05 March 2008
AGM, Non-issuance of Dividend Payment, Appoint AC
ST. 010/2008/0012
4th March, 2008
Subject: Report on Resolutions of the Board of Directors Meeting
No.1/2008, Re: the Date and Agenda of the Annual General Meeting
of Shareholders for the year 2008 and the closure of the Share
Register Book
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.
1/2008 during 10.40 hours - 12.30 hours on March 4th, 2008.
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, 2007 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, 2007, 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 2007, 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 2007 and to propose the same to the Annual General Meeting of
Shareholders for its approval.
4. Acknowledgment that (1) Mr. Vallop Rungkijvorasathien (2) Mr. Woraphant
Chontong (3) Mr. Masthawin Charnvirakul and (4) Mrs. Sanongnuch Charnvirakul
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 that the shareholders should reappointing the said four retiring
directors as the Company's directors for an additional term.
5. Approval of the fixing of the remuneration of the Board of Directors and
the Audit Committee for the year 2008 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
6. Approval of the appointment of Mr. Narong Puntawong C.P.A. License No. 3315
and/or Ms. Siraporn Ouaanunkun C.P.A. License No. 3844 and/or Ms. Thipawan
Nananuwat C.P.A. License No. 3459, all of Ernst & Young Office Limited as
auditors of the Company for the year 2008 with the auditor's remuneration of
Baht 1,460,000 (One Million Four Hundred Sixty Thousand Baht). This matter
shall be proposed to the Annual General Meeting of Shareholders for its
approval.
7. Approval of the appointment of Mr. Suchai Poopichayapongs as the Company's
new director and member of the Audit Committee in place of Dr. Chaiyaphon
Horrungruang. This matter will be brought to the Annual General Meeting of
Shareholder's acknowledgment.
8. Convening the Annual General Meeting of Shareholders No. 14/2008 and to
close the Company's share register book in order to determine which
shareholders are eligible to attend the shareholders meeting as follows:
8.1 The Annual General Meeting of Shareholders No. 14/2008 will be convened
at 10.30 hours on Friday, April 25th, 2008, 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) The matter for acknowledgment: the appointment of the Company's new
director and Audit Committee to replace the retiring director;
(2) To consider and approve the Minutes of the Annual General Meeting of
Shareholders No. 13/2007;
(3) To consider and approve the Board of Directors' report on the
Company's Operating Results for the year ending as of December 31, 2007 and
the Annual Report for the year 2007;
(4) To consider and approve the Balance Sheet and Profit and Loss
Statements for the fiscal period ending December 31, 2007;
(5) To consider and approve the non-issuance of the declaration of
dividends payment for the year 2007;
(6) To consider and approve the appointment of new directors in place of
those retiring by rotation;
(7) To consider and approve the fixing of the remuneration of directors
and Audit Committee for the year 2008;
(8) To consider and approve the appointment of the Company's Auditor for
the fiscal year 2008 and fixing of the auditor's remuneration; and
(9) Other business (if any).
8.2 To determine which shareholders are eligible to attend the shareholders
meeting, the Company will close the Share Register Book on April 4th, 2008 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 Public Company Limited
(Mr. Vallop Rungkijvorasathien)
President