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Terms of Reference for Audit Committee

Terms of Reference for Audit Committee

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2.4 The AC comprises:–(a)(b)(c)Mr. Ong Kian Guan (Chairman);Mr. Ong Wei Jin; andMr. Li Shengxiao2.5 A member who wishes to retire or resign from the AC shall notify the Board inwriting giving three (3) months’ notice or such shorter notice as may be agreedby the Board.2.6 A member shall notify the AC immediately, <strong>of</strong> any change in circumstances thatmay result in him not being able to meet the criteria <strong>for</strong> independence (withinthe meaning <strong>of</strong> Section 201B <strong>of</strong> the Act, the CCG and the Listing Rules).The Board may, after considering the change in circumstances, require theresignation <strong>of</strong> the member.2.7 Pursuant to Section 201B(4) <strong>of</strong> the Act, Rule 704(8) <strong>of</strong> the Listing Manualand Rule 3.23 <strong>of</strong> the Listing Rules, where, by virtue <strong>of</strong> any vacancy in themembership <strong>of</strong> the AC <strong>for</strong> any reason, the number <strong>of</strong> members <strong>of</strong> the AC isreduced to less than 3, the Board shall, within 2 months (but in any case notlater than 3 months), appoint such number <strong>of</strong> new members to the AC as maybe required to make up the minimum number <strong>of</strong> 3. Any new member appointedshall hold <strong>of</strong>fice <strong>for</strong> the remainder <strong>of</strong> the term <strong>of</strong> <strong>of</strong>fice <strong>of</strong> the member <strong>of</strong> theAC in whose place he is appointed.2.8 The members <strong>of</strong> the AC may elect from their number a Chairman. Until thatelection, the Chairman shall be the person appointed by the Board.2.9 A member shall automatically cease to be a member <strong>of</strong> the AC if he is removed/disqualified under the rules <strong>of</strong> the Act and any other applicable laws and rules,or if he resigns/retires/is not re-elected as a Board member.2.10 Pursuant to paragraph 12.9 <strong>of</strong> the CCG and the Corporate Governance Code (the“CG Code”) as contained in Appendix 14 to the Listing Rules, a <strong>for</strong>mer partneror director <strong>of</strong> the Company’s existing auditing firm or auditing corporationshould not act as a member <strong>of</strong> the Company’s AC: (a) within a period <strong>of</strong> 12months commencing on the date <strong>of</strong> his ceasing to be a partner <strong>of</strong> the auditingfirm or director <strong>of</strong> the auditing corporation; and (b) within a period <strong>of</strong> 12months commencing on the date <strong>of</strong> his/her ceasing to have any financial interestin the auditing firm or auditing corporation, whichever is later.– 3 –

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