China Conch Venture : Terms of Reference of the Audit Committee of the Board of Directors

CHINA CONCH VENTURE HOLDINGS LIMITED ʕ਷ऎᑮ௴ุછٰϞࠢʮ̡ (Incorporated in the Cayman Islands with limited liability)

€׵ ක ਟ ໊ ࢥ ൗ ̅ ϓ ͭ ٙ Ϟ ࠢ ʮ ̡

(Stock Code: 586)

€ٰ ΅ ˾ ໮j586 ("the Company") €˜͉ ʮ ̡™

Terms of Reference of the Audit Committee (the "Committee")

of the Board (the "Board") of Directors (the "Directors") ໨ ԫ€˜໨ ԫ™ึ€˜໨ ԫ ึ™ᄲ ࣨ ։ ࡰ ึ€˜։ ࡰ ึ™ ᔖᛆᇍఖ

1. Constitution

1. ଡ଼ ϓ

1.1 The Committee is established pursuant to a resolution passed by the Board of the Company at its meeting held on 3 December 2013.

1.1 ͉։ࡰึ͉݊ܲʮ̡໨ԫึ׵ 2013 ϋ 12 ˜ 3 ˚ ึ ᙄ ஷ ཀ ϓ ͭ ٙf

2. Membership

2. ϓ ࡰ

2.1 Members of the Committee shall be	2.1 ։ ࡰ ึ ͟ ໨ ԫ ึ ੽ Չ ڢ ੂ Б ໨ ԫ€̍
appointed by the Board from amongst the	ܼ ዹ ͭ ڢ ੂ Б ໨ ԫ ʕ ։ ΂ ଡ଼ ϓd
non-executive Directors (including	։ ࡰ ึ ɛ ᅰ ௰ ˇ ɧ Τdɽ ௅ ʱ ც މ
independent non-executive Directors)	ዹ ͭ ٙfՉ ʕ Ї ˇ ɓ Τ ։ ࡰ ึ ϓ ࡰ
and shall consist of not less than three	඲މܲ๫࠰ಥᑌΥʹ׸הϞࠢʮ
members, a majority of whom should be	̡ ᗇ Վ ɪ ̹ ஝ ۆ€˜ɪ̹஝ۆ™ୋ 3.21
independent. At least one of the members	ૢՈ௪ቇ຅ਖ਼ุ༟ࣸאึࠇא޴
shall be an independent non-executive	ᗫৌਕ၍ଣٝᗆٙዹͭڢੂБ໨ԫf
Director with appropriate professional
qualifications or accounting or related
financial management expertise as
required in Rule 3.21 of the Rules
Governing the Listing of Securities on
The Stock Exchange of Hong Kong
Limited (the "Listing Rules").

• 2.2 A former partner of the Company's existing auditing firm shall be prohibited from acting as a member of the Committee for a period of at least two years from the date of his ceasing:

  2.2 ତࣛࠋபᄲࠇ͉ʮ̡ሪͦٙࣨᅰ ʮ ̡ ٙ ۃ ΂ Υ ྫ ɛ ί ˸ ɨ ˚ ಂ€˸ ˚ ಂ ༰ ܝ ٫ މ ๟ৎ ࠇ Ї ˇ Շ ϋ ʫd ʔ ੻ ዄ ΂ ։ ࡰ ึ ٙ ϓ ࡰj

  • (a) to be a partner of the firm; or

    (a) ˼୞˟ϓމ༈ʮ̡Υྫɛٙ˚ ಂiא

  • (b) to have any financial interest in the firm, whichever is later.

  (b)

  ˼ʔΎԮϞ༈ʮ̡ৌਕлूٙ ˚ ಂf

• 2.3 The chairman of the Committee shall be appointed by the Board or elected among the members of the Committee and shall be an independent non-executive Director.

• 2.3 ։ࡰึ˴ࢩ͟໨ԫึ։΂א຾։ ࡰ ึ ึ ࡰ ፯ ᑘeʿ ̀ ඲ ݊ ዹ ͭ ڢ ੂ Б ໨ ԫf

  2.4

  The company secretary of the Company shall be the secretary of the Committee. In the absence of the secretary of the Committee, the members of the Committee present at the meeting may elect among themselves or appoint another person as the secretary for that meeting.

• 2.4 ͉ʮ̡ٙʮ̡।ࣣމ։ࡰึٙ।ࣣf ν ։ ࡰ ึ । ࣣ ॹ ࢩd̈ ࢩ ٙ ։ ࡰ ਗ਼ ί˼ࡁ຅ʕ፯̈।ࣣא։΂Չ˼ ɛ ዄ ΂ ༈ ึ ᙄ ٙ । ࣣf

2.5 Additional members may be appointed to	2.5 ຾໨ԫึʿ։ࡰึʱйஷཀӔᙄd
the Committee and members of the	˙ ̙ ։ ΂ ᕘ ̮eһ ಁeא ᇦ е ։ ࡰ
Committee may be replaced or removed	ึ ϓ ࡰfν ༈ ։ ࡰ ึ ϓ ࡰ ʔ Ύ ݊ ໨
by separate resolutions passed by the	ԫ ึ ٙ ϓ ࡰd༈ ։ ࡰ ึ ϓ ࡰ ٙ ΂ ն
Board and by the Committee. The	ਗ਼ І ਗ ࿞ ቖf
appointment of a member of the
Committee member shall be
automatically revoked if such member
ceases to be a member of the Board.

3. Proceedings of the Meeting

3. ึᙄ೻ҏ

3.1 Notice:

3.1 ึ ᙄ ஷ ٝj

• (a) Unless otherwise agreed by all the Committee members, a meeting shall be called by at least seven days' notice. Such notice shall be sent to each member of the Committee, and to any other person invited to attend. Irrespective of the length of notice being given, attendance of a Committee member at a meeting constitutes a waiver of such notice unless the Committee member attending the meeting attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting has not been properly convened.

  (a) ৰ ڢ ։ ࡰ ึ Ό ᜗ ϓ ࡰ Ν จd ̜ ක ։ ࡰ ึ ٙ ึ ᙄ ஷ ٝ ಂd ʔ Ꮠ ˇ ׵ ɖ ˂f ༈ ஷ ٝ Ꮠ ೯ ഗ ӊ Τ ։ࡰึึࡰʿՉ˼ᐏᒗ̈ࢩٙ ɛ ɻf ʔ ሞ ஷ ٝ ಂ ڗ ೵d ։ ࡰ ึϓࡰ̈ࢩึᙄਗ਼஗ൖމՉ׳ ૝ ա Ց ԑ ಂ ஷ ٝ ٙ ᛆ лd ৰ ڢ ̈ࢩ༈ึᙄٙ։ࡰึϓࡰٙͦ ٙ މ ί ึ ᙄ ක ֐ ʘ ࣛd ˸ ึ ᙄ ӚϞ੻Ց͍ᆽή̜කމଣ͟d ˀ ࿁ ึ ᙄ ஈ ଣ ΂ О ԫ ධf

• (b) Any Committee member or secretary of the Committee may at any time, on the request of any Committee member, summon a Committee meeting. Notice shall be given to each Committee member in person verbally or in writing or by telephone or by email or by facsimile transmission at the telephone or facsimile number or address or email address from time to time notified to the secretary by such Committee member or in such other manner as the Committee members may from time to time determine.

  • (b) ΂ О ։ ࡰ ึ ϓ ࡰ א ։ ࡰ ึ । ࣣ€Ꮠ ΂ О ։ ࡰ ึ ϓ ࡰ ٙ ሗ Ӌ ࣛ ̙ ׵΂Оࣛࡉ̜ණ։ࡰึึᙄf ̜කึᙄஷѓ̀඲ፋԒ˸ɹ᎘ א ˸ ࣣ ࠦ Җ όe א ˸ ཥ ༑e ཥ ɿ ඉ ΁e ෂ ॆ א Չ ˼ ։ ࡰ ึ ϓ ࡰʔࣛᙄ֛ٙ˙ό೯̈ʚ΢։ ࡰ ึ ϓ ࡰ€ ˸ ༈ ϓ ࡰ ʔ ࣛ ஷ ٝ । ࣣ ٙ ཥ ༑ ໮ ᇁe ෂ ॆ ໮ ᇁe ή ѧ א ཥ ɿ ඉ ᇌ ή ѧ މ ๟f

• (c) Any notice given verbally shall be confirmed in writing as soon as practicable and before the meeting.

• (c) ɹ ᎘ ˙ ό Ъ ̈ ٙ ึ ᙄ ஷ ٝd Ꮠ ኋ Ҟ€ ʿ ί ึ ᙄ ̜ ක ۃ ˸ ࣣ ࠦ ˙ ό ᆽ ྼf

(d) Notice of meeting shall state the purpose, time and place of the meeting. An agenda together with relevant documents which may be required to be considered by the members of the Committee for the purposes of the meeting should generally be delivered to all Committee members seven days (and in any event not less than three days) before the intended date of the Committee meeting (or such other period as all the Committee members may agree).

(d) ึᙄஷѓ̀඲Ⴍ׼කึͦٙe ࣛ ග ձ ή ᓃf ᙄ ೻ ʿ ᎇ ڝ ც ։ ࡰఱ༈ึᙄͦٙϾᄲቡٙϞᗫ ˖΁ɓছίཫಂ̜ක։ࡰึึ ᙄ ۃ ɖ ˂€ೌ ሞ ν О ʔ ˇ ׵ ɧ ˂ €א ຾ ה Ϟ ։ ࡰ Ν จ ٙ Չ ˼ ࣛ ݬ ৔ ༺ ΢ ϓ ࡰ ਞ ቡf

• 3.2 Quorum: The quorum of the Committee meeting shall be two members of the Committee.

  • 3.2 ج ֛ ɛ ᅰj ։ࡰึึᙄج֛ɛᅰ މ Շ З ։ ࡰ ึ ϓ ࡰf

• 3.3 Attendance: The Company's staff having accounting and financial reporting functions, the Head of Internal Audit (or any officer(s) assuming the relevant functions but having a different designation) and representative(s) of the external auditors shall normally attend meetings of the Committee. Other Board members shall also have the right of attendance. However, at least once a year the Committee shall meet with the external auditors without the presence of executive Directors and the management of the Company.

  • 3.3 ̈ ࢩj ͉ʮ̡ኹϞึࠇձৌਕజ ѓ ̌ ঐ ٙ ᔖ ࡰe ʫ ௅ ࣨ ᅰ ˴ ၍€ א ΂ О ˴ ၍ ו ዄ ᗳ Ч ʈ ЪdШ Ϟ ʔ Ν ᔖ ၈ʿ ̮ ໌ ࣨ ᅰ ࢪ ٙ ˾ ڌ ஷ ੬ Ꮠ ̈ ࢩ ։ ࡰ ึ ึ ᙄfՉ ˼ ໨ ԫ ึ ٙ ϓ ࡰ ͵ Ϟ ᛆ ̈ ࢩ ึ ᙄfೌ ሞ ν Оd։ ࡰึᏐЇˇӊϋɓϣίӚϞੂБ ໨ ԫ ʿ ၍ ଣ ᄴ ̈ ࢩ ٙ ઋ ر ɨdึ Ԉ ̮ ໌ ࣨ ᅰ ࢪf

• 3.4 Frequency: Meetings shall be held at least twice annually. Additional meetings may be convened if circumstances require. The external auditors may request the chairman of the Committee to convene a meeting, if they consider necessary.

3.4 ක ึ ϣ ᅰj ӊ ϋ ௰ ˇ ක ึ Շ ϣf ߰ Ϟ ה ცd̙ ̜ ක ᕘ ̮ ึ ᙄfν ̮ ໌ ࣨ ᅰ ࢪ Ⴉ މ ც ࠅd̙ ࠅ Ӌ ։ ࡰ ึ ˴ ࢩ ̜ ක ึ ᙄf

3.5 The members of the Committee may	3.5	ึ ᙄ ̙ ͟ ։ ࡰ ึ ϓ ࡰ ፋ Ԓ ̈ ࢩdא
attend meetings in person, or by	˸ ཥ ༑eཥ ɿeא Չ ˼ ̙ ᜫ ה Ϟ ̈
telephone, electronic or other means that	ࢩึᙄٙɛࡰΝࣛʿуࣛၾ࿁˙
enable all persons participating in the	๖ ஷ ٙ ˙ ό ආ БdϾ ˸ ɪ ࠑ ˙ ό ̈
meeting to communicate with each other	ࢩึᙄу஗ൖЪፋԒ̈ࢩϞᗫึᙄf
simultaneously and instantly, and
participation in a meeting in the aforesaid
manner shall be deemed to be present in
person at such meeting.
4. Written resolutions	4.	ࣣࠦӔᙄ
4.1 A resolution in writing signed by all the	4.1	຾͟։ࡰึΌ᜗ϓࡰᖦ໇ஷཀٙ
Committee members shall be as valid and	ࣣࠦӔᙄࣩၾ຾͟։ࡰึึᙄஷ
effectual as if it had been passed at a	ཀ ٙ Ӕ ᙄ ࣩ Ո Ϟ Ν ഃ ࣖ ɢdϾ Ϟ ᗫ
meeting of the Committee and may	ࣣࠦӔᙄࣩ̙͟ɓΤא˸ɪ։ࡰ
consist of several documents in like form	ึϓࡰᖦ໇ࣸόᗳЧٙε΅˖΁
each signed by one or more of the	ଡ଼ ϓf
Committee members.
5. Alternate Committee members	5.	։΂˾ڌ
5.1 A Committee member may not appoint	5.1	։ ࡰ ึ ϓ ࡰ ʔ ঐ ։ ΂ ˾ ڌf
any alternate.
6.	։ࡰึٙᛆɢ
6.1	։ ࡰ ึ ̙ ˸ Б Դ ˸ ɨ ᛆ ɢj

6. Authority of the Audit Committee

6.1 The Committee may exercise the following powers:

(a)

to seek any information it requires	(a)	Σ ͉ ʮ ̡ ʿ Չ ΂ О ڝ ᙮ ʮ ̡€Υ
from any employee of the Company	၈˜͉ ණ ྠ ™ٙ ΂ О ྇ ࡰ ʿ ਖ਼ ุ
and its subsidiaries (hereinafter	ᚥ ਪ€ ̍ ܼ ࣨ ᅰ ࢪ ॰ ՟ Չ ה ც
collectively referred to as the	ٙ ༟ ࣘe ࠅ Ӌ ɪ ࠑ ɛ ɻ ๟ ௪ ʿ
" Group") and any professional	౤ ʹ జ ѓe ̈ ࢩ ։ ࡰ ึ ึ ᙄ Ԩ
advisers (including auditors), to	౤Զהც༟ࣘʿ༆ഈ։ࡰึ౤
require any of them to prepare and	̈ ٙ ਪ ᕚi
submit reports and to attend
Committee meetings and to supply
information and address the
questions raised by the Committee;

(b) to monitor whether the Group's management has, in the performance of their duties, infringed any policies set by the Board or any applicable law, regulation and code (including the Listing Rules and other rules and regulations from time to time determined by the Board or a committee thereof);

(b)

္છ͉ණྠ၍ଣɛࡰίᄵБᔖ ਕࣛϞщ༼ˀ໨ԫึࠈɨٙ݁ ഄ א ቇ ͜ ٙ ج ܛeج ஝ ʿ ς ۆ€̍ ܼɪ̹஝ۆʿ໨ԫึאՉ։ࡰ ึ ʔ ࣛ ࠈ ͭ ٙ ஝ ۆi

(c)to investigate any activity within these terms of reference and all suspected fraudulent acts involving the Group and request the management to make investigation and submit reports;

(c) ሜݟ͉ᔖᛆᇍఖʕٙ΂Оݺਗ ʿהϞऒʿ͉ණྠٙᕿဲಜൟ ԫ΁ʿࠅӋ၍ଣᄴఱϤഃԫ΁ Ъ ̈ ሜ ݟ ʿ ౤ я జ ѓi

• (d) to oversee the Group's internal control measures and system on an ongoing basis and review the effectiveness of the Group's internal control system at least annually;

  • (d) ܵᚃ္ຖ͉ණྠٙʫ௅္၍ણ ݄ʿӻ୕Ԩ௰ˇӊϋᏨীɓϣ ͉ණྠٙʫ௅္છӻ୕݊щϞ ࣖi

• (e) to review the performance of the Group's employees in the accounting and internal audit department;

• (e) ൙ᄲ͉ණྠٙึࠇʿʫ௅ࣨᅰ ௅ ژ ྇ ࡰ ٙ ڌ ତi

  • (f) to make recommendations to the Board for the improvement of the Group's internal control system;

• (f) Σ໨ԫึ౤̈ܔᙄҷഛ͉ණྠ ʫ ௅ ္ છ ӻ ୕i

  • (g) to request the Board to dismiss any employees and/or to convene a shareholders' meeting (if necessary) for purposes of revoking the appointment of any Director if there is evidence showing that the relevant Director and/or employee has failed to discharge his duties properly;

• (g) ί Ϟ ᗇ ኽ ᜑ ͪ ༈ ໨ ԫ ʿŊא ྇ ࡰ ̰ ᔖ ࣛd ࠅ Ӌ ໨ ԫ ึ ᇦ е Ϟ ᗫ ྇ ࡰ ʿŊא ̜ ක ٰ ؇ ɽ ึ€ν Ϟ ც ࠅᇦ е Ϟ ᗫ ٙ ໨ ԫi

  • (h) to request the Board to take all necessary actions, including convening an extraordinary general meeting, to replace and dismiss the auditors of the Group;

• (h) ࠅӋ໨ԫึમ՟΂О̀ࠅБމd ̍ ܼ ̜ ක त й ٰ ؇ ɽ ึd һ ಁ ʿ ᇦ е ͉ ණ ྠ ٙ ࣨ ᅰ ࢪi

• (i) to obtain outside legal or other independent professional advice at the expenses of the Company on any matters within these terms of reference as it considers necessary and to secure the attendance of the Committee meeting of independent third party with relevant experience and expertise;

  • (i) ν ։ ࡰ ึ ᙂ ੻ Ϟ ც ࠅd ̙ ఱ ऒ ʿ͉ᔖᛆᇍఖٙԫ֝࿁̮రӋ ج ܛ א Չ ˼ ዹ ͭ ਖ਼ ุ จ Ԉd Ԩ ͟ ͉ ʮ ̡ ˕ ˹ Ϟ ᗫ ൬ ͜d ˸ ʿ ᆽڭՈ޴ᗫ຾᜕ʿਖ਼ุʑঐٙ ዹͭୋɧ˙̈ࢩ։ࡰึึᙄi

• (j) to commission reports or surveys as are necessary to assist in the performance of its duties at the cost of the Company;

  • (j) ν ։ ࡰ ึ ᙂ ੻ Ϟ ც ࠅd ̙ ։ ৄ ႡЪజѓאආБሜݟ˸՘пᄵ Б Չ ᔖ ਕd Ԩ ͟ ͉ ʮ ̡ ˕ ˹ Ϟ ᗫ ൬ ͜i

• (k) to have access to sufficient resources in order to perform its duties;

  • (k) ̙՟੻ԑ੄༟๕˸ᄵБՉᔖਕi

• (l) to review annually these terms of reference and their effectiveness in the discharge of its duties and to make recommendation to the Board any changes it considers necessary; and

(l)

ӊϋᏨী͉ᔖᛆᇍఖʿՉϞࣖ ׌ ˸ ᄵ Б Չ ᔖ பd ν ։ ࡰ ึ ᙂ ੻ Ϟ ც ࠅd ̙ Σ ໨ ԫ ึ ౤ ̈ ࡌ ҷ ܔ ᙄiʿ

(m) to exercise such powers as the
Committee may consider necessary
and expedient so that their duties
under section 7 below can be
properly discharged.
6.2 The Committee should be provided with	6.2 ։ࡰึᏐᐏԶഗ̂ԑ༟๕˸ᄵБ
sufficient resources to perform its duties.	Չ ᔖ பf
7. Duties	7. ப ΂
7.1 The duties of the Committee shall be:	7.1 ։ ࡰ ึ ࠋ ப ᄵ Б ˸ ɨ ப ΂j
Relationship with the Company's	ၾ͉ʮ̡ࣨᅰࢪٙᗫڷ
auditors

މԴ։ࡰึঐܦ຅ήੂБՉ׵ ୋ ɖ ௝ ධ ɨ ٙ ப ΂d Б Դ Չ Ⴉ މ Ϟ ც ࠅ ʿ ᛆ ֝ ٙ ᛆ ɢf

(m)

(a)

to be primarily responsible for	˴ࠅࠋபఱ̮໌ࣨᅰࢪٙ։΂e
making recommendations to the	ࠠอ։΂ʿᇦеΣ໨ԫึ౤Զ
Board on the appointment,	ܔ ᙄe ҭ ࡘ ̮ ໌ ࣨ ᅰ ࢪ ٙ ᑚ ཇ
reappointment and removal of the	ʿ ໌ ͜ ૢ ಛd ʿ ஈ ଣ ΂ О Ϟ ᗫ
external auditor, and to approve the	༈ࣨᅰࢪᗘᔖאᗘৗ༈ࣨᅰࢪ
remuneration and other terms of	ٙ ਪ ᕚi
engagement of the external auditor,
and any questions of its resignation
or dismissal;

(a)

• (b) to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;

  (b) ܲቇٙ͜ᅺ๟Ꮸীʿ္࿀̮໌ ࣨᅰࢪ݊щዹͭ܄ᝈʿࣨᅰ೻ ҏ ݊ щ Ϟ ࣖf ։ ࡰ ึ Ꮠ ׵ ࣨ ᅰ ʈЪක֐ۃ΋ၾࣨᅰࢪীሞࣨ ᅰ׌ሯʿᇍᖚʿϞᗫ͡జப΂i

• (c) where more than one audit firm is engaged, to discuss with each of the audit firms the nature and scope of the audit and reporting obligations and ensure co-ordination between audit firms before the audit commences;

  • (c) νε׵ɓ࢕̮໌ࣨᅰࢪʮ̡ਞ ၾ ࣨ ᅰ ʈ Ъ ࣛd ׵ ࣨ ᅰ ʈ Ъ ක ֐ۃ΋ၾӊɓ̮໌ࣨᅰࢪʮ̡ ীሞࣨᅰ׌ሯʿᇍᖚʿϞᗫ͡ జ ப ΂d ʿ ᆽ ڭ ˼ ࡁ ঐ ʝ ޴ ৣ Υi

• (d) to develop and implement policy on engaging an external auditor to supply non-audit services. For this purpose, "external auditor" includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The Committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed;

• (d) ఱ̮໌ࣨᅰࢪ౤Զڢࣨᅰ؂ਕ Փ ֛ ݁ ഄd Ԩ ʚ ˸ ੂ Бf ఱ Ϥ ஝ ֛ Ͼ Ԋd˜ ̮ ໌ ࣨ ᅰ ࢪ ™̍ ܼ ၾࠋபࣨᅰٙʮ̡ஈ׵Νɓછ Փ ᛆe ה Ϟ ᛆ א ၍ ଣ ᛆ ʘ ɨ ٙ ΂ О ዚ ࿴d א ɓ ࡈ Υ ଣ ٝ ઄ ה Ϟ Ϟ ᗫ ༟ ࣘ ٙ ୋ ɧ ˙d ί Υ ଣ ઋرɨึᓙ֛༈ዚ࿴᙮׵༈ࠋ பࣨᅰٙʮ̡͉ٙɺא਷ყุ ਕ ٙ ɓ ௅ ΅ ٙ ΂ О ዚ ࿴f ։ ࡰ ึᏐఱ΂О඲મ՟Бਗאҷഛ ٙԫධΣ໨ԫึజѓԨ౤̈ܔ ᙄi

Review of the Company's financial information

ᄲቡ͉ʮ̡ٙৌਕ༟ࣘ

(e)	to monitor the integrity of the	္࿀͉ʮ̡ٙৌਕజڌ˸ʿϋ
Company's financial statements and	ܓ జ ѓ ʿ ሪ ͦeʕ ಂ జ ѓ ʿ€߰
annual report and accounts, interim	Ꮭ ̊ ೯֙ ܓ జ ѓ ٙ ҁ ዆ ׌dԨ
report and, if prepared for	ᄲቡజڌʿజѓה༱Ϟᗫৌਕ
publication, quarterly reports, and to	͡ జ ٙ ࠠ ɽ จ Ԉi
review significant financial reporting
judgments contained in them;

(e)

(f) in reviewing these reports (the	(f) ίΣ໨ԫึ౤ʹϞᗫజڌʿజ
Company's annual report and	ѓ€͉ ʮ ̡ ٙ ϋ ܓ జ ѓ ʿ ሪ ͦe
accounts, interim report and, if	ʕ ಂ జ ѓ ʿ€߰ Ꮭ 䁙 ೯֙ ܓ జ ѓ
prepared for publication, quarterly	ۃd ։ ࡰ ึ Ꮠ त й ০ ࿁ ɨ ΐ ԫ
report) before submission to the	ධ ̋ ˸ ᄲ ቡj
Board, the Committee should focus
particularly on:

(i) any changes in accounting policies and practices;

(i) ึࠇ݁ഄʿྼਕٙ΂Оһ ҷi

(ii)major judgmental areas;

• (ii) ऒ ʿ ࠠ ࠅ к ᓙ ׌ ٙ ή ˙i

  • (iii) significant adjustments resulting from the audit;

• (iii) Ϊ ࣨ ᅰ Ͼ ̈ ତ ٙ ࠠ ɽ ሜ ዆i

  • (iv) the going concern assumption and any qualifications;

• (iv) ܵᚃ຾ᐄٙ৿ணʿ΂Оڭ व จ Ԉi

  • (v) compliance with accounting standards;

• (v) ݊ щ ፭ ς ึ ࠇ ๟ ۆi

  (vi) compliance with the Listing
  Rules and legal requirements in
  relation to financial reporting;
  (vii) the fairness and reasonableness	(vii) ᗫஹʹ׸τર݊щ᙮ʮ̻
  of any connected transaction	Υଣʿ࿁͉ණྠޮлٙᅂ
  and the impact of such	ᚤ ʿ ༈ ഃ ᗫ ஹ ʹ ׸dν Ϟd
  transaction on the profitability	݊щܲ๫Ϟᗫ՘ᙄٙૢಛ
  of the Group and whether such	Ͼ ੂ Бi
  connected transactions, if any,
  have been carried out in
  accordance with the terms of the
  agreement governing such
  transactions;
  (viii) whether all relevant items have	(viii) ݊щהϞ޴ᗫධͦʊԑ੄
  been adequately disclosed in the	ήמᚣ׵͉ණྠٙৌਕజ
  Group's financial statements	ڌdʿ Ϟ ᗫ מ ᚣ ݊ щ ̙ ˸ ʮ
  and whether the disclosures give	̻ή͉࢝ͪණྠٙৌً݁
  a fair view of the Group's	رi
  financial conditions;
  (ix) any significant or unusual items
  that are, or may need to be,
  reflected in such reports and
  accounts; and

  ί༈ഃజѓʿሪͦʕהˀ ݈אცˀ݈ٙ΂Оࠠɽא ʔ ర ੬ ධ ͦiʿ

• (vi) ݊щ፭ςϞᗫৌਕ͡జٙ ɪ ឈ ஝ ۆ ʿ ج ܛ ஝ ֛i

(ix)

(x) the cashflow position of the

Group;

and to provide advice and comments thereon to the Board;

(x) ͉ ණ ྠ ତ ږ ݴ ඎ ٙ ً رi

ԨఱϤΣ໨ԫึ౤Զܔᙄʿจ Ԉi

• (g) in regard to (f) above:

  (g) ఱɪࠑ (f) ධ Ͼ Ԋj

  • (i) members of the Committee should liaise with the Board and senior management of the Group and the Committee must meet, at least twice a year, with the Company's auditors; and

    (i) ։ࡰึϓࡰᏐၾ໨ԫึʿ ͉ණྠٙ৷ॴ၍ଣɛࡰᑌ ᖩf։ ࡰ ึ ඲ Ї ˇ ӊ ϋ ၾ ͉ ʮ ̡ ٙ ࣨ ᅰ ࢪ ක ึ Շ ϣiʿ

  • (ii) the Committee should consider any significant or unusual items that are, or may need to be, reflected in the reports and accounts, it should give due consideration to any matters that have been raised by the Company's staff responsible for the accounting and financial reporting function, compliance officer or auditors;

  (ii) ։ࡰึᏐϽᅇ׵༈ഃజѓ ʿሪͦʕהˀ݈אცˀ݈ ٙ ΂ О ࠠ ɽ א ʔ ర ੬ ԫ ධd ԨᏐቇ຅Ͻᅇ΂О͉͟ʮ ̡᙮ɨึࠇʿৌਕිజᔖ ࡰe္ ࿀ ˴ ΂ א ࣨ ᅰ ࢪ ౤ ̈ ٙ ԫ ධi

• (h) to discuss problems and reservations with the auditors arising from the interim and final audits, and any matters the auditors may wish to discuss (in the absence of management where necessary);

(h)

ၾࣨᅰࢪীሞʕಂ൙ᄲʿϋܓ ᄲࠇה༾ɪٙਪᕚʿЪ̈ٙڭ वe ʿ ࣨ ᅰ ࢪ Ⴉ މ Ꮠ ຅ ী ሞ ٙ Չ ˼ ԫ ධ€ ၍ ଣ ᄴ ̙ ঐ ܲ ઋ ر Ͼ ඲ ᒒ ࢩ Ϥ ഃ ী ሞi

Oversight of the Company's financial reporting system and internal control system

္၍͉ʮ̡ৌਕ͡జՓܓʿʫ௅ ္છӻ୕

(i)	to review the Company's financial	Ꮸী͉ʮ̡ٙৌਕ္છʿᏨী
controls and to review the	͉ ʮ ̡ ٙ ʫ ௅ ္ છ ӻ ୕i
Company's internal control system;

(i)

(j) to discuss the internal control system with management to ensure that management has performed its duty to have effective system. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company's accounting and financial reporting function;

(j)

ၾ၍ଣᄴীሞʫ௅္છӻ୕d ᆽڭ၍ଣᄴʊᄵБᔖபܔͭϞ ࣖ ٙ ӻ ୕f ী ሞ ʫ ࢙ Ꮠ ̍ ܼ ͉ ʮ̡ίึࠇʿৌਕිజᔖঐ˙ ࠦ ٙ ༟ ๕e ࡰ ʈ ༟ ዝ ʿ ຾ ᜕ ݊ щ ԑ ੄d ˸ ʿ ࡰ ʈ ה ટ ա ٙ ੃ ৅ሙ೻ʿϞᗫཫၑ݊щ̂ԑi

• (k) to consider major investigation findings on internal control matters as delegated by the Board or on its own initiative and management's response to these findings;

  (k) ˴ ਗ א Ꮠ ໨ ԫ ึ ٙ ։ ݼd ఱ Ϟ ᗫʫ௅္છԫ֝ٙࠠࠅሜݟഐ ؈ʿ၍ଣᄴ࿁ሜݟഐ؈ٙΫᏐ ආ Б ޼ Ӻi

• (l) where an internal audit function exists, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor its effectiveness;

  • (l) ν ؈ ண Ϟ ʫ ௅ ᄲ ࠇ ̌ ঐd ඲ ᆽ ڭʫ௅ձ̮໌ࣨᅰࢪʈЪ੻Ց ՘ ሜe ɰ ඲ ᆽ ڭ ʫ ௅ ᄲ ࠇ ̌ ঐ Ϟ ԑ ੄ ༟ ๕ ༶ Ъi Ԩ ˲ ί ͉ ʮ ̡ ʫ ௅ Ϟ ቇ ຅ ٙ ή Зi ˸ ʿ Ꮸ ী ʿ ္ ࿀ Չ ϓ ࣖi

• (m) to review the Group's financial and accounting policies and practices;

  • (m) Ꮸী͉ණྠٙৌਕʿึࠇ݁ഄ ʿ ྼ ਕi

• (n) to review the external auditor's management letter, any material queries raised by the auditor to management about accounting records, financial accounts or systems of control and management's response;

• (n) Ꮸ ݟ ̮ ໌ ࣨ ᅰ ࢪ ഗ ʚ ၍ ଣ ᄴ ٙᄲ ࣨ ઋ ر Ⴍ ׼ Ռ ΁'eࣨ ᅰ ࢪ ఱ ึ ࠇ ߏ ፽e ৌ ਕ ሪ ͦ א ္ છ ӻ ୕ Σ၍ଣᄴ౤̈ٙ΂Оࠠɽဲਪ ʿ ၍ ଣ ᄴ Ъ ̈ ٙ Ϋ Ꮠi

  • (o) to ensure that the Board will provide a timely response to the issues raised in the external auditor's management letter;

• (o) ᆽڭ໨ԫึʿࣛΫᏐ׵̮໌ࣨ ᅰ ࢪ ഗ ʚ ၍ ଣ ᄴ ٙ ᄲ ࣨ ઋ ر Ⴍ ׼ Ռ ΁'ʕ ౤ ̈ ٙ ԫ ֝i

  • (p) to conduct exit interviews with any Director, financial controller and internal control manager or internal audit manager upon their resignation in order to ascertain the reasons for his/their departure;

• (p) ׵ ໨ ԫe ৌ ਕ ᐼ ္ ʿ ʫ ௅ ္ છ ຾ଣאʫ௅ࣨᅰ௅ژ˴၍ᕎᔖ ࣛd ટ Ԉ Ϟ ᗫ ɛ ࡰ Ԩ ᐝ ༆ Չ ᕎ ᔖ ࡡ Ϊi

• (q) to prepare work reports for presentation to the Board and to prepare summary of work reports for inclusion in the Group's interim and annual reports;

  (q) ఱಂʫٙʈЪণᏝజѓʿ฿ࠅ జ ѓi ۃ ٫ ʹ ໨ ԫ ึ ᄲ ቡd ܝ ٫̊׵͉ණྠٙʕಂʿϋܓజ ѓi

• (r) to consider the appointment of any person to be a Committee member, auditors and accounting staff either to fill a casual vacancy or as an additional Committee member, auditors and accounting staff or dismissal of any of them;

• (r) Ͻᅇ։΂΂ОɛɻЪމᄲࣨ։ ࡰ ึ ϓ ࡰe ࣨ ᅰ ࢪe ৌ ਕ ʈ Ъ ɛ ࡰd ˸ ෬ ໾ ٤ ॹ א ᄣ ண Ϟ ᗫ ᔖਕאϽᅇᇦеɪࠑ΂Оɛɻi

  • (s) to report to the Board on the matters set out above;

• (s) ఱ ɪ ࠑ ԫ ֝ Σ ໨ ԫ ึ ි జi

  • (t) to review arrangements employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The Committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action;

• (t) Ꮸী͉ʮ̡ண֛ٙ˸ɨτરj ͉ʮ̡྇ࡰ̙ฮʕఱৌਕිజe ʫ௅္છאՉ˼˙̙ࠦঐ೯͛ ٙ ʔ ͍ ຅ Б މ ౤ ̈ ᗫ ءf ։ ࡰ ึ Ꮠ ᆽ ڭ Ϟ ቇ ຅ τ રd ᜫ ͉ ʮ ̡࿁Ϥഃԫ֝Ъ̈ʮ̻ዹͭٙ ሜ ݟ ʿ મ ՟ ቇ ຅ Б ਗi

  • (u) to act as the key representative body for overseeing the Company's relations with the external auditor;

• (u) ዄ΂͉ʮ̡ၾ̮໌ࣨᅰࢪʘග ٙ ˴ ࠅ ˾ ڌd ࠋ ப ္ ࿀ ɚ ٫ ʘ ග ٙ ᗫ ڷi

  • (v) to consider and implement other matters, as defined or assigned by the Board from time to time.

• (v) ϽᅇʿੂБ໨ԫึʔࣛޢ֛א ։ ݼ ٙ Չ ˼ ԫ ධf

8. Veto rights of the Committee

8. ։ࡰึٙщӔᛆ

8.1 The Committee has the following veto	8.1 ኋ ၍ ʊ ᐏ ໨ ԫ ึ ҭ ࡘd։ ࡰ ึ ఱ ɨ
rights notwithstanding approval by the	ΐ ԫ ධ Ϟ щ Ӕ ᛆf͉ ණ ྠ ʔ ঐ ੂ Б
Board. The Group cannot implement any	։ ࡰ ึ щ Ӕ ٙ ˸ ɨ ԫ ઋj
of the following matters which has been
vetoed by the Committee:

(a) to approve any connected transaction within the meaning of the Listing Rules which requires an independent shareholders' vote (unless the approval of such connected transaction is made conditional on the obtaining of the approval of the independent non-executive Directors and the independent shareholders); and

(a) ҭࡘ΂О᙮ɪ̹஝ۆהޢ֛ʿ ඲຾ཀዹٰͭ؇ҭࡘʑ̙ආБ ٙ ᗫ ஹ ʹ ׸€ ν ؈ ҭ ࡘ Ϥ ഃ ʹ ׸ ݊ Ϟ ૢ ΁ ׌ ٙd Ͼ ૢ ΁ ݊ ͉ ʮ̡ዹͭڢੂБ໨ԫʿዹٰͭ ؇ ҭ ࡘ Ϟ ᗫ ʹ ׸d ۆ ʔ ί Ϥ ࠢfiʿ

(b)to employ or dismiss the Group's financial controller or the internal audit manager.

(b)

໌͜אᇦе͉ණྠٙৌਕᐼ္ א ʫ ௅ ࣨ ᅰ ௅ ژ ˴ ၍f

9.

Minutes and reporting procedures

9.

ึᙄߏ፽ʿිజ೻ҏ

9.1 The secretary shall, at the beginning of	9.1 ।ࣣᏐίӊϣึᙄක֐ࣛݟਪ݊
each meeting, ascertain and record the	щϞ΂Олूላ߉Ԩা፽ίึᙄ
existence of any conflicts of interest and	ߏ ፽ ʕfϞ ᗫ ٙ ։ ࡰ ึ ึ ࡰ ਗ਼ ʔ ࠇ
minute them accordingly. The relevant	ɝ ج ֛ ɛ ᅰ ʫeϾ ৰ ڢ ɪ ̹ ஝ ۆ ڝ
member of the Committee shall not be	፽ ɧ ڝ ൗ ɓ ቇ ͜d޴ ᗫ ։ ࡰ ఱ ˼ א
counted towards the quorum and he must	Չ΂ОᑌӻɛϞࠠɽлूٙ։ࡰ
abstain from voting on any resolution of	ึ Ӕ ᙄ ̀ ඲ ׳ ૝ ҳ ୃf
the Committee in which he or any of his
associates has a material interest, unless
the exceptions set out in note 1 to
Appendix 3 to the Listing Rules apply.

9.2 Full minutes of Committee meetings	9.2 ։ࡰึٙҁ዆ึᙄߏ፽Ꮠ͍͟ό
shall be kept by a duly appointed	։ ΂ ٙ ึ ᙄ । ࣣ€ஷ ੬ މ ʮ ̡ । ࣣ
secretary of the meeting (who should	ڭ πfึ ᙄ ߏ ፽ ٙ ڋ ᇃ ʿ ௰ ܝ ֛ ᇃ
normally be the company secretary).	Ꮠ ί ึ ᙄ ܝ ɓ ݬ Υ ଣ ࣛ ග€ɓ ছ ܸ
Draft and final versions of minutes of the	։ࡰึึᙄഐҼܝٙ 14 ˂ ʫ ʫ ΋
Committee meetings should be sent to all	ܝ ೯ ৔ ։ ࡰ ึ Ό ᜗ ϓ ࡰdڋ ᇃ Զ ϓ
Committee members for their comment	ࡰ ڌ ༺ จ Ԉd௰ ܝ ֛ ᇃ Ъ Չ ߏ ፽ ʘ
and records respectively within a	͜fึ ᙄ ߏ ፽ ᐏ ᖦ ໇ ܝd। ࣣ Ꮠ ਗ਼
reasonable time after the meeting	։ࡰึٙึᙄߏ፽ձజѓෂቡʚ
(generally, meaning within 14 days after	໨ ԫ ึ ה Ϟ ϓ ࡰf
the meeting). Once the minutes are
signed, the secretary shall circulate the
minutes and reports of the Committee to
all members of the Board.
9.3 The secretary of the Committee shall	9.3 ։ࡰึ।ࣣᏐਗ਼ఱ͉ʮ̡ӊࡈৌ
keep records of minutes of all meetings	݁ϋܓʫ։ࡰึהϞึᙄٙึᙄ
of the Committee held during each	ߏ ፽ π Ꮶd˸ ʿ Ո Τ ߏ ፽ ΢ ϓ ࡰ ί
financial year of the Company and	༈ৌ݁ϋܓʫ׵։ࡰึึᙄٙ̈
records of attendance of members of the	ࢩ ଟf
Committee, by name, at the Committee
meetings held during that financial year.
10. Reporting responsibilities	10. ිజப΂
10.1 The Committee shall report to the Board	10.1 ։ࡰึᏐ׵ӊϣ։ࡰึึᙄܝΣ
after each meeting of the Committee and	໨ԫึЪ̈ිజʿᏐΣ໨ԫึි
shall report back to the Board on their	జ Չ Ӕ ֛ א ܔ ᙄdৰ ڢ ։ ࡰ ึ ա ج
decisions or recommendations, unless	ܛא္၍ࠢՓהࠢϾʔঐЪϤි
there are legal or regulatory restrictions	జ€Է ν Ϊ ္ ၍ ஝ ֛ Ͼ ࠢ Փ מ ᚣf
on their ability to do so (such as a
restriction on disclosure due to regulatory
requirements).
11. Annual general meeting	11. ٰ؇մϋɽึ
11.1 The chairman of the Committee or in his	11.1 ։ ࡰ ึ ٙ ˴ ࢩdא ί ։ ࡰ ึ ˴ ࢩ ॹ
absence, another member of the	ࢩ ࣛ ͟ ̤ ɓ Τ ։ ࡰ€א ν ༈ Τ ։ ࡰ
Committee or failing this, his duly	͊ ঐ ̈ ࢩd ۆ Չ ቇ ຅ ։ ΂ ٙ ˾ ڌ
appointed delegate, shall attend the	Ꮠ ̈ ࢩ ͉ ʮ ̡ ٙ ٰ ؇ մ ϋ ɽ ึdԨ
annual general meeting of the Company	ఱ։ࡰึٙݺਗʿՉᔖபίٰ؇
and be prepared to answer questions at	մ ϋ ɽ ึ ɪ Ϋ Ꮠ ਪ ᕚf
the annual general meeting on the
Committee's activities and their
responsibilities.

11.2 Company's management should ensure	11.2 ͉ʮ̡ٙ၍ଣᄴᏐᆽڭ̮໌ࣨᅰ
the external auditor attend the annual	ࢪ ̈ ࢩ ٰ ؇ մ ϋ ɽ ึdΫ ഈ Ϟ ᗫ ᄲ
general meeting to answer questions	ࠇ ʈ Ъdᇜ Փ ࣨ ᅰ ࢪ జ ѓ ʿ Չ ʫ ࢙d
about the conduct of the audit, the	ึࠇ݁ഄ˸ʿࣨᅰࢪٙዹͭ׌ഃ
preparation and content of the auditors'	ਪ ᕚf
report, the accounting policies and
auditor independence.
12. Continuing application of the articles	12. ͉ʮ̡ଡ଼ᔌ௝೻ٙܵᚃቇ͜
of association of the Company
12.1 W h e r e t h e r e i s n o s p e c i f i c a t i o n i n	12.1 ఱ ۃ ˖ ͊ Ϟ Ъ ̈ ஝ ᇍdШ ͉ ʮ ̡ ௝
previous provisions, the articles of	೻୚ۆЪ̈ə஝ᇍ໨ԫึึᙄʿ
association of the Company regulating	ᙄ ԫ ೻ ҏ ٙ ஝ ֛dί ̙ Б ٙ ઋ ر ɨ
the meetings and proceedings of the	ቇ͜׵։ࡰึٙึᙄʿᙄԫ೻ҏf
Board shall, where feasible, apply to the
meetings and proceedings of the
Committee.
13. Powers of the Board	13. ໨ԫึᛆɢ
13.1 The Board may, subject to compliance	13.1 ͉ᔖᛆᇍఖהϞ஝ۆʿ։ࡰึஷ
with the articles of association of the	ཀ ٙ Ӕ ᙄd̙ ˸ ͟ ໨ ԫ ึ ί ʔ ༼ ˀ
Company and the Listing Rules	ʮ ̡ ௝ ೻ ʿ ɪ ̹ ஝ ۆ ٙ ۃ ౤ ɨ€̍
(including the Corporate Governance	ܼɪ̹஝ۆʘڝ፽ɤ̬ה༱ٙΆ
Code set out in Appendix 14 to the	ุ၍طςۆא͉ʮ̡ІБՓ֛ٙ
Listing Rules or if adopted by the	Ά ุ ၍ ط ੬ ஝ ς ۆ€ν ஗ મ ͜dЪ
Company, the Company's own code of	̈ ࡌ ࠈe໾ ̂ ʿ ᄻ ৰdઓ ࿁ ͉ ᔖ ᛆ
corporate governance practices), amend,	ᇍఖʿ຾։ࡰึஷཀٙӔᙄࣩה
supplement and revoke these terms of	Ъ ̈ ٙ ࡌ ࠈe໾ ̂ ʿ ᄻ ৰdʔ ึ ኬ
reference and any resolution passed by	ߧ͉։ࡰึί͉ᔖᛆᇍఖא຾։
the Committee provided that no	ࡰ ึ ஷ ཀ ٙ Ӕ ᙄ ࣩ ͊ ຾ ࡌ ࠈe໾ ̂
amendments or supplements to and	ʿᄻৰۃ͉᙮ϞࣖٙБމʿ։ࡰ
revocation of these terms of reference	ึ Ӕ ᙄ ࣩ ̰ ̘ ࣖ ɢf
and the resolutions passed by the
Committee shall invalidate any prior act
and resolutions of the Committee which
would have been valid if such terms of
reference or resolutions had not been
amended, supplemented or revoked.

14. Publication of the terms of reference of the Committee

14. ։ࡰึᔖᛆᇍఖٙ̊೮

14.1 The Committee should make available its terms of reference, explaining its role and the authority delegated to it by the Board by including them on the websites of the Company and The Stock Exchange of Hong Kong Limited.

Adopted on 3 December 2013

(amended on 21 August 2015, 13 December 2018 and 29 March 2021 respectively)

׵ 2013 ϋ 12 ˜ 3 ˚મॶ €ʱ й ׵ 2015 ϋ 8 ˜ 21 ˚d2018 ϋ 12 ˜ 13 ˚ ʿ 2021 ϋ 3 ˜ 29 ˚ ࡌ ࠈ

14.1 ։ࡰึᏐί͉ʮ̡ʿ࠰ಥᑌΥʹ ׸הϞࠢʮ̡ٙၣ१ʮකՉᔖᛆ ᇍ ఖd༆ ᙑ Չ ԉ Ѝ ʿ ໨ ԫ ึ ᔷ બ ʚ Չ ٙ ᛆ ɢf