Terms of Reference for Audit Committee

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(c)If the employees wish, they can submit the Complaints by sending an emailto the AC Chairman directly at joshuaong@tfwlcl.com.2. Investigation(a) Chief Executive Officer, Chairman of the Board or AC Chairman shallinform the AC, in summary form or otherwise, of all Complaints received,with an initial assessment as to the appropriate treatment of each Complaint.Assessment, investigation, and evaluation of Complaints shall be conductedby, or at the discretion of the AC. If the AC deems it appropriate, it mayengage at the Company’s expense, independent advisers, external counsel oraccountants unaffiliated with the Company’s auditors.(b) The employee who reports the Complaints may be asked to provide moreinformation during the course of the investigation.(c) Following investigation and evaluation of a Complaint, the AC Chairmanshall report to the AC on recommended disciplinary or remedial action if any.The action determined by the AC to be appropriate shall then be brought tothe Board or to appropriate members of senior management for authorizationand implementation respectively. If the action taken to resolve a Complaintis deemed by the AC to be material or otherwise appropriate for inclusion inthe minutes of meetings of the AC, it shall be so noted in the minutes.(d) Where the report on the Complaints discloses a possible criminal offence,the Company, after consulting the legal advisers, will decide if the mattershould be referred to the relevant authorities such as the Singapore/HongKong Police Force, Hong Kong Independent Commission Against Corruptionand Securities and Futures Commission, Singapore Corrupt PracticesInvestigation Bureau etc., as appropriate for further action. Once the matteris referred to the authorities, the Company will not be able to take furtheraction on the matter, including advising the employee of the referral.(e)Any effort to retaliate against any person making a Complaint in good faithis strictly prohibited and shall be reported immediately to the AC Chairman.– 2 –
3. Retention of Records of Complaints(a) Records pertaining to the Complaint and the investigation if any, shallbe the property of the Company and shall be retained by the Company incompliance with applicable laws and the document retention policies of theCompany.(b)The records shall be subject to safeguards to ensure their confidentiality andwhen applicable, to protect the identity of the complainant.– 3 –
Page 1 and 2: CHINA XLX FERTILISER LTD.AUDIT COMM
Page 3 and 4: 2.4 The AC comprises:-(a)(b)(c)Mr.
Page 5 and 6: 7. PARTICIPATION VIA COMMUNICATION
Page 7 and 8: 10.8 review with external auditors
Page 9 and 10: 11. REPORTINGEach meeting of the AC

Terms of Reference for Audit Committee

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