Quality Houses : 6 The Company’s Articles of Association relating to the Annual General Meeting of Shareholders and Voting Procedures

(Enclosure No. 6)

(Translation)

The Company's Articles of Association relating to the Annual General Meeting of

Shareholders and voting procedure

1. Calling of Shareholders Meeting

(Article 32) The Board of Directors shall call a meeting of shareholders which is an annual ordinary meeting of shareholders within four months of the last day of the accounting year of the Company. The meeting of shareholders other than the above mentioned shall be called extraordinary meeting. The Board of Directors may call an extraordinary meeting of shareholders at any time as deemed appropriate or one or more shareholders who are holding shares amounting to not less than ten percent of the total number of shares sold may, by subscribing their names, request the Board of Directors to call an extraordinary meeting at any time, but the reasons for calling such meeting shall be clearly stated in such request. In this regard, the Board of Directors shall proceed to call a meeting of shareholders to be held within forty five days from the date of receiving the request from the shareholders.

In the case where, the board of directors fails to arrange for the meeting within such period, one or more shareholders who have subscribed their names or other shareholders holding the required aggregate number of shares may themselves call the meeting within forty-five (45) days as from the date of expiration of the above period. In such case, the meeting is deemed to be shareholders' meeting called by the board of directors and the Company shall be responsible for necessary expenses as may be incurred in the course of convening such meeting and shall reasonably provide facilitation.

In the case where, at the meeting called by the shareholders under the previous paragraph, the number of the shareholders presented does not constitute quorum as prescribed by Article 34, then the shareholders under the previous paragraph shall jointly compensate the Company for the expenses incurred in arrangements for holding that meeting.

(Article 33) The Board of Directors shall summon a shareholders meeting by sending a notice, specifying the place, date, time, agenda(s) of the meeting and the subject matters to be submitted to the

meeting with appropriated details together with the Board of Directors' comments, to all shareholders not less

than 7 days prior to the date of the meeting and this notice shall be published in newspaper not less than 3 consecutive days prior to the date of the meeting before the meeting not less than 3 days.

The Board of Directors or the director(s) appointed by the Board, shall determine date, time and place for the meeting to be held. The place for the meeting shall be at the same area of its head office or any branch office or at or the nearby province where the head office or branch office be suited or at any other province that the Board of Directors may think fit.

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(Enclosure No. 6)

(Translation)

2. The quorum

(Article 34) The quorum of a shareholders meeting shall be either not less than 25 shareholders and the total number of shares altogether should not less than one-third of the total number of shares sold or the number of shareholders present and proxies (if any) not less than half of total number of shares altogether should not less than one-third of the total number of shares sold.

If after an hour from the time state for ant meeting, the number of shareholders present does not constitute a quorum as specified, such meeting shall be cancelled if such meeting was requested by shareholders. However, in some other cases, the meeting shall be called again and notice for a new meeting shall be sent to shareholders not less than 7 days before the date of meeting. In the new meeting, no quorum be required.

3. Granting Proxy

(Article 35) A shareholder can grant proxy to anyone to attend the meeting and votes on his/her behalf in any shareholder meeting. Proxy shall be specified date, and signed with the shareholders signature and must be in the same format determined by the registrar.

Proxy shall be delivered to the Chairman of the Board or the person(s) determined by the Chairman at the place where the meeting held before proxy attending the meeting.

4. Voting

(Article 36) In casing votes, each shareholder shall have votes equivalent to the number of shares held. The resolution of the shareholders meeting shall comprise the votes as follows;

1. All general cases: resolutions shall require a majority of the total votes cast by shareholders present and votes at the meeting. In case the votes are tied, the Chairman of the meeting shall have a casting vote.
2. In the following cases, resolutions shall require not less than three-forth of the total number of votes cast by the shareholders present and entitled to vote, which are
3. 1. sale or transferring whole or the important part of the Company's business to other persons;
   2. acquisition or acceptance of transfer business of other companies, or any private companies, by the Company;

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(Enclosure No. 6)

(Translation)

shareholders for consideration and approval. The Board of Director shall also cause the audit by the auditor who is not a director, officer, employee or a person holding any positing in the Company to be completely conducted before proposing them to the annual general meeting of shareholders.

The auditor shall be entitled to make written clarification to be proposed to and shall have the duty of participating in the Company's shareholders meeting whenever the consideration of the balance sheet, income statement and problem on the Company's accounts is made so as to explain to the shareholders' meeting. In addition, the Company shall deliver to the auditor the reports and documents which the shareholders should receive for this shareholders' meeting.

Note: The Shareholders can check full version of The Company's Articles of Association on http://www.qh.co.th

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