Audit Committee

Our audit committee consists of Mr. David Cui and Mr. Osman Sultan. Mr. David Cui is the chairperson of our audit committee. Mr. David Cui satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Mr. David Cui and Mr. Osman Sultan satisfies the requirements for an “independent director” within the meaning of Section 303A of the NYSE Listed Company Manual and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within one year of this offering.

The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

  • selecting the independent auditor;
  • pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;
  • annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;
  • setting clear hiring policies for employees and former employees of the independent auditors;
  • reviewing with the independent auditor any audit problems or difficulties and management’s response;
  • reviewing and, if material, approving all related party transactions on an ongoing basis;
  • reviewing and discussing the annual audited financial statements with management and the independent auditor;
  • reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;
  • reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;
  • discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;
  • reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;
  • discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;
  • timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;
  • establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
  • annually reviewing and reassessing the adequacy of our audit committee charter;
  • such other matters that are specifically delegated to our audit committee by our board of directors from time to time;
  • meeting separately, periodically, with management, internal auditors and the independent auditor; and
  • reporting regularly to the full board of directors.