ORDINARY SHAREHOLDERS' MEETINGS AND DIVIDEND PAYMENT

28 กุมภาพันธ์ 2545
TP-MT/031/45 (FC027/45) February 27th, 2002 Subject: Summary Report of Board of Directors' Meeting, no.2/2002 Attention: Managing Director, SET As Thantawan Industry Public Co.,Ltd. (THIP) had held the Board of Directors' meeting, no.2/2002 on Monday, February 25th, 2002 at 01.30 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. 1/2002 2. Approved the company's performance in 2001. Chairman of the meeting had Mr.Viroon Paolinjong, Managing Director, reported last year's performance in detail. The Board of Directors approved last year's performance and forward the matter for further consideration and approval by shareholders. 3. Approved the balance sheet and the profit and loss statement for year ended Dec.31, 2001. Chairman asked Mr.Ruengchai Tripornkanokrat to describe balance sheet and profit and loss statement as of December 31, 2000. and forward the matter for further consideration and approval by shareholders. 4. Allocated net profit and approved dividend payment at the rate of Bt. 1.25 (One Baht twenty-five satang) per share which proposed to be paid on Monday, May 27, 2002 and forward the matter for further consideration and approval by shareholders. 5. Approved the date of convening for general shareholders' meeting, no.1/2002 on Monday, April 29, 2001 at 10.00 am. at Suntowers B- 11st Fl., 123 Viphavadee-rangsit Road, Lardyao, Jatujak, Bangkok. The agenda for the meeting are as follows : 1) Consideration of minutes of general shareholders' meeting, no. 1/2001 held on April 19, 2001. 2) Consideration of company's performance in 2001. 3) Consideration of balance sheet and the profit and loss statement for year ended Dec.31, 2001. 4) Consideration of dividend payment for the year 2001. 5) Consideration of the appointment of company's directors whom their terms expired. 6) Consideration of appointing the auditor and fee 7) Other matters ( if any ) 6. Approved the closing date of share registration book to ascertain the rights of shareholders entitled in attending the general shareholders' meeting,no.1/2002 and the closing date of share registration book for dividend payment starting from Tuesday,April 9,2002 at 12.00 am. onward until the closing time of the general shareholders' meeting. 7. Approved the appointment of four company's directors whose terms expired in 2002 as following to retain the same position in next serving term: 1. Prof. Banleng Sornil Chairman of audit committee 2. Pol.Col.Taweephan Saengprasert Audit Committee 3. Mr. Singhchai Aroonvutipong Audit Committee 4. Mr. Viroon Paolinjong Managing Director 8. Approved the appointment of auditor, Mr. Pichai Dachanapirom, CPA no. 2421 of Thammaniti Auditing Co.,Ltd. as auditor in year 2002 in which the matter shall be proposed further to the general shareholders' meeting for consideration and approval. The details are as follow : 2002 2001 +/- Audit expense 203,000 189,000 14,000 Review Financial Report 147,000 138,000 9,000 3 times Other expenses not exceeding 45,000 45,000 - Total 395,000 372,000 23,000 9. Audit Committee evaluated efficiency of Internal Control Prof.Banleng Sornnil, Chairman of Audit Committee evaluated company's efficiency of Internal Control by questioning the Board of Directors. The 5-parts evaluation consists of Organizational Control & Environment measure, Risk Management measure, Management Control Activities, Information & Communication measure and Monitoring. Board of Directors considered that THIP has had efficiency enough in Internal Control to deal with major shareholders, Directors and any related person, and also other topics of Internal Control. 10. Other matters : 1) The Board had been informed about the Loan Repayment received from Sunflower Co.,Ltd. amounting THB 23.0 million on February 22nd, 2002. By this transaction, THIP got interest income amounting 1,046,438.36 (One million forty six thousand four hundred thirty eight bath and thirty six satang) 2) The Board had been informed about confirmation of machinery deposit repayment from You Jen Enterprise Co.,Ltd. amounting 5.655 million HKD that will be paid within March 2002 and requested the working team to follow up the repayment on time. 3) The Board had been informed about the pay back of advance money for Plastic Biodegradable Patent that Sin Guen Trading Co.,Ltd. had confirmed to return money amounting 1.4 million RMB within February. Please be informed accordingly. Very truly yours, (Mr. Huang Kuan-Chiun)(Mr. Phietoon Trivijitkasem) Director Director