CHINA TONTINE WINES GROUP LIMITED CHINA TONTINE WINES GROUP LIMITED ʕஷ˂ৢุණྠϞࠢʮ̡
(incorporated in Bermuda with limited liability)
€ϵᅉ༺ൗ̅ϓͭٙϞࠢʮ̡
(Stock Code: 389)
€ٰ΅˾j389
("Company" and ˜͉ʮ̡™
TERMS OF REFERENCE OF
THE AUDIT COMMITTEE (THE "COMMITTEE") OF
THE BOARD OF DIRECTORS (THE "BOARD") OF THE COMPANY
ԫึ€˜ԫึ™ᄲࣨ։ࡰึ€˜։ࡰึ™
ᔖᛆᇍఖ
€ʕ˖͉މᔕᙇᇃdසԶਞϽ͜
1. CONSTITUTION
ଡ଼ϓ
1.1
The Committee is established pursuant to a resolution passed by the Board.
͉։ࡰึ͉݊ܲʮ̡ԫึึᙄஷ ཀϓͭٙf
2. APPOINTMENT AND COMPOSITION
2.1 Appointment and revocation:
։ʿଡ଼ϓ ։ʿᇦеj
Members of the Committee shall be appointed
and removed by the Board. An appointment
of Committee member shall be automatically
revoked if such member ceases to be a
member of the Board.
2.2 Composition:
։ࡰึٙϓࡰ͟ԫึ։ʿᇦеf ν༈։ࡰึϓࡰʔΎ݊ԫึٙϓ ࡰd༈։ࡰึϓࡰٙնਗ਼Іਗ ቖf
ଡ଼ϓj
Members of the Committee shall:
։ࡰึٙϓࡰცj
(1)be appointed from amongst the non-executive directors of the Company (including independent non-executive directors of the Company) only;
(1) ̥։І͉ʮ̡ڢੂБԫ €ܼ̍ዹͭڢੂБԫi
(2) consist of not less than three in numberda majority of whom should be independent non-executive directors of the Company;
(2) ௰ˇϞɧΤϓࡰdʕɽʱ ცމ͉ʮ̡ٙዹͭڢੂБ ԫi
(3) consist of at least one 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 "Listing
Rules"); and
(4) not be a former partner of the Company's existing auditing firm who had ceased as a partner of that firm or to have any financial interest in that firm, whichever is the later, for a period of less than two (2) years.
2.3 Chairman of the Committee: The Chairman of the Committee shall be appointed by the Board or elected among the members of the Committee and shall be an independent non-executive director.
(3) ЇˇϞɓΤϓࡰ݊͟Ո௪Ϟ࠰ ಥᑌΥʹהϞࠢʮ̡ᗇՎ ɪ̹ۆ€ ɪ̹ۆ' ୋ 3.10(2)ૢ הࠅӋٙቇਖ਼ุ༟ ࣸאึࠇאᗫৌਕ၍ଣٝᗆ ٙዹͭڢੂБԫዄiʿ
(4) ʔ͟ତࣛࠋபᄲࠇ͉ʮ̡੮ ͦٙࣨᅰʮ̡ٙۃΥྫɛዄ d߰༈ۃΥྫɛί˟ϓ މ༈ʮ̡ΥྫɛאʔΎԮϞ༈ ʮ̡ৌਕлूٙ˚ಂd˸˚ಂ ༰ܝ٫މࡘdˇɚϋf ։ࡰึ˴ࢩj։ࡰึ˴ࢩ͟ԫึ ։א։ࡰึϓࡰ፯ᑘeʿ̀݊ ዹͭڢੂБԫf
2.4 Secretary of the Committee: The company secretary of the Company shall be the secretary of the Committee. In the absence of the secretary of the Committee, Committee members present at the meeting may elect among themselves or appoint another person as the secretary for that meeting.
։ࡰึٙ।ࣣj͉ʮ̡ٙʮ̡।ࣣމ ։ࡰึٙ।ࣣfν։ࡰึ।ࣣॹࢩd ̈ࢩ։ࡰึึᙄٙ։ࡰึϓࡰ̙ί ˼ࡁʕ፯̈א։Չ˼ɛࡰЪމ ዄ༈ึᙄٙ।ࣣf
3.
PROCEEDINGS OF THE COMMITTEE
3.1
Convening of meetings:
ึᙄҏ ึᙄ̜ٙකj
A Committee member may and, on the request of a Committee member, the secretary to the Committee shall, at any time summon a Committee meeting. The external auditors may request the Chairman of the Committee to convene a meeting, if they consider that one is necessary.
О։ࡰึϓࡰא։ࡰึ।ࣣᏐ։ ࡰึϓࡰٙࠅӋࣛd̙Оࣛග̜ ක։ࡰึึᙄfν̮໌ࣨᅰࢪႩމც ࠅd̙ࠅӋ։ࡰึ˴ࢩ̜කึᙄf
3.2 Notice:
ึᙄஷٝj
(1) Unless otherwise agreed by all the Committee members (either orally or in writing), a meeting shall be called by at least seven days' notice. Irrespective of the length of notice being given, attendance of a Committee member at a meeting constitutes a waiver of such notice unless the 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.
(1) ৰڢ։ࡰึΌϓࡰΝจ€ɹ ᎘אࣣࠦd։ࡰึึᙄ̜ක ٙஷٝಂʔᏐˇɖ˂fʔሞ ஷٝಂڗd։ࡰึϓࡰ̈ࢩ ึᙄਗ਼ϓ׳༈ஷٝdৰڢ ̈ࢩึᙄٙ։ࡰึϓࡰίึᙄ කʘࣛd˸ึᙄᒔӚϞՑ ͍ᆽ̜ٙකމଣ͟މͦٙd̈ ࢩ˸ڌ༺ˀ࿁ึᙄஈଣОԫ ධf
(Note: Regular meetings should be called by, so far
as practicable, at least 14 days' notice: cf:
paragraphs A.1.3 of Appendix 14 to the Listing
Rules)
(2) Notice of meeting shall be given to each Committee member, and to any other person invited to attend, 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 last notified to the secretary of the Committee by such Committee member or in such other manner as the Committee members may from time to time determine.
€ൗj࣬ኽɪ̹ۆ'ڝɤ̬ୋ
A.1.3 ݬ֛ٙdίʲྼ̙Бٙ ᇍఖʫd̜ක։ࡰึ֛ಂึᙄᏐ ೯̈Їˇ14˂ஷٝ
(2) ึᙄ̜කٙஷٝ̀ፋԒ˸ɹ ᎘א˸ࣣࠦҖόeא˸ཥ༑eཥ ɿඉeෂॆא։ࡰึϓࡰʔ ࣛᙄ֛ٙՉ˼˙ό೯ʚ։ ࡰึϓࡰʿՉ˼ᐏᒗ̈ࢩٙɛ ɻ€˸༈ϓࡰ௰ܝஷٝ։ࡰึ ।ࣣٙཥ༑ᇁeෂॆᇁeή ѧאཥඉήѧމf
(3) Any notice given orally shall be confirmed in writing as soon as practicable and before the meeting.
(3) ɹ᎘˙όЪ̈ٙึᙄஷٝᏐး Ҟʿίึᙄ̜කۃ˸ࣣࠦ˙ό ᆽྼf
(4) Notice of meeting shall state the purpose, time and venue of the meeting.
(4) ̜කึᙄٙஷٝ̀Ⴍึᙄ ٙͦٙeකึࣛගձήᓃf
(5) In respect of regular meetings of the Committee as mentioned in paragraph 3.5 below, and as far as practicable for all other meetings of the Committee, an agenda together with the documents which may be required to be considered by the members of the Committee for the purposes of the meeting shall be sent in full to all members of the Committee in a timely manner and in any event not less than 3 days before the intended date of the meeting of the Committee (or such other period as all the Committee members may agree).
(5) ˸ɨୋ3.5ݬהܸٙ։ࡰึ֛ಂ ึᙄʿίʲྼ̙Бٙઋرɨ։ ࡰึՉ˼הϞึᙄdٙᙄʿ ։ࡰึϓࡰცఱึᙄϾცϽᅇ ٙ˖ᏐΌʿࣛʹΌ։ ࡰึϓࡰdԨЇˇίࠇྌᑘБ ։ࡰึึᙄ˚ಂٙɧ˂ۃ €א Ό։ࡰึϓࡰᙄٙՉ˼ࣛ ගʫ̈f
3.3 Quorum: The quorum of the Committee meeting shall be two members of the Committee.
ج֛ɛᅰj։ࡰึึᙄٙج֛ɛᅰމ ՇЗ։ࡰึϓࡰf
3.4 Attendance:
ΐࢩj
(1) The Company's staff having accounting and financial reporting functions, the Head of Internal Audit (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 Committee. Other Board members shall also have the right of attendance. However, at least once a year the Committee shall meet with the external auditors without the presence of members of the Executive Board and the management of the Company.
͉ʮ̡ኹϞึࠇձৌਕజѓᔖঐٙ ɛࡰe͉ʮ̡ʫࣨᅰٙ˴၍€א ОዄᗳЧʈЪШڿ˸ʔΝᔖ၈ ٙ˴၍ʿ̮໌ࣨᅰࢪٙ˾ڌஷ੬Ꮠ ̈ࢩ։ࡰึึᙄfՉ˼ԫึٙϓࡰ ͵Ϟᛆ̈ࢩึᙄfೌሞνОd։ࡰึ ᏐЇˇӊϋɓϣίӚϞ͉ʮ̡ੂБ ԫึʿ၍ଣᄴ̈ࢩٙઋرɨdึԈ ̮໌ࣨᅰࢪf
(2) Meetings may be held in person, or by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
ึᙄ̙͟։ࡰึϓࡰፋԒ̈ࢩdא˸ ཥ༑eཥɿeאՉ˼̙ᜫ̈ࢩึᙄٙ ɛࡰΝࣛʿуࣛၾ࿁˙๖ஷٙ˙ό ආБdϾ˸ɪࠑ˙ό̈ࢩึᙄഃΝ ፋԒ̈ࢩϞᗫึᙄf
3.5 Frequency: Regular meetings of the
ϣᅰj։ࡰึӊϋ௰ˇᏐ̜කՇϣא
Committee shall be held at least twice €߰Ϟהც˸ɪ֛ٙಂึᙄf߰ቇ
annually or more frequently if circumstances require. Where appropriate, meetings should be held on such dates which would coincide with the key dates in the Company's financial reporting cycle.
d։ࡰึึᙄ̜ٙක˚ಂᏐၾ͉ʮ ̡ٙৌਕజѓմಂٙ˴ࠅ˚ಂୌ Υf
3.6
Vote:
ҳୃj
(1) A member of the Committee must abstain from voting on any resolution of the Committee in which he or any of his close associates (as defined in the Listing Rules) has a material interest and shall not be counted towards the quorum of such a meeting at which the relevant resolution is considered by the Committee, unless the exceptions set out in the bye-laws of the Company or note 1 to Appendix 3 to the Listing Rules apply.
(1) ৰʮ̡ۆאɪ̹ ۆ'ڝɧڝൗɓ࢙ٙઋر ̮d։ࡰึϓࡰʔఱОՉ ͉ɛאၡᑌᖩɛ€ၡᑌᖩ ɛܲɪ̹ۆ'הЪ່֛ٙ Ν ኹϞࠠɽᛆूٙ։ࡰึӔ ᙄආБҳୃiίᆽ֛݊щϞԑ ٙج֛ɛᅰ̈ࢩϽᅇϞᗫӔ ᙄٙ։ࡰึึᙄࣛdՉ͉ɛ͵ ʔࠇၑίʫf
(2) Resolutions of the Committee shall be passed by a majority of votes of members of the Committee who are entitled to attend and vote at the meeting. Where the number of votes for and against a resolution is the same, the Chairman of the Committee shall be entitled to cast an extra vote.
(2) ։ࡰึٙӔᙄ˸ཀ̒ᅰϞᛆ̈ ࢩึᙄԨҳୃٙ։ࡰึϓࡰஷ ཀfˀ࿁ୃձᗎϓୃഃ ࣛdԫڗϞᛆεҳɓୃf
4. WRITTEN RESOLUTIONS
ࣣࠦӔᙄ
4.1
A resolution in writing signed by all the Committee members shall be as valid and effectual as if it had been passed at a meeting of the Committee and may consist of several documents in like form each signed by one or more of the Committee members.
͟։ࡰึΌϓࡰᖦஷཀࣣٙ ࠦӔᙄࣩၾ͟։ࡰึึᙄஷཀٙ ӔᙄࣩՈϞΝഃࣖɢdϾϞᗫࣣࠦӔ ᙄࣩ̙͟ɓΤא˸ɪ։ࡰึϓࡰᖦ ࣸόᗳЧٙε΅˖ଡ଼ϓf
5. ALTERNATE COMMITTEE MEMBERS
։˾ڌ
5.1
A Committee member may not appoint any person as his alternate.
։ࡰึϓࡰʔঐ։Оɛ˻Ъމ Չࡉf
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China Tontine Wines Group Limited published this content on 07 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 07 January 2019 08:53:02 UTC
