INFORMATION ON AQUISITION

THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED Information on Aquisition or Disposal of Assets and Related Transactions 1. Transaction Date: December 29, 1997 2. Contractual Parties and Relationship with the Registered Company Purchaser: THANTAWAN INDUSTRY PUBLIC COMPANY LIMITED (THIP), a registered company in the Stock Exchange of Thailand Seller: SUNFLOWER ENTERPRISE (SE) which is the indirect major shareholders of THIP by holding shares in SUNFLOWER COMPANY LIMITED (SC) at proportion of 93.99% Remark: SC is a shareholder in THIP at proportion of 56.39% 3. General Description of the Transaction: THIP shall purchase land and building located at Soi Kangwarn II, Mu 8, Phetkasem Road, Tumbon Omyai, Sampran District (Talard Mai), Nakorn Pathom Province as following details: Items Title Deed No. Area (Rai) Transaction Amount in Million Baht Percentage of Price to Appraisal Value Appraised Purchased Price 1. Partial Land 56216 2-2-0 17.00 16.00 94.12 in the Plot 2. Land 55727 1-3-94 14.29 14.00 97.97 3. Building - 3,700 sq.m. 11.93 11.00 92.20 4-1-94 (Rai) 43.22 41.00 94.86 Details of Appraisal Price Simon Lim & Associates Co., Ltd. has been appointed as independent price appraiser of this transaction whom received approval from the Office of the Securities and Exchange Commission. The company appraised land price by means of comparison with the market price (Market Approach) and the building was appraised by means of Cost Approach in order to make valuation of the present construction cost (Replacement Cost) in which valuation was concluded as following: 1. Land title deed no. 56216 has appraisal price at Bt. 17,000 per square wah. 2. Land title deed no. 55727 has appraisal price at Bt. 18,000 per square wah. 3. Buildings have appraisal price at Bt. 3,224 per square metre. This transaction for purchasing of land and building is deemed as acquisition ofassets by the registered company having transaction amount at 10.85% of total asset value in the audited financial statements (account period ended September 30, 1997) by public accountants of the registered company. The transaction falls into category 3 of the SET announcement on Securities, Methods and Disclosure of Acquisition or Disposal of Assets in Registered Company whereby the company must disclose the deal transaction to SET and publicize the transaction once in Thai and once in English newspapers within the next day after filing the report to SET. In addition, the purchasing of land and building of THIP from SE is deemed as arelated transaction in accordance with SET announcement on Criteria, Methods, and Disclosure of Related Transaction of Registered Company. Therefore, THIP must disclose the deal transaction and notify shareholders within 21 days after publicize date in newspapers whereby having a financial advisor to express opinion on reasonable price and suitability of the deal transaction. Furthermore, THIP shall held shareholders meeting to approve the transaction to be made with voting result of not less than 3/4 of the total shareholders who attend the meeting and have voting rights but excluding those shareholders having direct benefit or loss in the deal transaction. THIP shall held this extraordinary shareholders meeting on January 22, 1998 to get approval of the deal transaction to be made. 4. Details of Assets: THIP shall enter an agreement to purchase land and buildings from SE with the purpose of utilization for business expansion, increasing management efficiency, and upgrading production process to meet ISO 9002 in which having details on land and building as following: Land location: Soi Kangwarn II, Mu 8, Phetkasem Road, Tumbon Omyai, Sampran District (Talard Mai), Nakorn Pathom Province (the plot locates in area of the existing factories) Land Plot Land No. Survey Page Title Deed No. Area Total Area Bldg. Area Rai Gnarn Wah sq.wah Sq.m. 1 1969 2458 56216 2 2 00 1,000 - 2 1960 2844 55727 1 3 94 794 3,700 Total 4 1 94 1,794 3,700 Building Description: One factory building having 2 storeys which was built in 1990. The factory has reinforced concrete structure and brick wall with mortar plastering and having steel stucture roofing by typical roof tiling. The factory has funcitonal areastotally 3,700 sq.m. The Owner of Land and Building: Sunflower Enterprise Co., Ltd. (SE) Appraisal Price: Simon Lim & Associates, Co., Ltd. had appraised the first land plot by rate of Bt. 17,000 per square wah having total amount of Bt. 17.00 million and the second land plot by rate of Bt. 18,000 per square wah having total amount of Bt. 14.29 million and factory builiding price is Bt. 11.93 million (by rate of Bt. 3,224 per square meter). The transaction total amount then is Bt. 26.22 million. Sum of appraisal price of the two land plots is Bt. 43.22 million. Purchasing Price: 1st Land Plot Bt. 16.00 million (average price per square wah Bt. 16,000) 2nd Land Plot Bt. 14.00 million (average price per square wah Bt. 17,632) Factory Building Bt. 11.00 million (average price per square metre Bt. 2,973) Total Bt. 41.00 million 5. Total Price of the Transaction and Payment Terms: The total price of purchasing land and building has amount of Bt. 41.00 million with following payment terms: Payment Date Amount (Million Baht) As Percentage to Total Price 1. Signing purchasing agreement 20.50 50 2. Obtaining Title deed separation 20.50 50 and title transfer registration with the land office or within 6 months after the purchasing agreement date ..... .... Total 41.00 100 6. Names and Relationships of Related Personnel Name % Holding in THIP %Holding Shares Position in Position in Relationship of Management Indirectly in SC THIP SE and Shareholders 1. Sunflower Enterprise Co., Ltd. 53.007 93.994 - - As indirect major shareholders in THIP 2.Mr. Nam Mahathitirat 0.001 0.001 Chairman Chairman Brother-in-law of Mr. Panya 3.Mr. Pasit Assamongkol 0.001 0.001 Vice Chairman - N/A 4.Mr. Phietoon Trivijitkasem 0.001 0.001 Vice Chairman - N/A 5.Mr. Chanin Saensuk - 2.000 Vice Chairman Executive Vice N/A Prisident 6.Mr. Thaweewat Yinatsawaphan 0.126 0.001 Managing Director Vice Chairman N/A 7.Mr. Pichai Tangwithetchit 0.178 2.000 Deputy Managing - N/A Dirctor 8.Mr.Panya Siripornpitak - 2.000 Executive Director - Brother of Mr. Nam's wife Remark : THIP = Thantawan Industry Public Company Limited SC = Sunflower Company Limited SE = Sunflower Enterprise Company Limited Names of legal person and individual person in the above table are those who possibly have benefit or loss in this deal transaction therefore have no voting rights in the extraordinary shareholders meeting to be held in January 22, 1998 (session no. 1/1998) 7. Expected Return from the Investment on Purchasing Land and Building 7.1 Profit before interest and tax deriving from sales of the increasing product volumes Million Baht/Year % - Reclosable plastic bags 3.31 33.13 - Thin plastic bags 4.81 48.15 7.2 Saving on labor costs deriving from increasing efficiency 1.87 18.72 Total 9.99 100.00 8. Investment Budget of the Transaction Million Baht % 1. Land and building costs 41.00 92.34 2. Improvement costs on machinery and utilities syst 3.00 6.76 3. Moving cost for machinery 0.40 0.90 Total 44.40 100.00 - Payback Period is 4.44 years. Based on investment analysis of the above data and figures, the return on investment (IRR on Project) to be received out of this Investment Cost during next 10 years period shall be 18% per year of which is higher than financial return received from deposit with financial institutions.