Approved the loan

TP-MT/038/47 (FC011/47) March 31th, 2004. Subject: Summary Report of Board of Directors' Meeting, no. 4/2004 Attention: Managing Director, SET As Thantawan Industry Public Co.,Ltd. (THIP) had held the Board of Directors' meeting, no.4/2004 on Wednesday, March 31th, 2004 at 8.30 p.m. at room M, Floor 36, Suntowers B. Bldg. 123 Viphavadee-rangsit Road, Lardyao, Jatujak, Bangkok 10900, there were essential minutes as following : 1. Approved minutes of Board of Directors' meeting, no. 3/2004. 2. Approved and ratified the appointment of the financial advisor Integrated Business Consultants Co., Ltd. as independent financial advisor of the company. 3. Approved the business transaction with related parties. 3.1 Date of Transaction: July 1, 2003 to June 30, 2006 3.2 Party : Suntowers Company Limited. Management Team - Mr..Phietoon Trivijitkasem - Mr. Huang Kuan-Chium - Mrs.Pojanard Phanaskhao 3.3 General details : Transaction of assets and services deal among connected persons. 3.4 Details of assets or services; Lease and service charge for 3 years agreement of total amount not more than 10 million baht 3.5 Remuneration Policy: Lease and service charge was made on market price 3.6 The Directors who related on this matter had not attended the meeting and did not vote. 3.7 Suggestion of the Board and The Audit Committee: approved the transaction as mentioned in 3.4 and 3.5 since it was a common business deal with reasonable and fair price. 3.8 Size of the transaction: the transaction was recognized as the related transaction that notified by SET on the disclosure of the information regarding Company's cross related transaction 2004, the transaction of asset or services, size of transaction was more than 1 million baht but less than 20 million baht or more than 0.03% but less than 3% of NTA whichever amount is higher. Those transactions must be approved by the board and disclosure of the information to SET, in which shareholders approval was not required. 4. Approved the loan The meeting approved the lending of Sunflower Company Limited as follow; 4.1 Date of transaction : Upon the exchange of promissary note 4.2 Related party: The Lender: THIP The Borrower: Sunflower Company Limited. 4.3 Transaction Nature: Financial Support to related person. 4.4 Description of Transaction 4.4.1 Name of borrower: Sunflower Company Limited. 4.4.2 Type of business: Investment in equity share. 4.4.3 Authorized share capital: 70 million baht paid full amount 4.4.4 Type of Loan: promissory note at call type, interest rate 10% per annual 4.4.5 Total Loan: 50 million baht 4.4.6 Rationale of Transaction: To support the operation of the parent company and for the benefit of financial management of the company 4.4.7 Sources of Fund: Working capital of the company 4.4.8 Detail of Transaction and related person: Sunflower Company Limited hold 46.39% share of THIP, Mr.Phietoon Trivijitkasem is the director of board of director of THIP and is the board of Sunflower Company Limited. 4.4.9 The related person had not attended the meeting and did not vote. 4.4.10 The opinion of financial advisor: The Financial Advisor had opinion that the transaction was justifiable and fair. The shareholders should approve the transaction because of following reasons: The Transaction was made because it was an alternative of maximizing the management of cash for the company under the low interest rate situation at present, and the loan was not cause any lack of liquidity to the company. Although the loan to Sunflower company Limited could be classified as non- current assets, However, the loan had not resulted in liquidity crunch to the company. Moreover, the interest income 5.17 Million Baht, had added to company liquidity amid the situation that the company profit had decreased by 89.60% from previous year because the increase of cost resin in 2003. 4.1.11 Opinion of board of directors and audit committee: Both boards had considered the report and opinion of the independent financial advisor, and deemed that the connected transactions were justifiable and reasonable. However, the company had adopted Prudent investment policy and plan, Therefore necessary to recall the loan repayment. In this regard the borrower, Sunflower Co., Ltd., had intended to repay the loan by selling its land plot. The boards then approved Sunflower Co., Ltd. To repay the loan within 90 days upon the expiration date of the old promissory note (expiry date : 23 April 2004) instead of 180 days as requested by Sunflower Co., Ltd. The new promissory note bears interest rate of 10%. 4.4.12 Size of the transaction: the transaction was recognized as the related transaction that notified by SET on the disclosure of the information regarding Company's cross related transaction 2004, the transaction of asset or services, size of transaction was more than 1 million baht but less than 20 million baht or more than 0.03% but less than 3% of NTA whichever amount is higher. Those transactions must be approved by the board and disclosure of the information to SET, in which shareholders approval was not required. 5. Postpone the election of new director in place of resigned director and forward the matter for further consideration and approval by shareholders. 6. No any other matter. Please be informed accordingly. Very truly yours, (Mrs.Pojanard Phanaskhao)( Mr.Huang Kuan-Chiun) Authorized Director