Xiwang Property : Terms of Reference of the Audit Committee of the Board of Directors

E151212653Ann.indd

XIWANG PROPERTY HOLDINGS COMPANY LIMITED

西王置業控股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 2088)

TERMS OF REFERENCE OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

(Adopted on 30 December 2015)

Constitution

1. The Audit Committee is established as a committee of the Board pursuant to a resolution passed by the Board at its meeting held on 6 November 2005.

   
   

   Objective

   
   

2. The Audit Committee shall be responsible for ensuring the objectivity and credibility of financial reporting, monitoring the internal controls and risk management of the Company, and maintaining an appropriate relationship with the external auditor.

   
   

   Membership

   
   

3. The Audit Committee shall consist of non-executive Directors (including independent non-executive Directors) only comprising a minimum of three members, at least one of them 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 (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")). The majority of the members must be independent non-executive Directors of the Company. All of the members shall be appointed by the Board.

4. A former partner of the Company's existing auditing firm from time to time may not act as a member of the Audit Committee for a period of at least one year from the date of his ceasing (a) to be a partner of the firm or (b) to have any financial interest in the firm, whichever is later.

   
   

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

   
   

6. The appointment of the members of the Audit Committee may be revoked, or additional members may be appointed to the Audit Committee by separate resolutions passed by the Board and by the Audit Committee. An appointment of Audit Committee member shall be automatically revoked if such member ceases to be a member of the Board.

   
   

   Frequency of meetings

   
   

7. The Audit Committee shall meet at least twice a year with the Company's auditors or more frequently if circumstances require. The external auditors may request the chairman to convene a meeting if they consider it necessary.

   
   

   Notice of meetings

   
   

8. Unless otherwise agreed by all the Audit Committee members (either orally or in writing), a meeting shall be called by at least seven days' notice. Such notice shall be sent to each member of the Audit Committee, and to any other person invited to attend. Irrespective of the length of notice being given, attendance of a Audit Committee member at a meeting constitutes a waiver of such notice unless the Audit Committee member attending the meeting attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting has not been properly convened.

   
   

   (Pursuant to paragraph A.1.3 of Appendix 14 of the Listing Rules, regular board meetings should be called by, so far as practicable, at least 14 days' notice)

9. Meetings of the Audit Committee shall be called either by the secretary to the Audit Committee at the request of the member of Audit Committee or the Audit Committee member himself/herself. Notice shall be given to each Audit 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 Audit Committee member or in such other manner as the Audit Committee members may from time to time determine.

   
   

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

    
    

11. Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be issued to each member of the Audit Committee and any other person required to attend no fewer than three days prior to the intended date of the meeting (or such other period as all the Audit Committee members may agree).

    
    

    Attendance at meetings

    
    

12. A quorum shall be two members.

    
    

13. The chief financial officer, the head or a representative of the internal audit department (or any officer(s) assuming the relevant functions but having a different designation), and representative(s) of the external auditors shall normally attend meetings of the Audit Committee. Other Board members shall have the right to attend meetings of the Audit Committee. However, the Audit Committee shall meet with the external auditor of the Company without the presence of the executive Board and the management of the Company at least once a year.

    
    

14. The company secretary of the Company shall be the secretary of the Audit Committee. The secretary of the Audit Committee or in his/her absence, his/her representative or any one member of the Audit Committee present at the meeting may elect among themselves or appoint another person as the secretary of the meetings of the Audit Committee.

    Written resolutions

    
    

15. Written resolutions may be passed by all Audit Committee members in writing.

    
    

    Alternate Audit Committee members

    
    

16. An Audit Committee member may not appoint any alternate.

    
    

    Authority

    
    

17. The Audit Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee of the Company and its subsidiaries (hereinafter collectively referred to as "Group") and any professional advisers (including auditors), to require any of them to prepare and submit reports and to attend Audit Committee meetings and to supply information and address the questions raised by the Audit Committee. All employees are directed to co-operate with any request made by the Audit Committee.

    
    

18. The Audit Committee is authorized by the Board, at the Company's expense, to appoint outside legal or other independent professional advisers with relevant experience and expertise to assist the Audit Committee on any matters within these terms of reference as its considers necessary and to secure the attendance of such professional advisers at its meetings if it considers necessary.

    
    

19. The Audit Committee shall be provided with sufficient resources to perform its duties.

    
    

20. The Committee may exercise the following powers:

    
    

21. 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);

    
    

22. 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;