EXTRAORDINARY MEETING OF SHAREHOLDER NO.1/2002

ST/2002/0069 February 14, 2002 Subject : Report on Resolutions made at the Extraordinary Meeting of Shareholders No. 1/2002 Attention : Directors and Manager of the Stock Exchange of Thailand Whereas, Sino-Thai Engineering & Construction Public Company Limited convened the Extraordinary Meeting of Shareholders No. 1/2002 on February 14, 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 warrants on ordinary shares shall be made upon prior approval from the Office of Securities and Exchange Commission. 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 30th day of March, June, September, December of each year. The last exercise of the right of warrants shall be made on the date of its maturity of five years. If the said exercise date falls under the SET's holiday, the exercising of the rights of warrants shall be made on the following business day. Number of shares reserved for exercising the rights of warrants : 17,000,000 shares. Secondary Market : The Company shall file an application for listing the warrants that are issued for registration to the Stock Exchange of Thailand. The Affect of shareholder : Number of share reserved for exercising the rights of warrants is 16.67% of the paid up registered capital after the 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 or the acquisition or the disposal of assets of listed companies as the case may be, then the Company shall comply with the criteria and procedures prescribed in each aforementioned regulations. 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. Teeraphong Wichiranon) Vice President Business Development Department