NSOLIDATED FINANCIAL STATEMENTS QUATER 1/2000

Consolidated Company's Separate Policy of interest rate on loans charging Balance Sheet Balance Sheet Consolidated Company's separate (Thousand Baht) (Thousand Baht) Balance Sheet Balance Sheet Subsidiary Sino-Thai Construction Services Company - 7.3941 - 9% Limited Beginning balance - 194,506 Increase in loan during period - - Decrease in loan during period - (35,595) Less Allowance for doubtful accounts - (158,911) Ending balance carried forward - - Associated company MMR Asia Company Limited 15-17% 17% Beginning balance 20,364 14,864 Increase in loan during period - - Decrease in loan during period (3,252) (3,252) Less Allowance for doubtful accounts (17,112) (11,612) Ending balance carried forward - - Thai Maintenance Contracting Company 10% 10% Limited Beginning balance 13,000 13,000 Increase in loan during period - - Decrease in loan during period (8,000) (8,000) Ending balance carried forward 5,000 5,000 Total 5,000 5,000 Other Related Parties Beginning balance 77,297 - Increase in loan during period - - Decrease in loan during period - - Less Allowance for doubtful accounts (77,297) - Ending balance carried forward - - Total short-term loans to related parties - net 27,017 29,559 Investments and loans Investments in related parties as at March 31, 2000 (Amount in Thousand Baht) Fully Paid Company's separate Shares Capital Portion of Balance Sheets Consolidated balance sheets Company's Name Type of Business (Thousand Baht) Interest Cost Method Equity Method Cost Method Equity Method Joint Ventures Philipp Holzmann (Thai)/ U.T.M. Engineering/ Sino-Thai Joint Venture - 100% - 14,861 - 14,861 Zueblin-W&F-Stecon Joint Venture - 33% - - - - The Joint Venture of Tomen Enterprise (Bangkok) Limited/Sino-Thai Engineering and Construction Public Company Limited/ Totems Company Limited - 33% - - - - Sino-Thai Joint Venture - 100% - - - - Total investment in joint ventures - 14,861 - 14,861 Related Parties Subsidiaries Sino-Thai Construction Rental, dealer Services Company in construction Limited equipment and heavy machinery 30,000 99.99% 29,999 - - - Sino-Thai Resources Development Public Company Limited Mining 130,000 51.16% 201,442 67,360 - - Total investments in subsidiaries 231,441 67,360 - - (Amount in Thousand Baht) Fully Paid Company's separate Shares Capital Portion of Balance Sheets Consolidated balance sheets Company's Name Type of Business (Thousand Baht) Interest Cost Method Equity Method Cost Method Equity Method Associated Companies HTR Corporation Limited Real estate 500,000 47.6% 329,000 194,653 329,990 194,653 DKK Sino-Thai Engineering Telecommunications Company Limited and transmission lines 8,000 35% 2,800 43,716 2,800 43,716 ACS Asia Company Limited Light steels fabrication 10,000 50% 5,000 8,986 5,000 8,986 Thai Maintenance Maintenance Contracting Company service for large Limited industrial plants 12,315 25.14% 2,340 7,016 2,340 7,016 340,130 254,371 340,130 254,371 Less Provision for declining in value of investment (8,986) (8,986) Total investments in associated companies 245,385 245,385 Total investments in related parties 312,745 245,385 Others Available for sale securities STP & I Public Steel fabrication, Company Limited Steel construction, Industrial boilers and pressure vessels Manufacturing 250,000 10% 75,750 - 75,750 - Nakornthai Stripmill Public Company Limited 8,600,000 1.85% 110,000 - 110,000 - Thanayong Public Company Limited 3,064,557 0.02% 10,033 - 10,033 - 195,783 195,783 - Less Provision for declining in value of available for sale securities (163,126) - (163,126) - Total available for sales securities 32,657 - 32,657 - (Amount in Thousand Baht) Fully Paid Company's separate Shares Capital Portion of Balance Sheets Consolidated balance sheets Company's Name Type of Business (Thousand Baht) Interest Cost Method Equity Method Cost Method Equity Method General Securities Abico Land Company Limited 200,000 15% 30,000 - 30,000 - Nithipat Leasing Company Limited 800,000 15%, - - 129,568 - 11.25% 97,168 - - - Peroxy Thai Company Limited 793,000 2.73% 21,650 - 21,650 - The Preferred Shares Mutual fund - Subordinated Debentures of Thai Farmer Bank Public Company Limited Fund 40,000,000 0.25% 100,000 - 100,000 - Government Bond - - 23,888 - 23,888 - Others 87,732 - 92,532 - 360,438 - 397,638 - Less Provision for declining in value of general securities (140,844) - (168,843) - Total investments in general securities 219,594 - 228,795 - Total investments in others 252,251 - 261,452 - Investments in related parties as at December 31, 1999 (Amount in Thousand Baht) Fully Paid Company's separate Shares Capital Portion of Balance Sheets Consolidated balance sheets Company's Name Type of Business (Thousand Baht) Interest Cost Method Equity Method Cost Method Equity Method Joint Ventures Philipp Holzmann (Thai)/ U.T.M. Engineering/ Sino-Thai Joint Venture - 100% - 14,861 - 14,861 Zueblin-W&F-Stecon Joint Venture - 33% - - - - The Joint Venture of Tomen Enterprise (Bangkok) Limited/Sino-Thai Engineering and Construction Public Company Limited/ Totems Company Limited - 33% - 18 - 18 Sino-Thai Joint Venture - - - - - - Total investment in joint ventures - 14,879 - 14,879 (Amount in Thousand Baht) Fully Paid Company's separate Shares Capital Portion of Balance Sheets Consolidated balance sheets Company's Name Type of Business (Thousand Baht) Interest Cost Method Equity Method Cost Method Equity Method Related Parties Subsidiaries Sino-Thai Construction Rental, dealer Services Company in construction Limited equipment and heavy machinery 30,000 99.99% 29,999 - - - Sino-Thai Resources Development Public Company Limited Mining 130,000 51.16% 201,442 67,215 - - Total investments in subsidiaries 231,441 67,215 - - Associated Companies HTR Corporation Limited Real estate 500,000 47.6% 329,990 202,555 329,990 202,555 DKK Sino-Thai Engineering Telecommunications Company Limited and transmission lines 8,000 35% 2,800 37,152 2,800 37,152 ACS Asia Company Limited Light steels fabrication 10,000 50% 5,000 8,986 5,000 8,986 Thai Maintenance Maintenance Contracting service for large Company Limited industrial plants 12,315 25.14% 2,340 5,836 2,340 5,836 340,130 254,529 340,130 254,529 Less Provision for declining in value of investment (8,986) (8,986) Total investments in associated companies 245,543 245,543 Total investments in related parties 312,758 245,543 Others Available for sale securities STP & I Public Steel fabrication, Company Limited steel construction, industrial boilers and pressure vessels manufacturing 250,000 10% 75,750 - 75,750 - Nakornthai Stripmill Public Company Limited 8,600,000 1.85% 110,000 - 110,000 - Thanayong Public Company Limited 3,064,557 0.02% 10,033 - 10,033 - 195,783 - 195,783 - Less Provision for declining in value of Available for sale securities (154,796) - (154,796) - Total available for sales securities 40,987 - 40,987 - (Amount in Thousand Baht) Fully Paid ompany's separate Shares Capital Portion of Balance Sheets Consolidated balance sheets Company's Name Type of Business (Thousand Baht) Interest Cost Method Equity Method Cost Method Equity Method General Securities Abico Land Company Limited 200,000 15% 30,000 - 30,000 - Nithipat Leasing Company Limited 800,000 15% - - 129,568 - 11.25% 97,168 - - - Peroxy Thai Company Limited 793,000 2.73% 21,650 - 21,650 - The Preferred Shares mutual fund - subordinated debentures of Thai Farmer Bank Public Company Limited Fund 40,000,000 0.25% 100,000 - 100,000 - Government Bond - - 23,888 - 23,888 - Others 87,732 - 92,531 - Total 360,438 - 397,637 - Less Provision for declining in value of general securities (131,667) - (156,595) - Total investments in general securities 228,771 - 241,042 - Total investments in other related parties 269,758 - 282,029 - Loans to related parties 2000 Consolidated Company's Separate Policy of interest rate on loans charging Balance Sheet Balance Sheet Consolidated Company's Separate (Thousand Baht) (Thousand Baht) Balance sheet Balance sheet Other Related Parties Others 13%-18% 13%-18% Beginning balance 4,240 4,240 Increase in loan during period - - Decrease in loan during period - - Less Allowance for doubtful accounts (90) (90) Ending balance carried forward 4,150 4,150 1999 Consolidated Company's Separate Policy of interest rate on loans charging Balance Sheet Balance Sheet Consolidated Company's Separate (Thousand Baht) (Thousand Baht) Balance sheet Balance sheet Other Related Parties Others 13%-18% 13%-18% Beginning balance 4,240 4,240 Increase in loan during period - - Decrease in loan during period - - Less Allowance for doubtful accounts (90) (90) Ending balance carried forward 4,150 4,150 As at March 31, 2000 and December 31, 1999, the Company recognized loss on investments in subsidiaries and joint ventures exceeding carrying amount by equity method in the amount of Baht 20.41 million and Baht 35.87 million, respectively, in the consolidated financial statements, and Baht 226.40 million and Baht 203.81 million, respectively, in the separate financial statements which were shown as other liabilities. The Company recorded investments in associated companies and joint ventures by using the equity method in the financial statements for the periods ended March 31, 2000 and December 31, 1999 based on the financial information prepared by the management which had not been audited by the auditors. 2.2 Cash and cash equipment Cash and cash equivalents as at March 31, 2000 and 1999 are summarized as follows: (Amount in Thousand Baht) Consolidated Company's Separate Statements of Cash Flows Statements of Cash Flows 2000 1999 2000 1999 Cash in hand and at banks 984,662 840,836 978,415 817,635 Less Cash at bank pledged as collaterals (947,744) (323,359) (947,521) (307,940) Cash and cash equivalents - net 36,918 517,477 30,894 509,695 As at March 31, 2000 and December 31, 1999, cash at bank in the consolidated financial statements and the separate financial statements amounted to Baht 947.74 million and Baht 854.31 million and Baht 947.52 million and Baht 854.09 million respectively, were pledged as collaterals for credit facilities from banks. 2.3 Accounts receivable Accounts receivable - others as at March 31, 2000 and December 31, 1999 are analyzed by aging as follows: (Amount in Thousand Baht) Consolidated Balance Sheets Company's Separate Balance Sheets 2000 1999 2000 1999 Overdue 1 month to 4 months 245,819 321,921 236,663 308,425 Over 4 months to 12 months 29,152 57,877 29,062 54,575 Over 12 months 363,486 359,891 327,954 327,807 Total 638,457 739,689 593,679 690,807 Allowance for doubtful account 320,172 334,201 303,637 317,503 The overdue accounts receivable, as mention above, the Company and subsidiaries are following up on the collection of these debts. The Company's management has provided adequately for allowance for doubtful accounts in accordance with accounting policy. 2.4 Long-term loans The Company obtained the US$ 80,000,000 syndicate loan from 19 foreign banks and financial institutions and the US$ 5,000,000 loan from a foreign bank which bear interest at the rate of the SIBOR. The principals are repayable within 3 years from the drawdown date and interest payable semi-annually. The lenders may request the Company to repay the loans within 2 years from the drawdown date. Loan covenants include maintenance of important financial ratios to the level as set out in the agreement. As at March 31, 2000 and December 31, 1999, the Company has not performed in accordance with loan agreements concerning loan and interest payment in the amount of US$ 93.5 million and financial ratio. The default entitles the lenders to accelerate the maturity of all amount outstanding immediately due and payable. Therefore, the loans are shown under current liabilities in total amount. See Note 1.4 to the financial statement. In 1997, the subsidiary company has entered into a loan agreement with a domestic commercial bank for Baht 117 million, repayable quaterly in twenty-four installments within 7 years. The first repayment was repaid at the end of the one year and 3 months from loan agreement's date. The monthly interest is payable as from the first month of drawdown. In 1998, the subsidiary company has entered into a loan agreement with the same bank for Baht 30 million, repayable quarterly in twenty-four installments within June 30, 2004. The first repayment was repaid on September 1998. The monthly interest is payable as from the first month of drawdown. During the year 1998, the subsidiary company has not repaid on loans payments as a whole and loans agreements which may affect the immediate calling in such debts. Therefore, the subsidiary has reclassified long-term loans to current liabilities portion. On November 4, 1999, the subsidiary has entered into the debt restructuring contract with a domestic commercial bank. The outstanding debts as at December 31, 1998 were restructured by transferring bank overdrafts, short-term loans and long-term loans in the amounts of Baht 10.53 million, Baht 28.46 million and Baht 147 million, respectively, into the contract principal in the amounting to Baht 185.99 million and accrued interest expense of Baht 23.39 million. The bank is entitled to charge interest for the principal at the interest of MLR. (8.5% per annum as at the contract date). The following under the contract are summarized: The bank has agreed to extend the terms and conditions of principal quarterly repayment for 21 quarterly installments. The first installment will start from December 31, 2003 as below: Within Payment (Million Baht) 2003 145.86 2004 (quarterly payable Baht 1,547,400) 6.19 2005 (quarterly payable Baht 1,992,600) 7.97 2006 (quarterly payable Baht 2,145,000) 8.58 2007 (quarterly payable Baht 2,655,000) 10.62 2008 (quarterly payable Baht 1,691,623) 6.77 Total 185.99 The bank has agreed to extend the terms and conditions for monthly interest payments which will start from (more)