China XLX Fertiliser Ltd

CORPORATE GOVERNANCE REPORTACCOUNTABILITY AND AUDITAccountabilityPrinciple 10: The Board should present a balanced and understandable assessment of the company’s performance,position and prospects.The Board is accountable to the shareholders and is mindful of its obligations to furnish timely information and toensure full disclosure of material information to shareholders in compliance with statutory requirements and theListing Manual of the SGX-ST.Price sensitive information will be publicly released either before the Company meets with any group of investorsor analysts or simultaneously with such meetings. Financial results and annual reports will be announced or issuedwithin legally prescribed periods.Audit CommitteePrinciple 11: The Board should establish an Audit Committee with written terms of reference which clearly set outits authority and duties.The Audit Committee comprises the following three members, all of whom are independent directors:Mr Ong Kian GuanMr Li ShengxiaoMr Ong Wei Jin(Chairman)(Member)(Member)The Audit Committee functions under the terms of reference which sets out its responsibilities as follows:i. review the audit plans and reports of our internal and external auditors;ii.iii.iv.review of the financial statements before submission to the Board for approval;review and consider the appointment or re-appointment of the external auditors and matters relating toresignation or dismissal thereof;review of interested person transactions (within the definition of the Listing Manual) involving the Group inaccordance with the Listing Manual;v. review the effectiveness and adequacy of the internal accounting and financial control procedures;vi.vii.viii.generally undertake such other functions and duties as may be required by the Listing Manual;review and approve future hedging policy, instruments used for hedging and foreign exchange policy andpractice of the Group (if it becomes applicable to the Group in the future); andconsider the appointment and termination of our internal auditorsThe Audit Committee has the power to conduct or authorise investigations into any matters within the AuditCommittee’s scope of responsibility. The Audit Committee is authorised to obtain independent professional adviceif it deems necessary in the discharge of its responsibilities. Such expenses are to be borne by the Company.Each member of the Audit Committee shall abstain from voting any resolutions in respect of matters he isinterested in.China XLX Fertiliser Ltd.31