Audit Committee

Our audit committee consists of Jet Tsai, Yong-Song Tsai and Henry King. Any of the following matters shall require the consent of one-half or more of all audit committee members and then be submitted to our Board of Directors for resolution:

(i)  adoption of or amendment to an internal control system;

(ii) assessment of the effectiveness of the internal control system;

(iii) adoption of or amendment to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others;

(iv) any matter relating to the personal interest of the Directors;

(v)  a material asset or derivatives transaction;

(vi)  a material monetary loan, endorsement, or provision of guarantee;

(vii) the offering, issuance, or private placement of any equity-related securities;

(viii) the hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;

(ix) the appointment or discharge of a financial, accounting, or internal auditing officer;

(x) approval of annual and semi-annual financial reports;

(xi) any other matter so determined by the Company from time to time or required by any competent authority overseeing the Company.

Compensation Committee

Our compensation committee consists of Yong-Son Tsai, Henry King and Jet Tsai. Our compensation committee is responsible for, among other things:

(i)  adopting, reviewing and recommending to our board of directors with respect to policy, standard and structure of the performance assessment and compensation package of the directors, audit committee members and managers; 

(ii)   reviewing and recommending to our board of directors with respect to the compensation of our directors, audit committee members and managers.