China U Ton : Terms of reference of the Audit Committee (in PDF)

China U-Ton HoldingsLimited ʕ਷ᎴஷછٰϞࠢʮ̡

(the "Company" and "͉ʮ̡")Terms of reference of the Audit Committee ("Committee")

of the Board of Directors ("Board") of the Company ໨ԫึ ("໨ԫึ") ᄲࣨ։ࡰึ ("։ࡰึ")

ᔖᛆᇍఖ

€ʕ˖͉މᔕᙇᇃdසԶਞϽ͜

These terms of reference were approved and adopted by the resolution of the board of directors of the Company (the "Board") passed on 27 May 2012 and amended on 1 August 2014 and 18 January 2019.

͉ᔖᛆᇍఖ຾׵ 2012 ϋ 5 ˜ 27 ˚ஷཀԨ׵ 2014 ϋ 8 ˜ 1 ˚ʿ 2019 ϋ 1 ˜ 18 ˚ࡌࠈ͉ٙ ʮ̡໨ԫึ€˜໨ԫึ™Ӕᙄࣩҭࡘʿમॶf

1.

Membership

1.1 Members of the Committee shall be appointed by the Board from amongst the non-executive directors only 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").

։ࡰึ͟໨ԫึ੽ՉڢੂБ໨ԫʕ։΂ଡ଼ ϓd։ࡰึɛᅰ௰ˇɧΤdɽ௅ʱ։ࡰᏐމ ዹͭڢੂБ໨ԫdՉʕЇˇɓΤ඲ܲ๫࠰ಥ ᑌΥʹ׸הϞࠢʮ̡ᗇՎɪ̹஝ۆ€˜ɪ̹஝ ۆ ™ୋ 3.10(2) ૢՈ௪ቇ຅ਖ਼ุ༟ࣸאึࠇ א޴ᗫৌਕ၍ଣٝᗆf

ϓࡰ

1.2 The chairman of the Committee shall be appointed by the Board and shall be an independent non-executive director.

։ࡰึ˴ࢩ͟໨ԫึ։΂ʿ̀඲݊ዹͭڢੂ Б໨ԫf

1.3

The company secretary of the Company shall be the secretary of the Committee.

͉ʮ̡ٙʮ̡।ࣣމ։ࡰึٙ।ࣣf

• 1.4 The appointment of the members or secretary of the Committee may be revoked, or additional members may be appointed to the Committee by separate resolutions passed by the Board and by the Committee.

  ຾໨ԫึʿ։ࡰึʱйஷཀӔᙄd˙̙։΂ ᕘ̮ٙ։ࡰึٙϓࡰeһಁאᇦе։ࡰึٙ ϓࡰא।ࣣf

• 1.5 A former partner of the Company's existing auditing firm should be prohibited from acting as a member of its Audit Committee for a period for two years 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.

͉ʮ̡ତϞࣨᅰࢪБٙۃΥྫɛІՉʔΎ (a) ዄ΂༈ࣨᅰࢪБٙΥྫɛiא (b) ኹϞ༈ ࣨ ᅰ ࢪ Б ٙ ΂ О ৌ ਕ л ू ʘ ˚€˸ ༰ ܝ ٫ މ ๟ৎࠇՇϋಂගʫdʔ੻ዄ΂։ࡰึϓࡰf

2.

Proceedings of the Committee

2.1 Notice:

ึᙄ೻ҏ

ึᙄஷٝj

(a)Unless otherwise agreed by all the Committee members (either orally or in writing), a meetingshall be called by giving at least seven days' notice.

(a) ৰ ڢ ։ ࡰ ึ Ό ᜗ ϓ ࡰ€ ɹ ᎘ א ࣣ ࠦ Ν

จd։ࡰึٙึᙄஷٝಂdʔᏐˇ׵ɖ

˂f

(b) 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

(b)

΂ О ։ ࡰ ึ ϓ ࡰ א ։ ࡰ ึ । ࣣ€Ꮠ ։ ࡰ ึϓࡰٙሗӋ̙ࣛ׵΂Оࣛࡉ̜ණ։ ࡰึึᙄf̜කึᙄஷѓ̀඲ፋԒ˸ɹ ᎘ א ˸ ࣣ ࠦ Җ όe א ˸ ཥ ༑e ཥ ɿ ඉ ΁eෂॆאՉ˼։ࡰึϓࡰʔࣛᙄ֛ٙ ˙ό೯̈ʚ΢։ࡰึϓࡰʔࣛஷٝ।ࣣ

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.

ٙཥ༑אෂॆ໮ᇁאཥඉήѧאඉ੔ή ѧf

(c)

Any notice given orally shall be confirmed in writing as soon as practicable and before the meeting.

(c) ˸ɹ᎘ஷٝ˙ό̜කٙึᙄdᏐኋҞ €ʿίึᙄ̜කۃ˸ࣣࠦ˙όᆽྼf

(d) 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).

(d)

̜කึᙄٙஷѓ̀඲Ⴍ׼කึͦٙeක ึࣛගeήᓃeᙄ೻ʿஹΝϞᗫ˖΁ʚ ΢ϓࡰਞቡfϞᗫ˖΁Ꮠၾᙄ೻ɓৎ৔ ̈ d Ͼ ᙄ ೻ Ꮠ ၾ ึ ᙄ ஷ ѓ€ א ᆽ Ⴉ ึ ᙄ ஷѓٙՌɓԻ೯̈fୋ 3.4 ૢהࠑ։ࡰ ึ֛ಂึᙄٙᙄ೻ʿϞᗫ˖΁ᏐΌ௅ʿ ࣛ৔ʹ։ࡰึΌ᜗ϓࡰdԨЇˇίࠇྌ ᑘ Б ։ ࡰ ึ ึ ᙄ ˚ ಂ ٙ ௰ ˇ ɧ ˂ ۃ€א ։ࡰึΌ᜗ϓࡰ՘֛ٙՉ̴ࣛගʫ৔ ̈f։ࡰึՉ̴הϞึᙄίʲྼ̙Бٙ ઋرɨ͵Ꮠમॶ˸ɪτરf

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

  ج֛ɛᅰj ج֛ɛᅰމՇЗϓࡰf

• 2.3 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.

  ̈ࢩj ˴၍ৌਕٙ໨ԫdʮ̡ʫ௅ࣨᅰٙ˴ ၍€א΂О˴၍וዄᗳЧʈЪdШ஗ܸ֛މ ʔΝᔖ၈ʿɓЗ̮໌ࣨᅰࢪٙ˾ڌஷ੬Ꮠ ̈ࢩึᙄfՉ˼໨ԫึٙϓࡰ͵Ϟᛆ̈ࢩึ ᙄfೌሞνОd։ࡰึᏐЇˇӊϋՇϣίӚ Ϟ໨ԫึٙੂБ໨ԫ̈ࢩٙઋرɨdึԈ̮ ໌ࣨᅰࢪf

• 2.4 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, ifpublished 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.

කึϣᅰj ӊ ϋ ௰ ˇ ක ึ Շ ϣ א€ ߰ Ϟ ה ც ʿϞɓߧࣣࠦΝจࣛε׵Շϣdীሞ໨ԫ ึ౤яٙཫၑeࡌࠈཫၑʿ€߰೯Бʮ̺֙ ܓజѓণᇃfν̮໌ࣨᅰࢪႩމცࠅd̙ࠅ Ӌ։ࡰึ˴ࢩ̜කึᙄf

3.

Written resolutions

3.1 Written resolutions may be passed by all

Committee members in writing.

ࣣࠦӔᙄ

։ࡰึϓࡰ̙˸˸ࣣࠦᗎϓ˙όஷཀ΂ОӔ ᙄdઓϞᗫࣣࠦӔᙄ̀඲͟הϞ։ࡰึϓࡰ ᖦοf

4.

Alternate Committee members

A Committee member may not appoint any alternate.

։ࡰึϓࡰʔঐ։΂˾ڌf

։΂˾ڌ

5.

Authority of the Audit Committee

5.1 T h e C o m m i t t e e m a y e x e r c i s e t h e following powers:

ᄲࣨ։ࡰึٙᛆɢ

։ࡰึ̙˸БԴ˸ɨᛆɢj

(a)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;

(a) ࠅ Ӌ ͉ ʮ ̡ ʿ Չ ΂ О ڝ ᙮ ʮ ̡€୕ ၈ މ ˜͉ණྠ ™ٙ΂О྇ࡰʿਖ਼ุᚥਪ€ܼ̍ ࣨᅰࢪ๟௪ʿ౤ʹజѓʿ̈ࢩ։ࡰึ ึᙄ౤Զהც༟ࣘʿ༆ഈ։ࡰึ౤̈ʘ ਪᕚi

(b) to monitor whether the Group's m a n a g e m e n t h a s , i n t h e 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၍ଣɛࡰίᄵБᔖਕࣛϞщ ༼ˀ໨ԫึࠈɨٙ݁ഄאቇٙ͜جܛe ς ۆ€̍ ܼ ɪ ̹ ஝ ۆ ʿ ໨ ԫ ึ א Չ ։ ࡰ ึࠈͭٙ஝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΂ОݺਗʿהϞऒ ʿණྠٙᕿဲಜൟԫ΁ʿࠅӋ၍ଣᄴఱ Ϥഃԫ΁Ъ̈ሜݟʿ౤яజѓi

  • (d) to review the Group's internal control procedures and system;

• (d) ൙ᄲ͉ණྠʫ௅္၍ણ݄ʿӻ୕i

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

• (e) ൙ᄲ͉ණྠٙึࠇʿʫ௅ࣨᅰ௅ژ྇ࡰ ٙڌତi