14. Grand Star Industry Co., Ltd. 16,400,000 1.72 Total 712,099,980 74.57 Foreign Shareholders As of December 25, 2003 Total no. of foreign shareholders: 22 Total no. of shares held 453,700 or 0.05% of paid-up capital Note: SCG has a limitation on the percentage of equity shares held by foreign shareholders stated in the article of association that "Shares of the Company can be transferred without limitation except that such transfer cause the portion of foreign shareholders to exceed 30% of total shares outstanding. The Company preserves the right to reject any transfer that causes the foreign shareholders portion to exceed the abovementioned ratio. Board of Directors Name Position 1. Admiral Anuchit Pekanan President 2. Mr. Viroj Theeravatvatee Managing Director 3. Mr. Boonsithi Chokwatana Director 4. Mr. Boonkiet Chokwatana Director 5. Mr. Thirasak Vikitset Director 6. Dr. Atthakorn Glankwamdee Director 7. Mr. Santi Vilassakdanont Director 8. Mr. Tanong Srichit Director 9. Mr. Amorn Asvanunt Director / Chairman of Audit Committee 10. Mr. Khachornsakdi Vanarateseath Director / Audit Committee 11. Mr. Surong Ongkhosit Director / Audit Committee Audit Committee The extraordinary shareholders meeting No. 7/2546 held on December 10, 2003 passed a resolution appointing the audit committee. Members of the audit committee Chairman Mr. Amorn Asvanunt Member Mr. Khachornsakdi Vanarateseath Member Mr. Surong Ongkhosit Scope of duties and responsibilities 1) Review the Company's financial reporting process to ensure accuracy and adequate disclosure. 2) Ensure that the Company has suitable and efficient internal control and internal audit systems. 3) Review the performance of the Company to ensure compliance with the securities and exchange low, regulations of the Stock Exchange of Thailand (SET) or laws relating the securities business. 4) Select and nominate the auditor of the Company and propose the auditor fee. 5) Consider the disclosure of information to ensure the accuracy and completeness in case of connection transaction or transaction that may lead to conflict of interest. 6) Prepare a report on activities of the audit committee and disclose it in the annual report of the Company. 7) Perform any other act assigned by the board of directors and approved by the audit committee. Terms for holding office 1) Chairman 1 Year 2) Member 1 Year Listing Conditions -None- Silent Period Shareholders, who own common shares before the company's public offering, holding 786,772,000 shares or 82.38% of paid up capital, certify to the Stock Exchange of Thailand that their shares will not be sold for the period of one and a half years from the trading date. Upon the expiry of each 6 months period of the prescribed time, those shareholders will be allowed to sell 25% of the total amount of shares prohibited for sale and the rest after one and a half years. Relaxation -None- Others -None- Statistical Summary Year In thousands Baht/share* Payout Total Sales Net Profit Earning Dividend Book Ratio** (%) (Loss) (Loss) Value 2000 1,627,210 (19,390) (0.24) 1.25 9.67 (126.03) 2001 1,904,653 225,804 2.75 1.50 10.92 95.00 2002 1,922,329 259,184 3.16 1.25 12.83 43.79 As of September 30, 2003 1,549,402 289,872 3.54 1.25 15.12 N.A. Note: * Par value at Baht 10 per share ** In the past, the dividend paid was calculated based on retained earnings of the Company. Most of them were interim payments without specifically identify the amount paid from net income of each year. Therefore, in calculation the dividend per share and dividend payout ratio is assumed that 95% of dividend was paid from net income of the first year, then, the rest was paid from net income of next year. Important Items in the Financial Statements Sahacogen (Chonburi) Public Company Limited As of December 31 In thousand Baht Balance Sheet Audited Reviewed 2000 2001 2002 2003 (Jan-Sep) Assets Cash and cash at banks 243,603 5,639 8,193 352,774 Promissory note 200,000 0 0 0 Account receivable-trade 230,698 230,572 241,394 244,489 Account receivable-related companies 30,226 38,624 47,267 56,843 Inventories 45,393 60,227 60,124 70,378 Other current assets 23,220 13,820 19,863 24,321 Cash at banks 0 293,793 517,824 230,000 PP&E - net 2,883,672 3,032,175 3,100,402 3,029,442 Total non-current assets 2,883,772 3,529,393 3,618,465 3,259,650 Total assets 3,656,912 3,878,275 3,995,305 4,008,455 Liabilities Account payable-trade 160,798 179,037 190,314 106,769 Account payable-related companies 20,961 23,302 19,699 18,888 Current portion of long-term debt 133,437 165,976 125,665 131,000 Total current liabilities 338,333 460,162 366,193 279,945 Long-term debt-net 2,525,929 2,522,659 2,576,974 2,489,000 Total liabilities 2,864,262 2,982,820 2,943,167 2,768,945 Shareholders' equity Registered capital 820,000 820,000 850,000 850,000 Issue and fully-paid capital 820,000 820,000 820,000 820,000 Retained earning (loss) (27,350) 75,454 232,138 419,510 Total shareholders' equity 792,650 895,454 1,052,138 1,239,510 Total liabilities and shareholders' equity 3,656,912 3,878,274 3,995,305 4,008,455 Income Statement Audited Reviewed 2000 2001 2002 2003 (Jan-Sep) Sales revenue 1,627,210 1,904,653 1,922,329 1,549,402 Total revenue 1,630,121 1,912,479 1,925,374 1,550,361 Cost of sales (1,070,309) (1,346,144) (1,476,244) (1,103,317) SG&A (34,701) (42,598) (50,360) (55,892) Profit (loss) on foreign exchange (288,092) (70,808) 25,964 37,186 Interest expenses (256,409) (227,124) (165,549) (96,123) Extraordinary items 0 0 0 (42,342) Net profit (loss) (19,390) 225,804 259,184 289,872 Earning per share (0.24) 2.75 3.16 3.54 Book value (Baht/share) 10 10 10 10* Note: In October 2003, SCG has changed par value from Baht 10 to Baht 1 per share. Prepared by Sahacogen (Chonburi) Public Company Limited a:\scg-e.txt