Members

Mr Kwong Che Keung, Gordon * (Committee Chairman)
Mr Cheng Wai Chee, Christopher *
The Honourable Shek Lai Him, Abraham *
Mr Dominic Lai

* independent non-executive director

NWS HOLDINGS LIMITED
Terms of Reference of Audit Committee (the "Committee")

1. Membership
1.1 The Committee shall be appointed by the board of directors of the Company (the "Board") from amongst the non-executive directors of the Company and shall consist of not less than three members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under the Listing Rules.

1.2 The majority of the Committee members must be independent non-executive directors of the Company.

1.3 The Chairman of the Committee shall be appointed by the Board from amongst the independent non-executive directors.

2. Secretary
2.1 The Company Secretary shall act as the secretary of the Committee.

3. Attendance at meetings
3.1 The Qualified Accountant or the Financial Controller of the Group and representatives of external auditor shall attend all meetings at the invitation of the Committee.

3.2 Other Board members shall also have the right of attendance. However, at least once a year, the Committee shall meet with the external auditor without executive directors present.

4. Frequency of Meetings
4.1 The Committee shall meet at least twice a year.

4.2 External auditor may request a meeting if they consider that one is necessary.

5. Notice of Meetings
5.1 Meetings of the Committee shall be summoned by the secretary of the Committee at the request of any member of the Committee.

6. Proceeding of Meetings
6.1 The quorum necessary for the transaction of business of the Committee shall be two.

6.2 In the case of any equality of votes, the Chairman of the Committee shall have a casting vote.

7. Minutes of Meetings
7.1 The secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

7.2 Minutes of Committee meetings shall be circulated promptly to all members of the Committee within a reasonable time after the meeting and, once agreed, to all other members of the Board.

8. Authority
8.1 The Committee is authorized by the Board to:

(a) review any activity within its terms of reference;

(b) seek any information that it requires from any employee of the Company and all employees are directed to co-operate with any requests made by the Committee; and

(c) obtain outside legal or independent professional advice and such advisors may attend meetings as necessary.

9. Duties
9.1 The duties of the Committee shall be:

(a) to be primarily responsible for making recommendation 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 resignation or dismissal of that auditor;

(b) to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standard. The Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;

(c) to develop and implement policy on the engagement of external auditor to supply non-audit services. For this purpose, external auditor shall include any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party having knowledge of all relevant information would reasonably conclude as part of the audit firm nationally or internationally. The Committee should report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;

(d) to monitor integrity of financial statements of the Company and its annual reports and accounts, half-year reports and to review significant financial reporting judgements contained in them. In this regard, in reviewing the Company's annual reports and accounts and half-year reports before submission to the Board, the Committee should focus particularly on:

(i) any changes in accounting policies and practices;
(ii) major judgement areas;
(iii) significant adjustments resulting from audit;
(iv) the going concern assumptions and any qualifications;
(v) compliance with accounting standards; and
(vi) compliance with the Listing Rules and other legal requirements in relation to financial reporting;

(e) In regard to (d) above:

(i) members of the Committee must liaise with the Board, senior management and the Company's Qualified Accountant and the Committee must meet, at least once a year, with the Company's auditor; and

(ii) the Committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the Company's Qualified Accountant, Chief Internal Auditor or auditor;

(f) to review the Company's financial control, internal control and risk management systems;

(g) to discuss with the management the system of internal control and ensure that management has discharged its duty to have an effective internal control system;

(h) to consider any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and management's response;

(i) to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor the effectiveness of the internal audit function;

(j) to review the group's financial and accounting policies and practices;

(k) to review the external auditor's management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control and management's response;

(l) to ensure that the Board will provide a timely response to issues raised in the external auditor's management letter; and

(m) to consider other topics, as defined by the Board.

10. Reporting Responsibilities
10.1 The Committee shall make whatever recommendations to the Board it deems appropriate or any area within its remit where action or improvement is needed.

10.2 The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

10.3 The Chairman of the Committee, or failing him, any member of the Committee shall attend the annual general meetings of the Company and shall answer questions on the Committee's activities and their responsibilities.