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