Nomination Committee

Objective
The major objective of the Committee is to regularly evaluate the structure of the Board and make recommendations to the board on any proposed change. The Committee is responsible to the board.

Members

1. The Committee comprises 3 directors of the Company (the “Directors”) who shall be appointed and removed by the Board. The committee membership will be terminated automatically in the case that any such committee members (the “Members”) cease his/her directorship and new Members will be appointed to fill the vacancy(ies) in order to fulfill the minimum number of member.
2. A majority of the Members should be independent non-executive directors.
3. The Committee shall include a Chairman and is officially appointed by the Board.

Secretary
Secretary of the Committee will be the Company Secretary of the Company unless otherwise appointed by the Committee.

Responsibilities

1. review the structure, size and composition (including the skills, knowledge and experience) of the board on a regular basis and make recommendations to the board regarding any proposed changes;
2. identify individuals suitably qualified to become board members and select or make recommendations to the board on the selection of, individuals nominated for directorships;
3. assess the independence of independent non-executive directors; and
4. make recommendations to the board on relevant matters relating to the appointment or re-appointment of directors and succession planning for directors in particular the chairman and the chief executive officer.

Meeting

1. Frequency
   The Committee is required to convene, at least once a year, a meeting either by way of physical attendance, conference call or video conferencing. The Committee may convene extraordinary meeting if considered necessary.
2. Notice of Meeting
   Unless otherwise agreed unanimously by all Members, the Secretary should issue notice in writing 7 days prior to the date of the meeting and have the related agenda of such meeting be circulated between all Members.
3. Quorum
   A simple majority of the Members constitute a quorum.
4. Methods of Meeting
   A meeting may be effectively convened either by way of physical attendance, conference call or video conferencing. Members may use telephone or other similar device which allow the participants of the meeting to communicate between each other and be deemed to be an attendee of the meeting. A resolution may be validly and effectively passed in writing with the unanimous agreement of all Members.
5. Resolutions
   Any resolution of the meeting is considered effectively passed by the agreement of the majority of all attending Members of the Company.
6. Invitation
   The Committee may invite the executive directors, external advisor and/or any other third parties to attend the meeting. However such executive directors, external advisor and/or any other third parties have no authority to vote in the meeting.
7. Minutes
   The Secretary should maintain a comprehensive record of all minutes of the Committee meetings and the said minutes should record all the consideration and resolution (including any hesitation and expressed opposition) of the Members during the minutes in details. The Secretary should deliver the draft minutes and its engrossment to all Members for approval and record respectively within reasonable time subsequent to the end of the meeting. The Secretary should also deliver the engrossed minutes to Board for their record.

Shareholders Meeting
Committee Chairman or other Members with its authorization should attend the annual general meeting and to answer the possible question in related to the Company’s remuneration policy, Committee’s activities and the Committee’s duties raised by the shareholders. Unless otherwise authorized by the Board, all attended Members of the Committee Members are subject to the confidentiality of the meeting and is not allowed to disclose any relevant information.

Duties to Report
Chairman of the Committee or any other Member being authorized to held the meeting should report to the Board after the end of every meeting.

Rights of Interpretation
The Board has the right of Interpretation of this article.