These terms of reference are prepared in Chinese and English. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.
中國中盛資源控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 02623) ("Company")Audit Committee Terms of Reference
1. Organization1. The board ("Board") of directors ("Directors") of the Company has resolved to set up an audit committee of the Board ("Committee").
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Membership
Members of the Committee 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 non-executive Directors. At least one member is an independent non-executive Director with appropriate professional qualifications or accounting or related financial management expertise as required in rule 3.10(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
The chairman of the Committee shall be appointed by the Board and shall be an independent non-executive Director.
The company secretary of the Company shall be the secretary of the Committee.
If any member of the Committee ("Member") ceases to be a Director, he/she will cease to be a Member automatically. The vacancy will be filled by appointment of new Member by the Board.
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 1 year from the date of his or her ceasing:
to be a partner of the auditing firm; or
to have any financial interest in the auditing firm. whichever is later to occur.
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Proceedings of the Committee
Notice:
Unless otherwise agreed by all the Committee members, a meeting shall be called by giving at least seven days' notice.
A Committee member may and, on the request of a Committee member, the secretary to the Committee shall, at any time summon a Committee meeting. Notice shall be given to each Committee member in person orally or in writing or by telephone or by email or by facsimile transmission at the telephone or facsimile 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.
Any notice given orally shall be confirmed in writing as soon as practicable and before the meeting.
Notice of meeting shall state the purpose, time and place of the meeting and shall be accompanied by an agenda together with other documents which may be required to be considered by the members of the Committee for the purposes of the meeting. In respect of regular meetings of the Committee to be held as mentioned in clause 3.4 below, and so far as practicable for all other meetings of the Committee, the agenda and accompanying papers shall be sent in full to all the members of the Committee in a timely manner and at least 3 days before the intended date of the meeting of the Committee (or such other period as all the Committee members may agree).
Quorum: The quorum of the Committee meeting shall be two members of the Committee.
Attendance: The finance Director, the head of internal audit (or any officer(s) assuming the relevant functions but having a different designation) and a representative of the external auditors shall normally attend meetings. Other Board members shall also have the right of attendance. However, at least twice a year the Committee shall meet with the external auditors without executive Board members present.
Frequency: Meetings shall be held at least twice annually or more frequently if circumstances require and with unanimous written consent to consider the budget, revised budget and, if published for publication, quarterly report prepared by the Board. The external auditors may request the chairman of the Committee to convene a meeting, if they consider that one is necessary.
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Resolutions
Any resolution shall be passed by the majority votes of the Members who attend the meeting.
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Alternate Committee Members
A Committee member may not appoint any alternate.
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Authority of the Audit Committee
The Committee may exercise the following powers:
to seek any information it requires from any employee of the Company and its subsidiaries (together, the "Group") and any professional advisers (including auditors), to require any of them to prepare and submit reports and to attend Committee meetings and to supply information and address the questions raised by the Committee;
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);
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;
to review the Group's risk management and internal control procedures and system;
to review the performance of the Group's employees in the accounting and internal audit department;
to make recommendations to the Board for the improvement of the Group's risk management and internal control procedures and system;
to request the Board to take all necessary actions, including convening an extraordinary general meeting, to replace and dismiss the auditors of the Group;
to obtain outside legal or other independent professional advice at the cost of the Company on any matters within these terms of reference as it considers necessary and to secure the attendance of outsiders with relevant experience and expertise;
to commission reports or surveys as are necessary to assist in the performance of its duties at the cost of the Company;
to have access to sufficient resources in order to perform its duties;
where there is any disagreement between the Committee and the Board on the election, appointment, resignation or dismissal of the external auditors which cannot be resolved, to report its own recommendation on such matters to the shareholders;
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
to exercise such powers as the Committee may consider necessary and expedient so that their duties under section 7 below can be properly discharged.
The Committee should be provided with sufficient resources to perform its duties.
China Zhongsheng Resources Holdings Ltd. issued this content on 2016-01-15 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-15 13:12:02 UTC
Original Document: http://chinazhongsheng.com.hk/attachment/2016011521020100002412980_en.pdf
