NSOLIDATED FINANCIAL STATEMENTS Q3/2000 - STECON

The Company obtained the US$ 80,000,000 syndicate loan from 19 foreign banks and financial institutions and the US$ 5,000,000 loan from a foreign bank, which bear interest at the rate of the SIBOR. The principals are repayable within 3 years from the drawdown date and interest payable semi-annually. The lenders may request the Company to repay the loans within 2 years from the drawdown date. Loan covenants include maintenance of important financial ratios to the level as set out in the agreement. As at September 30, 2000 and December 31, 1999, the Company has not performed in accordance with loan agreements concerning loan and interest payment in the amount of US$ 93.5 million and financial ratio. The default entitles the lenders to accelerate the maturity of all amount outstanding immediately due and payable. Therefore, the loans are shown under current liabilities in total amount. See Note 1.4 to the financial statement. In 1997, the subsidiary has entered into a loan agreement with a domestic commercial bank for Baht 117 million, repayable quaterly in twenty-four installments within 7 years. The first repayment was repaid at the end of the one year and 3 months from loan agreement's date. The monthly interest is payable as from the first month of drawdown. In 1998, the subsidiary has entered into a loan agreement with the same bank for Baht 30 million, repayable quarterly in twenty-four installments within June 30, 2004. The first repayment was repaid on September 1998. The monthly interest is payable as from the first month of drawdown. During 1998, the subsidiary has not repaid on loan payments as a whole and has not performed under loan agreements. This default entitles the bank to accelerate the maturity of all amounts outstanding immediately due. Later on November 4, 1999, the subsidiary has entered into the debt restructuring contract with a domestic commercial bank. The outstanding debts as at December 31, 1998 were restructured by transferring bank overdrafts, short-term loans and long-term loans in the amounts of Baht 10.53 million, Baht 28.46 million and Baht 147 million, respectively, into the contract principal in the amounting to Baht 185.99 million and accrued interest expense of Baht 23.39 million. The bank is entitled to charge interest for the principal at the interest of MLR. (8.5% per annum as at the contract date). The following under the contract are summarized: The bank has agreed to extend the terms and conditions of principal quarterly repayment for 21 quarterly installments. The first installment will start from December 31, 2003 as below: Year Payment (Million Baht) 2003 145.86 2004 (quarterly payable Baht 1,547,400) 6.19 2005 (quarterly payable Baht 1,992,600) 7.97 2006 (quarterly payable Baht 2,145,000) 8.58 2007 (quarterly payable Baht 2,655,000) 10.62 2008 (quarterly payable Baht 1,691,623) 6.77 Total 185.99 The bank has agreed to extend the terms and conditions for monthly interest payments, which will start from the month of contract signed as follows: For the Period Interest rate Or equivalent monthly interest % per annum Thousands Baht January 1, 1999 to December 31, 2000 0.5420 84 January 1, 2001 to December 31, 2001 1.3550 210 January 1, 2002 to December 31, 2002 2.7099 420 January 1, 2003 to 2008 MLR The difference between the interest expense which are calculated based on the interest rate of MLR per annum and debt restructuring contract, the subsidiary has agreed to repay which depend on the subsidiary's performances and the bank's approval. The subsidiary has to repay to bank when cash in available after the repayment of the normally debt repayment. Therefore, as from the fourth quarter of the year 1999 through December 31,2003 as an uncertainty regarding to ability on repayment of the subsidiary that depends on its performance, the subsidiary has not recorded accrued interest expense of differences between interest expense based on bank's right and debt restructuring contract. If the subsidiary considered to record accrued interest expense as at September 30, 2000 and as at December 31,1999, the accrued interest expenses would be recognized to increase by Baht 12.73 million and Baht 2.47 million, respectively, based on bank's right. The subsidiary has agreed to repay accrued interest expense within 2003 for Baht 11.16 million and the remaining within December 31, 2013. 2.5 Share Capital According to the resolution of creditors meeting held on August 23, 2000 and the Central Bankruptcy Court authorized the reorganization plan on September 4, 2000, therefore, on September 20, 2000, the Company has registered to decrease the authorized share capital from Baht 750 million to be Baht 300 million consisted of 23 million ordinary shares, Baht 10 par value, and 7 million preference shares, Baht 10 par value. Later on September 22, 2000, the Company has registered to increase the authorized share capital from Baht 300 million by Baht 550 million to Baht 850 million consisted of 78 million ordinary shares, Baht 10 par value and 7 million preference shares, Baht 10 par value. 2.6 Revaluation Surplus In 1996, the Company revalued its land resulting in revaluation surplus of Baht 834.57 million was approved by the Executive Board of Directors' meeting No.12/2539 held on March 28, 1996. The Company recorded the revaluation of land as revaluation surplus shown under shareholders' equity. In March 1999, the Company revalued the majority of land of Baht 509 million based on market value on the basis of valuation of the appraisal company dated March 4, 1999 that resulted to decrease carrying amount of land by approximately amount of Baht 390.85 million. The above land revaluation was approved by the Executive Board of Directors' meeting No.8/2542 held on February 22,1999, and No. 31/2542 held on September 27, 1999 and the Company recorded the revaluation surplus as shown under shareholders' equity. In 1996, a subsidiary revalued its land resulting in revaluation surplus of Baht 185 million which was approved by the Executive Board of Directors No. 4/2539 held on June 28, 1996, and recognized the revaluation under the heading of revaluation surplus in shareholders' equity in the amount of Baht 94.61 million on proportion of holding by the Company. On June, 1999, this subsidiary revalued the land in the amount of Baht 148.72 million as based on market value on the basis of valuation of the appraisal company dated September 14, 18 and 21, 1999 that resulted to decrease carrying amount of land by approximately amount of Baht 36.79 million which was approved by the Meeting of the Executive Board of Directors No. 6/2542 held on July 12, 1999. The subsidiary recorded the devaluation on land shown under shareholders' equity. As at December 31, 1999, the subsidiary has revalued its two dredges resulting in revaluation surplus of approximately Baht 96.06 million as approved by the Executive Board of Directors No. 11/2542 held on December 30, 1999 and appraised by an independent appraiser on December 30, 1999, based on comparison with the useful value of the dredges. The subsidiary recognized the revaluation on land as revaluation surplus on assets shown under shareholders' equity. 2.7 Contigencies and Commitments The Company and subsidiaries have commitments and contingent liabilities as at September 30, 2000 are as follows: Million Baht Guarantor of credit facilities for affiliated companies 54.84 Guarantor of credit facilities for related parties 223.13 Guarantor of credit facilities for other company 86.07 Letter of guarantee issued by financial institution 1,362.87 Letter of credit 46.62 The Company and subsidiaries' claims under litigation 12.79 As at September 30, 2000, deposit in the amount of Baht 7.12 million is pledged for damage of construction. As at September 30, 2000, the subsidiary was sued for compension in disputed in mining development contract and quarry for crushing mill in the approximately amount of Baht 170.72 million and the subsidiary has counterclaimed in the same case in the amount of Baht 142.89 million. This case is still in the process on consideration of the arbitrator of judge and is not decided. 2.8 Segment Information The Company and subsidiaries operate in business of construction, sale of goods and services in Thailand. Segment information classified by type of business in the consolidated financial statements for the nine months ended September 30, 2000 and 1999 are summarized as follows: (Amounts : Million Baht) 2000 Construction Sale Service Total Revenues 2,242.53 90.47 3.23 2,336.23 Cost of construction and sale (2,512.54) (163.08) (4.03) (2,679.65) Gross loss (270.01) (72.61) (0.80) (343.42) 1999 Revenues 2,476.41 150.54 8.43 2,635.38 Cost of sale (2,152.01) (142.75) (12.01) (2,306.77) Gross profit (loss) 324.40 7.79 (3.58) 328.61 2.9 Reclassification Certain items in the financial statements for the three-month and nine - month period ended September 30, 1999 and December 31, 1999 have been reclassified to conform with the presentation in the financial statements for the three-month and nine - month period ended September 30, 2000.