(Terms of reference of the Audit Committee 2009-04-07 webs 241K)

POLYTEC ASSET HOLDINGS LIMITED (the “Company”) Terms of Reference of Audit Committee 1. Constitution 1.1 The Board of Directors of the Company (the “Board”) resolved on 1 March 2000 to establish a committee of the Board to be known as the Audit Committee (hereinafter referred to as the “Committee”). 1.2 The Committee is established under delegation from the Board pursuant to Article 137 of the Company’s Articles of Association. 2. Membership 2.1 Members of the Committee shall be appointed by the Board from amongst the Non-executive Directors and shall consist of not less than three members. A majority of the members should be Independent Non-executive Directors and at least one of whom should have appropriate professional qualifications or accounting or related financial management expertise. 2.2 The Board shall nominate one of the Independent Non-executive Directors as the chairman of the Committee. 2.3 A former partner of the Company’s existing auditing firm shall be prohibited from acting as a member of the Committee for a period of one year commencing on the later of (a) the date of his/her ceasing to be a partner of the firm; or (b) the date of his/her ceasing to have any financial interest in the firm. 3. Secretary 3.1 The Company Secretary or such other person with appropriate qualification and experience as appointed by the Committee from time to time shall act as the Secretary of the Committee. 4. ...