public Account Registration No.4409 or 2. Ms. Pattamawan Wattanakul Certified Public Account Registration No.9832 or 3. Mr. Bunyarit Thanomcharoen Certified Public Account Registration No.7900

the auditors from KPMG Phoomchai Audit Limited be the company auditors and subsidiary company for year 2017 with the remuneration amounting 1,669,000.00 Baht (One million six hundred sixty-nine thousand Baht). as per the following votes;



Agenda 8 To consider the other issues (if any). The Chairman asked to the Meeting, Have any persons to additional agendas for consider?



1. Mr. Santi Temkulkeat, Shareholders attending the meeting by himself have the questions as follows: 1.1 The annual report show data about Indonesia has a motorcycle market base more than six million, Is unit the number per year or a total number?

The Chairman informed that is number per year. 1.2 If the factory in Indonesia has been completed, the target company wants to sell in domestic

or export. If it is export, will it compete with the factory in Thailand? The Chairman clarified that the Indonesian plant would produce for sales in Indonesia about 70%

and export 30% 2. Mr. Watcharapong Hunsrisakul, Shareholders attending the meeting by himself have the

questions as follows: 2.1 In the first quarter the prices of rubber, oil and raw materials have risen. We want to know if

the price will still maintain as current, will the whole year be profitable or can the company raise up prices to maintain the same amount of profit?

The Chairman informed the meeting that, the natural rubber prices tend to be higher. The company will do not adjust the sales price, but will develop the quality of the product including management and Internal Audit controls to provide companies with good earnings.

The Chairman informed the meeting that, the price of raw materials had been increased or down under market conditions. Therefore, the company has to raise up the price of product up or down according to market conditions with the company to make the best profit for good returns to shareholders.

When answering the questions of the shareholders at the meeting and no further questions. The Chairman presented the thanksgiving to all shareholders for their attendance and closed the

meeting.

The meeting closed at 11.20 a.m.

Sign _________________________ Chairman of the Meeting ( Mrs. Su, Ming - Fen )

Certified the correctness

Sign _______________________ Chairman of the Board (Mrs. Su, Ming - Fen)

Sing _______________________ Company secretary ( Mr. Athisit Worachote ) Recorder



Profile of proposed directors who are retired by rotation

Name ：MR. CHIH YU LIAO

Age ：37 years

Proposed position ：Independent Director / Chairman of Audit Committee

Education* ：Bachelor of Business Administration, Management & Finance Minor – Accounting, Loyola Marymount University, Los Angeles CA, USA.

Director Training ： -

Work experiences within 5 years ：

2017-present Independent Director and Audit Committee Hwa Fong Rubber (Thailand) Plc.

2011-present Director/ Chief of Financial Officer Sinkitphaiboonlohakarn Co., Ltd

Position in Director of the Board of HFT ： 7 months

Attendance ： BOD of year 2017 (1 of 6 times) and BOD of year 2018 (1 times)

Shareholding in HFT ：None (or 0.00% of total issued shares)

Current position Director /Management in other organization

Listed Company ： 1 company Hwa Fong Rubber (Thailand) Plc.

Non Listed Company ： 1 companies Sinkitphaiboonlohakarn Co., Ltd.

Non Listed Company and May conflict of interest ：None

Attachment no. 3




Name ：MR. BOONYARIT NGAMWONGMAS

Age ：38 years

Proposed position ：Independent Director / Audit Committee

Education* ：Master of Business Administration, University of La Verne.

：Bachelor of Social Administration, Thammasat University

Director Training ： -

Work experiences within 5 years ：

2017-present Independent Director and Audit Committee Hwa Fong Rubber (Thailand) PLC.

2006-present Managing Director Sinkitphaiboonlohakarn Co., Ltd.

Position in Director of the Board of HFT ： 7 months

Attendance ：BOD of year 2017 (1 of 6 times) and BOD of year 2018 (1 times)

Shareholding in HFT ：None (or 0.00% of total issued shares)

Current position Director /Management in other organization

Listed Company ： 1 company Hwa Fong Rubber (Thailand) PLC.

Non Listed Company ： 1 companies Sinkitphaiboonlohakarn Co., Ltd.

Non Listed Company and May conflict of interest ：None




Name : MS. LIANG, SU - JUNG

Age : 47 Years

Proposed Position : Independent Director and Audit committee

Education : Bachelor Degree (International Business)

Southern Taiwan University - Taiwan Director Training : -

Work experiences within 5 years :

2013-present Independent director and Audit Committee Hwa Fong Rubber (Thailand) Plc.

2011-2013 Director Hwa Fong Rubber (Thailand) Plc.

2004-present Managing Director IS’MI Co., Ltd. (Taiwan)

Position in Director Of the Board of HFT : 4 Years

Attendance : BOD of year 2017 (6 times) and BOD of year 2018 (1 times)

Shareholding in HFT : None (or 0.00% of total issued shares)

Current position Director/Management in other organization :

Listed Company : 1 Companies

Hwa Fong Rubber (Thailand) Plc.

None Listed Company : 1 Companies

IS’MI Co., Ltd.



Profile of proposed Independent Director / Audit Committee

Name : MR.PORNTHEP SURATROONGROJKUL

Age : 45 Years

Proposed Position : Independent Director and Audit committee

Education : Bachelor of Business Administration,

Dhurakij Pundit University.

Director Training : -

Work experiences within 5 years :

2017 - Present Managing Director APEC Engineering Co., Ltd.

2011 – Present Managing Director Pornthep Support (Thaland) Co., Ltd.

Position in Director of the Board of HFT : - Year

Attendance : None

Shareholding in HFT : None (or 0.00% of total issued shares)

Current position Director/Management in other organization :

Listed Company : None

None Listed Company : 2 Companies

APEC Engineering Co., Ltd.

Pornthep Support (Thaland) Co., Ltd.

None Listed Company and May cause conflict of interest : None

Attachment no. 4



The Memorandum of Article of Hwa Fong Rubber (Thailand) Public Company Limited

The relating part of Shareholder Meeting CHAPTER 5

Board of Directors Clause. 16 Directors shall be elected at the meeting of shareholders in accordance with the following rules and procedures: (1) Each shareholder shall have a number of votes equal to the number of shares held. (2) Each shareholder may exercise all the votes he or she has under (1) to elect one or several persons as director

or directors. If several persons are to be elected as directors, the shareholder may allot his or her votes to any person in any number.

(3) After the vote, the candidates shall be ranked in order descending from the highest number of votes received to the lowest. In the case of there is an equality of votes cast for candidates the Chairman shall have a casting vote.

Clause. 17 At every annual ordinary meeting, one-third (1/3) of the directors shall vacate in proportion. If the number of directors is not a multiple of three, the number of directors closest to one-third (1/3) shall vacate.

A director who vacates office under this section may be re-elected. The rank of directors vacate in their proportion shall be agreed by directors.

Clause. 20 The meeting of shareholders may pass a resolution removing any director from office prior to vacancy as a result of the termination of the term of office of the director, by a vote of not less than three-fourths (3/4)of the number of shareholders attending the meeting and having the right to vote and the total number of shares being not less than half of the number of shares held by the shareholders attending the meeting and having the right to vote.

Clause. 23 Directors have the right of remuneration under the resolution of the meeting of shareholders based on a vote of not less than two-thirds of the total number of votes of the shareholders attending the meeting. The director will receive fixed remuneration or specific remuneration which determine by period until further notice has been announced. In addition directors have the right to receive the allowance and any welfare as company regulation. The detail under paragraph one will not be affected to the right of director who was appointed from the company’s employee that will be received the remuneration and the profit in the part of company’s employee.

Attachment no. 5



Chapter 6 Shareholder Meeting

Clause. 32 The board of directors shall call a meeting of shareholders which is an annual ordinary meeting of shareholders within four (4) months of the last day of the accounting year of the Company. The meeting of shareholders other than the one referred to in paragraph one shall be called extraordinary meetings. The board of directors may call an extraordinary meeting of shareholders any time the board considers it expedient to do so. Shareholders holding shares amounting to not less than one-fifth (1/5) of the total number of shares sold or shareholders amounting to not less than twenty-five (25) persons holding shares amounting to not less than one-tenth (1/10) of the total number of shares sold may, by subscribing their names, request the board of directors to call an extraordinary meeting at any time, but the reasons for calling such meeting shall be clearly stated in such request. In this regard, the board of directors shall proceed to call a meeting of shareholders to be held within one (1) month as from the date the request is received from the shareholders. Clause. 33 In calling a meeting of shareholders, the board of directors shall prepare a written notice calling the meeting that indicates the place, date, time, agenda of the meeting and the matters to be proposed to the meeting together with sufficient detail by indicating clearly whether it is the matter proposed for information, for approval or for consideration, as the case may be, including the opinions of the board of directors in the said matters, and shall be delivered to the shareholders and the Registrar for their information not less than seven (7) days prior to the date of the meeting. The notice calling for the meeting shall also be published in a newspaper not less than three (3) days prior to the date of the meeting. The place of the meeting under paragraph one shall be in the locality in which the head office of the company is located or in a nearby Province, unless otherwise stipulated by the articles of association. Clause. 34 In a meeting of shareholders, there shall be shareholders and proxies (if any) attending at the meeting amounting to not less than twenty-five (25) persons or not less than one half of the total number of shareholders and in either case such shareholders shall hold shares amounting to not less than one-third (1/3) of the total number of shares sold to constitute a quorum. At any meeting of shareholders, in the case where one hour has passed since the time for which the meeting is scheduled and the number of shareholders attending the meeting is still inadequate for a quorum as prescribed under paragraph one, if such meeting of shareholders was called as a result of a request by the shareholders, such meeting shall be cancelled. If such meeting of shareholders was not Called as a result of a request by the shareholders, the meeting shall be called once again and the notice calling such meeting shall be delivered to shareholders not less than seven (7) days prior to the date of the meeting. In the subsequent meeting, a quorum is not required.



Clause. 35 In a meeting of shareholders, Shareholder can be grant proxy to a person who has a lawful age attend the meeting and having the right for voting. The proxy form shall be identifying the date signature of Grantor and proxy as fixed by the registrar. A proxy shall be summit the proxy form to the Chairman of Director or assign person from Chairman of Director at the meeting prior a meeting start. Clause. 37 A resolution of the meeting of shareholders shall be made by the following votes: (1) In an ordinary event, the majority vote of the shareholders who attend the meeting and cast their votes. In case of an equality of votes, the chairman of the meeting shall have an additional vote as a casting vote; (2) In the following cases, a vote of not less than three-fourths (3/4) 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 hire of the whole or important parts of the business of the company, the entrustment of the management of the business of the company to any other person or the amalgamation of the business with other persons with the purpose of profit and loss sharing; (D) The amendment of The Memorandum of Association or The Memorandum of Article. (E) Increasing or decreasing the company’s paid-up capital. (F) Dissolution. (G) Amalgamation. Clause. 38 The company will be calling the Annual General Meeting of Shareholder for consider the company operation as below issue. (1) To consider the report of director for the company’s performance as the recent year. (2) To consider and approve the company’s balance sheet and financial statement. (3) To consider the appropriate profit and dividend payment. (4) To consider and appoint the directors to replace whose service of period is expired determine the remuneration. (5) To consider and appoint the auditors and determine their remuneration. (6) To consider the other issues (if any).



แบบหนงสอมอบฉนทะ แบบ ก. แบบทวไปซงเปนทงายไมซบซอน

Proxy (Form A) General and Simple Form

เลขทะเบยนผ ถอหน............................................. เขยนท...................................................... Shareholders’ Registration No. Written At

วนท.............เดอน.................พ.ศ.............. Date Month Year

1. ขาพเจา...............................................................................สญชาต..................................................... I/we Nationality อยบานเลขท.......................ถนน…………..................................ต าบล/แขวง......................................... Residing at Road Tambol/Kwaeng อ าเภอ/เขต.......................................จงหวด............................................รหสไปรษณย..........................

Amphur/Khet Province Postal code 2. เปนผ ถอหนของ บรษทฮวฟง รบเบอร (ไทยแลนด) จ ากด (มหาชน) Being a shareholder of Hwa Fong Rubber(Thailand) Public Company Limited

โดยถอหนจ านวนทงสนรวม...........................หนและออกเสยงลงคะแนน ไดเทากบ..............................เสยง ดงน Holding the Total amount of Shares and having the rights to vote equal to votes as follow:

หนสามญ.........................................หน ออกเสยงลงคะแนนเสยง ไดเทากบ...........................เสยง Ordinary Share Share and having the rights to vote equal to votes หนบรมสทธ......................................หน ออกเสยงลงคะแนนเสยง ไดเทากบ...........................เสยง Preference Share Share and having the rights to vote equal to votes 3. ขอมอบฉนทะให Hereby appoint (1) ชอ……………….…………………………….อาย...................ป อยบานเลขท................................................. Name age years, residing at

ถนน……....................................ต าบล/แขวง...............................................อ าเภอ/เขต………………………… Rode Tambol/Kwaeng Amphur/Khet

จงหวด...................................................รหสไปรษณย.................................หรอ Province Postal Code or (2) ชอ………....................................................อาย...................ป อยบานเลขท................................................

Name age years, residing at ถนน...........................................ต าบล/แขวง...............................................อ าเภอ/เขต.................................... Rode Tambol/Kwaeng Amphur/Khet จงหวด.................................................รหสไปรษณย.................................หรอ Province Postal Code or

ปดอากรแสตมป 20

บาท Duty Stamp

Baht 20

Attachment no. 6



(3) ชอ…………………………………………….อาย...................ป อยบานเลขท............................................... Name age years, residing at

ถนน...........................................ต าบล/แขวง...............................................อ าเภอ/เขต.................................. Rode Tambol/Kwaeng Amphur/Khet จงหวด...................................................รหสไปรษณย......... ......................... Province Postal Code คนหนงคนใดเพยงคนเดยวเปนผแทนของขาพเจาเพอเขารวมประชมและออกเสยงลงคะแนนแทนขาพเจาในการประชมสามญ

ผ ถอหนครงท 1/2561 ในวนศกร ท 20 เมษายน 2561 เวลา 10.00 น. ณ หองบอลรม บางปกอลฟ แอนด สปอรต เลขท 191 หม 3 นคมอตสาหกรรมบางป ซอย 9 ต าบลแพรกษาใหม อ าเภอเมองสมทรปราการ จงหวดสมทรปราการ หรอทจะพงเลอนไปในวน เวลา และสถานทอนดวย

Only one of them as my/our proxy to attend and vote in The Shareholder’s Annual General Meeting of 2018 on April 20, 2018 at 10.00 a.m , at Ball Room , Bangpoo Golf and Sport No. 191 Moo. 3, Bangpoo Industrial Estate Soi 9, T. Preakkasamai, A. Muangsamutprakarn, Samutprakarn or such other date, time and place as the meeting mat be adjourned. กจการใดทผ รบมอบฉนทะกระท าไปในการประชมนน ใหถอเสมอนวาขาพเจาไดกระท าเองทกประการ Any acts performed by the proxy in this meeting. It shall be deemed to be the actions performed by myself ลงชอ/Signed...........................................................ผมอบฉนทะ/Grantor ( ) ลงชอ/Signed............................................................ผ รบมอบฉนทะ /Proxy ( ) ลงชอ/Signed............................................................ผ รบมอบฉนทะ /Proxy ( ) ลงชอ/Signed............................................................ผ รบมอบฉนทะ /Proxy ( )

หมายเหต/Remark

1. ผ ถอหนทมอบฉนทะจะตองมอบฉนทะใหผ รบมอบฉนทะเพยงรายเดยวเปนผ เขาประชมและออกเสยง ลงคะแนนไมสามารถแบงแยกจ านวนหนใหผ รบมอบฉนทะหลายคนเพอแยกการลงคะแนนเสยงได The Shareholder shall grant proxy to only one proxy holder to attend and vote in the meeting. The number of Shares may not be divided to more than one proxy holder in order to vote.

2. ผ ถอหนสามารถมอบฉนทะใหกรรมการอสระของบรษท ผ ไมมสวนไดเสยในวาระทเสนอในการประชม AGM ครงน ดงตอไปนเปนผ รบมอบฉนทะแทนผ ถอหน คอ นายบญฤทธ งามวงศมาศ กรรมการอสระ/กรรมการตรวจสอบ อาย 38 ป

อยบานเลขท 99 ซอยสะพานค ถนนพระรามส ทงมหาเมฆ สาทร กรงเทพ 10120 The Shareholder may appoint to the Independent Director, whose are disinterested of the equity agenda in this AGM to be

the proxy as follow Mr. Boonyarit Ngamwongmas Age 38 years 99 Soi Sapankoo Rama4 Tungmahamek Sathon BKK 10120



เอกสารหรอหลกฐานแสดงความเปนผถอหนหรอผแทนของผถอหนทมสทธเขารวมประชม Documents or Evidence Showing an Identity of the Shareholder or a Representative of the Shareholder Entitled to attend the Meeting

ตามนโยบายคณะกรรมการตลาดหลกทรพยแหงประเทศไทย เรอง ขอพงปฏบตส าหรบการจดการประชมผ ถอหนของบรษทจดทะเบยนลงวนท 19 กมภาพนธ 2542 โดยมวตถประสงคเพอใหบรษทจดทะเบยนถอเปนแนวทางปฏบตทด ซงจะเปนการสรางความเชอมนใหเกดขนแกผ ถอหน ผ ลงทน และผ ทเกยวของทกาาย และเพอใหการประชมผ ถอหนของบรษทจดทะเบยนเปนไปดวยความโปรงใส ชอบธรรม และเปนประโยชนตอผ ถอหน บรษทฯ จงเหนควรก าหนดใหมการตรวจสอบเอกสารหรอหลกฐานแสดงความเปนผถอหนหรอผแทนของผ ถอหนทมสทธเขารวมประชม เพอใหผ ถอหนถอปฏบตตอไป ทงน เนองจากผ ถอหนบางรายอาจไมคนเคยกบขอพงปฏบตทน ามาใช บรษทจงขอสงวนสทธทจะผอนผนการยนแสดงเอกสารหรอหลกฐานแสดงความเปนผ ถอหน หรอผแทนของผ ถอหนทมสทธเขารวมประชมแตละรายตามทบรษทฯ จะพจารณาเหนเหมาะสม The policy of the Board of the Stock Exchange of Thailand, date 19th February 1999, relating to good practices for holding of a Shareholders’ meeting, aims to establish guidelines for listed companies to follow .This will create confidence to shareholder, investors and all relevant Parties. Accordingly, the company believes that an inspection of documents or evidence showing an identity of the shareholder or a representative of the shareholder entitled to attend the meeting which should be observed by the shareholders, would cause transparency, fair and benefits to the shareholders. However, the company reserves the right to waive any of these requirements for some of the shareholder on a case by case basis, at the company’s sole discretion.

1. บคคลธรรมดา/Natural person 1.1 ผ ถอหนทมสญชาตไทย/Thai nationality

(ก) บตรประจ าตวของผ ถอหน ( บตรประจ าตวประชาชน หรอบตรขาราชการ หรอบตรพนกงานรฐวสาหกจ) Identification card of the shareholder (personal I.D. or identification card of government officer or identification card of state enterprise officer); or

(ข) ในกรณมอบฉนทะ ส าเนาบตรประจ าตวของผมอบฉนทะ และส าเนาบตรประจ าตวหรอหนงสอเดนทาง (กรณเปนชาวตางประเทศ) ของผ รบมอบฉนทะ โดยผ รบมอบอ านาจไมจ าเปนตองแสดงบตรประชาชนตวจรงของผมอบอ านาจ หรอไมก าหนดในสงทนอกเหนอไปจากเอกสารหรอหนงสอเวยนของทางการทเกยวของ In case of proxy, a copy of passport of the shareholder and a copy of identification card or passport (in the case of foreigner) of the proxy. The proxy does not need to show ID card of the shareholder. In addition to determining whether or not a document or letter from the authorities concerned.

1.2 ผ ถอหนชาวตางประเทศ/ Non-Thai nationality (ก) หนงสอเดนทางของผ ถอหน Passport of Shareholder; or (ข) ในกรณมอบฉนทะ ส าเนาหนงสอเดนทางของผมอบฉนทะ และส าเนาบตรประจ าตวหรอหนงสอเดนทาง (กรณเปนชาวตางประเทศ) ของผ รบมอบ

ฉนทะ In case of proxy, a copy of passport of the shareholder and a copy of identification card or passport (in the case of foreigner) of the proxy

2. นตบคคล/ Juristic person 2.1 นตบคคลทจดทะเบยนในประเทศไทย/ Juristic person registered in Thailand

(ก) หนงสอรบรองนตบคคล ออกใหไมเกน 30 วน ออกโดยกรมพฒนาธรกจการคา กระทรวงพาณชย Corporate affidavit, issue within 30 days by Department of Business Development, Ministry of Commerce; and

(ข) ส าเนาบตรประจ าตวหรอหนงสอเดนทาง (กรณเปนชาวตางประเทศ) ของกรรมการผมอ านาจทไดลงนามในหนงสอมอบฉนทะพรอมส าเนาบตรประจ าตวหรอหนงสอเดนทาง (กรณเปนชาวตางประเทศ) ของผ รบมอบฉนทะ A Copy of Identification Card or passport (in case of a foreigner) of the authorized director(s) who sign(s) the proxy form including a copy of identification card or passport (in case of a foreigner) of the proxy.

2.2 นตบคคลทจดทะเบยนในตางประเทศ / Juristic person registered outside of Thailand (ก) หนงสอรบรองนตบคคล / Corporate affidavit; and

(ข) ส าเนาบตรประจ าตวหรอหนงสอเดนทาง (กรณเปนชาวตางประเทศ) ของกรรมการผมอ านาจทไดลงนามในหนงสอ มอบฉนทะ พรอมส าเนาบตรประจ าตวหรอหนงสอเดนทาง (กรณเปนชาวตางประเทศ) ของผ รบมอบฉนทะ A Copy of Identification Card or passport (in case of a foreigner) of the authorized director(s) who sign(s) the proxy form including a copy of identification card or passport (in case of a foreigner) of the proxy.

ในกรณของส าเนาเอกสารจะตองมการรบรองส าเนาถกตอง และหากเปนเอกสารทจดท าขนในตางประเทศ ควรมการรบรองลายมอชอโดยโนตารพบลค A copy of the documents must be certified true copy. In case of any document or evidence produced or executed outside of Thai land, such

documents or evidence should be notarized by a notary public. ผ ถอหนหรอผ รบมอบฉนทะสามารถลงทะเบยน และยนเอกสารหรอหลกฐานเพอการตรวจสอบ ณ สถานทประชมกอนเขารวมประชมเวลา 10.00 น. ของวนท 20

เมษายน 2561 / A shareholder or a proxy may register and submit the required documents or evidence for inspection at the meeting before 10.00 a.m. on April 20, 2018.

Attachment no. 7



Map of the Annual General Meeting of Shareholders No. 1/2018 Hwa Fong Rubber (Thailand) Public company Limited

Attachment no. 8