FORMATION MEMORANDUM: STECON-W

fraction of a share, STECON shall not take the fraction into consideration. 6. If there are any events not mentioned in a) through e) that cause the Holder to lose his/her rights and benefits, STECON and its financial advisor shall determine the adjustment of exercise price and/or exercise ratio fairly and shall not reduce the Holders' benefits. After consideration, STECON shall notify the Securities and Exchange Commission ("SEC") about the details within 14 days from the final consideration. 7. The status of the warrants, from the date that the Holder notifies his/her intention to exercise to the date that the Ministry of Commerce accepts the registration of increase in the paid-up capital (due to the exercise of the warrants), shall be the same and have the same rights as the warrants that have not notified the intention to exercise. The status shall expire on the date the Ministry of Commerce accepts the registration of increase in the paid-up capital. If the exercise price and the exercise ratio are adjusted retroactively before STECON applies for the registration of the exercised shares with the Ministry of Commerce, STECON shall issue additional new shares to the eligible Holders as soon as possible. In cases where the adjusted exercise price is effective, the additional new shares shall be distributed to the eligible Holders later than the shares previously issued but no later than 45 days from the date of adjustment. 8. The new shares derived from the exercise of the warrants shall have the same rights and benefits as the issued and fully paid-up shares in every aspect if the Ministry of Commerce accepts the registration of increase in the paid-up capital of STECON. 9. In the case that STECON adjusts the exercise price and exercise ratio according to the prospectus, (part 3, No. 1.15), the Holder, who already exercises his/her rights but still holds the status of the warrant holder shall be eligible for such adjustment. In addition, STECON shall adjust the rights and benefits of new shareholders from the exercise of the warrants by notifying the new shareholders (from the exercise of the warrants) of the rights and benefits within 7 days from the closing date of the registered share book. 10.Regarding the adjustment of the exercise price and the exercise ratio, STECON shall notify, the Holders, within 14 days since such events occur, of the outcome of the adjustment including the methods of calculation, reasons for the adjustment, the new exercise price, the new exercise ratio, and the date of the adjustment to the SEC and the SET. STECON shall also provide details of the adjustment of the exercise price and exercise ratio, through both local Thai and English newspapers as soon as possible. STECON and its financial advisor will consider the adjustment of the exercise price and exercise ratio accurately and fairly. New Common Stock The name that appeares on new common share Issuance certificate should be the same that appeares in the Notification of Intention. STECON shall deliver share certificates and a check (amount payable for the fraction of share) to the Holder within 45 days from each exercise date. STECON will not be responsible for any damage caused from loss of share certificates and the check. However, the Holder may allow STECON to keep the shares certificate at STECON, and later the Holder may contact STECON in person, regarding delivery. However, in the case that the Holder uses the services of TSD (scripless system), TSD shall issue the share certificates under the name "Thailand Securities Depository Company Limited : for depositors" and STECON shall register shares in scripless system and issue a receipt to the Holder within 45 days after the exercise date. Therefore, the Holder can trade his/her shares after the SET approves the newly listed securities. The warrants during the process of exercise and register shall have the same rights and benefits as the unexercised rights warrants. The status shall expire on the date the Ministry of Commerce accepts the registration of increase in the paid-up capital. If the exercise price and exercise ratio are adjusted retroactively before STECON applies for the registration of the exercised shares with the Ministry of Commerce, STECON shall issue additional new shares to the eligible Holders as soon as possible. If the adjusted exercise price and exercise ratio are effective, the additional new shares shall be distributed to the eligible Holders later than the shares previously issued but no later than 45 days from the adjustment date. In case that the company 1. Except for the case as stated in the is unable to provide shares limitation of STECON's shares held by for the exercise of warrants non-Thai Holders as mentioned in the prospectus, (part 3, No. 2.2.5), STECON shall compensate only the Holdeexercise within each Notification Period and STECON cannot provide shares accommodate the exercise of his/her rights warrants. The compensation will only be for the Holders whose the name is in registration book. STECON shall close the warrant registration book to stop the transfer of the warrants within 30 days from the exercise date on which STECON fails to provide enough shares to accommodate the exercise of the warrants. The limitation of STECON's shares states that STECON will allow the exercise of all non-Thai Holders if the total shareholding structure of all non-Thai Holders is currently no more than 49% of total shares outstanding. Non-Thai Holders are not entitled to compensation and have no right to initiate claims against STECON as a result of their inability to exercise rights warrants because of STECON's restriction on the proportion of shares which can be held by non-Thais. The Holder can exercise his/her right on the next exercise date, with the exception the final exercise date. 2. The compensation, as mentioned in 1, shall be made by account-payable-only check. The Holder must receive the mentioned account- payable-only check within 14 days from each registration book closing date. 3. The calculation of the loss that STECON agrees to compensate the Holder pursuant to 1. is calculated in the following manner: Compensation per 1 warrants = B * [ MP - Price ] Where: B = the number of shares which cannot be provided and/or increased in accordance with the exercise ratio that is increased per 1 unit. MP = the weighted average market price of STECON's shares as mentioned in the prospectus, (part 3, No.1.15.1) Price= the exercise price per share (equal to Baht 10 per share) or the adjusted exercise price in accordance with the adjustment to the exercise price and the exercise ratio. Transferring Restriction 1. The transfer of Warrants 1.1 The warrants are transferable without any restrictions at all times execpt the period of warrants registered book closing to stop the transfer of warrants which can be occurred in the following cases: a) Upon the final exercise date, the warrant registration book shall be closed within 21 days before the final exercise date. b) When the warrants are called to be exercised by the board of directors under the stipulated rules and regulations. c) When the company is unable to provide shares for the exercise of warrants. 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 open. 2. Non-Thai Shareholders 2.1 The Company's Articles of Association No. 11 states that its Shares are transferable without restriction and may at any time be held by Non-Thai shareholders to the maximum of 49 percent (in aggregate) of the total issued shares. The Company may refuse to accept any transfer of Shares for registration which shall cause the Non-Thai shareholders to hold Shares in excess of the above limit. The Company reserves the right to amend its Articles of Association in the future, and such amendment shall apply to the conditions regarding the exercise of the Rights Warrants from the date of approval from the Ministry of Commerce onwards. 2.2 The Company may not issue Shares on account of the exercise of any Rights Warrants by Non-Thai Holders to the extent that it would result in the proportion of Shares owned by Non-Thai shareholders to exceed 49%, or such other proportion as may provided for in the Company's Articles of Association, or in the Board of Investment Certification from time to time. 2.3 In submitting their Exercise Notices under the exercise procedures set out in these terms and conditions, Non-Thai Holders must elect, in the event of their exercise of Rights Warrants being wholly or partially ineffective as a result of this clause, for the Company to either: (a) Issue Rights Warrant Certificates representing the unexercised portion of their Rights Warrants and return that part of the Exercise Price relating to those Rights Warrants not able to be exercised (with no reimbursement of interest) to the Holder by registered post within 14 days of the relevant Exercise Date; or (b) Retain the Exercise Notice, Rights Warrants Certificate and that part of the Exercise Price relating to those Rights Warrants that cannot be exercised pending a reduction in the proportion of Non-Thai shareholdings or an increase in the proportion of Shares that can be held by Non-Thais sufficient to allow for the further exercise of the remaining Rights Warrants (in whole or in part) immediately. The Holder has to indicate which option between (a) and (b) above that he/she will choose in the Exercise Notice on the date he/she notifies his/her intention to exercise. 2.4 The Company must process the exercise of those Rights Warrants retained by it in accordance with clause 3 (b) in whole or in part on the first Exercise Date in which it is able to do so. If on any particular Exercise Date there are more Rights Warrants retained awaiting exercise than there are Shares permitted to be issued pursuant to the restrictions on the proportion of Shares which can be held by Non-Thais referred to in this clause, the Rights Warrants are to be exercised in order of the time and date on which the respective Holders fully complied with the provisions of the exercise procedure in relation to the exercise of those Rights Warrants. 2.5 Non-Thai Holders are not entitled to compensation and have no right to claim against the Company as a result of their inability to obtain Shares on account of their exercise of Rights Warrants because of the restrictions on the proportion of shares which can be held by Non-Thais referred to in this clause. 2.6 If on the final Exercise Date some Rights Warrants retained by the Company in accordance with clause 3 (b) or in the case of the exercise of Rights Warrants prior to maturity cannot be exercised, those Rights Warrants will expire in the same manner as Rights Warrants that have not been exercised. Non-Thai Holders shall not be compensated and shall have no right to claim against the Company on account of such expiry. However, the Company shall deliver the remaining received payment of unexercised Warrants to Non-Thai Holders within 14 days from the day succeeding the final Exercise Date, with no interest reimbursement. Financial Advisor Finansa Securities Ltd. Prepared By Finansa Securities Ltd.