2. NATURE OF BUSINESS OPERATION

(1) Thai Central Chemical Public Company Limited was established on
March 6, 1973, with initial registered capital of 120 million Baht, and
is the biggest fertilizer factory in Thailand. The first factory located
on the 17.5th Kilometer, Suksawad Road, Samut Prakan Province, has the
production capacity of 850,000 metric tons a year. The second fertilizer
plant, having the annual production capacity of 350,000 MT, is located
on Nakhon Luang-Pachi Road, Tambon Khlong Sakae, Amphoe Nakhon Luang,
Phra Nakhon Si Ayutthaya province. This will bring the combined total
fertilizer production of TCCC to 1.2 million metric tons a year.

Currently, Mr Masayoshi Morita is the President of the Company, as has
been appointed since July 13, 2000.

To increase the Company’s financial strength, creditor confident in the
Company and the Company’s liquidity, a new capital will be used as
working capital, on November 1, 2000, the Board of Directors approved to
reduce the Company’s registered capital from 2,000 million Baht (Two
Thousand Million Baht) to 1,600 million Baht (One Thousand Six Hundred
Million Baht) by canceling the non-issued 40 million (Forty Million)
shares at par value of 10.00 Baht (Ten Baht) per share for the value of
400 million Baht (Four Hundred Million Baht); and

To approve to increase the Company’s registered capital from 1,600
million Baht (One Thousand Six Hundred Million Baht) to 6,400 million
Baht (Six Thousand Four Hundred Million Baht) by issuing 480 million
(Four Hundred Eighty Million) ordinary shares at par value of 10.00 Baht
(Ten Baht) per share of which allocating to every shareholders at ratio
of 1 existing share : 3 new shares at price of 5 Baht (Five Baht) per
share, which is lower than par value.

Chemical fertilizer business during the past year was under keen
competition as the new competitors spent huge budget in marketing
promotion and advertisement. To cope with such situation and to maintain
our market share as well as expanding the marketing area, TCCC have to
spend promotional budget to strengthen our marketing efforts.

(2) Overall performance of the Company, subsidiaries and associated
companies, TCCC continues to operate the production and marketing of
chemical fertilizers, while the subsidiaries and associated companies
involve in importing and distributing industrial chemicals, textile
chemicals, plastic resin, liquid chemicals along with formulation of
crop protection products.

(3) Structure of revenue and shareholding as shown in the following
table:

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(3.1) Nature of business operation of subsidiary and associated
companies

1.  SUBSIDIARY COMPANIES:

1.1. THAI CENTRAL CHEMICAL RESEARCH & DEVELOPMENT CO., LTD.

Address: 180-184 Rajawongse Road, Bangkok 10100

Under the promotional privileges blessing from the Board of Investment
(BOI) on November 29, 1991, accompanied with the support and assistance
from the Faculty of Agriculture, Kasetsart University, the company has
set up the Agricultural Development and Demonstration Center (ADDC)
aiming at developing and transferring agricultural technology,
especially on the appropriate utilization of soil, water resources,
cultivation system, applications of fertilizer, foliar fertilizer, seeds
and agro-chemicals, etc., as well as organizing training courses for
farmers and students whereby giving them opportunities to practice
modern agricultural methods towards the profitable crop and better
income.

  1.2. MC AGRO-CHEMICALS CO., LTD.

Address: 581 Mu 4, Bang Poo Industrial Estate, Soi 12, Sukhumvit Road,
Tambon Phraek Sa, Amphoe Muang, Samut Prakan.

As a subsidiary of TCCC, MC Agro-Chemicals Co., Ltd. is engaged in two
core business sectors, pesticides and non-pesticides. The pesticides
sector includes the marketing of formulated and finished products, as
well as formulating and repacking services. The non-pesticides sector
includes the marketing of plastic bottles and paper cartons and
warehouse rental.

MC Agro-Chemicals' 6.25 Rai plant, located in Bang Poo Industrial
Estate, Samut Prakan province, employs a staff of 80 highly trained
personnel and is outfitted with advanced semi- and fully-automated
technology. The plant's repacking capacity for glass and plastic bottles
achieves a daily rate of 44,000 litres of liquid chemicals and 8,000
kilograms of power chemicals. The plant also has the capacity to
formulate 112,000 litres of herbicide and 16,000 litres of insecticide
(or fungicide) each day from imported sources around the world.

  1.3 TCC AGROCHEMICAL CO,. LTD..

Address: 581 Mu 4, Bang Poo Industrial Estate, Soi 12, Sukhumvit Road,
Tambon Phraek Sa, Amphoe Muang, Samut Prakan.

To import and sell crop protection products or agro-chemicals to other
companies and big dealers in upcountry.

  1.4. DECHALARP CO., LTD.

Address: 180-184 Rajawongse Road, Bangkok 10100

The company owns land in Tambon Bang Decha, Amphoe Muang Prachin Buri,
Prachin Buri province, on a total land of 1,672.65 Rai, with the aim to
develop this piece of land under the Agricultural Development and
Demonstration Center's Project, under the support and assistance from
the Faculty of Agriculture, Kasetsart University, aiming at developing
and transferring agricultural technology, especially on the appropriate
utilization of soil, water resources, cultivation system, applications
of fertilizer, foliar fertilizer, seeds and agro-chemicals, etc., as
well as organizing training courses for farmers and students whereby
giving them opportunities to practice modern agricultural methods
towards the profitable crop and better income.

  1.5. MC INDUSTRIAL CHEMICAL CO., LTD.

  Address: 180-184 Rajawongse Road, Bangkok 10100

Established on January 26, 1988. To cope with the present economic
situation, the company has taken over the major business operations of
another 3 trading companies, namely MC Textile Co., Ltd., MC Solvents
Co., Ltd., and MC Plastics Co., Ltd., and reorganize the business
operation into 4 divisions: 1. Industrial Chemical Division, 2. Textile
& Specialty Division, 3. Solvents & Liquid Chemical Division, and 4.
Plastics Division.

  1. INDUSTRIAL CHEMICAL DIVISION

  (MC INDUSTRIAL CHEMICAL CO., LTD.)

Importing and marketing chemicals and raw materials for various
industries, i.e. detergents, chemical intermediates, cosmetics,
mono-sodium glutamate, wax and oil, color and ink, glass, ceramics, auto
tires manufacturing, rubber related products, ice cream, canned fruits,
batteries, toothpaste, sugar, flour, paper tissue, and chemicals used in
making paper, chemicals for printing and packaging businesses, water
treatment chemical for factories and sewage water treatment and also
chemicals for feedings factories.

  2. TEXTILE & SPECIALTY DIVISION

  (MC TEXTILE CO., LTD.)

To market dyestuffs, pigments, surfactants, auxiliaries, machinery and
equipment used for manufacturing textiles, including synthetic fibre
yarn spinning, weaving, bleaching and dyeing, printing and other related
manufacturing processes. as well as chemicals for pharmaceutical and
animal feeds.

3.  SOLVENTS & LIQUID CHEMICAL DIVISION

  (MC SOLVENT CO., LTD.)

To import and market solvents for various industries such as paint,
printing-ink, thinner, electronics parts, and chemicals for oil
refinery, crop fumigation, metal plating, fiberglass, fibre optics,
including ammonium nitrate OLAN of explosive grade and NAPA anesthetic
grade.

  4. PLASTICS DIVISION

  (MC PLASTICS CO., LTD.)

To import and distribute plastic resins both thermoplastics and
thermosetting such as PP, PE, PS, SAN, AS, PVC, ABS, MELAMINE, EVA,
ACRYLIC, PET, and engineering plastics, etc.

  1.6. SUPERSTAR FERTILIZERS CO., LTD.

  Address: 180-184 Rajawongse Road, Bangkok 10100

The company is a joint venture between TCCC, Metro Co., Ltd. and Kemira
Oy of Finland to produce liquid and crystal fertilizers, having been
granted promotional privileges by the Board of Investment (BOI) on April
22, 1992. The plant annual capacity will be 20,000 tons of liquid
fertilizer and 6,000 tons of crystal fertilizer.

  1.7. N.I.M. CO., LTD.

Address: 205 United Flour Mill Building, 8th Floor, Rajawongse Road,
Bangkok 10100

The Company is engaged in liquid chemical storage tank terminal
operation for the storage of liquid chemicals mostly the raw materials
for use in various industries such as paint, plastics, synthetic fibre,
rubber, adhesives, cosmetic, pharmaceuticals, and food etc. Up to today,
there are 42 tanks with total capacity of 32,000 K/L. Both mild steel &
stainless steel tanks are available for short and long term lease.
Transportation is carried out both by 200 litter's drums and by bulk in
tank lorry or vessel tank.

The tank terminal is located on the Chao Phraya River, Wharf No. 5A with
draft of 27 ft. and LOA 565ft.

ISO 9002 Quality Management System - Global Recognition of N.I.M.

On March 31, 1998, N.I.M. was proud to receive the prestigious ISO 9002
certificate for "Liquid Chemical Storage Tank Terminal Operation and
Rental Services" - the internationally recognized quality standard -
from the Bureau Veritas Quality International (BVQI) under accreditation
from the European Accreditation Councils (UKAS). Quality is an
increasing important factor for all companies in the era of
globalization and intense international competition. The success of
N.I.M. in achieving the coveted ISO 9002 standard is a true reflection
of its commitment to excellence and to gratifying complete customer
satisfaction, while illustrating a good testimony of the company's
philosophy shared by staff personnel's firm commitment, determination
and devotion towards reaching consistently the excellence of quality
assurances in all stages of the operation and services.

  1.8. CENTRAL PACIFIC (THAILAND) CORPORATION LTD.

Address: 180-184 Rajawongse Road, Bangkok 10100

Importer and distributor of fertilizers, agro-chemicals, minerals and
etc.

  2. ASSOCIATED COMPANIES:

  2.1. KEMIRA THAI CO., LTD.

Address: 180-184 Rajawongse Road, Bangkok 10100

TCCC and Kemira Oy, a major manufacturer of chemical fertilizers in
Europe, have joined force to promote Superstar fertilizer (Star brand).
The company is working on marketing and promoting of the Sulphate based
Superstar fertilizers, an ideal formula for vegetables and fruits such
as durian, orange, grape, palm, sugar cane, and flower plants.

  2.2. ASPAC CO., LTD.

Address: 717 Sukhumvit 55 (Soi Thong Lor) Sukhumvit Road, Bangkok.

Joint investments between Russian Government agencies and Thai
corporation, the company was founded in 1987 to operate in the
international trading business, i.e. import and export, production,
exchange and third party trading. ASPAC Co., Ltd. originated basically
from counter trading with Russia, a source of raw materials of good
quality and reasonable prices.

  2.3. METRO TAN CO., LTD.

Address: 180-184 Rajawongse Road, Bangkok 10100

Established on March 1, 1994, with registered capital of 5 million Baht,
being a subsidiary of MC Industrial Chemical Co., Ltd. which holds
48.99% stake, to undertake the business in chemicals and machinery used
in tannery business. The company is an exclusive sole agent of "Sommer"
Italy and "FGL" Italy. Office and testing laboratory have been
established in Bang Poo Industrial Estate in order to provide fast
services to customers.

(4) Business Goal

In order to reduce the production cost, the company has laid down policy
to utilize the maximum production capacity of the factories and to
expand the marketing share from the existing 35%. For 2001 business
operation, sales target has been set to achieve 1.2 million metric tons,
as promotional campaigns will be launched continuously throughout the
year. It is also expected that the Government will procure fertilizer to
help the farmers through public tender. During the next 3 years, TCCC
has predicted to increase fertilizer sales to 1.5 million tons as
farmers will use more fertilizer to increase the productivity.