Relationship with the Company's Auditors

to be primarily responsible for making recommendation to the Board on the appointment, reappointment and removal of the external auditors, and to approve the remuneration and terms of engagement of the external auditors, and any questions of resignation or dismissal of that external auditors;

to act as the key representative body for overseeing the relation of the Company with the external auditors;

to review and monitor the independence and objectivity of the external auditors. The Committee should:

a		consider all relationships between the Company and the audit firm (including the provision of non-audit services);
b		seek from the audit firm, on an annual basis, information about policies and processes for maintaining independence and monitoring compliance with relevant requirements, including current requirements regarding rotation of audit partners and staff; and
c		meet with the external auditors, at least annually, in the absence of management of the Company, to discuss matters relating to the audit fees, any issues arising from the audit and any other matters the external auditors may wish to raise;

to review and monitor the effectiveness of the audit process in accordance with applicable standards. The Committee should discuss with the external auditors the nature and scope of the audit and reporting obligations before the audit commences;

to develop and implement policy on the engagement of external auditors to supply non-audit services. For this purpose, external auditors shall include any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party having knowledge of all relevant information would reasonably conclude as part of the audit firm nationally or internationally.

to be primarily responsible for making recommendation to the Board for the approval of any non-audit services provided to the Company by external auditors The Committee should ensure that the provision of such non-audit services does not impair the external auditors' independence or objectivity. When assessing the independence or objectivity of the external auditor in relation to the provision of non-audit services, the Committee should consider:

a		whether the skills and experience of the audit firm make it a suitable supplier of the non-audit services;
b		whether there are safeguards in place to ensure that there is no threat to objectivity and independence in the conduct of the audit resulting from the provision of such non-audit services by the external auditors;
c		the nature of the non-audit services, the related fee levels and the fee levels individually and in aggregate relative to the audit firm; and
d		the criteria which govern the compensation of the individuals performing the audit; and

to set policies regarding the hiring of employees or former employees of external auditors and monitor the application of such policies.

Review of Financial Information of the Company

to monitor integrity of financial statements of the Company and the annual report and accounts and half-year report and accounts of the Company, to discuss such annual report and audited accounts and half-year report and accounts with management and the external auditor, and to review significant financial reporting judgments contained in them. In this regard, in reviewing such reports and accounts of the Company before submission to the Board, the Committee should focus particularly on:

a		financial reporting and accounting policies and practices;
b		any changes in financial reporting and accounting policies and practices;
c		major judgmental areas;
d		significant adjustments resulting from audit;
e		the going concern assumption and any qualifications;
f		compliance with accounting standards; and
g		compliance with the Listing Rules, the Applicable Rules and any other legal requirements in relation to financial reporting.

to discuss with management and the external auditor, as appropriate, earnings announcements or press releases and other financial information and earnings guidance (if any) to be provided to third parties, including analysts and rating agencies;

in regard to paragraphs B.1 and B.2 above:

a		to liaise with the Board, senior management and the person appointed as the qualified accountant of the Company, and to meet, at least once a year, with the external auditor; and
b		to consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the qualified accountant, compliance officer or auditor of the Company; and

to review the Form 20-F of the Company (the "Form 20-F"), annual report and any interim report of the Company in detail first with the Chief Executive Officer (the "CEO") and Chief Financial Officer (the "CFO") of the Company and the Disclosure Committee (as defined in paragraph C.7 below), and subsequently with the Board.

Oversight of the Company's Financial Reporting System, Internal Control and Risk Management Procedures

to review the financial controls, internal control and risk management systems of the Company with particular regard to their effectiveness;

to discuss with the management of the Company and the external auditors the system of internal control and ensure that management has discharged its duty to have an effective internal control system;

to consider any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and the response of management of the Company;

where an internal audit function exists, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor the effectiveness of the internal audit function;

to review the statement of the Company on internal control systems (where one is included in the annual report or the Form 20-F) prior to endorsement by the Board and the process for the CEO and CFO certifications required by the SEC with respect to the financial statements and disclosure and internal controls of the Company, including any material changes or deficiencies in such controls;

to review and recommend to the Board the approval of a Disclosure Controls and Procedures Policy for the Company (the "Disclosure Policy");

to appoint and remove members of a committee to monitor and supervise matters relating to the Disclosure Policy (the "Disclosure Committee");

to review and approve Complaint Procedures for the Company (the "Complaint Procedures"), monitor the compliance and effectiveness of the Complaint Procedures, meet with and receive reports from the compliance officer of the Company from time to time, and appoint and remove personnel authorised to access the complaint hotline system to be set up by the Company pursuant to the Complaint Procedures;

to discuss any problems and reservations which the external auditors may have arising from the interim and final audits, and any interim audits or otherwise, and any response of management in connection therewith;

to meet with the external auditor and with the head of internal audit at least once each year to ensure that there are no unresolved issues or concerns, and from time to time with the external auditors as the external auditors may request;

to review the management letter of the external auditors, any material queries raised by the auditors to management of the Company in respect of the accounting records, financial accounts or systems of control and the response of management of the Company;

to ensure that the Board will provide a timely response to the issues raised in the management letter of the external auditors; and

to review the financial and accounting practices of the Company.

Other Duties

to ensure the Company's practices and procedures with respect to related party transactions are adequate for compliance with the requirements under the Listing Rules and the Applicable Rules;

to review and recommend to the Board the approval of a Code of Ethics for the Company and assess the effectiveness of the Code of Ethics;

to review annually these Terms of Reference and the effectiveness of the Committee and recommend to the Board any necessary changes;

to report to the Board on the matters set out in these Terms of Reference and where the monitoring activities of the Committee reveal cause for concern or scope for improvement, the Committee shall make recommendations to the Board to address the issue or to make improvements; and

to consider other topics or matters, as defined or referred to the Committee by the Board.

Frequency

The Committee shall meet at least twice a year. Additional meetings should be held if the Committee demands.

Notice

Notice of any meetings of the Committee has to be given at least 3 days prior to any such meeting being held, unless all Members unanimously waive such notice. Irrespective of the length of notice being given, attendance of a meeting by a Member shall be deemed waiver of the requisite length of notice by the Member.

Quorum

The quorum for decisions of the Committee should be any two Members.

Attendance

The following persons will normally attend all the meetings of the Committee, unless instructed otherwise by the Committee or, in the case of the CFO, whenever under these Terms of Reference the Committee is to meet without management being present:

a		external auditors;
b		internal auditor;
c		CFO;
d		Company Secretary; and
e		legal counsel.

Members of the Board may attend meetings of the Committee only upon invitation of the Committee.

Resolutions

Resolutions of the Committee shall be passed by a majority of votes which can also be passed by way of unanimous written resolutions. Meetings can be held in person, by telephone or by video conference.

Minutes

The secretary of the Committee should keep full minutes of all Committee meetings. Draft and final versions of minutes of meetings of the Committee should be sent to all members of the Committee for their comment and records respectively, in both cases within a reasonable time after the meeting.

Minutes of all Committee meetings will be open for inspection at any reasonable time on reasonable notice by any member of the Board.

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