Additional Clarification of Capital Increase Report

13 January 2006 ST. 010/2006/0012 Subject : Additional Clarification of Capital Increase Report (F53-4) To President The Stock Exchange of Thailand Sino-Thai Engineering & Construction Pubic Company Limited had reported the resolutions of the Board of Directors Meeting No.3/2005 held on 7 April 2005 and the Extraordinary General Meeting of Shareholders No.1/2005 held on 31 May 2005 concerning the issuance of newly issued shares for private placement. Details of the resolutions of such meetings are as follows: 1. Capital Increase The Board of Directors Meeting has resolved to increase the Company's capital from its existing registered capital of Baht 1,190,250,000 to Baht 1,350,250,000 by issuing 160,000,000 newly issued shares at the par value of Baht 1 per share, totaling Baht 160,000,000. 2. Allotment of Newly Issued Shares The Board of Directors Meeting has resolved to allocate 160,000,000 newly issued shares, at the par value of Baht 1 each, totaling Baht 160,000,000 with details as follows: 2.1 The details of allotment Allocate to: UBS Securities Pte. Ltd. as settlement agent for the placing. UBS Securities Pte. Ltd in this capacity is facilitating the process by which shares issued by the Company are transferred to end investors (who are all independent institutional placees) and the placement monies are transferred from these end investors to the Company. Location: Singapore Relationship with the Company: None The Company will inform the SET regarding the list of ultimate subscriber later on in the report of result of the offering (F 53-5). - Number of the offering shares: 160,000,000 shares - The offering price: Baht 12.10 per share - Subscription and payment period: 12-16 January 2006 - The criteria for the offering price determination The offering price was determined via bookbuilding process with international institutional investors. This offering price of Baht 12.10 per share represents a 2.5% discount from the Market Price as defined in the Notification of the Securities and Exchange Commission No. Kor Jor 12/2000 Re: The application and the approval for the issuance and offer of newly issued shares. The Market Price is calculated from the weighted average closing prices during the 15 business days prior to the offering date, which is Baht 12.41 per share in this case. - Condition for holding of newly issued shares -None- 2.2 The Company's plan in case where there is a fraction of shares remaining -None- 2.3 The number of shares remaining from the allotment -None- 3. Approval of the capital increase/share allotment by relevant governmental agency and conditions (1) Ministry of Commerce for the registration of capital increase (2) The Stock Exchange of Thailand for the listing approval 4. Use of proceeds from capital increase (1) 50% of the proceeds for working capital. (2) 25% of the proceeds for machinery and construction equipments. (3) 25% of the proceeds for short-term debt repayment. 5. Benefits to the Company from capital increase/ share allotment The additional capital shall be used for supporting current increased orderbook and future business expansion in both government mega projects and private projects. 6. Benefits to the shareholders from capital increase/ share allotment Return to shareholders will likely increase as a result of the Company's improved operating results in the future. 7. Effect to shareholders The price dilution and control dilution from this capital increase may have an effect on the shareholders. The shareholding percentage of existing shareholders will be diluted to 86.49%. The Company certifies that the information provided above is correct and accurate in all respects. Yours faithfully, Sino-Thai Engineering & Construction Pubic Company Limited ................................. (Mr. Woraphant Chongtong) SEVP. Financial and Administration Division