REPORT ON RESOLUTIONS OF THE BOARD OF DIRECTORS MEETING NO.1

8th March 1998 Subject : Report on Resolutions of the Board of Directors Meeting No. 1/1999 To : Directors and Manager of the Securities Exchange of Thailand Whereas the Board of Directors of Sino-Thai Engineering & Construction Public Company Limited convened the Board of Directors Meeting No. 1/1999 during 15.00 hours - 17.00 hours on March 8, 1999. The Company would like to report the resolutions adopted at the said meeting as follows: 1. Approval of the Board of Directors report on the Companys Operating Results for the year ending December 31, 1998 and to propose same to the Annual General Meeting of Shareholders for consideration. 2. Confirmation that Khunying Niramol Suriyasat, Mr. Anutin Charnvirakul and Mr. Vallop Rungkijvorasathien will retire as directors by rotation at the Annual General Meeting of Shareholders and to propose that the shareholders consider appointing new directors to replace the retiring directors. 3. Approval of the Balance Sheet and Profit and Loss Statement for the fiscal period ending 31st December 1998 and to propose same to the Annual General Meeting of Shareholders for consideration. 4. Approval of the relinquishment of the declaration of year end dividends for 1998 and submitting the matter to the shareholders for acknowledgement. 5. The appointment of Mr. Supot Singhasaneh, C.P.A. License No. 2826 and/or Mr. Nirand Lelamathwat, C.P.A. License No. 2316 of KPMG Peat Marwick & Suthee as auditor of the Company for 1999 and the remuneration of auditor is to besubmitted to the shareholders for consideration. 6. Proposal that the shareholders consider fixing the remuneration of the Board of Directors for 1998. 7. Approval of the appointment of Mr.Chamni Janchai, Police Major General Jate Mongkolhutthi and Dr.Chaiyaphon Horrungruang as the audit committee. That the appointment of Mr.Chamni Janchai, Police Major General Jate Mongkolhutthi and Dr.Chaiyaphon Horrungruang as new directors to hold the position of independent directors and audit committee should be submitted to the Annual General Meeting of Shareholders for consideration and approval. 8. Convening the Annual General Meeting of Shareholders No. 6/1999 and to close the Companys share register book as follows: 8.1 The Annual General Meeting of Shareholders No. 6/1999 will be convened at 15.30 hours, on April 9, 1999 at JW Marriott,Sukhumvit,Soi 2 Bangkok The matters to be transacted at the meeting are:- (1) To approve the minutes of the Annual General Meeting of Shareholders No. 5/1998. (2) To approve the Board of Directors' report on the Company's Operations as of December 31, 1998 together with the 1998 Annual Report. (3) To consider the appointment of new directors in place of those retiring by rotation. (4) To consider the appointment of three additional directors (Independent Director/Audit Committee). (5) To consider the appropriation of profit and the relinquishment of declaration of dividend for 1998. (6) To consider the Balance Sheet and Profit and Loss Statements for the fiscal period ended 31st December 1998. (7) To consider the appointment of the Company's Auditor for 1999 and fixing the auditor's remuneration. (8) To consider the approval of the Directors' Remuneration for 1999. (9) Other business (if any). 8.2 The Company will close the Registration Book on March 23, 1999 at 12.00 hours until the meeting is adjourned. Eligible shareholders may exercise their right to attend the Annual General Meeting of Shareholders. Please be advised accordingly. Yours sincerely, Sino-Thai Engineering & Construction Public Company Limited (Mr.Anutin Charnvirakul) Managing Director