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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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  Explanation of newly ordinary share issuance and offering through private placement according to the Extraordinary Shareholders Meeting No. 1/2017
Dated 29 December 2017

Dated 29 December 2017

Subject: Explanation of newly ordinary share issuance and offering through private placement according to the Extraordinary Shareholders’ Meeting No. 1/2017

To:          The President of the Stock Exchange of Thailand

                   

                According to the Extraordinary Shareholders’ Meeting No. 1/2017 of the Thai Rubber Latex Corporation (Thailand) Public Company Limited (the “Company” or “TRUBB”) at December 13, 2017, the Meeting has a resolution to consider and approve the increase in capital and allocation of the newly issued ordinary shares of the Company not exceeding 1,200,000,000 shares with a par value of Baht 1.00 per share under the private placement to Thai Rubber Latex Group Company Limited (“THAITEX”) at the offering price of Baht 1.00 per share. The total value is Baht not exceeding 1,200,000,000. In this regard, THAITEX will transfer the entire business including 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 to the Company in consideration of the newly issued ordinary shares allocated to THAITEX instead of payment by cash.

 

                Moreover, the Meeting resolved to authorize the Executive Committee or the person(s) entrusted by the Executive Committee to determine the other details relating the allocation of the newly issued ordinary shares under private placement. This includes but not limited to:

 

                (a) Determining the offering period, conditions, and other details relating to the allocation of the newly issued ordinary shares;


                
(b) Negotiating, contracting, and signing documents and relevant contracts including proceeding other issues relating to the allocation of the newly issued ordinary shares; and

 

                (c) Proceeding and signing request documents, waiver documents, explanation reports, and necessary evidences relating to the allocation of the newly issued ordinary shares including contacting and submitting those documents to the government agencies or relevant agencies and signing those documents submitted to the Securities and Exchange Commission and authorized to proceed if necessary and appropriate regarding the allocation of the newly issued ordinary shares.
 

                The Company submitted the request for permission to offer newly issued ordinary shares to THAITEX to Securities and Exchange Commission pursuant to Notification of the Capital Market Supervisory Board No. TorChor 72/2558, Re: Approval for the Listed Companies to Issue the Newly-issued Shares to the Specific Investors and the Company is already permitted to offer the newly issued ordinary shares to THAITEX from the Securities and Exchange Commission.

 

                The details of the newly issued ordinary shares issuance and offering to THAITEX is as follows:


                1. Determination of the offering price of the newly issued ordinary shares

 

                The Extraordinary Shareholders’ Meeting No. 1/2017 resolved to approve the determination of the offering price of the newly issued ordinary shares at 1.00 Baht per shares with a discount at 52.15 percent which is considered offering of the ordinary shares under the private placement scheme with a distinct offering price and a discount more than 10 percent of the market price pursuant to the Notification TorJor. 72/2558. In this regard, 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 to Extraordinary General Meeting of Shareholders No. 1/2017 for the approval of the Company’s issuance of the newly ordinary shares from 1 November 2017 to 9 November 2017 which is equal to 2.09 Baht (Reference: www.set.or.th).

 

                In order to comply with the Notification of the Stock Exchange of Thailand, Re: Regulations, Conditions, and Methods of Considering the Request for the Acceptance of Ordinary Shares or Preferred Shares in the Increased Capital as the Registered Capital B.E.2558, the Company is obliged to notify the market price which means the weighted average method of the Company’s shares on 7 but not exceeding 15 consecutive business days prior to the first date of the share offering. Therefore, the Company shall clarify the market price of the Company’s shares on 7 consecutive business days between December 22, 2017 and December 28, 2017 as follows:

              

                Because the offering price of the newly issued ordinary shares is lower than 90 percent of the market price of the Company’s shares on 7 consecutive business days prior to the first date of the share offering, the buyer will not trade the acquired newly issued ordinary shares within 1 year since the date the newly issued ordinary shares are traded in the Stock Exchange of Thailand (silent period). After 6 months from the date the newly issued ordinary shares are traded in the Stock Exchange of Thailand, the buyer can partially sell the 25 percent of the total shares with prohibition on sale pursuant to the Notification of the Stock Exchange of Thailand, Re: Regulations, Conditions, and Methods of Considering the Request for the Acceptance of Ordinary Shares or Preferred Shares in the Increased Capital as the Registered Capital B.E.2558 (and its amendments).

 

                The newly issued ordinary shares, followed the consideration of the entire business transfer obtaining the utmost tax benefits, will have no right to vote for any resolution in the shareholder’s meeting and also not to receive dividend. The Company will decrease its capital to the previous capital within 1 year before the silent period is expired. Therefore, the shares will not be traded in the Stock Exchange of Thailand.

          

                However, because the increase in capital of the Company complies with Regulation of Entire Business Transfer for Tax Exemption, THAITEX will not trade all newly issued ordinary shares publicly until the process of capital reduction of the Company.

 

                2. The Determination of the Reservation of the Newly Issued Ordinary Shares Offered under Private Placement Scheme

                The Company determined the offering date of the newly issued ordinary shares of the Company, totaling not exceeding 1,200,000,000 shares with a par value of Baht 1.00 per share to THAITEX at the offering price of Baht 1.00 per share in December 29, 2017.

 

                After the allocation of the newly issued ordinary shares, the Company will register the capital increase with Ministry of Commerce and register the shares to be the listed securities with the Stock Exchange of Thailand. However, the company will not trade the newly issued ordinary shares to public until the process of capital reduction of the Company as mentioned above.

 

Please be informed accordingly

 

Sincerely yours,

 

    Mr.Vorathep Wongsasuthikul

                                                                               Chief Executive Officer

 
 
 
 
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