TO INFORM THE RESOLUTION OF THE BOARD NO.3/97

September 3, 1997 Subject: To inform the resolutions of the Board of Directors of S ino-Thai Engineering and Construction Public Company Limited (STE CON) To: Director and Manager Securities Exchange of Thailand The Board of Directors Meeting no. 3/1997 held on September 3, 1 997 between 4:00 to 5:00 p.m. has resolved in principle as follow s: 1. To approve the resolutions of the Board of Directors Meeting n o.2/1997. 2. To seek the shareholders approval for the acquisition of 7,938 ,995 ordinary shares of HTR Co., Ltd. at 22.00 Baht per share wit h the total investment of 174,657,890 Baht. This transaction is classified as a connected transaction since the sellers are major shareholders and the management of the Company detailed as follo ws: Mr. Chavarat Charnvirakul 634,999 shares Mrs. Tassanee Charnvirakul 26,999 shares Mr. Chavaporn Charnvirakul 26,999 shares C T Venture Co., Ltd. 6,999,999 shares Sino-Thai Development Co., Ltd. 249,999 shares 3. To seek the shareholders approval for the acquisition of 73-2- 17.8 rai land in Phuket Province with the total investment of 238 ,872,536 Baht. This transaction is classified as a connected tra nsaction as the seller is Thai Special Steel Co., Ltd. which Mr. Chavarat Charnvirakul has 99.99% stake. 4. To approve the closing date of share register book to reserve the right in attending the Extraordinary General Meeting of Share holders no.1/1997 on September 18, 1997 at 12:00 p.m. until the M eeting is ended. 5. To approve the date of the Extraordinary General Meeting of Sh areholders no.1/1997 on September 30, 1997 at 10.00 a.m. at Thant awan Room,Radisson Hotel Bangkok (92 Soi Sangjam, Rama IX Road, B angkapi, Huaykwang, Bangkok) which include the following agenda: a) To approve the resolutions of the Extraordinary General Meetin g of Shareholders no.1/1997 b) To approve the acquisition of 7,938,995 ordinary shares of HTR Co., Ltd. at 22.00 Baht per share with the total investment of 1 74,657,890 Baht. This transaction is classified as a connected t ransaction since the sellers are major shareholders and the manag ement of the Company detailed as follows: Mr. Chavarat Charnvirakul 634,999 shares Mrs. Tassanee Charnvirakul 26,999 shares Mr. Chavaporn Charnvirakul 26,999 shares C T Venture Co., Ltd. 6,999,999 shares Sino-thai Development Co., Ltd. 249,999 shares c) To approve the acquisition of 73-2-17.8 rai land in Phuket Pr ovince with the total investment of 238,872,536 Baht. This trans action is classified as a connected transaction as the seller is Thai Special Steel Co., Ltd. which Mr. Chavarat Charnvirakul has 99.99% stake. d) Others (if any). 1. To approve the assignment of Asset Plus Securities Company Li mited as an independent financial advisor and Agency for Real Est ate Affairs Company Limited as an independent appraisor Sincerely yours, (Mr.Woraphant Chontong) Director registered to the SET as being responsible for informati on disclosure