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EXHIBIT 99.1
 KHD HUMBOLDT WEDAG INTERNATIONAL LTD.  AUDIT COMMITTEE CHARTER
 I.
    
    Purpose of Audit Committee of KHD Humboldt Wedag International Ltd. (the Corporation)
  1.
    
    Assist the Board of Directors of the Corporation (the Board) in fulfilling
its oversight responsibilities relating to:
 (a)
    
    the quality and integrity of the Corporations financial
statements, financial reporting process and systems of internal controls and
disclosure controls regarding risk management, finance, accounting, and legal
and regulatory compliance;(b)
    
    the independence and qualifications of the Corporations
independent accountants and review of the audit efforts of the Corporations
independent accountants and internal auditing department; and(c)
    
    the development and implementation of policies and processes
regarding corporate governance matters.
 2.
    
    Provide an open avenue of communication between the internal auditing
department, the independent accountants, the Corporations financial and senior
management and the Board.3.
    
    Prepare the report required to be prepared by the Committee pursuant to the
rules of the Securities and Exchange Commission (the SEC) for inclusion in the
Corporations annual proxy statement.




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- 2 - II.
    
    Composition
  III.
    
    Authority




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- 3 -  IV.
    
    Appointing Members
  V.
    
    Chairperson
  VI.
    
    Meetings
  1.
    
    A quorum for meetings shall be two members, present in person or by telephone
or other telecommunication device that permit all persons participating in the meeting
to speak and hear each other.2.
    
    The Committee shall meet at least quarterly (or more frequently as
circumstances dictate).3.
    
    Notice of the time and place of every meeting shall be given in writing or
facsimile communication to each member of the Committee and the external auditors of
the Corporation at least 48 hours prior to the time of such meeting.




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- 4 - VII.
    
    Specific Duties
  1.
    
    Select the independent accountants, considering independence and effectiveness,
approve all audit and non-audit services in advance of the provision of such services
and the fees and other compensation to be paid to the independent accountants, and
oversee the services rendered by the independent accountants (including the resolution
of disagreements between management and the independent accountants regarding
preparation of financial statements) for the purpose of preparing or issuing an audit
report or related work, and the independent accountants shall report directly to the
Committee.2.
    
    Review the performance of the independent accountants, including the lead
partner of the independent accountants, and, in its sole discretion, approve any
proposed discharge of the independent accountants when circumstances warrant, and
appoint any new independent accountants.3.
    
    Periodically review and discuss with the independent accountants all
significant relationships the independent accountants have with the Corporation to
determine the independence of the independent accountants, including a review of
service fees for audit and non-audit services.4.
    
    Inquire of management, the internal auditing department and the independent
accountants and evaluate the effectiveness of the Corporations process for assessing
significant risks or exposures and the steps management has taken to monitor, control
and minimize such risks to the Corporation. Obtain annually, in writing, the letters of
the independent accountants as to the adequacy of such controls.5.
    
    Consider, in consultation with the independent accountants and the internal
auditing department, the audit scope and plan of the independent accountants and
internal auditing department.6.
    
    Review with the independent accountants the coordination of audit effort to
assure completeness of coverage, and the effective use of audit resources.7.
    
    Consider and review with the independent accountants and internal auditing
department, out of the presence of management:
 (a)
    
    the adequacy of the Corporations internal controls and
disclosure controls including the adequacy of computerized information systems
and security;(b)
    
    the truthfulness and accuracy of the Corporations financial
statements; and




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- 5 - (c)
    
    any related significant findings and recommendations of the
independent accountants and internal auditing department together with
managements responses thereto.
 8.
    
    Following completion of the annual audit, review with management, the
independent accountants and the internal auditing department:
 (a)
    
    the Corporations annual financial statements and related
footnotes;(b)
    
    the independent accountants audit of the financial statements
and the report thereon;(c)
    
    any significant changes required in the independent
accountants audit plan; and(d)
    
    other matters related to the conduct of the audit which are to
be communicated to the committee under generally accepted auditing standards.
 9.
    
    Following completion of the annual audit, review separately with each of
management, the independent accountants and the internal auditing department any
significant difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information.10.
    
    Establish regular and separate systems of reporting to the Committee by each of
management, the independent accountants and internal auditing department regarding any
significant judgments made in managements preparation of the financial statements and
the view of each as to appropriateness of such judgments.11.
    
    In consultation with the independent accountants, review any significant
disagreement among management and the independent accountants in connection with the
preparation of the financial statements, including managements responses.12.
    
    Consider and review with management and the internal auditing department:
 (a)
    
    significant findings during the year and managements responses
thereto;(b)
    
    any changes required in the planned scope of their audit plan;(c)
    
    the internal auditing department budget and staffing; and(d)
    
    internal auditors compliance with the appropriate internal
auditing standards.
 13.
    
    Review filings with the SEC and other published documents containing the
Corporations financial statements, including any certification, report, opinion or
review rendered by the independent accountants, or any press releases announcing




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- 6 - earnings (especially the use of pro forma or adjusted information not prepared
in compliance with generally accepted accounting principles) and all financial
information and earnings guidance intended to be provided to analysts and the public
or to rating agencies, and consider whether the information contained in these
documents is consistent with the information contained in the financial statements.14.
    
    Review the regular internal reports to management prepared by the internal
auditing department and managements response.15.
    
    Prepare and include in the Corporations annual proxy statement or other
filings of the SEC any report from the Committee or other disclosures as required by
applicable laws and regulations.16.
    
    Review with management the adequacy of the insurance and fidelity bond
coverages, reported contingent liabilities, and managements assessment of contingency
planning. Review managements plans regarding any changes in accounting practices or
policies and the financial impact of such changes, any major areas in managements
judgment that have a significant effect upon the financial statements of the
Corporation, and any litigation or claim, including tax assessments, that could have a
material effect upon the financial position or operating results of the Corporation.17.
    
    Review with management, the internal auditing department and the independent
accountants, each annual, quarterly and other periodic report prior to its filing with
the SEC or other regulators or prior to the release of earnings.18.
    
    Review policies and procedures with respect to officers expense accounts and
prerequisites, including their use of corporate assets, and consider the results of any
review of these areas by the internal auditing department and the independent
accountants.19.
    
    Establish, review and update periodically a Code of Business Conduct and Ethics
for employees, officers and directors of the Corporation and ensure that management has
established a system to enforce this Code of Business Conduct and Ethics.20.
    
    Review managements monitoring of the Corporations compliance with the
Corporations Code of Business Conduct and Ethics.21.
    
    Review, with the Corporations counsel, any legal, tax or regulatory matter
that may have a material impact on the Corporations financial statements, operations,
related Corporation compliance policies, and programs and reports received from
regulators.22.
    
    Evaluate and review with management the Corporations guidelines and policies
governing the process of risk assessment and risk management.




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- 7 - 23.
    
    Consider questions of possible conflicts of interest of Board members and of
the corporate officers and approve in advance all related party transactions.24.
    
    Provide advice on changes in Board compensation.25.
    
    Meet with the independent accountants, internal auditing department and
management in separate executive sessions to discuss any matters that the Committee or
these groups believe should be discussed privately with the Committee.26.
    
    Report Committee actions to the Board with such recommendations as the
Committee may deem appropriate.27.
    
    Maintain, review and update the procedures for (i) the receipt, retention and
treatment of complaints received by the Corporation regarding accounting, internal
accounting controls or auditing matters and (ii) the confidential, anonymous submission
by employees of the Corporation of concerns regarding questionable accounting or
auditing matters, as set forth in Annex A attached to this Charter.28.
    
    Review and update this Charter periodically and recommend any proposed changes
to the Board for approval, in accordance with the requirements of the 1934 Act and
Nasdaq Rules.29.
    
    Perform such other functions consistent with this Charter, the Corporations
Articles and governing law, as the Committee deems necessary or appropriate.




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ANNEX A
PROCEDURES FOR THE SUBMISSION OF
COMPLAINTS AND CONCERNS REGARDING
ACCOUNTING, INTERNAL ACCOUNTING CONTROLS OR
AUDITING MATTERS
 1.
    
    KHD Humboldt Wedag International Ltd. (the Corporation) has designated its Audit Committee
of its Board of Directors (the Committee) to be responsible for administering these
procedures for the receipt, retention, and treatment of complaints received by the Corporation
or the Committee directly regarding accounting, internal accounting controls, or auditing
matters.2.
    
    Any employee of the Corporation may on a confidential and anonymous basis submit concerns
regarding questionable accounting controls or auditing matters to the Committee by setting
forth such concerns in a letter addressed directly to the Committee with a legend on the
envelope such as Confidential or To be opened by Committee only. If an employee would like
to discuss the matter directly with a member of the Committee, the employee should include a
return telephone number in his or her submission to the Committee at which he or she can be
contacted. All submissions by letter to the Committee can be sent to:
 
 3.
    
    Any complaints received by the Corporation that are submitted as set forth herein will be
forwarded directly to the Committee and will be treated as confidential if so indicated.4.
    
    At each meeting of the Committee, or any special meetings called by the Chairperson of the
Committee, the members of the Committee will review and consider any complaints or concerns
submitted by employees as set forth herein and take any action it deems necessary in order to
respond thereto.5.
    
    All complaints and concerns submitted as set forth herein will be retained by the Committee
for a period of seven (7) years.