08 March 2007
AGM Schedule and Non-issuance dividend payment
ST.010/2007/0009
7th March, 2007
Subject : Report on Resolutions of the Board of Directors Meeting
No. 1/2007
To : Directors and Manager of 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. 1/2007 during 10.30 hours -12.00 hours on March 7, 2007.
The Company would like to report the resolutions adopted at the said
meeting as follows:
1. Approval of the Board of Directors' report on the Company's
Operating Results for the year ending December 31, 2006 and to propose
the same to the Annual General Meeting of Shareholders for its approval.
2. Approval of the Balance Sheet and Profit and Loss Statement for
the fiscal period ending December 31, 2006, which were audited by the
Company's auditor and to propose the same to the Annual General Meeting
of Shareholders for its approval.
3. As the Company has deficit for the business operation of 2006,
the Company is unable to declare any dividend payment to the
shareholders. The Board of Directors has resolved to approve the
non-issuance of the dividend for the year 2006 and to propose the same
to the Annual General Meeting of Shareholders for its approval
4. Acknowledgment that (1) Mrs. Tassanee Charnvirakul (2) Dr.
Chumpol Phornprapa (3) Mr. Chamni Janchai (4) Pol. Maj. Gen. Jate
Mongkolhutthi and (5) Dr. Chaiyaphon Horrungruang will retire from
serving as the Company's directors by rotation at the Annual General
Meeting of Shareholders. The Board of Directors has resolved to propose
the Annual General Meeting of Shareholders to consider the appointment
of new directors in place of those retiring by rotation as follows:
4.1 To reappoint the said five retiring directors as the Company's
directors for an additional term;
4.2 To reappoint (1) Mr. Chamni Janchai (2) Pol.Maj.Gen. Jate
Mongkolhutthi and (3) Dr. Chaiyaphon Horrungruang as the member of the
Company's Audit Committee for an additional term.
5. Approval of the appointment of Mr. Narong Puntawong C.P.A.
License No. 3315 and/or Mr. Ruth Chaowanagawi C.P.A. License No. 3247
and/or Mr. Suphachai Panyawattano C.P.A. License No. 3930, all of Ernst
& Young Office Limited as auditors of the Company for the year 2007 with
the auditor's remuneration of Baht 1,344,000 (One Million Three Hundred
Forty-four Thousand Baht Only) per annum. This matter shall be proposed
to the Annual General Meeting of Shareholders for its approval.
6. Approval of the fixing of the remuneration of the Board of
Directors and the Audit Committee for the year 2007 and to propose the
same to the Annual General Meeting of Shareholders for its approval as
follows:
Directors' meeting fee
1) The Board of Directors
- For the Chairman of the Board of directors amounting to
40,000 Baht/meeting
- For each Director amounting to 20,000 Baht/meeting
2) The Audit Committee
- For the Chairman of the Audit Committee amounting to
40,000 Baht/meeting
- For each Audit Committee amounting to 20,000 Baht/meeting
Board of Directors' Annual Remuneration
1) For the Chairman of the Board of Directors amounting to
400,000 Baht/year
2) For the Chairman of the Audit Committee amounting to
400,000 Baht/year
3) For each Director amounting to 200,000 Baht/year
7. Convening the Annual General Meeting of Shareholders No. 13/2007
and to close the Company's share register book in order to determine
which shareholders are eligible to attend the shareholders meeting as
follows:
7.1 The Annual General Meeting of Shareholders No. 13/2007
will be convened at 10.30 hours on Tuesday, April 24th, 2007, at the
Company's conference room No. 32/60 Sino-Thai Tower, 30th Floor,
Sukhumvit 21 Road (Soi Asoke), Kwaeng Klongtoey Nua, Khet Wattana,
Bangkok. The matters to be transacted at the meeting are:-
(1) To consider and approve the Minutes of the Annual General
Meeting of Shareholders No. 12/2006 and the Extraordinary Meeting of
Shareholders No. 1/2006;
(2) To consider and approve the Board of Directors' report on
the Company's Operating Results for the year ending as of December 31,
2006 and the Annual Report for the year 2006;
(3) To consider and approve the Balance Sheet and Profit and
Loss Statements for the fiscal period ending December 31st, 2006;
(4) To consider and approve the non-issuance of the
declaration of dividends payment for the year 2006;
(5) To consider and approve the appointment of new directors
in place of those retiring by rotation;
(6) To consider and approve the fixing of the remuneration of
directors and Audit Committee for the year 2007;
(7) To consider and approve the appointment of the Company's
Auditor for the fiscal year 2007 and fixing of the auditor's
remuneration; and
(8) Other business (if any).
7.2 To determine which shareholders are eligible to attend
the shareholders meeting, the Company will close the Share Register Book
on April 4, 2007 at 12.00 hours until the meeting is adjourned.
The Company provides this information for your acknowledgment and
dissemination to the public and other investors.
Sincerely yours,
Sino-Thai Engineering & Construction Plc.
(Mr. Vallop Rungkijvorasathien)
President