REVIEW REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

To the Shareholders of
THAI ENGINE MANUFACTURING PUBLIC COMPANY LIMITED

1) I have reviewed the accompanying consolidated and Company balance sheets of THAI ENGINE MANUFACTURING PUBLIC COMPANY LIMITED and its subsidiary companies and of THAI ENGINE MANUFACTURING PUBLIC COMPANY LIMITED only as at June 30, 2004, the related consolidated and Company statements of income for the three-month period and six-month period ended on June 30, 2004, changes in shareholders’ equity and cash flows for the six-month period ended on June 30, 2004. These financial statements are the responsibility of the Company’s management as to their correctness and the completeness of the presentation. My responsibility is to issue a report on these financial statements based on my review. 

2) I conducted my review in accordance with the auditing standards applicable to review engagements. Those standards require that I plan and perform the review to obtain moderate assurance about whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of  the company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit in accordance with generally accepted auditing standards and, accordingly, I do not express an opinion.

3) As addressed in notes to financial statements Nos. 1.1 and 2, in the consolidated and Company financial statements, the Company and its subsidiary companies incurred accumulated deficit as at June 30, 2004 and December 31, 2003 in amount of Baht 6,694.59 million and Baht 6,696.22 million respectively, and current liabilities pursuant to the Company financial statements exceeded current assets by the amount of Baht 30.25 million and Baht 29.70 million respectively, and in the consolidated and Company financial statements, the total liabilities exceeded the total assets by the amount of Baht 6,694.59 million and Baht 6,696.22 million respectively, and all companies are operating  under the Company’s rehabilitation plan which has already been approved by the Central Bankrupcy Court.  The major steps of such plan related to the transfer of some assets and liabilities to a company set up for this special purpose to manage and sell the Company’s secondary assets. However, some important steps of the Company’s rehabilitation plan are being implemented and the result of such implementation has not been finalized at present. The ability of the Company and its subsidiaries to continue their businesses as going concerns depends on the success in reorganisation of the Company’s business in accordance with the rehabilitation plan.  Nevertheless, the financial statements under this report have been prepared on the going concern basis, presuming that sales or the realisation of assets and settlement of liabilities and obligations will occur in the ordinary course of the business of the Company and its subsidiaries without expectation of significant disruption to the ongoing normal activities.
 
4) Because the uncertainty as detailed in paragraph 3 might materiality affect the financial statements of THAI ENGINE MANUFACTURING PUBLIC COMPANY LIMITED and its subsidiaries and of THAI ENGINE MANUFACTURING PUBLIC COMPANY LIMITED, I cannot assure that such financial statements present fairly, in all material respect, in accordance with the generally accepted accounting principle base upon my review.

5) Another auditor in the same auditing firm had ever audited the consolidated and the Company financial statements for the year ended on December 31, 2003 of THAI ENGINE MANUFACTURING PUBLIC COMPANY LIMITED and its subsidiary companies with generally accepted auditing standards. The former auditor expressed a disclaim opinion, due to the problem of continued operation of the Company and its subsidiaries, in the report thereon dated February 2, 2004. The comparative consolidated and Company.  balance sheet as of December 31, 2003, presented herein for comparison, was an integral part of such financial statements  which were relatedly audited by other auditors and reported as such. 

6) Apart from this, the related consolidated and Company statements of income for the three-month and            six-month periods ended on June 30, 2003, changes in shareholders’ equity and cash flow for the six-month period ended on June 30, 2003 of THAI ENGINE MANUFACTURING PUBLIC COMPANY LIMITED and its subsidiary companies and of THAI ENGINE MANUFACTURING PUBLIC COMPANY LIMITED only which were presented for comparison were reviewed by another auditor in the same firm as shown in the report dated February 2, 2004 and reportedly not assured that such financial statements presented fairly, in all material respects, in accordance with generally accepted accounting principles.

SAM NAK- NGAN A.M.C. CO.,LTD.

	                                                                     (Miss Susan  Elamvanicha)
	                                                     Certified Public Accountant (Thailand) No. 4306
Bangkok, 
August 4, 2004