PDF《CHINA LNG GROUP LIMITED 中国天然气集团有限公司》

CHINA LNG GROUP LIMITED 中国天然气 中国天然气 中国天然气 中国天然气集团有限公司 集团有限公司 集团有限公司 集团有限公司* (the Company ) Terms of Reference of the Audit Committee (Revised with effect from

1 January 2016) 1.

MEMBERSHIP 1.1 The Audit Committee shall be appointed by the Board and shall consist of not less than three (3) members comprising non-executive directors. 1.2 The majority of the members of the Audit Committee shall be independent non-executive directors and at least one of whom is 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 Governing the Listing of Securities (the Listing Rule ) of The Stock Exchange of Hong Kong Limited (the Stock Exchange ). 1.3 A former partner of the Company'

s existing auditing firm shall be prohibited from acting as a member for a period of one (1) 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. 2. CHAIRMAN The Chairman shall be appointed by the Board and must be an independent non-executive director. In the absence of the Chairman of the Audit Committee, members present may elect any member to chair a meeting. 3. SECRETARY The company secretary shall be the secretary of the Audit Committee. In the absence of the company secretary, his/her delegate(s) or any person elected by the members present at the meeting of the Audit Committee, shall attend the meeting of the Audit Committee and take minutes. * for identification purpose only -1- 4. PROCEEDING OF THE AUDIT COMMITTEE Unless otherwise specified hereunder, the provisions contained in the Company'

s Articles of Association (as amended from time to time) for regulating meetings and proceedings of directors shall apply to the meetings and proceedings of the Audit Committee. 4.1 Quorum 4.1.1 The quorum for meetings of the Audit Committee shall be two (2) members. 4.2 Frequency of meetings 4.2.1 The Audit Committee shall hold at least two (2) regular meetings in a year to review and discuss the interim and annual financial statements of the Company. Additional meetings of the Audit Committee may be held as and when required. 4.2.2 The Audit Committee shall meet with the external auditors at least twice a year without any executive director being present. The external auditors may request a meeting if they consider necessary. 4.3 Attendance at meetings 4.3.1 Members of the Audit Committee may attend meetings of the Audit Committee either in person or through other electronic means of communication or in such other manner as the members may agree. 4.3.2 At the invitation of the Audit Committee, the following persons may attend the meeting: (i) Head of Internal Audit (if there exists such function) or a representative from Internal Audit;

(ii) Group Finance Director or Head of Accounts Department (or person occupying the same position);

(iii) other members of the Board;

and (iv) other persons. 4.4 Notice of meetings 4.4.1 A meeting of the Audit Committee may be convened by any of its members or by the company secretary. -2- 4.4.2 Unless otherwise agreed by all the members of the Audit Committee, notice of at least fourteen (14) days shall be given for a regular meeting of the Audit Committee. For all other meetings of the Audit Committee, reasonable notice shall be given. 4.4.3 Agenda and accompanying supporting papers shall be sent to all members of the Audit Committee and to other attendees as appropriate at least three (3) days before the date of the meeting (or such other period as the members may agree). 4.5 Minutes of meetings 4.5.1 Draft and final versions of minutes of Audit Committee meetings shall be sent to all Audit Committee members for their comment and records within a reasonable time after the meeting. 4.5.2 Minutes of the Audit Committee shall be kept by the company secretary and shall be available for inspection by any member of the Audit Committee or the Board at any reasonable time on reasonable notice. 4.6 Written resolutions 4.6.1 Without prejudice to any requirement under the Listing Rules, a resolution in writing signed by all the members of the Audit Committee shall be as valid and effectual as if it had been passed at a meeting of the Audit Committee duly convened and held. 5. RESPONSIBILITIES 5.1 The function of the Audit Committee is to assist the Board to provide an independent review of the effectiveness of the financial reporting process, internal control and risk management system of the Company and its subsidiaries (the Group ), to oversee audit process and to perform other duties and responsibilities as assigned by the Board. 5.2 The Audit Committee should serve as a focal point for communication between other directors, the external auditors, and the management as their duties relate to financial and other reporting, internal controls, and the audits. 5.3 The Audit Committee will report its findings in the annual and interim reports of the Company when: (a) the findings reveal any significant or material costs or damages to the Company;

-3- (b) the findings reveal any material non-compliance with laws and regulations ........