shareholding ratio for a period of 3 months bearing the interest rate of MLR per annum. However, SWBG has faced liquidity problem since operating cash flow was not enough to cover expenses because SWBG could not fully run its business or sell its products and it could not repay the
short-term loan of THB 940,000. Therefore, the Company renewed the said loan from time to time. At present, a partner has shown his intention to find a new partner to buy ordinary shares in SWBG from the Company or to conclude deal in other way as to be agreed by all shareholders of SWBG. 2.2) Entering into an Amended Syndication Loans Agreement no.5 On July 19, 2007, the Company signed an amended syndication loans agreement no.5 with the Siam City Bank Pcl. and the Bangkok Bank Pcl. to add new credit line for supporting working capital under energy conservation project amounted THB 68.54 million for investment in additional machines and equipments of Bangpu factory and Amata Nakorn Chonburi factory. 2.3) Canceling Conditions in Syndication Loan Agreement and Redeeming Mortgaged Collaterals After the Company has fully repaid the principal of long-term loan amounted THB 2,100 million to the Siam City Bank Pcl. and the Bangkok Bank Pcl. in the year 2007, the Company has cancelled almost all conditions covenanted in syndication loan agreement dated July 19, 2002 and redeemed mortgaged collaterals, i.e. land and buildings of Suksawat factory and all machines of 4 factories. Both banks have agreed with this in 4th quarter of the year 2007 in order to facilitate operation of the Company and to release unnecessary obligations. Also, the remaining value of mortgaged collaterals of the Company will be in line with the remaining outstanding debt.
3) Others 3.1) Dividend Payment The Company has appropriated for a legal reserve for the year 2006 for the sum of THB 20,000,000 as approved by the shareholders’ meeting. Dividend was paid at the rate of THB 0.75 per share. Total payment of the dividend was THB 203,242,860, or 51.27% of net profit shown in financial statements for the year ended December 31, 2006 as being presented in Annual Report 2006. The payment of dividend was from profit of the period January 1 - June 30, 2006 at the rate of THB 0.30 per share. Total payment of the dividend was THB 81,297,144, being paid out on September 8, 2006. Another payment of dividend was from profit of the period July 1 - December 31, 2006 at the rate of THB 0.45 per share. Total payment of the dividend was THB 121,945,716, being paid out on May 25, 2007. 3.2) Appointment of a Substitute Director in place of a Director who passed away Mr. Thawee Kongyungyuen, a Director, passed away on January 12, 2008. Article 17 of the Company’s Articles of Association reads “In the event of vacancy of any director for other reasons than completion of office term, the Board of Directors shall appoint a person who has the qualifications and who possesses no prohibited characteristics under Section 68 of the Public Limited Companies Act, B.E. 2535 (1992) as the substitute director in the next meeting of the Board of Directors, unless the remaining office term of the said director is less than two months. The substitute director shall hold office only for the remaining office term of the director whom he or she replaces. The resolution of the Board of Directors under paragraph one must be passed by a vote of not less than three-fourths of the number of remaining directors.” In the meeting no. 1/2551 of the Board, held on February 24, 2008, the Board has appointed Mrs. Siriporn Sailasoot who is knowledgeable and capable and possessing no prohibited characteristics under Section 68 of the Annual Report 2007 - As of December 31, 2007
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