Report on the issuance of STECON-W2

ST.010/2004/0046 12 July 2004 Re:Report on Minutes of the Board of Directors' Meeting of Sino-Thai Engineering & Construction Public Company Limited No. 3/2004 Attn:President, the Stock Exchange of Thailand Whereas the Board of Directors of Sino-Thai Engineering & Construction Public Company Limited (the "Company") convened the Board of Directors' Meeting No. 3/2004 on 12 July 2004, the Company, therefore, would like to report on the Minutes of the Board of Directors' Meeting No. 3/2004 as follows. 1. The Board of Directors approved the issuance of 170,000,000 units of warrants to purchase ordinary shares. Preliminary details of the warrants are as follows: Issuing company:Sino-Thai Engineering & Construction Public Company Limited ("STECON") Category of Warrants:Warrants to purchase ordinary shares of Sino-Thai Engineering & Construction Plc No. 2 ("Warrants") Type of Warrants:Transferable and specified the name of the holders. Maturity Period:3 years from the issuing date Number of Warrants to be issued and offered for sale:170,000,000 Units Allocation and offering method:Warrants will be allocated and offered to the Company's existing shareholders whose names appear on the share register book as at the date of close of share register book (XW) after receiving approval from the Office of Securities and Exchange Commission. The offering ratio will be one warrant to every six ordinary shares held (any excess will be deleted.) In case of any warrants left from the subscription following the offering described above, the Board of Directors, the Executive Board of Directors or any person entrusted by the Board of Directors or the Executive Board of Directors may allocate and offer the remaining warrants to the existing shareholders who subscribe the warrants more than their entitlement. Offering Price/Warrant:Baht 3.00 (Three Baht) per unit Exercise Ratio:One unit of warrant is entitled to one ordinary share unless the rights is adjusted according to the warrants Exercise Price:Baht 8.50 per share unless the rights is adjusted according to the warrants Number of shares reserved for the exercise of warrants:170,000,000 shares, accounting for 16.8 per cent of the total shares sold prior to this offering. Exercise Period:The first exercise date is the last business day of the end of the financial statement's first quarter starting from the day the warrant is issued, and other exercise dates are the last business day of every quarter of the financial statement according to the Company's fiscal year, whereby the last exercise date is the last business day the warrant is due for its three-year maturity period. Offering Period:The Board of Directors, the Executive Board of Directors or any person entrusted by the Board of Directors or the Executive Board of Directors will determine details and conditions after the Office of Securities and Exchange Commission approves to offer of warrants for sale. Secondary Market:The Company will list the warrants in the Stock Exchange of Thailand. Reason to issue new shares to accommodate any change of rights exercise: The Company shall change the exercise of right both the exercise price and the exercise ratio in accordance with the calculating method to be further determined when any event stipulated in the relevant Notification of the Securities and Exchange Commission occurs. This includes, for example, when the par value of the Company's share is changed as a result of share combination or division, or when the Company pays all or part of the dividends as newly-issued shares to the shareholders, or any other cases which may result in the warrant holders entitling to less benefit than they deserve when exercising their rights. Effect to Shareholders:Dilution Effect to the net market value ratio (Price Dilution) In case all warrants at the offering price of Bath 3 per unit are exercised to buy 170,000,000 shares at Baht 8.50 per share at the market price (closing price) as of 9 July 2004 at Baht 11.70 per share and the Company has the total of 1,190,250,000 shares registered, the price dilution will cause the market price of the share to decline by 0.58 per cent of its original price. Dilution effect to the shareholding ratio (Control Dilution) The offering of 170,000,000 warrants to existing shareholders at Baht 3 per unit with the exercise price at Baht 8.50 per share will result in a dilution effect to the shareholding ratio where voting rights of the existing shareholders will be effected at the rate of 14.30 per cent of the total shares sold after the issuing of 170,000,000 capital-increase ordinary shares and after the exercise of rights under the warrants by non-existing shareholders. In addition, the Board of Directors agreed to propose the matter, as well as authorize the Board of Directors, the Executive Board of Directors or any person entrusted by the Board of Directors or the Executive Board of Directors to have the power to determine and/or change the details of terms and conditions, events where the issuance of new ordinary shares is required for the adjustment of exercise of warrants, details process or conditions in relation to the offering of warrants for sale for examples, the offering period, the offering process and other details and conditions, including the case where existing shareholders of the Company may be entitled to subscribe warrants to purchase ordinary shares exceeding their entitlement, allocation and offering of warrants exceeding shareholders' entitlement, fixing the date to close share register book in order to determine shareholders' right to subscribe warrants, as well as to undertake any other acts and things necessary for the offering of warrants for sale including to list the warrants in the Stock Exchange of Thailand, for further shareholders' consideration. 2. The Board of Directors approved the increase of the Company's registered capital, amendment of Clause 4 of the Company's Memorandum of Association and allocation of new ordinary shares as follows. 2.1 Increase of the Company's registered capital from Baht 1,020,000,000 (One thousand and twenty million Baht) to Baht 1,190,250,000 (One thousand, one hundred, ninety million and two hundred and fifty thousand Baht) by issuing 170,250,000 (One hundred and seventy million, two hundred and fifty thousand shares) new ordinary shares at par value of Baht 1 per share (One Baht) and that the matter be proposed to the Shareholders' Meeting for consideration. 2.2 Amendment of Clause 4 of the Company's Memorandum of Association in order to be in accordance with the Company's increase of registered capital and that the matter be proposed to the Shareholders' Meeting for consideration as follows: "Clause 4. Registered capital of Baht 1,190,250,000 (One thousand, one hundred and ninety million and two hundred and fifty thousand Baht) Divided into 1,190,250,000 shares (One thousand, one hundred and ninety million and two hundred and fifty thousand shares) At par value of Baht 1 per share (One Baht) Divided into Ordinary shares: 1,190,250,000 shares (One thousand, one hundred and ninety million and two hundred and fifty thousand shares) Preferred shares: - (- share)" 2.3 Allocation of 170,250,000 (One hundred and seventy million, two hundred and fifty thousand) new ordinary shares as follows. (1) Allocation of 170,000,000 (One hundred and seventy million) new ordinary shares at par value of Baht 1 per share (One Baht) for the exercise of the warrants to purchase ordinary shares of the Company to be issued and offered to its existing shareholders according to details which have been approved in Agenda 1. (2) Allocation of 250,000 (two hundred and fifty thousand) new ordinary shares at par value of Baht 1 per share (One Baht) for any change or adjustment in the exercise of warrants to purchase ordinary shares of the Company offered for sale in case where the offering of warrants for sale approved by the Board of Directors in Agenda 1 requires the change or adjustment on the exercise price and/or the exercise ratio according to the terms, rules and conditions prescribed in the prospectus for the offering of warrants for sale, and that the matter be proposed to the Shareholders' Meeting for consideration. 3. The Board of Directors approved that the Extraordinary Shareholders' Meeting No. 1/2004 be held on Monday, 16 August 2004 at 9.00 hours with the following agendas: 1. The Issuance of Warrants to purchase ordinary shares to its existing shareholders 2. The increase of the Company's registered capital, amendment of Clause 4 of the Company's Memorandum of Association and allocation of new ordinary shares 3. Other Matters (if any) 4. The Board of Directors approved the appointment of Mrs. Sanongnuch Charnvirakul as the new director to replace Mr. Anutin Charnvirakul. 5. The Board of Directors approved that Mr. Vallop Rungkijvorasathien shall be Acting President. 6. The Board of Directors approved the change of the authorized directors who can sign to bind the Company as follows: "Mrs. Tassanee Charnvirakul, the Chairman of the Board can sign singly together with the Company's seal affixed or any two directors of Mr. Masthawin Charnvirakul, Mr. Vallop Rungkijvorasathien, Mr. Woraphant Chontong, Mrs. Sanongnuch Charnvirakul may jointly sign together with the Company's seal affixed." In addition, the Company will close its share register book for shareholders' rights to attend the Extraordinary Shareholders' Meeting on Tuesday, 27 July 2004 starting from 12.00 hours until the Extraordinary Shareholders' Meeting is completed. Please be informed and further proceed with public disclosure accordingly. Yours sincerely, Mr. Woraphant Chongtong (SVP.) Finance and Accounting Division