Investor Relations

Corporate Governance

Memorandum of Association

MEMORANDUM OF ASSOCIATION
OF
GMM GRAMMY PUBLIC COMPANY LIMITED

The Memorandum of Association of the Company consists of the following:

Clause 1. The name of the company is “บริษัท จีเอ็มเอ็ม แกรมมี่ จำกัด (มหาชน)” which is named in English as “GMM GRAMMY PUBLIC COMPANY LIMITED”
Clause 2. The company has the purpose of offering shares to the public.
Clause 3.

The objectives of the company consist of 56 items as follows:

  1. To purchase, obtain, lease, hire-purchase, own, possess, improve, use or otherwise manage assets, including benefits incurred from the assets.
  2. To sell, transfer, pledge, mortgage, exchange or otherwise dispose of any assets.
  3. To operate as agent, broker, commission agent in all types of trade and business excluding business of insurance, soliciting members for any associations and trade in securities.
  4. To borrow and overdraw from banks, juristic persons or other finance institution; and to lend money or otherwise give credit, with or without guarantee; as well as to accept, issue, transfer or endorse bills of exchange or other negotiable instruments.
  5. To establish its branch or representative office in Thailand or Overseas.
  6. To become a partner with limited liability and a shareholder in a limited company.
  7. To engage in the businesses of trading rice, rice product, cassava, cassava products, maize, sesame seeds, beans, pepper, jute, capoc, cotton, shellac, castor, wood, rubber, vegetables, fruits, forest products, medicinal herbs, animal hides, animal horn, live animals, animal flesh, sugar, animal feed and agricultural products of all kinds.
  8. To engage in the businesses of trading in machinery, engines, mechanical tools, labor saving devices, vehicles, electricity generators, electrical goods, refrigerator, air- conditioners, fans, electric rice-cookers, electric irons, water pumps, heater, coolers, kitchen utensils, hardware, copperware, brassware, sanitary fittings, home fittings, furniture, electrical equipment, and plumbing including spare parts and accessories for the aforesaid goods.
  9. To engage in the businesses of trading in fresh food, dried food, pre-cooked food, frozen pre-cooked food, tinned food, food seasoning, liquid refreshment, liquor, beer, cigarettes and other consumables.
  10. To engage in the businesses of trading in textiles, yarn, garments, ready-made clothes, wearing apparel and accessories, cosmetics, beauty aids and accessories and other consumer goods.
  11. To engage in the businesses of trading in medicines for the curing and prevention of disease in humans and animals, pharmaceutical products, chemical substances, medical and pharmaceutical equipment, fertilizers, herbicides and pesticides, all kinds of growth agents for plants and animals, and scientific instruments and equipment.
  12. To engage in the businesses of trading in gold, copper alloy, silver, diamond, precious gems and semi-precious stones, including imitation thereof.
  13. To engage in the businesses of trading in paper, stationary, school books, printed forms, printed books, educational materials, calculators, printers, printing equipment and accessories, printed matter, newspapers, filing cabinets and all kinds of office equipment.
  14. To engage in the businesses of trading in construction materials, construction equipment and tools, implements used in construction, all types of workman’s tools, pigment and paint, painter’s equipment, and all kinds of building ornament and decoration.
  15. To engage in the businesses of trading in plastics, or other similar materials, either in raw form or processed into articles.
  16. To engage in the businesses of trading in latex, cured rubber sheet, or other kinds of rubber, which are produced by or derived from any part of the rubber tree, including synthetic rubber and synthetic versions of the said materials or goods made by scientific mean.
  17. To engage in the businesses of a rice farming, orchard gardening, growing plant crops, salt production (from evaporation of sea water), forestry, rubber plantation, raising animals and stock-raising business.
  18. To engage in the businesses of rice mill, sawmill, planning and impregnating timber mill, automobile body builders, ceramic and glazed ware factory, pottery factory, jute-bailing factory, vegetable oil extraction factory, paper factory, gunny-bag factory, textile factory, spinning factory, textile dying and printing factory, rubber-tire manufacture and retreading factory, iron works, metal casting and machine lathing, and galvanized, pre-cooked food factory, liquor distillery, gas factory, cigarette factory, sugar-mill, plastic goods factory, metal-pressing and smelting factory, door and window manufacture, glass factory, soft drink manufacture, rubber casting factory, automobile assembly factory.
  19. To engage in the businesses of a printing house, printing and publishing book service, printing and publishing books for sale and newspaper publishing.
  20. To engage in the businesses of fishery, fishing pontoons and fish trading on piers.
  21. To engage in the businesses of stone blasting and rock crushing.
  22. To engage in the businesses of constructing buildings, commercial buildings, residential buildings, offices, roads, bridges, dams, tunnels and all other kinds of constructions as well as all categories of civil engineering work.
  23. To engage in the businesses of mining, ore extraction, ore conversion, fusing ores, dressing minerals, mineral surveying, analyzing and examining minerals, grinding ore and transportation of minerals and ore.
  24. To engage in the businesses of hotels, restaurants, bars, nights –clubs, bowling alleys, massage parlor, cinema theatres and other kinds of theatres of entertainment, vacation resorts, sport fields, swimming pools.
  25. To engage in the businesses of shipment transportation and loading of goods and passengers on land, on water or in the air both domestically and internationally including the custom clearance service and management of all kind of freight.
  26. To engage in the business of foreign currency exchange (when permitted by the Ministry of Finance).
  27. To engage in the businesses of import and export of the goods stipulated in the objects for distribution.
  28. To engage in the businesses of beauty salon, tailor and laundry.
  29. To engage in the businesses of commercial photograph, the development, printing and enlargement of photographs including the same for documents.
  30. To engage in the businesses of film production and distribution.
  31. To engage in businesses of service station selling petrol and providing repair, maintenance and inspection services, lubrication, spraying and anti-rust treatment for all kinds of vehicles, including the services of installation, inspection and fixing of all kinds of casualty.
  32. To engage in the businesses in legal, accountancy, engineering and architectural fields, including advertising.
  33. To undertake a service business providing guarantees for debt, liability or performance of the contractual obligations of other persons, including the guarantee for a person who has entered or departed the country in accordance with the laws of immigration, taxation and other laws. Using cash, checks, bills of exchange and passbook of band or other financial institution, saving bond, government bond, title deed or other securities of the Company to guarantee the individual or entity to do any legal act or bailing accused person, defendant or any person arrested or detained by the inquiry official , prosecutor, and court until the case is finalized.
  34. To undertake a service business of counseling and making recommendations on problems related to work management, commerce and industry, including problems of manufacturing, marketing and distributing.
  35. To engage in the businesses of collecting, compiling, preparing, publishing and distributing statistics, data and information concerning agriculture, industry, commerce, finance and marketing, including analyzing and assessing the outcome of business transactions.
  36. To engage in the businesses of a private hospital and nursing home, of curing of the ill and people in pain, and providing technical instruction and training in medicine and health science.
  37. To engage in the service business of being manager who protects interests, collects and receives the benefit and manages the properties of others.
  38. To engage in the businesses of bidding for sale of goods and hire of work in accordance with all of the objects for any person, a group of people, juristic person, government agencies and state enterprises.
  39. To operate factory, hold ownership, recording, or engage in any of business of voice such songs, music, tempo, speech, or visual or visual & audio into cassette, record, magnetic sound recording tape, magnetic picture recording tape and other materials.
  40. To engage in the businesses of manufacturer, import, export, hire, hire-purchase, own, possess, transfer, exchange or distribution, all kinds of cassette tape, record, magnetic sound recording tape, magnetic picture recording tape, voice recorder, VDO tape, CD, tape, music instruments, telecommunication equipment, electric appliance, electronic appliance, computer in local and overseas, including projector or display with audio and video tapes at any place, via wire or wireless.
  41. To engage in the businesses of manufacturer, production to order, purchase, sale, exchange, hire , let, hire-purchase, or otherwise manage any businesses related to TV programs, radio, cable TV, CCTV, performances both visual and audio display. Including advertising business, public relations via television, radio, cable TV, movie, VDO, newspaper, magazine, printed, documentary and any other media both local and overseas.
  42. To operate entertainment business and consultation such as concerts, stage shows, plays.
  43. To engage in any businesses of property, purchase, sale, hire, lend, hire – purchase, sale on consignment, mortgage, exchange, acquire lands or all kinds of properties related to business operation of the Company.
  44. The company is entitled to issue shares at a higher price than the par value.
  45. To operate radio broadcasting business or television broadcasting business though atmosphere or cable or conductor.
  46. To engage in the businesses of transferring, accepting transfers of, purchasing, or procuring by any other means, manufacturing, manufacturing to order, recording, selling, or distributing to the public, the copyright works and intellectual property rights for the commercial interests by mean of duplication, modification, public distribution, renting out, and providing interests derived from providing copyrights to other persons, as well as providing other persons with the exclusive or non- exclusive rights with respect to the copyright works and intellectual property rights by any means, within the country and abroad, including initiating legal action in order to prevent the infringement of the rights over the copyright works and intellectual property, and claiming for damages resulting from any such infringement
  47. To engage in the business of telecommunications, transmission, broadcasting, or accepting broadcast of marks, signals, letters, numbers, pictures, sounds, codes, or other means which can convey meanings via one or all of the following systems: wire or wireless systems, frequency systems, light systems, electromagnetic systems, or other systems, including providing services involving the transmission and reception of radio broadcasting, television broadcasting services, radio broadcasting services, wire broadcasting services, wire radio broadcasting services, cable TV services, satellite communication systems, and other communication systems.
  48. To operate electronic payment service.
  49. To engage in the business of accepting payment for products and services,
  50. To operate business on membership service, fee and advertisement collection, including issuing membership or discount card, including a privilege card for individual, a group of people or a juristic person.
  51. To engage in the business of electronic commerce and internet transactions, E-commerce, and all types of other electronic transactions within the country and abroad
  52. To operate business for development, consultation or advice to general business entities on implementing electronic commerce system.
  53. To operate and manage exhibitions, expositions, cultural fairs and festivals by arranging and providing or selling space for the function or specific products display; arranging for all genres of music festivals, soap operas and films, for the objectives of entertainment, meetings, seminars, product exhibitions, sports events for government agencies, private entities or other organizations, as well as supplying a variety of equipment.
  54. To provide advertising and public relations services by speech, graphics, books or by other means, both within the facilities and outside by using media such as radio, television, post, films, videotapes, internet, books, newspapers, etc. for government agencies, private entities or other organizations.
  55. To engage in the business of direct marketing
  56. To engage in the business of the sale of dietary supplements, analeptics, and stimulants for human and animals
Clause 4. The registered capital is 819,949,729 baht (Eight hundred nineteen million nine hundred forty nine thousand seven hundred twenty nine baht)
  Divided into 819,949,729 shares (Eight hundred nineteen million nine hundred forty nine thousand seven hundred twenty nine shares)
  At the par value of 1.00 baht (one baht)
  Divided into    
  Ordinary shares 819,949,729 shares (Eight hundred nineteen million nine hundred forty nine thousand seven hundred twenty nine shares)
  Preference shares - share ( - )
Clause 5. The head office of the company is situated in Bangkok.