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(12)
converted into a private limited company. Thereby, the delisted

company would still be subject to the obligations under Chapter 3/1
of the Securities and Exchange Act of Thailand (the çSEC Acté) (i.e.
(13)
corporate governance of a listed company) , unless after the delisting

tender offer, the percentage of shares held by the remaining

(12)
Section 180 of the Public Limited Company Act of Thailand permits a private limited
company to be converted into a public limited company if the shareholders holding at least
75% of the total voting rights of the company have given their approval. However, neither
the Public Limited Company Act of Thailand nor the Civil and Commercial Code of Thailand
permits a public limited company to be converted into a private limited company.
(13)
For example, under Section 89/12 of the SEC Act, a director, an executive or a related
person may enter into a transaction with the company or subsidiary only after obtaining
approval from the shareholdersû meeting, unless such transaction falls under any of the

following:
(1) a transaction with the same commercial terms as those an ordinary person would
agree with any unrelated counterparty under similar circumstances, on the basis of
commercial negotiation and without any dependent interest resulted from the status
of the director, executive or related person, as the case may be, provided further that
the said commercial terms have been approved by the board of directors or in
compliance with the principle approved by the board of directors;

(2) a loan in accordance with the regulations on the welfare for staff members and
employees;
(3) a transaction in which the counterparty to the company or both parties are:
(a) a subsidiary or subsidiaries whose shares are held by the company in the amount
not less than 90% of its total number of shares sold; or
(b) a subsidiary or subsidiaries whose shares are held by a director, an executive or
a related person or in which such person has interest, whether directly or
indirectly, not more than the amount, rate or characteristic as specified in the
Notification of the Capital Market Supervisory Board;

(4) a transaction in a particular category or with value not more than the amount or rate
as specified in the Notification of the Capital Market Supervisory Board.

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