Symbol: N-PARK
Headline: Resolution of the Extraordinary Shareholders Meeting 1/2004
Time: 15 Sep 2004 09:03:29

    (Translation)
No. N-Park 0903/2004
                                      September 15, 2004
Subject          Notice of the Resolution of the Extraordinary Shareholders Meeting No.1/2004
To               Directors and President of the Stock Exchange of Thailand
Enclosure      Preliminary Features of the Convertible Debentures

                  Natural Park Public Company Limited (the "Company") would like to give notice of the resolutions of the Shareholders Meeting No.1/2004 of the Company which 
was held on September 14, 2004 as follows:

Item 1     The Meeting resolved to adopt the Minutes of the Annual General Meeting of Shareholders No.1/2004 held on April 28, 2004;
Item 2.    The Meeting resolved to approve the merger and the implementation of the shareholding restructuring and management plan of the Company (including additional detail) and 
to approve the casting votes for delisting the shares of Pacific Assets Public Company Limited ("PA"), material details of which are as follows: 
Objectives of the Merger

(a)     To achieve synergy benefits in the management;
(b)    To reduce redundancy in the corporate structure, which will prevent the future conflict of interest, enhance flexibility and efficiency in business management, decrease 
administrative expenses, enhance efficiency in cost management, and optimize its resources through economy of scale.

Material Details of the Shareholding Restructuring and Management Plan 
(a)     The Company will make a tender offer for all securities of PA from PA's shareholders in which the Company offers the following options to the minor shareholders of PA: 
         (aa)    Remuneration in the form new shares of the Company: the exchange ratio is four new shares of the Company at the par value of Baht 10 per share for one share of PA at the 
                  par value of Baht 10 per share; or 
         (bb)   Remuneration in the form of cash: the offering price equals Baht 5.86 per share which is the weighted average price five business days prior to the date of the Board of Directors' 
                  meeting (August 6, 2004).  Any shareholder wishing to receive a cash payment shall be responsible for a fee of sale at the rate of 0.25 percent and value added tax at the rate of 
                  7 percent of such fee.

The shareholders not intending to join this program i.e. the remaining shareholders of PA shall receive compensation in the form of cash from the Company upon the transfer of assets 
and dissolution of PA under the following conditions:
1.      Calculation is to be made of the difference between (a) the average of the up-to-date (i.e. determined not more than three months before the date of transfer) appraisal 
price which will be prepared by two appraisers (named in the list certified by the Office of the Securities and Exchange Commission) for the purpose of acquisition of the assets 
to be transferred and (b) the book value of the assets to be transferred by PA to the Company of the said assets (the "Excess Value") as per the latest financial statements reviewed 
or audited by the auditor.
2.      The Company shall make cash payment to the remaining shareholders of PA in accordance with the number of shares held by each of remaining shareholders.  This payment 
shall be equal to the Excess Value divided by the total number of shares at that time (including the shares of PA held by the Company).  In this regard, the remaining shareholders of PA 
shall be responsible for taxes on his/her part (if any).  With respect to payment to the remaining shareholders of PA, it will take some time for preparing and delivering a check.  
However, the Company shall do so within 30 days after the Company receives a transfer of each item of the assets. 
3.      The Company shall receive the transfer of all assets from PA within a period of not more than one year from the date of the tender offer under the shareholding and 
management restructuring plan.
4.      The remaining shareholders of PA shall receive their remaining payment based on the book value of PA when PA completes the dissolution of its business.  It is expected 
that this will take not more than six months after the Company receives the transfer of all assets from PA.  In this regard, the remaining shareholders of PA shall be responsible for 
taxes on their part (if any).    With respect to payment to the remaining shareholders of PA, it will take some time for preparing and delivering a check.  However, the Company 
shall do so within 30 days after the completion of the dissolution of the Company. 

The Company will request a waiver regarding the tender offer before the one year period counting from the expiration of the period as specified in the previous tender offer of PA 
and submit the amendment of the conditions in the previous tender offer and any matters related to the merger and the implementation of the shareholding restructuring and management 
plan to the Office of the SEC.  If the waiver regarding the tender offer before the one year period counting from the expiration of the period is not approved, the Company will proceed 
with the tender offer as soon as practicable to comply with relevant regulations. 
(b)    The Company will increase its registered capital by Baht 4,890,418,120 by issuing 489,041,812 new ordinary shares, at the par value of Baht 10 per share. The 489,041,812 
          new shares issued will be allotted and offered for sale to the shareholders of PA who offer to sell their shares to the Company according to the tender offer.
(c)     The Company as a shareholder of PA will cast its vote for the delisting of securities of PA from the Stock Exchange of Thailand
(d)     The Company will accept a transfer of the entire assets and liabilities of PA after the delisting of PA.

Conditions of Successful Implementation of the Shareholding Restructuring and Management Plan 
(a)     The Stock Exchange of Thailand pre-approves the shareholding restructuring and management plan;
(b)     The Office of the SEC grants to the Company approval for amendment of the conditions of the previous tender offer and any matter related to this shareholding restructuring and 
          management plan.  If the Company does not obtain waiver regarding the tender offer before the one-year period counting from the expiration of the period as clarified in the 
          previous tender offer, this will delay the restructuring process and the Company will proceed with the tender offer as soon as practicable;
(c)     The meeting of the shareholders of the Company approves the merger and the implementation of the shareholding restructuring and management plan, including other relevant matters, 
          such as the capital increase and allotment of the newly issued shares to the shareholders of PA, the tender offer for all securities of PA, and the acquisition of assets and 
          liabilities of PA and its subsidiaries;
(d)     The meeting of the shareholders of PA approves the merger and the implementation of the shareholding restructuring and management plan including other relevant matters, 
          such as changes in the policy and management plan and the disposal of the entire assets and liabilities of PA and its subsidiaries;
(e)      The meeting of the shareholders of PA approves the delisting of the shares of PA from the Stock Exchange of Thailand and the Stock Exchange of Thailand approves the delisting 
           of the shares of PA;
(f)      The Office of the SEC grants approval for the offer of the newly issued securities for sale and the tender offer for all securities of PA;
 
          As the Company is a shareholder of PA, the Company shall attend a meeting and cast a vote for the delisting of securities of PA from the Stock Exchange of Thailand.  
          For the casting of vote on this item, it shall be deemed that the Company is approved to vote at a shareholders meeting of PA for the delisting of the shares of PA from the 
          Stock Exchange of Thailand.
Item 3  The Meeting resolved to approve the acceptance of transfer of ordinary shares of PA and the entire assets and liabilities of PA and its subsidiaries at the book value.
Item 4  The Meeting resolved to issue and offer the convertible debentures with the preliminary features as specified in the Enclosure and resolved to authorize the Board of Directors 
           considering the details and conditions related to the issuance and offering of the convertible debentures. 
          Item 5  The Meeting resolved to approve the increase of the Company's registered capital by Baht 14,890,418,120 from the existing registered capital of Baht 80,571,600,000 to Baht 
          95,462,018,120 by issuing 1,489,041,812 ordinary shares with the par value of Baht 10.
Item 6  The Meeting resolved to approve the amendment of Clause 4 of the Memorandum of Association so as to reflect the increase of the Company's registered capital to as read 
           as follows "Clause 4.  Registered capital of Baht 95,462,018,120  consists of 9,546,201,812 shares with the par value of Baht 10 Baht divided into 9,546,201,812 ordinary shares 
          and there is no preferred shares.
Item7   The Meeting resolved to approve the allocation of 1,489,041,812 new shares as follows:
          1. To allocate 489,041,812 new shares as the payment for PA's shares to the shareholders of PA at the ratio of four new shares of the Company with the par value of Baht 10 
to one share of PA with the par value of Baht 10.
          2. To allocate 1,000,000,000 new shares to reserve the conversion of the new convertible debentures of the Company. 

Please be informed accordingly.

                                                                                                                      Sincerely yours, 
                                                                                                        Natural Park Public Company Limited 
                                                                                                                          -SIGN-
                                                                                                            (Mr. Thowthawal Subhavanich)
                                                                                                                  Chief Financial Officer



                                                             Preliminary Features of the Convertible Debentures 


Type                                                          :     Convertible debenture in name certificate with the right to convert into ordinary shares of the Company
Objective                                                     :     Use as a working capital for business operation
                                                                      Use as a capital for business expansion
                                                                      Use as a capital for debt refinancing payment
Amount                                                      :     Not exceeding 500 units.  Nevertheless, after the conversion of the entire offered convertible debentures, the number 
                                                                      of ordinary shares from such conversion shall not exceed the number of ordinary shares reserved 
                                                                      for the conversion which is not exceeding 1,000,000,000 shares.  
Face value                                                   :     US$100,000 
Total issue of the convertible debentures               :     Not exceeding US$ 50 million or any equivalent currency
Tenor                                                         :     Not exceeding five years from the issuing date
Conversion period                                          :     Daily from the issuing date 
Expiration of the conversion period                     :     Seven days prior to the maturity of the convertible debentures
Conversion ratio and conversion price                  :     One unit of the convertible debenture will be converted into newly issued shares.  The conversion price for each new ordinary 
                                                                      share will be specified by the Board of Directors of the Company and such price shall be in the range between 105% to 125% of the market 
                                                                      price based on the weighted average closing price or the average closing price of the Company's shares traded on 
                                                                      the Stock Exchange of Thailand for a certain period prior to the offer for sale of the convertible debentures.  
                                                                      The number of days used for calculation of the average closing price shall be specified by the Board of 
                                                                      Directors of the Company or any person designed by the Board of Directors.  Such number of days must be ranged 
                                                                      between 15 days and 30 days Nevertheless, one unit of the convertible debenture will be converted into 
                                                                      the new ordinary shares in a number equal to100,000 x E / P shares
                                                                     where
                                                                     E =     Exchange rate of the US Dollar currency as of the offering date of the convertible debenture (unit: Baht per US Dollar)
                                                                     P =     Conversion price specified by the Board of Directors of the Company (unit: Baht per share)
Number of ordinary shares reserved for the conversion     :     Not exceeding 1,000,000,000 shares Nevertheless, the total number of ordinary shares reserved for the conversion 
                                                                              of this offering combining with other offering of the convertible debentures or warrants with the rights to purchase ordinary 
                                                                              shares must not exceed 1,000,000,000 shares or 12.41% of the total issued shares of the Company 
                                                                              which equals to 8,057,160,000 shares 

Allocation method                                                   :    Internationally offered to the investors pursuant to the Securities and Exchange Commission Notification 
                                                                              No. GorJor. 47/2541, Re. Rules, Conditions, and Procedures for Requesting and Granting of Approval for the In
                                                                              ternational Offering of Newly Issued Debentures to the Investors, dated December 25, 1998 (as amended).  
                                                                              The offering may be made on one or several separate occasions.
Impact on shareholders                                              :   In the case of exercising all of the conversion right pursuant to all convertible debentures, the number 
                                                                               of ordinary shares from such conversion equals to 1,000,000,000 shares.  
                                                                               After combining such shares from conversion with the 8,057,160,000 existing shares, the total shares of the Company 
                                                                               will equal to 9,057,160,000 shares.  Therefore, the voting right of the existing shareholders will be reduced by 
                                                                               1,000,000,000/9,057,160,000 or 11.04% of the paid-up capital after the capital increase.  

                                                                               However, if the conversion right pursuant to all convertible debentures is exercised and shareholders 
                                                                               of Pacific Assets Public Company Limited offer all shares to the Company as per the tender offer causing 
                                                                               the Company to issue additional 489,041,812 shares, the total number of (i) the existing shares, (ii) the shares from 
                                                                               the conversion of convertible debentures, and (iii) offered shares for tender offer will be 9,546,201,812 shares. 
                                                                               Therefore, the voting right of the existing shareholders will be reduced by 1,489,041,812/9,546,201,812 
                                                                               or 15.60% of the paid-up capital after the capital increase. 

                                                                               It is expected that the earnings per share will be affected in an early period from the date of exercise of conversion 
                                                                               right pursuant to the convertible debentures only.  However, at current economic growth and the Company's 
                                                                               growth resulting from the gradual completion of the projects which causes an increase of the Company's revenue, 
                                                                               the Company expects that earnings per share will increase, this will compensate for the impact on the shareholders in the long-term.

                                                                               It is expected that there will be no impact on the market price of shares (price dilution) on the date the 
                                                                               convertible shares are issued because the conversion price is greater than the market price 
                                                                               (based on weighted average closing price or the average closing price of the Company's shares traded on 
                                                                               the Stock Exchange of Thailand for a certain period prior to the offer for sale of the convertible debentures for which 
                                                                               the number of days used for calculation of the average closing price shall be specified by the Board of Directors of the Company).  
                                                                               However, if the Company's shares price is greater than the aforementioned market price on the issued date of the convertible 
                                                                               debentures or if the Company's shares price is greater than the conversion price, this may impact on 
                                                                               the market price of shares (price dilution).

Early redemption                                              :           1. The Company may or may not entitle to redeem the convertible debentures prior to the maturity depending 
                                                                                upon the terms and conditions of each tranche of the issued convertible debentures which 
                                                                                will be specified by the Board of Directors.
                                                                   :            If the Company is entitled to redeem all of the convertible debentures prior to its maturity (call option), 
                                                                                the price of such early redemption shall be approximately between 100% and 120% of the face value plus 
                                                                                accrued interest (if any).  The date for the early redemption will be after 3 years of the issuance date and when 
                                                                                the closing price of the Company's shares is not less than 130% of the conversion price for the period 
                                                                                of not less than 15 consecutive days out of 30 trading days.

                                                                     :          2. The holders of the convertible debentures may or may not entitle to request the Company to redeem the convertible 
                                                                                debentures prior to the maturity depending upon the terms and conditions of each tranche of the issued 
                                                                                convertible debentures which will be specified by the Board of Directors.If the holder of the convertible 
                                                                                debentures is entitled to request the Company for the early redemption of all convertible debentures 
                                                                                (put option), the price of such early redemption shall be approximately between 100% and 120% 
                                                                                of the face value plus accrued interest (if any).  The date for the early redemption will be after 3 years of the issuance date.  
                                                                                Nevertheless, if the holders of the convertible debentures requests for the early redemption of the entire amount, 
                                                                                the Company must obtain the source of fund for the early redemption in the amount of not exceeding 120 %
                                                                                of the face value or in the total amount of not exceeding USD 60 million

Events requiring the Company to issue new shares to               Upon an occurrence of events under Clause 35/5 of the Securities and Exchange Commission
accommodate a change of the exercise of conversion right          Notification No. GorJor. 32/2544, Re: Application and Grant of Approval for Offering Newly Issued Shares 
                                                                                dated 19 October 2001 (as amended).

Issuance of Convertible Debenture                                       Comply with Stock Exchange of Thailand's and Securities and Exchange Commission's regulation