Brogent Technologies Inc.
Audit Committee Charter
Article 1
This Charter is adopted pursuant to Article 3 of the Regulations Governing theExercise of Powers by Audit Committees of Public Companies.
Article 2
Matters concerning the number, term of office, powers, rules of procedure formeetings, and resources to be provided by the Company when the Audit
Committee ("the Committee") exercises its powers shall be handled in accordancewith this Charter.
Article 3
The main function of the Audit Committee is to supervise the following matters:
1. Fair presentation of the financial reports of the Company.
2. The hiring (and dismissal), independence, and performance of certificatedpublic accountants of the Company.
3. The effective implementation of the internal control system of the Company.
4. Compliance with relevant laws and regulations by the Company.
5. Management of the existing or potential risks of the Company.
Article 4
The Committee shall be composed of the entire number of independent directors.
It shall not be fewer than three persons in number, one of whom shall be theconvener, and at least one of whom shall have accounting or financial expertise.
The independent director members of the Committee shall serve a 3-year term,
and may be re-elected to further terms. When the number of the independent
director members on the Committee falls below that prescribed in the preceding
paragraph or in the articles of incorporation due to an independent director's
dismissal for any reason, a by-election shall be held at the next shareholders
meeting to fill the vacancy. When the independent directors are dismissed en
masse, a special shareholders meeting shall be called within 60 days from thedate of the occurrence to hold a by-election to fill the vacancies.
Article 5
Powers conferred by the Securities and Exchange Act, the Company Act, and anyother law to be exercised by supervisors, excepting those set forth in Article 14-4,
paragraph 4 of the Securities and Exchange Act, shall be exercised by theCommittee.
The provisions of Article 14-4, paragraph 4 of the Securities and Exchange Act, inregard to the Company Act as concerns the actions of supervisors or their role asrepresentatives of a company, apply mutatis mutandis to the independent
director members of the Committee.

Article 6
The powers of the Committee are as follows:
1. The adoption of or amendments to the internal control system pursuant toArticle 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment, pursuant to Article 36-1 of the Securities andExchange Act, of the procedures for handling financial or business activities of amaterial nature, such as acquisition or disposal of assets, derivatives trading,loaning of funds to others, and endorsements or guarantees for others.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. The offering, issuance, or private placement of equity-type securities.
8. The hiring or dismissal of a certified public accountant, or their compensation.
9. The appointment or discharge of a financial, accounting, or internal audit
officer.
10. Annual and semi-annual financial reports.
11. Other material matters as may be required by the Company or by thecompetent authority.
The matters under the preceding paragraph shall be subject to the approval of
one half or more of the entire membership of the Committee and shall be
submitted to the board of directors for a resolution.
Any matter in the paragraph 1, with the exception of subparagraph 10, that has
not been approved by one half or more of the entire membership of theCommittee may be adopted with the approval of two thirds or more of the entire
board of directors.
"The entire membership," as used herein, shall be counted as the number ofmembers actually in office at the given time.
The convener of the Committee shall represent the Committee to the public.
Article 7
The Committee shall convene at least once quarterly, and may call a meeting at
its discretion whenever necessary.
In calling a meeting of the Committee, a notice of the reasons for convening themeeting shall be given to each independent director member at least 7 days inadvance. In emergency circumstances, however, the meeting may be called on
shorter notice.
A member of the Committee shall be elected as the convener and meeting chairby and from the entire membership of the Committee. When the convener is on
leave or unable to convene a meeting for any reason, the convener shall appoint
another independent director member on the Committee as acting convener; ifthe convener does not make such an appointment, one independent director

member of the Committee shall be elected by and from the other independent
director members of the Committee to serve as convener.
The Committee may request the managers of relevant departments, internal
audit officers, certified public accountants, attorneys, or other personnel of theCompany to attend the meeting as non-voting participants and provide pertinentand necessary information, provided that they shall leave the meeting when
discussion or voting takes place.
When the Committee calls a meeting, it shall furnish the members of theCommittee present at the meeting with relevant materials for reference asnecessary.
Article 8
When a meeting of the Committee is held, an attendance book shall be madeavailable for signing-in by the independent director members in attendance, andthereafter made available for reference.
Independent director members shall attend meetings of the Committee in person;
if an independent director member is unable to attend in person, theindependent director member may appoint another independent director
member as proxy to attend the meeting. Attendance via telecommunications isdeemed as attendance in person.
A member of the Committee that appoints another independent director member
as proxy to attend a meeting of the Committee shall in each instance issue awritten proxy stating the scope of authorization with respect to the items on themeeting agenda.
Resolutions at meetings of the Committee shall be adopted with the approval of
one half or more of the entire membership. The result of a vote shall be madeknown immediately and recorded in writing.
If for a legitimate reason it is impossible to hold a meeting of the Committee,
matters on the meeting agenda shall be adopted with the consent of two thirds ormore of the entire board of directors. Nevertheless, a written opinion indicating
approval or disapproval shall be obtained from each independent director
member with respect to the matters under Article 6, paragraph 1, subparagraph
10.
The proxy under paragraph 2 may accept a proxy from one person only.
Article 9
Discussions at a meeting of the Committee shall be included in the meeting
minutes, which shall faithfully record the following:
1. The session, time, and place of the meeting.
2. The name of the meeting chair.
3. Attendance by the independent director members, including the names andthe number of members present, excused, and absent.
4. The names and titles of those attending the meeting as non-voting participants.

5. The name of the minute taker.
6. The matters reported at the meeting.
7. Agenda items: For each proposal, the method of resolution and the result; asummary of the comments of the independent director members of theCommittee and experts and other persons present at the meeting; name of theindependent director who is an interested party as referred to in paragraph 1 of
Article 11, explanation of the material aspects of the interest the director has, thereason why the director should or should not recuse himself or herself andwhether or not the director has rescued; and any objections or reservations
expressed.
8. Extraordinary motions: The name of the mover; the method of resolution andthe result for each motion; a summary of the comments of the independent
director members of the Committee and experts and other persons present at themeeting; name of the independent director who is an interested party as referredto in paragraph 1 of Article 11, explanation of the material aspects of the interest
the director has, the reason why the director should or should not recuse himself
or herself and whether or not the director has rescued; and any objections orreservations expressed.
9. Other matters required to be recorded.
The attendance book constitutes part of the minutes for each meeting of theCommittee and shall be appropriately preserved during the existence of thecompany.
The minutes of a Committee meeting shall bear the signature or seal of both thechair and the minute taker, and a copy of the minutes shall be distributed to eachdirector and supervisor within 20 days after the meeting. The minutes shall bedeemed important corporate records and appropriately preserved during theexistence of the Company.
The meeting minutes of paragraph 1 may produce and distribute in electronicform.
Article 10
The Committee's meeting agenda shall be drafted by the convener. Other
members may also put forward proposals for discussion by the Committee.
Article 11
An independent director member of the Committee shall explain the material
aspects of the interest he or she has when he or she is an interested party withrespect to a given agenda item. When such a relationship is likely to prejudice
the interests of the Company, the director shall not attend the discussion andvoting and shall recuse himself or herself therefrom. Also, they shall not exercise
the voting right for and on behalf of another independent director member.
Where an independent director’s spouse, a blood relative within the second
degree of kinship of an independent director has interests in the matters underdiscussion in the meeting of the preceding paragraph, such an independent
director shall be deemed to have a personal interest in the matter.
If, for the reason stated in the preceding paragraph, an agenda item cannot beresolved at a meeting of the Committee, it shall be reported to the board ofdirectors, which shall resolve on the item.
Article 11-1
Any and all meetings of the Committee shall be audio-recorded or videotaped
from beginning to adjournment of the meeting as evidence and the files shall be
kept for at least five (5) years. The files may be stored in the electronic form.
If any litigation relating to a resolution of the meeting of the Committeecommences before the expiry of the period in which the evidence shall be kept inaccordance with the preceding paragraph, the relevant data of audio-recorded orvideotaped evidence shall continually be kept until the conclusion of thelitigation.
For a meeting of the Committee convened via videoconferencing, the audiorecorded and videotaped data shall be part of the minutes of the meeting andshall be properly kept during the existence of the Company.
Article 12
The Committee may resolve to retain the service of an attorney, certified public
accountant, or other professionals to provide advice with respect to matters inconnection with Article 6. The costs of their services shall be borne by theCompany.
Article 13
The Committee members shall exercise the due care of a good administrator andfaithfully perform the duties prescribed in this Charter; they shall be accountable
to the board of directors and shall submit their proposals to be resolved by theboard.
Article 14
The Committee shall conduct periodic reviews of matters relating to this Charterand present the results for amendment by the board of directors.
The execution of tasks relating to resolutions adopted by the Committee may bedelegated to the convener or other Committee members for follow-up, with awritten or verbal report to be presented to the Committee during theimplementation period. When necessary, the matter shall be presented for
ratification or a report made at the next meeting of the Committee.
Article 15
This Charter, and any amendments hereto, shall come into in force after adoption
by a resolution of the board of directors.