News Detail: [TGPRO] 7th Progress Report on Improving Plan of TGPROSymbol: TGPRO Headline: 7th Progress Report on Improving Plan of TGPRO Time: 22 Jul 2004 08:18:03 July 20, 2004 Subject : The Seventh Progress Report on Improving the Process of Business Reorganization Plan of Thai-German Products Public Company Limited To : The President The Stock Exchange of Thailand Reference : 1. The Stock Exchange of Thailand's Letter No.Bor Jor 307/2546 Dated April 21, 2003 2. The Sixth Progress Report on Improving the Process of Business Reorganization Plan of Thai-German Products Public Company Limited On May 22, 2004 Regarding to the second above references, May 31, 2004, The Central Bankruptcy Court had not yet approved The Third Amendment of the Business Reorganization Plan ("The Plan") and suggested to adjust some point of The Plan. On July 14, 2004, The Plan Administrator had adjusted The Plan and submitted to all creditor meeting to approve The Plan by 84% of total debt. The Central Bankruptcy Court is going to consider to agree the plan on July 23, 2004. The details of The Plan, The Plan Administrator hereby submit to you the summary report of The Plan. Yours Sincerely, - SIGNATURE - (Mr.Apinun Ratchatasombat) Executive Planner Representation Summary Report of Third Amendment of the Business Reorganization Plan Of Thai-German Products Public Company Limited ("TGPRO") (1) Date of Submit the Business Reorganization Plan ("the Plan") date of all creditor meeting approval and expected date of consideration by the Bankruptcy Court 1.1 On June 29, 2004, the Plan was submit to the Receiver. 1.2 On July 14, 2004, the all creditor meeting had approved the Plan. 1.3 Expected date of agreement by the Bankruptcy Court will be held on July 23, 2004. (2) Table of Allocation of Debts Under the Plan, all outstanding debt will be subjected to re-arrange as following Type of debt Former Principle New Principle Description Amendment A 178,230,800 178,230,800 Paid by cash collection from non No changing by payment core assets or transferring non core within 10 years after May assets to secure creditor who has 18, 2000 non core assets for collateral B1 1,147,215,784 613,112,890 Debts was classified on forced sales of Convert B1 to equity core assets but not exceeding of Amounting to Baht mortgage debts 534,102,894. B2 200,000,000 106,887,110 Debts was classified on new working Convert B2 to equity to capital Baht 93,112,89 0 B3 1,027,784,216 80,000,000 Debts was classified to unsecured Convert B3 to equity to creditors Baht 947,784,21 6 Total B 2,375,000,000 800,000,000 C1 175,659,827 0 Debts was classified to subordinate Disposal of C1 debt Debentures and suspend payment C2 1,901,140,173 0 Suspend Payment Disposal of C2 debt Total C 2,076,800,000 0 D 1,300,000,000 0 Convertible Debenture Force convert of all convertible debentur e Grand Total 5,930,030,800 978,230,800 (3) Table of Payment on Debt B Under the Plan, the time table of Debt B payment as following Year Principle Payment 2006 40 2007 60 2008 100 2009 100 2010 100 2011 100 2012 100 2013 100 2014 100 Total 800 (4) Interest on Debt B Payment Under the Plan, interest on Debt B payment as following (4.1) Average interest rate at MLR of SCIB, IFCT and KTB (4.2) Interest of 2004 and 2005 will be paid at 2% p.a. and 3% p.a. respectively. The difference of interest MLR and such actual interest of 2004 and 2005 will be paid within 10 years after The Bankruptcy Court agreed with the Plan. (5) Issuing TGPRO common shares (5.1) Force convert convertible debenture #2 (CD2) hold by Plan Administrator from 50,000,000 common shares to 34,166,667 common shares. Common share 17,083,333 shares will be issued to Plan Administrator and the rest of common shares 17,083,334 shares will be issued after TGPRO has payment debt not lower Baht 200 million. (5.2) Issuing warrant to the small shareholders of TGPRO as at shareholders list June 1, 2000 except Plan Administrator and its related parties totally 24,379,943 warrants at no price and ratio of 2.493 common share to 1 warrant. The holder of warrant can exercise the warrant to the common shares at price of Baht 0.19 per share within 15 days after the first day of TGPRO common shares resumed trade in SET. (5.3) Issuing warrant to TGPRO management and staff under ESOP plan totalling 17,083,333 warrants at no price. The exercise warrant price was set at Baht 3 per share and exercised period 5 year after the date of issuing warrants. (6) Decreasing common share par value After increasing and decreasing common shares, Plan Administrator will register decreasing common share par value from Baht 10 to Baht 1 per share. (7) Buy Back Agreement During 3 years after the Bankruptcy Court has agreement with the Plan, Plan Administrator has right to buy back 35%of common share from convert debt B to equity and CD#1 at the following price A) Baht 1.71 per share before TGPRO common share could be resumed trade in SET B) Baht 1.71 per share or 80% of 5 days closing price in SET which heigher after TGPRO common shares had been resumed trade in SET. (8) Revise the period of payment of trade creditor Revise the period of payment of trade creditor from 5 years to 10 years since May 18, 2000.