Schedule of Shareholder's Meeting dated and Dividend Payment

THIP-SET/003/2548 February 25th, 2005. Subject: Summary Report of Board of Directors' Meeting, No.1/2005 Attention: Managing Director, SET Regarding Thantawan Industry Public Co.,Ltd. (THIP) had held the Board of Directors' meeting, no.1/2005 on Friday, February 25th, 2005 at 10.00 p.m. at room M, Floor 36, Suntowers B. Bldg. 123 Viphavadee-rangsit Road, Chomphon, Jatujak, Bangkok 10900, there were essential minutes as following : 1. Approved minutes of Board of Directors' meeting, no. 8/2004 2. Approved the company's performance in 2004. 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 as of December 31, 2004. and forward the matter for further consideration and approval by shareholders. 4. Allocated net profit and approved dividend payment at the rate of Baht 1.0 (one baht) per share which proposed to be paid on Friday, May 27, 2005 and forward the matter for further consideration and approval by shareholders. 5. Approved the date of convening for general shareholders' meeting, no.1/2005 on Monday,April 25,2005 at 10.00 am.at Suntowers B-11st Fl., 123 Viphavadee-rangsit Road, Chomphon, Jatujak, Bangkok. The agenda for the meeting are as follows : 1) Consideration of minutes of general shareholders' meeting, no. 1/2004 2) Consideration of company's performance in 2004. 3) Consideration of balance sheet and the profit and loss statement for year ended Dec.31, 2004. 4) Consideration of dividend payment for year 2004. 5) Consideration of the appointment of company's directors whom their terms expired. 6) Consideration of the offer to the company's directors for year 2005 7) Consideration of appointing the auditor and fee for the year 2005. 8) Consideration of the debt repayment of Sunflower Company Limited. 9) Consideration 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.1/2005 and the closing date of share registration book for dividend payment starting from Thursday, April 7, 2005 at 12.00 am. onward until the closing time of the general shareholders'meeting. 7. The chairman proposed the meeting to consider the appointment of 3 audit committees whose terms expired. Their names are as following:- 1. Associate Prof.Banleng Sornil Chaiman of Audit Committee 2. Pol.Co. Taweephan Sangprasert Audit Committee 3. Mr.Singhchai Arunvuthiphong Audit Committee The Board of Directors acknowledged and unanimously resolved to appoint them to retain the same position in next serving term. During a consideration this agenda these three committees did not attain the meeting. 8. Approved the appointment of four company's directors whose terms expired in 2005 as following to retain the same position in next serving terms: 1. Mr. Banleng Sornil Independent Director 2. Pol.Co. Taweephan Sangprasert Independent Director 3. Mr.Singhchai Arunvuthiphong Independent Director 4. Mr.Viroon Powlinjong Director Board of Directors acknowledged the expiry terms of 4 directors and approved re-appointment of the directors, during a consideration this agenda these 4 directors did not attain the meeting and this matter will be proposed to general shareholder's meeting for approval. 9. The chairman proposed to reduce one position of the director for the reason that there was no person is qualified to replace. The remaining number of directors will be 11 persons which comply with the company's article that allow the number of directors should not be less than 5 persons.The Board of Directors unanimously resolved to reduce one position of the director which will be 11 persons. This matter will be proposed to general shareholder's meeting for approval. 10. The Board of Directors unanimously resolved to appoint Mr. Pichai Dachanapirom, CPA no.2421 and/or Mr.Pojana Asavasantichai CPA no.4891 or other person whom approved by SET's committee office from Thammaniti as an auditor in 2005. The auditing fee is 420,000 Baht (forty hundred and twenty thousand baht) per annum. The above matter will be submitted to Shareholder meeting for approval. 11. Regarding to Sunflower Co.,Ltd. was unable to pay the third repayment which had been due in January, 2005, they proposed to transfer a plot of land which is a group of company's asset located in Kabinburi, Prajinburi province 68-0-05 rai area as repayment for the unpaid amount. The opinion from legal adviser are as followings:- - Value of land should not below the amount of unpaid amount - Appraised asset should not be borne with any servitude. - Debtor should be responsible any transferring fees - In case of appraisal value of land is more than the unpaid amount, debtor should accept not to reclaim for the excess. - In case of THIP accept the transferring of land THIP should define the objective of using the plot of land. - In case of THIP accept to receive a repayment in cash basis, THIP may deserve Sunflower Company Limited to purchase this plot of land back either in 6 month or 1 year. - In case of debtor have no any assets or become bankruptcy, THIP will bear any expenses occurred from forcing an overdue of payment, and THIP also receive the repayment which is not cope with the unpaid amount. The appraisal value of land from 2 independent appraisers are as following:- 1. UK Valuation and Agency Co., Ltd. A appraisal value is 42,200,000 baht (forty-two million, two hundred thousand baht) 2. T. A. Management Corporation (1991) Co., Ltd. A appraisal value is 40,807,500 bath (forty million,eight hundred thousand and seven thousand, five hundred baht)In addition Sunflower Co., Ltd. also paid an interest 10 percent per annum from the remaining debt 40,000,000 baht (forty million baht) to THIP. The interest payment schedules are as followings:- - Interest payment 339,726.03 baht (three hundred and thirty-nine thousand,seven hundred and twenty-six baht and three stang) on January 31, 2005 - Interest payment 317,808.22 baht (three hundred and seventeen thousand, eight hundred and eight baht and twenty-two stang) on February 28, 2005 (received check in advance) During the meeting in this agenda the directors who was related to this topic did not allow to attain. Board of Director considered to accept this proposal from Sunflower Co., Ltd. for repayment of unpaid debt,this will be proposed as agenda in general meeting of shareholder's for consideration regarding to following conditions:- 1. The opinion of legal adviser will be using as a guide line. 2. In case of THIP are willing to sell this plot of land, THIP will reserve Sunflower Co., Ltd. to purchase back as the first priority with defined date which the selling price should not below a market price at that time but also not below any price from persons who are interested to purchase, and also the value will not be less than 40,000,000 baht (forty million baht). 3. In case of THIP are willing to use this plot of land, Sunflower E nterprise Co., Ltd. have no any right to purchase back. 4. During a repayment period Sunflower Enterprise Co., Ltd. should pay 10 percent interest per annum from the unpaid amount. 12. Audit Committee evaluated the internal control of THIP in 5 areas such as Organization and its Environment, Risk management, Operational control, Information system and communication, and Evaluation System including business transaction with major shareholder Board of Directors Management or related person were adequately appropriate. 13. Other matters : The meeting considered the purchasing of the land where it was proximity of company's factory. The land was 2-1-19.8 Rai and its price was 8,500,000 baht (eight million, five thousand baht). The Board of Directors unanimously resolved to approve the purchasing this plot of land at 8,500,000 baht ( eight million, five thousand baht). Please be informed accordingly. Very truly yours, (Mr.Viroon Powlinjong)( Mr Phietoon Trivijitkasem) Authorized Director