INFORMATION MEMORANDUM: STEC-W2

Information Memorandum (Translation) Description, Condition and Major Characteristics of Warrants of Sino-Thai Engineering & Construction Public Company Limited (STEC-W2) Listing Date As of May 3,2005 (Trading commencement on May 3,2005) Type of Securities Warrants to subscribe new ordinary shares issued by Sino-Thai Engineering & Construction Public Company Limited ("warrant") Secondary Market Main board (the Company will register all warrants with the Stock Exchange of Thailand) Number of Warrants 170,000,000 units, offered to the existing shareholders whose names appeared in the registration book on the closing date, which occurred on March 17, 2005, in the ratio of 6 existing shares: 1 warrant (fractions will be discarded) Underlying shares 170,000,000 shares (16.8% of total outstanding shares before this offering) Issuer Sino-Thai Engineering & Construction Public Company Limited Right of warrants 1 unit of warrant will be entitled to 1 ordinary share. The exercise price for ordinary shares will be 8.50 Baht per share. The exercise price and exercise ratio may be adjusted as specified in the "Adjustment of Exercise Price and Exercise Ratio" section below. Type of Warrants Warrants entered in a name certificate for the right to subscribe to new ordinary shares and transferable. Term of Warrants 3 years from the warrant's issuance date until the last exercise date, which is April 18, 2008. Offering Price 3 Baht per unit Distribution of Warrants As at April 22, 2005 No. of No. of % of present Warrant Holders Warrants Listed Warrants 1. Warrant holders 1.1 Government, state-owned - - - enterprises or public sector agencies 1.2 Director, manager, and executive 3 66,475,879 39.10 management including related persons and associated persons 1.3 Warrant holders, who have a holding of 2 20,937,916 12.32 above 5% including related persons 1.4 Authorized shareholders sell their - - - warrants within a specific period 1.5 Warrant holders who enter into agreement - - - not to sell their warrants within a specific period 2. Small warrants holders who hold > 1 trading unit 3,533 82,585,295 48.58 3. Small warrants holders who hold < 1 trading unit 16 910 0.00 Total 3,554 170,000,000 100.00 Note : 1 Trading unit = 100 warrants Major Warrant Holders As at April 18, 2005 Name No. of warrants % of present Listed warrants 1. Ms. Sanongnuch Charnvirakul 58,140,880 34.20 2. Ms. Patchara Jiraratsatit 11,351,883 6.68 3. HSBC (Singapore) Nominees PTE LTD 9,586,033 5.64 4. Mr. Anutin Charnvirakul 8,333,333 4.90 5. Ms. Nitsanart Anantachai 7,141,216 4.20 6. HSBC Bank PLC-CLIENTS General A/C 5,460,600 3.21 7. Thai NVDR 3,652,726 2.15 8. Mr. Pongaik Tanphanich 3,400,000 2.00 9. Mr. Pranee Piriyamasakul 2,687,583 1.58 10. Social Security Office 2,641,566 1.55 Total 112,395,820 66.11 Registrar Thailand Securities Depository Company Limited Receiving Agent for the Exercise Warrants Sino-Thai Engineering & Construction Public Company Limited Exercise Right of Warrants 1. Exercise date The exercise date is on the last business day of every March, June, September, and December throughout the warrant's term except the last exercise date. The last exercise date shall be the expiry date of warrant, which will occur on April 18, 2008. If the exercise date falls on a public holiday, the actual exercise date shall be the next business day. Warrant holders may exercise the right to buy common shares in full or in part. Any fractions of shares that Warrant holders will be entitled to in the event of adjustment of exercise right and/or exercise ratio described in this Information Memorandum will be truncated without any compensation to Warrant holders. 2. Notifying period for rights exercise Warrant holders who wish to exercise their right to buy the Company's ordinary shares shall inform their intention to do so in accordance with "Exercise Procedures" section below, between 08.30 a.m. and 15.30 p.m. on any day that falls within 5 business days prior to each exercise date. The last exercise date shall be April 18, 2008. The Company will not close the warrants registry to suspend the transfer or exercise of warrants, except for the last exercise date, in which case the Company shall close the warrants registry twenty-one (21) days prior the last exercise date. In addition, the SET will post an "SP" (Suspension) sign during the last exercise period. The Company will notify details of rights exercise, exercise period and notifying period for rights exercise at least 5 business days prior to the commencement of each notifying period of rights exercise through the SET's SETSMART system. For the last exercise, the Company will send registered mail to warrant holders whose names appear in warrant holder registry on a closing date of the registration book, and notify details of rights exercise, exercise period and notifying period for rights exercise at least 7 business days prior to the commencement of the last notifying period of rights exercise through the SET's SETSMART system. Exercise Procedures 1. Contact Address : Sino-Thai Engineering & Construction Public Company Limited 25th Floor, Sino-Thai Tower, 32/59 Asok Road, Bangkok 10110 2. In case of warrants under the script less system, the warrants holders who wish to exercise their right shall notify such intention and file the completed application for withdrawal of the Warrant Certificates or the issuance of the certificate receipts in the form prescribed by the SET to brokers. Any such brokers shall notify the TSD the withdrawal request of the Certificates representing the Warrants to be exercised and the TSD shall issue the Certificates for the Warrant holders to use as supplementary evidence, when exercising the Warrants. 3. Any Warrant holders intend to exercise their warrants shall comply with the condition governing the Exercise Notice by completing the following actions and submitting the following documents at the Company's head office: 3.1. An Exercise Notice, which has been accurately and completely filled in; 3.2. Warrant Certificates representing Warrants in the form prescribed by the SET according to the amount specified in the Exercise Notice; 3.3. Payment of the amount specified in the Exercise Notice in accordance with these terms and conditions. Any Warrant holders who intend to exercise their warrants shall make payment in the form of cheque, draft, bill of exchange, or payment order from banks, which can be cashes in the Bangkok Metropolitan area within 2 business days from each Exercise Date. Those payments shall be made payable to "Sino-Thai Engineering and Construction Public Company Limited" saving account number 032-4-11321-8 Siam Commercial Bank Plc. Asoke Branch. Any of the exercise will be legally completed when the payment has been received. If the Company dost not obtain payment in full as specified in the Exercise Notice executed by the warrants holders, the Exercise Notice shall deemed to be cancelled without any exercise. However, the warrant holders will be able to exercise their right on the next Exercise Date, with the exception of the last Exercise Date. Warrant holders are responsible for the payment of all stamp duties, official fees and registration fees arising from the exercise of their Warrants. 3.4. Verification of identification Thai Individual Person - Certified copy of Identification Card Foreign Individual Person - Certified copy of Passport Thai Juristic Person - Certified copy of Certificate of Incorporation and Corporate Affidavit - Certified copy of Identification Card of the authorized persons Foreign Juristic Person - Certified copy of Certificate of Incorporation and Corporate Affidavit of a registry Official, which must notarized by a notary public - Certified copy of Identification Card or Passports of the authorized persons 3.5. The number of Warrants to be exercised shall be an integer where, the Exercise Ratio is 1 unit of Warrants to 1 ordinary share of the Company, unless adjusted as stated in adjustment to the exercise price and the exercise ratio. 3.6. The number of ordinary shares to be issued when exercising the Warrants shall be calculated by diving the payment made by the warrant holders as stated above by the prevailing Exercise Price. The company shall issue shares in the whole amount, which will not exceed the number of exercised warrants multiplied by the Exercise Ratio. Where an adjustment to the Exercise Price and/or The Exercise Ratio would result in a fraction of a share, the Company shall not take the fraction into account and shall return the amount of overpayment to the warrants holders via registered mail within 30 days from the relevant Exercise Date, with no interest. 3.7. Where the Company does not obtain the Warrant Certificates or payment in full as specified in the Exercise Notice and/or The Company finds that the Exercise Notice has been inaccurately or incompletely filled in by the warrant holders, the warrant holders shall rectify the found before the Exercise Date. If the warrant holders fail to correct the found errors within the notification period, the company shall deem that the Exercise Notice has expired without any exercise having taken place and shall return the previous received payment with no interest and the Warrant Certificates to the warrant holders via registered mail within 14 days from the day following the Exercise Date. Notwithstanding the above provision, where the warrants holders pay only part of the Exercise Price, the Company reserves the right to proceed with one of the following alternatives to be selected: 1. deem that the Exercise Notice expires without any exercise; or 2. deem that the number of shares subscribed is equal to the number of shares eligible in accordance with the actual payment the Company received given the prevailing Exercise Price; or 3. enquire the Warrants holders to pay the remaining balance by the amount he/she intends to exercise within the prevailing Notification Period. If the Company does not receive payment within such period, it shall be deem that the Exercise Notice will be expire without exercise being taken place. In situations set forth in paragraphs 1 and 3 above, the Company shall deliver the previously received payment or the Warrant Certificates which the Company deemed unexercised by registered post within fourteen (14) days from the day succeeding Exercise Date, with no interest or; In situation set forth in paragraph 2, the Company shall deliver the remaining Certificates after partial exercise is completed to the Warrant holders via registered mail within thirty (30) days from the day succeeding Exercise Date, with no interest. However, the unexercised Warrants are valid until the last Exercise Date. 3.8 When the Warrant holders who wish to exercise their Warrants have fully complied with all conditions governing their exercise (i.e., the Warrant holder has completely and accurately delivered the Warrant Certificates, the Exercise Notice, and payment in full), Warrant holders cannot rescind the exercise of their Warrants. 3.9 Where the last Exercise Date expires before Warrant holders completely comply with all conditions governing the exercise of their Warrants, such Warrants will automatically be expired. 3.10 In the case where a Warrant holder has submitted Warrant Certificates representing more Warrants than the amount to be exercised, the Company shall send a new Warrant Certificate to such Warrant holder whose warrants are in the Scrip System, representing the correspondingly decreased number of Warrants, to the Warrant holder via registered mail within fourteen (14) days of the relevant Exercise Date and shall cancel the previous Warrant Certificates. 3.11 The Company shall register the change of its paid-up capital corresponding to the newly issued common shares for each of the exercise of Warrants with the Ministry of Commerce within fourteen (14) days from each Exercise Date and the Company shall register in its share register book all Warrant holders who exercise their Warrants in accordance with the number of shares issued to them. 3.12 Warrant holders may choose only one alternatives in receiving shares by receive Share certificates or to issues shares in scripless form. The Company will deliver Share certificates or issue shares in the scripless system to the Warrant holders within forty-five (45) days from each Exercise Date. Adjustment of Exercise Price and Exercise Ratio The Company shall adjust the Exercise Price and the Exercise Ratio throughout the life of the Warrants every time each of the following events takes place: 1. the Company changes the par value of its shares as a result of the split or consolidation of its issued common shares. The Company will adjust exercise price and exercise ratio before the change in par value will become effective. The adjustment will become effective on the date of change in par value of the Company's shares. 2. the Company pays the dividends more than 70% of its net profit after tax for each accounting period during the life of warrants. The adjustment will become effective on the first day that purchasers of the Company's common shares will have no right to receive dividends. 3. the Company pays all or part of the dividends with common shares to its existing shareholders. The adjustment will become effective from the on the first day that purchasers of the Company's common shares will have no right to receive stock dividends. 4. the Company offers to sell its common shares to the existing shareholders, public, and/or private placement with the net price of the newly issued common shares is lower than 90% of "the market price of the Company's common shares." The adjustment will become effective from the first day that holders of the Company's common shares will have no right to subscribe to share offering (XR date) in case of right issues, and/or the first day of the offering period in case of public offering and/or private placement, as the case may be. 5. the Company offers to sell the existing shareholders and/or the public any newly issued securities e.g. convertible debentures or warrants which give right to the holders to convert to or purchase common shares of the Company and the net price of the newly issued common shares to accommodate the exercise of such right is lower than 90% of "the market price of the Company's common shares." The adjustment will become effective from the first day that holders of the Company's common shares will have no right to subscribe to any offering of securities that can be converted into common shares or exercised for the right to buy common shares (XR date) in case of right issues, and/or the first day of the offering period for such securities in case of public offering and/or private placement, as the case may be. 6. there are any events not mentioned in 1 through 5 that cause the Warrant holders to lose their right and benefits. The Company and its financial advisor will mutually determine to amend the Exercise Price and /or the Exercise Ratio without depriving the rights of warrant holders. The consideration shall be considered final and the Office of the securities and Exchange Commission and the Stock Exchange of Thailand will be notified within 15 days from the day leading to such change of rights to exercise. 7. The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance with 1 through 6 is independent of each other and will be calculated in order to make a comparison with "the market price of the Company's common shares". In cases where these events simultaneously occur, the calculation shall be conducted in the manner of descending order from 1 through 6, and the decimals for the Exercise Price and the Exercise Ratio shall be maintained at 3 and 5, respectively, for each calculation. 8. The calculation of the adjustment to the Exercise Price and the Exercise Ratio in accordance with 1 through 5 shall not cause the increase in the Exercise Price and/or the decrease in the Exercise Ratio, except in the case of the share consolidation. The calculation of Exercise Price after adjustment (to three decimal places) when multiplied by the number of common shares to be exercised in each Notification of Intention to exercise, is a fraction of Baht, such a fraction shall be ignored. Moreover, if the new exercise price is lower than the par value of the Company's common shares, the par value as a new exercise price. 9. For each of the adjustment events described in 1) to 8) above, the Company will notify the SEC of the details, calculation methods, and reason for such adjustment, including new Exercise Price and Exercise Ratio, the date that new Exercise Price and Exercise Ratio will become effective. The Company will notify Warrant holders of such details via the SET's information dissemination system within 15 days from the date that the new Exercise Price and Exercise Ratio become effective. The Company will not adjust Exercise Price and Exercise Ratio if such an adjustment will result in a new Exercise Price of lower than 1 Baht per unit. However, the Company will accrue the results of such adjustment with future adjustment events, and will adjust the Exercise Price and Exercise Ratio when the new Exercise Price becomes 1 Baht per unit or greater. The Company will not extend the last Exercise period or adjust Exercise Price of Warrant in any event, except for those adjustment events described in 1) to 8) above. Status of Warrant holders and right of newly issued common shares derived from exercising of warrants 1. The status of the Warrants or certificate receipts during the date that the Warrant holders notify their intention to exercise and the date that the Ministry of Commerce accepts the registration of increase in paid-up capital due to the exercise of such Warrants, shall be the same and have the same right as Warrant holders who do not give notification of their intention to exercise. 2. Newly issued common shares derived from the exercise of the Warrants shall have the same right and benefits as the issued and fully paid-up common shares in every aspect if the Ministry of Commerce accepts the registration of the increase in the paid-up capital of the Company. New Securities Issuance Warrant Certificates 1. If subscribers wish to receive Warrant Certificates in their names, the Company shall deliver Warrant Certificates in the number of allotted Warrants via registered mail to the specified addresses in the Warrant subscription form within forty-five (45) days from the issuant date. In this case, subscribers cannot sell the allotted Warrants on the SET prior to the receiving of the Warrant Certificates. The Certificates may be received after permission is granted for the Company's Warrants to be traded on the SET. 2. If subscribers wish to use scripless system of the TSD; thereafter, they would like to deposit Warrants in the accounts of securities companies that they have opened their securities trading accounts, the Company's Warrant registrar, the TSD, shall issue Warrant Certificates in the name of "Thailand Securities Deposit Co., Ltd. for the depositor", and the TSD shall record the outstanding balance of Warrants deposited by the relevant securities companies. At the same time, the securities companies will also record the outstanding (more)