031c2b02-ead9-423c-93f5-cde3ea3931fc.pdf





SINOSOFT TECHNOLOGY GROUP LIMITED

中 國 擎 天 軟 件 科 技 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1297)

(the "Company")


Audit Committee - Terms of Reference


  1. Members


    1. The audit committee should be established by the board of the Company ("Board") and it should comprise a minimum of three members.


    2. The audit committee should comprise non-executive directors only. The majority of the audit committee members must be independent non-executive directors of the Company, and at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise.


    3. The audit committee must be chaired by an independent non-executive director and appointed by the Board.


    4. If the audit committee comprise a non-executive director, a former partner of the issuer's existing auditing firm should be prohibited from acting as a member of its audit committee for a period of one year from the date of his/her ceasing (a) to be a partner of the firm; or (b) to have any financial interest in the firm, whichever is the later.


    5. The terms of appointment of audit committee members are determined by the Board at the appointment date.

    6. Secretary


      1. The company secretary of the company shall act as the secretary of the audit committee.


      2. The audit committee may from time to time, appoint any other person with appropriate qualification and experience to act as the secretary of the audit committee.


      3. Meetings


        1. The audit committee should meet at least twice a year. The external auditors of the Company can call for a meeting if necessary.


        2. Notice of at least 14 days should be given for any meeting, unless such notification is waived by all members of the audit committee. Notwithstanding the notification period, the attendance of the member of the committee at the meeting would deemed to be treated as the waiver of the required notification requirement. If the follow up meeting takes place within 14 days after the meeting, then no notification is required for such follow up meeting.


        3. The quorum necessary for the transaction of business of the audit committee shall be two members of the audit committee, one of whom must be an independent non-executive director.


        4. Meeting can be attended in person or via electronic means including telephonic or videoconferencing. The members of the audit committee can attend the meeting via telephonic or any similar communication device (all persons attending such meeting should be able to hear from such member via such communication device).


        5. The resolution of the audit committee should be passed by more than half of the members.


        6. The resolution passed and signed by all members is valid, and the validity is same as any resolution passed in the meeting held.


        7. Full minutes of audit committee meeting should be kept by a duly appointed secretary of the audit committee. Draft and final versions of minutes of the meeting should be sent to all committee members for their comments and records, within a reasonable time after the meeting.

        8. Meeting attendance


          1. The members of the audit committee should meet, at least twice a year, with the Company's auditors without the attendance from the executive directors (except for the one invited by the audit committee).


          2. Upon the invitation from the audit committee, the following persons can attend the meeting: (i) Head of internal audit department or (if absence) the representative from internal audit department; (ii) Group financial controller (or equivalent); and (iii) the other Board members.


          3. Only the members of audit committee can vote in the meeting.


          4. Annual General Meetings


            1. The chairman or chairlady of an audit committee or (if absent) the other member of an audit committee (must be an independent non-executive director) should attend the annual general meeting of the Company, handle the shareholders' enquiry on the activities and responsibilities related to the audit committee.


            2. Duties and Powers


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


              1. Relationship with the Company's external auditors


                1. to 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 question of its resignation or dismissal;


                2. to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standard. The audit committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;

                3. to develop and implement policy on the 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


                4. to report to the Board, identifying and making recommendations on any matters where action or improvement is needed.


                5. Review of the Company'sfinancial information


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


                    1. any changes in accounting policies and practices;


                    2. major judgemental areas;


                    3. significant adjustments resulting from audit;


                    4. the going concern assumptions and any qualifications;


                    5. compliance with accounting standards; and


                    6. compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules") and legal requirements in relation to financial reporting; and


                    7. Regarding 6.2.1 above:


                      1. members of the audit committee should liaise with the Board and senior management and the audit committee must meet, at least twice a year, with the Company's auditors; and

                      Sinosoft Technology plc issued this content on 2015-12-23 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-23 00:57:15 UTC

                      Original Document: http://www.sinosoft-technology.com/InvestorRelations/AC/201512/20151223_743.pdf