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MEMBERS OF THE AUDIT COMMITTEE
Mr. Cheung Wing Ping (Chairman)
Mr. Chui Kark Ming
Mr. Ma Ka Ki
Mr. Hung Cho Sing
Mr. Chan Hak Kan

TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
(adopted on 22nd September, 2004, revised on 17th March, 2005 , 16th December, 2008 and 1st January 2016)


Constitution

1.The Board resolved to establish a Committee of the Board to be known as the Audit Committee (the "Committee")..

Membership

2.The Committee members shall be appointed by the Board from amongst the Non-Executive Directors of the Company and shall consist of not less than three members, a majority of whom should be independent (including at least one independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as defined under rule 3.10(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")). A quorum shall be two members.

3.The Chairman of the Committee shall be appointed by the Board and should be an independent director..

Attendance at meetings

4.The Chief Financial Officer, the internal auditor or his representative and a representative of the external auditors shall normally attend meetings. However, at least once a year the Committee shall meet with the external and internal auditors without the management present.

5.The company secretary or his representative shall be the secretary of the Committee.

Frequency of meetings

6.Meetings shall be held not less than twice a year. The external auditors may request a meeting if they consider that one is necessary.

Authority

7.The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

8.The The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.y.

9.The Committee is to serve as a focal point for communication between other directors, the external auditors and the internal auditor of the Company as regards their duties relating to financial and other reporting, risk management and internal control systems, external and internal audits and such other financial and accounting matters as the Board determines from time to time.

10.The Committee is to assist the Board in providing an independent review of the effectiveness of the financial reporting process, risk management and internal control systems of the Company and its subsidiaries (the "Group"), overseeing the audit process, reviewing the completeness, accuracy, clarity and fairness of the Company's financial statements, considering the scope, approach and nature of both internal and external audit reviews and reviewing and monitoring connected transactions and performing other duties and responsibilities as may be assigned by the Board from time to time.

Duties

11.The duties of the Committee shall include :
  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 questions 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 standards. The Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences and ensure co-ordination where more than one audit firm is involved;

  3. 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;

  4. 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 judgments contained in them. In reviewing these reports before submission to the Board, the Committee should focus particularly on:
    1. any changes in accounting policies and practices;

    2. major judgmental 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 Listing Rules and legal requirements in relation to financial reporting;

  5. Regarding (d) above:
    1. members of the Committee should liaise with the Board and senior management and the Committee must meet, at least twice a year, with the Company's auditors; and

    2. 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;

  6. to review the Company's financial controls and the risk management and internal control systems;

  7. to 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;

  8. to 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;

  9. to discuss problems and reservations arising from the interim review and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary);

  10. to review the external auditor's management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of controls and management's response;

  11. to review the Company's statement on risk management and internal control systems (where one is included in the corporate governance report) prior to endorsement by the Board;

  12. where an internal audit function exists, to review the internal audit programme, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has approprate standing within the Company, and to review and monitor its effectiveness;

  13. to ensure that the Board will provide a timely response to the issues raised in the external auditor's management letter;

  14. to report to the Board on the matters in this terms of reference of the Committee;

  15. to review the Group's financial and accounting policies and practices;

  16. to review arrangements that 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;

  17. to act as the key representative body for overseeing the Company's relations with the external auditor; and;

  18. to consider other topics, as defined by the Board;
Reporting procedures

12.The secretary or his representative shall circulate the minutes of meetings and reports of the Committee to all members of the Board.