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Audit Committee Report

VITROX CORPORATION BERHAD

[649966-K]

4.

Duties and Responsibilities

The duties and responsibilities of the Committee shall include:

a)

to recommend the appointment of the External Auditors, their audit fee and any questions on their resignation or dismissal,

to the Board;

b)

to discuss the nature and scope of the external audit with the External Auditors before the audit commences;

c)

to review the financial statements of the Company and the Group before submission to the Board, focusing particularly

on:

public announcements of results and dividend payment;

any changes in accounting policies and practices;

major judgmental areas;

significant adjustments resulting from the external audit;

the going-concern assumptions;

compliance with accounting standards; and

compliance with stock exchange and legal requirements.

d)

to discuss problems and reservations arising from the interim and final audits and any matters the external/internal auditors

may wish to discuss (excluding the attendance of other directors and employees of ViTrox);

e)

to review the internal audit programme, consider the major findings of internal audit investigations and management’s

response and ensure co-ordination between the Internal and External Auditors;

f)

to review the adequacy of the scope, functions, competency and resources of the internal audit function and to ensure

that it has the necessary authority to carry out its works;

g)

to review and evaluate the adequacy and effectiveness of the Group’s accounting policies, procedures and internal controls;

h)

to review the appraisal or assessment of the performance of the staff of the internal audit function; to approve any

appointment or termination of senior staff of the internal audit function;

i)

to keep under review the effectiveness of internal control system and in particular, review External Auditors’ management

letter and management’s response;

j)

to review any related party transactions and conflict of interest situation that may arise within the Company or Group and

to monitor any inter-company transaction or any transaction between the Company and any related parties outside the

Group;and

k)

to carry out such other functions and consider any other topics, as may be agreed upon by the Board .

5.

Reporting Procedures

The Committee is authorized to regulate its own procedures and in particular the calling of meetings, the notice to be given

of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection

of such minutes.

The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.