1.  NATURE OF BUSINESS

    1.  History and key changes and Development events

-   Capetronic International (Thailand) Public Co.,Ltd, formerly named
    “Teletech Thailand Limited”, was incorporated in Thailand on 1
    October 1985 with initial registered capital of Baht 3.5 million.
    The Company and Teletech (Hongkong) Limited established a joint
    venture to produce color televisions and telephones at the factory
    in Thailand.

-   Teletech Thailand Limited was registered the change from Limited
    Company to Public Limited Company on 28 May 1993 with its major
    shareholder named “Teletech International Holdings Limited (“TIHL”)

-   In 1993, The Grande Holdings Limited (“The Grande Group”) acquired
    the shares of Teletech International Holdings Limited, the ultimate
    shareholder of the Company. The Grande Group had expertise in the
    manufacture and sale of computer monitors.

-   In 1993, Capetronic (Thailand) Limited (“CTL”) was incorporated as a
    wholly owned subsidiary of the Company to produce computer monitors.
    The total investment was Baht 40 million. BOI certificate was
    granted to CTL for the production of computer monitors with 3 years
    corporate income tax exemption (1993-1996).

-   In 1993, the Company purchased 50 percent of Capetronic Computer
    Products Holdings Limited (“CCPH”), the holding company for a
    computer monitor manufacturing, design, sales and service group from
    Capetronic Holdings Limited. This acquisition gave the Company
    access to Capetronic’s monitor manufacturing techniques, its design
    skills and customer base and also would result in the transfer to
    the Company of Capetronic’s significant technology built up through
    its more than 10 years experience in the computer monitor industry.
    In 1997, the Company acquired a 50% interest in Capetronic Computer
    Peripheral Holdings Limited to support future growth of the Cape
    Group (Cape Group means CITL, its subsidiary and associated
    companies)

-   The Company changed its name to “Capetronic International (Thailand)
    Public Company Limited” on 9 November 1994.

-   In 1995, the Company ceased production of television and telephone
    products. CTL transferred its production of computer monitor
    production to the Company and the Company started production of
    computer monitors. CTL also transferred its BOI privilege to the
    Company.

-   The Company started production of PCD computer monitor in 1995. BOI
    privilege for the production of PCD computer monitors and electronic
    products was granted to the Company with corporate income tax
    exemption during 1995 to 1997. However, the Company ceased
    production of PCD monitors in 1996 due to the decline in market
    demand for these products caused by changes in technology.

-   By the end of 1999, Capetronic (Kaohsiung) Corporation transferred
    computer monitor production including LCD monitors to the Company.

-   The Company stopped the production of non-profitable models of
    Shadow mask computer monitors in 2001.

-   At present, the Company has its registered share capital of Baht
    20,156.39 million and issued and fully paid capital of Baht
    14,009.37 million. The major shareholder of the Company comprises
    the companies within the group of The Grande Holdings Limited,
    holding in aggregate 1,163.03 million shares or 83.02 percent of the
    total issued shares in the Company.

    1.  Company, its Subsidiary and Associated Companies’ Nature of
        Business

  The Company manufacture, sell and service computer monitors with its
  manufacturing operation in Thailand where computer monitor are
  produced and sold under its customers’ brand names (OEM customers).
  The Companies’ sales transactions are generated through associated
  company in Hong Kong and after sales services are provided through
  associated companies in USA, Europe, and the Far East (Japan, Taiwan).

  Before 2000, the Company also assembled Printed Circuit Boards for
  computer monitors manufactured by its associated company, Capetronic
  (Kaohsiung) Corporation (“CKC”). However, the Company stopped
  producing the Printed Circuit Board in third quarter of 1999 as per
  management decision to transfer computer monitor production from
  Taiwan to Thailand and Capetronic (Kaohsiung) Corporation ceased its
  operation by end of 2000.

The Company’s investment structure

+----------------------------+-------------+--------+-----------------+
| Name of Company            | Place of    | Inve   | Investment      |
|                            | r           | stment | proportion by   |
|                            | egistration | prop   | Capetronic      |
|                            |             | ortion | Computer        |
|                            |             |        | Products        |
|                            |             |        | Holdings        |
|                            |             |        | Limited         |
|                            |             |        |                 |
|                            |             |        | or              |
|                            |             |        |                 |
|                            |             |        | Capetronic      |
|                            |             |        | Computer        |
|                            |             |        | Peripherals     |
|                            |             |        | Holdings        |
|                            |             |        | Limited         |
+----------------------------+-------------+--------+-----------------+
| Capetronic (Thailand)      | Thailand    | 100%   | -               |
| Limited                    |             |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic Computer        | British     | 50%    | -               |
| Products Holdings Ltd.     | Virgin      |        |                 |
|                            | Island      |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic Computer        | Bahamas     | 50%    | -               |
| Peripheral Holdings Ltd.   |             |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic (Kaohsiung)     | Taiwan      | -      | 97.3% in common |
| Corporation.               |             |        | stock           |
|                            |             |        |                 |
|                            |             |        | 100% in         |
|                            |             |        | preferred stock |
+----------------------------+-------------+--------+-----------------+
| Capetronic Computer USA    | Bermuda     | -      | 100%            |
| (HK) Ltd.                  |             |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic China (Panyu)   | Hong Kong   | -      | 100%            |
| Ltd.                       |             |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic (UK) Ltd.       | U.K.        | -      | 100%            |
+----------------------------+-------------+--------+-----------------+
| Capetronic Computer Inc.   | USA         | -      | 100%            |
+----------------------------+-------------+--------+-----------------+
| Capetronic Computer Sales  | Hong Kong   | -      | 100%            |
| Ltd.                       |             |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic Computer        | British     | -      | 100%            |
| International Ltd.         | Virgin      |        |                 |
|                            | Island      |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic International   | Hong Kong   | -      | 100%            |
| Export Ltd.                |             |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic Management      | Hong Kong   | -      | 100%            |
| Services Ltd.              |             |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic Computer USA    | British     | -      | 100%            |
| (HK) Limited               | Virgin      |        |                 |
|                            | Island      |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic Multimedia      | Singapore   | -      | 100%            |
| Development Pte Ltd.       |             |        |                 |
+----------------------------+-------------+--------+-----------------+
| Capetronic USA             | USA         | -      | 100% through    |
| Manufacturing Inc.         |             |        | Capetronic      |
|                            |             |        | Computer Inc.   |
+----------------------------+-------------+--------+-----------------+
| Capetronic Computer USA    | USA         | -      | 100% through    |
| (HK) Inc                   |             |        | Capetronic      |
|                            |             |        | Computer Inc.   |
+----------------------------+-------------+--------+-----------------+
| Teletech Sales Ltd.        | Thailand    | 20%    | -               |
+----------------------------+-------------+--------+-----------------+

  The Company’s investment structure classified by nature of business:

Manufacturing

Name of Company Nature of business

1. Capetronic International (Thailand) Plc. Manufacturer of Computer
Monitors (Thailand)

 Sales

Name of Company Nature of business

 1. Capetronic Computer USA (HK) Ltd. (BVI) Sale of computer monitors, contact customers for Cape Group, located in Hong Kong.

 2. Capetronic Computer Sales Ltd. Sale of computer monitors, contact customers for Cape Group, located in Hong Kong.

 3. Capetronic Computer International Ltd. Sale of computer monitors, contact customers for Cape Group, located in Hong Kong.

4. Teletech Sales Ltd. Sale of televisions.

Services

Name of Company Nature of business

1. Capetronic (UK) Ltd. Provides after sales services in Europe, located in U.K.

2. Capetronic USA Manufacturing Inc. Provides after sales services in the USA, located in USA

3. Capetronic Multimedia Development Pte Ltd Research and Development

Investment 

Name of Company Nature of business

1. Capetronic Computer Products Holdings Ltd Holding Company

2. Capetronic Computer Peripherals Holdings Holding Company

Ltd

3. Capetronic Computer Inc. Holding Company

 Management 

Name of Company Nature of business

1. Capetronic International Export Ltd. Management

2. Capetronic Management Services Ltd Management

 Dormant 

Name of Company Nature of business

 1. Capetronic China (Panyu) Ltd Dormant

2. Capetronic Computer USA (HK) Ltd Dormant

 (Bermuda)

3. Capetronic International Export Ltd. Dormant

4. Capetronic Computer Inc. Dormant

5. Capetronic Computer USA (HK) Inc. Dormant

6. Capetronic USA Manufacturing Dormant

3. Capetronic (Thailand) Ltd. Ceased operations upon the transfer of its
computer monitor production to Capetronic International (Thailand) Plc.
Its original objective was the manufacture of computer monitors during
the initial phase of operations.

 Liquidation

 Name of Company Nature of business

1. Capetronic (Kaohsiung) Corporation. Complete the liquidating.
Previously it was manufacturer of computer monitors in Taiwan

 Structure of the Company, its Subsidiary and Associated Companies as of 31^(st) December 2001.

2.  Structure of Revenues

(Unit : Million Baht)

+-------+---------+------+-------+-----+-------+-----+-------+-----+
| PR    | COMPANY | % OF | 2001  |     | 2000  |     | 1999  |     |
| ODUCT |         |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       |         | HOL  | REV   | %   | REV   | %   | REV   | %   |
|       |         | DING | ENUES |     | ENUES |     | ENUES |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       |         |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
| COM   | CTL -   | 100  | -     | -   | -     | -   | -     | -   |
| PUTER | export  |      |       |     |       |     |       |     |
|       |         | -    | -     | -   | -     | -   | -     | -   |
| MO    | - local |      |       |     |       |     |       |     |
| NITOR |         |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       | CITL -  | -    | 5,430 | 100 | 1     | 100 | 1     | 97  |
|       | export  |      |       | .00 | 1,959 | .00 | 1,089 | .97 |
|       |         | -    |       |     |       |     |       |     |
|       | - local |      |       | -   | -     | -   |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       | CCPH -  | 50   | -     | -   | -     | -   | -     | -   |
|       | export  |      |       |     |       |     |       |     |
|       |         | -    | -     | -   | -     | -   | -     | -   |
|       | - local |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       |         |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
| PR    | CTL -   | 100  | -     | -   | -     | -   | -     | -   |
| INTED | export  |      |       |     |       |     |       |     |
| CI    |         | -    | -     | -   | -     | -   | -     | -   |
| RCUIT | - local |      |       |     |       |     |       |     |
|       |         |      |       |     |       |     |       |     |
| BOARD |         |      |       |     |       |     |       |     |
| ASSEM |         |      |       |     |       |     |       |     |
| BLIES |         |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       | CITL -  | -    | -     | -   | -     | -   | 230   | 2   |
|       | export  |      |       |     |       |     |       | .03 |
|       |         | -    | -     |     | -     |     |       |     |
|       | - local |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       | CCPH -  | 50   | -     | -   | -     | -   | -     | -   |
|       | export  |      |       |     |       |     |       |     |
|       |         | -    | -     | -   | -     | -   | -     | -   |
|       | - local |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       | Total - |      | 5,430 | 100 | 1     | 100 | 1     | 100 |
|       | export  |      |       | .00 | 1,959 | .00 | 1,319 | .00 |
|       |         |      |       |     |       |     |       |     |
|       | Total - |      |       | -   | -     | -   | -     | -   |
|       | local   |      |       |     |       |     |       |     |
+-------+---------+------+-------+-----+-------+-----+-------+-----+
|       | Grand   |      | 5,430 | 100 | 1     | 100 | 1     | 100 |
|       | total   |      |       | .00 | 1,959 | .00 | 1,319 | .00 |
+-------+---------+------+-------+-----+-------+-----+-------+-----+

  Remark : CTL = Capetronic (Thailand) Limited

  CITL = Capetronic International (Thailand) Public Company Limited

  CCPH = Capetronic Computer Products Holdings Limited