audit committee terms of reference - as amended 15.7 .09

VANTAGE INTERNATIONAL (HOLDINGS) LIMITED (the “Company” which together with its subsidiaries, the “Group”) Audit Committee (“Audit Committee”) of the Board of Directors (“Board”) of the Company Terms of Reference (Adopted on 8 September 2000, as revised on 16 December 2005 and 15 July 2009) A. Constitution The Audit Committee is established pursuant to a resolution passed by the Board at a meeting held on 8 September 2000. B. Audit Committee 1. Membership 1.1 Members of the Audit Committee shall comprise the non-executive directors of the Company and such other members as the Board may appoint from time to time and shall consist of not less than two members, the majority of whom shall be non-executive directors. 1.2 The Chairman of the Audit Committee shall be appointed by the Board. 1.3 The Company Secretary or such other person as appointed by the Board shall be the secretary of the Audit Committee.. 1.4 The appointment of the members and the secretary of the Audit Committee may be revoked and additional members may be appointed to the Audit Committee by separate resolutions passed by the Board and the Audit ittee. 1.5 In the event that the Board includes a former partner of the Company’s existing auditing firm, such Director shall be prohibited from acting as a member of the Audit Committee for a period of 1 year commencing on the later of the date of his ceasing: (a) to be a partner of the firm; or ...