AUDIT COMMITTEE AND INDEPENDENT DIRECTORS REPORT

Dear Shareholders,

As provided by the requirements and guidelines of the Stock Exchange of
Thailand (SET), and outlined in the Best Practice Guidelines for the
Audit Committee, Tongkah Harbour Public Company Limited (the “Company”)
has an established Audit Committee to ensure the company’s compliance
with generally accepted accounting principles and regulations. In the
year 2004, the Audit Committee met on 4 (four) occasions to effectively
and responsibly carry out duties as further outlines in the Corporate
Governance Statement Section.

The Audit Committee comprises three independent directors, appointed by
the Board of Directors, that have appropriate experiences in accounting
and financial maters. As independent directors, Audit Committee Members
do not hold any management position, are not employees of the company,
and do not represent any major shareholders. If necessary, the Committee
may also seek external advice from independent professional advisors. A
qualified accountant acts as the Internal Auditor and a registered
lawyer as Secretary to the Audit Committee.

The financial statements for the year ended 31 December 2004 were
prepared by Management and audited externally by the appointed auditing
firm of BDO Richfield Limited. Upon review of these financial statements
and other activities of the Company for the year 2004, the Audit
Committee hereby submits its findings as follows:

1.  The Company’s accounting policies were in accordance with generally
    accepted accounting principles and regulatory requirements.

2.  Reports and interim consolidated financial statements (inclusive of
    previously implemented connected transactions with related companies
    or parties) were also in accordance with generally accepted
    accounting principles and regulatory requirements. The Company
    obtained necessary credit facilities at cost with no additional
    expenses charged by the related parties in any transaction. All
    funds obtained have been used exclusively by the Company and its
    controlled entities.

3.  All private placement exercises undertaken by the Company to
    independent investors were undertaken in accordance with the
    resolution of the Annual General Meeting of the Shareholders No.
    10/2004 held on 26 April 2004. the procedures employed were in
    compliance with the requirements of the SET, the Securities and
    Exchange Commission (SEC), and all other governmental agencies
    involved.

4.  The Company’s Employee Stock Option Plan (as approved by shareholder
    resolution at the Annual General Meeting of the Shareholders No.
    8/2002 held 29 April 2002) was properly implemented and in
    compliance with regulatory requirements.

5.  The Audit Committee is satisfied that here is an ongoing process of
    identification, evaluation, and management of risks faced by the
    Company as internal audit and control systems are continuously
    monitored.

The Audit Committee recommended to the Board of Director that Mr. Anurak
Lelapiyamit and/or Mr. Boonsri Techavarutama of the firm BDO Richfield
Limited, be nominated to the shareholders for appointment as the Company
auditor (s) for another term at the next Annual General Meeting of the
Company.