F 24-1 Form to Report on Names of Members and Scope of Work of the Audit Committee The Board of Directors Meeting of BTS Group Holdings Public Company Limited No. 6/2010 held on July 29, 2010 resolved the meeting's resolutions in the following manners: Appointment of the audit committee : Chairman of the audit committee Member of the audit committee As follows: (1) Lt. Gen. Phisal Thepsithar Chairman of the audit committee (2) Mr. Suchin Wanglee Member of the audit committee (3) Mr. Charoen Wattanasin Member of the audit committee the appointment of which shall take an effect as of July 29, 2010 Determination/Change in the scope of duties and responsibilities of the audit committee with the following details: ................................................. ................................................. ................................................. ................................................. the determination/change of which shall take an effect as of (date) The audit committee is consisted of: 1. Chairman of the audit committee Lt. Gen. Phisal Thepsithar remaining term in office 3 year(s) 2. Member of the audit committee Mr. Suchin Wanglee remaining term in office 3 year(s) 3. Member of the audit committee Mr. Charoen Wattanasin remaining term in office 3 year(s) Secretary of the audit committee Mrs. Duangkamol Chaichanakajorn Enclosed hereto is 3 copies of the certificate and biography of the audit committee. The audit committee number(s) 1 has/have adequate expertise and experience to review creditability of the financial reports. 2 The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters: 1. To review the Company's financial reporting process to ensure that it is accurate and adequate; 2. To review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, to determine the internal audit unit's independence, as well as to approve the appointment, transfer and dismissal of the Head of the internal audit unit or any other unit in charge of internal audit; 3. To review the Company's compliance with the law on securities and exchange, the Stock Exchange's regulations and the laws relating to the Company's business; 4. To consider, select and nominate an independent person to be the Company's auditor and to propose such person's remuneration for the consideration of the Board of Directors, as well as to attend a non-management meeting with the auditor at least once a year; 5. To review the connected transactions, or the transactions that may lead to a conflict of interest,to ensure that they are in compliance with the law and the Stock Exchange's regulations, and are reasonable and for the maximum benefit of the Company; 6. To prepare and to disclose in the Company's annual report, the Audit Committee's report which must be signed by the Chairman of the Audit Committee and consist of at least the following information: (1) An opinion on the accuracy, completeness and accountability of the Company's financial report; (2) An opinion on the adequacy of the Company's internal control system; (3) An opinion on the compliance with the law on securities and exchange, the Stock Exchange's regulations and the laws relating to the Company's business; (4) An opinion on the suitability of the auditor; (5) An opinion on the transactions that may lead to a conflict of interest; (6) The number of the Audit Committee's meetings and the attendance at such meetings by each committee member; (7) An opinion or overview comment by the Audit Committee from its performance of duties in accordance with the charter; (8) Other transactions which should be known to the shareholders and general investors under the scope of duties and responsibilities assigned by the Company's Board of Directors. 7. To perform any other act as assigned by the Company's Board of Directors, with the approval of the Audit Committee. The company hereby certifies that 1. The qualifications of the aforementioned members meet all the requirements of the Stock Exchange of Thailand; and 2. The scope of duties and responsibilities of the audit committee as stated above meet all the requirements of the Stock Exchange of Thailand Signed Director ( Mr. Keeree Kanjanapas ) (Seal) Signed Director ( Mr. Kong Chi Keung )