9. Management

9.1 The Plan Administrator

  The Central Bankruptcy Court of Thailand issued an order that the
  Company be rehabilitated on 8 May 2000. Maharaj Planner Company
  Limited was appointed as the Planner on 2 March 2001 and as the Plan
  Administrator on 11 December 2002. Accordingly, the management power
  of the Company’s Board of Directors and legal rights of shareholders
  of the Company, except the rights to receive dividends, are vested in
  the Plan Administrator.

  Maharaj Planner Company Limited is a limited liability company which
  was incorporated under the laws of Thailand on 19 February 1998. Its
  registration number is (4)197/2541 and its registered share capital is
  Baht 1,000,000.

  Shareholders of Maharaj Planner as at 30 April 2004.

  ------------------------------------ ------------------ ----------------
  Name                                 Number of shares   Percentage (%)

  1. Mr. Vikit Horrungruang            4,747              47.47

  2. Ms. Penpunnee Horrungruang        4,747              47.47

  3. Mr. Sawasdi Horrungruang          502                5.02

  4. Mr. Abinash Majhi                 1                  0.01

  5. Mr. Sunthorn Chailaemluk          1                  0.01

  6. Ms. Pattama Horrungruang          1                  0.01

  7. Ms. Nuchanart Horrungruang        1                  0.01

                                       10,000             100.00
  ------------------------------------ ------------------ ----------------

  Board of directors of Maharaj Planner as at 31 December 2004:

  ------ --------------------------------------- ------------------------
  No.    Name                                    Position

  1.     Mr. Sawasdi Horrungruang                Chairman

  2.     Mr. Abinash Majhi                       Director
  ------ --------------------------------------- ------------------------

  The authorised director is Mr. Sawasdi Horrungruang.

  Scope of Power and Authority of the Plan Administrator

  On the date of 11 April 2003 the Bankruptcy Court ordered the approval
  of the Plan pursuant to Section 90/58 of the Bankruptcy Act and
  appointed Maharaj Planner Co., Ltd. as the Plan Administrator. The
  Plan Administrator will have the authority to:

  1. Facilitate and implement the transactions provided for in the Plan;

  2. Take action to reduce or increase, as the case may be, the
  Company’s share capital as specified in this Plan;

  3. Dispose of NSM’s assets as described in the Plan;

  4. Collect NSM’s assets, including enforcing all of NSM’s legal
  rights;

  5. Pay proceeds of any cash payments to the Creditors as required by
  the Plan, including exercising the Company’s right to offset debts
  owed to it by Creditors;

  6. Resolve any problems arising prior to the termination of the
  Company’s business reorganisation.

  7. Obtain approval from the Bankruptcy Court to amend the Articles of
  Association, the Memorandum of Association or other corporate
  instruments as provided in the Plan;

  8. Exercise all legal rights of NSM’s shareholders, except the right
  to receive dividends;

  9. Manage NSM’s business operations and assets;

  10. Dispose of the assets of NSM when approval is received from the
  Creditors’ Committee, except for a sale in the normal course of
  business and a sale of steel scrap and inventories, which the Plan
  Administrator is authorised to do pursuant to the Plan;

  11. Report to the Bankruptcy Court regarding the success of all
  undertakings as contemplated in Article 16.2 of the Plan, and request
  that the Bankruptcy Court order the termination of NSM’s business
  reorganisation;

  12. Liase with all Thai government or regulatory bodies such as the
  Ministry of Commerce, the SEC, the SET and the Board of Investment in
  order to implement the Plan;

  13. Review all of NSM’s contractual arrangements and any other
  substantial documents;

  14. Prepare a monthly report on the implementation of the Plan
  proposed to the Creditors’ Committee or as requested by the Creditors’
  Committee as may be deemed appropriate;

  15. Subject to approval by a Super Majority Vote and/or the request of
  a strategic partner (if any), appoint or remove the chief executive
  officer and chief financial officer;

  16. Prepare and ensure that NSM proposes the business plan and annual
  budget as approved by the Creditors’ Committee and prepare and approve
  monthly expenses; and

  17. Consider the operation by using the appropriate discretion of the
  Plan Administrator including any suggestions by the Creditors’
  Committee in accordance with the terms of the Plan

  The Plan Administrator shall have all the powers and duties authorised
  to it under the Bankruptcy Act and as stipulated in the Plan to manage
  the Company’s assets, execute documentation on behalf of NSM and take
  all necessary action as specified in the Plan. The Plan Administrator
  shall not sell assets of NSM except in the normal course of business
  or as authorised by the Plan. In addition, the Plan Administrator
  should not cause any additional encumbrances to NSM or release any
  encumbrances or right of claim which NSM has against the debtors
  unless consent is received from the Creditors’ Committee.

9.2. The Board of Directors and Management Team

Management Structure

  1) Board of Directors

+----+-----------------------------+-----------------------------------+
| N  | Name/Representatives        | Position                          |
| o. |                             |                                   |
+----+-----------------------------+-----------------------------------+
| 1  | Mr. Sawasdi Horrungruang    | Chairman                          |
+----+-----------------------------+-----------------------------------+
| 2  | Mr. Pichai Jirangsunsuk     | Director (Representative from     |
|    |                             | IFCT)                             |
+----+-----------------------------+-----------------------------------+
| 3  | Mr. Christopher Charles     | Director (Representative from     |
|    | Sherriff Harborne           | Notes holders)                    |
+----+-----------------------------+-----------------------------------+
| 4  | Mr. Chan Bulakul*           | Director                          |
+----+-----------------------------+-----------------------------------+
| 5  | Mr. Anut Chatikavanij*      | Director                          |
+----+-----------------------------+-----------------------------------+
| 6  | Mr. Abinash Majhi           | Director and Finance Director     |
+----+-----------------------------+-----------------------------------+
| 7  | Asst. Prof. Raveewan        | Independent Director and Chairman |
|    | Peyayopanakul               | of the Audit Committee            |
+----+-----------------------------+-----------------------------------+
| 8  | Associate Prof. Wasant      | Independent Director and Audit    |
|    | Pongsapich                  | Committee Member                  |
+----+-----------------------------+-----------------------------------+
| 9  | Ms. Punnee                  | Independent Director and Audit    |
|    | Worawuthichongsathit        | Committee Member                  |
+----+-----------------------------+-----------------------------------+

  Note: *The Meeting of Maharaj Planner Company Limited No. 1/2005 on
  March 1, 2005, acknowledged the resignation of Mr. Chan Bulakul and
  Mr. Anut Chatikavanij, Directors of the Company effective since March
  1, 2005. The Meeting appointed Mr. Don Bhasavanich and Ms. Pattama
  Horrungruang to be the Directors instead effective since March 1,
  2005.

  Scope of Duties and Authority of the Board of Directors

  The Plan Administrator set out the scope of duties and authority of
  the Board of Directors:

  1. Approving any major change to the Company’s hot mill;

  2. Approving any major addition or deletion to the steel mill of NSM;

  3. Approving the construction of any new plant of NSM;

  4. Approving the issuance of new equity shares;

  5. Incurring any indebtedness other than working capital loans in
  amounts not exceeding US$ 2 million;

  6. Approving the execution of any contacts of more than two years'
  duration and/or an amount exceeding US$ 20 million in aggregate;

  7. Performing any activities which under applicable law or Articles of
  Association of NSM require the approval of the Board of Directors
  and/or general meeting of shareholders of NSM;

  8. Approving annual operations and capital budget;

  9. Approving any related operations and capital budget;

  10. Approving signatories to bind the Company in the normal course of
  business;

  11. Arranging monthly meetings of the Executive Committee. Where
  permitted by applicable law, cause NSM to appoint a firm of
  independent public accountants of international standard;

  12. Appointing an Audit Committee; and

  13. Reviewing the Audit Committee's recommendations and actions
  thereof.

  The power of the Board of Directors will be suspended and vested in
  the Plan Administrator during the implementation of the Plan until the
  Court orders the cancellation or termination of the rehabilitation of
  NSM.

  2) The Audit Committee

+----+---------------------------------+-------------------------------+
| N  | Name                            | Position                      |
| o. |                                 |                               |
+----+---------------------------------+-------------------------------+
| 1. | Asst. Prof. Raveewan            | Chairman of the Audit         |
|    | Peyayopanakul                   | Committee                     |
+----+---------------------------------+-------------------------------+
| 2. | Associate Prof. Wasant          | Audit Committee               |
|    | Pongsapich                      |                               |
+----+---------------------------------+-------------------------------+
| 3. | Ms. Punnee Worawuthichongsathit | Audit Committee               |
+----+---------------------------------+-------------------------------+

Scope of Work and Authority of the Audit Committee

1.  To ensure that the Company has the accurate and sufficiently
    disclosed financial report by coordinating with external auditors
    and management who response for preparing both quarter and annual
    financial reports. During the auditing process, the audit committee
    may advise the auditor to review any necessary and important
    matters.

2.  To ensure that the Company has an appropriate and efficient internal
    control and internal audit system by coordinating with internal and
    external auditors.

3.  To ensure that the Company complies with SEC rules and SET
    regulations or securities law.

4.  To select and propose an auditor of the Company and consider the
    proposed remuneration of the auditor taking into account of
    creditability, sufficient resource, work load of the office of that
    auditor, and the experience of that auditor.

5.  To ensure the accurate and complete disclosure of the Company’s
    information in the event of connected transactions and conflict of
    interest.

6.  To perform any action as assigned by the Board of Director and
    approved by the audit committee such as review of financial and risk
    management policy, review of business ethics of management, review
    with management on important matter to be disclosed to the public as
    provided by law such as management discussion and analysis.

7.  To prepare report of activities of the audit committee by disclosing
    in the Company’s annual report. The report shall be signed by the
    chairman of the audit committee and contains the information:

  - opinion regarding the reliability, accuracy and completeness on the
  process of the Company’s financial report;

  - opinion regarding the sufficiency of the Company’s internal control
  system;

  - reason to believe that the Company’s auditor is eligible to be
  appointed as auditor for another period;

  - opinion regarding the Company’s compliance with SEC rules and SET
  regulations or other law relevant to the Company’s business; and

  - any other report of which shareholders and investors should aware as
  per the scope of duties and responsibilities assigned by the Board of
  Director of the Company.

  In performing the above duties, the audit committee shall comply with
  all regulations and resolution of the Board of Directors and shall not
  approve any transactions in which they have interest or any persons
  have conflict of interest with the Company and which shall disclose to
  the Board of Directors.

  3) The Executive Committee

  ------- -------------------------- -------------------------------------
  No      Name                       Position

  1.      Mr. Sawasdi Horrungruang   Chairman of Executive Director

  2.      Mr. Don Bhasavanich        Executive Director

  3.      Ms. Pattama Horrungruang   Executive Director

  4.      Mr. Abinash Majhi          Executive Director
  ------- -------------------------- -------------------------------------

  Scope of Duties and Authority of the Chairman of the Executive
  Committee

  This includes:

  1. To recommend the shareholders on approval of NSM’s agreements for
  the business benefit.

  2. To recommend the shareholders on major investment or de-investment
  approved by the Board of Director.

  3. To co-ordinate with the local regulatory authorities.

  4. To co-ordinate and liasing with financial institutions for NSM’s
  needs in its normal course of business.

Scope of Power and Authority of the Executive Committee

  The Board of Directors will assign and delegate the sole exclusive
  right to the “Executive Committee” to function as its representative
  to conduct and manage the business affairs of the management team with
  respect to the operating units consisting of hot mill and the
  finishing facility and with respect to

  1. To review and recommend budgetary control (operations) for every
  financial year.

  2. To review and recommend budgetary control (capital) for every
  financial year.

  3. To approve the execution of any contacts (sales/purchase) of more
  than one years' duration and/or an amount exceeding US$ 12 million in
  aggregate.

  4. To review and take necessary steps in bi-monthly basis concerning
  the normal course of business of NSM.

  5. To ensure the sufficient internal audit.

  6. To approve purchase, payments, purchasing and accounting work.

  In performing the above duties, the Executive Committee shall comply
  with all regulations and resolution of the Board of Directors and
  shall not approve any transactions in which they have interest or any
  persons have conflict of interest with the Company or its subsidiaries
  and which shall disclose to the Board of Directors.

  4) Management team

+------+-----------------------------+---------------------------------+
| No   | Name                        | Position                        |
+------+-----------------------------+---------------------------------+
| 1.   | Mr. Don Bhasavanich         | President                       |
+------+-----------------------------+---------------------------------+
| 2.   | Mr. Abinash Majhi           | Finance Director                |
+------+-----------------------------+---------------------------------+
| 3.   | Mr. Anthony W. Bagnall      | Senior Vice President           |
|      |                             | Overseeing Plant and Production |
+------+-----------------------------+---------------------------------+
| 4.   | Mr. Santi Kittikote         | Project Director                |
|      |                             |                                 |
| 5.   | Mr. Sid Silk                | Deputy Operations Director      |
+------+-----------------------------+---------------------------------+

Scope of Power and Authority of the Management Team

  NSM will assign and delegate to the management team the right and
  duties to control, process and manage all business affairs of NSM’s
  steel mill, under supervision and power vested upon the Board of
  Directors and Executive Committee.

This includes:

  1. Approval of all operational and capital expenditure planning in the
  normal course of business subject to the above-mentioned approval
  requirement of the Board of Directors and Executive Committee;

  2. Causing NSM to receive cash and cash equivalents paid or available
  to NSM provided, however, that subject to any applicable exchange
  control regulations in Thailand and terms of the MRA and/or the Plan,
  all income received and all amounts available for the purpose of
  paying cost of debt, will be handled through bank accounts as approved
  by the Executive Committee;

  3. The hiring of employees and confirming employment of personnel
  presently employed by NSM reasonably required for the proper conduct
  of the business of NSM and, in connection therewith, the determining
  of the terms of employment for and compensation and benefits payable
  to each such employee subject to the necessary approval rights of the
  Board of Directors and Executive Committee for senior management;

  4. The termination of employees, with or without cause, subject only
  to applicable laws and terms and conditions of any applicable
  employment agreement which is subject to the necessary approval right
  of the Board of Directors and Executive Committee for senior
  management;

  5. Causing NSM to enter into contracts for the purchase of raw
  materials, including scrap steel, DRI and other consumables and for
  the purchase of relevant services for freight and handling of such
  material subject to the necessary approval rights of the Board of
  Directors and Executive Committee;

  6. Conducting on behalf of NSM all marketing and sales of products and
  entering into contracts relating thereto subject to the necessary
  approval right of the Board of Directors and Executive Committee;

  7. Co-ordinate all research and development undertaken by NSM and
  enter into contracts relating thereto subject to the necessary
  approval right of the Board of Directors and Executive Committee;

  8. Liaising with Thai government officers and other officers or
  regulatory authorities in co-operation with and with the personal
  involvement of NSM’s chairman;

  9. Developing, maintaining and monitoring income and expense budgets
  for NSM;

  10. Developing, implementing and enforcing proper controls over cash
  receipts and disbursements, including limitations on check signing
  authority and the timing, duration and amount of monetary and other
  commitments of NSM for the purchase or sale of goods and services,
  provided that there is authorisation/signature of representatives of
  both the Board of Directors and Executive Committee;

  11. Controlling and analysing the availability and pricing of all raw
  materials, including scrap and other metal feedstock, for NSM subject
  to the necessary approval right of the Board of Directors and
  Executive Committee;

  12. Developing and analysing the market for the purchase of products,
  including the specifications for, and the mix of and periodic demand
  for, such products and entering into contracts relating thereto
  subject to the necessary approval rights of the Board of Directors and
  Executive Committee;

  13. Taking such action as shall be required from time to time subject
  to the necessary approval rights of the Board of Directors and
  Executive Committee;

  14. Increasing the efficiency and profitability of NSM; and

  15. Maximising NSM’s shareholder value.

9.3 Remuneration for the Directors, Management Team, Auditor and Other
expenses

  Money remuneration

  - Remuneration for the Directors and Management Team

  Under the Plan, the Plan Administrator will not accept any
  remuneration as the plan administrator.

  Unit : Million Baht

  Note *Remuneration for the Company’s executives as stated in Clause
  9.2 (4) excluding the consulting fee.

  In 2002, 2003 and 2004 there were 4, 5 and 5 executives, respectively.

  - Remuneration for auditor

  1. Audit fee

  The Company paid audit fee to auditor’s firm during the accounting
  period amounting to Baht 3,850,000.

  2. Other Service

  -No-

  - Other expenses

  The Plan Administrator charged actual expenses from plan’s
  administration. However, such expenses have to be in budget line which
  has approved from Creditors’ committee.

  Unit : Million Baht

  --------------------------------------- ---------- ----------- ---------
                                          Year 2004  Year 2003   Year 2002

  Operating expenses (exclude consulting  504.23     1,234.32    658.39
  fee)                                                           

  Consulting fee*                         35.52      215.71      99.36
  --------------------------------------- ---------- ----------- ---------

  Note *Consulting fee is the Company’s consulting fee, finance
  consulting, legal consulting, industrial study fee, re-operating study
  fee.

9.4 Corporate Governance

  During the rehabilitation period, the authority to manage the
  operation and business of the Company is vested in the Plan
  Administrator. The Company has adopted measures to ensure that the
  Company complies with a code of best practice in accordance with the
  guideline of the SET. Specific transactions must be approved by the
  Plan Administrator who will proceed as follows:

  1. After the Plan Administrator's approval has been obtained, if a
  transaction requires an approval of the Bankruptcy Court, the Plan
  Administrator will seek the Court's approval in order to comply with
  the Plan.

  2. For any transaction involving a conflict of interest or acquisition
  or disposal of assets, the Plan Administrator will carefully review
  such transaction and will seek approval from the Creditors’ Committee.

  After the Company is not in the rehabilitation process, the Board of
  Directors will comply with a code of best practices established for
  listed companies in accordance with the guidelines of the SET and will
  apply the 15 principle of good corporate governance as guidelines for
  the Company's business operations.

  The code of best practices will be applied by the Company as the
  guidelines to improve its business operation which covers creation of
  transparency which can be cross checked, risk management, providing
  business ethics, setting up internal control procedures and giving
  value and equitable treatment to shareholders as well as protection of
  the shareholders’ benefits. The Plan Administrator expects to comply
  with this code of best practices by applying the following procedures:

  1. Good Corporate Governance Policy

  The Company Policy is to fully embrace the principle of Good Corporate
  Governance and this is the responsibility of the Board of Directors
  specifically to ensure its full adherence within the organization and
  by practice within the management and organization of the Company. The
  underlying principles of good corporate governance rely on the
  principles of equitable treatment and fairness of all stakeholders,
  the full and meaningful disclosure, and the transparency of the
  Company its operations and information.

  2. Rights and Equitable Treatment to Shareholders

  All shareholders are invited to the annual shareholder’s meeting. The
  Company will send out an invitation letter and agenda of each meeting
  to the shareholders prior to the meeting for their consideration.
  Shareholders have voting rights equal to the number of shares owned
  and must exercise all eligible votes to safeguard their investment in
  voting for a resolution, an opinion for a significant decision making,
  for example, regulations amendment, capital increase. All shareholders
  have right to receive correct, up-to-date, fully disclosed
  information. Shareholders wishing to appoint a proxy representation
  may appoint any person or may elect to appoint the Independent
  Director and Chairman of the Audit Committee as recommended by the
  SEC.

  3. Rights of Various Groups of Stakeholders

  The Company realizes and respects the rights of various groups of
  stakeholders, including shareholders, minority shareholders,
  employees, customers, creditors, vendors, the public and communities
  through various procedures such as the Shareholder’s Meeting,
  providing information on employee’s rights concerning welfare
  benefits, receiving all inquiries from customers and nearby
  communities, environmental education and community programs in the
  areas where we operate, contracts with customers and ongoing dialogue,
  and contracts entered with vendors and suppliers.

  4. Shareholders’ Meeting

  A Shareholders’ Meeting is to be held at least once a year. Prior to
  the meeting, not only does the company send an invitation letter along
  with the Shareholder’s Meeting agenda in advance, but also publish the
  meeting in the local media to ensure the full disclosure of the
  scheduled meeting.

  During the meeting, the Board of Directors provides Shareholder’s
  information and gives opportunity to Shareholders to raise any
  concerns and/or issues related to the company’s operation. Meanwhile
  the minute recorder will record all information disclosed, questions
  and answers given during the meeting and the minutes of the meeting
  will be distributed to all Shareholders for their own benefits
  afterward.

  5. Leadership & Vision

  The Company’s Board of Directors, selected to have a broad experience
  level, formulates the company’s vision, strategy, oversight of its
  business plan, and oversees a level of control and risk management of
  its operation. The Board of Directors objective is to maximize the
  return to shareholders in a controlled way.

  6. Conflict of Interest

  - Conflict of Interest

  The Company’s Board of Directors and Management have been informed for
  legal and ethical conflict of interest and related transactions
  guidelines. The Company has disclosed, in accordance with the
  regulations of Stock Exchange of Thailand, such information, detail
  and reason/necessity, if any in the company’s Annual Report and the
  56-1 Form. The Company further uses the Audit Committee, internal
  auditors, external auditors, and external lawyers to review
  compliance.

  - Inside Trading Controls

  The Company informed all Board members and executive management about
  the Notification of SET concerning Rules, Procedures, and Disclosure
  of securities holdings.

  7. Business Ethics

  The Company policy from the Board of Directors, communicated to both
  management and employees in the employee handbook is to conduct
  business with sound ethics toward the Company, all stakeholders, the
  public, and the community.

  8. Balance of Power for non-management Directors

  The Company’s Board of Directors consists of 9 directors which are:

  - Directors 6 persons

  - Independent Directors-Audit Committee 3 persons

  Therefore, the Company has 3 directors who are independent and are not
  involved in the daily operations of the Company.

  9. Aggregation or Segregation of Positions

  The Company’s Chairman of the Board of Directors is not the same
  person as the President & CEO and the structure of the Board of
  Directors consists of Independent Directors comprising 1/3 of the
  Board. This creates a balance between the interests and representation
  of the shareholders and management as well as independent persons whom
  could review the Company’s business plans, controls, and create a
  balanced view.

  10. Remuneration for Directors and Management

  The remuneration of the Company’s Directors and Management has been
  considered and approved as outlined. This is in order to be
  competitive in the market in attracting highly qualified individuals,
  to reflect the contributions and performance of the individuals in
  meeting the company objectives, and consistent with the performance of
  the Company.

  11. Board of Directors’ Meeting

  The Company will hold annually at least 8 Board of Directors meetings
  and monthly Executive Committee meetings. There were calls for regular
  meetings and/or for emergency meetings when need of the
  directors/committee’s consideration, opinion and decision by sending
  out prior notice, invitation and agenda to all directors and
  committee.

  12. Committee

  The authority and responsibility of the Board and its committees are
  clearly defined. The report of the committees’ quarterly meeting as
  well as any items for further consideration are reviewed by the Board
  of Directors and Management of the Company as appropriate for further
  action.

  13. Controlling System & Internal Audit

  The Audit Committee controls the work of the external auditor, the
  outsourced internal audit function, the review of management
  information, reporting, risk controls, and systems, and the
  performance of the management specific to these areas. They meet and
  report quarterly to the Board of Directors. Ultimately, the management
  of the Company with relevant professionals is tasked with providing a
  level of control to manage the performance of the company in a
  controlled way.

  14. Report form the Board of Directors on the Company’s Financial
  Statement

  With a thoroughly consideration and carefully review the Company’s
  financial statement, the Board of Directors will ensure its follow the
  generally accepted accounting standard. The Company has regularly
  exercised an appropriate accounting policy and standard. In addition,
  the Board of Directors has had a resolution to appoint the Audit
  Committee and the outsiders to be the Internal Auditors to observe the
  company’s internal control system and to verify the completeness and
  accuracy of the Company’s financial statements.

  15. Relations with Investors

  Investor Relations Department has been established for individual
  investors or stockholders benefits and interests as the company sees
  the significant of their investments and values. The analyst meetings
  are held at least twice a year to meet with investors and analysts to
  provide on the updated company financial results and business. A site
  visit or company visit are always welcome by contacting the Investor
  Relations Department.

9.5 Supervision of Internal Information Control

  The Plan Administrator and the Company adopt a policy and measure for
  supervising the management on the use of internal information for
  their own benefit and trading securities. In particular, during one
  month before the Company's financial statements will be disseminated
  to the public, the information will be limited only to only those who
  need to know.

  The Company’s executives and the Plan Administrator are fully
  responsible for preparing and submitting to the SEC and the SET the
  report on their shareholding in the Company including those of their
  spouse and minor children and any change thereof in accordance with
  section 59 of the Securities and Exchange Act B.E. 2535 within the
  following specified period:

  - An initial shareholding report (Form 59-1) must be submitted within
  30 days after the end of subscription period of any public offering of
  the Company or after the date the appointment to be the management of
  the Company.

  - The report of change in shareholding (Form 59-2) must be submitted
  within 3 business days after the purchase, sale or transfer.

  Those who fail to comply with the policy or measure will be penalized
  pursuant to the Company's regulations.

9.6 Manpower

  As of December 31, 2004, the company has 570 employees in total and Bt
  204.31 million in compensation. Manpower is distributed as follows.

+----------------------------------------------+-----------------------+
| Department                                   |   No. of Employees    |
+----------------------------------------------+-----------------------+
|   Melting & Casting                          |   156                 |
+----------------------------------------------+-----------------------+
|   Hot Mill                                   |   88                  |
+----------------------------------------------+-----------------------+
|   Technical & Planning                       |   31                  |
+----------------------------------------------+-----------------------+
|   Engineering                                |   53                  |
+----------------------------------------------+-----------------------+
|   Central Warehouse                          |   97                  |
+----------------------------------------------+-----------------------+
|   HR & Administrative                        |   69                  |
+----------------------------------------------+-----------------------+
|   Commercial                                 |   8                   |
+----------------------------------------------+-----------------------+
|   Finance, Accounting & Procurement          |   25                  |
+----------------------------------------------+-----------------------+
|   Finishing Mill                             |   43                  |
+----------------------------------------------+-----------------------+
|   Total                                      |   570                 |
+----------------------------------------------+-----------------------+

  The Company realizes the importance of human resources and considers
  the employees a major factor for the Company’s success. The Company’s
  policy is therefore aimed at developing knowledge and efficiency in
  the employees at all levels. Training is provided to arm the staff
  with the necessary skills to carry out the Company’s operations. The
  Company has also provided competitive compensation and benefits for
  the top management, middle management, supervisors and operational
  staffs.

  Human Resources Development Policy

  The Company has arranged training and seminar, including in-house,
  external and overseas programmes, to keep employees abreast of
  technology and innovation. These in turn allow the employees to
  perform their work effectively and efficiently. To continually attract
  talents from the outside and maintain the pool of talent in the human
  resources, competitive compensation is set and periodically reviewed.