Audit Committee

The Audit Committee assists the Board of Directors to assure the quality and faithfulness in accounting, audit, the financial reporting process, and financial control. Matters supervised by the Audit Committee includes: Financial statements; audit and accounting policies and procedures; internal control regulations; material asset or derivative transactions; material loan of funds and endorsements or guarantees; offering or issuance of securities; compliance; related party transactions; potential conflicts of interest among managers and directors in terms of related party transactions; employee complaints; company risk management; appointment of, dismissal of, or compensation for the external auditor; and appointment or dismissal of managers in finance, accounting, or internal audit.

Pursuant to regulations of the Republic of China, all independent directors should be members of the audit committee. The audit committee of Promise Technology Ltd. is in compliance with the aforementioned regulations. The audit committee performs self-assessments on its performance and discusses the issues that need to be addressed.

To discharge its duties, the Audit Committee has the authority granted by its Articles of Organization to conduct any review and investigation it deems necessary. It also has channels or direct communication with internal auditors, external auditors, and all employees. The Audit Committee also has the right to hire and supervise lawyers, certified public accountants, or other consultants to help it discharge its duties.

See annual reports of the company from previous years on the meetings of this Committee and the attendance of all its members.

Compensation Committee

The Compensation Committee assists the Board of Directors in the implementation and assessment of compensation and benefits policies for the company as a whole, as well as compensation for the directors and managers.

Pursuant to regulations of the Republic of China, members of the Compensation Committee should be appointed by the Board of Directors. According to the Articles of Organization of the Compensation Committee of Promise Technology Ltd., the chairman of said Committee shall be an independent director. Currently, the Compensation Committee of Promise Technology Ltd. is composed of two independent directors and one professional member. James Lee, Chairman of the Board, shall be invited to attend all meetings, but he shall recuse himself when his compensation is discussed.

At least two regular meetings are held annually by the Compensation Committee. See annual reports of the company from previous years on the meetings of this Committee and the attendance of all its members.