Management

1.  Management Structure

The Company has two sets of directors – the Company’s Board of Directors
and Audit Committee. Following are details of the two sets of directors:

1.  Board of Directors

  As at December 31, 2006 the Company’s Board of Directors consists of 8
  directors as follows:

  1. Mr. Vichien Phongsathorn Chairman

  2. Mrs. Duangthip Eamrungroj Director

  3. Mr. Viwat Phongsathorn Director and Managing Director

  4. Mr. Suradej Boonyawatana Director

  5. Mr. Paritud Bhandhubanyong Independent Director

  6. Mr. Udom Chatiyanont Independent Director and

  Chairman of Audit Committee

7. Mr. Suchai Vatanatrinakul Independent Director and Audit Committee

  8. Mr. Katiya Greigarn Independent Director and Audit Committee

  Mrs. Suchada Samaisut acts as Secretary to the Board of Directors.

For the independent director selection criteria, the Company considers
the qualifications according to the policy set by the Security Exchange
Commission and the Stock Exchange of Thailand. The nominating procedure
is practiced as mentioned in Clause 9.2 – Criteria for Appointing
Directors and Managements.

  Scope of Authorities and Duties of the Board of Directors

1)  Manage the Company according to the laws, objectives and articles of
    association as well as the resolution of the shareholders’ meeting,
    except for those matters requiring approval of the shareholders’
    meeting before implementation. Examples are matters that need the
    resolution of the shareholders’ meeting as specified by the law,
    related transactions, and purchase and sale of major assets as
    specified by the Stock Exchange of Thailand or other government
    units.

2)  Assign one or more of the directors or other people to act on their
    behalf.

3)  Appoint the Audit Committee Directors and other committees.

4)  Review and give consent to important matters such as policies, plans
    and budgets, management structure, management authority and any
    transactions specified by the Stock Exchange of Thailand or the
    laws.

5)  Supervise the management’s operations to make sure they follow the
    approved policies, plans and budget.

  9.1.2 Audit Committee

  The Board of Directors appointed the Audit Committee on January 10,
  2005. The Committee consists of:

  1. Mr. Udom Chatiyanont Chairman of Audit Committee

  2. Mr. Suchai Vatanatrinakul Audit Committee

  3. Mr. Katiya Greigarn Audit Committee

Scope of Authorities and Duties

1)  Review that the Company’s financial reports to ensure accuracy and
    transparency.

2)  Review that the Company has appropriate and effective Internal
    Control and Internal Audit systems.

3)  Review that the Company complies with the Securities and Exchange
    Act, the rules and regulations of the Stock Exchange of Thailand and
    other laws related to the Company’s business.

4)  Consider, select and propose for appointment the of the auditor and
    the auditing fee.

5)  Consider the disclosure of the Company’s information in case there
    are connected transactions or transactions that possible conflict of
    interests to enhance accuracy, transparency and adequacy.

6)  Perform any other tasks as assigned by the Board of Directors which
    must be approved by the Audit Committee.

  9.1.3 Names of Executives

The company does not have full-time employees since it only invests in
the subsidiary. All finance and accounting work has also been outsourced
to subsidiary.

1.  Criteria for Appointing the Directors and Managements

As the Company has not yet set up a Nominating Committee, the criteria
for selecting people to be appointed as directors is through discussion
by the Board of Directors. The Board will consider selecting people
according to their knowledge, experience and ability before nominating
to the shareholders. At every Annual General Meeting of Shareholders,
one third of the Board of Directors shall leave their position. If the
number of directors who will leave cannot be exactly one third, the
closest number to one third will leave. The directors who must leave
their position in the first and second year after the Company’s
registration shall make a draw to decide who will leave. In later years,
the directors who have been in their position the longest will leave.
Those directors who leave according to this term may be selected to take
the position again.

The Articles of Association specify that the shareholders’ meeting
selects the directors according to the following principles and methods:

1)  A shareholder shall have one vote per one share held;

2)  Each shareholder shall be able to exercise all of his/her votes
    available to elect single person director or several persons
    directors but splitting votes among the candidates is forbidden.

3)  The person voted for highest scores in a descending order will be
    appointed directors according to the number of directors so
    available or required at that time. If the voted persons in the
    descending order have equal votes in excess of the number of
    directors so available or required, the chairman shall have a
    casting vote.

4)  In case of a vacancy in the position of directors, for reasons other
    than the completion of the term, at least ¾ of the remaining number
    of directors shall appoint a person to serve as director in the next
    Board of Directors’ Meeting, excluding such case where the remaining
    term is less than 2 months. Such appointed directors shall assume
    thee position for the remaining term of the previous director.

    1.  Remuneration for the Managements

        1.  Monetary Remuneration

    1.  Directors

The Company has the policy to pay remuneration only to Independent
Directors and Audit Committees. In 2006, the remuneration to the
directors is as follows:

  -------------- ------------------------------------ ----------------------
  No.            Name                                 Amount (Baht)

  1              Mr. Udom Chatiyanont                 80,000.00

  2              Mr. Suchai Vatanatrinakul            80,000.00

  3              Mr. Katiya Greigarn                  80,000.00

  4              Mr. Paritud Bhandhubanyong           50,000.00

  Total                                               290,000.00
  Remuneration                                        
  for the                                             
  Directors                                           
  -------------- ------------------------------------ ----------------------

The remuneration to directors is in the form of meeting allowance and
annual pension.

2.  Managements

  - None –

1.  Other remuneration

  - None -

2.  Corporate Governance

The Company has policy concerning corporate governance to follow the
good corporate governance principles with the guidelines of the Stock
Exchange of Thailand. Details are as follows:

  (1) Corporate Governance Policy

  The Company realizes the importance of good corporate governance as it
  is essential for the sustaining business growth. It is determined to
  follow the good corporate governance principles, and has given
  priority to the internal control and internal audit systems. It has
  also operated business with integrity, transparency and fairness to
  all parties concerned under the framework of the laws and business
  ethics.

(2) Rights of the Shareholders

  The Company realizes the importance of the shareholders’ rights and
  equality including the right to receive the Company’s information, the
  right to vote and the right to be taken care of fairly. It also
  includes the convenience to be provided to the shareholders during the
  shareholders’ meeting held once in every year. The Company will send
  out invitation meeting letters along with supporting information for
  various agenda to the shareholders not less than 7 days prior the date
  of such meeting and published by newspapers before the meeting date.
  In each agenda, there will be comments from the Board of Directors’
  opinion and the minutes of meeting will be taken accurately and
  completely so that the shareholders can verify later.

(3) Rights of the Interested Parties

  The Company recognizes the importance of all groups of interested
  parties. Details are as follows:

  Customers: The Company takes care of and is responsible for its
  customers. It manufactures and sells products/services that have high
  quality standards and are safe, and it strictly follows the terms and
  conditions as agreed with the customers.

  Business Partners and Creditors: The Company acts fairly, does not
  take advantage, respects and follows the terms and conditions as
  specified in the agreement.

  Competitors: It competes in business under the framework of good
  competition.

  Shareholders: The Company carries out its duties with integrity and
  transparency, and ensures benefits to the Company and its
  shareholders.

  Communities: The Company is responsible for the environment of the
  community and society. It has made donations to support education for
  poor children in up country through Yuvabadhana Foundation.

  Employees: The Company treats its employees equally and fairly, and
  offers appropriate compensation to them.

  The Company shall comply with the rules and regulations concerned to
  ensure that these interested parties are well taken care of.

(4) Shareholders’ Meeting

  At each shareholders meeting, the Company allows equal opportunity for
  all shareholders to examine the Company’s operations, enquiring,
  expressing their opinions and making suggestions. All major enquiries
  and opinions are recorded in the minutes of meeting.

(5) Leadership and Vision

  The Board of Directors approves the Company’s vision, mission,
  strategy, objective, business plan and budget. The Board of Directors
  monitors that the management operates in line with the specified
  business plan and the budget efficiently and effectively. It also
  exercises oversight to ensure that there are sufficient and regular
  internal controls.

(6) Conflict of Interest

  The authorized directors of the Company are also executive directors
  of the Premier Group of Companies. The Company has therefore assigned
  an Audit Committee consisting of 3 Independent Directors to supervise,
  report and comment on business transactions which are connected or
  might cause a conflict of interest. This takes place before the
  transactions are proposed to the Company’s Board of Directors or
  shareholders for approval and is consistent with the guidelines of the
  Stock Exchange of Thailand. In addition, the Company has set policies
  and procedures to prevent its management and any other parties
  concerned from taking advantage of insider information. The details of
  ‘Supervision on the Use of Insider Information’ are specified in
  Clause 9.5.

(7) Business Ethics

  The Company operates its business by adhering to accuracy and
  fairness. It has set business practices for its executives and
  employees to follow. These practices cover:

1)  Customers

2)  Business partners and creditors

3)  Business competitors

4)  Shareholders

5)  Communities

6)  Individual employees

7)  Interactions between employees

  The Company has established these business practices as a “Code of
  Business Ethic of the Premier Group of Companies”. All employees are
  required to strictly comply with these practices. The Company also
  monitors to ensure that these ethical practices are being followed.

(8) Balance of Power of Non-Executive Directors

  The Board of Directors consists of 8 directors as follows:

  Directors who are executives 4

  Directors who are independent 4

  The Company’s policy is that at least one-third of the total Board of
  Directors membership must be Independent Directors, and there must be
  at least 3 Independent Directors. The same guidelines as the
  qualifications of the Audit Committee directors as announced by the
  Stock Exchange of Thailand are used to determine the qualifications of
  the independent directors.

(9) Aggregation and Segregation of Positions

  The Chairman of the Board of Directors and the Managing Director
  represent major shareholders who hold 69.52 percent of the total
  shares. However, more than one-third of all members of the Board of
  Directors are independent directors. This helps to balance voting on
  various matters. In addition, the Audit Committee comprises 3
  Independent Directors and is responsible for reviewing and examining
  the management of the Board of Directors.

  The Company has specified the definition of independent directors as
  follows:

1)  Holding shares not more than 5 percent of the total shares with
    voting rights in the Company, its subsidiary, joint-venture or
    person which interested parties (including persons related to
    Section 258 of the securities law).

2)  Being a Director who does not take part in the management and not an
    employee, staff member or advisor who receive a regular salary from
    the Company, its subsidiary, associated company or interested
    parties and has not gain such benefits or such interest for a prior
    of not less than 1 year.

3)  Being a Director who has no direct or indirect benefit or interest
    from the financial and management of the Company, its Subsidiary,
    associated company, not be compromised by a conflict of interest
    that could affect him/her from giving an unbiased opinion.

4)  Being a director who is not a related person or close relative of
    any management member or major shareholder of the Company, its
    Subsidiary, associated company or person who might cause conflict of
    interest and not appointed as a representative to safeguard interest
    of the Company’s Director or major shareholders.

(10) Remuneration for the Directors and Managements

  The Company has been careful about paying appropriate compensation to
  the executives of the Company and its subsidiary. The remuneration for
  the Directors and Managements should be appropriate for their duties
  and responsibilities and commensurate with the same industry as a
  whole to attract and retain highly qualified Managements. The
  Managements receive higher remuneration according to their increased
  workload.

(11) The Board of Directors’ Meeting

  The Board of Directors is ordinarily scheduled to meet at least every
  quarter of the year, with additional meeting convened as required. The
  agenda is clearly determined for information and deliberation and a
  relevant documentation sent to the Board of Directors in advance,
  except in case of urgently, to allow the Board of Directors sufficient
  time to study information prior to the meeting. The minutes of the
  meeting recorded in writing. Previous minutes are certified by the
  Board of Directors and complied for the future reference of the Board
  of Directors or related person.

  In 2006, the Board of Directors convened a total of 4 meetings and the
  record of Directors’ attendance is summarized as follows:

+-----------------------------------------+----------------------------+
| Director’s Name                         | Attendance / Total         |
|                                         | Meetings                   |
+-----------------------------------------+----------------------------+
|   1. Mr. Vichien Phongsathorn           | 4/4                        |
+-----------------------------------------+----------------------------+
|   2. Mrs. Duangthip Eamrungroj          | 4/4                        |
+-----------------------------------------+----------------------------+
|   3. Mr. Viwat Phongsathorn             | 4/4                        |
+-----------------------------------------+----------------------------+
|   4. Mr. Suradej Boonyawatana           | 4/4                        |
+-----------------------------------------+----------------------------+
|   5. Mr. Paritud Bhandhubanyong         | 1/4                        |
+-----------------------------------------+----------------------------+
|   6. Mr. Udom Chatiyanont               | 4/4                        |
+-----------------------------------------+----------------------------+
|   7. Mr. Suchai Vatanatrinakul          | 4/4                        |
+-----------------------------------------+----------------------------+
|   8. Mr. Katiya Greigarn                | 4/4                        |
+-----------------------------------------+----------------------------+

(12) Sub-Committees

  The Audit Committee was appointed by the Company on January 10, 2005
  with a scope of authorities and responsibilities as described in
  Clause 9.1.2. The chairperson and the directors of the Audit Committee
  has the term of office of 3 years.

  In 2006, the Audit Committee convened a total of 4 meetings and the
  record of Directors’ attendance is summarized as follows:

+-----------------------------------------+----------------------------+
| Director’s Name                         | Attendance / Total         |
|                                         | Meetings                   |
+-----------------------------------------+----------------------------+
|   1. Mr. Udom Chatiyanont               | 4/4                        |
+-----------------------------------------+----------------------------+
|   2. Mr. Suchai Vatanatrinakul          | 4/4                        |
+-----------------------------------------+----------------------------+
|   3. Mr. Katiya Greigarn                | 4/4                        |
+-----------------------------------------+----------------------------+

(13) Internal Control and Internal Audit Systems

  The Company realizes the importance of an efficient internal control
  system, covering financial control, internal operations and asset
  management. The internal control unit of the Premier Group of
  Companies is responsible for auditing the operations and reporting the
  results to the Audit Committee to ensure that the operations follow
  the required guidelines and are efficient. The Company also assesses
  the risks inherent in each business in order to specify risk
  management measures for those involved to comply with. The details are
  specified in Clause 10 under the “Internal Controls” section.

(14) Report of the Board of Directors

  The Board of Directors is responsible for the consolidated financial
  statements of the Company and its subsidiary, including financial
  information presented in the Annual Report. These financial statements
  are prepared in accordance with generally accepted accounting
  standards applicable in Thailand. Appropriate accounting policies have
  been adopted and adhered to on the basis. Adequate information
  disclosures are also provided in the Notes of the Financial
  Statements.

(15) Investor Relations

  The Company realizes the importance of disclosing accurate, complete
  and transparent both financial and general information in compliance
  with the guidelines set by the Security Exchange Commission and the
  Stock Exchange of Thailand. The Company has distributed such
  information to the investors and those involved through the
  communication channels and media of the Stock Exchange of Thailand.
  Although it has not yet established a dedicated corporate unit for
  this purpose, it has assigned the Managing Director the task of
  contact and communication with investors, institutional investors,
  shareholders, analysts and relevant public sector agencies.

1.  Protection Against the Use of Inside Information

The Company has policy to control and prevent management from using
inside information for there own benefits is as follows:

1)  The Company has prepared a non-disclosure agreement for employees,
    contractors, vendors, suppliers and those who come to see its
    operations. This is to protect against the disclosure of the
    confidential information or communications of the Company and its
    subsidiary. There is a penalty for those who use inside information
    for their own benefits, or use it in a way that causes damage to the
    reputation of the Company.

2)  Managements are given information on their duties to report their
    holdings of the Company’s securities and the penalties under the
    Securities and Stock Market Act B.E. 2535, and the requirements of
    the Stock Exchange of Thailand.

3)  Managements are required to report changing of the Company’s
    securities holdings to the Security Exchange Commission and the
    Stock Exchange of Thailand in according with Section 59 under the
    Securities and Stock Market Act B.E. 2535.

    1.  Human Resources

There are no full-time employees at the Company as it invests in a
subsidiary. It outsources its accounting and finance work to the
subsidiary to manage.