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Audit Committee Charter of Thai Stanley Electric Public Company Limited

1. Objective
For the Audit Committee of Thai Stanley Electric Public Company Limited to effectively execute tasks assigned by the Board of Directors, compliance with good corporate governance, and meet with international standard, the Board of Directors then established the Audit Committee Charter as follows;

2. Composition and Qualifications of Audit Committee
   
2.1 Composition of Audit Committee
        1. Audit Committee is appointed and approved by the Board of Directors.
        2. Audit Committee shall be comprised of three independent directors of the board
        3. At least one of the audit committee’s member shall have knowledge and experiences that are sufficient to review creditability of financial statements.
    2.2 Qualifications of Audit Committee
Audit Committee’s qualifications are fully conformed to all criteria of securities and exchange law and regulations of the Stock Exchange of Thailand (SET). Moreover, the Audit Committee shall be neutral, not biased or has any benefit or interest directly or indirectly which may result in an unfair or dependently judgment.

3. The Term of Audit Committee
   
3.1 The office term of Audit Committee is 3 years. The Audit Committee’s member may be re-appointed.
    3.2 Apart from vacating upon the end of office term stated in Item 3.1, the Audit Committee’s member will retire from the office upon dismissal by the Board of Directors or resignation or demotion.
    3.3 The Audit Committee’s member, who wishes to resign before the end of office term shall notify to the Company not less than 30 days indicating reason for resign. The Company then immediately notifies the Stock Exchange of Thailand (SET) regarding reason of resignation or retires. In addition, the resigned or demoted Audit Committee’s member may explain reason of that action to the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).
    3.4 When the Audit Committee’s member is vacant as a result of reason other than the end of office term, the Board of Directors shall appoint any person with fully qualifications to be the Auditor Committee’s member within 90 days since the resignation. This person will be the Auditor Committee’s member for the remaining office term of the resigned committee only.

4. Authority, Duties and Responsibilities of the Audit Committee
   
4.1 The Audit Committee responsible are duties assigned by the Board of Directors.
    4.2 The Audit Committee’s responsibilities as assigned by the Board of Directors are as follows;
        1. To verify and assure that the Company’s financial report is accurate and sufficiently disclosed
        2 .To verify and assure that the Company shall have an appropriate and effective internal control and internal
audit systems. To consider the independence of the internal audit agency, as well as provide an approval for an appointments, transfer, termination of the chief of the internal audit agency or any other agencies responsible for the internal audit.
        3. To Review that the Company has acted compliance with the company’s anti-corruption policy.
        4. To verify and assure that the Company has acted in compliance with the law on Securities and Exchange,
requirements of the Stock Exchange of Thailand, and other laws in relation to the Company’s business
        5. To consider, select, propose to appoint an independent person(s) to perform the duty as the Company’s auditor. To propose remuneration for that person(s) and to participate in a meeting with the auditors without the management involvement at least once a year.
        6. To consider connected transactions and any transaction that may have a conflict of interests by referring to
the requirements of laws and the Stock Exchange of Thailand, to assure that such transactions are reasonable
and resulted in maximum benefits to the Company.
        7. To prepare a report of the Committee as disclosed in the Company’s Annual Report which must be signed by
the Chairman of the Audit Committee and must consist of the information as follows (at least);
            - An opinion(s) about an accuracy, completion and reliability of the Company’s financial report.
            - An opinion(s) about the adequacy of the Company’s internal control systems.
          - An opinion(s) about an action in compliance with law of Securities and Stock Exchange, provisions of
the Stock Exchange of Thailand or any related laws regarding the Company’s business.
            - An opinion(s) about an appropriateness of the auditors.
            - An opinion(s) about any financial transaction that may have a conflict of interests.
        - A total number of the Committee’s meetings and each member’s meeting participation.
          - An overall opinion(s) or an observation(s) obtained by the Committee from the operation as required in
this charter.
        - Other essential information or transactions as deemed to be acknowledged by shareholders and investors
under the scope and responsibilities assigned to them by the Board of Directors.
8. Any other operation as assigned by the Board of Directors with an approval by the Committee.
    4.3 Upon executing duties, if the Audit Committee finds or suspects of any transaction or the following actions which may significantly impact financial status and the company’s performance, the Audit Committee shall report to the Board of Directors for correction within appropriate time frame indicated by the Audit Committee.
            - Conflict of interest transaction,
            - Corruption or abnormality or significant defectively of internal control system.
            - Breach SEC and SET rules and regulations, and other regulations and laws related to the company’s businesses.
If the Board of Directors or Executives do not correct within indicated time frame, any Audit Committee’s member may report of transaction or the above action to SEC and SET.

5. Meetings
   
5.1 The Audit Committee holds a meeting when seen as appropriate and there shall be at least 4 times a year and has power to call for extra meeting. The Audit Committee quorum shall comprise of not less than one-half of the total existing members.
    5.2 The Audit Committee may invite auditors, The management of the company or related person to attend the meeting and provide associated information.
    5.3 The resolution of the Audit Committee can be made by majority vote. Any member who has interest in the related topic shall not vote in that particular topic.
    5.4 The chairman of the Audit Committee shall review the minute of the meeting and report performance of the Audit Committee at the Board of Directors meeting.
    5.5 The meeting invitation letter shall be issued not less than 7 days prior to the meeting date. This excludes the emergency case, where the date of the meeting will be informed by other methods or the meeting shall be scheduled earlier. The secretary of the Audit Committee shall take the minutes of the meeting.