Terms of Reference - Nomination and Remuneration Committee

1.  To recommend to the Board, candidates for directorships in Minho (M) Bhd.

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2.  To consider, in making its recommendations, candidates for directorships proposed by the Chief Executive Officer/Managing Director and,            within the bounds of practicability, by any other senior executive or any director or shareholder.

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3.  To recommend to the Board, directors to fill the seats on Board Committees.

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4.  To assist the Board in reviewing on an annual basis, the required mix of skills and experience and other qualities including core                            competencies which Non-Executive Directors should bring to the Board.

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5.  To assess, on an annual basis, the effectiveness of the Board as a whole, the committees of the Board and the contribution of each individual      director, based on the process and procedure laid out by the Board.

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6.  To recommend to the Board the remuneration of the Executive Directors in all its forms, drawing from outside advice as necessary.

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7.  To carry out other responsibilities, functions or assignments as may be defined by the Board from time to time.