AUDIT COMMITTEE AND INDEPENDENT DIRECTOR’S REPORT

Dear Shareholders,

  The Board of Directors of Tongkah Harbour Public Company Limited is
  committed to support the practice of good corporate governance. Thus,
  the company’s Board of Directors appointed the Audit Committee to be
  an important tool in helping lessen the burden of the Board of
  Directors in governing the Company’s operations by ensuring accurate,
  transparent, and high quality management. Additionally, the Board is
  committed to delivering trustworthy financial reporting, ensuring that
  information disclosed in the financial statements are accurate and
  benefiting the investors and shareholders. In compliance with the
  SET’s regulations and to allow the Audit Committee to carry out their
  duty as assigned by the Board of Directors.

  The Audit Committee comprises three independent directors, Mr.Kriang
  Kiatfuengfoo as Chairman, Mr.Umyos Huvanandana and Mr.Nickane
  Sucharitaves, was appointed by the Board of Directors. All members
  have appropriate experiences in accounting and financial matters. As
  independent directors, Audit Committee Members do not hold any
  management positions, 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 secretary to the
  Audit Committee.

  In year 2008, the Audit Committee met on five occasions to effectively
  and responsibly carry out it’s duties as further outlined in the
  Corporate Governance Statement Section. The Audit Committee held four
  meetings with the external auditor, the internal auditor and the
  management to review the consolidated and company financial
  statements, and one meeting with internal auditor and the management
  to assess the company’s internal control and risk management and
  review gold mine operation and property development of subsidiary. The
  Audit Committee is of the opinion that the company’s operations have
  been appropriates and has found no significant weaknesses in its
  conduct of business except for advance for investment in foreign gold
  mine, that the managements had arranged partial payments before the
  Board of Directors approval with option to invest upon reviewing the
  report by independent consulting engineers and scientists. After due
  diligence, the Board of Directors considered and decided to withdraw
  from equity participation investment and the sums extended would be
  recalled with interest as agreed. The Audit Committee considered that
  transaction was not compliance with good internal control but the
  management proceed to do what it did in good faith and with care to
  preserve the interest of the company and had clearly and fully
  disclosed the afterwards information. The management felt that
  investment in another gold mine might be led as contingency in case
  that the local gold mine faced difficulties.

  The financial statements for the year ended 31 December 2008 were
  prepared by the management and audited externally by the appointed
  auditing firm of A.M.T. & Associates. Upon review of these financial
  statements and other activities of the company for the year 2008, the
  Audit Committee concurred with the findings.

  Focus for 2009 will be to continue the risk management process of the
  company, set up risk management committee and start implementing risk
  governance process. At the same time the company will continue to
  strive for improvement of the internal control system with the aim to
  cut down redundant work procedure, to boost efficiency and to identify
  weaknesses in the system and implementation of solution to eliminate
  them.

  The Audit Committee recommended to the Board of Director that
  Professor Kesaree Narongdej and/or Mrs.Natsarak Sarochanunjeen and/or
  Mr.Chaiyuth Angsuwithaya of the firm A.M.T. & Associates, be nominated
  to the shareholders to reappoint as the Company auditor(s) to conduct
  the audit of financial statements for the year ended December 31, 2009
  at the next Annual General Meeting of the Company.

[]

  Mr. Kriang Kiatfuengfoo

  Independent Director and Chairman of the Audit Committee,

  Bangkok: 2 March 2009

Note: Mr. Somsak Potisat was resigned from Independent Director and
Audit Committee Member effective on March 1, 2008.

  Mr. Umyos Huvanandana was appointed as an Independent Director and
  Audit Committee Member by resolution of the Board on February 25,
  2008.

  Mrs. Arida Vidhayananda was resigned from Audit Committee Member to
  Non Audit Committee Member with effective on August 5, 2008.

  Mr. Nickane Sucharitaves was appointed as an Independent Director and
  Audit Committee Member by resolution of the Board on November 11,
  2008.