No dividend payment / Date and agenda of AGM 2009

ST. 010/2009/0007 12th March 2009 Subject: Report on Resolutions of the Board of Directors Meeting No. 1/2009, Re: the Date and Agenda of the Annual General Meeting of Shareholders for the year 2009 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. 1/2009 at 10.35 - 12.30 hours on March 12, 2009. The Company would like to report the resolutions adopted at the said meeting as follow: 1. Approval of the Board of Directors' report on the Company's Operating Results for the year ending December 31, 2008 and proposal of the same to the Annual General Meeting of Shareholders for its approval. 2. Approval of the Balance Sheet and Profit and Loss Statement for the fiscal period ending December 31, 2008, which were audited by the Company's auditor and proposal of the same to the Annual General Meeting of Shareholders for its approval. 3. As the Company has a deficit for the business operation of 2008, the Company is unable to declare any dividend payment to the shareholders. The Board of Directors has approved the non-issuance of dividends for the year 2008 and proposed the same to the Annual General Meeting of Shareholders for its approval 4. Acknowledgment that (1) Police General Sanong Wattanavrangkul, (2) Mr. Thanathip Vidhayasirinun, (3) Dr. Chumpol Phornprapa and (4) Mr. Suchai Poopichayapongs will retire from serving as the Company's directors by rotation at the Annual General Meeting of Shareholders. The Board of Directors has proposed that the shareholders should reappoint the said four retiring directors as the Company's directors for an additional term and reappoint Mr. Suchai Poopichayapongs as a member of the Audit Committee for an additional term. 5. Approval of the fixing of the remuneration of the Board of Directors and the Audit Committee for the year 2009 and proposal of the same to the Annual General Meeting of Shareholders for its approval 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 6. Approval of the appointment of Mr. Narong Puntawong C.P.A. License No. 3315 and/or Miss Siraporn Ouaanunkun C.P.A. License No. 3844 and/or Miss Thipawan Nananuwat C.P.A. License No. 3459, all of Ernst & Young Office Limited as auditors of the Company for the year 2009 with the auditor's remuneration of Baht 1,460,000 (One Million Four Hundred Sixty Thousand Baht only). This matter shall be proposed to the Annual General Meeting of Shareholders for its approval. 7. Since the warrant holders did not exercise their right to buy the Company's ordinary shares, the Company therefore still has 164,041,381 remaining ordinary shares reserved for exercising the right of warrants, at the par value of Baht 1 (one) per share. The Board is of the opinion to propose that the Annual General Meeting of Shareholders consider decreasing the Company's registered capital from Baht 1,350,250,000 to Baht 1,186,208,619 by reducing the said unsold shares and amending the Company's Memorandum of Association in order to comply with the decrease of capital as follows: Clause 4 Registered capital 1,186,208,619 Baht Divided into 1,186,208,619 Shares Par Value of One Share 1 Baht Ordinary Shares 1,186,208,619 Shares Preferred Shares - 8. Approval of transfer of the share premium in the amount of Baht 1,222,496,882 (One Thousand Two Hundred Twenty-two Million Four Hundred Ninety-six Thousand Eight Hundred Eighty-two Baht only) to compensate for the accumulated loss of the Company and proposal of the same to the Annual General Meeting of Shareholders for its approval. 9. Fixing the date and agenda of the Annual General Meeting of Shareholders No. 15/2009, the record date for determination of which shareholders are eligible to attend the Annual General Meeting of Shareholders and the closing date of the Share Register Book as follows: 9.1 The Annual General Meeting of Shareholders No. 15/2009 will be convened at 10.30 hours on Wednesday, April 22, 2009, at the Company's conference room No. 32/60 Sino-Thai Tower, 30th Floor, Sukhumvit 21 Road (Soi Asoke), Kwaeng Klongtoey Nua, Khet Wattana, Bangkok. The matters to be transacted at the meeting are: (1) To consider and approve the minutes of the Annual General Meeting of Shareholders No. 14/2008; (2) To consider and approve the Board of Directors' report on the Company's Operating Results for the year ending December 31, 2008 and the Annual Report for the year 2008; (3) To consider and approve the Balance Sheet and Profit and Loss Statements for the fiscal period ending December 31, 2008; (4) To consider and approve the non-issuance of the declaration of dividend payment for the year 2008; (5) To consider and approve the appointment of new directors in place of those retiring by rotation; (6) To consider and approve the fixing of the remuneration of directors and Audit Committee members for the year 2009; (7) To consider and approve the appointment of the Company's Auditor for the fiscal year 2009 and fixing of the auditor's remuneration; (8) To consider the decrease of the Company's registered capital and the amendment of Clause 4 of the Memorandum of Association; (9) To consider the transfer of the share premium to compensate for the Company's accumulated loss; and (10) Other business (if any). 9.2 The record date for determination of which shareholders are eligible to attend the Annual General Meeting of Shareholders is fixed on March 27, 2009 and the closing date of the Share Register Book is fixed on March 30, 2009. 10. Approval of the appointment of Mrs. Anilrat Nitisaroj as the new Company director to replace Mrs. Tasanee Charnvirakul effective March 12, 2009. 11. Approval of the grant of a loan in the amount of Baht 238,000,000 (Two Hundred Thirty-eight Million Baht only) to HTR Co., Ltd., the Company's subsidiary which engages in the business of real estate and residence, with the interest rate fixed at the Minimum Loan Rate of Siam Commercial Bank Public Company Limited minus 1% (MLR -1%). The loan period is five (5) years. HTR Co., Ltd. will use the said loan to purchase two (2) Projects of Condominiums, i.e., (1) La Vie En Rose Place Project, fifteen (15) units located at Sukhumvit 36, Bangkok from National Union Co., Ltd. and (2) Pineshore Project, twelve (12) units located at Jomthien Chonburi Province from PLM Enterprises Co., Ltd. The said transaction does not meet the requirements of a connected transaction according to the notification of the Stock Exchange of Thailand. The Company provides this information for your acknowledgment and dissemination to the public and other investors. Sincerely yours, Sino-Thai Engineering & Construction Public Company Limited (Mr. Vallop Rungkijvorasathien) President Company Secretary Office Telephone: 0 2260 1321 ext. 212, 305, 274 Facsimile : 0 2259 4427