Convene the EGM No.1/2006

ST.010/2006/0046 July 5th, 2006 Subject :Report on Resolutions of the Board of Directors Meeting No. 3/2006 To : Directors and Manager of the Stock Exchange of Thailand Whereas the Board of Directors of Sino-Thai Engineering & Construction Public Company Limited (the "Company") convened the Board of Directors Meeting No. 3/2006 during 10.45 hours - 11.25 hours on July 5th, 2006 at the Conference Room of the Company located at Sino-Thai Tower, 25th Floor, No. 32/55 Sukhumvit 21 Road (Soi Asoke), Kwaeng Klongtoey Nua, Khet Wattana, Bangkok Metropolis. The Company would like to report the unanimous resolutions adopted at the said meeting as follows: 1. Proposal that the shareholders meeting consider and approve the amendment of Article 8 and the addtion of new Article 55 to the Article of Association. Details of which are as follows: 1.1 The amendment of Article 8 of the Articles of Association to enable the Company to repurchase its shares from the Company's shareholders in the future and to comply with the Limited Public Companies Act (amendment No. 2) B.E. 2544 as follows: The current content of Article 8: The Company is prohibited from owning or accepting pledge of its own shares. The new content of Article 8: The Company may own its shares in the following cases: (1) The Company may repurchase its shares from shareholders who vote against the resolution of amendments to the Company's Articles of Association with regard to the voting rights and the rights to receive dividend which such shareholders deem as unfair. (2) The Company may repurchase its shares for financial management when the Company has accumulated profit and excess liquidity. The repurchase of shares shall not cause any financial burden to the Company. The shares repurchased not exceeding of 10% of the paid-up capital must obtain approval by the Board of Directors, the shares repurchased exceeding of 10% of the paid-up capital must obtain approval by the shareholders meeting. Shares held by the Company shall not be asserted in the quorum of a Shareholders Meeting and shall not carry any voting rights or the right to receive dividends. For shares repurchased under the first paragraph, the Company must dispose of them within the period prescribed by the ministerial rules. If the disposal of shares does not take place or is not in total, the Company must reduce the paid-up capital by decreasing the number of the registered shares which have not been purchased. For repurchase of shares under the first paragraph, the disposal and decreasing of shares under the fourth paragraph shall comply with the rules and procedure prescribed by the ministerial rules. 1.2 The addition of new Article 55 to the Company's Articles of Association regarding the decrease of capital in order to comply with the Limited Public Companies Act (amendment No. 2) B.E. 2544 as follows: Article 55 The Company may reduce the amount of its registered capital by either lowering the par value of each share or by reducing the number of shares. However, the capital of the Company shall not be reduced to less than one quarter of its total capital. In the case the Company has accumulated losses and has compensated for accumulated losses according to the Public Limited Companies Act but it still retains accumulated losses. In such case, the registered capital of the Company may be reduced to lower than one quarter of total capital. The reduction of the par value or number of shares under the first paragraph and the second paragraph to any amount and by any method may be made upon a resolution passed at the shareholders meeting by a vote of not less than three-fourths of total votes of the shareholders attending the meeting who have the right to vote. 2. Convening the Extraordinary Meeting of Shareholders No. 1/2006 and to close the Company's share register book as follows: 2.1 The Extraordinary Meeting of Shareholders No. 1/2006 will be convened at 10.00 hours, on August 9, 2006, at the Conference Room of Sino-Thai Engineering & Construction Public Company Limited Sino-Thai Tower, 30th Floor, No. 32/60 Sukhumvit 21 Road (Soi Asoke), Kwaeng Klongtoey Nua, Khet Wattana, Bangkok Metropolis. The matters to be transacted at the meeting are:- (1) To consider and approve the amendment of Article 8 and the addtion of new Article 55 to the Articles of Association; (2) Other business (if any). 2.2 To determine which shareholders are eligible to attend the Extraordinary Meeting of Shareholders Meeting, the Company will close the Share Register Book on July 20, 2006 at 12.00 hours until the meeting is adjourned. 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