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The board of directors (the “Board”) of China Foods Limited (the “Company”) resolved to establish the Audit Committee (the “Committee”) on 15 September 1998.

The Committee shall assist the Board in providing an independent review of the effectiveness of the financial reporting process, risk management and internal control systems of the Company and to maintain an appropriate relationship with the Company’s auditors.

The principal purpose of the Committee shall be to ensure the Company to duly comply with the financial reporting and internal control principles of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the Board to maintain an appropriate relationship with the Company’s external auditors.