China Zhongsheng Resources Holdings Ltd. board of directors has resolved to set up an audit committee of the Board. Members of the Committee shall be appointed by the Board from amongst the non-executive Directors only 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 chairman of the Committee shall be appointed by the Board and shall be an independent non-executive Director. The company secretary of the company shall be the secretary of the Committee.