Keytop Parking Inc. has released an updated “Terms of Reference for the Audit Committee,” setting out a comprehensive framework to strengthen financial oversight, risk management, and corporate governance as the company prepares for its overseas H-share listing on The Stock Exchange of Hong Kong Limited (HKEX). The rules become effective upon listing, immediately superseding the previous version.

The Audit Committee will comprise three non-executive directors, including at least two independent non-executive directors (INEDs). The chair must be an INED with recognised accounting or financial expertise, and at least one member must hold “appropriate accounting or related financial management expertise” as defined by the Hong Kong Listing Rules. Former partners of Keytop Parking’s external auditor are barred from committee service for two years after leaving the audit firm or divesting their financial interests, whichever is later.

Key responsibilities include: • Financial reporting oversight—reviewing annual, half-year and quarterly statements, monitoring changes in accounting policies, and ensuring compliance with PRC regulations and HKEX requirements. • Auditor management—recommending appointment or removal of external auditors, approving remuneration and scope of work, and meeting auditors at least once annually without management present to assess independence. • Internal control and risk management—evaluating internal and external audit effectiveness, monitoring financial controls, supervising the internal audit function, and scrutinising major risk management findings and ESG-related risks. • Connected transactions—verifying the list of connected persons, conducting semi-annual and annual reviews of all connected transactions, and reporting results to the Board. • Whistle-blower protection—ensuring confidential channels for employees to report improprieties and overseeing fair, independent investigations.

The committee must convene a minimum of one regular meeting per quarter, with one session scheduled before the Board reviews the annual report. The quorum is two-thirds of members, and resolutions require a majority vote. Extraordinary meetings can be called by the Board, the committee chair, any two members, or the external auditor. Minutes and summaries are to be maintained by the company secretary and securities department, preserving confidentiality requirements.

The document confirms that the Board retains the right to interpret and amend the Terms, which are published in both Chinese and English, with the Chinese version prevailing in case of discrepancies. By codifying these detailed governance procedures, Keytop Parking aims to align its oversight mechanisms with national regulations and HKEX standards as it enters the public market.