ANNEX E

TONGXIN INTERNATIONAL LTD.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. STATEMENT OF POLICY

This Charter specifies the scope of the responsibilities of the Audit Committee
(the "Committee") of the Board of Directors (the "Board") of Tongxin
International Ltd.(the "Company") and the manner in which those responsibilities
shall be performed, including its structure, processes and membership
requirements.

The primary purpose of the Committee is to oversee the accounting and financial
reporting processes of the Company and the audits of the Company's financial
statements. The Committee shall also review the qualifications, independence and
performance, and approve the terms of engagement of the Company's independent
auditor and prepare any reports required of the Committee under rules of the
Securities and Exchange Commission ("SEC").

The Company shall provide appropriate funding, as determined by the Committee,
to permit the Committee to perform its duties under this Charter, to compensate
its advisors and to compensate any registered public accounting firm engaged for
the purpose of rendering or issuing an audit report or related work or
performing other audit, review or attest services for the Company. The
Committee, at its discretion, has the authority to initiate investigations, and
hire legal, accounting or other outside advisors or experts to assist the
Committee, as it deems necessary



to fulfill its duties under this Charter. The Committee may also perform such
other activities consistent with this Charter, the Company's Bylaws and
governing law, as the Committee or the Board deems necessary or appropriate.

II. ORGANIZATION AND MEMBERSHIP REQUIREMENTS

The Committee shall comprise three or more directors selected by the Board, each
of whom shall satisfy the independence and experience requirements of the Nasdaq
Stock Market, provided that one director who does not meet the independence
criteria of Nasdaq, but is not a current employee or officer, or an immediate
family member of an employee or officer, may be appointed to the Committee,
subject to the approval of the Board pursuant to, and subject to the limitations
under, the "exceptional and limited circumstances" exceptions as provided under
the rules of Nasdaq. In addition, the Committee shall not include any member
who:

*    has participated in the preparation of the financial statements of the
     Company or any current subsidiary at any time during the past three (3)
     years; or

*    accepts any consulting, advisory, or other compensatory fee, directly or
     indirectly, from the Company, other than in his or her capacity as a member
     of the Committee, the Board, or any other committee of the Board; or

*    is an affiliate of the Company or any subsidiary of the Company, other than
     a director who meets the independence requirements of the Nasdaq Stock
     Market.



Each member of the Committee must be able to read and understand fundamental
financial statements, including a balance sheet, income statement and cash flow
statement. In addition, at least one member shall have past employment
experience in finance or accounting, professional certification in accounting,
or other comparable experience or background resulting in the individual being
financially sophisticated, which may include being or having been a chief
executive, chief financial or other senior officer with financial oversight
responsibilities.

The members of the Committee shall be appointed by the Board on the
recommendation of the Nominating and Corporate Governance Committee and shall
serve until their successors are duly elected and qualified or their earlier
resignation or removal. Any member of the Committee may be replaced by the Board
on the recommendation of the Nominating and Corporate Governance Committee.
Unless a chairman is elected by the full Board, the members of the Committee may
designate a chairman by majority vote of the full Committee membership.

III. MEETINGS

The Committee shall meet as often as it determines, but not less frequently than
quarterly. A majority of the members shall represent a quorum of the Committee,
and, if a quorum is present, any action approved by at least a majority of the
members present shall represent the valid action of the Committee. The Committee
may form and delegate authority to subcommittees, or to one or more members of
the Committee, when appropriate. The Committee shall meet with management and
the



independent auditor in separate executive sessions as appropriate. The Committee
shall meet with the independent auditor and management to review the Company's
financial statements and financial reports.

The Committee shall maintain written minutes of its meetings, which minutes will
be filed with the minutes of the meetings of the Board.

IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES

To fulfill its responsibilities and duties, the Committee shall:

A. Oversight of the Company's Independent Auditor

1. Be directly and solely responsible for the appointment, compensation,
retention and oversight of any independent auditor (including resolution of
disagreements between management and the independent auditor regarding financial
reporting) engaged by the Company for the purpose of preparing or issuing an
audit report or related work, with each such auditor reporting directly to the
Committee.

1. Periodically review and discuss with the independent auditor (i) the matters
required to be discussed by Statement on Auditing Standards No.61, as amended,
and (ii) any formal written statements received from the independent auditor
consistent with and in satisfaction of Independence Standards Board Standard
No.1, as amended, including without limitation, descriptions of (x) all
relationships



between the independent auditor and the Company, (y) any disclosed relationships
or services that may impact the independent auditor's objectivity and
independence and (z) whether any of the Company's senior finance personnel were
recently employed by the independent auditor.

3. Consult with the independent auditor to assure the rotation of the lead audit
partner having primary responsibility for the audit and the audit partner
responsible for reviewing the audit every five years, consider issues related to
the timing of such rotation and the transition to new lead and reviewing
partners, and consider whether, in order to assure continuing auditor
independence, there should be regular rotation of the audit firm, and report to
the Board on its conclusions.

4. Approve in advance the engagement of the independent auditor for all audit
services and non-audit services, based on independence, qualifications and, if
applicable, performance, and approve the fees and other terms of any such
engagement; provided, however, that (i) the Committee may establish pre-approval
policies and procedures for any engagement to render such services, provided
that such policies and procedures (x) are detailed as to particular services,
(y) do not involve delegation to management of the Committee's responsibilities
hereunder and (z) provide that, at its next scheduled meeting, the Committee is
informed as to each such service for which the independent auditor is engaged
pursuant to such policies and procedures, and (ii) the Committee may delegate to
one or more members of the Committee the authority to grant pre-approvals for
such services, provided that the decisions of such member(s) to grant any such
pre-approval shall be


presented to the Committee at its next scheduled meeting.

5. Meet with the independent auditor prior to the audit to discuss the planning
and staffing of the audit.

6. Approve as necessary the termination of the engagement of the independent
auditor.

7. Establish policies for the hiring of employees or former employees of the
independent auditor who participated in any capacity in the audit of the
Company, taking into account the impact of such policies on auditor
independence.

8. Regularly review with the independent auditor any significant difficulties
encountered during the course of the audit, any restrictions on the scope of
work or access to required information and any significant disagreement among
management and the independent auditor in connection with the preparation of the
financial statements. Review with the independent auditor any accounting
adjustments that were noted or proposed by the independent auditor but that were
"passed" (as immaterial or otherwise), any communications between the audit team
and the independent auditor's national office respecting auditing or accounting
issues presented by the engagement, any "management" or"internal control"letter
or schedule of unadjusted differences issued, or proposed to be issued, by the
independent auditor to the Company, orany other material written communication
provided by the independent auditor to the Company's management.

9. Review with the independent auditor the critical accounting policies and
practices used by the Company, all alternative



treatments of financial information within generally accepted accounting
principles ("GAAP") that the independent auditor has discussed with management,
the ramifications of the use of such alternative disclosures and treatments and
the treatment preferred by the independent auditor.

B. Review of Financial Reporting, Policies and Processes

1. Review and discuss with management and the independent auditor the Company's
annual audited financial statements and any certification, report, opinion or
review rendered by the independent auditor, and recommend to the Board whether
the audited financial statements should be included in the Company's annual
report on Form 10-K.

2. Review and discuss with management and the independent auditor the Company's
quarterly financial statements.

3. Review and discuss with management and the independent auditor the Company's
disclosure under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" appearing in the Company's periodic reports.

4. Review and discuss earnings press releases and other information provided to
securities analysts and rating agencies, including any "pro forma" or adjusted
financial information.

5. Periodically meet separately with management and with the independent
auditor.

6. Review with management and the independent auditor any



significant judgments made in management's preparation of the financial
statements and the view of each as to appropriateness of such judgments.

7. Review with management its assessment of the effectiveness and adequacy of
the Company's internal control structure and procedures for financial reporting
("Internal Controls"), review with the independent auditor the attestation to
and report on the assessment made by management, and consider with management
and the independent auditor whether any changes to the Internal Controls are
appropriate in light of management's assessment or the independent auditor's
attestation.

8. To the extent that it deems appropriate, review with management its
evaluation of the Company's procedures and controls designed to assure that
information required to be disclosed in its periodic public reports is recorded,
processed, summarized and reported in such reports within the time periods
specified by the SEC for the filing of such reports ("Disclosure Controls"), and
consider whether any changes are appropriate in light of management's evaluation
of the effectiveness of such Disclosure Controls.

9. Review and discuss with management and the independent auditor any
off-balance sheet transactions or structures and their effect on the Company's
financial results and operations, as well as the disclosure regarding such
transactions and structures in the Company's public filings.

10. Review with management and the independent auditor the effect of regulatory
and accounting initiatives on the financial



statements. Review any major issues regarding accounting principles and
financial statement presentations, including any significant changes in
selection of an application of accounting principles. Consider and approve, if
appropriate, changes to the Company's auditing and accounting principles and
practices as suggested by the independent auditor or management.

11. Review any special audit steps adopted in light of material control
deficiencies.

C. Risk Management, Related Party Transactions, Legal Compliance and Ethics

1. Review with the chief executive and chief financial officer of the Company
any report on significant deficiencies in the design or operation of the
Internal Controls that could adversely affect the Company's ability to record,
process, summarize or report financial data, any material weaknesses in Internal
Controls identified to the auditors, and any fraud, whether or not material that
involves management or other employees who have a significant role in the
Company's Internal Controls.

2. Review and approve any related-party transactions, after reviewing each such
transaction for potential conflicts of interests and other improprieties.

3. Establish procedures for the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or
auditing matters, and the confidential, anonymous submission by employees of the
Company of concerns regarding questionable accounting or



auditing matters. Adopt, as necessary, appropriate remedial measures or actions
with respect to such complaints or concerns.

4. In consultation with the Nominating and Corporate Governance Committee,
consider and present to the Board for adoption a Code of Conduct for all
employees and directors, which meets the requirements of Item 406 of the SEC's
Regulation S-K, and provide for and review prompt disclosure to the public of
any change in, or waiver of, such Code of Conduct. Review such Code of Conduct
periodically and recommend such changes to such Code of Conduct as the Committee
shall deem appropriate, and adopt procedures for monitoring and enforcing
compliance with such Code of Conduct.

5. As requested by the Board, review and investigate conduct alleged by the
Board to be in violation of the Company's Code of Conduct, and adopt as
necessary or appropriate, remedial, disciplinary, or other measures with respect
to such conduct.

6. Discuss with management and the independent auditor any c orrespondence with
regulators or governmental agencies that raise material issues regarding the
Company's financial statements or accounting policies.

7. Prepare the report required by the rules of the SEC to be included in the
Company's annual proxy statement.

8. Regularly report to the Board on the Committee's activities, recommendations
and conclusions.

9. Review and reassess the Charter's adequacy at least annually.