Corporate Governance

Audit Committee - Terms of Reference

I. MANDATE

I. MANDATEThe Audit Committee (“Committee”) is a Board level committee.

The Committee is authorized by the Board to conduct investigation on any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with the Committee in respect of any information requested.

The Committee is authorized by the Board to obtain outside legal, accounting, or other independent professional advice and to allow the attendance at committee meetings by outsiders with relevant experience and expertise if it considers that necessary.

II. FUNCTIONS

II. FUNCTIONSThe duties of the Committee include reviewing and supervising the Bank’s financial reporting process and internal controls. These include:

drawing up, reviewing and periodically updating a written Charter for the Board’s approval indicating the composition of the Committee, its authority and duties, as well as the manner of reporting to the Board;

considering the appointment (or recommending full Board approval of the appointment), reappointment, removal and remuneration of external auditors;

meeting with the external auditor before the commencement of an audit to discuss the nature and scope of the audit;

ensuring effective policy in place in respect of the engagement of an external auditor to provide non-audit services;

reviewing the interim and annual financial statements before submission to the Board, focusing particularly on:

(a)

any changes in accounting policies and practices;

(b)

major judgmental areas;

(c)

significant adjustments resulting from the audit;

(d)

the going concern assumptions and any qualifications;

(e)

compliance with accounting standards;

(f)

compliance with legal requirements;

reviewing charge-offs of over HK$5 million;

overseeing the work of the external auditors (e.g. consider their audit work plan and review their audit conclusions and recommendations) and reviewing the external auditor’s management letter and management’s response;

discussing with management the internal control system including the adequacy of resources, qualifications and experience of staff in the Bank’s accounting and financial reporting departments, and their training programmes and budget and review the Bank’s statement on internal control systems in the annual report prior to endorsement by the Board;

reviewing the budget for resources of the Bank’s internal audit function;

10.

reviewing and approving the Internal Audit Charter drawn up and updated periodically by the Internal Audit Division;

11.

approving internal audit plan as well as the manpower and financial resources required taking into account the areas of the Bank’s operations to be covered;

12.

reviewing the performance of the Head of Internal Audit Division and ensuring the Internal Audit Division is effective, has adequate resources and an appropriate standing within the Bank;

13.

reviewing internal audit reports and significant recommendations made by Internal Audit and management action plans for improvement;

14.

ensuring co-ordination between the internal and external auditors and fostering meetings between them to discuss their findings;

15.

approving the appointment or dismissal of the Head of Internal Audit, and in case of resignation, the Committee should be notified promptly of the resignation and any reasons given therefor;

16.

monitoring compliance with the Bank’s policies and regulations, and with statutory regulations;

17.

reviewing the risk management processes and reporting to the Board regularly;

18.

periodically reviewing the independent assessment from the internal audit function on the effectiveness of the Bank’s risk governance arrangements as specified in paragraph 6.2.3 of the Supervisory Policy Manual IC-1 on Risk Management Framework.

19.

reviewing the group’s financial and accounting policies and practices; and

20.

assuming duties in respect of other audit related issues as defined by the Board.

III. MEETING FREQUENCY AND MINUTES

III. MEETING FREQUENCY AND MINUTESMeetings shall be held at least four times a year and more frequently when deemed necessary.

The Company Secretary shall be the secretary of the Committee.

Meeting minutes shall be prepared by the Committee Secretary of the Committee.

IV. MEMBERSHIP AND QUORUM

IV. MEMBERSHIP AND QUORUMNon-Executive Directors with the majority being independent non-executive directors shall be appointed as Members of the Committee.

The Chairman should be an independent non-executive director with a background in accounting, banking or other relevant financial industry. To ensure independence, the Chairman of the Committee should not also be the Chairman of the Board or of any other committee.

To be valid, a Committee meeting must have a quorum of not less than 2 Committee Members both of whom must be independent non-executive directors. If only one member is an independent non-executive director, that independent non-executive member will also be chairman of the meeting and will have the casting vote.

The Committee shall invite, as it considers appropriate, executive directors, any member of staff, external auditors or internal auditor to attend the Audit Committee Meetings.

V. GOVERNANCE

V. GOVERNANCEResolutions shall be determined by a majority of votes. In the case of any equality of votes the Chairman of the meeting shall have an additional or casting vote (Article 106 of the Articles of Association).

A resolution in writing signed by a majority of the members of the Audit Committee shall be valid and effectual as a resolution passed at a meeting of the Committee (Article 114 of the Articles of Association).

VI. REPORTING

VI. REPORTINGThe Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.

12 December 2023