THAI WAH PUBLIC COMPANY LIMITED
AND ITS SUBSIDIARY COMPANIES
REVIEW REPORT AND INTERIM FINANCIAL STATEMENTS
30 JUNE 2004 AND 2003

Review Report of Independent Auditor
To The Shareholders of
Thai Wah Public Company Limited
I have reviewed the accompanying consolidated balance sheet of Thai Wah Public Company Limited and its subsidiary companies as at 30 June 2004, and the related consolidated statements of earnings for the three-month and six-month periods ended 30 June 2004 and 2003, changes in shareholders’ equity and cash flows for the six-month periods ended 30 June 2004 and 2003, and the separate financial statements of Thai Wah Public Company Limited for the same periods.  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 reviews.  I did not review the financial statements as at 30 June 2004 and for the three-month and six-month periods then ended of Tay Ninh Tapioca Company Limited, an overseas subsidiary company, which are included in these consolidated financial statements.  The assets and revenues of this subsidiary company as included in the consolidated financial statements constitute 3.1 percent of consolidated total assets as at 30 June 2004 and 8.9 percent and 10.7 percent of the consolidated total revenues for the three-month and six-month periods then ended, respectively. In addition, the Company’s financial statements included investment in this subsidiary company as at 30 June 2004 of Baht 129.6 million, accounted for under the equity method, and share of loss from this subsidiary company for the three-month period then ended of Baht 2.1 million and share of profit from this subsidiary company for the six-month period then ended of Baht 10.2 million.  The financial statements of this subsidiary company were reviewed by another auditor whose report have been furnished to me, and my review, insofar as it relates to the amounts included for that subsidiary company in the consolidated financial statements and the Company’s financial statements, are based solely on the report of the other auditor.
I conducted my reviews in accordance with the auditing standard applicable to review engagements. This standard requires that I plan and perform the reviews to obtain moderate assurance as to whether the financial statements are free of material misstatement.  A review is limited primarily to inquires of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit.  I have not performed an audit and, accordingly, I do not express an audit opinion.

Based on my reviews and another auditor’s report, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles.
Without qualifying my opinion, I draw attention to the matter discussed in Note 1. The business rehabilitation plans of the Company and a subsidiary company have been accepted by the Central Bankruptcy Court. However, one creditor who is a contingent creditor of the Company and unsecured creditor of the subsidiary company has lodged appeals with the Court, opposing the plan of the Company. The Supreme Court has issued an order approving the business rehabilitation plan of the Company as approved by the Central Bankruptcy Court, for the subsidiary company, the Supreme Court abrogated the Central Bankruptcy Court’s order approving the plan as amended due to an error in the approval procedure of the amended plan and ordered to forward the petition to amend the plan dated 22 December 2000 to the creditor's meeting for consideration. Subsequently the planner has amended the plan of the subsidiary company. On 27 April 2004 the plan and its amendment was approved by a special resolution of a creditors’ meeting. However, on 21 June 2004 the Central Bankruptcy Court abrogated the plan of the subsidiary company and its amendment and ordered the termination of business rehabilitation of the subsidiary company. The subsidiary company is currently preparing an appeal to the Supreme Court. The significant points of the unaccepted plan and its amendment by the Central Bankruptcy Court are that the total restructured loans of the secured and unsecured creditors will be paid in full within 2013 and 2020 respectively, the interest rate of the secured debts will be reduced and there will be a decrease and an increase of registered capital with the right of debt to equity conversion by the secured creditors. At  present the Company is in the process of complying with the business rehabilitation plan as approved by the Central Bankruptcy Court on 30 June 2003 which has significant conditions that the restructured debts would be divided into five tranches, each with different sources of funds for repayment and different interest rates, which would be reduced with effect from 1 January 2003, and the period for loan repayment would be extended to 31 March 2011. This matter, together with the matters concerning the ability of the Company and subsidiary companies to operate in accordance with rehabilitation plans, the increment in working capital and the success of debt restructuring, indicate there are significant uncertainties, which could call into serious question the ability of the Company and its subsidiaries to continue as going concerns. Nevertheless, the accompanying financial statements have been prepared on the going concern basis, assuming that the realisation of assets and settlement of liabilities and obligations will occur in the ordinary course of business of the Company and its subsidiary companies, without any expectation of significant disruption to their ongoing activities.

I have previously audited the consolidated financial statements of Thai Wah Public Company Limited and its subsidiary companies including an overseas subsidiary company audited by other auditor, and the separate financial statements of Thai Wah Public Company Limited for the year ended 31 December 2003, in accordance with generally accepted auditing standards and expressed an unqualified opinion on those statements, but drew attention to the going concern issue under my report dated 26 February 2004.  The balance sheet as at 31 December 2003, as presented herein for comparative purposes, formed an integral part of the financial statements which I audited and reported on.  I have not performed any other audit procedures subsequent to the date of that report.

		Sophon Permsirivallop
		Certified Public Accountant (Thailand) No. 3182
Ernst & Young Office Limited
Bangkok: 9 August 2004