NOT TO PAY DIVIDEND

Sino-Thai Engineering & Construction Plc (STECON) revealed board of directors had resolved at its meeting No.1/1997 held on March 26, 1997 as follows: 1.To acknowledge company's operate result ended December 31, 1996 2.To propose shareholder meeting to reappoint following directors attaining their former posts:Mrs.Tassanee Chanvirakul, Mr.Udomsak Chakriyawanich and Mr.Songkram Chiwaprawatdamrong 3.To approve balance sheet and profit/loss account ended Dec 31, 1996 4.To approve not to pay dividend for 1996 period caused by insufficient profits 5.To appoint Mr.Nirand Leelamethawat auditor No.2316 and/or Mr.Supoj Singsane No.2826, from KPMG Pete Marveric Co., Ltd., as company's auditor 6.To determine directors' salary 7.As CD holders had made redemption on their overall CDs worth US$80 million on December 16, 1996, board would propose shareholder meeting to rescind 6 million common shares reserved for CD conversion. 8.To amend company's regulation Clause 11. as follows: Clause 11. Companya' stock is allowed to be transferred without restriction, exept that transfer causes shareholding of foreign invest to exceed 30% of paid-up capital. 9.To convene for ordinary general shareholder meeting No.4/1997 on April 30, 1997 (1.00pm) at Pailin Room Amari Atrium Hotel New Petchburi Rd. , Huaykwang, BKK and close registration book on April 10, 1996 at noon until the meeting ends. Agenda issues: 1) Certify the minutes approved by ordinary general shareholders' 3/1996 meeting held on April 30, 1996 2) Consider board's report on 1996 operate output 3) Approve balance sheet and profit/loss account ended December 31, 1996 4) Ratify profit allocation and no dividend payment 5) Appoint new directors succeeding those whose terms were terminated and set their salary 6) Appoint auditor and fix auditing fee 7) Cancel 6 million common shares reserved for CD conversion 8) Amend company's regulation Clause 11. 9) Other (If any)