14 January 2002

FORM FOR REPORT ON CAPITAL INCREASE

Form for Report on Capital Increase Sino-Thai Engineering and Construction Public Company Limited January 11, 2002 We, Sino-Thai Engineering and Construction Public Company Limited (the "Company") are pleased to report the resolutions of Board of Directors Meeting No. 1/2002 held on January 11, 2002, at 14.30 hours to 15.30 hours, concerning the increase of capital and allotment of new shares as follows: 1. Capital Increase The Board of Directors Meeting has resolved to increase its capital from Baht 850,000,000 to Baht 1,020,000,000 by issuance of 17,000,000 common shares at the nominal par value of Baht 10 per share. The total capital increase will be Baht 170,000,000. 2. Allotment of New Shares The Company shall allocate 17,000,000 common shares, at the nominal par value of Baht 10 each, totally Baht 170,000,000. The details are as follows: Allocate to Number Ratio Sale Time & Date of Remarks of shares price per share Subscription and (Baht) Payment The existing 17,000,000 1unit of 10terms and shareholders, warrant conditions shall be able entitled to including details of to exercise 1 this matter shall be the right of commonshareconsidered by the common board of director or share-purchase by the person who warrants is assigned by the board of director The details of the warrants on ordinary shares 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. 3. Convening the Extraordinary Meeting of Shareholders for an approval of the capital increase and the new share appropriation 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. 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. 4. Objectives of the Capital Increase The additional capital shall be used in business operation and for the future business expansion of the Company. 5. Benefits to the Company The Capital increase is enable the Company to be stabilized on the larger capital base which establishes better opportunities in the future bidding. In addition, it also eases up the working capital in the Company's business operation. 6. Benefits to the Shareholders 6.2 Right to keep the same shareholding ratio 6.2 Right to obtain the dividends in the future whereas the Company is successful in its restructuring plan and in case the Company retains earnings in its business. The Company certifies that the information provided above is correct and accurate in all respects. Signature ...........................the Authorized Director (Mr. Anutin Charnvirakul) Managing Director G22set-thai