Financial Highlight

  (A) Auditor report

The auditor has reported the financial statements of Pato Chemical
Industry Public Co.,Ltd. as of 31 December of 1999, 2000, 2001 and 2002
without any conditions.

(B) Balance Sheet, Statement of Income, Statement of cash flows

Pato Chemical Industry Public Co.,Ltd. Balance Sheet for the year ended
December 31

  -------------------------------------- ------------ -------- ------------ -------- ------------ -------- ------------ ------------ --------
                                         1999                  2000                  2001                               2002         

                                         Amount       %        Amount       %        Amount       %                     Amount       %

  Assets                                                                                                                             

  CURRENT ASSETS                                                                                                                     

  Cash in hand and at Bank               70,151       14.46    9,377        2.29     12,894       3.63                  31,143       8.73

  Short-term investment                                                                                                              

  Fixed deposit                          359          0.07     25,558       6.25     17,789       5.01                  -            -

  Deposit with financial institutions    -            -        -            -        -            -                     -            -

  Investment in listed company           2,020        0.42     -            -        -            -                     -            -

  Accounts and Receivable – Related      -            -        -            -        10,385       2.92                  -            -
  Company                                                                                                                            

  Other companies, net                   118,314      24.39    139,419      34.08    105,091      29.59                 94,538       26.51

  Current portion of loan and receivable -            -        -            -        -            -                     9,000        2.52
  – related company                                                                                                                  

  Inventories                            147,034      30.32    88,267       21.58    90,479       25.47                 83,103       23.31

  Other current assets                                                                                                               

  Vat receivable                         -            -        -            -        -            -                     -            -

  Others                                 7,974        1.64     6,349        1.55     6,446        1.81                  5,683        1.59

  Total current assets                   345,852      71.31    268,970      65.75    243,084      68.44                 223,931      62.80

  Investment in subsidiary                                                                                                           

  Loan to Subsidiary                     6,000        1.24     9,262        2.26     4,600        1.30                  -            -

  Loan to related company                -            -        -            -        -            -                     -            -

  Investment in subsidiary               -            -        22,557       5.51     1,407        0.40                  -            -

  Investment in related company          -            -        -            -        -            -                     1,407        0.39

  Property, Plant and Equipment Net      115,849      23.89    107,966      26.39    99,134       27.91                 81,474       22.85

  Restricted cash fixed deposits         -            -        -            -        -            -                     7,131        2.00

  Refundable withholding income tax      -            -        -            -        6,489        92.99                 6,489        4.89

  Deposit with financial institutions    15,543       3.20     -            -        -            -                     -            -

  Deposits and guarantee                 140          0.03     220          0.05     130          0.04                  82           0.02

  Land not used in operation             -            -        -            -        -            -                     7,030        1.97

  Deferred charge                        1,632        0.34     74           0.02     359          0.10                  -            -

  Other non-current assets               -            -        -            -        -            -                     209          0.06

  Total other assets                     17,315       3.57     294          0.07     6,978        1.96                  132,635      37.20

  Total assets                           485,016      100.00   409,049      100.00   355,203      100                   356,566      100.00

  Liabilities and Shareholders' Equity                                                                                               

  Current Liabilities                                                                                                                

  Shortterm loan from financial          55,805       11.51    1,629        0.40     23,892       6.73                  11,233       3.15
  institutions                                                                                                                       

  Trade accounts and notes payable –     57,861       11.93    63,689       15.57    14,558       4.10                  1,953        0.55
  Related Company                                                                                                                    

  - Other Companies                      13,902       2.87     17,406       4.26     11,594       3.26                  10,813       3.03

  Current portion of hire-purchase       5,053        1.04     295          0.07     973          0.27                  526          0.15
  contracts payable                                                                                                                  

  Payable from forward exchange          -            -        -            -        -            -                     14           0.00
  contracts                                                                                                                          

  Other current liabilities                                                                                                          

  Accrued income tax and accrued         7,256        1.50     8,007        1.96     5,906        1.66                  12,136       3.40
  expenses                                                                                                                           

  Others                                 138          0.03     264          0.06     148          0.04                  174          0.05

  Total Other Current Liabilities        7,394        1.52     8,271        2.02     6,054        1.70                  12,310       3.45

  Total Current Liabilities              140,015      28.87    91,290       22.32    570,71       16.07                 36,849       10.33

  Loan from associate company            -            -        -            -        -            -                     -            -

  Hire-Purchase contracts payable-net    100          0.02     -            -        526          0.15                  -            -

  Provision for loss in a subsidiary     2,463        0.51     -            -        -            -                     -            -
  company                                                                                                                            

  Excess of book value over cost of      -            -        -            -        -            -                     -            -
  investment                                                                                                                         

  Total Liabilities                      142,578      29.40    91,290       22.32    57,597       16.22                 36,849       10.33

  Minority Interest                      -            -        -            -        -            -                     -            -

  Shareholders' equity                                                                                                               

  Share capital-common share Bht. 10 par                                                                                             
  value                                                                                                                              

  Authorized share capital 14,000,000    140,000      -        140,000      -        140,000      -                     140,000      -
  shares                                                                                                                             

  Issued and fully paid-up share capital 140,000      28.87    140,000      34.23    140,000      39.41                 140,000      39.26
  14,000,000 shares                                                                                                                  

  Premium on share capital               135,000      27.83    135,000      33.00    135,000      38.01                 135,000      37.86

  Retained earning                                                                                                                   

  Appropriated for reserve fund          14,000       2.89     14,000       3.42     140,000      3.94                  14,000       3.93

  Unappropriate                          53,418       11.01    28,759       7.03     8,606        2.42                  30,717       8.61

  Unrealised gain on securities held as  20           0.00     -            -        -            -                     -            -
  available-for-sale                                                                                                                 

  Total Shareholders' Equity             342,438      70.60    317,759      77.68    297,606      83.78                 319,717      89.67

  Total Liabilities and Shareholders'    485,016      100.00   409,049      100.00   355,203      100.00                356,566      100.00
  Equity                                                                                                                             

  Book value per share(baht)             24.46                 22.70                 21.26                              22.84        

  Par Value                              10                    10                    10                                 10           

  Common Share                           14,000,000            14,000,000            14,000,000                         14,000,000   
                                         14,000,000                                                                                  

  Pato Chemical Industry Public Co.,Ltd.                                                                                             
  Statement of Income for the year ended                                                                                             
  December 31                                                                                                                        

                                         1999                  2000                  2001                  2002                      

                                         Amount       %        Amount       %        Amount       %        Amount                    %

  Revenues                                                                                                                           

  Sales                                  520,219      98.46    508,478      97.29    435,576      97.94    484,690                   98.33

  Share of profit(loss)in subsidiary     -            -        5,019        0.96     -            -        -                         -

  Profit from exchange rate              -            -        -            -        1,804        0.41     -                         -

  Other income                           8.152        1.54     9,153        1.75     7,357        1.65     8,231                     1.67

  Total Revenues                         528,371      100.00   522,650      100.00   444,737      100.00   492,921                   100.00

  Expenses                                                                                                                           

  Cost of sales                          440,408      83.35    446,658      85.46    371,492      83.53    407,117                   82.59

  Selling and administrative expenses                                                                                                
  expenses??????????????????????????                                                                                                 

  Bad debt and doubtful debt             3,861        0.73     1,611        0.31     1,889        0.42     4,366                     0.89

  Diminution in value of Short term      -            -        -            -        -            -                                  
  investment                                                                                                                         
  of??????????????????????????????????                                                                                               

  Others                                 43,252       8.19     43,721       8.37     41,277       9.28     39,325                    7.98

  Loss from exchange rate                7,094        1.34     7,456        1.43     -            -        2,517                     0.51

  Share of loss in subsidiary            2,261        0.43     -            -        9,018        2.03     -                         -

  Loss from Divestment                   -            -        -            -        12,086       2.72     -                         -

  Interest Expenses                      401          0.08     1,453        0.28     270          0.06     1,774                     0.36

  Directors remuneration                 356          0.07     600          0.11     859          0.19     982                       0.20

  Total Expenses                         497,633      94.18    501,499      95.95    436,891      98.24    456,081                   92.53

  Net Income(Loss) before Income Tax and 30,738       5.82     21,151       4.05     7,846        1.76     36,840                    7.47
  extraordinary                                                                                                                      

  Income Tax                             -            -        (3,810)      (0.73)   -            -        (7,029)                   (1.43)

  Net Income (Loss) from operation       30,738       5.82     17,341       3.32     7,846        1.76     29,811                    6.05

  (Profit)Loss of minority equity in     -            -        -            -        -            -        -                         -
  subidiary company                                                                                                                  

  Net income (loss)                      30,738       5.82     17,341       3.32     7,846        1.76     29,811                    6.05

  Earning per share                      2.20                  1.24                  0.56                  2.13                      

  Par value                              10.00                 10.00                 10.00                 10.00                     

  Weight average (Share)                 14,000,000            14,000,000            14,000,000            14,000,000                
  -------------------------------------- ------------ -------- ------------ -------- ------------ -------- ------------ ------------ --------

  -------------------------------------- ---------- ---------- ---------- ----------
  Pato Chemical Industry Public Co.,Ltd.                                  

  Statement of Cash Flows for the Year                                    
  Ended December 31                                                       

                                         1999       2000       2001       2002

  Cash Flows from Operating Activities                                    

  Net Income                             30,738     17,341     7,846      29,811

  Adjustments to reconcile net income to                                  
  net cash                                                                

  provided by operating activities                                        

  Unrealized gain on exchange rate       (2,642)    37         187        129

  Share of (profit) loss in subsidiary   2,261      (5,019)    9,018      -

  Short-term Investment                  -          -          12,086     -

  Depreciation and amortization          12,501     13,995     12,432     11,977

  Allowance for doubtful accounts        3,860      1,611      1,889      4,366

  Gain on disposal of fixed assets       (2,346)    -          (557)      (421)

  Income from operating before changing  44,372     27,965     42,901     45,862
  in operating assets and liabilities                                     

  (Increase) decrease in operating                                        
  assets                                                                  

  Account and note receivables           17,170     (22,716)   22,053     (9,229)

  Inventories                            (13,728)   58,767     (2,212)    7,376

  Other current assets                   (198)      1,626      (51)       (188)

  Refundable Income Tax                  -          -          (6,489)    -

  Other assets                           456        (143)      (196)      198

  Increase(decrease) in operating                                         
  liabilities                                                             

  Notes and account payable              9,331      9,331      (54,975)   (13,427)

  Accrued income tax and accrued         751        751        (2,100)    6,230
  expenses                                                                

  Other current liabilities              (3,007)    126        (116)      (933)

  Net cash provided by(use in) operating 11,119     75,707     (1,185)    35,889
  activities                                                              
  -------------------------------------- ---------- ---------- ---------- ----------

  -------------------------------------- ---------- ---------- ---------- ----------
  Pato Chemical Industry Public Co.,Ltd.                                  

  Statement of Cash Flows for the year                                    
  ended December 31                                                       

                                         1999       2000       2001       2002

  Cash Flows from Investing Activities                                    

  Decrease(increase) in called and fixed -          (5,098)    (12,130)   209
  deposit                                                                 

  Decrease(increase) in short-term       (2,000)    2,000      -          -
  investment                                                              

  Decrease(increase) in deposit with     -          15,543     -          -
  financial institution                                                   

  Proceeds from sale of fixed assets     2,663      -          896        421

  Acquisition of fixed assets            (8,186)    (9,349)    (3,939)    (1,348)

  Decrease (increase) in loans to        (6,000)    (3,262)    9,262      -

  Decrease (increase) in Loan to related -          -          (4,600)    (7,151)
  company                                                                 

  Decrease(increase) in investment in    -          (20,000)   1,406      -
  subsidiary                                                              

  Decrease (increase) in investment in   -          -          (1,406)    -
  related company                                                         

  Decrease in long-term loan and         -          -          -          690
  receivable-related company                                              

  Decrease (increase) in restricted cash -          -          -          9,986
  fixed deposits                                                          

  Net cash provided by ( used in)        (13,523)   (20,166)   (10,511)   2,807
  investing activities                                                    

  Cash Flows from Financing Activities                                    

  Increase(decrease)I in bank overdrafts 57,235     (54,214)   22,110     (12,695)
  and loan                                                                

  Repayment of long-term loan            -          -          1,204      -

  Dividend paid                          (21,000)   (42,000)   (28,000)   (7,700)

  Net cash provided by (used in)         36,235     (96,214)   (4,686)    (20,395)
  financing activities                                                    

  Increase(decrease) in cash and cash    33,831     (40,673)   (16,382)   18,301
  equivalents                                                             

  Unrealized loss on exchange rate on    -                     -          (51)
  cash in bank in foreign currency                                        

  Cash and cash equivalents, beginning   36,680     70,510     34,935     12,893
  of year                                                                 

  Cash and cash equivalents, end of year 70,511     29,837     18,553     31,143
  -------------------------------------- ---------- ---------- ---------- ----------

(c) Financial Ratio

Pato Chemical Industry Public Co.,Ltd. Financial Ratio 1999-2002

  ------------------------------------- --------- --------- --------- ---------
                                        1999      2000      2001      2002

  Liquidity Ratio                                                     

  Current Ratio (Time)                  2.47      2.95      4.26      6.08

  Quick Ratio (Time)                    1.36      1.91      2.56      3.67

  Cash Flow Ratio (Time)                0.09      0.65      (0.02)    0.76

  Receivable Turnover (Time)            4.04      3.95      3.42      4.40

  Collection Period (Day)               90        92        107       83

  Inventory Turnover (Time)             3.14      3.80      4.16      4.69

  Inventory T/Period (Day)              114       95        87        78

  Account Payable Turnover (Time)       4.93      5.82      6.93      20.92

  Payment Period (Day)                  74        63        53        17

  Cash Cycle (Day)                      132       125       142       144

  Profitability Ratio                                                 

  Gross Profit Margin (%)               15.34     12.16     14.71     16

  Profit from operation (%)             6.22      3.12      4.61      6.79

  Other profit (%)                      0.03      1.01      (2.75)    0.80

  Cash (%)                              34.38     476.50    (5.91)    109.09

  Net Profit Margin (%)                 5.82      3.32      1.76      6.05

  Return on Equity (%)                  9.11      5.25      2.55      9.66

  Efficiency Ratio                                                    

  Return on Total Assets (%)            6.57      3.88      2.05      8.38

  Return on Fixed Assets (%)            36.42     26.55     19.58     44.54

  Assets Turnover (Time)                1.13      1.17      1.16      1.39

  Financial Ratio                                                     

  Debt to Equity (Time)                 0.42      0.29      0.19      0.12

  Interest Coverage (Time)              28.73     55.73     (3.39)    25.19

  Cash Basis (Time)                     0.37      0.57      (0.05)    3.97

  Payout Ratio (%)                      136.36    161.47    98.14     93.93

  Per Share (Baht)                                                    

  Book Value (Baht)                     24.46     22.70     21.26     22.84

  Earning per Share (Baht)              2.20      1.24      0.56      2.13

  Dividend per Share (Baht)             3.00      2.00      0.55      2.00

  Growth Rate                                                         

  Total Sale (%)                        7.73      (15.66)   (13.16)   0.38

  Cost of Goods Sold (%)                21.32     (35.97)   (36.91)   (36.02)

  Sales Revenue (%)                     0.13      (2.26)    (14.34)   11.28

  Selling & Admin Expense (%)           11.84     (2.15)    (17.54)   7.20

  Net Profit (%)                        (39.68)   43.58     (54.75)   279.95
  ------------------------------------- --------- --------- --------- ---------

2) Management Discussion and Analysis

In the consolidated financial statement of Pato Chemical Industry Public
Co. Ltd. and its subsidiary companies, net profit (loss) totaled 17.34
,7.85 and 29.81 million baht in 2000 – 2002 respectively. These figures
represent an increase and reduction of (43.58%), (54.75) and 279.95
respectively.

These changes are attributed to the continued economic slump, leading to
reduced liquidity in the business system and a reduction in consumers’
purchasing power. Although financial institutions reduced the interest
rate in a bid to stimulate investment, this was not successful.

As a result of a bid to control the effect of pesticides on the
environment, the Government enforced laws prohibiting the import and
sale of certain products, causing the company’s total sales to fall. It
was necessary for the company to urgently develop new products to
replace these prohibited products. The period was also marked by
competition from rivals with regard to quality and price. Price was used
as the basis for formulating competitive strategy. There were also
market expenses and increased costs for developing new products.

Agricultural produce prices fell from 2000 to 2002 as a result of floods
from heavy rain in the South and the Northeast during second and third
quarter which caused great damage to farm produce. As a result, farmers
had extremely less purchasing power. At the same time, there were
fluctuating effects from foreign exchange rates and a weakened baht,
causing prices for imported raw materials to rise. Oil prices tend to
increase and thus affected our cost. Consequently, performance of the
company during the past 3 year were as follows :

Sales revenue during 2000 – 2002 was 508.48, 435.58 and 484.69 million
baht respectively, representing increases (reductions) of (2.26%),
(14.34%) and 11.28 respectively.

Total revenue during 2000 – 2002 was 522.65, 444.74 and 492.92 million
baht, representing increases (reductions) of (1.08%) , (14.91%) and
10.83 respectively.

Sales costs in 2000 – 2002 were 446.66, 371.49 and 407.12 million baht,
representing increases (reductions) of 1.42% , (16.83%) and 9.59%
respectively.

In 2000, economic conditions still presented a major problem for
businesses, causing agricultural product prices to fall. Environmental
conditions, such as the flood and the effect of the laws mentioned
above, played a key role in causing total distribution of these products
to fall by 18.53% of total sales. By urgently developing new products as
replacement, this sparked competition with regard to price and market
expenses, including expenses for research and developing the new
products, thus leading to higher costs for these products. And as these
new products were still within the Introduction State, this meant a
smaller profit margin so as to compete with rivals in the market. The
weakened baht in 2000 made production costs higher.

In 2001, the economic situation was still a continuing problem, causing
a slump in the market and reduced sales. Agricultural prices were not so
good and there were floods during the middle of the year, which reduced
the spread of harmful insects. Meanwhile, weeds became a major problem
for farmers instead. Thus, sales of pellet insecticides dropped by 0.34
million kg, or 31.41%, compared to year 2000. However, sales of pellet
herbicides rose by 0.38 million kg or 10.37% compared to last year. The
company thus adjusted its strategy in line with the situation, by trying
to maintain distribution volume, with the least rate of reduction
possible. The distribution volume reduced at a faster rate than total
sales value. This was because the company made price adjustments for
certain products and launched new products onto the market . At the same
time, the company employed efficient management for production. This led
labor and production costs to drop by 11.80%. New raw material sources
were also procured, setting raw material prices on a downward trend.
This made initial profit rates up by 20.97% from year 2000.

In 2002, the economic situation began to improve. Thanks to the
Government’s policy to solve economic problems at the grassroots, by
supporting SME operations and through the Government’s One Tambon, One
Product project. A segment of the products – agricultural products -
received good government support. However, agricultural prices were
still not so good and there were also flood problems during the 3^(rd)
and 4^(th) quarters. The Government fully dealt with the problems and
gave all forms of agricultural support, such as guaranteeing
agricultural prices, giving assistance in the form of seeds, fertilizer
and chemicals. With regard to the latter, government and private sector
units gave importance to the quality of products used by farmers. Thus,
there was a policy to check and curtail products not of standard
quality, so that these inferior products would no longer be on the
market.

The above factors led to a rise in the outbreak of harmful plant
insects, presenting a major problem for farmers engaging in cultivation
after the floods. It led to a 8.61% rise in the sales volume of
insecticides compared to 2001, of which granule insecticides sales
volume rose by 221 tons or 29.85%, compared to 2001.

Sales of herbicides also rose by 2.62%, compared to 2001. This comprised
an increase in liquid herbicide of 155,000 liters or 11.60%, and a rise
of 159 tons or 34.91% for powder herbicide, while sales of granule
herbicide reduced slightly. These figures are respectively in comparison
to the sale of liquid, powder and granule herbicide in 2001.

Due to the increase in total sales, income from sales rose by 11.28%
compared to 2001, with the company adjusting its marketing strategy in
line with the situation and also introducing many new products, leading
to a rise in total sales. Another outside factor helping to boost sales
was suppression and strict measures against substandard products on the
market.

At the same time, the company set an efficient administrative management
policy for production. This lead to a 2.32% decrease in labor costs and
other production costs. Raw materials were also procured from new
sources, leading to an average 7.19% decrease in raw material prices.
Production and selling costs rose by 3.44% and 9.59% compared to 2001.
However, production and selling costs rose at a lower ratio than the
increase in total sales income which rose by 11.28%. Therefore, these
factors led to a 16% initial profit rate for the company, representing a
rise of 8.77% from 2001.

I

Table showing rate of increases (reduction) during 2000 - 2002

+------+--------------------+-------------------------+--------------+
| Year | PATO               |                         |              |
+------+--------------------+-------------------------+--------------+
|      | Sales Revenue      | Consolidated revenue    | Cost of Sale |
+------+--------------------+-------------------------+--------------+
|      |                    |                         |              |
+------+--------------------+-------------------------+--------------+
| 2000 | (2.26)             | (1.08)                  | 1.42         |
+------+--------------------+-------------------------+--------------+
| 2001 | (14.34)            | (14.91)                 | (16.83)      |
+------+--------------------+-------------------------+--------------+
| 2002 | 11.28              | 10.83                   | 9.59         |
+------+--------------------+-------------------------+--------------+

Sales and services expenses during 2000-2002 totaled 53.39, 44.03 and
47.19 million baht, representing increases (reductions) of (2.15),
(17.54%) and 7.20 respectively, not including losses from foreign
exchange rates and interest payable.

Interest payable in 2000 – 2002 totaled 1.45, 0.27 and 1.77 million
baht, representing increases (reductions) of 262.34% , (81.42%) and
556.30% respectively.

In 2000, sales and administrative costs decreased by 2.15% from a
reduction of bad debts which was down by 2.25 million baht from 1999, or
58.27%. The company had a cautious policy for releasing credit to
clients and making cash sales, emphasizing on discounts for payments
made on time. Meanwhile, interest payable increased by 1.05 million
baht, or 262.34%, because a total of 0.71 million baht of Krung Thai
promissory notes were sold off at a reduced price, and due to payable
interest for car hire-purchases totaling 0.23 million baht.

In 2001, sales and management costs decreased by 9.36 million baht, or
17.54%, due to efficient cost management policies which led to efficient
control and reduction. Sales costs and management costs mostly decreased
by 3.41 million baht. But at the same time, there was an increase for
certain types of costs such as for costs bank fees, which increased by
0.85 million from year 2000, director remuneration which rose by 0.20
million, cost for additional association members amounting to 0.18
million baht and an increase of 0.27 million in bad debts.

Meanwhile, payable interest decreased by 81.42 % because of cost
management policy, and the substantial difference between deposit rates
and loan rates. The company thus tried to cut down on bank credit. But
at the same time, most of the payable interest came from L/C, T/R credit
and from car hire-purchases.

In 2002, sales and management costs rose by 3.16 million baht or 7.20%
due to a management cost control policy that led to efficient cost
reduction while total sales rose at a higher ratio, with investment in
sales and management costs proving to be worthwhile. This led to a
higher ratio of income generation, while sales and management costs were
also mostly down compared to 2001. However, at the same time certain
costs rose from last year, such as a rise of 1.27 million baht for
salary and benefits or 0.18%, a rise in irretrievable debts costs of
2.48 million baht or 14.33%. As the company had a policy to protect
against risk from flood-ravaged debtors, the company thus increased its
reserves from the previous year.

Interest payments, meanwhile, rose by 1.50 million baht or 556.30% due
to payment policy to T/R creditors and foreign creditors, under which
payment terms were extended in the 2^(nd), 3^(rd) and 4^(th) quarters,
thus leading to the burden of increased interest payments.

With regard to foreign exchange losses, there were foreign exchange
profits of 1.80 million baht in 2001, while in 2002 there was a foreign
exchange loss of 2.52 million baht, representing a 4.32 million baht
difference or a change of 239.56%. This was due to fluctuation of the
baht which weakened continuously, leading to increased foreign exchange
losses.

Income tax in 2002 came to 7.03 million baht, whereas in 2001 the
company sold off its investments in subsidiary companies. This led to a
loss in taxes of 49.79 million and thus no income tax payments for 2001.
There was also a 15 million baht loss from taxes which could be entered
as Credit and this led to an increase in income tax in 2002, compared to
the previous year.

The above operational results led to initial profits during 2000 – 2002
to total 61.82 , 64.08 and 77.57 million baht respectively, representing
a percentage of 12.16, 14.71 and 16.00 respectively.

Operational profits in 2000 – 2002 came to 15.89, 20.06 and 32.90
million baht respectively, representing percentage of 3.12, 4.61 and
6.79 respectively.

Net profits in 2000 – 2002 came to 17.34, 7.85 and 29.81 million baht,
or a percentage of 3.32, 1.76 and 6.05 respectively.

Return rate for shareholders during 2000 – 2002 were 5.25%, 2.55% and
9.66% respectively.

In 2000, total sales reduced by 2.26% and total revenue reduced by
1.08%. New products accounted for 18% of total sales, pushing product
sales costs higher. To remain competitive, it was necessary to reduce
gross profit margin of the products. This led to an overall reduction in
gross profit margins. S G & A reduced by 3.24%, however, profit was
reduced compared to 1999. Risk from forex was reduced by 7.45 million
baht or 1.43% with policy to take full 100% forward position. Sharing of
profit from subsidiary company was 5.10 million baht or 0.96 % of total
revenue. Net profit reduced by 3.32% and return on equity reduced by
5.25%.

In 2001, total sales decreased by 14.34% and consolidated earnings
decreased by 14.91% owing to the occurrence of floods in the middle of
the year causing farmers to have reduced purchasing power. The company
saw these problems and made adjustments in its marketing strategy, in
line with the situation. Because of this, the company was able to manage
total distribution volume for each product to achieve a higher initial
profit rate, and undertook efficient cost management. This made initial
profit rates rise by 14.71%, compared to year 2000, and sales costs and
management costs decreased by 4.15%. And by setting a policy to reduce
risk from foreign exchange rates, the company made a total profit of
1.80 million baht from foreign exchange, or 0.41% of consolidated
earnings. At the same time, the company sold off a total of 4.59 million
shares in affiliated companies in the 3^(rd) quarter of 2001, leading to
a loss from the sale of a total of 12.09 million baht in investments.
This is in addition to prior share of losses of subsidiary companies
totaling 9.02 million baht, which brings the overall total to 21.11
million baht, or 4.77% of consolidated earnings. This caused net profit
to fall by 1.76% and shareholder return rate to fall by 2.55%.

In 2002, total sales rose by 11.28% which resulted from government and
private sector assistance to farmers following flooding during the
3^(rd) and 4^(th) quarters, helping farmers to recover more quickly. At
the same time, there were stricter measures against sub-standard
products. This led to less market competition as these products could
not be sold. In addition to this, an adjustment in marketing and pricing
strategies to suit changes in costs, also led to higher market share.
This was also coupled with the fact that new products were able to make
higher profit rates. There was also efficient management of production
costs which led production costs and selling costs to increase at a
lower ratio than the rise in total sales. This made initial profit rate
rise to 16.00%

Under a set policy for efficient management and control, selling and
management costs increased at a lower ratio compared to the rise in
total sales. There was also a policy to prevent risk from irretrievable
debts and increased reserves were set aside for this, making operational
profit for 2002 rise to 6.79%.

At the same time, the baht’s fluctuation made it difficult to implement
a policy to prevent against foreign exchange risks, and as a result,
foreign exchange losses increased. And due to the fact that in 2002,
there were no effects from the operations of subsidiary companies,
income tax burden was higher and net profit rose 6.05%, leading
shareholder returns to increase to 9.66%.

Total assets in 2000-2002 amounting to 409.05, 355.20 and 356.57 million
baht respectively, marked an increase (decrease) at a percentage of
(15.66), (13.16) and 0.38 respectively.

Total liabilities in 2000-2002 amounting to 91.29, 57.07 and 36.85
million baht, marked an increase (decrease) of (35.97%), (36.91%) and
(36.02) respectively.

Shareholder equity in 2000-2002 amounting to 317.76, 297.61 and 319.72
million baht, marked an increase (decrease) of (7.21%) , (6.34%) and
7.43 respectively.

In 2000, the company’s total distribution volume decreased by 2.26%
while operational cash flow increased by 508.88 %, with liquidity ratio
rising from 2.47 in 1999 to 2.95 in year 2000. Quick ratio rose from
1.36 in 1999 to 1.91 in 2000 because of the 17.84% increase in debtors
and 39.97% reduction in inventory stocks. Debt collection periods were
extended beyond 90 days in 1999, to 91 days in 2000. Products were also
sold within a shorter period of time, from within 116 days in 1999, to
96 days in 2000, while debts were repaid faster, from within 74 days in
1999, to 63 days in 2000, reducing the cash cycle to 125 days.
Commercial creditors increased by 13.00%. Because there was a preparing
of products to meet market demand, with consideration given to suitable
demand, inventory stocks decreased during the 1^(st) to 3^(rd) quarters,
to clear prior stocks first. . Particularly in the 4^(th) quarter, total
raw material orders rose in order to meet demand of the next year. Thus,
total raw material orders for 2000 decreased by a total of 70 million
baht, or 19.81%, from year 1999.

Cash flow from investment activities decreased by 49.21% from more
buying of fixed assets and sale of 15.54 million baht in promissory
notes at reduced price. Cash flow from procurement activities decreased
by 365.33% from repayment of 54.21 million baht in bank loans, dividend
payments totaling 42 million baht and the company also made increased
investment in 2 million shares in subsidiary companies, with price per
share at 10 baht, amounting to a total of 20 million baht.

In 2001, total distribution volume fell by 14.34% while operational cash
flow fell 101.57%, and liquidity ratio rose from 2.95 in 2000 to 4.26 in
2001. Quick ratio rose from 1.91 in 2000, to 2.56 in 2001. The 9.62%
reduction in circulating assets from 2000 and the 37.48% fall in
circulating liabilities, improved the liquidity ratio. While cash
liquidity ratio decreased because of faster payments to trade creditors,
with debt collection period extended from 92 days in 2000 to 107 days in
2001. Products were also sold within a shorter period of time, from
within 66 days in 2000, to 88 days in 2001, and debt repayments were
faster, from 63 days in 2000, to 53 days in 2001. Thus in 2001, Cash
Cycle increased to 142 days.

The reduced circulating liabilities comprised commercial creditors which
decreased by as much as 67.75%. Because of inventory management policy,
there was suitable inventory for demand and reduced raw material costs.
Total raw material orders decreased by 2.86% from 2000. Consideration
was also given to repayment period in order to economize on interest and
other fees.

Cash flow from investment activities increased by 47.88% from repayment
of loans to subsidiary companies. Also the company paid a total of 28
million baht for dividends and used L/C, T/R credit for ordering 22.11
million baht in raw materials, leading to an increase in bank loans from
year 2000, and an increase of 95.13% in cash flow from procurement
activities.

In 2002, total sales of the company rose by 11.28% while operational
cash flow rose 3,128.61%, with liquidity ratio up from 4.26 in 2001 to
6.08 in 2002. Quick ratio rose from 2.56 in 2001 to 3.67 in 2002. Cash
flow liquidity ratio rose from (0.02) in 2001 to 0.76 in 2002 due to
classification of related debtor companies to debtors and long-term
loans to related companies. The classification led to a reduction in
circulating debts totaling 28.81 million baht. The company also made
quicker payments to T/R creditors and commercial creditors, leading to a
reduction in circulating debts.

Meanwhile, debt collection period was shortened from 107 days in 2001 to
83 days in 2002. Product selling period were also shorter from 88 days
in 2001 to 78 days in 2002, and debt payments were also quicker from 53
days in 2001 to 17 days in 2002, making Cash Cycle rise to 144 days.

An analysis of the above ratio showed a trend for improvement from the
previous year, as a result of a policy for stock management in which a
reduction of 8.15% is seen. This is for sufficiency in meeting market
demand at appropriate periods and to prevent excess stocking which would
lead to higher storage costs, with consideration given to Lead Time for
efficient product ordering management, and strict policy and management
of debtors, not including related debtor companies. This led to quicker
payment collection and as a result quicker payments to T/R creditors and
commercial creditors. Company liquidity also became better, creating
greater operational cash flow.

Cash flow for investment activities increased 126.71% as a result of the
company freeing itself from the burden of deposit guarantor and
repayment of loans from related companies, including the sale of company
cars totaling 11.31 million baht. At the same time, the company gave
loans to related companies and bought assets totaling 8.50 million baht,
leading to a rise in cash flow from investment activities compared to
the previous year.

Cash flow from procurement activities improved company liquidity and
thus the company was able to repay T/R creditors before schedule and
give out dividends in 2002 totaling 20.40 million baht. This led to a
reduction of 335.23% in cash flow from procurement activities.

The capital structure when taken into consideration, comprised
shareholder to debt ratio of 10.33% to 89.67% in 2002 or a Debt to
Equity ratio of 0.12 times. This was a reduction from the previous year
and is a low ratio, and was the result of cautious financial management
by the company, particularly with regard to using circulating debts for
investment in remaining products for highest returns possible, and with
consideration given to keeping capital costs from going up to high. This
was to control the ratio from rising too high and leading to financial
risks.

Key factors expected to affect operations in 2003 are improving economic
conditions, with the Government trying to support the country’s
grassroots economy, with projects such as its One Tambon, One Product
project, which today has been able to improve farmers’ standard of
living. Village products can now be sold on the market, creating income
for farmers. Farmers have been given a 3-year debt moratorium and a
Village Fund has been established. These have improved the conditions of
the grassroots economy. The Government also set a policy for
intervention and guarantee for agricultural prices or pledging of farm
goods. The above are the main factors improving the financial conditions
of farmers. At the same time, the government and private sectors,
through the Thai Crop Protection Association joined forces to control
and check sub-standard products which when used by farmers, lead to
higher costs for farmers and yields which do not meet expectations.
This, in turn, reduces farmers’ purchasing power. The company is aware
of the importance of this problem and at present is able to control this
problem to a certain level, making sub-standard products more difficult
to market.

Raw material prices are another factor affecting product prices. Most
raw materials are imported in and thus is affected by fluctuating
foreign exchange rates all the time. The rise and fall of raw material
prices depends on the stability of the baht. This is an outside factor
which cannot be controlled, but risks from foreign exchange damage can
be reduced by following measures :

1.  Company policy to undertake Forward Rate purchase on foreign
    exchange for raw material imports to reduce risks with consideration
    of favorable exchange rate.

2.  Practicing more caution when ordering raw materials, seeing that it
    concords with needs. This will reduce damage from excessive
    inventory. However, Lead Time is considered to avoid short of
    inventory.

3.  Making careful consideration before opening new trade accounts and
    expanding credit lines to prevent damage from bad debts and strictly
    performing in accordance with collection policy.

4.  Disseminate knowledge on technology and correct usage of product to
    increase yields, promote safety, with no environmental effects.

These above factors affect the company’s operations and financial
position. Therefore, it is the policy of the company to try and reduce
the adverse effects from these various factors through the above
mentioned measures. Although, these are outside factors that cannot be
controlled, it is expected that this policy will reflect in better
operations for the company.