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International Elite : TERMS OF REFERENCE OF THE AUDIT COMMITTEE (the "Committee")【PDF file】

12/31/2018 | 06:54am EDT



(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1328)

(the "Company")


(the "Committee")

Amended by the Board on 31 December 2018

1. Membership

  • 1.1 The Committee shall be appointed by the board (the "Board") of directors (the "Directors") of the Company from amongst the non-executive Directors and shall consist of not less than three members, at least one of whom shall be an independent non-executive Director with appropriate professional qualifications or accounting or related financial management expertise as required under Rule 3.10(2) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

  • 1.2 The majority of the members of the Committee shall be independent non-executive Directors.

  • 1.3 The Chairman of the Committee shall be appointed by the Board and shall be an independent non-executive Director.

  • 1.4 A former partner of the Company's existing auditing firm should be prohibited from acting as a member of the Company's audit committee for a period of two years from the date of his ceasing to be a partner of the firm or to have any financial interest in the firm, whichever is later.

  • 1.5 The Company Secretary of the Company shall be the secretary of the Committee.

  • 1.6 The Committee may from time to time appoint any other person with appropriate qualification and experience to act as the secretary of the Committee.

  • 2. Frequency and proceedings of meetings

    • 2.1 Meetings shall be held not less than two times a year. Additional meetings should be held as and when the work of the Committee demands.

    • 2.2 The Chairman of the Committee may convene additional meetings at his discretion.

    • 2.3 The external auditors may request a meeting with the Committee if they consider it necessary.

    • 2.4 The quorum of a meeting shall be two members of the Committee.

    • 2.5 Proceedings of meetings of the Committee shall be governed by the relevant provisions of the articles of association of the Company (as amended from time to time) or such proceedings of meetings as adopted by the Company from time to time.

  • 3. Attendance at meetings

    • 3.1 At the invitation by the Committee, the following persons may attend the meeting:

      • (a) the Chief Financial Officer of the Company (or any officer(s) assuming the relevant functions but having a different designation);

      • (b) a representative of the external auditors of the Company;

      • (c) where an internal audit function exists, the head of internal audit or a representative from internal audit; and

      • (d) other members of the Board or other persons.

    • 3.2 Only the Committee members are entitled to vote at the meetings.

  • 4. Annual general meetings

    4.1 The Chairman of the Committee shall attend the annual general meetings of the

    Company and be prepared to respond to any shareholder questions on the Committee's activities and responsibilities. If the Chairman of the Committee is unable to attend, a member of the Committee (who must be an independent non-executive Director) shall attend the annual general meeting of the Company. Such person shall be prepared to respond to any shareholder questions on the Committee's activities and responsibilities.

  • 5. Duties, powers and functions

    The Committee is responsible for reviewing and monitoring the financial reporting, risk management and internal control systems of the Company, and assist the Board to fulfill its responsibility over the audit. The Committee's duties and powers should include:

    5.1 Relationship with the Company's Auditors

    • (a) be primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal;

    • (b) 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 external auditor the nature and scope of the audit and reporting obligations before the audit commences;

    • (c) 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; and

    • (d) report to the Board, identifying and making recommendations on any matters where action or improvement is needed.

  • 5.2 Review of the Company's financial information

    • (a) monitor integrity of the Company's financial statements and annual report and accounts, half-year report and, if prepared for publication, and review significant financial reporting judgements contained in them. In reviewing these reports before submission to the Board, the Committee should focus particularly on:

      • (i) any changes in accounting policies and practices;

      • (ii) major judgmental areas;

      • (iii) significant adjustments resulting from audit;

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

      • (v) compliance with accounting standards; and

      • (vi) compliance with the Listing Rules and legal requirements in relation to financial reporting;

    • (b) with regard to paragraph (a) above,

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

      • (ii) the Committee should consider any significant or unusual items that are, or may need to be, reflected in the report and accounts; and 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;

  • 5.3 Overseeing of the Company's financial reporting system, risk management and internal control systems

    (a) review the Company's financial controls, and unless expressly addressed by a separate risk committee of the Board, or by the Board itself, to review the Company's risk management and internal control systems;

  • (b) discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. 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;

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

  • (d) 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;

  • (e) review the financial and accounting policies and practices of the Company and its subsidiaries (the "Group");

  • (f) 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;

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

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

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


International Elite Ltd. published this content on 31 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 31 December 2018 11:53:00 UTC

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