TOR - Audit Committee Final d27072006

GLOBAL TECH (HOLDINGS) LIMITED TERMS OF REFERENCE OF AUDIT COMMITTEE (Adopted by a written resolution of all Directors passed on 30th August, 2005) (Revised at a Board Meeting held on 27th July 2006) (Note: References in brackets at end of paragraphs are to the corresponding paragraph numbers in Section C3 of Appendix 14 (Code on Corporate Governance Practices) to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (January 2005 Edition)) 1 Purpose of the Audit Committee (“the Committee”) 1.1 To assist the Board of Directors (“the Board”) of Global Tech (Holdings) Limited (“the Company”) in reviewing the effectiveness of its financial reporting process and the system of internal control and in overseeing the audit process and performing other duties and responsibilities as assigned by the Board, in each case in accordance with the terms of reference herein. 2 Authority 2.1 The Committee shall have the following authority within its terms of reference: 2.1.1 Obtain advice and assistance from, at the Company’s expense, outside legal, accounting or other consultants to advise the Committee if it considers the same necessary; and 2.1.2 Seek any information it requires from management and employees. 3 Composition 3.1 The Committee shall comprise at least a minimum of three members and all members must be non-executive directors (“NEDs”). The majority of the audit committee members must ...