Shareholding: main investor holds at least 60 %, 40 % for sale

User, 20 Oct 2026: the main investor W wants to hold at least 60 % of
the company (the BOI-promoted company), so only 40 % is for sale.

- total-investment.md "Two plans": the 60/40 rule; Ploy Printing's
  stake, founders' shares and any further co-investor come out of the
  40 %; at Plan B's ~54M THB equity floor (3:1) and one share price
  that is at least ~32M / at most ~22M THB (arithmetic only; share
  price, valuation and in-kind shares not agreed).
- README Project Status and boi.md (foreign-ownership privilege) point
  to it.
- Business plan: section 12.2 states the split (A: ~28M / ~18M, B:
  ~32M / ~22M at the equity floor, arithmetic), the co-investment bullet
  and the decisions list name the 40 %; A and B rebuilt (63 pages each,
  TOC and em-dash check clean).

README.md

@@ -79,7 +79,11 @@ steps are open planning items.
   **Plan A, ~182M THB** (~2M above 180M since steam went biomass), the
   launch plant with six cost levers, and **Plan B, ~217M THB**, the same
   launch plant with everything in. **The main investor wants to go with
-  Plan B** (19 October 2026); the investor deck leads with it.
+  Plan B** (19 October 2026); the investor deck leads with it. The main
+  investor holds **at least 60 % of the company**, so at most 40 % is for
+  sale to co-investors (Ploy Printing, the founders, others;
+  [shareholding](docs/finance/total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026),
+  20 October 2026).
   Chinese boilers, compressor and hydraulics save about 2M THB of that
   ([Chinese suppliers](docs/suppliers/china-utilities.md)).
   The business plan is re-based on it (draft 0.2).

docs/boi.md

@@ -72,7 +72,10 @@ the battery, if it qualifies), not on "we press plastic discs."
   imported, ~2.5M USD at the midpoint (figures re-based October 2026; the
   earlier ~2.75M was the superseded start fleet).
 - **100% foreign ownership** of the promoted manufacturing company,
-  overriding Foreign Business Act restrictions for the promoted activity
+  overriding Foreign Business Act restrictions for the promoted activity.
+  The intended split: the main investor holds at least 60 %, at most
+  40 % goes to co-investors (user, October 2026;
+  [total investment](finance/total-investment.md#two-plans-a-at-180m-thb-and-b-at-215m-thb-october-2026))
 - **Land ownership** for the promoted operation despite foreign
   shareholding, plus a small allowance for office/residential use; note the
   privilege is tied to the promotion, which matters for the buy-vs-lease

docs/business-plan/build/content_a.py

@@ -373,7 +373,9 @@ def blocks():
             "no longer open: both versions run on biomass steam from launch.",
             "**Co-investment:** Ploy Printing, the Chiang Mai print and packaging house that will produce "
             "the plant's jackets and sleeves, has expressed the intention to invest alongside the lead "
-            "investor. Terms are not yet discussed; the intended structure is described in section 12.",
+            "investor. The lead investor holds at least 60 % of the company, so at most 40 % is open to "
+            "Ploy Printing, the founders and any further co-investor. Terms are not yet discussed; the "
+            "intended structure is described in section 12.2.",
         ]),
 
         # ----------------------------------------------- 2 reading guide

docs/business-plan/build/content_c.py

@@ -1121,20 +1121,27 @@ def blocks():
               "plus 1 to 2 for the cassette and CD-R lines from launch.") +
           " A process engineer from abroad can be employed on a BOI work permit (section 7)."),
         H2("12.2 Ownership and structure"),
-        P("Amounts and percentages are not yet agreed and are deliberately left open here. The intended "
-          "structure is:"),
+        P("The main investor holds **at least 60 %** of the company, so at most **40 %** is for sale to other "
+          "shareholders (decided by the main investor, October 2026). Amounts, the share price and the split "
+          "of the 40 % are not yet agreed. The intended structure is:"),
         B([
             "**One Thai limited company** holds the plant, the lease, the equipment and the BOI promotion. BOI "
             "promotion permits 100 % foreign ownership of the promoted manufacturing activity, so the "
             "shareholding can be set on commercial terms rather than to satisfy the Foreign Business Act.",
-            "**Shareholders:** the lead investor; Ploy Printing as strategic co-investor; and the founders. "
+            "**Shareholders:** the lead investor with at least 60 %; within the remaining 40 % at most, Ploy "
+            "Printing as strategic co-investor, the founders and any further co-investor. "
             "Ploy Printing's participation, whether in cash, in kind (print capacity, premises, working "
             "capital in packaging) or both, is to be discussed; its strategic value is a packaging partner "
             "whose incentives are aligned with the plant's schedule and quality, within the same province.",
             "**Debt-to-equity no higher than 3:1**, maintained for the life of the BOI privileges, which sets "
             "the floor on equity in the financing mix: at least a quarter of the funding, " + pick(
                 "~46M THB of Plan A's ~182M", "~54M THB of Plan B's ~217M") +
-            " (arithmetic, before financing costs).",
+            " (arithmetic, before financing costs). " + pick(
+                "If all of it were paid in at one share price, the lead investor's 60 % would be at least "
+                "~28M THB and the 40 % at most ~18M THB",
+                "If all of it were paid in at one share price, the lead investor's 60 % would be at least "
+                "~32M THB and the 40 % at most ~22M THB") +
+            " (arithmetic only; share price, valuation and any founders' or in-kind shares are not agreed).",
             "**A shareholders' agreement** covering board composition, reserved matters (capital calls and "
             "tranche releases, the growth options such as a second Duplex, CD replication), pre-emption and transfer, information rights, and the founders' roles and "
             "remuneration.",
@@ -1257,13 +1264,15 @@ def blocks():
                 "levers, the solar PPA first (~14.7M THB off the price for a power bill of ~0.06M USD a year); "
                 "whether to buy a Chinese biomass boiler if its quote brings the plan under 180M; CD "
                 "replication, yes or no, before the BOI application is finalised; the biomass fuel contracts; "
-                "the shareholder structure with Ploy Printing and the founders; hedging of the EUR orders.",
+                "the split of the 40 % open to co-investors (Ploy Printing, the founders, others; the lead "
+                "investor holds at least 60 %); hedging of the EUR orders.",
                 "The equity and debt mix, and how quotes landing above the plan price are funded; the ~35M "
                 "THB of items Plan A leases or defers (owned solar on the factory roof with no PPA bill, the "
                 "full metrology stack, the visitor corridor, cassette and CD-R, the bought crane, the Thai "
                 "compressor), each weighed against its lever; CD replication, yes or no, before the BOI "
                 "application is finalised; the biomass fuel contracts; the shareholder structure "
-                "with Ploy Printing and the founders; hedging of the EUR orders.")],
+                "within the 40 % open to co-investors (Ploy Printing, the founders, others; the lead "
+                "investor holds at least 60 %); hedging of the EUR orders.")],
             ["Later", pick(
                 "Revenue-funded growth: the second Duplex system (~USD 230k to 300k for the press system; "
                 "~15.4M THB at the midpoint with its chiller module, freight and working capital, estimate), "

docs/finance/total-investment.md

@@ -138,6 +138,20 @@ Plan B is the proposal from here on: the investor deck leads with it,
 and Plan A stays as the comparison, the version with the lowest launch
 capital. Nothing in either plan's figures changes with that choice.
 
+**Shareholding (user, 20 October 2026): the main investor holds at least
+60 % of the company** that holds the plant and the BOI promotion, so at
+most **40 % is for sale** to other shareholders. Ploy Printing's stake
+(cash, in kind or both), any founders' shares and any further
+co-investor all come out of that 40 %. BOI promotion permits up to 100 %
+foreign ownership of the promoted activity ([BOI](../boi.md)), so the
+split needs no particular nationality on either side. With BOI's 3:1
+debt-to-equity ceiling Plan B needs at least ~54M THB of equity; if all
+of it were paid in at one share price, the main investor's 60 % would be
+at least ~32M THB and the 40 % at most ~22M THB (arithmetic only: the
+share price, the valuation, the total equity above the floor and any
+founders' or in-kind shares are not agreed). The terms go into the
+shareholders' agreement (business plan section 12.2).
+
 Decided (user, October 2026): the business plan comes in **two
 versions** for the investor, built from the same documents: