The Company has established an Audit Committee in compliance with Rule 3.21 of the Listing Rules. As at 31 December 2018, the Company’s Audit Committee comprised three independent non-executive Directors, namely Mr. Huang Dongliang (chairman), Mr. Wu Feng and Mr. Zhang Yong.

The primary duties of the Audit Committee (inter alia) are to review the financial reporting process and internal control system of the Group, and to make proposals to the Board as to appointment, renewal and resignation of the Company’s independent external auditors and the related remuneration and appointment terms. The Audit Committee has reviewed the annual report with the management and the Company’s independent external auditors and recommended its adoption by the Board.

The written terms of reference, which describe the authority and duties of the Audit Committee, are regularly reviewed and were updated by the Board to comply with provision C.3.3 of the Code in 2018. The Audit Committee held two meetings during the year ended 31 December 2018.

The Audit Committee oversees the financial reporting process. In this process, the management of the Company is responsible for the preparation of the Group’s financial statements including the selection of suitable accounting policies. Independent external auditors are responsible for auditing and attesting to the Group’s financial statement and evaluating the Group’s system of internal controls. The Audit Committee oversees the respective works of the management and the independent external auditors to monitor the processes and safeguards employed by them. The Audit Committee reports to the Board on its findings after each of its meeting. With effect from 1 January 2018, the Audit Committee oversees the Group’s risk management system.

Memorandum and Articles of Association of Tianneng Power