Report on Resolutions of the Board of Directors Meeting NO.1

24th March 1998 Subject : Report on Resolutions of the Board of Directors Meeting No. 1/1998 To : Directors and Manager of the Securities Exchange of Thailand Whereas the Board of Directors of Sino-Thai Engineering & Construction Plc convened the Board of Directors Meeting No. 1/1998 during 15.00 hours - 17.30 hours on March 24, 1998. The Company would like to report the resolutions adopted at the said meeting as follows: 1.To approve the Board of Directors report on the Companys Operating Results ending December 31, 1997 and to propose them to the Annual General Meeting of Shareholders for consideration. 2.To confirm that Mr. Kierte Eiamsakulrat, Mr. Chumpol Phornprapha and Mr. Masthawin Charnvirakul will retire as directors by rotation at the Annual General Meeting of Shareholders and to propose that the shareholders consider reappointing the said three retired directors as the directors of the Company for another term. 3. To approve the Balance Sheet and Profit and Loss Statement for the fiscal period ending 31st December 1997 and to propose them to the Annual General Meeting of Shareholders for consideration. 4. To approve the relinquishment of the declaration of year end dividends for 1997 due to the loss incurred by the Company last year. 5.To propose the appointment of Mr. Supot Singhasaneh, C.P.A. License No. 2826 and/or Mr. Nirand Lelamathwat, C.P.A. License No. 2316 of KPMG Peat Marwick & Suthee as auditor of the Company for 1998 and the remuneration of auditor to the shareholders for consideration. 6. To propose that the shareholders consider fixing the remuneration of the Board of Directors for 1998 for all directors. 7.To convene the Annual General Meeting of Shareholders No. 5/1998 and to close the Companys share register book as follows: 7.1 The Annual General Meeting of Shareholders No. 5/1998 will be convened at 15.30 hours, on April 29, 1998 at Tantawan Room, Radison Hotel Bangkok, Praram 9 Road, Khet Huaykwang , Bangkok. The matters to be transacted at the meeting are:- (1) To approve the minutes of the 4/1997 Annual General Meeting of Shareholders. (2) To approve the Board of Directors' report on the Company's Operations as of December 31, 1997 and the 1997 Annual Report. (3) To consider appointment of directors in place of those retiring by rotation. (4) To consider the Balance Sheet and Profit and Loss Statements for the fiscal period ended 31st December 1997. (5) To consider appointment of the Company's Auditor for 1998 and fixing the auditor's remuneration. (6) To consider approval of the Directors' Remuneration for 1998. (7) Other business (if any). 7.2 The Company will close the Registration Book on April 10, 1998 at 12.00 hours until the meeting is adjourned. Eligible shareholders may exercise their right to attend the Annual General Meeting of Shareholders. Please be advised accordingly. Yours sincerely, Sino-Thai Engineering & Construction Plc (Mr.Woraphant Chongthong ) Senior Vice President