REPORT ON RESOLUTIONS MADE AT THE BOD MEETING NO.1/2002

Our Ref: ST/2002/0014 January 11, 2002 Subject : Report on Resolutions made at the Board of Directors Meeting No. 1/2002 Attention : The President The Stock Exchange of Thailand Whereas the Board of Directors of Sino-Thai Engineering & Construction Public Company Limited convened the Board of Directors Meeting No. 1/2002 during 14.30 hours to 15.30 hours on January 11, 2002, the Company would like to report the resolutions adopted at the said meeting as follows: 1. Approval of the issuance of warrants on ordinary shares. The details are as follows: Category of Warrant : the warrants on ordinary shares of Sino-Thai Engineering & Construction Plc. Type : transferable warrant certificate specified name of shareholders. Allotment method : to the Company's existing shareholders. The allotment of ordinary share purchase warrants shall be made upon prior approval from the relevant organizations. Number of Warrants issued : 17,000,000 Units Sale Price/Warrant : 0 Baht (Zero Baht) Maturity Period : 5 years from the date of issuing of warrant Exercising Ratio : The ordinary shareholder and/or the preferred shareholder is eligible to one unit of warrant for the five existing shares of which he holds. Exercising Price: 10 Baht (Ten Baht) Exercising Period : The exercising of the rights of warrants shall commerce after period of one year calculated from the date of issuing of warrants up to the date of its maturity of five years. The exercising of the right of warrants shall made on every the 30th day of March, June, September, December of each year. In the last time, the exercising of the right of warrants shall exercise on the date of its maturity of five years. If the said exercise date to falls under the SET's holiday. The exercising of the rights of warrants shall be made in the following business day. Number of shares reserved for : 17,000,000 shares. exercising the rights of warrants Secondary market : The Company shall file an application for listing the warrants that are issued for registration to the Stock Exchange of Thailand. The affection of shareholder : Number of share reserved for exercising the rights of warrants is 16.67% of the paid up registered capital after capital increase and the exercising of the right of warrants in this time. 2. Approval of the increase of capital and allotment of new shares. The details are as follows: Registered Capital : From Baht 850 Million To Baht 1,020 Million Number of new common shares issued : 17,000,000 Shares - Par value per share : Baht 10 - Total capital increase : Baht 170 Million Allotment of new share for exercising Number of shares : 17,000,000 Shares Ratio : 1 unit of warrant entitles to buy 1 ordinary share 3. Approval of the amendment of Clause 4 of the Company's Memorandum of Association as follows: Clause 4. The Registered Capital : 1,020,000,000 Baht Divided into : 102,000,000 Shares Par Value per share : 10 Baht Ordinary Share 95,000,000 Shares Preferred Share 7,000,000 Shares 4. Approval of adding new Article 56 to the Company's Articles of Association as follows: Article 56. In the case that the Company or a subsidiary company agrees to enter into a connected transaction or the transaction in relation to acquisition or the disposal of assets of the Company or of the subsidiary company, as described in the Stock Exchange of Thailand Regulations governing connected transactions of listed companies as the case may be, then the Company shall comply with the criteria and procedures prescribed in each aforementioned regulations. 5. Convening the Extraordinary Meeting of Shareholders No. 1/2002 and to close the Company Share Register Book as follows: The Extraordinary Meeting of shareholders No. 1/2002 will be convened at 10.00 hours, on February 14, 2002 at the Company's conference room, 27th Floor, Sino-Thai Tower. No. 32/57 Sukhumvit road (Soi Asoke), Kwaeng Klongtoey-Nua, Khet Wattana, Bangkok. The matters to be transacted at the meeting are as follows: 1. The issuance of warrants on ordinary shares in order to sell to the existing shareholders; 2. The increase of capital of the Company and the allotment of increased shares; 3. The amendment of Clause 4 of the Company's Memorandum of Association; 4. The amendment of the Company's Articles of Association; and 5. Other business (if any). To determine which shareholders are eligible to attend the shareholders meeting the Company will close the Share Register Book on January 25, 2002 at 12.00 hours until the meeting is adjourned. Subsequently the Company will again close the Share Register Book on February 22, 2002 at 12.00 hours to determine which shareholders are eligible to receive the said warrants. We therefore, inform you of the above for your acknowledgment and dissemination to the public and other investors Sincerely yours, Sino-Thai Engineering & Construction Plc. (Mr. Anutin Charnvirakul) President