PubCo’s audit committee will consist of Ms. Li Noi Chia, Ms. Bee Lian Ooi, and Mr. Peter Ban, and will be chaired by Ms. Li Noi Chia. Ms. Li Noi Chia, Ms. Bee Lian Ooi and Mr. Peter Ban satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. PubCo has determined that Ms. Li Noi Chia qualifies as an “audit committee financial expert.” The audit committee will oversee the accounting and financial reporting processes and the audits of the financial statements of PubCo.

The audit committee will be responsible for, among other things:

• selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;
• reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;
• reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; 238
• discussing the annual audited financial statements with management and the independent registered public accounting firm;
• reviewing major issues as to the adequacy of its internal controls and any special audit steps adopted in light of material control deficiencies;
• annually reviewing and reassessing the adequacy of its audit committee charter;
• meeting separately and periodically with management and the independent registered public accounting firm; and
• reporting regularly to the board of directors.

PubCo’s compensation committee will consist of Mr. Peter Ban, Ms. Bee Lian Ooi and Ms. Li Noi Chia, and will be chaired by Mr. Peter Ban. Mr. Peter Ban, Ms. Bee Lian Ooi and Ms. Li Noi Chia satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The compensation committee will assist the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to its directors and executive officers. The executive officers may not be present at any committee meeting during which their compensation is deliberated upon.

The compensation committee will be responsible for, among other things:

• reviewing the total compensation package for its executive officers and making recommendations to the board of directors with respect to it;
• approving and overseeing the total compensation package for its executives other than the three most senior executives;
• reviewing the compensation of its directors and making recommendations to the board of directors with respect to it; and
• periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

PubCo’s nominating and corporate governance committee will consist of Ms. Bee Lian Ooi, Mr. Peter Ban and Ms. Li Noi Chia, and will be chaired by Ms. Bee Lian Ooi. Ms. Bee Lian Ooi, Mr. Peter Ban and Ms. Li Noi Chia satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become its directors and in determining the composition of the board of directors and its committees.

The nominating and corporate governance committee will be responsible for, among other things:

• recommending nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors;
• reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability of service to us;
• selecting and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and
• monitoring compliance with its code of business conduct and ethics, including reviewing the adequacy and effectiveness of its procedures to ensure proper compliance.