Part 2 Management and Corporate Governance

7.  Securities and Shareholder Information

    0.  7.1 Registered Capital and Paid Up Capital

  Registered Capital : 454,029,949 THB Include

  454,029,949 Number of ordinary shares with par value of 1 baht per
  share.

  Paid Up Capital : 302,686,717 THB Include

  302,686,717 Number of ordinary shares with par value of 1 baht per
  share.

1.  7.2 SHAREHOLDER STRUCTURE

    As at January 31, 2016, the Company's largest shareholder is the
    family Suwannapasri. Holds 61.58 percent of its paid up capital
    consists of shares held indirectly through the Company's Union
    Petrochemical Company Limited (the Company), holding 59.99 percent
    of its paid up capital. And directly holds 1.59 percent of the
    paid-up capital. There were minor shareholders representing 38.42
    percent of its paid up capital

The Company top 10 major shareholders as of January 31, 2016 which is
the book closing date, is described below:

+---------+--------------------------------+----------+---------------+
| No.     | Name of Shareholders           | Number   | Shareholder   |
|         |                                | of       | Ratio (%)     |
|         |                                | Shares   |               |
|         |                                | (Shares) |               |
+---------+--------------------------------+----------+---------------+
| 1.      | Union Petrochemical Plc.^(/1)  | 181      | 59.99         |
|         |                                | ,596,466 |               |
+---------+--------------------------------+----------+---------------+
| 2.      | Suwannapasri Group             | 2        | 0.88          |
|         |                                | ,656,900 |               |
|         | 2.1 Miss Chatprapha            |          |               |
|         | Suwannapasri                   |          |               |
+---------+--------------------------------+----------+---------------+
|         | 2.2 Mr. Perajed Suwannapasri   | 2        | 0.71          |
|         |                                | ,157,734 |               |
+---------+--------------------------------+----------+---------------+
|         | 2.3 Mrs. Kanjana Suwannapasri  | 2,327    | 0.00          |
+---------+--------------------------------+----------+---------------+
|         | 2.4 Miss Suthida Suwannapasri  | 2,327    | 0.00          |
+---------+--------------------------------+----------+---------------+
|         | 2.5 Miss Piyanan Suwannapasri  | 2,327    | 0.00          |
+---------+--------------------------------+----------+---------------+
|         | 2.6 Miss Piyada Suwannapasri   | 2,327    | 0.00          |
+---------+--------------------------------+----------+---------------+
|         | 2.7 Mr. Perapol Suwannapasri   | 2,327    | 0.00          |
+---------+--------------------------------+----------+---------------+
|         | Suwannapasri Group have shares | 4        | 1.59          |
|         | totally                        | ,826,269 |               |
+---------+--------------------------------+----------+---------------+
| 3.      | Mrs. Kanok-orn Bodinrat        | 12       | 4.16          |
|         |                                | ,600,000 |               |
+---------+--------------------------------+----------+---------------+
| 4.      | Miss Wananthorn                | 11       | 3.70          |
|         | Kitvanitsathien                | ,190,000 |               |
+---------+--------------------------------+----------+---------------+
| 5.      | Miss Kanda SaThanakunphanit    | 9        | 3.08          |
|         |                                | ,313,474 |               |
+---------+--------------------------------+----------+---------------+
| 6.      | Mr. Suparoj Rojvera            | 7        | 2.54          |
|         |                                | ,701,800 |               |
+---------+--------------------------------+----------+---------------+
| 7.      | Thai.N.V.D.R Co.,Ltd.          | 4        | 1.56          |
|         |                                | ,713,834 |               |
+---------+--------------------------------+----------+---------------+
| 8.      | Miss Kodchaporn Cherdchusrisub | 2        | 0.82          |
|         |                                | ,479,000 |               |
+---------+--------------------------------+----------+---------------+
| 9.      | Mr. Aekchai Nimpongsuk         | 2        | 0.74          |
|         |                                | ,240,100 |               |
+---------+--------------------------------+----------+---------------+
| 10.     | Mr. Suthi Luknasuthin          | 2        | 0.66          |
|         |                                | ,000,000 |               |
+---------+--------------------------------+----------+---------------+
|         | Other                          | 64       | 21.16         |
|         |                                | ,025,774 |               |
+---------+--------------------------------+----------+---------------+
|         | Total                          | 302      | 100.00        |
|         |                                | ,686,717 |               |
+---------+--------------------------------+----------+---------------+

Remark

  /1 - Union Petrochemical Plc. Is listed on the Stock Exchange of
  Thailand. Import business and distributor of chemicals. The company's
  products include solvents (Solvents) which is a commercially available
  product (Commodity Solvent) for use as a solvent, which is a component
  in the manufacture of products in various industries. The family
  Suwannapasri Largest shareholder, holding approximately 55 percent of
  the share capital.

7.3 Issued securities

Warrants to purchase common shares of the Company # 1 (GIFT-W1).

Annual General Meeting of Shareholders for the year 2558 on April 21,
2558 has approved the issuance and offering of warrants to purchase
common shares of the Company # 1 (GIFT-W1) to be allocated to the
existing shareholders of the Company. the ratio of 2 existing shares to
1 warrant. According stake Without charge The objective is to use the
proceeds from the exercise of such a project as a funding round for the
operation of the company.

  ----------------------- --- ---------------------------------------------
  Type of offering        :   Warrants for rights to purchase ordinary
  Security                    shares of Gratitude Infinite Public Company
                              Limited No.1 (“Warrant “or “GIFT-W1“)

  Type of Warrant         :   Naminated and transferable

  Numbers of Warrant in   :   Not exceed 151,343,316 (one hundred fifty one
  Issuance and offering       million three hundred forty three thousand
                              three hundred and sixteen) units.

  Numbers of new ordinary :   151,343,316 (one hundred fifty one million
  shares to be issued to      three hundred forty three thousand three
  accommodate the             hundred and sixteen) shares, accounting for
  Warrants                    ratio at 49.99% of the paid-up registered
                              capital (302,686,633 shares) (par value of
                              THB 1.00 per share)

  Offering Method         :   Warrant shall be allocated to the existing
                              shareholders of the Company (Rights Offering)
                              at the ratio of 2 ordinary shares to 1
                              Warrants.

  Offering Price          :   0.00 THB (zero THB)

  Date of Issuance and    :   April 30, 2015
  offering                    

  First Exercise Date     :   October 30, 2015 (Since October 31, 2015
                              occurs on the holiday, the exercise date
                              shall be moved forward to the last business
                              day prior to the exercise date)

  Last Exercise           :   April 29, 2018
  Date/Expiry Date            

  Tenor                   :   3 years from the date of Issuance and
                              Offering of warrants (From April 30, 2015 to
                              April 29, 2018)

  Exercise Ratio          :   1 unit of warrant has the right to purchase 1
                              unit of ordinary share (except for any
                              subsequent adjustments of right of the
                              Warrant)

  Exercise Price          :   THB 2.00 (two THB) per one unit of ordinary
                              share (subject to change as per right
                              adjustment conditions)

  Exercise Period         :   Warrant holders shall be able to exercise
                              their rights to purchase the company’s
                              ordinary every 6 months, on the last day of
                              June and December in each calendar year until
                              the maturity date of Warrants. For this, the
                              first exercise date that Warrant holders can
                              exercise their right (“1st Exercise Date”)
                              will be on October 30, 2015 (Since October
                              31, 2015 occurs on the holiday, the exercise
                              date shall be moved forward to the last
                              business day prior to the exercise date) and
                              the last exercise date that Warrant holders
                              can exercise their right (“Last Exercise
                              Date”) is 3 years after the date indicated in
                              the Warrants, which will be on April 29,
                              2018. (the event that the exercise date
                              occurs on the holiday, the exercise date
                              shall be moved forward to the last business
                              day prior to the exercise date).

  Secondary Market for    :   The Company shall proceed to list these
  Warrants                    issued and offered warrants on the Market for
                              Alternative Investment (mai)

  Secondary Market for    :   The Company shall apply newly issued ordinary
  Shares from Exercising      share from exercise of warrant to be listed
  Warrants                    on the Market for Alternative Investment
                              (mai)
  ----------------------- --- ---------------------------------------------

Results of the exercise

The 1^(st) exercise period of GIFT-W1 on October 30, 2015 have Number of
exercising 1 Person as Number of new common stock 84 Shares

3.  7.4 Dividend Payment Policy

Should there is no extra expense for further investment is business
expansion and cash flow is adequate, our dividend policy is based on an
annual pay-out ratio of 40% of net income. Dividend pay-out may very as
per financial needs of the business but will be on the ground to provide
utmost benefits to the shareholders. The dividend payout recommended by
Board of Directors must be proposed for approval during shareholder’s
general meeting. However, Board of Directors is authorized to approve
interim dividend and will report to shareholders in the next meeting.

Summary dividend 4 years

  --------------------------- ---------- ---------- ------------ -----------
                              2012       2013       2014         2015

  Earnings Per Share *        0.41       0.23       0.25         0.31

  Devidend Per Share          0.446      0.208**    0.47281***   0.07****

  Devidend payout per margin  109.32     89.47      130.84       23.92
  --------------------------- ---------- ---------- ------------ -----------

Remark :

:

  * - Earning per share calcurate from net Margin / common stock at year
  end (Fully diluted)

  ** - The extraordinary general shareholders’ meeting No. 1/2013, which
  held on December 9, 2013 approved of interim dividend payment for
  9-month period of the year 2013 to the shareholders in the ratio of
  Baht 0.1852 per share. Total of interim dividend payment is Baht
  33,706,390.93 .The interim dividend payment by newly issued ordinary
  shares to the shareholders in the ratio of six (6) current shares per
  one (1) dividend share, not exceeding in total of 30,333,325 shares
  with par value of Baht 1 each or equivalent to Baht 0.1667 per share.
  And the interim dividend payment by cash to the shareholders of Baht
  3,373,065.93 or equivalent to Baht 0.0185 per share.

  The Annual General Shareholders’ Meeting for the year 2014, which was
  held on April 25, 2014 approval of dividend payment the remaining cash
  dividend amount of Baht 10,616,643.85 or equivalent to Baht 0.05 per
  share paid to the shareholders

  ***- The extraordinary general shareholders’ meeting No.1/2014, which
  held on December 12, 2014 approved of interim dividend payment for
  9-month period of the year 2014 by stock dividend and cash dividend to
  the shareholders. The interim dividend payout ratio of Baht 0.4728112
  per share. Total of interim dividend payment is not exceed Baht
  100,393,362.37 The interim dividend payment is divided to; The stock
  dividend in the ratio of two point three-five (2.35) current shares
  per one (1) dividend share, not exceeding in total of 90,354,415
  shares with par value of Baht 1 each or equivalent to Baht 0.4255300
  per share. And the cash dividend amount of Baht 10,039,353.22 or
  equivalent to Baht 0.0472812 per share.

  ****- The Board of Directors proposes a dividend for the year 2015 by
  paying a cash dividend to shareholders of the Company at the rate of
  Baht 0.07 per share for the shares issued in the amount of 302,686,717
  shares for a total amount of dividends paid. 21,188,070.19 Baht 23.92,
  representing a dividend yield of net profit after deduction of legal
  reserves. The dividend policy is to pay dividends that are not less
  than 40 percent as the company intends to keep cash to support its
  expansion in the future.

8. Management Structure

8.1 Organizational Structure

The management structure of the Company as at December 31, 2015

Structure of the Company, The Committee consists of 3 series, Including
the Board of Directors,

Audit Committee, Executive Board. The names and functions are as
follows.

1.  Board of Directors

The Board of Directors of the Company as at December 31, 2015 and
consists of a total of 12 persons

  -----------------------------------------------------------------------
  No.    Name                       Title
  ------ -------------------------- -------------------------------------
  1.     Mr. Jesadavat Priebjrivat  Chairman of Board
                                    Director/Independent Director

  2.     Mr. Khan Akaworawit        Chairman of Audit
                                    Committee/Independent Director

  3.     Miss.Dhollakhanis          Audit Committee/Independent Director
         Thengaummnuay              

  4.     Miss Siruswadi             Audit Committee/Independent Director
         Suthiworapunchai           

  5.     Mr. Perajed Suwannapasri   Chief Executive Officer/Director

  6.     Mr. Virat Suwannapasri     Director

  7.     Mrs. Kanjana Suwannapasri  Director

  8.     Miss Suthida Suwannapasri  Director

  9.     Miss Piyanan Suwannapasri  Director

  10.    Mr. Perapol Suwannapasri   Director

  11.    Mr. Karoon Srivijitranon   Director

  12.    Mr. Vissanu Meeyoo         Director
  -----------------------------------------------------------------------

Miss Pinyadapat Suwanchanavit as Corporate Secretary. Which was
appointed by the Board of Directors on February 22, 2012.

Authorized Director

There are 6 authorized directors namely Mr. Virat Suwannapasri, Mrs.
Kanjana Suwannapasri, Miss Suthida Suwannapasri, Miss Piyanan
Suwannapasri, Mr. Perajed Suwannapasri and Mr. Perapol Suwannapasri. 2
out of 6 authorized directors can sign the document with company seal to
perform business transaction on behalf of the company, but Mr. Virat
Suwannapasri and Mrs. Kanjana Suwannapasri are not authorized to sign
documents together.

The attached data of Directors and Controlling Shareholders and Company
Secretary. As detailed in Attachment 1.

Responsibilities of the Board of Directors

1.  Care and policies of the company, including policies of the
    business. Monetary policy Funding Policy Managed funds The Company's
    risk management policy.

2.  Consider the investment approval by the Budget. The company's
    investment program and overseeing the project according to planned.

3.  Oversee the operations of the company To be on target or better
    goals and define solutions to the problems there. To achieve the
    goals or more goals.

4.  The report provides general information and financial data of the
    company. To report to shareholders and other stakeholders or the
    general public properly. Timely and in accordance with the law.

5.  To acknowledge the critical examination of the Audit Committee. Or
    the Internal Audit Department The auditors And a consultant of the
    Company and is responsible for setting the guidelines for the
    revision. If the defect was found to be significant.

6.  Reviewing the adequacy and appropriateness. The system of internal
    control and risk management of the company.

7.  The process of creating a high-level executives of the company. In
    order to replace the continuous (Succession Plan).

8.  Appointment of Audit Committee And to approve the authority of the
    Audit Committee.

9.  Appointed board or committee assigned to any one or more persons or
    other persons to commit any of the Board of Directors. The
    delegation of authority such It mandatory Have no authority to
    approve such person or. Persons who may have conflict ("A person may
    have a conflict" shall have the meaning as set out in the
    announcement of the Securities and Exchange Commission) the interest
    or potential conflict of interest in any other company.

Unless the following shall be made only upon approval by the
shareholders first. However, the list of persons who may have a
conflict. Stakeholders Or there may be a conflict of interest with the
Company or any other company. The member's interest in the matter. There
is no right to vote on the matter.

-   The law requires a resolution of the shareholders' meeting.

-   The list of stakeholders and within the law. The Securities and
    Exchange Commission, or the terms of the stock mentioned must be
    approved by the shareholders' meeting.

-   In addition, the following must be approved by the Board of
    Directors and the shareholders' meeting by a vote of not less than
    three in four of the total votes of the shareholders present at the
    meeting and entitled to vote. Score

-   The sale or transfer of all or a substantial part, to any other
    person.

-   The purchase or acquisition of public companies or private companies
    by the company.

-   The amendment or termination of contracts About the company renting
    all or part of the delegation to attend the business management of
    the company. Or merger with other persons with the purpose of profit
    and loss.

-   Issuing new shares to pay off the creditors of the company according
    to the equity.

-   Reduction of capital By reducing the number of shares Or reduce the
    par value.

-   Increasing or decreasing capital, issuing debentures. The
    amalgamation or dissolution.

-   Other matters according to the law.

2.  Audit Committee

The Audit Committee of the Company as at December 31, 2015, the Board
comprised of independent directors whose experience, knowledge, ability
to meet the requirements of the Exchange. There are three members of the
Board of Directors. That is not a corporate executive, with the term of
office of three years.

  ----- --------------------------- --------------------------------------
  No.   Name                        Title

  1.    Mr. Khan Akaworawit         Chairman of Audit
                                    Committee/Independent Director

  2.    Miss.Dhollakhanis           Audit Committee/Independent Director
        Thengaummnuay               

  3.    Miss Siruswadi              Audit Committee/Independent Director
        Suthiworapunchai            
  ----- --------------------------- --------------------------------------

  Remark : * The Audit Committee has the knowledge and experience to
  review creditability of the financial reports.

Miss Pinyadapat Suwanchanavit as Corporate Secretary. Which was
appointed by the Board of Directors on February 22, 2012.

Powers and duties of the Audit Committee

Form Board of Directors conference in 2010 No. 4 held on April 28, 2010
also assigned as follow:

1.  To review the Company’s financial reporting process to ensure that
    it is accurate and adequate

2.  To review the Company’s internal control system and internal audit
    system to ensure that they are suitable and efficient, to determine
    and internal audit unit’s independence, as well as to approve the
    appointment, transfer and dismissal of the chief of an internal
    audit unit or any other unit in charge of and internal audit.

3.  To review the performance of the Company to ensure compliance with
    the Securities and Exchange low, regulations of The Stock Exchange
    of Thailand or laws relating to the Company’s business.

4.  To consider select and a nominate an external auditor of the Company
    ,Including recommendation of remuneration of the external auditor
    and to attend a meeting with the auditor without the presence of the
    management so least once a year.

5.  To review the connected transactions, or the transaction that may
    lead to conflicts of interests to ensure that they are in compliance
    with the laws and regulations of the Stock Exchange of Thailand and
    are reasonable and for the highest benefit of the Company.

6.  To prepare, and to disclose in the Company’s annual report , and
    Audit Committee’s report which must be signed by the Chairman of the
    Audit Committee and should consist of information as follows

-   An opinion on the accuracy, completeness and creditability of the
    Company’s financial report.

-   An opinion on the adequacy of the Company’s internal control system.

-   An opinion on the compliance with the law and regulations of The
    securities and Exchange, and regulations of the Stock Exchange of
    Thailand or the laws relating to the Company’s business.

-   And opinion on the suitability of and auditor.

-   An opinion on the transactions that may lead to conflicts of
    interests.

-   The number of the Audit Committee meeting, and the attendance of
    such meeting by each committee member.

-   An opinion or overview comment received by the Audit Committee from
    its performance of duties in accordance with the charter.

-   Other transactions which. According to the Audit Committee’s
    opinion, should be known to the shareholders and general investors,
    subject to the scope of duties and responsibilities assigned by the
    Company’s board of directors.

7.  Acts as the Nomination Committee To consider and recommend the
    appointment of a person who is qualified to be elected as Directors.
    And senior management positions

8.  Serving as board remuneration. To determine the format and
    presentation of the Remuneration of Directors.

9.  Acts as a risk management committee. The risk assessment and
    proposed risk management to the Board of Directors and / or
    management of the company to put into practice.

10. Perform other tasks as assigned by the Board with the approval of
    the Audit Committee.

3.  Executive Board

  As of December 31, 2015, there are 4 members in executive board
  namely:

  ------ ------------------------------ ----------------------------------
  No.    Name                           Title

  1.     Mr. Perajed Suwannapasri       Chief Executive Board/Director

  2.     Mr. Perapol Suwannapasri       Director

  3.     Mr. Karoon Srivijitranon       Director

  4.     Mr. Vissanu Meeyoo             Director
  ------ ------------------------------ ----------------------------------

Miss Pinyadapat Suwanchanavit as Corporate Secretary. Which was
appointed by the Board of Directors on February 22, 2012.

The attached data of Directors and the controlling company, as detailed
in Appendix 1.

Powers and duties of the Executive Committee

Form Board of Directors conference in 2010 No. 4 held on April 28, 2010
also assigned as follow:

1. Provide the policy and strategic , management structure in the
company's operations requiring consistent and support the economy and
the competition that has announced to the shareholders. Presented to the
Board for approval.

2. Provide the business plans and business operations in accordance with
the objectives assigned by the Board of Directors. And have the power to
supervise the operations management of a company. According to business
policies Business plan and business strategy, the Board of Directors has
approved, under the rules and regulations and the Articles of
Association. To be effective Conditions conducive to business operations

3. Provide the structure, organization and administration. To cover the
remuneration policy and welfare. Salary structure And an overview of the
recruitment, training, hiring, appointment, transfer, dismissal of
employees.

4. Approval and implementation of various financial transactions
involving the Company's normal. To limit the regulatory authority which
approved by the Board of Directors. If exceed that amount to be
submitted to the approval of the Board of Directors.

5. To monitor the implementation of the Company targets. According to
the business plan is approved.

6. To consider and approve the procurement. Investments Including the
trading company's fixed assets. The committee will submit to the Board
of Directors. If the procurement and from investments including the
trading company's fixed assets is beyond the scope and budget assigned
by the Board of Directors.

7. To consider the profit or loss of the Company and payment of interim
dividend for the year. Propose to the Board of Directors

8. The Board of Directors also voted in favor of the two directors of
the board of directors signed. With company seal the power of attorney
of the company. The appointee can do useful work-related activities in
behalf of the official.

9. Perform other duties as assigned from time to time.

The delegation of authority above the board of Directors. It does not
include the power to approve any transaction that he or anyone who may
have a conflict of interest or a conflict of interest. (In accordance
with the Company and by the Office of the Securities and Exchange Act)
with the Company or its subsidiaries. The transaction will be presented
to the Board. To the Board for approval. The executive directors and
persons who may have conflicts of interest will not be entitled to vote
at the meeting of the Board of Directors in such.

4.  Executive officer

As of December 31, 2015, there are 6 executive officers as follows:

  ------- ----------------------------- ---------------------------------
  No.     Name                          Title

  1.      Mr. Perajed Suwannapasri      Chief Executive Officer

  2.      Miss Patcharee Niyompattama   Director of Sales & Marketing

  3.      Miss Wanvadee Hongthong       Director of Management Center

  4.      Miss Patpimon Tangbanjerdsuk  Purchasing Manager

  5.      Miss Wanvadee Hongthong       Accounting & Financial Manager

  6.      Mr.Kanapot Authaiwattana      Warehouse & Logistic Manager

  7.      Mr.Kunchit Supkun             Inventory Manager
  ------- ----------------------------- ---------------------------------

Powers and duties of Chief Executive officer

Form Board of Directors conference in 2010 No. 4 held on April 28, 2010
also assigned as follow:

1.  Supervise the business operation of the Company and /or manage the
    company.

2.  The action or practice in accordance with the business plan and
    budget approved by the Board of Directors.

3. Approve and authorize the disbursement approval to purchase products
as a normal business transaction. Purchase of property and property
rental. And to approve financial transactions of the Company in the
amount of regulations. Regulatory authority which approved by the Board
of Directors.

4. The power to issue an order declaring the regulations to provide for
the policy. And the interests of and to maintain discipline in the
organization work.

5 Authorized to hire, appoint, dismiss the initial wage offer reward or
benefit. Raise the salary and bonus , as well as appointed
representative employers in the provident fund of company. And other of
the employees .

6. Authorized to represent the company and the presence of outsiders in
related and beneficial to the company.

7. Approval of the appointment of advisors. Essential to the operation
of the company.

8 The Company is authorized to administer the affairs of the Company in
accordance with the rules, policies, procedures, rules Meeting of
Shareholders. And / or the Board of Directors of the Company in all
respects.

The delegation of authority to the Chief Executive Officer or to
authorize another person to the Chief Executive Officer's
recommendation. Does not include power and / or authority to approve any
transaction that he or anyone who may have a conflict or a conflict of
interest (The Articles of Association by the Office of the Securities
and Exchange) with the Company or subsidiaries. The approval of such
must be passed on the Board of Directors and /or The Shareholders'
Meeting consideration and approval in accordance with the Articles of
Association and laws. Unless approval is characterized by normal
commercial transaction of the company that is going to comply with the
Board of Directors has approved .

Defined authority limits

The Company is authorized to set a limit for operating a normal business
transaction of the Company. As follows:

[]

2.  Self-Assessment Committee

Board of Directors Requires the evaluation of the performance of the
Board of Directors. Both individually and of at least one year in order
to understand their responsibilities more clearly. Both help improve
relations with the management. And aware of the problems in recent years
to make it work more productive. The revised guidelines to adhere to the
principles of corporate governance. The form of the Company. Examples of
improved self-evaluation of the board of the Stock Exchange of Thailand.
As appropriate and consistent with the characteristics of the Board of
Directors. The results led to the execution of the next administration.

8.3 Structure and composition of the Board of Directors.

Board of Directors Has provided a number of directors to the company's
business. A total of 12 persons, of which six are executive directors,
non-executive directors, 6 of which four are independent.

Independent amounted to 33 percent of the Board of Directors is
composed.

1.  Mr. Jesadavat Priebjrivat

2.  Mr. Khan Akaworawit

3.  Miss.Dhollakhanis Thengaummnuay

4.  Miss Siruswadi Suthiworapunchai

The definition of "Independent Director"

The Company's definition of independent director is a director who is
the executive director. (Non-Executive Director) and is not involved in
business management and is the majority shareholder in the company. The
Company has determined. Features of the minimum requirements of the SEC
and the SET. By those who have been nominated as an independent
director. Qualified defined as follows.

1.  Shareholders does not exceed one percent of the shares with voting
    rights of the Company, its subsidiaries, affiliates or entities that
    may have conflict of interest shall be inclusive of the shares of
    the relevant committee of independent as well.

2.  Is or was a director, an employee, employees, consultants who
    receive a regular salary. Or Controlling Shareholders of the
    Company, its subsidiaries, affiliates or subsidiaries of the same.
    Or legal entities that have conflicts. Unless it is clear from the
    foregoing relationship not less than two years before the date of
    filing the application with the Office.

3.  A person who is related by blood or legal registration. In as
    father, mother, spouse, siblings, spouses and children, including
    the children of executives, major shareholders. Controlling
    Shareholders Or the person to be nominated as executive or
    controlling persons of the Company or its subsidiaries.

4.  Has or has had a business relationship with the Company, its
    subsidiaries, affiliates or entities that have conflicts. That may
    hinder their independent judgment. Including being or having been a
    major shareholder. Directors who are not Independent Directors Or
    executive Of the business relationship with the Company, its
    subsidiaries, affiliates or entities that have conflicts. Unless it
    is clear from the foregoing relationship not less than two years.
    Prior thereto filed with the SEC.

Business relationship in the first paragraph. The transaction is usually
done for commercial operations. Rental or lease of real estate
Concerning assets or services Or giving or receiving financial
assistance. By receiving loans or guarantees to assets pledged as
collateral for liabilities. As well as other similar behavior As a
result, the company has an ongoing obligation to pay to the other party.
Since three percent of the net tangible assets of the Company from
twenty million baht. Whichever is lower The debt obligation is
calculated according to the method of calculating the value of the
transaction as announced by the Stock Exchange of Thailand regarding
Disclosure of Information and Other Acts of Listed Companies Concerning
the Connected Transactions. Mutatis mutandis, but in consideration of
such indebtedness. The total debt incurred during the year prior to a
business relationship with the person.

5.  Or a former auditor of the Company, its subsidiaries, affiliates or
    entities that have conflicts. And is the majority shareholder. The
    independent non-executive director or managing partner of the audit
    firm. The auditor of the parent company, subsidiaries, affiliates or
    entities that may be contrary to the shin belong. Unless it is clear
    from the foregoing relationship not less than two years before the
    date of submission of the application to the office.

6.  Not being or having been a professional service at all. This
    includes serving as a legal advisor or financial advisor. Which has
    been charged over two million baht per year from its parent company,
    subsidiaries, affiliates or entities that may have conflict of
    interest in the case of professional services as a corporate entity.
    The offer includes a major shareholder. A member who is not a
    director, executive or managing partner. Providers of professional
    services as well. Unless it is clear from the foregoing relationship
    not less than two years prior to filing an application with the
    Office.

7.  Not being a director appointed as a representative of the Board of
    Directors. Its major shareholders Or shareholders who are related to
    the Company's major shareholders.

8.  Do not operate the same nature and in competition with the business
    of the applicant or its subsidiaries or partnerships that were in
    partnership. Or a director, an employee, consultant, employee
    salary. Or holding more than one per cent of the shares with voting
    rights of the company. The business of the same nature and in
    competition with the business of the applicant or its subsidiaries.

9.  There is no any other way that makes it impossible to provide an
    independent opinion about the company's operations.

10. Not being a director appointed by the Board of Directors to decide
    on the implementation of the Company, its subsidiaries, affiliates,
    subsidiaries of the same. Or entities that may have a conflict and
    not being a director of a listed company's parent company,
    subsidiaries, affiliates, subsidiaries, in the same order.

After being appointed as independent director with qualifications in
accordance with paragraph (1) to (10) and an independent director may be
assigned by the board. The decision to conduct the affairs of the
Company, subsidiaries, affiliates, subsidiaries of the same. Or legal
entities that have conflicts. The decision to form the tribunal
(Collective Decision) have.

8.4 Election of Directors and senior management.

Nomination of Directors

The selection of individuals to serve as directors of the company.
Although not yet appointed a Nominating Committee (Nominating Committee)
The Board of Directors will consider the criteria and procedures for
selection. The Board will consider selection criteria specified by
Section 68 of the Companies Act 2535 and the Securities and Exchange
Commission related. It also highlights the experience, knowledge and
ability. then the list of nominees to the shareholders for approval.

In the election of the Board of Directors The general meeting of
shareholders shall appoint. The majority of the rules and procedures as
follows.

1.  The shareholder has one vote for each share held.

2.  A meeting of shareholders to elect directors of those individuals
    who have been nominated as directors by the shareholders. The
    shareholders in the meeting have right to vote for people to be
    director in Board of Directors. The shareholder has one vote for
    each share held in the voting for the person who has been nominated
    for each director. And the vote could not be split

3.  The person who receives the most to the least votes respectively was
    elected as a director follow by the number of directors to be
    elected at the general meeting of shareholders. In case of a person
    who has been elected has an equal votes but exceed the number of
    positions, the Chairman of the meeting would be act as an arbiter to
    get the exact amount of the directors.

Nomination of Committee / Independent Director.

Board of Directors are an authority appoint the Audit Committees which
have not less than 3 persons and nominated from independent directors.
And one of those who have been selected as Audit Committee must be
people with expertise in accounting or finance. When the position is
vacant to less than 3 members, the Board of Directors or the
shareholders must be elect the new member within 3 months from the date
of the audit committee has fewer than 3 people.

Nomination of The executive level.

The Board of Directors is authorized to appoint the executive level. And
those recruited as Chief Executive Officer has to be capable of
management, leadership and has the leadership vision of the organization
to carry out the policies of the business as well.

5.  Development of Directors and Executives

Board of Directors Is dedicated to promoting and facilitating the
training and educating people about. Involved in the governance of the
Company, including the Board of Directors and the Executive Secretary of
the Company. A continuous operational improvements, including the course
of the Institute of Directors of Thailand (Thai Institute of Directors
Association: IOD) and of course Thailand.

6.  The Conference Board

The company held a board meeting on a regular basis. At least every
quarter And special meetings as deemed necessary by setting a clear
agenda in advance. And consider the results of operations on a regular
basis. The Board of Directors will have a secretary who prepared the
agenda of the meeting.

And consider the results of operations on a regular basis. The Board of
Directors will have a secretary who prepared the agenda of the meeting.
The Directors have considered and studied adequately. The meeting notes
And submit such reports to the directors individually as appropriate. As
well as the minutes from the Board of Directors approved the company's
system and the Board of Directors And the relevant checks. The Company
Policy regarding the number of board quorum. That there must be not less
than two directors in three of its members. And to constitute a quorum
at the board meeting to vote on every agenda.

To consider the Chairman of the Board, who serves as chairman of the
meeting will allow directors to express an independent opinion. In the
vote on the Board of Directors to hold a vote of the majority. The
director has one vote. Directors who have interests not to attend. Or
abstain from voting on the matter. If the votes are equal Chairman of
the meeting will cast a deciding vote.

Details of the annual meeting each director in 2015 are summarized
below.

+----------------------+------------------------+----------+-----------+
| Name                 | Title                  | The      |           |
|                      |                        | meetings |           |
|                      |                        | /        |           |
|                      |                        | con      |           |
|                      |                        | ferences |           |
|                      |                        | (times). |           |
+======================+========================+==========+===========+
|                      |                        | Board of | The Audit |
|                      |                        | D        | Committee |
|                      |                        | irectors |           |
+----------------------+------------------------+----------+-----------+
| Mr. Jesadavat        | Chairman of Board      | 4/4      | -         |
| Priebjrivat          | Director/              |          |           |
|                      |                        |          |           |
|                      | Independent Director   |          |           |
+----------------------+------------------------+----------+-----------+
| Mr. Khan Akaworawit  | Chairman of Audit      | 3/4      | 3/4       |
|                      | Committee/Independent  |          |           |
|                      | Director               |          |           |
+----------------------+------------------------+----------+-----------+
| Miss.Dhollakhanis    | Audit                  | 3/4      | 3/4       |
| Thengaummnuay        | Committee/Independent  |          |           |
|                      | Director               |          |           |
+----------------------+------------------------+----------+-----------+
| Miss Siruswadi       | Audit                  | 4/4      | 4/4       |
| Suthiworapunchai     | Committee/Independent  |          |           |
|                      | Director               |          |           |
+----------------------+------------------------+----------+-----------+
| Mr. Perajed          | Chief Executive        | 4/4      | -         |
| Suwannapasri         | Officer/Director       |          |           |
+----------------------+------------------------+----------+-----------+
| Mr. Virat            | Director               | 4/4      | -         |
| Suwannapasri         |                        |          |           |
+----------------------+------------------------+----------+-----------+
| Mrs. Kanjana         | Director               | -        | -         |
| Suwannapasri         |                        |          |           |
+----------------------+------------------------+----------+-----------+
| Miss Suthida         | Director               | 4/4      | -         |
| Suwannapasri         |                        |          |           |
+----------------------+------------------------+----------+-----------+
| Miss Piyanan         | Director               | 4/4      | -         |
| Suwannapasri         |                        |          |           |
+----------------------+------------------------+----------+-----------+
| Mr. Perapol          | Director               | 4/4      | -         |
| Suwannapasri         |                        |          |           |
+----------------------+------------------------+----------+-----------+
| Mr. Karoon           | Director               | 1/4      | -         |
| Srivijitranon        |                        |          |           |
+----------------------+------------------------+----------+-----------+
| Mr. Vissanu Meeyoo   | Director               | 3/4      | -         |
+----------------------+------------------------+----------+-----------+

Remark * Can not attend the meeting due next mission.

7.  Term of Holding a position

Board of Directors Has provided a number of directors to the company's
business. A total of 12 persons, of which six are executive directors,
non-executive directors, of which six are independent of the term of
office of four members of the Board for a term of three years.

For independent directors The Company has a policy limiting the number
of years on the tenure of independent directors to a maximum of nine
consecutive years of maturity 9 years will have space for at least two
consecutive years, the details of the directors are independent
individually below.

+----------------------+-------+-----+--------------+--------+-------+
| Name                 | Date  | L   | Of Directors | Recru  | The   |
|                      | appo  | ast |              | itment | a     |
|                      | inted | y   |              | /      | ppoin |
|                      |       | ear |              | appoi  | tment |
|                      |       | se  |              | ntment | of    |
|                      |       | lec |              | as     | the   |
|                      |       | ted |              | di     | next  |
|                      |       |     |              | rector |       |
|                      |       |     |              | in     |       |
|                      |       |     |              | 2015.  |       |
+----------------------+-------+-----+--------------+--------+-------+
| 1.  Mr. Jesadavat    | 18/3  | 2   | Chairman of  | No     | 2018  |
|     Priebjrivat      | /2010 | 015 | Board        |        |       |
|                      |       |     | Director/    |        |       |
|                      |       |     | Independent  |        |       |
|                      |       |     | Director     |        |       |
+----------------------+-------+-----+--------------+--------+-------+
| 2.  Mr. Khan         | 18/3  | 2   | Chairman of  | No     | 2018  |
|     Akaworawit       | /2010 | 015 | Audit        |        |       |
|                      |       |     | Committee/   |        |       |
|                      |       |     |              |        |       |
|                      |       |     | Independent  |        |       |
|                      |       |     | Director     |        |       |
+----------------------+-------+-----+--------------+--------+-------+
| 3.  Miss.Dholl       | 18/3  | 2   | Audit        | No     | 2016  |
| akhanisThengaummnuay | /2010 | 013 | Committee/   |        |       |
|                      |       |     |              |        |       |
|                      |       |     | Independent  |        |       |
|                      |       |     | Director     |        |       |
+----------------------+-------+-----+--------------+--------+-------+
| 4.  Miss Siruswadi   | 18/3  | 2   | Audit        | No     | 2016  |
|     Suthiworapunchai | /2010 | 013 | Committee/   |        |       |
|                      |       |     |              |        |       |
|                      |       |     | Independent  |        |       |
|                      |       |     | Director     |        |       |
+----------------------+-------+-----+--------------+--------+-------+

Remark : * Four independent directors, the independent directors would
you count from last year include the appointment of 5 years.

8.  The Company Secretary.

To enhance the knowledge of the Company Secretary. And Corporate
Secretary duties effectively. The company secretary of the company must
pass a training course, such as the basic laws and regulations relating
to listed companies, general practitioners Corporate Secretary As well
as attending various seminars Organized by the Stock Exchange of
Thailand and the Thai Institute of Directors (IOD).

The Board of Directors on February 22, 2012 the Board of Directors. Has
appointed Ms. Pinyadapat Suwanchanavit (formerly Miss Piyathida
Suwanchana) Company Secretary. A competent Through the training course
related to the duties of the Corporate Secretary. The duty to comply
with Section 89/15 of the Securities Exchange Act of 1992 and amended by
the Securities and Exchange Act (No. 4) BE 2008, the duties and
responsibilities of the Company Secretary are as follows.

1.  A center to store important documents.

2.  Registration Committee.

3.  Meeting of the Board of Directors and shareholders' meetings. Notice
    of meeting and Conference reports.

4.  The resolutions and policies of the Board and shareholders,
    executives and associated tracking and resolution of such policies
    through the President.

5.  Care to disclose information and report to the responsible
    regulatory authorities in accordance.

6.  Laws, regulations and policies, disclosure of the company.

7.  Contact and communication with shareholders. To acknowledge the
    rights Shareholders' equity And company news.

8.  Providing news and information to directors On issues related to the
    business of the company. To undertake the duties of directors.

9.  Other matters as assigned by the Board of Directors.

Biographies of Company Secretary

Name : Miss Pinyadapat Suwanchanavit

  Education : Bachelor of Accountancy University of South-East Asia.

  Property : The ability to coordinate. The Summary The minutes of a
  streamlined operation. With initiative good

5.  Remuneration of Directors and Executives

Compensation in Cash

Remuneration for Board and Committee

The Annual General Meeting of Shareholders for the year 2015 on April
21, 2015 approved the remuneration of the Board of Directors totaled
less than 1.9 million baht as detailed below.

  -------------------------------- --------------------------------------
  Position                         Allowance (Baht / month).

  Chairman of Board Director       41,000

  Chairman of Audit Committee      21,000

  Audit Committee                  16,000

  Director                         8,000
  -------------------------------- --------------------------------------

In 2015, the Company had a total of four meetings of the Board and the
Compensation Committee are as follows.

+---------------------+-------------+------+-------+-------+--------+
| Name                | Position    | Nu   | Direc |       |        |
|                     |             | mber | tors' |       |        |
|                     |             | of   | re    |       |        |
|                     |             | A    | muner |       |        |
|                     |             | tten | ation |       |        |
|                     |             | dees | (     |       |        |
|                     |             |      | Baht) |       |        |
+=====================+=============+======+=======+=======+========+
|                     |             |      | Board | The   | Total  |
|                     |             |      | of    | Audit |        |
|                     |             |      | Dire  | Comm  |        |
|                     |             |      | ctors | ittee |        |
+---------------------+-------------+------+-------+-------+--------+
| Mr. Jesadavat       | Chairman of | 4/4  | 49    | -     | 4      |
| Priebjrivat         | Board       |      | 2,000 |       | 92,000 |
|                     | Director    |      |       |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Mr. Khan Akaworawit | Chairman of | 3/4  | -     | 25    | 2      |
|                     | Audit       |      |       | 2,000 | 52,000 |
|                     | Committee/  |      |       |       |        |
|                     | Independent |      |       |       |        |
|                     | Director    |      |       |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Miss.Dhollakhanis   | Audit       | 3/4  | -     | 19    | 1      |
| Thengaummnuay       | Committee/  |      |       | 2,000 | 92,000 |
|                     |             |      |       |       |        |
|                     | Independent |      |       |       |        |
|                     | Director    |      |       |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Miss Siruswadi      | Audit       | 4/4  | -     | 19    | 1      |
| Suthiworapunchai    | Committee/  |      |       | 2,000 | 92,000 |
|                     |             |      |       |       |        |
|                     | Independent |      |       |       |        |
|                     | Director    |      |       |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Mr. Perajed         | Chief       | 4/4  | 9     | -     | 96,000 |
| Suwannapasri        | Executive   |      | 6,000 |       |        |
|                     | Offic       |      |       |       |        |
|                     | er/Director |      |       |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Mr. Virat           | Director    | 4/4  | 9     | -     | 96,000 |
| Suwannapasri        |             |      | 6,000 |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Mrs. Kanjana        | Director    | -    | -     | -     | -      |
| Suwannapasri*       |             |      |       |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Miss Suthida        | Director    | 4/4  | 9     | -     | 96,000 |
| Suwannapasri        |             |      | 6,000 |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Miss Piyanan        | Director    | 4/4  | 9     | -     | 96,000 |
| Suwannapasri        |             |      | 6,000 |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Mr. Perapol         | Director    | 4/4  | 9     | -     | 96,000 |
| Suwannapasri        |             |      | 6,000 |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Mr. Karoon          | Director    | 1/4  | 9     | -     | 96,000 |
| Srivijitranon       |             |      | 6,000 |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Mr. Vissanu Meeyoo  | Director    | 3/4  | 9     | -     | 96,000 |
|                     |             |      | 6,000 |       |        |
+---------------------+-------------+------+-------+-------+--------+
| Total               |             |      | 1,16  | 63    | 1,8    |
|                     |             |      | 4,000 | 6,000 | 00,000 |
+---------------------+-------------+------+-------+-------+--------+

Remark:* Ms. Kanchana Suwannapasri not receive allowances from March
2555 onwards, but still serves on the Board of Directors.

Remuneration for Executives

As at December 31, 2015, the Company's management of 6 persons who
served as directors of 1 person who was a director of another 5 people,
the company has to pay compensation to the management of the company as
follows.

  -------------- ------------ ----------- ------------ ----------- ------------ -----------
  Remuneration   2013                     2014                     2015         
  for Executives                                                                

                 No. of       Amount Paid No. of       Amount Paid No. of       Amount Paid
                 Executives   (Baht)      Executives   (Baht)      Executives   (Baht)

  Salary,        6            5,215,248   6            6,075,000   5            8,530,631
  Commission and                                                                
  Bonus*                                                                        

  Other Benefits 6            575,677     6            669,000     5            542,553
  (provident                                                                    
  fund, social                                                                  
  security fund                                                                 
  and O.T.)                                                                     

  Total                       5,790,925                6,744,000                9,073,184
  -------------- ------------ ----------- ------------ ----------- ------------ -----------

Other remuneration

  Other remuneration of Directors

  -No-

Other remuneration of Executive

Money fund The company has established a fund to management. The Company
contributed in the ratio of 2% -10% of salary in 2015, the company has
contributed to the fund for the four executives a total of 508,803 baht.

6.  Overseeing the operations of its subsidiaries.

A subsidiary company to produce nutritional products. The subsidiary
regulated by the CEO, the company has sent individuals to serve as
directors of the Company.

1)  Las Norwich Laboratories Limited number 2 out of 3 people is 67
    percent.

    5.  Control of insider information and company secrets.

The Board of Directors has established measures to prevent wrongful use
of inside information (Insider Trading) of the individual concerned. The
directors, executive officers and employees of the Group related
information. (Including spouses and minor children of such persons). The
penalty was imposed on the disclosure of information. Or bringing the
company to use for their own benefit, then policies to prevent inside
information to good use. The company announced on its website to the
management and staff get to know each other.

As well as providing a better understanding of the company's board and
management. In previous reports to the Securities Commission Securities
and Exchange Commission (SEC) under Section 59 of the Securities
Exchange Act of 1992. As well as to inform and regulations of the SEC
and the SET. To its Board of Directors And management as it has been
informed by the authorities on an ongoing basis. The Company The Company
also has a policy to disclose or report stock trading or holding shares
of the Company to the Board. And cooperation in informing the Board
about trading the stock at least one day prior to the transaction. The
reported purchase or sale of such shares shall include a list of related
persons under Section 258 of the Act. Securities and Exchange Act of
1992.

6.  Personnel

1.  Number of Personel

As at December 31, 2015 with a staff of 47 people (not including the
management 1 of them) is a permanent staff of 43 employees at the 4
celebrities are as follows.

  -----------------------------------------------------------------------
  Department            Number of                        
                        employees                        
                        (persons)                        
  --------------------- ---------------- --------------- ----------------
                        As at December   As at December  As at December
                        31, 2013         31,2014         31, 2015

  Sales & Marketing     16               19              19

  Warehouse & Logistics 12               16              12

  Accounting and        6                6               8
  Finance                                                

  General               6                6               8
  Administration                                         

  total                 40               47              47
  -----------------------------------------------------------------------

2.  Compensation in Cash

The company increased the number of personnel in a warehouse and sales
increased. The Company paid a monetary compensation to non-executive
employees, including salaries, commissions, bonus, Provident Fund
(Company contributed in the ratio of 2% -10% of salary) social security
fund. And overtime.

  --------------------------------- --------------- --------------- ---------------
  Type                              Remuneration                    
                                    Paid (Baht)                     

                                    2013            2014            2015

  Salary, commission and bonus      11,362,581.78   15,280,462.73   23,092,691.50

  Other Benefits Provident Fund,    1,614,379.42    719,687.24      1,870,695.75
  social securities fund and O.T.                                   
  and other fringe benefits                                         

  Total                             12,976,961.20   16,000,149.97   24,963,387.25
  --------------------------------- --------------- --------------- ---------------

Other compensation -No-

The Company has prepared a book. employee Handbook Distributed to all
employees in the organization. Get to know the rules and benefits will
be offered.

3.  Labor disputes within three years.

  - No-

4.  Policy Development

The company has put continuous effort on human resources development in
all levels to develop their personal and organizational skills,
knowledge and abilities to accomplish their task effectively, Human
resources development plan can be divided into 3 levels as follows

1.  Management Level : Focus on development on management skills,
    leadership and vision.

2.  Supervisor Level : Develop basic management skill such as coaching
    skills, team building, cooperation and effective communication both
    internally and externally. As well as foster learning on specific
    fields of work.

3.  Operation level: Construct knowledge and expertise on each function,
    motivate employee to develop themselves continuously and have good
    attitudes toward executives and the company.

    5.  The remuneration of the auditor

In 2015, the total remuneration of the auditors (Audit fee) are offered.

1.  The audit fee of 450,000 baht, 140,000 baht per quarter financial
    statements the auditors of subsidiary 140,000 baht, Total 1,010,000
    baht. The parties related to the auditor and the audit firm, Miss
    Siraporn Ouaanunkun, Mr. Supachai Phanyawattano, Mr. Krissada
    Lerdwana and Mrs. Chonlaros Suntiasvaraporn of EY Office Limited.
    The auditor has been approved by the SEC and not a person or entity
    related to the company. The auditor then 5 consecutive years.

2.  Other remuneration –No-

9. Corporate Governance

  9.1 Corporate Governance Policy

This policy is an integral part of the company’s value system to operate
business and support continuous and sustainable growth of the company.
To ensure that these basic tenets of corporate governance are met,
internal control and internal audit procedure are taken into account.
The Board regularly evaluates the effectiveness of internal control
system on yearly basis in order to ensure that the company operates the
business in the framework of good corporate governance mandated by Stock
Exchange of Thailand and will be disclosed in annual report as and form
56-1.

The Board of Director regularly reviews and reaffirms that business
practices are implemented in the framework of this policy. In addition,
after the company as been registered in Stock Exchange of Thailand, we
strictly follow the rules and regulation imposed by SEC and SET.

Code of Ethics

Code of Ethics for the Board, executive and employee has been defined to
ensure that all related parties perform their duties with honesty and
treat all groups of stakeholder equally and fairly. Everyone in the
company is committed to strictly follow this guideline.

Conflict of Interest

The guideline to avoid conflict of interest is on the ground that any
business transaction must be performed for the utmost benefits of the
company. The parties involving in any action that may incur conflict of
interest should report to the company about particular action and should
not participate in the approval process of such transaction.

The Audit Committee will submit the details on related transactions that
may cause conflict of interest to the Board of Director to find out
appropriate solution discreetly. Our business practices are strictly
complied with the rules and regulations mandated by SET to treat the
parties that may cause conflict of interest will be submitted to SET as
required and will be disclosed in financial statement, annual report as
and form 56-1.

Directors and executives are required to report to stakeholders and the
Update are updated every time a change in the hunt. The report by the
stakeholders will be kept at the company secretary. With a copy to the
Chairman of the Board and Chairman of the Audit Committee informed every
time.

9.2 Committee

Board of Director appointed 2 subcommittees which are Audit Committee
and Executive Board to direct business strategy and monitor business
performance. The roles and responsibilities of Board of Director, Audit
Committee and Executive Board have been clearly defined and each entity
is independent to make decision and express their initiatives and
vision. The details mentioned under Section 8 management structure.

  Audit Committee : There are 3 audit committees who are assigned to
  review specific issue and report to Board of Director as required.
  Following authority and function which mentioned including internal
  control by Assist. Prof. Dhollakhanis Thengaummnuay 1 of the 3 members
  who has knowledge and experience are responsible for reviewing the
  financial budget.

  Executive Board : There are 4 members in Executive Board who is
  responsible to facilitate business performance within the authority
  assigned by Board of Director Such as authorize in transactions with
  financial institutions.

In addition, the person holding the position of Chairman of Board of
Director cannot hold the position of Chief Executive Officer in order to
prevent unlimited power of each individual. Board of Director is
authorized to screen and elect the candidate to fill in these positions.

Secretary to Board of Director is responsible to inform and advice Board
of Director on the rules and regulation to be abided, facilitate the
work of Board of Director as well as follow up the progress on the issue
assigned by Board of Director.

3.  Code of Best Practices

Code of Best Practices are an integral part of company’s business
practices, aiming to enhance business opportunities, ensure transparency
of the business and to increase efficiency of business management. All
steps are taken to ensure maximum profit to shareholders, investors and
all relevant parties. The company’s corporate governance initiatives are
based on 5 components:

1)  Shareholder Rights

At our company, the right of shareholders is highly concerned and the
company will not conduct any activities to violate or deprive
shareholder right and would encourage the shareholders to exercise their
rights. The basic right of shareholders includes the right to buy, sell
and transfer stocks, the right to acquire adequate information about
company’s business performance, the right to receive dividends, the
right to appoint or to remove Board and committee, the right for
approval on the appointment of independent auditor and the right to
attend and vote in shareholders’ general meeting on important issues
such as dividend payout, to determine or revise the company’s regulation
or memorandum of Association, to increase or decrease capital stock as
well as approval on other special occasions

Apart from aforementioned basic rights, the companies also encourage and
facilitate the shareholders to exercise their right by:

-   Holding annual shareholders’ general meeting within 4 months after
    the end of fiscal year. The invitation to the meeting, meeting
    agenda together with additional information on business performance
    will be sent to the shareholders 7 days or 14 days By the standards
    of the office. Sec., Or SET. Notices will be published in the
    newspaper for 3 consecutive days prior to the meeting date at least
    3 days. On the agenda will be discussed and objective reasons.
    Including the opinion of the committee composed.

-   Uploading additional information relevant to meeting agenda in
    company’s website and informing the shareholders on the right to
    attend the meeting as well as the right to vote.

-   In case shareholders are not able to attend the meeting, they may
    appoint proxies to vote for their shares by signing in the letter of
    authorization attached to meeting invitation.

-   Before general meeting, shareholders can send comment, suggestion or
    inquiry to company via email address of company’s Investment
    Relation Dept, or Secretary to Board of Director.

-   During the meeting, shareholders can comment, suggest and make
    inquiries to the Board and Committee to ensure that the shareholders
    have been given substantial information prior to making an approval
    on any issue. Experts or specialists on each working field are
    assigned by Board of Director to answer the question and provide
    information to shareholders as required.

-   All Board of Direct will participate in the meeting and the
    shareholders are welcome to ask for information and details
    concerning company’s business performance.

2)  Equal Treatment to Shareholders

The company is committed to establish equality among all groups of
shareholders- consisting of executive shareholders, non-executive
shareholders, foreign shareholders and minority shareholders by
following procedure.

-   Treat and facilitate all shareholders equally. No action shall be
    conducted to limit, violate or deprive shareholder rights.

-   Define that voting rights are equal to number of shares held. One
    share is equivalent to one vote.

-   Assign independent directors to take care of minority shareholders
    and shareholders can send suggestion or complaints to independent
    directors who will find proper solution for each issue. In case of
    complaints, independent director will review the matter of fact and
    find the right remedy for such issue. In case there is suggestion
    relevant to the benefits of stakeholders or relevant to business
    performance, independent director will propose this issue to
    shareholders’ general meeting for further review in shareholders’
    meeting agenda.

3)  Role of Stakeholders

The company is aware of the rights of all stakeholders, neither internal
stakeholders namely shareholders, executives and employees working for
the company, nor external stakeholders which are business competitors,
business partners and customers. The company realized that cooperation,
openness to comments and good relationship with all stakeholders are
essential to operate business as well as to develop and further expand
business. All stakeholders will be treated equally and fairly.
Guidelines for dealing with all groups of stakeholders are as follows.

-   Shareholders : The Company is a reliable organization for
    shareholders to invest their money in the business aiming to achieve
    long term business growth in compliance to internal control and
    audit system.

-   Employees : The Company recognizes that all employees are one of the
    most valuable resources to develop the organization to grow further.
    Thus the company always supports all staffs to enhance their
    potential and work as a team as well as to create pleasant and safe
    working environment for employee. All employees are treated equally
    and fairly accompanied by appropriate remuneration. The Company
    allows employees to attend training knowledge in various fields.
    Related to the work of self-held internally (In-House Training). Or
    The training was organized by the organization (Outsource Training).
    The company has a knowledge of policies and practices to combat
    corruption. Corrupt company. The Board encourages educating and
    training employees on environmental issues.

-   Business Partners : The company treats partners as a supplier
    fairly. And equal treatment of partners within the trade honestly.
    The principles of contractual obligations and commitments to the
    terms of trade with suppliers strictly. To develop business
    relationships that benefit both parties. The company has a policy of
    recruiting Selection and evaluation of suppliers. Registration by
    suppliers (Vendor List) and followed Update the information
    regularly.

-   Creditor : The Company has treated creditors fairly and equally. The
    policy on the implementation of a fair and responsible to the
    creditors. In particular, the terms of guarantee Equity financing
    And the event of default. And to disclose the practice to be aware
    of.

-   Competitors : Treat competitors with ethics in business. According
    to the rules of the competition. By avoiding competition with
    dishonest to destroy competitors. มีPolicies and practices relating
    to intellectual property rights are not violated. The Company is in
    the process of monitoring and evaluation to assess the risk of
    fraud, corruption.

-   Customers : The company is committed to producing quality products.
    And provide better service to customers. By trading with customers
    with honesty and fairness.

-   Society : The Company recognizes the importance of maintaining the
    environment of the surrounding community.

In addition, the Company has provided a channel for all stakeholders to
contact / complaints about potential problems (Whistle Blowing) with the
company directly via email. Directly to the Audit Committee Or send a
letter to Secretary of the Company. Independent directors to conduct an
investigation and find the right remedies. Or if a recommendation that
the independent directors have determined that it is important to
influence stakeholders as a whole. Or affect the business of the
company. Directors will propose at the next shareholders' meeting to
consider and determine the agenda for the AGM. The company has a policy
to protect the whistleblower in the crime.

The guidelines to treat all groups of stakeholder are clearly specified
in “Code of Ethics” which is distributed to all parties including board
and committee, executives and employees and this is the mission for
everyone in the company.

4)  Information Disclosure and Transparency

The company is obliged to make full disclosure of accurate and
transparent information concerning business performance such as
financial statement and other related documents in accordance with the
regulations form SEC and SET. Other information that would affect
company’s stock values or may impact the decision of investor and
stakeholders should also be disclosed fully.

Full information is disclosed to public through a variety of media under
the operation of SET or in company’s website at http://
www.gratitudeinfinite.co.th. Investor relation Dept. is assigned to
communicate and respond to inquiries from investors, shareholders,
analyst and related government officials. For further information,
please kindly contact Miss Wanvadeet Hongthong or Miss Pinyadapat
Suwanchanavit Tel 0-2888-6800 or 0-2888-7200 or at email address:
info@gratitudeinfinite.co.th

5)  Responsibilities of Board of Director

Board of Director consists of qualified members who gain expertise,
skills and wide range of experiences on business and management. Board
of Director is responsible to set overall business direction and
strategic goal, supervise business performance quarterly and monitor
internal control and internal audit system to ensure the utmost benefits
to the company and shareholders. The preparation of the business ethics
policy and code of conduct manual for members. Management and staff
Disclosed at the company's headquarters and on its website. Are charged
with monitoring compliance with the policy. By rewarding and punishing
those who violate or abuse the policy.

As of December 31.2015, there are 12 members of Board of Director
consisting of 4 non-executive directors abided by the guideline that
there should be at least 1 out of 3 independent directors from total
members in Board of Director. This is to ensure balance of power to
resolve on business and management issue as well as to monitor the
performance of the executives.

10. Corporate Social Responsibilities : CSR

10.1 Overview Policy

The company has a focus on social responsibility. The Board of Directors
and executive of the organization to emphasize the personnel in the
organization to work strictly follow by code of ethics and in the good
of the business.

10.2 Operation and Report

Company's auditors have reviewed the completeness, adequacy of the
implementation process. The internal audit examined the control system
in all processes of the company, asses risk, guide the development and
following revised regularly and the preparation of reports to the Board
of Directors.

10.3 Corporate Social Responsibilities in process

1. Operation of fairness.

The company has set a policy to treat customers and partners equally and
fairly. They also allow customers or partners have complaints or
comments. If you find that any of the defects, the company will receive
feedback on how to improve the performance and implement.

2. The anti-corruption corruption

In business, the Company has an internal controls and internal audit to
make sure that The performance of all stages are complete and accurate.
Adhere to the Code of Conduct Prevent corruption that may occur. A
monitoring system of internal control by an independent third party and
reported to the Audit Committee at all times. The Board of Directors has
the intention to take the company to join the anti-corruption NGO
corrupt by the year 2016, the Company will file an intent to
participate. And targeted to join such a successful private enterprise
by the year 2016 as well.

3. Respect for Human Rights

All members of society have equal rights to live in society. These
rights must not violate the rights of other members of society. The
Company respects the rights of the individual, such as freedom of
peaceful assembly without weapons. Freedom of religion Freedom of
movement and communication. Leave privileges equally in all positions.
Academic freedom The Company supports the training and knowledge related
to the work.

4. Fair Treatment of Workers

The wages are paid at the rate specified by law. A safety device for the
employees wear during operation are provided. And returns to employees
who can reach the target, would get the additional wages and appropriate
welfare.

5. Responsibilities to Consumers

The Company highly concern on the product. By each lot of each product
must have a certificate (COA) to guarantees to customers that will be
used or reproduced accurately.

6. Environmental Care

The Company manage waste disposal by an appropriate method, no chemicals
causing a problem in the community.

7. Community development or social

The company always cooperates with the community and society about
taking action follow the applicable laws and regulations that the firm
is also involved in tax payment to the public to be used for developing.

10.4 Events of Corporate social responsibility (CSR after process).

The Company recognizes the importance of social responsibility. The
activities include social responsibility. Are to donate to the White
Heart project, to resist with drug trafficking, donating money to
improve the school in three southern provinces, to donate to charity
activities of local communities and supporting the Buddhist activities.

The Company’s business is import of chemical product that involving with
environment. The Company always consider on providing the customer with
environmentally product.

The management of the organization All employees can participate in
giving feedback to reduce using of paper, electricity or fuel to get the
complaint to modified for living together happily and tidy.

10.5 Prevention is involved in corruption

The company is committed to operating its business in a transparent
manner resist bribery and corruption. This has set as a policy of the
company.

• Do not offer to pay or receive bribes demanded compensation from the
other party or the agreement or graft. Other agencies in all its forms.
Whether performed by direct or indirect.

• Do not donation Or pay for the convenience. Or sponsorship of any
other person or entity, as a way to pay bribes.

• Do not support money or other benefits. Whether directly or indirectly
to political parties. Political group or any person related to politics.
In order to get the benefit of the Company or for the benefit of
themselves and their cronies.

In the past, the Company has not been reported or had received
complaints about bribery or corrupt.

11. Internal control and risk management.

11.1 Opinion of Board of Directors

The Board of Directors' Meeting No. 1/2559 held on February 24, 2016 by
an independent committee of 4 members attended the meeting. The Board
has reviewed the Company's internal control system by requesting
information from the management. The conclusion based on the evaluation
of internal control systems in different 5 elements.

1. The internal control

2. Risk Assessment

3. Operational Control

4. Information and data communications.

5. Monitoring System

Board of Directors comments that the Company's internal control systems
are adequate and appropriate. The Company has provided adequate
personnel to implement the system effectively. To prevent the directors
or executive directors using of assets of the company in wrongful or
without power including transactions with persons who may have conflicts
of interest and related party to be sufficient. For another thread, The
Board believes that the Company has adequate internal controls as well.

The auditors of the Company is EY office Company Limited, a review of
the quarterly financial statements and audit for the year ended 2015
give the opinion in the audit report that the Company's internal
controls are adequate and appropriate.

11.2 Opinion of the Audit Committee, which is different from the opinion
of the Board of Directors.

The Board of Audit Committee Meeting No. 1/2559 held on February 24,
2016, with the 3 Audit Committee attended the meeting. The audit
committees are jointly assess the adequacy of the internal control
systems of the company by requesting information from the management
team. The conclusion is the Company's internal control system is strong
enough and no opinion is different from the opinion of the Board of
Directors.

11.3 Information officer and head of internal audit and corporate
governance practices.

At the Board of Directors on November 12, 2555 at 5/2555 has appointed
EL Business Advisory Co., Ltd. to performing as the internal audit of
the Company since October 11, 2555,. And the has assigned Miss.
Pornpimon Songwuttivichai, Managing Director to conduct of the internal
audit of the company.

The Audit Committees considered the qualification of EL Business
Advisory Co., Ltd and Miss. Pornpimon Songwuttivichai that are adequate
to perform such functions since it is independent and experienced in
performing the audit as well.

However, the consideration and approval of the appointment, removal,
transfer the incumbent Head of Internal Audit of the Company will be
approved or not approved by the Board of Directors. The qualification of
head of internal audit attach in appendix 3.

Supervisors of the operation

The Company has not appointed a supervisor of the operation but was
assigned to Company secretary shall advise the rules which the Board of
Directors should be identified and done the duty to oversee activities
of the Board. Including control of implementation follow by the
resolution of the shareholders' meeting and / or the Board of Directors.

12. Related Transaction

12.1 Related Transaction with Connected Parties

As of December 31, 2015. The company is related transaction with
connected parties as below;

  --------------------------------------- ---------------- ---------------
                                          (Unit: Thousand  
                                          Baht)            

                                          2015             2014

  Transaction with subsidiary                              

  Lavish laboratory Co., Ltd.                              

  Purchases of finished goods             19               59

  Manufacturing wages.                    73               -

  Tax is due                              4                -

  Transactions with related companies                      

  Union Petrochemical Public Company                       
  Limited                                                  

  Purchases of finished goods             5,921            8,350

  Rental expenses                         480              480

  Transportation expenses                 96               94

  Transportation revenue                  -                28

  Lion Asia (Thailand) Company Limited                     

  Purchases of finished goods             3,624            3,230

  Purchases of fixed assets               -                390

  Sales of finished goods                 -                3

  Total purchase (Rent, transportation)   10,217           12,603

  Total sale (Income)                     -                31
  --------------------------------------- ---------------- ---------------

12.2 Necessity and reasonableness of the transaction.

The Company has a policy of price and commercial terms with persons who
may have a conflict clearly is fair, reasonable, and beneficial to
shareholders. The Audit Committee has reviewed the transactions for the
year 2015.

-   Selling and purchasing products with inter-company transaction is
    normal business and pricing based on market price.

-   Rental of warehouse is necessary and reasonably transaction from the
    past. The rental fee is relevant to market price and paid as per
    term and condition.

-   Trade accounts receivable-related companies is reasonably
    transaction and in accordance to the terms and conditions giving to
    all clients customer.

-   Trade accounts payable-related company is sensible transaction and
    in accordance as general credit team.

-   Other account payable-related company is reasonably transaction and
    in accordance to general condition.

12.3 Stock holdings of directors and management. (Including related
persons under Section 258 of the Act. Securities Exchange Act of 1992)
in 2015.

  -------------------------------------------------------------------------------
                                    Number of                        
                                    shares                           
                                    (shares).                        
  ---- ---------------------------- ----------- ----------- -------- ------------
       Name / Title                 January 1,  Changes              December 31,
                                    2015        during the           2015
                                                year                 

                                                + Buy more  - Sold   
                                                            out      

  1    Mr. Jesadavat Priebjrivat/   -           -           -        -
       Chairman of Board                                             
       Director/Independent                                          
       Director                                                      

  2    Mr. Khan Akaworawit/         -           -           -        -
       Chairman of Audit                                             
       Committee/Independent                                         
       Director                                                      

  3    Miss.Dhollakhanis            550,856     178,891     51,733   678,014
       Thengaummnuay/ Audit                                          
       Committee/Independent                                         
       Director                                                      

  4    Miss Siruswadi               -           -           -        -
       Suthiworapunchai/ Audit                                       
       Committee/Independent                                         
       Director                                                      

  5    Mr. Perajed Suwannapasri/    3,379,064   1,437,897   -        4,816,961
       Chief Executive                                               
       Officer/Director                                              

  6    Mr. Virat Suwannapasri/      -           -           -        -
       Director                                                      

  7    Mrs. Kanjana Suwannapasri/   2,327       -           -        2,327
       Director                                                      

  8    Miss Suthida Suwannapasri/   2,327       -           -        2,327
       Director                                                      

  9    Miss Piyanan Suwannapasri/   2,327       -           -        2,327
       Director                                                      

  10   Mr. Perapol Suwannapasri/    2,327       -           -        2,327
       Director                                                      

  11   Mr. Karoon Srivijitranon/    -           -           -        -
       Director                                                      

  12   Mr. Vissanu Meeyoo/ Director -           -           -        -

  13   Miss Patcharee Niyompattama/ -           -           -        -
       Director of Sales &                                           
       Marketing                                                     

  14   Miss Wanvadee Hongthong/     -           10,000      -        10,000
       Director of Management                                        
       Center                                                        

  15   Miss Patpimon                -           -           -        -
       Tangbanjerdsuk/ Purchasing                                    
       Manager                                                       

  16   Mr.Kanapot Authaiwattana/    -           -           -        -
       Warehouse & Logistic Manager                                  

  17   Mr.Kunchit Supkun/ Inventory -           -           -        -
       Manager                                                       
  -------------------------------------------------------------------------------