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Audit Committee Charter

The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Alpha and Omega Semiconductor Limited (the "Company") is appointed by the Board to assist in fulfilling certain of the Board's oversight responsibilities. The Committee's purposes shall be:

1. To assist the Board in its oversight of (1) the integrity of the Company's financial statements; (2) the risk management and internal controls of the Company; and (3) the Company's compliance with legal and regulatory requirements; and



2. To interact directly with and evaluate the performance of the independent auditors, including to determine whether to engage or dismiss the independent auditors and to monitor the independent auditors' qualifications and independence.

The role of the Committee is oversight. The members of the Committee are not full-time employees of the Company and may or may not be accountants or auditors by profession and do not serve in such capacity. It is not the duty of the Committee (a) to independently verify management's representations or (b) to determine that the Company's financial statements are complete and accurate, are prepared in accordance with applicable accounting standards, or fairly present the financial condition, results of operations, and cash flows of the Company in accordance with applicable accounting standards. These are the responsibilities of management. It is not the duty of the Committee to plan or conduct audits. The independent auditors are responsible for the audit of the financial statements.

The Committee shall be composed of at least three directors, each of whom must be independent. The members of the Committee shall satisfy the independence and experience requirements, including the financial literacy and expertise requirements, as determined pursuant to applicable law or regulations established by the Securities and Exchange Commission (the "SEC") or rules of the Nasdaq Stock Market, Inc. In addition, members of the Committee must also satisfy the independence requirements under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and Rule 10A-3(b)(1) thereunder.

All members of the Committee must be able to read and understand financial statements. At least one member shall have accounting or related financial management expertise. To the extent possible, at least one member of the Committee shall be an "audit committee financial expert" as that term is defined by the SEC.

The members of the Committee shall be nominated by the Nominating and Corporate Governance Committee and appointed by a majority of the Board for one-year terms. The Nominating and Corporate Governance Committee shall recommend, and the Board shall designate, one member of the Committee to serve as Chairperson. The members of the Committee shall serve until their resignation, retirement, or removal by the Board and until their successors shall be appointed. No member of the Committee shall be removed except by majority vote of the independent directors of the full Board then in office.

1. The Committee shall meet as often as it may deem necessary and appropriate in its judgment. A majority of the members of the Committee shall constitute a quorum.



2. The Committee shall meet with the independent auditors and management in separate meetings, as often as it deems necessary and appropriate in its judgment.



3. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.



4. The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests.



5. The Committee shall fix its own rules of procedure, which shall be consistent with the bylaws of the Company and this Charter.



6. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.



7. The Committee may delegate authority to one or more members of the Committee where appropriate, but no such delegation shall be permitted if the authority is required by law, regulation, or listing standard to be exercised by the Committee as a whole.



8. The Committee shall have the authority to obtain advice and assistance from internal and external legal, accounting, and other advisors, and the Company shall provide appropriate funding for the Committee to retain any such advisors without requiring the Committee to seek Board approval.