Our Board of Directors may recommend annual dividends, subject to the approval by our Shareholders, in a general meeting. From time to time, our Board of Directors may declare interim dividends. The actual dividend that our Board of Directors may recommend or declare in respect of any particular financial year or period will be subject to the factors outlined below as well as any other factors deemed relevant by our Board of Directors.
In considering the level of dividend payments, if any, we intend to take into account various factors, including:
Under the Thai laws and regulations, we cannot pay dividends if the Company's retained earnings (as determined under Thai GAAP) are not positive, even if the Company records positive net profit for the current financial year. Furthermore, in any year in which the Company has a net profit, we will be required under Thai laws and by our Articles of Association to set aside as a reserve an amount of not less than 5.0% of the Company's annual net profit (less accumulated losses carried forward) until the total reserve is not less than 10.0% of our registered capital.
Dividends in respect of shares are generally subject to Thai withholding tax when paid to either non-resident corporate investors or to non-resident individual investors. Cash dividends will be paid in Baht. As a result, the equivalent of any dividends in Singapore dollars, U.S. dollars or other foreign currencies will be affected by changes in the exchange rate between the Baht and Singapore dollar, the Baht and the U.S. dollar or other foreign currencies. Shareholders whose Shares are held through Central Depository (CDP) will receive their dividends through CDP in Singapore dollars. We will make the necessary arrangements to convert the dividends in Baht into the Singapore dollar equivalent at the prevailing exchange rate obtained by us on each relevant date for onward distribution to CDP and CDP's onward distribution to the entitled Shareholders. Neither our Company nor CDP will be liable for any loss whatsoever arising from the conversion of the dividend entitlement of Shareholders holding their Shares through CDP from Baht into the Singapore dollar equivalent.