(Incorporated in Bermuda with limited liability) (Stock Code : 75) TERMS OF REFERENCE OF AUDIT COMMITTEE DEFINITIONS

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1 * (Incorporated in Bermuda with limited liability) (Stock Code : 75) TERMS OF REFERENCE OF AUDIT COMMITTEE DEFINITIONS In these terms of reference (the Terms ), if not inconsistent with the subject or context: Board Chairman Committee Committee Secretary Company Company Secretary means the board of Directors. means the chairman of the Committee. means the audit committee of the Company. means the secretary of the Committee. means Y. T. Realty Group Limited. means the company secretary of the Company. Corporate Governance Report means the Corporate Governance Report prepared by the Board on the Company s corporate governance practices, as contained in the Company s annual reports. Directors Group INEDs Listing Rules means the directors of the Company. means the Company and its subsidiaries. means the independent non-executive Directors. means Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Membership, Chairman & Committee Secretary 1. Membership: The Committee must comprise a minimum of three members, each of whom shall be appointed by the Board and shall be a non-executive Director. The majority of the Committee members shall be INEDs, at least one of whom must have appropriate professional qualifications or accounting or related financial management expertise as required under Rule 3.10(2) of the Listing Rules. * For identification purposes only 1

2 A former partner of the Company s existing auditing firm shall be prohibited from acting as a member of the Committee for a period of one (1) year from the date of his/her 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 shall be an INED. 3. Committee Secretary: The Company Secretary shall act as the Committee Secretary. The Committee may, from time to time, appoint any other person with the appropriate qualifications and experience as the Committee Secretary. Authority The Committee is authorised by the Board, at the Company s expense wherever appropriate, 4.1 to investigate any activity within these Terms and to inspect all accounting books and records of the Company; 4.2 to seek any information it requires from the management in order to perform its duties; 4.3 (a) subject to sub-paragraph 4.3(b) below, to obtain outside legal or other independent professional advice and to secure the attendance of external professional advisers at its meetings if it considers this necessary; and (b) in seeking independent professional advice or securing the attendance of outsiders with relevant experience and expertise, the Committee shall consult the chairman of the Board in advance and provide the Board with the best estimate of the related fees and expenses prior to any such appointment or engagement. If such issue is not resolved to the satisfaction of the Committee, the matter shall be referred to a committee of the INEDs who are available and willing to consider the matter; and 4.4 to be provided with sufficient resources to perform its duties. 2

3 Duties The Committee s duties shall include the following: Relationship with the Company s auditors 5.1 to act as the key representative body for overseeing the Company s relations with the external auditor; 5.2 to be primarily responsible for making recommendations to the Board on the appointment, re-appointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal; 5.3 Regarding paragraph 5.2 above: where the Board disagrees with the Committee s view on the selection, appointment, resignation or dismissal of the external auditor, the Committee shall make a statement explaining its recommendation and also the reason(s) why the Board has taken a different view for inclusion in the Corporate Governance Report; 5.4 to review and monitor the external auditor s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Committee shall discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences; 5.5 to develop and implement policy on engaging an external auditor to supply non-audit services. For this purpose, external auditor includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The Committee shall report to the Board, identifying and making recommendations on any matters where action or improvement is needed; Review of the Company s financial information 5.6 to monitor integrity of the Company s financial statements and annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them. In reviewing these reports before submission to the Board, the Committee shall focus particularly on: (a) any changes in accounting policies and practices; (b) major judgmental areas; (c) significant adjustments resulting from audit; (d) the going concern assumptions and any qualifications; (e) compliance with accounting standards; and 3

4 (f) compliance with the Listing Rules and legal requirements in relation to financial reporting; 5.7 Regarding paragraph 5.6 above: (a) the Committee members shall liaise with the Board and senior management and the Committee must meet, at least twice a year, with the Company s auditors; and (b) the Committee shall consider any significant or unusual items that are, or may need to be, reflected in the report and accounts, it shall give due consideration to any matters that have been raised by the Company s staff responsible for the accounting and financial reporting function, compliance officer or auditors; Oversight of the Company s financial reporting system, risk management and internal control systems 5.8 to review the Company s financial controls, internal control and risk management systems; 5.9 to discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion shall include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company s accounting and financial reporting function; 5.10 to consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management s response to these findings; 5.11 where an internal audit function exists, to ensure co-ordination between the internal and external auditor, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor its effectiveness; 5.12 to review the Group s financial and accounting policies and practices; 5.13 to review the external auditor s management letter, any material queries raised by the auditor to management about accounting records, financial accounts or systems of control and management s response; 5.14 to ensure that the Board will provide a timely response to the issues raised in the external auditor s management letter; 4

5 5.15 to review arrangements the Company s employees can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The Committee shall ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action; 5.16 to report to the Board on the matters set out in these Terms; and 5.17 to consider other topics, as defined by the Board. Conduct of Business 6. Frequency of meetings: The Committee shall meet not less than twice a year. A meeting of the Committee may be convened by the Committee Secretary on request of a member or the external auditor or by any member. 7. Quorum: The quorum shall be any two members. Members may participate in any Committee meeting by means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person. 8. Voting: Questions arising at any Committee meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes, the Chairman shall have a second or casting vote. 9. Resolutions: A resolution in writing signed by all Committee members shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution may be contained in a single document or may consist of several documents all in like form. The Committee Secretary shall keep full minutes of Committee meetings. Such minutes shall record in sufficient detail the matters considered and decisions reached at the meeting and be open for inspection at any reasonable time on reasonable notice by any Director. Draft and final versions of the minutes shall be sent to all Committee members for their comments and records respectively, within a reasonable time after the meeting. 5

6 10. Attendance at meetings: Subject to paragraph 11 below, the Finance Director, the Group Financial Controller, the Head of Internal Audit (if any) and representatives of the external auditor will normally be expected to attend and, if requested by Committee members, shall attend meetings of the Committee. Other Board members who are not members of the Committee shall also have the right to attend such meetings. In addition to those provided in sub-paragraph 4.3(a) above, the Committee may, from time to time, invite any person to attend all or part of any meeting, as and when appropriate. 11. Annual meeting with external auditor: The Committee shall meet with the external auditor, at least annually, in the absence of management (except by invitation of the Committee), to discuss matters relating to its audit fees, any issues arising from the audit and any other matters the auditor may wish to raise. Other 12. Without prejudice to the generality of the duties set out in these Terms, the Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless prohibited by applicable laws and regulations to do so. Communication with Shareholders 13. The Chairman or in his/her absence, another Committee member or failing this his/her duly appointed delegate, shall attend the Company s annual general meetings to answer questions thereat. Hong Kong, 1 January

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