RESOLUTIONS OF THE EXTRA. MEETING OF SHAREHOLDERS NO. 2/2002

July 23, 2002 Subject : Report on Resolutions of the Extraordinary Meeting of Shareholders No. 2/2002 To : Directors and Manager of the Stock Exchange of Thailand Whereas the Sino-Thai Engineering & Construction Public Company Limited convened the Extraordinary Meeting of Shareholders No. 2/2002 from 10.00 hours-10.30 hours on July 23, 2002. The Company would like to report the resolutions adopted at the said meeting as follows: The Shareholders Meeting resolved to approve the amendment of the Company's Par Value of Shares from Baht 10 (ten) to Baht 1 (one) and the amendment of the Company's Clause 4 of Memorandum of Associations as follows: The Registered Capital 1,020,000,000 Baht (One Thousand and Twenty Million Baht) Divided into 1,020,000,000 Shares (One Thousand and Twenty Million Shares) Par Value per share 1 Baht (One Baht) Ordinary Shares 980,000,000 Shares (Nine Hundred and Eighty Million Shares) Preferred Shares 40,000,000 Shares (Forty Million Shares) As a result of the said change of the par value of shares, the price and ratio of the exercising of the rights of warrants on ordinary shares which have been issued to the Company's shareholders according to the resolutions made at the Extraordinary Meeting of Shareholders No. 1/2002 held on February 14, 2002 will be amended as follows: Exercising price: From Baht 10 (Ten Baht) to Baht 1 (One Baht) Exercising ratio: From 1 warrant entitles to buy 1 ordinary share to 1 warrant entitles ot buy 10 ordinary shares. We therefore, inform you of the above for your acknowledgment and dissemination to the public and other investors. Yours sincerely, Sino-Thai Engineering & Construction Pcl. (Mr. Anutin Charnvirakul) President