Symbol: CNT
Headline: Request to moving from REHAB CO
Time: 10 Sep 2004 17:08:00

    
                                    (Translation)

Ref. : MGT/SET/007/2004

                                                    2 September 2004

Subject:   Request for eliminating the cause to be delisted and return to former sector

To     :   The President
           The Stock Exchange of Thailand

With reference to the notification of The Stock Exchange of Thailand (SET) dated 19 
November 1996 that Christiani & Nielsen (Thai) PCL, a listed company, during the 
implementation of the Rehabilitation Plan would be placed under "REHABCO". C N Advisory 
Co., Ltd. as the Plan Administrator (the Planner) of the Company would like to inform 
that the implementation of the Plan to rectify the financial and operation problems is 
now completed according to "Adjustment to Guidelines Dealing with Listed Companies 
under the REHABCO Sector" dated 30 April 2004.  Details are listed below:

1.      Shareholders' Equity as of 30 June 2004 amounted to 762.86 Million Baht
        According to Christiani & Nielsen (Thai) PCL and its subsidiaries' financial 
statement for the six-month period ended 30 June 2004 Shareholder's Equity amounted 
to 762.86 Million Baht.

2.      Net Income from Operation during the past year
        From 3rd quarter 2003 to 2nd quarter 2004, the Company has consecutively 
shown net income from operations totalling 137.36 Million Baht.  The adjusted net 
income from operations for the Company and its subsidiaries' financial statement 
audited and reviewed by the Auditor are as follows:

                                                                                                                                                     Unit : Thousand Baht
 
Statement of Earnings              Quarterly operating results for the past year      Total Operating Results     Remarks
                                 (information from audited and reviewed financial        for the past year
                                             statements by the Auditor)
 
                                        3rd Q.     4th Q.      1st Q.      2nd Q.     Total   Adjusted Total
                                        2003       2003        2004        2004 
REVENUE
   Construction income                 770,462   1,032,811   1,062,052   1,039,959   3,905,284   3,905,284
   Gain from sales of                            
investments in subsidiaries and         
associated companies                   480,849          0            0       2,227     483,076           0          (1)

   Reversal of provision for loss 
from diminution in value of 
investment and assets                  295,318     36,628            0           0     331,946           0          (2)
   Bad debt recovery and 
reversal of allowance for 
doubtful accounts                       4,087       3,250        4,807      26,810      38,954      38,954
Other income
   Interest Income                          0       2,730            0       1,000       3,730           0          (3)
   Gain from Exchange Rates            14,951     (14,951)         144           0         144           0          (3)
   Others                               7,467      (1,361)       3,155       4,510      13,771       2,160          (4)

   Total Other Income                  22,418     (13,582)       3,299       5,510      17,645       2,160
Total Revenues                      1,573,134   1,059,107    1,070,158   1,074,506   4,776,905   3,946,398

EXPENSES
   Costs of construction              732,436     939,412    1,018,612     985,985   3,676,445   3,676,445          (5)
   Administrative expenses             37,050      36,942       30,802      30,801     135,595     129,704          (6)
   Loss on exchange                         0     (15,809)           0         794     (15,015)          0
   Depreciation                         2,555       2,811        3,015       3,598      11,979      11,979          (7) 
   Doubtful accounts                   12,020      (2,376)           0           0       9,644           0
   Director's remuneration              1,020       1,020        1,020       1,020       4,080       4,080 

Total Expenses                        785,081     962,000    1,053,449   1,022,198   3,822,728   3,822,208

Earnings before exceptional 
items, interest expenses, tax, 
results of discontinued 
operation units and 
extraordinary item                    788,053      97,107       16,709       52,308     954,177    124,190
EXCEPTIONAL ITEM
   Provision from loss on 
guarantees and other liabilities            0    (112,000)           0            0    (112,000)         0          (8)

Earnings before interest 
expense, tax, results of 
discontinued operation units 
and extraordinary item                788,053     (14,893)      16,709       52,308      842,177     124,190
   Interest Expenses                   (3,695)      2,708         (351)         (71)      (1,409)     (1,409)
   Corporate income tax                17,447        (948)        (745)      (1,175)      14,579      14,579

Earnings before results of 
discontinued operation units      
and extraordinary item                801,805      (13,133)      15,613       51,062      855,347     137,360
   Results of discontinued 
operation units                        (4,197)     138,938      170,254         (416)     304,579           0       (9)

Earnings before extraordinary 
item                                   797,608     125,805      185,867        50,646   1,159,926      137,360
EXTRAORDINARY ITEM
   Gain from debt restructuring              0     803,415            0             0     803,415            0      (10)

Net Earnings for the period            797,608     929,220      185,867        50,646   1,963,341       137,360


         The adjustments to Statement of Earnings during the past year to reflect 
         the net operating income from core business are as follows:

         Remark (1)     
         Gain from Sales of Investment in Subsidiaries and Associated Companies of 483.076 
         Million Baht is excluded from the calculation since it was the proceeds from the 
         sale of investment in subsidiaries and associated companies which are in accordance 
         with the Capital Restructuring in the Rehabilitation Plan which was approved by the 
         Central Bankruptcy Court.

         Remark (2)     
         Reversal of Provision for loss from diminution in value of investment and assets of 
         331.946 Million Baht is excluded from the calculation since the transactions were:

         (2).1  Reversal of Provision for loss from diminution in value of assets of Harmony 
                Property Group Limited.  The provision was set up by the Group in 1999.  However, 
                during 2003 the Company was able to negotiate the sale of the project of Harmony 
                Property Group Limited at a higher price than the book value.  The Company has 
                therefore reversed the unnecessary provision amount from the accounts.

         (2).2  During the year 2003, ownership of land previously mortgaged with a commercial 
                bank to secure credit facilities of the previous owner of the land, was transferred 
                to a subsidiary, CNT Holding Co., Ltd.  The subsidiary subsequently transferred 
                the ownership of this plot of land to settle debt it had with the Company at the 
                appraised value of approximately 40 Million Baht.  As a result, the subsidiary 
                reversed the excess of provision for loss previously set up in the accounts.

         Remark (3)     
         Interest Income of 3.73 Million Baht is excluded from the calculation since 
         the interest was earned from deposits at banks and financial institutions.   
         Income from Exchange Rates of 0.144 Million Baht is excluded from the  calculation 
         since the income was from the Translation Adjustment of the loans from and to 
         the Company and its subsidiaries denominated in Thai Baht at the exchange rates 
         ruling on the period of accounts ended.

         Remark (4)     
         Other Income of 13.771 Million Baht included the dividend from investment in 
         Associated Company of 2.16 Million Baht, and this is included in the calculation.

         Remark (5)     
         Administrative Expenses during the past year were 135.595 Million Baht.  The 
         Company has excluded the expenses for implementing the Rehabilitation Plan 
         consisting of fees related to the petition to The Central Bankruptcy Court, 
         fees for legal advisor, financial advisor and other related expenses totalling 
         5.891 Million Baht.  The net administrative expenses included in the calculation 
         are 129.704 Million Baht.

         Remark (6)     
         Loss from exchange rates of (15.015) Million Baht is excluded.  The loss was from 
         the translation adjustment of investments in subsidiaries and associated companies 
         in foreign countries translated to Thai Baht.  However, the Group has mostly sold 
         the investments and believes that the loss from exchange rates will no longer have 
         a significant impact on the Company's financial statements.

         Remark (7)     
         Doubtful Accounts of 9.644 Million Baht is excluded.   The provision was not provided 
         for the debt from construction activities but debt from lending to and borrowing from 
         the subsidiaries and associated companies.

         Remark (8)     
         Reserve for potential loss of 112 Million Baht from guarantee obligations is excluded.   
         In Quarter 4th of year 2003 the Company reserved for a potential loss from obligations 
         and other liabilities, which included The Creditor Group 8 (Guarantee Note Creditors 
         for loan to related company) / The Creditor Group 9 (Guarantee Note Creditors) / The 
         Creditor Group 11 (Revenue Department) / and The Creditor Group 12 (Other Creditors) 
         who submitted claims according to the Plan.  The Company has reserved a potential loss 
         of 112 Million Baht estimated at the rate of 3 percent of obligations and payable claims.  
         The Management believes that such reserve will cover losses and that no other significant 
         liabilities will be incurred.

         Remark (9)     
         Results of discontinued operation units of 304.579 Million Baht is excluded.

         Remark (10)    
         Gain from debt restructuring of 803.415 Million Baht is excluded.  The gain is from 
         settlement of the debt with the Group of Creditors according to the Plan.
        
                 
3.      The Company has successfully implemented the majority part of debt restructuring 
according to the Plan and reserved the allowance for possible loss from guarantees 
and other liabilities amounting to 112 Million Baht estimated from the claims.  Apart from 
this, during the past year the Company settled all debts to Creditors in the Plan.  

During the year 2002, the Company, as a parent company who provides guarantees to 
the subsidiaries, received claims from creditors of its subsidiaries for the repayment 
of loans and guarantees totalling approximately 1,429 Million Baht.  Under the situation 
and financial status of the Company at that time, which still had significant deficit 
and capital deficit, the Company was not capable of repaying such liabilities.  The 
Company therefore, on 31 May 2002, lodged a petition for rehabilitation of its business 
with the Central Bankruptcy Court and the Court, on 8 July 2002, ordered the rehabilitation 
of the Company's business in accordance with the Bankruptcy Act and appointed CN Advisory 
Co., Ltd. as Planner.

Following the Court's order for the rehabilitation of the Company's business the Company, 
on 15 January 2003, proposed its rehabilitation plan to the creditors and the plan was 
approved by the majority of its concerned trade and financial institution creditors on 
18 February 2003 and subsequently agreed by the Central Bankruptcy Court on 2 May 2003, 
and which appointed CN Advisory Co., Ltd. as the Plan Administrator.  The Rehabilitation 
Plan of the company consisted of Capital Restructuring, Group Restructuring and Debt 
Restructuring.


The Capital Restructuring comprised the decrease and increase of the Company's capital 
according to the Plan.

The Group Restructuring comprised the disposal of the Company's investment or projects 
or closure of dormant subsidiaries or subsidiaries with operating loss in accordance with 
the Plan.

The Debt Restructuring, according to the Plan, consisted of 12 Groups of Creditors 
with total claims of 10,945 Million Baht.  The Company has completely settled the debt 
to each group of creditors which are significant to the Plan.  The outstanding debt 
to be settled as of 30 June 2004 are Creditors Group 6 (Trade Creditors) totalling 9.80 
Million Baht and Creditors Group 7 (Lending Creditors from related companies) totalling 
5.15 Million Baht.  Moreover, the Company has reserved for potential debt from guarantees 
and other liabilities for Creditor Groups 8, 9, 11 and 12 totalling 112 Million Baht. The 
company will pay to such creditors the reserved amount after the Official Receiver or 
the Court has issued a final decision on the claims.  The reserve of 112 Million Baht 
was estimated at the rate of maximum loss which may incur.

4.      The solid ground of financial status and operating result of the Company according to 
the continuity of its business.

Considering the information below, the Company's financial status and operating result is 
on solid ground according to the continuity of its business:

4.1     The Company has successfully implemented its Capital Restructuring, Debt Restructuring 
        and Group Restructuring according to the Plan which has resulted in a strong financial 
        position for the following reasons:

        (a)     The Capital Restructuring consisted of a decrease in capital to compensate 
        retained losses by the transfer of the legal reserve for the premium of par value, 
        and a capital increase by existing shareholders.  As of 30 June 2004 registered 
        capital amounted to 312.02 Million Baht and Shareholders' Equity amounted to 762.86 
        Million Baht, compared to the deficit of Shareholders' Equity or the retained losses of 
        762.80 Million at year ended 2003. With the new registered capital and shareholders' 
        equity, the Company has more chance to bid for construction projects of both government 
        and business enterprises who consider a registered capital and positive shareholders' 
        equity as part of bidder's prequalification.  Moreover, the Company's liquidity has 
        improved i.e. as of 30 June 2004 the liquidity ratio of the Company is 1.23 compared 
        to the ratio of 0.62 and 1.17 at year ended 2002 and 2003 respectively.  The Company's 
        cash and cash equivalent as of 30 June 2004 was 424.84 compared to 130.83 Million Baht 
        and 375.60 Million Baht at year ended 2002 and 2003 respectively.

       (b)     As a result of the successful Debt Restructuring the Company's total 
       liabilities as of 30 June 2004 decreased to 1,502.20 Million Baht (compared to 
       2,627.71 Million Baht at year ended 2002 and 1,546.44 Million Baht at year ended 2003). 
       Liabilities with interest payment, including overdraft and short-term borrowing, 
       amounted to 11.62 Million Baht (compared to 303.46 Million Baht at year ended 2002 
       and 74.85 Million Baht at year ended 2003).  The long-term liabilities were nil as of 
       30 June 2004 (compared to long-term liabilities for debentures amounting to 232.58 
       Million Baht at year ended 2002).  Total liabilities as of 30 June 2004 amounted to 
       1,502.20 Million Baht mainly from normal business activities, comprising trade creditors 
       and accrued construction costs amounting to 757.45 Million Baht, advances from customers 
       amounting to 170.11 Million Baht, estimated expenses for construction projects amounting 
       to 218.36 Million Baht and provision for expenses amounting to 155.01 Million Baht.

       The reduction of liabilities resulted in the reduction of interest expenses.  The debt 
       to equity ratio as of 30 June 2004 was 1.97:1, which is better than the ratio of 3:1 
       at the year ended 2003 and the deficit at the year ended 2002.

       (c)     The successful Group Restructuring, comprising the disposal of investments 
       or projects or the closure of dormant subsidiaries or subsidiaries with operating loss, 
       resulted in the Company operating its remaining current core business of construction 
       in Thailand.  The Group structure as of 30 June 2004 was as follows:

          Companies                 Type of business   % of shareholdings   Paid up capital   Investment Value
                                                                             (Million Baht)     Equity method
                                                                                                (Million Baht)

Investments in Subsidiaries
   Christiani & Nielsen Construction 
   (Thai) Co., Ltd.                    Construction            100.00               1.00            (30.36)
   CNT Holdings Co., Ltd.                Holding               100.00           2,600.00            349.17
   CN Advisory Co., Ltd.            Plan Administrator         100.00               1.00              1.38

Investment in Associated Companies
   International Machinery Supplies    Construction             31.94              17.50                0
  Co., Ltd.                          Equipment Trading  

Investment in Joint-Venture
   Nawarat, Italian-thai, Christiani 
   and A.S. Joint Venture             Construction              25.00               8.00             12.77


4.2     The Company has expanded its operation by continuing to bid for many projects, 
        which resulted in an increase in construction income.  Income for the year 2003 
        was 3,332.24 Million Baht which is an increase of 45.65% from 2,287.80 Million 
        Baht in the year 2002.  For the six-month period of the year 2004 the construction 
        income was 2.102.01 Million Baht, an increase of 37.48% from 1,528.96 Million Baht 
        in the same period of year 2003.   Due to the severe competition in construction 
        business and the increase of raw material, the gross profit margin on construction 
        income was reduced to 4.63% compared to 8.93% and 5.45% for the same period in the 
        year 2002 and 2003, respectively.   

        However, the Company was able to control and continually reduce the Administrative 
        Expenses.  The ratio for Administrative Expenses to Total Revenue was reduced from 
        5.76% in year 2002, 4.01% in year 2003 and 2.87% for the six-month period of year 2004.

4.3     With lower interest expenses, the positive trend of construction business and the 
        ability to generate more income from construction activities together with the 
        efficient control of administrative expenses, the Company can foresee its strong and 
        solid foundation in the future.

4.4     The Company is a well-known construction contractor for many years and has completed 
        many projects for both government and business enterprises since 1933.  It has 
        experience and expertise in construction of infrastructure, building and marine 
        engineering.  As of 30 June 2004 there were 39 construction contracts in progress 
        valued at 5,935 Million Baht with a remaining backlog of 1,807 Million Baht, which 
        will be gradually realized in the latter part of year 2004 until year 2005.

4.5     As of 30 June 2004, 19 projects were being bid, amounting to 4,978 Million Baht.  The 
        bidding includes both government and business enterprises.  The Company has already 
        been awarded 6 projects totalling 895 Million Baht and expects a further 6 projects 
        totalling 3,500 Million Baht to be awarded.

5.      Silent Period

        According to the Silent Period stipulated by The Stock Exchange of Thailand (SET), this 
prohibits company's strategic shareholders to sell their shares within the period of time and 
in the proportion specified by SET.  Below are the list of 22 strategic shareholders with a total 
of 285,987,763 shares or 91.65% of paid-up capital:

       Strategic Shareholders          Total Number    Total Number of Shares     % of paid-up capital
                                                                                     (Common Stock) 
1. Government, state enterprises 
   and government agencies                   0                       0                       0
2. Directors, managers, or persons 
with managerial authority including 
concerned persons  and those who 
have relationship with the Company          17                9,866,974                    3.16
3. Shareholders that hold more 
than 5% including concerned persons          5              276,120,789                   88.49

4. Shareholders that have agreements 
not to sell their shares within 
specific time.                               0                        0                       0

TOTAL                                       22              285,987,763                   91.65

       With the successful implementation of the Plan to rectify the financial and 
operation problems now completed according to "Adjustment to Guidelines Dealing with 
Listed Companies under the REHABCO Sector" dated 30 April 2004, the Company hereby 
requests SET to consider and allow the Company's securities to be traded, as normal, 
under the regular sector.


                                          Yours faithfully,

                                           - Signatures -

                           (Mr. Saranthorn Chutima) / (Mr. Danuch Yontararak)
                                   C N Advisory Company Limited
                                     As Plan Administrator of
                           Christiani & Nielsen (Thai) Public Company Limited