Elegance Optical MFY., LTD 2011

ELEGANCE INTERNATIONAL HOLDINGS LIMITED
TERMS OF REFERENCE OF REMUNERATION COMMITTEE

Constitution
The Board(“Board”) of Elegance International Holdings Limited(“Company”) hereby resolves to establish a Committee of the Board to be known as Remuneration Committee(“Committee”).

Members
The Committee shall be appointed by the Board from amongst the Independent Non-executive Directors. A quorum shall be two members. The first period of appointment for Committee members shall be two years. The Chairman of the Committee shall be appointed by the Board.

Meetings
The Committee should meet at least once per year. Additional meetings should be held as the work of the Committee demands.

Attendance
As necessary or desirable, the Chairman of the Committee may request that members of management and representatives of external advisers be present at meetings of the Committee.

Duties of the Committee
formulate remuneration policy for all remuneration of directors and senior management for approval by the Board and implement the remuneration policy laid down by the Board.
recommend to the Board the policy and structure for the remuneration of Directors and senior management whilst ensuring no director or any of his associates is involved in deciding his own remuneration.
determine the remuneration of executive directors and senior management, including benefits in kind, pension right, compensation payment(including compensation for loss of office or appointment etc.) and make recommendations to the Board of the remuneration of non-executive directors..
review and approve the compensation arrangements in connection with any loss or termination of their office or appointment, or dismissal or removal for misconduct to executive directors and senior management which shall be fair and not excessive.
to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.
do any such things to enable the Committee to discharge its power and functions conferred on it by the Board
Consider other topics, as defined by the Board.

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	ELEGANCE INTERNATIONAL HOLDINGS LIMITED TERMS OF REFERENCE OF REMUNERATION COMMITTEE Constitution The Board(“Board”) of Elegance International Holdings Limited(“Company”) hereby resolves to establish a Committee of the Board to be known as Remuneration Committee(“Committee”). Members The Committee shall be appointed by the Board from amongst the Independent Non-executive Directors. A quorum shall be two members. The first period of appointment for Committee members shall be two years. The Chairman of the Committee shall be appointed by the Board. Meetings The Committee should meet at least once per year. Additional meetings should be held as the work of the Committee demands. Attendance As necessary or desirable, the Chairman of the Committee may request that members of management and representatives of external advisers be present at meetings of the Committee. Duties of the Committee formulate remuneration policy for all remuneration of directors and senior management for approval by the Board and implement the remuneration policy laid down by the Board. recommend to the Board the policy and structure for the remuneration of Directors and senior management whilst ensuring no director or any of his associates is involved in deciding his own remuneration. determine the remuneration of executive directors and senior management, including benefits in kind, pension right, compensation payment(including compensation for loss of office or appointment etc.) and make recommendations to the Board of the remuneration of non-executive directors.. review and approve the compensation arrangements in connection with any loss or termination of their office or appointment, or dismissal or removal for misconduct to executive directors and senior management which shall be fair and not excessive. to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time. do any such things to enable the Committee to discharge its power and functions conferred on it by the Board Consider other topics, as defined by the Board.