AUDIT COMMITTEE AND INDEPENDENT DIRECTOR’S 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 year
2005, the Audit Committee met on four occasions to effectively and
responsibly carry out duties as further outlined 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 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 a registered
lawyer as Secretary to the Audit Committee.

The financial statements for the year ended 31 December 2005 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 2005, the Audit
Committee hereby submits its findings as follows:

1. The Company’s accounting policies are 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. At Annual General Meeting of the Shareholders No. 11/2005 held on 4
March 2005, shareholders voted to approve the Company’s proposed capital
increase of baht 151,387,893 by issuing a new common share of
151,387,893 shares at Baht 1 par value, and allocated to the existing
shareholders at the ratio of 4 old shares for one new share. On 12 April
2005, the Company registered an increase of its paid-up shares with the
Ministry of Commerce from Baht 605,551,570 to Baht 756,939,463. The
procedures employed were in compliance with the requirements of the SET,
the Securities Exchange Commission (SEC), and all other Governmental
agencies involved.

4. The Company’s Employee Stock Option Plan (as approved by
shareholders’ 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.

The Audit Committee is satisfied that there 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 Professor
Kesaree Narongdej and/or Mrs. Natsarak Sarochanunjeen of the firm A.M.T.
& Associates, be nominated to the shareholders for appointment as the
Company auditor (s) for financial year ended December 31, 2006 at the
next Annual General Meeting of the Company.

_______________________________

Mr. Kriang Kiatfuengfoo

Independent Director and Chairman of the Audit Committee, Bangkok: 24
March 2006

Note: Changes in the Audit Committee in year 2005 consist of the
following:

-   Mr. Prakit Pradipasen resigned as Independent Director and Member &
    Chairman of the Audit Committee on 21 September 2005.

-   Mr. Chaleo Wanasawat resigned as Independent Director and Member of
    the Audit Committee on 26 August 2005.

-   Mr. Kriang Kiatfuengfoo appointed as Independent Director and Member
    & Chairman of the Audit Committee on 21 September 2005.

-   Mrs. Arida Vidhayananda appointed as Independent Director and Member
    of the Audit Committee on 28 September 2005.