INFORMATION MEMORANDUM: STECON-W

- Information Memorandum - STECON-W Description, Condition and Major Characteristics of Warrants of Sino-Thai Engineering and Construction Public Company Limited ............................................................................... Listing Date As of June 13, 2002. Trading commencement on June 13, 2002 Type of Securities Warrant with the first exercise date of 1 year after date of issuance Number of Warrants 17,000,000 units Issuer Sino-Thai Engineering and Construction Public Company Limited ("STECON") Rights of Warrants The holder of warrant certificates ("the Holder") has the right to purchase common shares of STECON at the exercise ratio of 1 warrant for 1 new ordinary share at an exercise price equal to par value (Baht 10 per share). However, the exercise price and exercise ratio can be adjusted in accordance with the condition in the prospectus, (part 3, No. 1.15) Type of Warrants Name-registered and transferable warrant Term of Warrants 5 years from issue date, which is May 31, 2002. The final exercise date is on May 30, 2007 Offering Price Baht 0 per unit Distribution of Warrants As of May 31, 2002 No.of No.of % of present Warrant Holders Warrants listing Warrants 1. Warrant holders (Government, 10 8,762,841 63.32 state-owned enterprises or public sector agencies, Director, manager, and executive management including related persons and associated persons, Warrant holders who have a holding of above 5% including related persons, Warrant holders who enter into agreement not to sell their stocks within a specified period) 2. Small warrant holders hold >= 1 619 6,231,197 36.64 trading unit 3. Small warrant holders hold < 1 153 5,955 0.04 trading unit Total 782 17,000,000 100.00 Note: 1 Trading unit = 100 warrants Major Holders As of May 31, 2002 Name No.of warrants % of total warrants 1. Finansa Investment, Ltd. 4,204,500 24.73 2. Equity Plus Co.,Ltd. 3,570,221 21.00 3. Mr. Anutin Charnvirakul 1,331,507 7.83 4. Mr. Jessada Lertnuntapanya 845,200 4.97 5. Mr. Chavarat Charnvirakul 800,000 4.71 6. Mr. Pongaik Tanphanich 651,400 3.83 7. Best Quality Skills Co.,Ltd. 555,000 3.26 8. RHB BANK (L) Ltd. 399,858 2.35 9. Ms. Anilrat Charnvirakul 330,000 1.94 10.Mr. Masthawin Charnvirakul 330,000 1.94 Total 13,017,706 76.57 Registrar Thailand Securities Depository Company Limited ("TSD") Receiving Agent for the Sino-Thai Engineering and Construction Public Exercise Warrants Compnany Limited Exercise Right of Warrants 1. The number of certificates to be exercised shall be only in the prime number where 1 warrant will be exercisable to 1 new ordinary share at an exercise price equal to par value (Baht 10 per share). The exercise price and exercise ratio can be adjusted in accordance with the condition in the prospectus, part 3, No. 1.15 2. The Holder or certificate receipts ("Certificates") who wishes to exercise his/her right to purchase STECON's common shares shall notify his/her intention and, obtain the Exercise Notice within 5 days prior to each exercise date at Sino-Thai Engineering and Construction Public Company Limited at 29th Floor, Sino-Thai Tower, 32/59-60 Asoke Road, Bangkok 10110 during 8.30 a.m. to 3.30 p.m. of any business day ("the Notification Period"), except for the final exercise date, where by the Holder must notify his/her intention to exercise within 15 days prior to the final exercise date. STECON will notify the SET to close the registration book (SP) at the final exercise date as well. 3. STECON shall not have the warrants registered book closed to stop the transfer of warrants, except for the final exercise date. Upon the final exercise date, STECON shall close the warrants registration book within 21 days before the final exercise date. STECON shall notify the Holders by registered mail regarding the final exercise date. If any registration book closing date falls on a day when commercial banks are closed, that particular registration book closing date shall be postponed until the day when it is next opened. 4. STECON shall notify the Notification Period and/or exercise ratio at least 5 days prior to each Notification Period through ELCID. 5. The exercise date is on day 30 of March, June, September, and December within the term of the warrants, during the normal working hours of STECON's share registrar (currently 8:30 a.m. to 3:30 p.m.). If any exercise date falls upon holiday, the exercising should be done on the next working day. The first exercise date is 1 year after the issuing date, which is May 30, 2003 and the final exercise date is 5 years after the issuing date, which is May 30, 2007. Exercise Procedures 1. Within the Notification period, the Holder who wishes to exercise his/her rights shall complete the Exercise Notice accurately and completely or obtain the Exercise Notice within 5 days prior to the exercise date or within 15 days prior to the final exercise date. The Holder shall deliver the certificate, the Exercise Notice, and payment in full to STECON. The Holder is subject to tax liability arising from the exercise of warrants. The Holder cannot cancel his/her intention to exercise the warrants. 2. The holder who wishes to exercise his/her rights shall comply with the conditions governing the Notification of Intention to exercise by acting and submitting the following documents to STECON at the above address. a) Exercise Notice, which has been accurately and completely filled in b) Certificates, in the form prescribed by STECON with the amount specified in the Exercise Notice c) Payment with the amount specified in the Exercise Notice. The Holder who wishes to exercise his/her rights shall make payment in the form of check, draft, bill of exchange or payment order from bankswhich can be cashed in Bangkok Metropolitan when called within 2 business days form each exercise date and shall be made payable to "Sino-Thai Engineering and Construction Public Company Limited". The exercise of the warrant shall not be completed until the payment is collected 3. The Holder is subject to tax liability arising from the exercise of warrants. 4. If the warrants are in scripless form, the Holder who wishes to exercise his/her right shall notify such intention and file the completed application for withdrawal of the warrants certificates or the issuance of the certificate receipts in the form prescribed by the SET with finance and securities company or securities company acting as his/her broker. Such finance and securities company or securities company shall notify the Thailand Securities Depository Company Limited ("TSD") to request for withdrawal of the certificates and TSD shall issue the certificates for the Holder to use as supplement evidence, when exercising the warrants. 5. Provided that STECON does not obtain payment in full as specified in the Exercise Notice by the Holder or the Holder does not pay the tax liability in full, STECON reserves the right to proceed with one of the following alternatives. a) Deem that the Notification of Intention to exercise expires without any exercise; or b) Deem that the number of shares subscribed is equal to the number of shares eligible in accordance with the actual payment STECON received given the prevailing exercise price; or c) Ask the Holder to pay the remaining balance by the amount he/she wishes to exercise within the prevailing Notification Period. If STECON does not receive payment within such period, it shall be deemed that the Notification of Intention to exercise expires without exercise. In situations a) - c), STECON shall deliver the previously received payment, or the certificates, which STECON deems unexercised, via registered mail within 14 days from the day succeeding the exercise date, with no interest reimbursement. 6. If the exercise date expires before the Holder completely complies with all conditions governing the exercise as stated in 2, the certificates shall be deemed to have expired without exercise and the Holder cannot re-exercise the warrants, except in cases that such exercise or re-exercise is made after the final exercise date. 7. The number of the certificates to be exercised shall be only in the prime number where, unless adjusted as stated in adjustment to the exercise price and the exercise ratio in the prospectus, part 3, No. 1.15. 8. When the Holder who wishes to exercise his/her rights has fully complied with all conditions governing the Notification of Intention to exercise (i.e. the Holder has completely and accurately delivered the certificates, the Exercise Notice, and payment), the Holder cannot cancel his/her intention to exercise the rights warrants, except STECON allows the Holder to do so. 9. If the adjustment to the exercise price and/or the exercise ratio (or as amended) according to the prospectus, part 3, No. 1.15 leads to fractions of shares, STECON shall not tuse the fraction in calculations and shall not compensate the Holder for any fraction of share. 10.The number of shares to be issued when there is an exercise shall be calculated by dividing the payment made by the Holder, as stated above, by the prevailing exercise price. STECON shall issue its common shares in the prime amount not more than the number of the certificates times the exercise ratio. If the adjustment to the exercise price and/or the exercise ratio (or as amended) according to the prospectus, part 3, No. 1.15 caused fraction of shares, STECON shall not use the fraction in calculations and shall return the outstanding payment to the Holders via registered mail within 15 days from the exercise date, without interest reimbursement. 11.STECON shall register its issued and paid-up capital changes corresponding to its newly issued shares of the warrants with the Ministry of Commerce within 14 days from each exercise date and STECON shall rec registration book each Holder who exercises his/her rights to become its shareholder in accordance with the number of shares calculated from the exercise of the warrant. Adjustment of Exercise 1. STECON shall adjust the exercise price and Price and Exercise Ratio the exercise ratio throughout the life of the warrants any time that each of the following events occur: a) STECON changes the par value of its shares as a result of a split or consolidation of its issued shares. STECON will adjust the exercise price and exercise ratio to the Holder on the same date that STECON change the par value. Therefore, the Holder will have the same rights and benefits as the shares issued after the adjustment. If the Holder exercises the warrant prior to the change in the par value and STECON does not successfully register its issued and paid-up capital change, STECON shall deem that the Holder exercises the warrant after STECON changes the par value of its shares. b) STECON pays out dividend of more than 70 percent of its net profit after tax for each fiscal period during 2003 - 2006. The dividend yield shall be calculated by dividing the dividend payout by the net income of each corresponding fiscal year. The adjustment of the exercise price and ratio shall be effective on the first day that its shareholders are ineligible to receive dividends or the first day that the SET announces XD for STECON's shares. c) STECON pays out all or part of its dividends to its preferred shares and/or common shares to its shareholders. The adjustment of the exercise price and ratio shall be effective on the first day that its shareholders are ineligible to receive dividends or the first day that the SET announces XD for STECON's shares. d) STECON offers to sell its preferred shares and/or common shares to the existing shareholders and/or the public and the average price per share of the newly issued shares is more than 10% below the "market price" of STECON's common shares. In the case that STECON offers newly-issued shares to existing shareholders, the adjustment of the exercise price and ratio shall be effective on the first day that its shareholders are ineligible to subscribe newly-issued shares or the first day that the SET announces XR on STECON's shares. In the case that STECON offers newly issued shares to the public, the adjustment of the exercise price and ratio shall be effective on the first public offering date. STECON shall compare the average price per share to the market price. The average price per share is the net proceed that STECON receives from sale of its common shares after expenses, divided by the number of newly issued shares. e) STECON offers to sell to the existing shareholders and/or the public any new securities (e.g. convertible debentures or warrants), which give the Holder the right to convert to, or purchase, preferred shares and/or common shares of STECON. And the average price per share of the newly issued preferred shares and/or common shares to accommodate the exercise of right is lower than market price of STECON's preferred shares and/or common shares. The adjustment of the exercise price and ratio shall be effective on the first day that the shareholders are ineligible to subscribe the newly issued convertible securities (on the first day that the SET announces XR on STECON's shares) or on the first public offering date in case that STECON offers to sell any new convertible securities to the existing shareholders. The average price per unit of newly issued preferred shares and/or common share is the total net proceed that STECON receives from sale of its convertible securities after expenses caused by issuing those shares and the proceed received from the conversion of such convertible securities divided by the number of newly issued shares for exercise. 2. STECON shall not adjust the exercise price if such adjustment causes the prevailing exercise price to be less than Baht 1. STECON shall not, therefore, bring forward the adjustment to be included in the following adjustment of rights. STECON shall adjust the exercise price whenever the adjusted exercise price, after added together, is more than or equal to Baht 1. 3. The calculation of the adjustment to the exercise price and the exercise ratio in accordance with a) through e) are independent and shall be calculated in order compared to "the market price of STECON's shares". In the case that these events simultaneously occur, the calculation shall be conducted in the manner of ascending order from a) through e), which the decimals for the exercise price and the exercise ratio shall be maintained at 3 and 5, respectively for each calculation. 4. STECON shall not adjust any exercise price and exercise ratio as mentioned in a) through e) that will cause the Holder to lose his/her rights and benefits, except for the consolidation of its issued shares. In the case that the result of the decimals for the exercise price (3 decimal points) multiplied by the number of the certificates to be exercised in each exercise date is less than Baht 1, STECON shall not ake the fraction into consideration. In case where the adjustment of the exercise price causes the new exercise price to be below the par value of STECON's share, STECON shall adjust the exercise price and exercise ratio according to the prospectus, part 3, No. 1.15.4 instead of using, part 3, No. 1.15.1 a) through e). Therefore, the par value of STECON's share shall be used as the new exercise price and STECON shall adjust the exercise ratio for the Holders. 5. In the case that the new shares derived from the exercise of the warrants creates a (more)