Date 4 October 2010 Re: Amendment to Tender Offer Form of Sino-Thai Resources Development Public Company Limited by Mr. Ummarit Klomchitcharoen and Mr. Phiphat Ratchakitprakarn To: Shareholders Sino-Thai Resources Development Public Company Limited CC: 1. Managing Director Sino-Thai Resources Development Public Company Limited 2. Secretary General The office of the Securities and Exchange Commission As Mr. Ummarit Klomchitcharoen and Mr. Phiphat Ratchakitprakarn (the “Offerors”) have jointly made a Tender Offer of Sino-Thai Resources Development Public Company Limited (“STRD”) and have already submitted the Tender Offer Form at 20 September 2010, the Offerors would like to amend some parts in Tender Offer Form as follows: 1. Amend the statement in Part 1, Clause 12, Source of funds to finance the Tender Offer and Part 2, Clause 5.2, Source of funds to finance the Tender Offer Cancel the existing statements: “The number of the remaining shares that the Offerors offer to purchase in the tender offers is 14,784,465 shares, representing 73.92 percent. With the Offer Price at THB 1.50 per share, the Offerors require to use the total fund of THB 22,176,697.50 to settle with the Offeree, in case that all shareholders accept the Offer. The source of funds for the tender offer will come from the Offerors’ internal source of funds. Since Mr. Phiphat Ratchakitprakarn will be acting as a fund supporter for Mr. Ummarit Klomchitcharoen in the tender offer, he has presented a certificate of bank deposits issued by Bangkok Bank Public Company Limited dated 7 September 2010, stating a balance of THB 25,010,000 (Details are given in Attachment A). The Offerors will use this fund to purchase ordinary shares and NonVoting Depository Receipts (NVDRs) from all existing shareholders of the Company. I V Global Securities Public Company Limited, in the capacity of the Tender Offer Preparer, has reviewed the Offerors’ source of funds and considered that the Offerors have sufficient funds for the purpose of the tender offer.” Page1From10 And use the following statements instead: “The number of the remaining shares that the Offerors offer to purchase in the tender offers is 14,784,465 shares, representing 73.92 percent. With the Offer Price at THB 1.50 per share, the Offerors will require funds totaling THB 22,176,697.50 to settle with the Offeree, in the event that all shareholders accept the Offer. The source of funds for the tender offer will come from the Offerors’ internal source of funds. Since Mr. Phiphat Ratchakitprakarn a financial supporter for Mr. Ummarit Klomchitcharoen in the tender offer, he has presented a certificate of bank deposits issued by Bangkok Bank Public Company Limited dated 7 September 2010, stating a balance of THB 25,010,000 (Details are given in Attachment A). The Offerors will use this fund to purchase ordinary shares and Non-Voting Depository Receipts (NVDRs) from all existing shareholders of the Company. Even though the joint venture agreement between Mr. Ummarit Klomchitcharoen and Mr. Phiphat Ratchakitprakarn states that after this Tender Offer, Mr. Phiphat Ratchakitprakarn will hold no more than 35 percent of the Company’s paid-up capital but Mr. Phiphat Ratchakitprakarn will all the use of the funds stated above for settlement of shares to the Offerees and determine the final share holding between Mr. Ummarit Klomchitcharoen and himself later on. I V Global Securities Public Company Limited, in the capacity of the Tender Offer Preparer, has reviewed the Offerors’ source of funds and considered that the Offerors have sufficient funds for the purpose of the tender offer.” 2. Add the statement in Part 2, Clause 1.2.1.1, page 6, the details are as following: “Mr. Ummarit Klomchitcharoen graduated with a bachelor degree of Business Administration and Marketing from Assumption University.” 3. Add the statement in Part 2, Clause 1.2.1.2, page 7, the details are as following: “Mr. Phiphat Ratchakitprakarn graduated with a bachelor degree of Political Science from Ramkhamhaeng University. Mr. Phiphat Ratchakitprakarn is an investor who is interested in investing in businesses that should generate good returns such as the business restructuring plan of Mr. Ummarit Klomchitcharoen. Mr. Phiphat Ratchakitprakarn and Mr. Ummarit Klomchitcharoen knew each othe through business contacts and Mr. Phiphat Ratchakitprakarn is willing to subsidize for this Tender Offer,” 4. Amend the statement in Part 2, Clause 5.4, Page 11, the details are as following: Cancel the existing statements: “5.4 Other necessary information - None -” Page2From10 And use the following statements instead: “5.4 Other necessary information If the Extra Ordinary General Meeting of Shareholders No. 1/2010 held on 19 November 2010 does not approve the investment in a Satellite Television Business by acquiring the right to manage and/or produce television program and/or conduct a co-production agreement with a co-producer of television programs for 8 satellite television channels for 10 years from M V Television (Thailand) Company Limited, which is not a related person, the Offerors still continue to seek the business relating to media and entertainment with potential including a satellite TV business as a major business of the Company in order that the Company’s securities shall return trading in main board again. Presently the Offerors do not have any studies in other business other than satellite TV business,” 5. Amend the statement in Part 3, Clause 1.3.1, Page 14, the details are as following: Cancel the existing statements: “1.3.1. List of the Company’s major shareholders as at 9 April 2010 No. Name of the Shareholders No. of shares 1/ 1 Mrs. Suladda Assawaprayukkul 5,481,000 2 Mr. Kitti CheewaKittikul 2/ 4,277,700 3 Mrs. Kanjana Mana-thumpaiboon3/ 4,200,000 4 Miss Pattama Patchaisomboon 918,900 5 Mr. Sorawich Boonbandit 766,000 6 Mr. Somphon Trakulrung 691,435 7 Mr. Chuankid Charoenwitworakul 556,952 8 Mr. Sattra Jetwarapong 505,235 9 Miss Manaporn Jirasing 484,100 10 Mr. Punn Kasemsub 180,000 11 Other shareholders 1,938,678 Total 20,000,000 %* 27.41 21.39 21.00 4.59 3.83 3.46 2.78 2.53 2.42 0.90 9.69 100.00 Source: Thailand Securities Depository Co., Ltd Remarks: * The proportion of shares held per the Company’s issued and paid up shares capital and voting rights 1/ According to Form 246-2 posted on www.sec.or.th on 23 December 2009, Mrs. Suladda reported that she had sold 2,000,000 shares. 2/ According to Form 246-2 posted on www.sec.or.th on 23 December 2009, Mr. Kitti reported that he had sold 1,200,000 shares. 3/ According to Form 246-2 posted on www.sec.or.th on 9 September 2009, Mrs. Kanjana reported that she had sold 800,000 shares. Later on the Offerors bought the Company’s shares of 5,215,535 shares on 8 September 2010. Therefore, the shareholding structure has already changed from table above. By adjusting the list of shareholders Page3From10 dated 9 April 2010 with the Offerors’ share purchase and with remarks 1/ - 3/ of the table above, the current shareholder structure is estimated to be as the following No. Name of the Shareholders No. of shares %* 1 Mr. Ummarit Klomchitcharoen 5,215,535 26.08 2 Mrs. Suladda Assawaprayukkul 3,481,000 17.41 3 Mr. Kitti CheewaKittikul 3,077,700 15.39 4 Miss Pattama Patchaisomboon 918,900 4.59 5 Mr. Sorawich Boonbandit 766,000 3.83 6 Mr. Chuankid Charoenwitworakul 556,952 2.78 7 Other shareholders 5,983,913 29.06 Total 20,000,000 100.00 Remarks: * The proportion of shares held per the Company’s issued and paid up shares capital and voting rights” And use the following statements instead: “1.3.1. List of the Company’s major shareholders as at 15 September 2010 No. Name of the Shareholders No. of shares 1 Mr. Ummarit Klomchitcharoen 5,215,535 2 Mrs. Suladda Assawaprayukkul 3,481,000 3 Mr. Kitti CheewaKittikul 3,077,700 4 Miss Pattama Patchaisomboon 918,900 5 Miss Thanaphat Thummarith 800,000 6 Mr. Chaiyuth Chansuthikanok 800,000 7 Mr. Teerayuth Hrianchaiyuth 800,000 8 Mr. Thanawat Sakulsombath 800,000 9 Mr. Sorawich Boonbandit 766,000 10 Mr. Chuankid Charoenwitworakul 556,952 11 Other shareholders 2,783,913 Total 20,000,000 %* 26.08 17.41 15.39 4.59 4.00 4.00 4.00 4.00 3.83 2.78 13.92 100.00 Remarks: * The proportion of shares held per the Company’s issued and paid up shares capital and voting rights 1/ According to Form 246-2 posted on www.sec.or.th on 23 December 2009, Mrs. Suladda reported that she had sold 2,000,000 shares. Page4From10 6. Amend the statement in Part 3, Clause 1.3.2, Page 14, the details are as following: Cancel the existing statements: “After the Tender Offer, the Offeror will be holding more shares which are sold in the tendered offers, in addition to the number stated in 1.3.1.” And use the following statements instead: “After the Tender Offer, the Offeror will be holding more shares which are sold in the tendered offers, in addition to the number stated in 1.3.1. Mr. Ummarit Klomchitcharoen who is about to be an executive of the Satellite TV Business will hold more shares than Mr. Phiphat Ratchakitprakarn regardless of the Offerees.” 7. Add the statement in Part 3, Clause 1.4.1, Page 15, the details are as following: “Mr. Ummarit Klomchitcharoen is a director who is representing the major shareholders, the Offerors” 8. Amend the statement in Part 3, Clause 1.4.2, Page 15, the details are as following: Cancel the existing statements: “1.4.2 After the completion of the Tender Offer The Offerors are now in the process of determining the appropriate structure of the Company’s new Board of Directors. After the Tender Offer, there might be some changes in the Board of Directors to make it in line more with the new business as aforementioned. However, the new Board of Directors must comply with the law, rules and regulations of the SEC and the SET regarding the number of and the proportion of both the independent directors and the audit committee.” And use the following statements instead: “1.4.2 After the completion of the Tender Offer The Offerors are now in the process of determining the appropriate structure of the Company’s new Board of Directors. After the Tender Offer, there might be some changes in the Board of Directors to make it in line more with the new business as aforementioned. The Offerors will consider nominating representatives as director of the Company proportionate to their shareholdings (excluding the portion of independent director). However, the new Board of Directors must comply with the law, rules and regulations of the SEC and the SET regarding the number of and the proportion of both the independent directors and the audit committee.” Page5From10 9. Amend the statement in Part 3, Clause 2.2, Page 16, the details are as following: Cancel the existing statements: “2.2 Policies and plans of business operations Upon the completion of the tender offer, the Offerors have a policy to replace the existing core business of the Company with a new business that can generate a more sustainable income to the Company. Initially, it is now in the process of studying for the Company to acquire a media and entertainment business. Moreover, the Offerors may consider to literally divesting existing operating assets of the Company. In the execution of both the assets acquisition and disposition, the Offerors must comply with the SEC’s and the SET’s rules and regulation regarding the assets acquisition and disposition. If the transactions are considered as a connected transaction, the Offerors must also comply with rules and regulations concerning the connected transaction and backdoor listing, whichever are mandatory. Execution of the aforementioned plans may occur within the 12 months from the ending of this tender offer. Mr. Ummarit Klomchitcharoen proposed the business restructuring plan relating to the investment in Satellite TV Business totaling 8 stations to the Company and the Meeting of Board of Directors No. 7/2010 on 9 September 2010 (the date on which the Offerors submitted the statement of intention (Form 247-3) to the Office of the SEC) and the Meeting of Board of Directors resolved to approve the investment in Satellite TV Business by acquiring the right to manage and/or produce television program and/or conduct a co-production agreement with a co-producer of television programs for 8 satellite television channels for 10 years from M V Television (Thailand) Company Limited, which is not a related person, and then propose to the Extra Ordinary General Meeting of Shareholders No. 1/2010 held on 19 November 2010 in order to consider the approval (the information of the transaction is as disclosed by the Company to the ELCID system of the Stock Exchange of Thailand on 10 September 2010). Other than what have already been mentioned above, the Offerors have no plan to substantially change other policies, including the conditions of employment or dividend policy of the Company within the 12 months from the ending period of this tender offer.” And use the following statements instead: “2.2 Policies and plans of business operations Upon the completion of the tender offer, the Offerors have a policy to replace the existing core business of the Company with a new business that can generate a more sustainable income to the Company. Initially, it is now in the process of studying for the Company to acquire a media and entertainment business. Moreover, the Offerors may consider to literally divesting existing operating assets of the Company. In the execution of both the assets acquisition and disposition, the Offerors must comply with the SEC’s and the SET’s rules and regulation regarding the assets acquisition and disposition. If the transactions are considered as a connected transaction, the Offerors must also comply with rules and regulations concerning the connected transaction and backdoor listing, whichever are mandatory. Execution of the aforementioned plans may occur within the 12 months from the ending of this tender offer. Mr. Ummarit Klomchitcharoen proposed the business restructuring plan relating to the investment in Satellite TV Business totaling 8 stations to the Company and the Meeting of Board of Directors No. 7/2010 on 9 September 2010 Page6From10 (the date on which the Offerors submitted the statement of intention (Form 247-3) to the Office of the SEC) and the Meeting of Board of Directors resolved to approve the investment in Satellite TV Business by acquiring the right to manage and/or produce television program and/or conduct a co-production agreement with a co-producer of television programs for 8 satellite television channels for 10 years (the Company has a right to submit the letter of renewal for an additional 10 years with the pricing to be negotiated at a later date) from M V Television (Thailand) Company Limited belonging to the Thaveepvoradej Family, which are not related persons. In acquiring this Right, the Company has to pay 2 portions of compensation to M V Television Company Limited. The first portion is the right to manage and/or produce television program and/or conduct a co-production agreement with a co-producer of television programs for 8 satellite television channels for 10 years totaling THB 40 million and the Company will use internal cash flow of the Company expected to be enough for the settlement. In case that the source of funds is not enough, the Company will consider funding from the Offerors who are willing to provide loans in the amount of THB 10 million each, and not exceeding THB 20 million in total, with the fixed interest rate of 5 percent and a payment term within 1 year. The second portion is a monthly payment for THB 600,000 per station per month throughout the contract period. The Company will use the cash flow from operation of such business to pay for the monthly payment. The Board of Directors resolved to propose this agenda to the Extra Ordinary General Meeting of Shareholders No. 1/2010 held on 19 November 2010 in order to consider the approval (the information of the transaction is as disclosed by the Company to the ELCID system of the Stock Exchange of Thailand on 10 September 2010 including the later amendment). The Company has the intention to dispose of non-operating assets and is evaluating a proposal of the Buyer, which is not a related person to purchase the assets relating to the quarry, which is consistent with the policies of the Offerors to dispose of all existing non-related assets as soon as possible. The Offerors have already consented the Company to enter into the transaction and informed the Company on 21 September 2010. The Offerors shall not use this issue as an excuse for the cancellation of the Tender Offer. For the policy of the financial structure, if the meeting of shareholders resolved to approve the investment in satellite TV business and the Company does not have enough cash flow for the investment, the Company may borrow the money for the remaining amount from the Offerors with the credit limit not exceeding THB 20 million with the fixed interest rate of 5 percent per annum. In this case, the Company will have the accountability for the interest expense including the provision of shareholders loan. However, if the Company is able to dispose of the non-operating assets, the Company will have the additional cash flow for the investment in satellite TV business so that the Company does not have to borrow the money from the Offerors and the Offerors expect the credit line from the financial institution to remains the same. In addition, at this point in time, the Offerors have no plan about fund raising by issuing newly issued ordinary shares, however if it is necessary for the Company to raise fund by issuing newly issued ordinary shares, the Company has to comply with laws relating to the securities and exchange and rules, regulations and notification of the Securities and Exchange Commission and the Stock Exchange of Thailand. Page7From10 Other than what have already been mentioned above, the Offerors have no plan to substantially change other policies, including the conditions of employment or dividend policy of the Company within the 12 months from the ending period of this tender offer.” 10. Amend the statement in Part 3, Clause 2.3.2, Page 16, the details are as following: Cancel the existing statements: “2.3.2 After the Tender Offer From the Offerors’ plans in acquiring a new core business that may have some relationships with the Offerors and in disposing of the Company’s assets using in the existing core business that may have the existing shareholders as a counter party, there might be some substantial connected transactions occurring after the tender offer. However, the Company adhere the policy to treat any related transactions in the ordinary course of business and for the maximum benefits to the Company’s shareholders. Moreover, the Company’s audit committee and external auditors or independent experts will be asked to consider and to give an opinion on the fairness of the price and the appropriateness of the transaction for all material related transaction. The Company’s Board of Directors will ensure that all related transactions are in compliance with the Company’s rules and relevant laws and regulations, including all disclosure requirements.” And use the following statements instead: “2.3.2 After the Tender Offer According to the Company’s Board of Directors No. 7/2010 on 9 September 2010 that resolved to approve the investment in satellite TV totaling 8 stations as described in Part 3, Clause 2.2 and proposed this agenda for approval from the meeting of shareholders to held on 19 November 2010. If the meeting of shareholders approves this investment plan, it will result in the Company to be the counterparty with the co-producers totaling 8 stations, which will be operated by the Company instead of M V Television Company Limited. In any event, one of the co-producers, which will be a counterparty of the Company, is World Entertainment Network Company Limited, which is the co-producers of 3 out of 8 stations presently and has Mr. Ummarit Klomchitcharoen (one of the Offerors, presently Mr. Ummarit Klomchitcharoen is a director and major shareholder of the Company with the shares portion of 26.08 percent) as a director and a shareholder of such a company. In addition, to ensure that the Company will have enough source of funds for the transaction, both of the Offerors offered to subsidize the Company in the amount of THB 10 million for each person totaling THB 20 million, hence both transactions are the connected transactions between the Company and the Offerors. The signing of co-production agreements with World Entertainment Network Company Limited having the transaction size equals to THB 110.00 million or 181.28 percent of net total assets of the Company as per the consolidated financial statement as at 30 June 2010 and the receiving of financial support from the Offerors having the transaction size equals to THB 20 million or 32.96 of net total assets of the Company as per the Page8From10 consolidated financial statement as at 30 June 2010. Hence both transactions will be considered as the connected transaction with a material size requiring the Company to receive the approval form the meeting of shareholders before entering the transaction regarding the Notification of the Stock Exchange of Thailand No. Bor.Jor./Por. 22-01 Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets A.C. 2004. Hence, the shareholders must consider these 2 issues as that of the investment in satellite TV business. The Company will propose this agenda for the approval form the Extra Ordinary General Meeting of Shareholders No. 1/2010 on 19 November 2010 (the information of the transaction is as disclosed by the Company to the ELCID system of the Stock Exchange of Thailand on 10 September 2010 including the later amendment). If the meeting of shareholders resolved to approve this transaction, there might be some substantial connected transactions occurring after the tender offer from the Offerors’ plans consisting of an acquiring of a new core business, that may have some relationships with the Offerors and a receiving of financial support from the Offerors as described above. However, the Company adhere the policy to treat any related transactions in the ordinary course of business and for the maximum benefits to the Company’s shareholders. Moreover, the Company’s audit committee and external auditors or independent experts will be asked to consider and to give an opinion on the fairness of the price and the appropriateness of the transaction for all material related transaction. The Company’s Board of Directors will ensure that all related transactions are in compliance with the Company’s rules and relevant laws and regulations, including all disclosure requirements. 11. Amend the statement in Part 4, Clause 3.3, Page 20, the details are as following: Cancel the existing statements: “3.3 To deliver check via registered mail as per the address specified in the Tender Offer Acceptance Form The Tender Offer Agent will send the cheque by registered mail to the Offeree’s address as stated in the Tender Offer Acceptance Form.” And use the following statements instead: “3.3 -None-” Page9From10 To be informed The Offerors -Mr. Ummarit Klomchitcharoen(Mr. Ummarit Klomchitcharoen) -Mr. Phiphat Ratchakitprakarn(Mr. Phiphat Ratchakitprakarn) The Tender Offer Preparer - Sriporn Sudthipongse(Mrs. Sriporn Sudthipongse) President and CEO I V Global Securities Public Company Limited Page10From10