9.Management

(1) Management Structure Organization Chart of Pato Chemical Industry
    Public Co.,Ltd.

President

Mr.Metha Trillit

Executive Vice President Vice President Vice President

Administration & Finance Mr.Takeo Nakahara Mr.Sumet Cheongvivatkit

Dr.Viwat Trillit

Marketing Manager

Mr.Chanwut Kooniyapantu

Accounting Manager Finance Manager Office Manager Acting Factory Manager
Research & Development Manager Sales Manager Area Manager

Mr.Visut Vanijcharoenkarn Mr.Joseph Ng Mrs. Parichart Manuthasna
Mr.Takeo Nakahara Mr.Chusak Khumsap Mr.Palitorn Mr.Rapin Theingthum

  The company comprises of :

  - Board of Directors,

-   Audit Committee

- Management team

Board of Directors and Management as of February 28, 2000 are as follows
:

+-----------------------------+----------------------------------------+
| Name                        | Position                               |
+-----------------------------+----------------------------------------+
| 1. Mr.Metha Trillit         | Chairman/President                     |
+-----------------------------+----------------------------------------+
| 2. Mr.Chaovuth Pojanalai    | Director                               |
+-----------------------------+----------------------------------------+
| 3. Mr.Bancha Choengvivatkit | Director                               |
+-----------------------------+----------------------------------------+
| 4. Dr.Viwat Trillit         | Director                               |
|                             |                                        |
|                             | Executive Vice President               |
|                             | Administration & Finance               |
+-----------------------------+----------------------------------------+
| 5. Mr.Suvit Wesaratchawest  | Director                               |
+-----------------------------+----------------------------------------+
| 6. Mr.Chaiwat               | Director / Audit Committee Member      |
| Chandarasrivongs            |                                        |
+-----------------------------+----------------------------------------+
| 7. Mr.Lertchai Leelayonkul  | Independent Director / Chairman of     |
|                             | Audit Committee                        |
+-----------------------------+----------------------------------------+
| 8. Dr.Chongrak Prichanont   | Independent Director / Audit Committee |
|                             | Member                                 |
+-----------------------------+----------------------------------------+
| 9. Mr Takeo Nakahara        | Director/Vice President Production/    |
|                             |                                        |
|                             | Acting Factory manager                 |
+-----------------------------+----------------------------------------+
| 10. Mr.Siew Ka Wei          | Director                               |
+-----------------------------+----------------------------------------+
| 11. Mr.Kasuhide Oshimbe     | Director                               |
+-----------------------------+----------------------------------------+
| 12. Mr.Sumet Choengvivatkit | Vice President Marketing               |
+-----------------------------+----------------------------------------+
| 13. Mr.Chanwut Kooniyapantu | Marketing Manager                      |
+-----------------------------+----------------------------------------+
| 14. Mr.Chusak Khumsap       | Research and Development Manager       |
+-----------------------------+----------------------------------------+
| 15. Mr.Visut                | Accounting Manager                     |
| Vanijcharoenkarn            |                                        |
+-----------------------------+----------------------------------------+
| 16. Mr Joseph Ng            | Finance Manager                        |
+-----------------------------+----------------------------------------+
|   10. นายปลิทร 17.           | Sales Manager                          |
|   Mr.Palitorn Aiumtanaporn  |                                        |
+-----------------------------+----------------------------------------+
| 18. Mr.Rapin Theingthum     | Area Sales Manager                     |
+-----------------------------+----------------------------------------+
| 19. Mrs.Parichart           | Office Manager/Company Secretary       |
| Manuthasna                  |                                        |
+-----------------------------+----------------------------------------+

Mr.Metha Trillit is to co-sign with either Mr.Chaovuth Pojanalai or Mr.Takeo Nakahara with company seal affixed to affect company documents. 

Powers and Obligations of the Board of Directors

-   The board of directors shall elect one of the directors to be the
    chairman of the board.

    In case the board of directors deems it appropriate, the board may
    elect one or several directors to be vice- chairman or
    vice-chairmen. The vice-chairman shall have duties stipulated in the
    articles of association in the businesses assigned by the chairman
    of the board.

-   At a meeting of the board of directors, at least one half of the
    total number of directors present shall form a quorum. In case the
    chairman of the board is not present at the meeting or cannot
    perform his or her duty, and if there is vice-chairman, the
    vice-chairman present at the meeting shall be the chairman of the
    meeting. If there is no vice-chairman or if there is a vice-chairman
    who is not present at the meeting or cannot perform his or her duty,
    the directors present at the meeting shall elect one of the
    directors to be the chairman of the meeting. Decisions at the
    meeting shall be made by majority vote. Each director is entitled to
    one vote, but a director who has interests in any matter shall not
    be entitled to vote on such matter. In the event of a tie vote, the
    chairman of the meeting shall have a casting vote.

-   No director shall operate any business which has the same nature as
    and is in competition with the business of the company or become a
    partner in an ordinary partnership or become a partner with
    unlimited liability in a limited partnership or become a director of
    a private company or any other company operating business which has
    the same nature as and is in competition with the business of the
    company, unless he or she notifies the shareholder meeting prior to
    the resolution for his or her appointment.

-   A director shall notify the company without delay when the following
    events occur:

    - He or she has a direct or indirect interest in any contract which
    is made by the company with the other company or shareholders during
    a fiscal year (if any)

    - He or she holds shares or debentures of the company or an
    affiliated company, and shall indicate the total number of shares
    increasing or decreasing during a fiscal year (if any).

-   The chairman is authorized to cosign with one of the other 2
    directors with company's seal to affect company documents or the
    board of directors shall appoint authorized directors to cosign with
    company's seal.

(2) Appointment of Directors

-   Directors of the company have not do been appointed by the
    nominating committee.

-   At present, eight directors represent major shareholders.

-   The company shall have a board of directors comprising of at least 5
    directors to conduct the business of the company, not less than half
    of whom shall reside within the Kingdom.

-   The directors shall be elected at the shareholder meeting in
    accordance with the following rules and procedures:

    - Each shareholder shall have a number of votes equal to the number
    of shares held.

    - Each shareholder may exercise all the votes he or she has
    under (1) to elect one or several persons as director or directors
    but the shareholder shall not allot his or her votes to any person
    in any number.

    - After the vote, the candidates shall be ranked in order descending
    from the highest number of votes received to the lowest, and shall
    be appointed as directors in that order until all of the director
    positions are filled. Where the votes cast for candidates in
    descending order are tied, which would otherwise cause the number of
    directors to be exceeded, the chairman shall make the decision for
    the remaining appointment.

    Vacancy of Directors

-   At every annual general meeting, one-third of the directors shall
    retire. If the number of directors is not a multiple of three, the
    number of directors closest to one-third shall retire for the first
    year. For the second year after the registration of the company, the
    retirement shall be selected by drawing lots. In subsequent years,
    the director who has held office longest shall retire.

-   Apart from vacation upon the expiry of his or her term, a director
    shall vacate office upon:

1)  death;

2)  resignation;

3)  lack of qualifications or possession of prohibited characteristics
    under Section 68; of Public Limited Companies Act BE.2535

4)  Removal by a resolution of the shareholder meeting of not less than
    three quarters of the number shareholders attending the meeting who
    have the right to vote and who have shares totaling not less than
    half of the number of shares held by the shareholders attending the
    meeting and having the right to vote.

5)  Removal by a court order.

-   In the case of a vacancy in the board of directors for reasons other
    than the expiration of the director's term of office, the board of
    directors shall elect a person who has the qualifications and who
    possesses no prohibited characteristics under Section 68 as the
    substitute director at the next meeting of the board of directors,
    unless the remaining term of office of the said director is less
    than two months. The substitute director shall hold office only for
    the remaining term of office of the director whom he or she
    replaces. The resolution of the board of directors shall be by a
    vote of not less than three-quarters of the number of directors
    remaining.

 Names of Members and Scope of Performance of the Audit Committee

The board of directors meeting of Pato Chemical Industry Public Co.,Ltd.
No. 5/1999 held on 17 December 1999 passed a resolution appointing the
Audit Committee with the following details :

1. Names of members of the Audit Committee are as follows :

Chairman of the Audit Committee Mr.Lertchai Leelayonkul

Member of the Audit Committee Dr.Chongrak Prichanont

Member of the Audit Committee Mr.Chaiwat Chandarasrivongs

Secretary to the Audit Committee Mr.Visut Vanijcharoenkarn

2. The Audit Committee of the Company has the scope of duties and
responsibilities, and shall report to the company's board of directors
as follows :

2.1 To review the sufficiency, credibility and objectivity of the
financial report

2.2 To review the adequacy and effectiveness of internal control systems
and internal audit functions.

2.3 To review compliance with the Securities and Exchange Acts,
Regulations of the SET, and any other relevant laws.

2.4 To consider and advise the appointment of the external auditors
including the audit fee.

2.5 To consider compliance with all connected transaction disclosures of
the conflict of interests disclosure.

2.6 To report the activities of the audit committee in the company's
annual report, which must be signed by the chairman of the audit
committee.

2.7 To take care of any other matters assigned to it by the board of
directors.

3. Terms for holding office : 3 Years

(3) Executives’ Remuneration

Total remuneration for the management of company from ranking “Manager”
up for the period of 1 year are as follows:

(3.1) Cash remuneration

- The Board of directors of 12 persons received meeting allowances total
826,120 Baht

Directors receive only meeting allowance. Salary has not been paid.

- Managers received 4,919,172 Baht which includes salary, commission,
bonus, car expense, social security expense, accident insurance,
provident fund.

(3.2) Other remuneration

- None

(4) Good Corporate Governance

The Board of the company adheres to the Code of Best Practices as
exercised by the Board of listed companies strictly following the
guidelines set by the Stock Exchange.

(5) Protecting against the use of insider information

The company has a policy and method to prevent company executives from
using the company’s inside information for personal gain or for the
purchase of securities before the company’s financial statement is
disclosed to public. Anyone with no responsibility with compiling the
financial statement will have no access to information in the financial
statement until that financial statement is officially released to the
public. Moreover, all executives and personnel must immediately report
to the company secretary of any changes or additions to the securities
they hold, so that this information is each time reported to the
Chairman of the Board.

(6) Personnel

Total Number of Employee as of 31 December 2000 is 172.

There has been no significant change of number of employees.

Total remuneration for all employees

Remuneration includes salary, bonus, commission, car allowance, provident fund, social security welfare,

Insurance and social security welfare for 2000 are 36,504,480 baht.

Employees develop their efficiency with regular participation in
seminars.