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Audit Committee Report

VITROX CORPORATION BERHAD

[649966-K]

The Audit Committee (“Committee”) was established by the Board of Directors of ViTrox Corporation Berhad (“Company”) on 8 July

2005 as a Committee of the Board.

COMPOSITION

The present members of the Committee comprise:

Dato’ Seri Kiew Kwong Sen

Chairman

Independent, Non-Executive Director

Prof. Dr. Ahmad Fadzil Bin Mohamad Hani

Member

Non-Independent, Non-Executive Director

Chuah Poay Ngee

Member

Independent, Non-Executive Director

The Committee is governed by the following terms of reference :

1.

Membership

The Committee shall be appointed by the Board from amongst its members and consists of not less than three members. All

the Committee members must be Non-Executive Directors, with a majority of whom must be independent. The members of

the Committee shall elect the Chairman from among their number, who shall be an Independent, Non-Executive Director. No

Chief Executive Officer and alternate Director shall be appointed as a member of the Committee.

If the number of members is reduced below three, due to whatsoever reasons, the Board shall within three months of that

event, appoint such number of new members as may be required to make up the minimum number of three members.

2.

Meetings

Meetings shall be held not less than four times a year.

A quorum of two independent members shall constitute a valid meeting.

The Head of Finance and the Head of Internal Audit, if any, shall be invited to attend meetings, as the Committee deems

necessary. At least twice a year, the Committee shall meet with the External Auditors without the presence of the Executive

Directors.

The Company Secretary shall be the secretary of the Committee.

The External Auditors may request a meeting if they consider that one is necessary.

3.

Authority

The Committee is authorized by the Board to investigate any activity within its terms of reference and shall have the resources

required to perform its duties. The Committee has full and unrestricted access to all information and documents relevant to

its activities as well as to the internal and external auditors and employees of the Group.