AUDIT COMMITTEE AND INDEPENDENT DIRECTORS’ REPORT

Dear Shareholders,

The Audit Committee assists the Board of Directors of Tongkah Harbour
Public Company Limited in carrying out its responsibilities in relation
to financial reporting requirements to ensure that these meet SET and
other pertinent government standards and regulations; risk management;
and the assessment of internal controls. The Audit Committee also
reviews the effectiveness of the Company’s internal audit function and
manages the Company’s relationship with the External Auditors.

The Audit Committee is composed of three independent directors appointed
by the Board: Mr. Nickane Sucharitaves[1] as Chairman, Mr. Krittapas
Kanikanant[2] and Mr. Nopadon Mantajit[3]. All members have appropriate
experiences in accounting and financial matters or otherwise in
technical fields pertinent to the company’s operations. 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. A qualified accountant acts as the Internal Auditor and a
qualified commercial lawyer acts as Secretary to the Audit Committee.

In year 2009, the Audit Committee held five formal meetings to
effectively and responsibly carry out its duties. Each of these formal
meetings was preceded by a working group meeting to discuss and thresh
out relevant matters affecting financial disclosures in the interim and
annual financial reports, risk management and internal control. By
invitation of the Chairman of the Audit Committee, the Chief Executive
and his immediate executive officers, the Accounting and Treasury
Finance Officers, the in-house legal department and the internal auditor
also attended both the working group and formal Audit Committee
meetings. The External Auditors also attended all five formal meetings
and some of the working group meetings.

The Audit Committee has discussed and agreed with the opinion of the
External Auditors on two major areas affecting the company’s operations,
namely:

1.  In 2008, the Audit Committee cited advances made as potential
    investment in foreign mining ventures as not in compliance with good
    internal control. Adequate disclosure of this transaction has been
    made in the financial statements. In 2009, the Audit Committee and
    External Auditor mutually agreed with the decision that loss from
    impairment of these advances should be recognized in the financial
    statements.

2.  In 2009, the Audit Committee and the External Auditor mutually
    recognized that the increased negative working capital and rising
    net losses of the Tongkah Group of Companies have been caused to a
    large extent by external factors, which if not resolved, would
    threaten the companies’ continued operations. Foremost of these
    external factors are: delay in government approval for export of
    copper concentrates that bear a substantial amount of the projected
    gold production, substantial delay in obtaining government approval
    of new mining licenses, and substantial government fees and
    royalties that have exceeded those prevailing at the commencement of
    the concession agreement.

The financial statements for the year ended 31 December 2009 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 2009, the
Audit Committee concurred with the findings.

The planned additional activity of the Audit Committee for 2010 will be
to enhance the Internal Audit activities by monitoring the development a
formal internal audit program that will effectively review internal
controls, safeguard assets and enhance risk management in key areas of
the companies’ operations. As necessary, outside independent consultants
may be hired for this purpose.

The Audit Committee reviewed and monitored the independence of the
external auditors and the objectivity and effectiveness of the audit
process and recommended to the Board the reappointment of Professor
Kesaree Narongdej and/or Mrs.Natsarak Sarochanunjeen and/or Mr.Chaiyuth
Angsuwithaya of the firm of A.M.T. & Associates, as the Company
auditor(s) to conduct the audit of financial statements for the year
ended December 31, 2010, for approval by the shareholders at the next
Annual General Meeting of the Company.

[] Mr. Nickane Sucharitaves

  Independent Director and Chairman of the Audit Committee,

  Bangkok: 8 March 2010

[1] Mr. Nickane Sucharitaves, an incumbent Independent Director and
Audit Committee Member, was appointed as Chairman of the Audit Committee
by resolution of the Board on 21 April 2009. He replaced Mr. Kriang
Kiatfuengfoo who resigned on March 5, 2009.

[2] Mr. Krittapas Kanikanant was appointed as Independent Director and
Audit Committee Member by resolution of the Board on 21 April 2009. He
replaced Mr. Umyos Huvanandana who resigned on 25 March 2009.

[3] Mr. Nopadon Mantajit, an incumbent Independent Director was
appointed as Audit Committee Member by resolution of the Board on 21
April 2009.