1. The objectives include but are not limited to assistance to the BOD during supervision on:
   

   	The completeness and reliability of financial statements;
   	The conformity to laws and regulations; and
   	Qualification and independence of external auditors, and the function of internal auditing and the performance of external auditors.

   
   
2. The Audit Committee shall serve as a key coordinator among other directors, external auditors, and management. It shall also assist the BOD during execution, including providing independent review opinions for financial statements and securing the company with effective and efficient internal auditing.
   
   
3. The Audit Committee is entitled to carry out any investigation within its sole jurisdiction and unreservedly communicating with any employee, external auditor and invited external advisor.
   
   
4. Detailed description of the responsibilities and duties of the Audit Committee:
   

   	With prior approval from the general meeting of shareholders, directly evaluate and approve recruitment, retention, dismissal of external auditors; define remuneration and recruitment terms and conditions; handle any problem in connection with resign and dismissal of auditors; submit related reports and proposals to the BOD for final approval by the general meeting of shareholders after being forwarded by the BOD;
   	Supervise the act of external auditors, including solution to any disputes or disagreement between management and auditors in connection with financial statements—external auditors shall directly report to the Audit Committee;
   	Pre-approve all audit and non-audit service provided by external auditors; draw up and execute proper procedures and initiatives related to pre-approval; make judgment on whether the non-audit service provided by external auditors will impact the independence of external auditors; constantly inspect and supervise the objectivity of external auditors and the effectiveness of audit procedures in accordance with applicable standards—The Audit Committee shall, at its sole discretion, report to the BOD on any necessary act and issue to be taken or improved and give suggestions on practical improvements.
   	Supervise section chief of internal audit section responsible for internal audit and be entitled to approve for appointment and dismissal of management; be entitled to examination approval; coordinate cooperation between internal and external auditors; ensure sufficient resources for operation of internal audit and the proper position of internal auditors; inspect and supervise the effective execution of internal audit.
   	The internal audit section shall submit an annual report to the Audit Committee on the assessment of the previous year's internal audit and the plan for next year's internal audit, and the Audit Committee shall review the report submitted by the internal audit section and report to the BOD with proper comments.
   	Inspect the financial audit, internal audit and risk management system; review and evaluation of the description of internal audit system prior to submission to the BOD for approval.
   	Prepare for wrongful act: warnings on hidden wrongful act possibly performed by employee during financial statements, internal audit and other aspect—the Audit Committee shall have advance arrangements enabling the company to carry out fair and independent investigation and take proper action thereof.
   	Inspect and evaluate financial and accounting policies and practice; hold regular meetings with management and section chief of internal audit for a face-to-face discussion on any relevant problem, including but not limited to major financial, audit and internal control issues; record and submit memo to the BOD with proper comments.
   	Regularly report to the BOD about issues within its sole jurisdiction, including decisions and proposals; assess other issues to the concern of the BOD.

Terms of Reference

Detailed description of the responsibilities and duties of the Remuneration Committee:

1. Define and amend the standards for evaluation of directors, supervisors and senior managers according to the actual operation and development.
2. Draw up and review remuneration policies and plans for directors, supervisors and senior managers, including but not limited to performance evaluation standards, procedures and major appraisal system, systems of rewards and penalties.
3. Supervise the execution of remuneration system.
4. Regularly report to the BOD about issues within its sole jurisdiction, including decisions and proposals; assess other issues of concern to the BOD.

Terms of Reference

1. to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
2. to identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of, individuals nominated for directorships;
3. to assess the independence of independent non-executive directors;
4. to make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive;
5. to determine the policy, procedures and criteria for the nomination of directors;
6. to do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and
7. to conform any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by the Listing Rules or applicable law.

Terms of Reference

1. to develop and review the Company's policies and practices on corporate governance and make recommendations to the Board;
2. to review and monitor the training and continuous professional development of directors and senior management;
3. to review and monitor the Company's policies and practices on compliance with legal and regulatory requirements;
4. to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors;
5. to review the Company's compliance with the Code and disclosure in the Corporate Governance Report;
6. to do any such things to enable the Committee to discharge its powers and functions conferred on it by the Board; and
7. to conform any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by the Listing Rules or applicable law.

Terms of Reference