5. Management
         5.1 Management Structure
               
                          Chairman              
                Dr. Prayoon  Pholpipattanaphong 
               
                
                      Managing Director        
                 Mr. Prapas  Pholpipattanaphong
                            
                            
                      Executive Director      
                    Mr. Suwat  Phongphasura   
                 
          
  
  Senior Manager      Senior Manager          Manager         
 Plant Department   Marketing Department Accounting Department
Mr. Kang, Chan-Lung Miss Niramol         Mr. Sakda  Phimmuang 
  Pholpipattanaphong  
                      
         Authority and Duties of Board of Directors
         Directors  must  perform their  duties in accordance with the 
laws, business  objectives  and Articles of Association of the Company 
and resolutions adopted by the Shareholders' Meetings.
         Factors and Appointment of Directors
         Number of Directors - There  shall  be  not  less  than  five 
directors.  One half of the Directors shall reside in Thailand.

         Appointment- The persons receiving the highest votes in order 
are elected as  the Directors in the number equal to the number of the 
Directors  the  Company  is  then allowed to have or appoint.  In case 
there are equal votes which results in the number exceeding the number 
of the  Directors  the Company is then allowed to have or appoint, the 
Chairman shall render the decisive vote.

         Removal - The Shareholders' Meeting may adopt a resolution to 
remove  any  director before he serves the full term with the approval 
votes of not less than  three - fourths of  the attending shareholders 
entitled  to  vote  and holding share not less than half of the shares 
held  by  the  attending  shareholders entitled to vote.  The director 
ratio nominated by each group of shareholders is : four for Thais  and 
three for foreigners except the Independent Directors.
         5.2 Executives
         There  are  nine  members in the Board of Directors which are 
comprised of :
        1. Dr. Prayoon  Pholpipattanaphong    Chairman
        2. Mr. Prapas  Pholpipattanaphong     Managing Director
        3. Mr. Suwat  Phongphasura            Executive Director
        4. Mr. Chen, Yann - Chung             Director
        5. Mr. Lan, Mu - Chiou                Director
        6. Mr. Toshio  Tahara                 Director
        7. Mr. Santichai  Suakanonth          Independent Director,
                                              Audit Committee Chairman
        8. Mr. Amnuay  Yossuk                 Independent Director,
                                              Audit Committee Member
        9. Mr. Wirutt  Ruttanaporn            Independent Director,
                                              Audit Committee Member
           Mr. Lu, Tsung - Jen, Advisor to Board of Directors

         The Executive Group is comprised of :
         1. Dr. Prayoon  Pholpipattanaphong   Chairman
         2. Mr. Prapas  Pholpipattanaphong    Managing Director
         3. Mr. Suwat  Phongphasura           Executive Director
         4. Mr. Kang, Chan - Lung             Senior Manager, 
                                              Plant Department
         5. Miss Niramol Pholpipattanaphong   Senior Manager,
                                              Marketing Department
         6. Mr. Sakda  Phimmuang              Manager, 
                                              Accounting Department
      
         Number of Employees :
         Management/Administration Department         =   74   persons
         Manufacture/Technical Engineering Department =   92      "
         Daily Employees                              =  818      "
                       Total                          =  984      "
         5.3 Remuneration for Executive
             (1) Money Remuneration
             Annual remuneration for Directors    = 4,000,000.00 Bahts
             Annual remuneration for Executives
                                        Salary    =11,495,076.00 Bahts  
                                        Bonus     = 2,884,269.00 Bahts
                                        Allowances=   800,000.00 Bahts
                                        Provident
                                           fund   =   344,852.28 Bahts
             (2) Other Remuneration
                 - None -
         5.4 Management Agreement
             - None -
         5.5 Internal Control
         There  is  sufficient internal control system in the  Company 
and the system is always complied with.OPT 1.50           !B!                                                                    P '   N  n 