Terms of Reference for Audit Committee 6 4 2009 clean

Version date: April 2009 CHINA RESOURCES ENTERPRISE, LIMITED (“Company”) Terms of Reference for Audit Committee Constitution 1. The Board has established a Committee known as the Audit Committee (“Committee”). Membership 2. The members shall be appointed by the Board from amongst the non-executive Directors of the Company and shall consist of not less than three members, a majority of whom should be independent. At least one member shall have the appropriate professional qualifications or accounting or related financial management expertise as required under rule 3.10(2) of the Listing Rules. Two members shall form a quorum. 3. A former partner of the Company’s existing auditing firm (“Firm”) is prohibited from acting as a member of the Committee for a period of 1 year commencing on the date of his ceasing: (a) to be a partner of the Firm; or (b) to have any financial interest in the Firm, whichever is the later. 4. The Chair of the Committee shall be appointed by the Board and should be an independent Director and in his absence, members present may elect any member to chair a Committee meeting. Attendance at meetings 5. The Finance Director (or the Group Financial Controller), the Head of Internal Audit, and a representative of the external auditors shall normally attend meetings. However, at least once a year the Committee shall meet with the external and internal auditors without other executive Board members present. ...