EVA Precision Industrial Holdings Limited has adopted a revised Terms of Reference for its Audit Committee, effective 30 March 2026. The document replaces the versions last updated in 2015 and 2012, reflecting broadened governance expectations since the Committee’s establishment on 20 April 2005.
Key structural changes
• Membership criteria remain stringent: at least three non-executive directors, the majority being independent, with one possessing professional accounting or financial management expertise as required by Hong Kong Listing Rule 3.10(2). A former partner of the Company’s auditing firm must observe a two-year cooling-off period before joining the Committee.
• The Board retains authority to appoint or remove Committee members, and an independent non-executive director must chair the Committee.
Expanded authority and resources
• The Committee can require any director, employee or external adviser to supply information, attend meetings or conduct investigations. • It may obtain independent legal or professional advice and must be provided with “sufficient resources” to perform its duties. • Where the Board disagrees with the Committee on auditor appointments or dismissals, the Board must disclose the divergence in the Corporate Governance Report.
Enhanced duties
1. Auditor oversight – Primary responsibility for recommending appointment, re-appointment or removal of the external auditor and approving audit fees. – Mandatory review of auditor independence, scope and effectiveness, and formulation of a policy governing auditor-provided non-audit services.
2. Financial reporting quality – Monitoring integrity of annual, half-year and (if prepared) quarterly reports, focusing on accounting policy changes, significant judgements, major audit adjustments, going-concern assumptions and Listing Rule compliance. – Required meetings with auditors at least twice annually and direct engagement on contentious or unusual accounting matters.
3. Risk management and internal control – Review of financial controls and, unless handled elsewhere, the Group’s broader risk management and internal control systems. – Assessment of management’s resources, staff qualifications and budget for the accounting and financial reporting function. – Coordination between internal and external auditors and evaluation of the internal audit function’s effectiveness.
4. Whistle-blowing, anti-corruption and compliance – Establishment, monitoring and periodic review of whistle-blowing and anti-corruption policies. – Ongoing review of legal and regulatory compliance practices, the corporate code of conduct and overall corporate-governance framework.
Reporting and transparency
• Full minutes of each committee meeting will be kept and made available to directors. • The Committee must report its decisions and recommendations to the Board unless restricted by legal or regulatory requirements. • The Committee chair or another independent member will attend annual general meetings to address shareholder queries.
The updated mandate underscores EVA Precision’s commitment to rigorous audit independence, robust risk oversight and heightened transparency for stakeholders.