26 March 1999
                                    ANNUAL FINANCIAL STATEMENTS
                                    FINANCIAL STATEMENTS AND AUDITORS' REPORT                                                                          
                                  SINO-THAI ENGINEERING AND CONSTRUCTION PUBLIC COMPANY LIMITED                                                                
                                                         AND SUBSIDIARIES                                                                                      
                                                     DECEMBER 31, 1998 AND 1997                                                                                  
                                                 Auditors' Report                                                                                      
       To the Shareholders of Sino-Thai Engineering and Construction Public Company Limited:
               We have audited the consolidated balance sheet of Sino-Thai Engineering and Construction 
       Public Company Limited and subsidiaries as at December 31, 1998, and the related consolidated statements of 
       income, changes in shareholders' equity deficit, retained earnings (deficit) and cash flows for the year then ended and 
       the separate financial statements of Sino-Thai Engineering and Construction Public Company Limited for the year 
       then ended. The Company's management are responsible for the correctness and completeness of information 
       presented in these financial statements.   Our responsibility is to report on these financial statements based on our 
       audit.
               We conducted our audit in accordance with generally accepted auditing standards. Those 
       standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 
       statements are free of material misstatement.  An audit includes examining , on a test basis, evidence supporting the 
       amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used 
               and significant estimates made by management,  as well as evaluating the overall financial 
       statement presentation. We believe that our audit provides a reasonable basis for our report.
               For the year ended December 31, 1998, the Company's current liabilities exceeded current assets 
       amounting to approximately Baht 2,918.02 million and total liabilities exceeded total assets amounting to 
       approximately Baht 468.76 million. The Company has default the loan contract due to the unability to maintain the 
       financial ratio. Accordingly ,the lender may has a right to call in debts immediately. At present, the Company is 
       negotiating the restructure of its loans. The operations of the Company have been affected and may continue to be 
       influenced for the foreseeable future by the economic conditions in Thailand and the Asia Pacific Region in general. 
       These factors will probably cause a doubt that the Company will have a problem to continue as a going concern. The 
       financial statements are prepared in accordance with generally accepted accounting principles and on a going 
       concern basis, therefore, it does not include any adjustment relating to recoverability and classification of recorded 
       assets amount or the amounts and classification of liabilities that may be necessary should the Company be unable to 
       continue in existence.
               The financial statement of Sino-Thai Resources Development Public Company Limited and Siam 
       Dimension Stone Company Limited which are included in the consolidated financial statements for the year ended 
       December 31, 1998, were audited by ourselves in our report dated February 18, 1999, we do not express about the 
       entity's ability to continue as a going concern.
               Because of the results of the uncertainty of the Company to continue as a going concern as 
       described in the third and fourth paragraphs, which might have a significant effect on the financial position, results of 
       operations and cash flows, we do not express an opinion on the financial statements of Sino-Thai Engineering and 
       Construction Public Company Limited and subsidiaries and the separate financial statements of Sino-Thai 
       Engineering and Construction Public Company Limited for the year ended December 31,1998.
               The financial statements of Sino-Thai Engineering and Construction Public Company Linited and 
       subsidiaries and the separate financial statements of Sino-Thai Engineering and Construction Public Company 
       Limited for the year ended December 31, 1997, shown for comparative purposes, were audited by ourselves. In our 
       audit report dated February 20, 1998 we express a qualified opinion on those financial statements except for the 
       effects on the financial statement the Company has not set up a provision for such accounts receivable amounting to 
       approximately Baht 513.27 million and subject to the effects of any adjustment on the financial statement had we 
       been able to audit, the financial statements of the subsidiary and associated companies, as might have been required 
       had the outcome of the uncertainty about the Company's ability to continue as a going concern.  Presently, Those 
       uncertainties are still existing.
        
                                                                             Nirand  Lilamethwat
                                                                             Certified Public Accountant
                                                                             Registration Number 2316
       KPMG Audit (Thailand) Limited
       Bangkok, February 22, 1999
       The accompanying financial statements are not intended to present the financial position and results of operations 
       and cash flows in accordance with accounting principles and practices generally accepted in countries and 
       jurisdictions other than Thailand.  The standards, procedures and practices to audit such financial statements are 
       those generally accepted and applied in Thailand.
                                   SINO-THAI ENGINEERING AND CONSTRUCTION PUBLIC COMPANY LIMITED AND SUBSIDIARIES                                    
                                                  BALANCE SHEETS AS AT DECEMBER 31, 1998 AND 1997                                                   
               
(Amounts in Baht)                                                        CONSOLIDATED                            THE COMPANY    
ASSETS                                                             1998                1997                1998                1997  
CURRENT ASSETS                                                                                                                       
    Cash in hand and at banks (Notes 4 and 6)           878,822,655.94       43,409,119.04      855,637,819.99       42,400,691.97  
    Short-term  investment                                                                                                          
        Notes receivable - financial institutes           2,014,909.24       41,620,763.07                   -                   -  
        Investment in listed securities (Note 4)        120,467,345.94      105,053,376.13      120,462,785.94      104,975,076.13  
            Total Short-Term Investment                 122,482,255.18      146,674,139.20      120,462,785.94      104,975,076.13  
    Accounts receivable - net (Notes 4 and 7)         1,205,268,193.61    2,231,412,185.27    1,080,614,979.59    2,118,012,934.61  
    Due from related parties - net  (Notes 4 and 5)      67,420,200.54       65,896,147.37       76,108,451.68       56,824,627.15  
    Short-term loans to related parties (Note 5.4)       33,363,792.69                   -      198,534,192.69                   -  
    Retentions receivable - net (Notes 4 and 8)         300,493,956.76      195,845,490.89      296,418,682.36      192,054,295.56  
    Inventories - net  (Notes 4 and 9)                  221,230,222.18      310,199,138.19                   -                   -  
    Other current assets - net (Notes 4 and 10)                                                                                     
        Advances to suppliers                            42,813,872.37       32,807,033.69       42,813,872.37       32,807,033.69  
        Withholding corporate tax                       129,053,933.10                   -      128,870,481.49                   -  
        Others                                           47,252,604.77       64,198,917.78       34,822,974.65       29,030,510.87  
            Total Other Current Assets                  219,120,410.24       97,005,951.47      206,507,328.51       61,837,544.56  
            Total Current Assets                      3,048,201,687.14    3,090,442,171.43    2,834,284,240.76    2,576,105,169.98  
INVESTMENTS AND LOANS (Notes 4 and 5)                                                                                                
    Joint ventures                                        7,837,461.49      670,000,000.00        7,837,461.49      670,000,000.00  
   Related parties                                      325,352,262.80      512,988,653.78      441,642,425.94      631,025,820.41  
   Other parties                                        272,508,923.00      366,169,867.38      238,308,923.00      297,619,840.53  
             Total Investments and Loans                605,698,647.29    1,549,158,521.16      687,788,810.43    1,598,645,660.94  
EXCESS OF COST OVER BOOK VALUE OF INVESTMENT (Note 2)     72,766,885.98       83,406,336.66                   -                   -  
PROPERTY, PLANT AND EQUIPMENT - NET                                                                                                  
    (Notes 4 and 11)                                  1,809,243,534.29    1,917,884,560.86    1,449,292,745.93    1,512,806,493.34  
OTHER ASSETS - NET (Notes 4 and 12)                                                                                                  
  Loans and advances to directors and employees          14,422,872.35       24,302,691.41       10,192,138.81       15,716,305.33  
  Condominiums                                           93,624,699.81      113,286,331.09       93,624,699.81      113,286,331.09  
  Advance payments on condominiums                                   -       53,944,655.45                   -       53,944,655.45  
  Withholding corporate tax                             285,756,757.44      283,718,076.60      283,010,523.94      283,718,076.60  
  Others                                                 71,545,610.78       75,320,919.49       45,410,517.76       40,763,177.39  
             Total Other Assets                         465,349,940.38      550,572,674.04      432,237,880.32      507,428,545.86  
                                                                                                                                    
               
               
               
               
               
               
               
               
               
           Total Assets                               6,001,260,695.08    7,191,464,264.15    5,403,603,677.44    6,194,985,870.12  
                                                                                                       
               
               
               
               
                        _________________________________            _________________________________                
                                   Director                                        Director                
               
See notes to financial statements                
               
                                   SINO-THAI ENGINEERING AND CONSTRUCTION PUBLIC COMPANY LIMITED AND SUBSIDIARIES                                    
                                                  BALANCE SHEETS AS AT DECEMBER 31, 1998 AND 1997                                                   
               
(Amounts in Baht)                                                                    CONSOLIDATED                                 THE COMPANY  
LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIT                                  1998                  1997                  1998                  1997  
CURRENT LIABILITIES                                                                                                                                   
  Bank overdrafts and loans from                                                                                                                     
      financial institutes (Note 4)                                956,126,178.37      1,295,109,272.50        812,805,744.11        900,203,021.55  
  Accounts payable                                               1,141,761,462.00      1,304,030,818.04      1,043,810,772.01      1,160,465,489.07  
  Due to related parties (Note 5)                                    4,161,936.26         39,827,920.37          5,318,731.51         53,241,676.65  
  Current portion of long-term loans (Note 14)                                  -          9,750,000.00                     -                     -  
  Current portion of hire purchase creditors                        23,232,578.52         22,619,120.68         23,232,578.52         22,619,120.68  
  Long-term loans in default (Note 14)                           3,282,650,000.00                     -      3,135,650,000.00                     -  
  Advance received on contracts                                    317,162,098.48        557,993,996.15        315,245,591.89        448,053,771.04  
  Other current liabilities                                                                                                                          
     Accrued interest payable                                      248,102,876.75         73,810,339.67        225,283,713.65         73,810,339.67  
     Deferred value added tax                                       69,586,451.91        101,568,759.43         66,290,927.55        101,568,759.43  
     Provision for contingent cost                                  71,289,018.81         30,742,202.00         64,370,930.47         30,742,202.00  
     Others                                                         71,014,525.86         58,193,378.77         60,296,130.88         46,064,983.45  
           Total Other Current Liabilities                         459,992,873.33        264,314,679.87        416,241,702.55        252,186,284.55  
           Total Current Liabilities                             6,185,087,126.96      3,493,645,807.61      5,752,305,120.59      2,836,769,363.54  
PROVISION FOR VALUATION OF                                                                                                                            
   INVESTMENT (Note 13)                                                         -         31,931,326.25                     -                     -  
LONG-TERM LOANS (Note 14)                                                        -      4,149,510,000.00                     -      4,042,260,000.00  
OTHER LIABILITIES                                                                                                                                     
     Allowance for decline in investment                            74,574,412.09         38,886,726.85         74,574,412.09         38,886,726.85  
     Hire purchase creditors                                        41,892,889.40         65,125,467.92         41,892,889.40         65,125,467.92  
     Others                                                          3,094,229.60          3,283,617.60          3,592,979.60          3,283,617.60  
           Total Other Liabilities                                 119,561,531.09        107,295,812.37        120,060,281.09        107,295,812.37  
           Total Liabilities                                     6,304,648,658.05      7,782,382,946.23      5,872,365,401.68      6,986,325,175.91  
EXCESS OF BOOK VALUE OVER COST                                                                                                                        
   OF INVESTMENT (Note 2)                                                       -         53,495,381.37                     -         53,495,381.37  
MINORITY INTERESTS                                                   71,927,710.23        106,974,572.67                     -                     -  
SHAREHOLDERS' EQUITY DEFICIT                                                                                                                          
  Share capital, Baht 10 par value                                                                                                                   
     Authorized shares capital                                                                                                                       
        Preference shares 7,000,000 shares                          70,000,000.00         70,000,000.00         70,000,000.00         70,000,000.00  
        Ordinary shares 68,000,000 shares                          680,000,000.00        680,000,000.00        680,000,000.00        680,000,000.00  
     Issued and fully paid                                                                                                                           
        Preference shares 7,000,000 shares                          70,000,000.00         70,000,000.00         70,000,000.00         70,000,000.00  
        Ordinary shares 23,000,000 shares                          230,000,000.00        230,000,000.00        230,000,000.00        230,000,000.00  
  Paid-in capital                                                                                                                                    
        Premium on share capital                                   486,000,000.00        486,000,000.00        486,000,000.00        486,000,000.00  
        Surplus on revaluation                                     929,173,784.53        929,173,784.53        834,565,471.57        834,565,471.57  
  Retained earnings (Deficit)                                                                                                                        
     Appropriated - legal reserve                                   56,163,648.79         56,163,648.79         48,565,466.52         48,565,466.52  
     Unappropriated                                             (1,890,898,995.30)    (2,264,928,114.52)    (1,883,300,813.03)    (2,257,329,932.25) 
  Loss on non-current  marketable securities (Note 4)             (255,754,111.22)      (257,797,954.92)      (254,591,849.30)      (256,635,693.00) 
           Total Shareholders' Equity Deficit                     (375,315,673.20)      (751,388,636.12)      (468,761,724.24)      (844,834,687.16) 
           Total Liabilities and Shareholders' Equity Deficit    6,001,260,695.08      7,191,464,264.15      5,403,603,677.44      6,194,985,870.12  
                                                                                                                                                     
               
               
               
               
                                _________________________________            _________________________________                
                                             Director            Director                
               
See notes to financial statements                
               
                                   SINO-THAI ENGINEERING AND CONSTRUCTION PUBLIC COMPANY LIMITED AND SUBSIDIARIES                                    
                                                               STATEMENTS OF INCOME                                                                
                                                   FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997                                                    
               
(Amounts in Baht)                                                        CONSOLIDATED                             THE COMPANY 
                                                                 1998                  1997                1998                  1997  
REVENUES (Notes 4 and 5.6)                                                                                                              
  Revenues from construction and sales               5,063,753,612.07      6,093,920,428.15    4,595,765,884.17      5,474,879,437.84  
  Other income                                                                                                                         
     Gain on exchange rate                           1,024,930,182.00                     -      954,865,249.66                     -  
     Excess of book value over cost of investment                                                                                      
        written off (Note 15)                           53,495,381.37          6,883,074.40       53,495,381.37          6,883,074.40  
     Others                                            179,468,977.75         79,406,456.82      167,748,587.58         55,709,707.78  
           Total Revenues                            6,321,648,153.19      6,180,209,959.37    5,771,875,102.78      5,537,472,220.02  
EXPENSES (Notes 4 and 5)                                                                                                                
  Costs of construction and cost of sales            4,716,328,551.94      5,478,104,668.80    4,345,441,181.42      4,942,969,114.33  
  Selling and administrative expenses                  332,270,532.64        611,188,435.39      261,244,430.81        340,644,275.34  
  Doubtful accounts                                    344,015,037.18         12,988,990.31      323,248,923.78          8,759,818.14  
  Company 's share of loss from its investments in                                                                                     
     subsidiaries and associated companies                                                                                             
    and joint ventures                                 106,770,878.99         89,254,669.90        5,453,430.78        345,631,777.75  
  Loss on current marketable securities                 97,536,194.37        364,235,480.51       94,536,194.37        364,235,480.51  
  Directors' remuneration                                  599,500.00          2,630,000.00          480,000.00          2,440,000.00  
  Interest expense                                     415,099,304.92        411,983,523.38      375,948,195.60        379,168,566.04  
           Total Expenses                            6,012,620,000.04      6,970,385,768.29    5,406,352,356.76      6,383,849,032.11  
Net income (loss) before minority interests                                                                                             
   and income tax                                      309,028,153.15       (790,175,808.92)     365,522,746.02       (846,376,812.09) 
Minority interests in subsidiaries' net loss              8,247,909.54         64,662,665.14                   -                     -  
Net income (loss) before income tax and loss on                                                                                         
  currency exchange under managed float system         317,276,062.69       (725,513,143.78)     365,522,746.02       (846,376,812.09) 
Income tax                                                           -                     -                   -                     -  
Net income (loss) before loss on currency                                                                                               
  exchange under managed float system                  317,276,062.69       (725,513,143.78)     365,522,746.02       (846,376,812.09) 
Loss on currency exchange under managed                                                                                                 
   float system (Notes 4 and 16)                                    -     (2,094,604,600.59)                  -     (1,917,349,186.86) 
Extraordinary items : Gain of debts                                                                                                     
    restructuring (Note 17)                             56,753,056.53         56,391,745.42        8,506,373.20                     -  
Net income (loss)                                       374,029,119.22     (2,763,725,998.95)     374,029,119.22     (2,763,725,998.95) 
Earnings (Loss) per share (Baht) (Note 4)                                                                                               
  Net income (loss) before loss on currency                                                                                            
     exchange under managed float system                        10.58                (24.18)              12.18                (28.21) 
  Loss on currency exchange under                                                                                                      
      managed float system                                          -                (69.82)                  -                (63.91) 
  Extraordinary items : Gain of debts restructuring              1.89                  1.88                0.29                     -  
  Net income (loss)                                             12.47                (92.12)              12.47                (92.12) 
                                                                                                                                       
See notes to financial statements                
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