Report of the Resolutions of The EGM No.1/2003

Ref: ST 010/2003/0027 October 1, 2003 Subject : Report on Resolutions of the Extraordinary Meeting of Shareholders No. 1/2003 To : Directors and Manager of the Stock Exchange of Thailand Whereas Sino-Thai Engineering & Construction Pubic Company Limited convened the Extraordinary Meeting of Shareholders No.1/2003 between 10.00 - 10.30 hours on October 1, 2003. The Company would like to report the resolutions adopted at the said meeting as follows: 1. Approval of the issuance of unsecured debenture amounting to Baht 500,000,000. The details are as follows: Category of debenture : Unsecured debenture Currency: Thai Baht Facility: Baht 500,000,000 (Five Hundred Million Baht) Interest Rate : Four percent per annum. The payment of interest will be made semi-annually. Principle Repayment : Baht 125,000,000 per annum, commencing on the third years. Maturity Period : Five years from the date of issuing of debenture Allotment Method: The debenture will be issued at one time under private placement arrangement. Time & Date of Offering for Sale : Terms, conditions and details of this matter shall be considered by the Board of Directors or by the person who is assigned by the Board of Directors. Finance Covenants : 1. Maintain Debt to Equity ratio not more than 2:1 2. Maintain Interest Coverage ratio (EBITDA) not less than 4.0 times. 3. Debt Service Coverage ratio (DSCR) not less than 2.5 times, testing on the financial statement of the previous year. - Financial ratios shall be tested on the consolidated balance sheet of the Company on a quarterly basis. Dividend Payment: Dividend shall be paid not more than 70% of net profit of each fiscal year. 2. 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 : 1,020,000,000 Shares Par Value per share : 1 Baht Ordinary Shares : 1,020,000,000 Shares Preferred Share : -none- 3. Approval of the amendment of the Article 4 and the repeal of the Articles 5 and 6 as follows: The Existing Article 4 Article 4. The shares of the Company shall be ordinary shares and preference shares entered in named certificates and shall be paid at one time in full value. The New Article 4 are as follows: Article 4 The shares of the Company shall be ordinary shares entered in named certificates and shall be paid at one time in full value. To repeal Article 5 and Article 6 as follows: Article 5 The holders of preference shares shall have the following preferential rights:- 5.1 To first receive dividend before the holders of ordinary shares on the following conditions: 5.1.1 If the net profits of the Company for any fiscal year is less than or equivalent to 9% of the total paid up value of preference shares, the holders of preference shares shall be entitled to all dividends declared for such fiscal year. The right to the dividend shall not be accumulated and in this event, the holders of ordinary shares are not entitled to such dividend. 5.1.2 If the net profits of the Company for any fiscal year is higher than 9% of total paid up value of preference shares, the holders of preference shares shall be firstly entitled to dividend pursuant to Clause 5.1.1. The profit in excess of 9% of the total paid up value of preference shares, shall be distributed to the holders of ordinary shares not excess of 9% of the total paid up value of ordinary shares. 5.1.3 If the net profits of the Company for any fiscal year is higher than the rate stipulated in Clause 5.1.2, the outstanding profit after distribution of dividend to the holders of shares according to Clause 5.1.2, shall be distributed to the holders of ordinary shares and preference shares pro-rata to their existing shareholdings. Article 6 Preference shares may be converted to ordinary shares. It is therefore, informed for your acknowledgment and dissemination to the public and other investors. Sincerely yours, Sino-Thai Engineering & Construction Plc. ( Mr. Anutin Charnvirakul ) President