December 4, 2018
: Notification of the Registration of the Capital Reduction and the Amendment of the Company's Memorandum of Association with the Ministry of Commerce
To : President of the Stock Exchange of Thailand
Regarding the Extraordinary General Meeting of Shareholders No.1/2017 of Thai-Rubber Latex Corporation (Thailand) Public Company Limited ("the Company") held on December 13, 2017, the meeting had the resolutions as follows:
1. Approved the reduction of the existing Company's registered capital from Baht 1,881,479,688 to the registered capital at Baht 681,479,688 and the existing paid-up capital from Baht 1,685,079,688 to the paid-up capital at Baht 681,479,688 by reducing the number of ordinary shares only held by Thai Rubber Latex Group Company Limited ("THAITEX") at 1,003,600,000 shares with a par value of Baht one per share. The said shares are issued as the consideration for the entire business transfer from THAITEX to the Company pursuant to the Group Companies' restructuring plan by obtaining tax exemptions under the Revenue Code on the condition that THAITEX must be dissolved and liquidated in the fiscal year that entire business transfer is held. This procedure constitutes the cross-shareholding between the Company and THAITEX. However, the said cross-shareholding has been permitted by the Securities and Exchange Commission, Thailand as the reasonable and important case. In this regard, the Company will reduce its registered capital when the liquidation of THAITEX is completed.
2. Approved the amendment of Clause 4 of the Memorandum of Association, Re: the Capital of the Company in accordance with the capital reduction of the Company, as follows:
"Clause 4 Registered capital: Baht 681,479,688 (Six hundred and eighty one million, four hundred and seventy-nine thousand, six hundred and
eighty- eight Baht)
Divided into: 681,479,688 shares (Six hundred and eighty one million, four hundred and seventy-nine thousand, six hundred and
Par value of Baht 1.00 (One baht)
Divided into classes of shares:
Ordinary shares 681,479,688 shares (Six hundred and eighty one million, four hundred and seventy-nine thousand six hundred and
Preference shares - share (Zero share)"
THAITEX had completed the registration of liquidation finalization. Therefore, the Company registered the reduction of the registered capital pursuant to the resolutions as mentioned above to the Department of Business Development, Ministry of Commerce on December 4, 2018.
Please be informed accordingly,