8.  MANAGEMENT

    1.  Organization Chart

  Capetronic International (Thailand) Plc divides its management
  structure into several departments; Purchasing/Vendor Qualification
  Engineers, Research and Development, BOI/Import/Export, MIS,
  Production, Quality, Human Resource and Administration, Business,
  Material and Finance and Accounting.

  As of 31^(st) December 2002, the organization chart of the Company is
  as follows:

  Directors and Management Data

  The Company’s directors and management currently consisted of Board of
  Directors, Audit Committee and Management of total 10 persons each of
  whom has the qualification to comply with Section 68 of the Public
  Company Act B.E. 2535 and the Announcement of the Securities and
  Exchange Commission regarding the conditions and methods of the
  approval for the issuance of new shares dated May 18, 1992 details as
  following:

+------------+---+-----+-----+---------------+----------------------+
| Name and   | N | D   | Joi | Education     | Working Experiences  |
| Title      | a | ate | nin | Background    |                      |
|            | t | of  | g D |               |                      |
|            | i | Bi  | ate |               |                      |
|            | o | rth |     |               |                      |
|            | n |     |     |               |                      |
|            | a |     |     |               |                      |
|            | l |     |     |               |                      |
|            | i |     |     |               |                      |
|            | t |     |     |               |                      |
|            | y |     |     |               |                      |
+------------+---+-----+-----+---------------+----------------------+
| Mr. Ma Chi | B | 5   | 19  | - The Ins. of | Dec. 2000 – Present  |
| Chiu       | r | Apr | Aug | Chartered     |                      |
|            | i | 1   | 1   | Accountants   | - Chairman           |
| Chairman   | t | 945 | 998 |               |                      |
|            | i |     |     | - The         |  Capetronic Internat |
|            | s |     |     | University of | ional (Thailand) PLC |
|            | h |     |     | Birmingham    |                      |
|            |   |     |     |               | 1999 – Dec. 2000     |
|            |   |     |     |               |                      |
|            |   |     |     |               | - Deputy Chairman    |
|            |   |     |     |               |                      |
|            |   |     |     |               |  Capetronic Internat |
|            |   |     |     |               | ional (Thailand) PLC |
|            |   |     |     |               |                      |
|            |   |     |     |               | Aug. 1998 – 1999     |
|            |   |     |     |               |                      |
|            |   |     |     |               | - Managing Director  |
|            |   |     |     |               |                      |
|            |   |     |     |               | Capetronic           |
|            |   |     |     |               | International        |
|            |   |     |     |               | (Thailand) PLC       |
|            |   |     |     |               |                      |
|            |   |     |     |               | Dec. 1997 – Present  |
|            |   |     |     |               |                      |
|            |   |     |     |               | - Managing Director  |
|            |   |     |     |               |                      |
|            |   |     |     |               | The Grande Group     |
+------------+---+-----+-----+---------------+----------------------+
| Mr. Paul   | B | 2   | Jul | - University  | May 2001 – Present   |
| Kwok Fai   | r | Aug | 2   | of Western    |                      |
| Law        | i | 1   | 000 | Ontario,      | - Executive Director |
|            | t | 956 |     | Canada        |                      |
| Executive  | i |     |     |               | Capetronic           |
| Director   | s |     |     | BSC of        | International        |
|            | h |     |     | Science       | (Thailand) PLC       |
|            |   |     |     |               |                      |
|            |   |     |     |               | Jul. 2000 – May 2001 |
|            |   |     |     |               |                      |
|            |   |     |     |               | - Material Director  |
|            |   |     |     |               |                      |
|            |   |     |     |               | Capetronic           |
|            |   |     |     |               | International        |
|            |   |     |     |               | (Thailand) PLC       |
|            |   |     |     |               |                      |
|            |   |     |     |               | 1990.                |
|            |   |     |     |               |                      |
|            |   |     |     |               | - The Grande Group   |
|            |   |     |     |               |                      |
|            |   |     |     |               | 1987 – 1990          |
|            |   |     |     |               |                      |
|            |   |     |     |               | - Manager            |
|            |   |     |     |               |                      |
|            |   |     |     |               | MCS Ernst and Young  |
|            |   |     |     |               | (HK)                 |
+------------+---+-----+-----+---------------+----------------------+

+------------+---+-----+-----+---------------+----------------------+
| Name and   | N | D   | Joi | Education     | Working Experiences  |
| Title      | a | ate | nin | Background    |                      |
|            | t | of  | g D |               |                      |
|            | i | Bi  | ate |               |                      |
|            | o | rth |     |               |                      |
|            | n |     |     |               |                      |
|            | a |     |     |               |                      |
|            | l |     |     |               |                      |
|            | i |     |     |               |                      |
|            | t |     |     |               |                      |
|            | y |     |     |               |                      |
+------------+---+-----+-----+---------------+----------------------+
| Mr. Chou   | T | 19  | 1   | - Tamsui      | Dec. 2000 – Present  |
| Jui Hsiang | a | Dec | Feb | Oxford        |                      |
|            | i | 1   | 1   | College /     | - Managing Director  |
| Director   | w | 960 | 998 | Taiwan,       |                      |
| and        | a |     |     | R.O.C.        | Capetronic           |
| Managing   | n |     |     |               | International        |
| Director   |   |     |     |               | (Thailand) PLC       |
|            |   |     |     |               |                      |
|            |   |     |     |               | May. 2000 – Dec 2000 |
|            |   |     |     |               |                      |
|            |   |     |     |               | - Deputy Managing    |
|            |   |     |     |               | Director             |
|            |   |     |     |               |                      |
|            |   |     |     |               | Capetronic           |
|            |   |     |     |               | International        |
|            |   |     |     |               | (Thailand) PLC       |
|            |   |     |     |               |                      |
|            |   |     |     |               | Feb. 1998- Apr. 2000 |
|            |   |     |     |               |                      |
|            |   |     |     |               | - General Manager    |
|            |   |     |     |               |                      |
|            |   |     |     |               | Capetronic           |
|            |   |     |     |               | International        |
|            |   |     |     |               | (Thailand) PLC       |
|            |   |     |     |               |                      |
|            |   |     |     |               | 1985 - Feb. 1998     |
|            |   |     |     |               |                      |
|            |   |     |     |               | - Assistant General  |
|            |   |     |     |               | Manager : Business   |
|            |   |     |     |               | Development          |
|            |   |     |     |               |                      |
|            |   |     |     |               | Capetronic Kaohsiung |
|            |   |     |     |               | Corp.                |
+------------+---+-----+-----+---------------+----------------------+
| Mrs.       | T | 15  | 8   | - University  | 2000 – 2002          |
| Pikulkeaw  | h | Sep | Dec | of            |                      |
| Krairiksh  | a | 1   | 2   | Pennsylvania  | -   Independent      |
|            | i | 955 | 000 |               |     Director and     |
| I          |   |     |     | Master of     |     Audit Committee  |
| ndependent |   |     |     | Science. in   |                      |
| Director   |   |     |     | Applied       |   Capetronic         |
| and        |   |     |     | Statistic     |   Kaohsiung Corp     |
|            |   |     |     |               |                      |
| Audit      |   |     |     | and Computer  | 1997 – Present       |
| Committee  |   |     |     | Science.      |                      |
| (Chairman) |   |     |     |               | -   Executive        |
|            |   |     |     |               |     Director,        |
| (Resigned  |   |     |     |               |     Bangkok Symphony |
| Nov        |   |     |     |               |     Orchestra        |
| 14,2002)   |   |     |     |               |     Foundation       |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   Executive        |
|            |   |     |     |               |     Director,        |
|            |   |     |     |               |     Foundation for   |
|            |   |     |     |               |     Scholarship of   |
|            |   |     |     |               |     Momchao Pijitra  |
|            |   |     |     |               |     Jirapa Devakul   |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   Finance          |
|            |   |     |     |               |     Director, Old    |
|            |   |     |     |               |     Thai Student in  |
|            |   |     |     |               |     Switzerland      |
|            |   |     |     |               |                      |
|            |   |     |     |               | 1989 – 1997          |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   Executive        |
|            |   |     |     |               |     Director,        |
|            |   |     |     |               |     Dynamic Eastern  |
|            |   |     |     |               |     Finance (1991)   |
|            |   |     |     |               |     PLC              |
|            |   |     |     |               |                      |
|            |   |     |     |               | 1984 – 1989          |
|            |   |     |     |               |                      |
|            |   |     |     |               | - Bank of Thailand   |
+------------+---+-----+-----+---------------+----------------------+
| M          | T | 22  | 17  | -   Sasin     | 2001- Present        |
| rs.Sirirat | h | J   | Oct |     Graduate  |                      |
| Bunmee     | a | uly | 2   |     Institute | - Independent        |
|            | i | 1   | 001 |     of        | Director and Audit   |
| I          |   | 963 |     |     Business  | Committee            |
| ndependent |   |     |     |     A         |                      |
| Director   |   |     |     | dministration | Capetronic           |
|            |   |     |     |               | International        |
| And Audit  |   |     |     | Chulalongkorn | (Thailand) PLC       |
| Committee  |   |     |     | University,   |                      |
|            |   |     |     | MBA in        | 1991 – 1995          |
| (Resigned  |   |     |     | Finance and   |                      |
| Jan        |   |     |     | International | - Assistant          |
| 2,2003)    |   |     |     | Business      | Consultant, Bangkok  |
|            |   |     |     |               | Bank Limited         |
|            |   |     |     | -   Thammasat |                      |
|            |   |     |     |               | 1985- 1989           |
|            |   |     |     |    University |                      |
|            |   |     |     |               | - Foreign Remittance |
|            |   |     |     |   Bachelor of | Officer, Bangkok     |
|            |   |     |     |   Arts in     | Bank Limited         |
|            |   |     |     |   Economics   |                      |
+------------+---+-----+-----+---------------+----------------------+

+------------+---+-----+-----+---------------+----------------------+
| Name and   | N | D   | Joi | Education     | Working Experiences  |
| Title      | a | ate | nin | Background    |                      |
|            | t | of  | g D |               |                      |
|            | i | Bi  | ate |               |                      |
|            | o | rth |     |               |                      |
|            | n |     |     |               |                      |
|            | a |     |     |               |                      |
|            | l |     |     |               |                      |
|            | i |     |     |               |                      |
|            | t |     |     |               |                      |
|            | y |     |     |               |                      |
+------------+---+-----+-----+---------------+----------------------+
| Mr. Manas  | T | 11  | 17  | -             | 2001 – Present       |
| Sodsong    | h | Jun | Oct | Ramkhamhaeng  |                      |
|            | a | 1   | 2   | University ,  | - Independent        |
| I          | i | 970 | 001 | Master of     | Director and Audit   |
| ndependent |   |     |     | Business      | Committee            |
| Director   |   |     |     | A             |                      |
|            |   |     |     | dministration | Capetronic           |
| And Audit  |   |     |     |               | International        |
| Committee  |   |     |     | - King        | (Thailand) PLC       |
|            |   |     |     | Mongkut       |                      |
|            |   |     |     | Institute of  | 2000 – Present       |
|            |   |     |     | Technology    |                      |
|            |   |     |     | Ladkrabang    | - Area Operation NWW |
|            |   |     |     | (KMITL),      | Manager, Telecom     |
|            |   |     |     | Electronics   | Asia Corporation     |
|            |   |     |     | Engineering   | Public Company       |
|            |   |     |     | Bachelor      | (Thailand) PLC.      |
|            |   |     |     | degree        |                      |
+------------+---+-----+-----+---------------+----------------------+
| Mr.        | B | 12  | 1   | -   Coventry  | March 2002 – Present |
| Michael    | r | Jun | Mar |               |                      |
| A.B.       | i | 1   | ch, |   University, | -   Director         |
| Binney     | t | 959 | 2   |     England   |                      |
|            | i |     | 002 |               |   Capetronic         |
| Director   | s |     |     | -   Fellow    |   International      |
| and        | h |     |     |     Member of |   (Thailand) PLC     |
|            |   |     |     |     the       |                      |
| Group      |   |     |     |     Institute | Dec 2001 – Present   |
| Finance    |   |     |     |     of        |                      |
| and        |   |     |     |     Chartered | -   Executive        |
| Accounting |   |     |     |               |     Director         |
|            |   |     |     |    Accountant |                      |
|            |   |     |     |     in        |   The Grande         |
|            |   |     |     |     England   |   Holdings Limited   |
|            |   |     |     |     Wales     |                      |
|            |   |     |     |               | Sep 2001 – Nov 2001  |
|            |   |     |     | -   Fellow    |                      |
|            |   |     |     |     Member of | -   Finance          |
|            |   |     |     |     the Hong  |     Director-        |
|            |   |     |     |     Kong      |     Branded          |
|            |   |     |     |     Society   |     Distribution     |
|            |   |     |     |     of        |     Division         |
|            |   |     |     |               |                      |
|            |   |     |     |   Accountants | The Grande Holdings  |
|            |   |     |     |               | Limited              |
|            |   |     |     |               |                      |
|            |   |     |     |               | Jan 2001 – Aug 2001  |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   Director -       |
|            |   |     |     |               |     Branded          |
|            |   |     |     |               |     Distribution     |
|            |   |     |     |               |     Division         |
|            |   |     |     |               |                      |
|            |   |     |     |               |   The Grande Holding |
|            |   |     |     |               |   Limited            |
|            |   |     |     |               |                      |
|            |   |     |     |               | Dec 1999 – Dec 2000  |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   Senior Managing  |
|            |   |     |     |               |     Director         |
|            |   |     |     |               |                      |
|            |   |     |     |               |   Nakamichi          |
|            |   |     |     |               |   Corporation        |
|            |   |     |     |               |                      |
|            |   |     |     |               | Jan 1997 – Dec 1999  |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   Finance Director |
|            |   |     |     |               |                      |
|            |   |     |     |               |   Nakamichi          |
|            |   |     |     |               |   Corporation        |
|            |   |     |     |               |                      |
|            |   |     |     |               | Oct 1994 – Dec 1996  |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   General Manager, |
|            |   |     |     |               |                      |
|            |   |     |     |               |  Operations-Consumer |
|            |   |     |     |               |     Electronics      |
|            |   |     |     |               |     Division         |
|            |   |     |     |               |                      |
|            |   |     |     |               |   Capetronic Group   |
|            |   |     |     |               |                      |
|            |   |     |     |               | Jun 1990 – Oct 1994  |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   Group Controller |
|            |   |     |     |               |     and Chief        |
|            |   |     |     |               |     Finance Officer- |
|            |   |     |     |               |     Consumer         |
|            |   |     |     |               |     Electronics      |
|            |   |     |     |               |     Division         |
|            |   |     |     |               |                      |
|            |   |     |     |               | Capetronic Group     |
+------------+---+-----+-----+---------------+----------------------+
| LTG.       | T | 17  | 14  | -   Bachelor  | -   Chief of the     |
| Pairoah    | h | May | Nov |     degree of |     operation Center |
| Wongwatana | a | 1   | 2   |     science   |     of Land force    |
|            | i | 931 | 002 |     Military  |     315              |
| I          |   |     |     |     Cadet     |                      |
| ndependent |   |     |     |     (CRMA)    | -   Consultant of    |
| Director   |   |     |     |               |     Minister of      |
| and Audit  |   |     |     |               |     National Defense |
| Committee  |   |     |     |               |     Ministry         |
|            |   |     |     |               |                      |
| (Appointed |   |     |     |               |                      |
| Nov        |   |     |     |               |                      |
| 14,2002)   |   |     |     |               |                      |
+------------+---+-----+-----+---------------+----------------------+

 

+------------+---+-----+-----+---------------+----------------------+
| Name and   | N | D   | Joi | Education     | Working Experiences  |
| Title      | a | ate | nin | Background    |                      |
|            | t | of  | g D |               |                      |
|            | i | Bi  | ate |               |                      |
|            | o | rth |     |               |                      |
|            | n |     |     |               |                      |
|            | a |     |     |               |                      |
|            | l |     |     |               |                      |
|            | i |     |     |               |                      |
|            | t |     |     |               |                      |
|            | y |     |     |               |                      |
+------------+---+-----+-----+---------------+----------------------+
| Mr. Umnuay | T | 23  | 9   | -             | 1993 – Present       |
| Suth       | h | Oct | Jun |   Certificate |                      |
| iponbhisal | a | 1   | 1   |     of        | -   Manufacturing    |
|            | i | 961 | 993 |               |     Director         |
| Director   |   |     |     | Communication |                      |
| and        |   |     |     |               | Capetronic           |
| Man        |   |     |     |   Maintenance | International        |
| ufacturing |   |     |     |               | (Thailand) PLC       |
| Director   |   |     |     |               |                      |
+------------+---+-----+-----+---------------+----------------------+
| Mr. Seni   | T | 30  | 16  | -   Thammasat | Present              |
| Sudsawad   | h | Mar | Feb |               |                      |
|            | a | 1   | 2   |   University, | -   Director of      |
| Director   | i | 968 | 001 |     Master    |     Finance &        |
| of Finance |   |     |     |     Degree in |     Accounting       |
| &          |   |     |     |     Business  |                      |
| Accounting |   |     |     |     A         |   Capetronic         |
|            |   |     |     | dministration |   International      |
|            |   |     |     |               |   (Thailand) PLC     |
|            |   |     |     | -   Thammasat |                      |
|            |   |     |     |               | 2001                 |
|            |   |     |     |   University, |                      |
|            |   |     |     |     BA.       | -   Financial        |
|            |   |     |     |               |     Controller       |
|            |   |     |     |  (Accounting) |                      |
|            |   |     |     |               | Capetronic Internat  |
|            |   |     |     |               | ional (Thailand) PLC |
|            |   |     |     |               |                      |
|            |   |     |     |               | 1999 – 2000          |
|            |   |     |     |               |                      |
|            |   |     |     |               | -   Finance Manager  |
|            |   |     |     |               |                      |
|            |   |     |     |               |   Kellogg (Thailand) |
|            |   |     |     |               |   Co. Ltd.           |
+------------+---+-----+-----+---------------+----------------------+

List of attendant for Board of Director for year 2002

  ------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------
  Director                        1/02   2/02   3/02   4/02   5/02   6/02   7/02   8/02   9/02

  1. Mr. Ma Chi Chiu              X                                                X      

  2. Mr. Chou Jui Hsiang          X                                  X      X      X      X

  3. Mr. Paul Kwok Fai Law        X      X      X      X      X                           

  4. Mrs. Pikulkeaw Krairiksh     X             X      X                           X      
  (Resigned Nov 14,2002)                                                                  

  5. Mrs. Sirirat Bunmee          X      X      X      X      X      X      X      X      X
  (Resigned Jan 2,2003)                                                                   

  6. LTG. Pairoah Wongwatana                                                              X
  (Appointed Nov 14,2002)                                                                 

  7. Mr. Manas Sodsong            X      X      X      X      X      X      X      X      X

  8. Mr. Michael AB. Binney              X             X      X      X      X      X      X

  9. Mr. Umnuay Suthiponbhisal    X      X      X      X      X      X      X      X      X
  ------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------

X = Attend the Board of Director Meeting

Remark :

  --------------------------------- -------------------------------------
  BOD 1/2002 held on Feb 28,2002    BOD 6/2002 held on May 23,2002

  BOD 2/2002 held on Mar 8,2002     BOD 7/2002 held on Aug 13,2002

  BOD 3/2002 held on Mar 14,2002    BOD 8/2002 held on Nov 14,2002

  BOD 4/2002 held on Mar 28,2002    BOD 9/2002 held on Dec 23,2002

  BOD 5/2002 held on Apr 5,2002     
  --------------------------------- -------------------------------------

Authorities and responsibilities of the Board of Directors

a)  The Board of Directors may designate any person to carry on any
    business of the Company under the supervision of the Board of
    Directors or may grant such person with any authority and within any
    period as the Board of Directors deem appropriate. The authority so
    granted may be revoked, withdrawn, revised or amended by the Board
    of Directors.

  b) The directors shall perform their duties in accordance with the
  laws, the objectives and the articles of association of the Company
  including the shareholders’ resolutions.

  c) Any director may not engage in any business or become a partner in
  any partnership or a shareholder in any juristic entity which has the
  same nature of business and is in competition with the business of the
  Company unless he or she notifies the meeting of shareholders prior to
  the resolution for his or her appointment is adopted.

d)  A director shall notify the Company without any delay if he or she
    has any interest in any contract entered into by the Company or he
    or she increases or decreases the amount of shares or debentures
    issued by the Company or its affiliates.

e)  Any two directors (excludes independent directors) sign jointly
    together with the company’s seal affixed are authorized to sign to
    bind the Company.

  Authorities and Responsibilities of the Audit Committee

  1. Duties as assigned by the Board of Directors

1.  Oversee the Company’s financial reporting process and the disclosure
    of its financial information, in which the financial statement must
    be correct, sufficient, and credible by coordination with the
    external auditor and the management responsible for preparing the
    quarterly and yearly financial reports.

2.  Ensure that the Company has adequate and effective internal control
    systems.

3.  Ensure that the Company does not engage in any activities that may
    lead to a conflict of interest. Review all connected transactions
    between the Company or its subsidiary and connected persons.

4.  Ensure that the Company follows all relevant regulations and laws.

5.  Review the findings of any internal investigation into matters where
    there is suspected fraud or irregularities, or a failure of the
    internal control system. Report the matter to the Company’s Board of
    Directors.

2.  The Audit Committee should meet on a regular basis, at least
    quarterly. Special meetings should be called as circumstances
    require. The minutes of meeting should be prepared and filed in the
    Company’s records. At each meeting, provision should be made to meet
    privately with management and with the external auditors.

3.  The Audit Committee should report its activities to the Board of
    Directors on a regular basis.

4.  The Audit Committee should expand their knowledge of the Company’s
    operations through the review of various aspects of the Company’s
    operations on a regular, planned basis.

5.  The Audit Committee should meet regularly with the Company’s general
    counsel, and outside counsel when appropriate, to discuss legal
    matters that may have a significant impact on the Company’s
    financial statements. Where it is necessary, the general counsel
    and/or outside counsel may be invited to attend meetings.

6.  The Audit Committee should review with the internal auditor and
    external auditor their annual audit plans, including the extent of
    co-ordination between the plans of the internal and external
    auditors where appropriate. The Audit Committee should inquire as to
    the extent to which the scope of the planned Internal and External
    audits can be relied upon to detect fraud or weaknesses in the
    Company’s internal controls.

7.  The Audit Committee should discuss with the internal auditor and the
    external auditor their plan for a review of the Company’s electronic
    data processing procedures and controls, and inquire as to the
    specific security programs to protect against computer fraud and
    misuse from within and outside the Company.

8.  The Audit Committee should inquire as to the extent to which
    external auditors, other than the principal auditor, are to be used
    and understand the rationale for using them. The Audit Committee
    should request that their work be coordinated and that an
    appropriate review of their work be performed by the principal
    auditor.

9.  The Audit Committee should review in-house policies and procedures
    for regular reviews of management staff expenses and perquisites,
    including any use of corporate assets.

10. The Audit Committee should instruct the external auditor and
    internal auditor that it expects to be advised if there are any
    areas that require its special attention.

11. The Audit Committee shall at the end of each financial year issue an
    Audit Committee Report which is separate from the Board of
    Directors’ report to be included in the Company’s annual report. The
    report must be signed by the Chairman of the Audit Committee. The
    following information must be included in the report:

    1.  Comments on the Company’s financial reporting process and
        disclosure of its financial information, in which it must be
        correct, sufficient, and credible.

    2.  Comments on the adequacy of the Company’s internal control
        system.

    3.  Statements on whether there is any reason to believe that the
        Company’s auditor is not suitable for re-appointment.

    4.  Comments on the co-operation given by the Company’s officers and
        whether the Audit Committee, in the course of carrying out its
        duties, was obstructed or impeded by management.

    5.  State the number of internal investigations completed. If there
        are the findings confirming suspected fraud or irregularities,
        failure of the internal controls or infringement of any
        regulations and laws during the year, the Audit Committee should
        give details on the general nature of the investigations, the
        outcome, the action taken by the Company, and its financial
        impact.

    1.  Composition of appointment of the Board of Directors

a)  The Board of Directors shall consist of at least 5 persons, provided
    that at least one-half of the directors shall be resident in the
    Kingdom and the directors shall have qualification as required by
    law.

  The directors shall be entitled to remuneration which shall include
  monthly salary, insurance premium, allowance and bonus.

b)  The Board of Directors shall be appointed by the meeting of
    shareholders under the following criteria and procedures:

(1) each shareholder shall have one vote for each share;

(2) each shareholder shall exercise all votes applicable under (1) in
    appointing one or more person to be a director, provided that any of
    the votes shall not be divisible;

(3) a person who has the most respective vote shall be elected to be the
    directors equivalent to the required number of directors but in case
    where the following persons so elected have equivalent vote, the
    chairman shall have a casting vote.

  c) At every annual general meeting, one-third of the directors or if
  their number is not a multiple of three, then the number nearest to
  one-third shall retire from office.

  The directors retiring on the first and second years following the
  incorporation of the Company shall be drawn by lots. In each
  subsequent years, those directors who have been longest in the office
  shall retire. A retiring director is eligible to re-election.

  d) Other than retirement by rotation, the directors shall retire upon:

(1) death;

(2) resignation;

(3) dis-qualification or subject to legal restrictions;

(4) being removed by the meeting of shareholders; or

(5) being dismissed by an order of the court.

  e) Any director resigning from the office shall submit with the
  Company a letter of resignation. The resignation shall be effective on
  the date the letter of resignation reaches the Company.

  f) In cases where there is any vacancy among the directors other than
  a retirement by rotation, the Board of Directors shall elect a person
  who is qualified under the law to be a new director at the next
  meeting of the Board of Directors unless the period to which the new
  director is entitled shall be less than two months.

  The person who is so elected as the new director shall retain the
  office during such period only as the vacating director was entitled
  to retain the same.

  The resolution of the Board of Directors as specified in the first
  paragraph above shall consist of votes of not less than three-fourths
  of the remaining directors.

g)  The meeting of shareholders may resolve to remove any director from
    the office before the expiration of his period of office with the
    votes of not less than three-fourths of the number of shareholders
    attending the meeting with the voting right and holding in aggregate
    not less than one-half of the shares held by those shareholders
    attending the meeting with the voting right.

    1.  Management Remuneration

  8.3.1 Payment in moneys to the management for the period ended 31^(st)
  December 2002

+-------------------------------------------------+--------------------+
|                                                 | (Unit : Baht)      |
+-------------------------------------------------+--------------------+
|                                                 | Total              |
+-------------------------------------------------+--------------------+
| - Directors’ remuneration in total              | 720,667            |
+-------------------------------------------------+--------------------+
| -   Top 5 Management’s remuneration in total    | 5,653,770          |
|                                                 |                    |
| (Salaries and Bonus)                            |                    |
+-------------------------------------------------+--------------------+

  8.3.2 Other remuneration

  The other remuneration for management, which is the same as other
  employees, is Provident Fund under the name “The Registered Provident
  Fund of Capetronic”. The Company and employees jointly established the
  provident fund in accordance with the Provident Fund Act B.E. 2530 for
  the benefit of employees who are the members and those benefit shall
  be paid to the employees upon resignation, retirement, death. The
  Company (“Employer”) shall deduct from payment of wage and salary to
  the Fund, the employee’s contribution at the rate of 3-5% depending on
  the member’s desire and the Company shall contribute at the same rate.
  The member shall receive the Company’s contribution as well as
  earnings according to the service years as follow:

  ------------------------------------ ----------------------------------
  Number of years of service           Percentage of payments of benefits

  Less than 3 years                    None

  3 years up but less than 4 years     30

  4 years up but less than 5 years     40

  5 years up but less than 6 years     50

  6 years up but less than 7 years     60

  7 years up but less than 8 years     70

  8 years up but less than 9 years     80

  9 years up but less than 10 years    90

  10 years up                          100
  ------------------------------------ ----------------------------------

  The size of the Registered Provident Fund of Capetronic was smaller by
  the employee laying-off exercise during 2001 and as a result, there
  was less opportunity in the investment. Therefore, for benefit of the
  employees who are the members of the Fund, the Company’s management
  and the Fund committee entered the fund to be a part of and be
  governed by the regulation of “Sawadikarn Mankong Registered Provident
  Fund” on November 9, 2001. This will create more chance on investment
  and to obtain more benefit.

1.  Corporate Governance

  It is the Board of directors’ policy to encourage and support good
  corporate governance. Also, the board of directors has observed and
  complied with the good practices applicable to directors of listed
  companies in accordance with the guidelines of the Stock Exchange of
  Thailand.

  The board of directors of the Company has assigned the Audit
  Committee, comprising 3 independent directors, to coordinate with the
  internal auditors in regards to the internal audit in order to
  evaluate the adequacy and effectiveness of the Company’s systems of
  internal control to ensure the accuracy, completeness and reliability
  of financial information.

2.  Internal Information Supervision

  The Company has the following policies to supervise the internal
  information usage:

-   All securities exchange transactions perform by management must be
    reported on timely basis according to Stock Exchange of Thailand’s
    requirement for securities exchange information disclosure.

-   Company has strict policy to prohibit using of privilege information
    for personal benefit or disclose to outsider. The Company has right
    to discharge the employee to leave without prior notice/compensation
    once employee breach the policy.

    1.  Employee

  Average number of employee comparison for 1999 to 2001 are as below:

  ----------------------- ------------------- --------- --------- ---------
                                              2000      2001      2002

  Production related      - Direct labor      1,386     865       179

                          - Indirect labor    275       266       134

  Non-production related                      73        51        36

  Total                                       1,734     1,182     349
  ----------------------- ------------------- --------- --------- ---------

  Significant changes;

1999. The Company increased manpower in order to support production
      expanded from the monitor production transferred from Taiwan
      factory.

2000. The Company restructured the organization according to sales and
      production strategy change as the management concentrated on the
      Trinitron models (strength model) and slowed down the production
      of non-profitable models of Shadow Mask.

2001. During 2001, the Company laid off a total of 1,224 workers and
      staff as a result of the continuous reduction in orders as well as
      business termination by customer. As at December 31, 2001, the
      Company’s total workforce was 419.

2002. During 2002, the Company laid off a total of 62 workers and staffs
      as a result of the continuous reduction in orders as well as
      business termination by customer. As at December 31,2002, the
      Company’s total workforce was 308.