uivn dowesued (Ineuaua ) anti (uray) IBDURRO iA FONG RUBBER (THAILAND) PUBLIC COMPANY LIMITED ~ Translation ~ ‘Minutes ofthe Annual General Meeting of Shareholders No, 12020 Hwa Fong Rubber (Thailand) Public Company Limited Meeting ofthe Annual General Meeting of Shareholders No, 1/2020 of Hwa Fong Rubber (Thailand) Publi Company Limited held on May! 1, 2020 at 10.00 arm, at Hwa Fong Rubber (Thailand) Public Company Limited No. 317 Moo, Soi 6c Bangpoo Industrial Estate, Preakass, Muangsamutprakamn, Samuiprakar, ‘The mecting commenced at 10.00 a.m, ‘The meeting was 48 shareholders that present including shareholders by selFattendance and by proxy, altogether holding 348,755,703 shares or $297 % of toal shares mount 658,434,300 shares which has the right to attend the ‘meeting and has the right vote thus constiuting a quorum ofthe mestng pursuant tothe articles of association of ‘the company. Beeause Covid-19, Mark Chairman ofthe Board can’t came meeting with ws, Therefore proposed tothe meeting to select Mr, Chuang, Chib-Yao as chairman of the esting. The Chaiman welcomed and introduced Directors and Aulitors ‘who attended the meting tothe shareholders follows 1. Me Chuang, Chih Yao Director 2. Mr: Monsiam Sinworapun Aut Commitee ‘Auuitrs fom Prcewaterhouse Coopers ABAS Lid |.Mr. Pitpat Dansawang 2.MsSurasa_Sirisuksompop ‘The secretary of the meeting explained thatthe shareholders have the vote rights i.e. vote for, vote against or abetan equal tothe amount of share held by them. One share equaled one vote. Only vote against and abstentions would be counted and then be deducted from the total umber to be the agreed vote. The sharcholders acknowledged an then the Chinnan entered the meeting fo consider each agenda as follows “Agenda 1: To consider and ceriy minutes ofthe Annual General Meeting of Shareholders No. 1/2019 Cuan proposed the meeting to consider and cenify the minutes ofthe Sharcholdr’s Annual General Mesting 'No.1/2019, held on April 25%, 2019 as pe te copy provided to shareholders together wit the noice for the meeting. Resolution: ‘The mestng considered and unanimously cere the minutes of the Shareholler’s Annual General Meting No, 1/2019, held on April 25", 2019 with the number of votes as follows: 317 Moo 4 Soi 6c Bangpoo Industrial Estate, Samutprakam 10280 Thailand, ‘Tel: (66) 2-7096580-8 Fax : Sales Dept : (66) 2-3240483, Purchase Dept : (66) 2-3240481 Factory Office : (66) 2-7096593 (A4 15200 0012 A) O1 15 2500iain dovlaFuies (Inauaua ) daria (wwreu) DUIRO AWAFONG RUBBER (THAILAND) PUBLIC COMPANY LIMITED. Votes ‘Number of Votes % of the votes attending the meeting Approved 348,755,708 100 Against : : Abstentions : : Agenda 2: To acknowledge the performance ofthe Company forthe year 2019, Chairman presented the company’s perfomance ofthe year 2019 to the mesting for acknowledgement, the details ‘vas apparent in the annual report of the year 2019 which was provided to shareholders together withthe notice forthe meeting ‘Resolution; The mesting acknowledged the company’s performance ofthe year 2019, ‘Agenda 3: To consider and approve the financial statements as on December 31°, 2019 The Chairman proposed the meeting to consider and approve the financial statements as on December 31°, 2019 which was duly audited by auditor and the details was apparent in the annual report that was provided to shareholders together withthe notice for the meeting. ‘The Chairman asked the meeting if there were any other questions but none ofthe sharcholders replied. Resolution; The mecting considered to unanimously certify and approved the financial statement as on December 31°, 2019 With the number of votes as follows: Votes Number of Votes % of the vores attending the meeting Approved 348,755,703, 100 Against : Abstentions E - ' consider and approve the allocation of profit and announce dividend payment ofthe year 2019, Agenda (Chairman proposed the Meeting to consider and approve the dividend payment ofthe year 2019 (January 1", 2019 December 31", 2019) to sharcholders atthe rate 0.13 Bahushare which derived ffom profit under BOT Business at the rate (0.064 Baht ‘share and from profit under non-BOI Business atthe rate 0,066 Baht /share from the total 658,434,300 shares (Par value (baht) : 1.00) with the total amount of 85,596,459.00 Baht (Fighty-five million five hundred ninety-six thousand four hhundeed fify-nine Baht only.) The record date for the right to receive dividend on May 20°, 2020 and dividend will be paid ‘on Jun 10°, 2020 317 Moo 4 Soi 6c Bangpoo Industrial Estate, Samutprakarn 10280 Thailand, Tel: (66) 2-7096580-8 Fax : Sales Dept : (66) 2-3240483, Purchase Dept : (66) 2-3240481 Factory Office : (66) 2-7096593, (A4 15200 0012 A) 01 15 2500Lin davleFuuuas (Inauaun ) 4a (wry) DUIRO HVA FONG RUBBER (THAILAND) PUBLIC COMPANY LIMITED Shareholders inquired atthe meeting as follow: 1. Sharcholder attending the meting by self attendance inguted as follow: This years affected by Covid-19, The Company should consider increasing dividends to sharcholers. The chairman sid thankyou othe shareholder for his opinion and question, According to the companys policy to pay dividends atthe rate of not less than 30 % of the Net Profit afer corporate income tax and other reserves. The chairman requested for some time to discuss between the Board of Directors and the accountng and financial department of the company to consider paying dividends agin ‘After discussion, the chairman explained to the shareholders that the company proposed the sharcholers to consider paying dividends from 0.13 Baht share tothe rate of 0.145 Babt share according to the shareholders requested which derived from profit under BOI Busines atthe at 0.064 Baht /share and from profit under non-BOI Busines atthe rate 0.081 Baht share from the total of 658,434,300 shares with total amount of 95,472,973.50 Baht (Ninety-five milion, four hundred and seventy-two thousand, ne hundred and seventy-three point ive zero Baht. ‘The Chairman thanked for the shareholders and their understanding ofthe Companys investment, and there has no ditional questions to be raised by the shareholders, the Chairman asked the Meeting to cast the votes. Resolution; The Meeting unanimously approved the appropriate dividend payment from the profit of the year 2019 (January 1", 2019 — December 31°, 2019) to Sharcholdes atthe rate 0.145 Baht share which derived from profit under BO! Business at the rate 0.064 Baht ‘share and ffom profit under non-BOI Business at the rate 0.081 Baht/share from the total of 658,434,300 shares with total amount of 95,472,973.50 Baht (Ninety-five million, four hundred and seventy-two thousand, nine hundred and seventy-three point five zero Baht). The record date forthe right to recive dividend on May 20°, 2020 and dividend will be paid on Jun 10°, 2020 With the voting results as follow: Votes Number of Votes % ofthe votes attending the meeting Approved 348,755,203 100 Against : : Abstentions : : fo consider and appoint Independent Director/Audit Committee to replace those who resigned from the position. ‘Agenda S: ‘The chairman informed the meeting that Mr. Pornthep Suratroongrajkt Independent Director / Audit Committee Resigned from the position on March 1", 2020, therefore proposed to the meeting to appoint Mr. Lin, Cheng-Yung as an independent director / audit committe replacing forthe requested to resign. Resolution: “The Meeting unanimously approved Mr. Lin, Cheng ~ Yung to be the independent Director? ‘Audit Committe replacing forthe requested to resign. 317 Moo 4 Soi 6¢ Bangpoo Industrial Estate, Samutprakam 10280 Thailand, ‘Tel: (66) 2-7096580-8 Fax : Sales Dept : (66) 2-3240483, Purchase Dept : (66) 2-3240481 Factory Office: (66) 2-7096593 (A4 15200 0012 A) 01 15 2500unin Jowsiuwwas (lneuaue ) ania (uMray) IDUIRO NWA FONG RUBBER (THAILAND) PUBLIC COMPANY LIMITED Votes Number of Votes % of the votes attending the meeting Approved 348,755,703 100 Against : : Abstentions : : Agenda 6: To consider and appoint the rectors t0 replace whose service of period is expired, Also, determine the ‘remuneration of 2020. Chairman informed the Meeting there will be | in 3 of directors retired by rotation every year and there were 4 directors as following name this years; 1. Mr. Shen, Kuo~ Jung Director and Charman ofthe Board 2. Mr. Chiu, Hsih~ Chien Director 3. Miss, Wo Ping = Yi Director 4. Mr Chang, Tai- Shan Direotor ‘Considered and agreed for shareholders to consider and appoint the director whose service of period is expired to ‘etum to their position for 3 person as below 1, Mr, Shen, Kuo - Jung. Director and Chairman ofthe Board 2. Mr. Chiu, Hsih ~ Chien Director 3. Miss, Wu, Ping - Yi Director the director whose service of perio is expired to retumn to ther poston. And Mr. Lit, Hsing ~ Hung tobe the dretor replacing Me, Chang, Tui ~ Shan the director whose service of period is expired And to propos othe Annual General Meeting of sharholde to conser the remuneration fr the directors, independent director and audit commitee of 2020 area allows 1. Remuneration for director, including travel expenses accommodation fees, Airplane tickets and other expenses. Directors will receive only approved funds. The director, who are residents of Thailand, each of 25,000.00 baht (Twenty five thousand baht only). The director, who are foreign and resident abroad, each of 40,000.00 baht (Forty thousand beht only) per person per time for director who attends the Board of Director Meeting until Further notice has been announced. 2. Annual remuneration 2020, Positions ‘Annual remuneration 1. Chairman of the Board 540,00.00 Batt [ 2. Directors 300,000.00 Baht 4. Chainnan ofthe Audit Commisee 380000.00 Bate ‘Independent Dirssor/ Audit Commitee 30,000 00 Bae 317 Moo 4 Soi 6¢ Bangpoo Industrial Estate, Samutprakarn 10280 Thailand, ‘Tel: (66) 2-7096580-8 Fax : Seles Dept : (66) 2-3240483, Purchase Dept : (66) 2-3240481 Factory Office : (66) 2-7096593 (A4 15200 0012 A) 01 15 2500Ldn davleFuwes (lnauawn ) aia (aru) IDUIRRO AWAFONG RUBBER (THAILAND) PUBLIC COMPANY LIMITED Resolution; The Meeting unanimously approved the Director whose service of period is expired to return to their position of 3 directors, and the re-election of director retiring by rotation; 1 Mr. Shen, Kuo ~ Jung, Director and Chairman ofthe Board 2. Mr. Chiu, Hsth~ Chien Director 3. Miss, Wa, Ping - Yi Director ‘Mr. Liu, Hsing ~ Hung to be the director replacing Mr. Chang, Tai ~ Shan. And the position and authority of directors are determined. It is effective from May 11°,2020 ‘The remuneration forthe directors, independent director and audit committee are approved as follows : 1. Remuneration who attends the Board of Director Meeting included travel expenses, accommodation fees, airfare and other expenses. Directors will receive only approved funds, Directors who are residents of Thailand 25, OOOBaht and who are resident abroad 40,000 Baht (Forty thousand bath) per person. Per time until further notice has been announced, 2.__ Annual remuneration 2020 Positions Ana emuneraion 1. Chaimman ofthe Board 54,000.00 Bate [ 2. Directors 300,000.00 Baht 3. Chairman ofthe Audit Commitee 350,000.00 Bate 44 Independent Direstor/ Aut Commitee 350000.00 Bake asperthe illowing votes, Votes Number of Votes othe votes attending the meeting Approved 348,755,703 100 Asinst - : Abstentions : ‘Agenda 7: To consider and appoint the auditor and determine their remuneration of 2020. ‘The Chairman proposed the Meeting to consider and appoint. 1. Mrs, Anuthai Phumsurakun CCortfied Public Account Registration No. 3837 2, Mr, Sudwin Panyawongkanti Certified Public Account Registration No. 3534 3. Me. Krit Chatchawanwong the auditors from Pricewaterhouse Coopers ABAS Ltd to be the auditors ofthe company and subsidiary company forthe year 2020. Any of the above can conduct the audit and expres an opinion on the company’s financial statements. In the event that none of these auditors is available, Prcewateshouse Coopers ABAS Ltd. can delegate another one of its ‘enified public accountants of Pricewateshouse Coopers ABAS Lid. to conduct the audit, The auditor's remuneration is 317 Moo 4 Soi 6¢ Bangpoo Industrial Estate, Samutprakan 10280 Thailand, ‘Tel; (66) 2-7096580-8 Fax : Sales Dept : (66) 2-3240483, Purchase Dept : (66) 2-3240481 Factory Office : (66) 2-7096593 (Ad 15200 0012 A) 01 15 2500ufain dowaFuwues (Ineuaun ) daria (uray) DDURO. 4/4 FONG RUBBER (THAILAND) PUBLIC COMPANY LIMITED 2,750,000.00 Baht (Two million seven hundred and fity thousand Baht onl). ‘The Chairman asked the meeting if there were any questions. [As there were no further questions from the shareholders, the Chairman asked the meeting to vote, Resolution: The Meeting approved the appointment of| 1. Mfrs, Anuthai Phumsurakun Certified Public Account Registration No. 3837 2. Mr. Sudwin Panyawongkanti CCentfied Public Account Registration No. 3534 3. Mr. Krit Chatchawanwong, Certified Public Account Registration No. S016 the auditors from Pricewatechouse Coopers ABAS Lid. to be the auditors of the company and subsidiary company for the year 2019, Any ofthe above ean conduct the audit and express an opinion on the company’s financial statements. In the event that none of these auditors were available, Pricewaterhouse Coopers ABAS Lid, can delegate another one of its conified public accountants of Pricewaterhouse Coopers ABAS Lid. to conduct the audit, The auditor's remuneration would be 2,750,000.00 Baht (Two million seven hundred and fifty thousand Baht only). as per the following votes; Votes Number of Votes % of the votes attending the meeting Approved 348,755,703 100 Against : : Abstentions : ‘Agenda 8: Other issues to consider (if any). ‘The Chairman asked the meeting if there were any other questions but none of the shareholders replied. As there were no other agendas presented. The Chairman therefore delivered his gratitude to all shareholders and stated to close the mesting, The meeting closed at 10.30 am. 2 Sign, Chairman of the Meeting a . Chi Yao) 317 Moo 4 Soi 6¢ Bangpoo Industral Estate, Samutprakarn 10280 Thailand, Tel : (66) 2-7096S80-8 Fax : Sales Dept: (66) 2-3240483, Purchase Dept : (66) 2-3240481 Factory Office : (66) 2-7096593 (A4 15200 0012 A) 01 15 2500