CLARIFICATION ON THE BUYING OF HTR CORP. LTD.

Our Ref : ST/2001/0035 February 5, 2001 Subject : Clarification on the buying of HTR Corp. Ltd Attention : The President The Stock Exchange of Thailand Attachments : - Purpose of buying HTR security - The Benefits expected to be received - The HTR shareholders' structure Whereas Sino-Thai Engineering & Construction Public Company Limited "STECON" has bought HTR Corp. Ltd. shares from the Siam Commercial Bank Plc. for 9,300,000 shares at 7.00 Baht per share amounting 65,100,000 Baht (Sixty-five million one hundred thousand baht) on February 5, 2001. From this transaction, STECON share holding in HTR Corp. Ltd. shall increase from 47.26% to 66.20% of HTR paid up capital. The HTR Corp. Ltd. is STECON Associated Company, focus on Property Development, with registered capital Baht 500,000,000. The buying of HTR shares resulted from STECON forecasted favorable growth trend on office building business in the near future. We advise that the transaction size is not in case of related transaction and the listed company's acquisition of asset according to the SET Regulation. Please be advised and further kindly disclose the above to investors and public. Very Truly Yours, (Mr. Woraphant Chonthong) Senior Vice President Finance and Account Purpose of Buying HTR security The reason for investing in HTR Corp. Ltd. is the favorable growth trend of office building business which has had a tendency to pick up following its slowdown in 1998. The investment can be supported by the following factors: - The current rate of rental is significantly low when compared to other major cities in the region. This will be a factor that attracts foreign investors. - The recovery of the Thai economy will contribute to the demand for office buildings. The current core business of HTR Company Limited is the management of Sino-Thai Tower which is a large office building in the Asoke Road area. The strengths of Sino-Thai Tower which will contribute to its competitiveness are as follows: - Good location: The building is located adjacent to Sukhumvit 21 (Soi Asoke) which can be entered from 2 directions, i.e. Soi Asoke and Sukhumvit 23 (Soi Prasarnmitr). Its location is also close to many important places, such as Queen Sirikit National Convention Center, Victory Monument, Port Authority of Thailand, etc. - Convenient to commute to and from: The building is located on Asoke Road which is a connection with several main roads, such as Sukhumvit Road and Petchburi Road, which makes it convenient for commuting purposes. It is also conveniently located within commuting distance from the BTS sky train service. Moreover the future subway will make such commute even more flexible. - Availability of public utilities: This includes parking lots, security system and standard fire prevention system. - Nearby offices, such as banks, post offices, district offices. - Professional management: Due to long experience in real estate operations, HTR possesses management expertise which enhances its high competitiveness. Through the debt restructuring in 2000, the liability of the company has substantially declined, allowing it to flexibly operate its business. - Through such opportunity and its strengths, STECON is of the opinion that HTR has good potential for growth and has the potential to be a leader in the real estate business, especially with respect to large office building management. STECON is therefore confident to invest in the aforementioned company. The Benefits expected to be received Despite the fact that the real estate business has slowed down during the past 1-2 years, STECON foresees its growth potential in the future and has therefore decided to invest in such company. The purchase of the HTR shares will allow STECON to be a major shareholder holding the largest shares numbering 33,100,000 shares of HTR representing 66.20% of the registered and paid-up capital. As mentioned earlier, the business of HTR has good potential due to the overall economic recovery and its high competitiveness. Furthermore, being a major shareholder will entitle STECON to full control and management which will contribute to smoother and more flexible operations, which, in turn, will maximize the shareholders' equity. The HTR shareholders' structure Shareholders' structure prior to STECON share purchase Shareholder % No. of shares Sino-Thai Group 47.60% 23,800,000 NFS Group 19.10% 9,550,000 Siam Commercial Bank 18.60% 9,300,000 Amarin Group 14.70% 7,350,000 Total 100% 50,000,000 Shareholders' structure after STECON share purchase Shareholder % No. of shares Sino-Thai Group 66.20% 33,100,000 NFS Group 19.10% 9,550,000 Amarin Group 14.70% 7,350,000 Total 100% 50,000,000