Consider the debt payment

THIP-SET/011/2547 November 12, 2004. Subject : Summary Report of Board of Directors' Meeting, no.8/2004 Attention : Managing Director, SET As Thantawan Industry Public Co.,Ltd. (THIP) had held the Board of Directors' meeting, no.8/2004 on Friday, November 12, 2004 at 10.00 a.m. at room M, Floor 36, Suntowers B. Bldg. 123 Viphavadee-rangsit Road, Chom phon, Jatujak, Bangkok 10900, there were essential minutes as following : 1. Approved minutes of Board of Directors' meeting, no. 7/2004. 2. Approved the company's performance and verified Financial Statements for the 3rd quarter ended September 30, 2004. 3. Approved of the report of Audit Committee. 4. Postponed the election of new director in place of resigned director 5. Consider the debt payment of Sunflower Company Limited According to the board of director, provide the details of payment of debts of Sunflower Company Limited as follow; 1. The Holding Company (Sunflower Company Limited) issued the debt agreement. 2. Sunflower Company Limited will 5 installments payment as follow: 1st installment will be paid on November 15, 2004 amount 5 million baht 2nd installment will be paid on December 30, 2004 amount 5 million baht 3rd installment will be paid on January 31, 2005 amount 10 million baht 4th installment will be paid on February 28, 2005 amount 10 million baht 5th installment will be paid on March 31, 2005 amount 20 million baht 3. Holding company made guarantee agreement and transferred a certificate of title and acknowledgement of right to production of documents (Nor. Sor. 3 Kor.) for 318 rai a piece of land located in Viang Chiang Rung district Chiang Rai province in which an appraisal value from government agency is approximately 23,800,000 Baht to mortgage to THIP as a collateral. - After holding company had made post-date check on November 15, 2004 for the first payment of principal at the amount of 5,000,000 Baht and accrued interest payment at the amount of 1,598,360.66 Baht. - Audit committee request management to submit the supportive document which had been approved by THIP's legal firm on the consideration of settlement for debt, those documents are debt agreement, guarantee agreement and any related documents to audit committee in order to scrutinize in details. In addition, audit committee also gave the comments as follows:- 1. The appraisal value is only from government agency therefore there is no independent party to do for. Then appraisal value does not cover the value of debt. THIP should request for more assets as collateral in o rder to make the collateral value in excess of debt value. 2. Management should monitor holding company to make the post-date check in each installment for the rest of payment as the pay back of debt in full amount. Board of Directors' meeting approved to the method of paying back of debt by holding company, nevertheless Board of Director's meeting agreed to add more condition according to the comments from audit committee by assign THIP's management to notify and monitor holding company regarding to the resolution of Board of Director's meeting. In additional THIP's management should report to Board of Director and audit committee for such assignment. 6. No any other matters. Please be informed accordingly. Very truly yours, (Mrs.Pojanard Phanaskhao) (Mr. Phietoon Trivijitkasem) Authorized Director ?? ?? ?? ??