(Excerpt of the Memorandum of Association)
This Memorandum of Association is made on [●] and contains the following particulars:
Clause 1. The name of the Company is “ [สยาม คานาโมโต้] Company Limited”
and its English name is “ [SIAM KANAMOTO] Company Limited”.
Clause 2. The registered office of the Company shall be located in Samutprakarn Province.
Clause 3. The objectives of the Company are concluded in [●] clauses.
Clause 4. The liability of each shareholder is limited to the amount unpaid, if any, on the shares respectively held by them.
“ ”
(If the directors of the Company are to have unlimited liability, such liability should be stated. If there is none, draw a line in “….”)
Clause 5. The registered capital of the Company shall be thirty million Baht ( 30,000,000 )
(amount in letters) (amount in numbers)
divided into one hundred shares ( 100 ) at the par value of three hundred thousand Baht per share ( 300,000 ).
Clause 6. The names, addresses, occupations, and signatures of promoters, and number of shares subscribed by each of them are as follows:
(1) Age Telephone
Residing at
Occupation Subscribed share(s) (Signature)
(2) Age Telephone
Residing at
Occupation Subscribed share(s) (Signature)
(3) Age Telephone
Residing at
Occupation Subscribed share(s) (Signature)
(4) Age Telephone
Residing at
Occupation Subscribed share(s) (Signature)
(5) Age Telephone
Residing at
Occupation Subscribed share(s) (Signature)
(6) Age Telephone
Residing at
Occupation Subscribed share(s) (Signature)
(7) Age Telephone
Residing at
Occupation Subscribed share(s) (Signature)
All promoters hereby agree that this Memorandum of Association shall become ineffective if the registration of the Company shall not be made within 10 years of the date of registration of the Memorandum of Association.
DETAILS OF THE OBJECTIVES
of
[Siam Kanamoto] Company Limited
Registration No.
The objectives of this Company are consisting of [11] clauses as follows:
(1) To engage in leasing, marketing, distribution and/or sale of construction equipment and/or special engineering equipment and any other related activities.
(2) To buy, procure, obtain, lease, grant a lease, hire-purchase, own, possess, develop, use and otherwise manage any property, including the interests thereof.
(3) To sell, transfer, mortgage, pledge, exchange and dispose of property by other means.
(4) To act as a broker, agent, commission agent in all types of transaction and business, except for insurance, association member recruitment and securities trading.
(5) To borrow money, obtain overdraft facility from banks, juristic persons or other financial institutions, and provide loan, or otherwise extend credit by other means, with or without security, including accepting, issuing, transferring, and endorsing bills or other types of negotiable instruments, provided that the foregoing are not carried out as a banking, finance or credit foncier business.
(6) To establish branches or appoint representatives in Thailand or abroad.
(7) To invest or become a partner in any business, enterprise or joint venture or allow other person to do so or be a limited liability partner in limited partnership or a shareholder in other private or public company incorporated in Thailand or abroad, including investing in all types of securities, including shares, debentures, investment units, treasury bills, bonds and debt instruments.
(8) To carry on the business of consulting and rendering advice on managerial, commercial, industrial, including manufacturing, marketing, distributing, human resources and regional training, and economic and investment research and analysis.
(9) To carry on the business of issuing guarantee for debts, liability and due performance of contractual liabilities by other persons, including guarantee for persons immigrating into or migrating out of the country in accordance with the immigration law, revenue law and other laws.
(10) To carry on the business of custodianship and asset management for other persons.
(11) To issue and offer for sale debentures in accordance with the relevant laws, including issuing shares at the price higher than their par value as prescribed by the relevant laws.
Exhibit B
(Articles of Association)
[To be inserted]
Exhibit C
Matters for Determination by the Operational Committee
1. Any selection, purchase and other acquisition of rental equipment within the range of the approved budget, and any sale and other disposal of such equipment by the Company;
2. Any selection, purchase and other acquisition of assets for maintenance of equipment within the range of the approved budget, and any sale and other disposal of such assets by the Company;
3. Any decision of the rental tariff structure, any rental transaction at twenty (20)% or more discount, and any other unusual transaction;
4. Any selection of any subcontractor, and giving orders to such subcontractors within the range of the approved budget;
5. Establishment and management of maintenance department of the Company within the range of the approved budget, and decision on personnel affairs of such maintenance department of the Company;
6. Selection and dispatching the staff whom KANAMOTO seconds to the Company; and
7. Any other matter not specified hereinabove, concerning the acquisition, maintenance or preservation of the rental equipment.
Exhibit D
Basic Terms and Conditions of the Land Lease Agreement
1. Land :
Located at [ ]
2. Rentable Area:
[ ]
3. Rent:
[ ]
4. Deposit:
No deposit required.
5. Duration and Renewal:
Effective for the initial period of five (5) years, and thereafter shall be automatically extended for a period of five (5) years each as long as this Joint Venture Agreement remains in force.
6. Obligation of Recovery:
Upon the termination, the Company may return the Land on “as is, where is” basis, and has no obligation to restore the Land to its original condition.