Report on Resolutions of AGM No.12/2006

ST. 010/2006/0032 28th April, 2006 Subject : Report on Resolutions of the Annual General Meeting of Shareholders No. 12/2006 To : Directors and Manager of the Stock Exchange of Thailand Whereas Sino-Thai Engineering & Construction Pubic Company Limited convened the Annual General Meeting of Shareholders No. 12/2006 between 10.50 hours - 12.30 on April 28th, 2006. The Company would like to report the resolutions adopted at the said meeting as follows: 1. Approval of the Minutes of Annual General Meeting of Shareholders No. 11/2005 held on April 28th, 2005 and the Minutes of Extraordinary Meeting of Shareholders No. 1/2005 held on May 31st, 2005. 2. Approval of the Report on the Company's Operating Results for the year ending December 31st, 2005 and the Company's Annual Report for 2005. 3. Approval of the Balance Sheet and Profit and Loss Statements for the fiscal period ending December 31st, 2005 which were audited by the Company's auditor. 4. Approval of the appropriation the part of net profit as the statutory reserve at five (5) percent of net profit in amounting to Baht 23,638,156 (Twenty-three Million Six Hundred Thirty-eight Thousand One Hundred and fifty-six Baht) and the declaration of dividend payment for 2005 at the rate of Baht 0.23 (Twenty Three Satang) per share, to the Company's shareholders. The payment date will be on May 26th, 2006.Please be informed that the appropriation of statutory reserve amounting to Baht 103,038,015 (One Hundred and Three Million Thirty Eight Thousand and Fifteen Baht) is consolidated as of December 31st, 2005. 5. Approval of the re-appointment of the directors who retired by rotation namely: (1) Mr. Chavarat Charnvirakul (2) Police General Sanong Wattanavrangkul and (3) Mr. Thanathip Vidhayasirinun as the Company's directors for an additional term; 6. Approval of the appointment of Mr. Narong Puntawong C.P.A. License No. 3315 and/or Mr. Ruth Chaowanagawi C.P.A. License No. 3247 and/or Mr. Suphachai Panyawattano C.P.A. License No. 3930, all of Ernst & Young Office Limited as auditors of the Company for 2006 with the auditors' remuneration of Baht 1,280,000 (One Million Two Hundred and Eighty Thousand Baht). 7. Approval of the fixing of the Remuneration of Directors and Audit Committee for 2006 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 The Board of Directors' annual remuneration shall also be allocated to the directors who hold management positions in the Company effective from the year 2006 onwards. 8. Approval of the issuance of debentures for sale to the public. The details are as follows: 1. Type of debentures: subordinated or non-subordinated debentures which will repay the principal by installments or in one time, with and/or without security, with or without a trustee, depending upon market conditions at the time of each issuance and offering of the debentures. 2. Amount and Currency: not exceeding Baht 3,000,000,000 (Three Billion Baht) within three (3) years. 3. Offering: To be offered domestically to the public, and/or institutional investors, and/or specific investors according to the law and related regulations. The debentures can be issued either all at once and in one lot for the full total amount and/or various lots. 4. Interest Rate: Depending upon market conditions at the time of each issuance and offering of the debentures. 5. Maturity: Not exceeding seven (7) years from the issuing date 6. Objectives: The fund received will be used as working capital and for expanding the Company's business operations and the repayment part of short term loans. 7. Authorization: The Executive Committee or Mr. Vallop Rungkijvorasathien, the President is empowered and authorized to determine the details and terms of the issuance of debentures depending upon market and financial conditions at the time of the issuance and offering of the debentures. The Company provides this information for your acknowledgment and dissemination to the public and other investors. Sincerely yours, Sino-Thai Engineering & Construction Plc. (Mr. Vallop Rungkijvorasathien) President