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Audit Committee
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Members:
Mr. LI Wai Keung (Committee Chairman)
Mr. LIU Jian
Mr. CHAN Chun Wai, Tony
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HANS ENERGY COMPANY LIMITED
(Formerly known as Wisdom Venture Holdings Limited)
Audit Committee: Terms of Reference
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Constitution
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| 1. |
The Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee.
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Membership
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| 2. |
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. A quorum shall be two members.
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| 3. |
The Chairman of the Committee shall be appointed by the Board and should be an independent director.
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Attendance at meetings
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| 4. |
The Finance Director, the Head of Internal Audit, 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 executive Board members present.
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| 5. |
The company secretary shall be the secretary of the Committee.
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Frequency of meetings
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| 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.
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Authority
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| 7. |
The 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 and all employees are directed to co-operate with any request made by the Committee.
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| 8. |
The Committee is authorized 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.
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Duties
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| 9. |
The duties of the Committee shall be:
| (a) |
to consider the appointment of the external auditor, the audit fee, and any questions of resignation or dismissal;
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| (b) |
to discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;
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| (c) |
to review the interim and annual financial statements before submission to the Board, focusing particularly on:
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any changes in accounting policies and practices; |
| (ii) |
major judgmental areas; |
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significant adjustments resulting from the audit; |
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the going concern assumption; |
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compliance with accounting standards; and |
| (vi) |
compliance with stock exchange and legal requirements. |
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| (d) |
to discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary);
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to review the external auditors management letter and management's response;
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to review the company's statement on internal control systems (where one is included in the annual report) prior to endorsement by the Board;
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(where an internal audit function exists) to review the internal audit programme, ensure co-ordination between the internal and external auditors, and ensure that the internal audit function is adequately resourced and has appropriate standing within the company;
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to consider the major findings of internal investigations and management's response; and
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| (i) |
to consider other topics, as defined by the Board.
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Reporting procedures
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| 10. |
The secretary shall circulate the minutes of meetings and reports of the Committee to all members of the Board. |
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Approved by the Board on 17 th June 2005
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