REMUNERATION COMMITTEE - TERMS OF REFERENCE

The Remuneration Committee is a specialized organization established under the board of directors of the Company (the “Board”) which is primarily responsible for the formulation appraisal standards and conducting appraisals for directors and senior management; developing and reviewing the company's remuneration policies and proposals for directors and senior management of the Board.

1.       Membership

1.1   The Remuneration Committee shall comprise of five members of which three  members shall be independent non-executive directors.

1.2  The Remuneration Committee shall have a Chairman to be acted by the an independent non-executive director of the Company.

1.3  The members of the Remuneration Committee (including the Chairman) shall be nominated by the Chairman of the Board, or by more than half of the independent non-executive directors, or by more than one third of the Board of Directors and shall be appointed by the Board.

1.4  The tenure of the members of the Remuneration Committee shall be limited to his/her tenure of being a director of the Company and can be re-elected upon its expiry of the term of appointment.   In the event that the number of members of the Remuneration Committee fall below the number of members as stipulated in 1.1 above, the Board shall make up the number of members in accordance with the requirement within three months from the date of the shortfall.

1.5  The Remuneration Committee shall have a Secretary to be appointed by the Board.

2.     Meetings

2.1   The Remuneration Committee shall meet at least once a year.

2.2   Notice of any meetings has to be given at least 14 days prior to any such meeting being held, unless all Members unanimously waive such notice.  Irrespective of the length of notice being given, attendance of a meeting by a Member shall be deemed waiver of the requisite length of notice by the Member.     Notice    of any adjourned meetings is not required if adjournment is for less than 14 days.

2.3   The The quorum of a meeting of the Nomination Committee shall be a majority of members.

2.4   Meetings  could  be  held  in  person,  by  telephone  or  by  video  conference.  Members may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

2.5   A  resolution  in  writing  signed  by  all  the  Members  of  the  Remuneration Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.

2.6   Resolutions of the Remuneration Committee at any meetings shall be passed by a majority of votes of the Members present.

2.7   Minutes shall be kept by the secretary of the Remuneration Committee.      Draft and  final  versions  of  minutes  shall  be  circulated  to  all  Members  for  their comment and records within a reasonable period of time after the meeting. Such minutes shall be open for Directors' inspection.

3.       Attendance at Meetings

3.1  At the invitation of the Remuneration Committee, the Chairman of the Board and/or Chief Executive Officer, external advisers and other persons may be invited to attend all or part of any meetings.

3.2   Only  Members  of  the  Remuneration  Committee  are  entitled  to  vote  at  the meetings.

4.       Annual General Meeting

4.1 The Chairman of the Remuneration Committee or another Member of the Remuneration Committee shall attend the Company's Annual General Meeting and be prepared to respond to shareholders' questions on the Remuneration Committee's activities and their responsibilities.

5.1   to make recommendations to the Board on the Company's policy and structure for all Directors and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;

5.2   to make recommendations to the Board with reference to the Board’s corporate goals and objectives on the remuneration packages of individual executive directors and senior management including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;

5.3   to make recommendations to the Board on the remuneration of non-executive Directors;

5.4 to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;

5.5   to review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and it is otherwise fair and not excessive;

5.6   to  review  and  approve  compensation  arrangements  relating  to  dismissal  or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and

5.7   to ensure that no Director or any of his associates is involved in deciding his own remuneration.

6.       Reporting Responsibilities

6.1   The Remuneration Committee shall report to the Board when appropriate.