Century Ginwa has released an updated “Terms of Reference for the Audit Committee,” detailing strengthened governance standards for the board-level committee responsible for financial oversight, risk management and auditor relations.

Key structural updates

1. Composition and expertise • The Audit Committee must comprise at least three non-executive directors, with a majority being independent. • At least one independent director must hold professional accounting or related financial management qualifications, aligning with Hong Kong Listing Rules. • A former partner of the Company’s current audit firm is barred from committee membership for two years after stepping down or exiting any financial interest in that firm. • The committee chair must be an independent non-executive director appointed by the board.

2. Meeting cadence and procedures • The committee is required to meet a minimum of twice each financial year; two members constitute a quorum. • Meetings may be held in person, by telephone or video conference, and resolutions pass by simple majority. Written resolutions signed by all members carry the same validity as in-person votes. • Draft minutes must be circulated promptly to all committee members, with final minutes distributed to both the committee and the full board.

3. Authority and resources • The committee may demand any financial information from management deemed necessary for its duties. • It is authorised to seek independent legal or professional advice at the Company’s expense and must be provided with adequate resources to perform its functions effectively.

4. Core responsibilities • Auditor oversight: Recommend appointment, re-appointment or removal of external auditors, approve their remuneration and monitor independence, objectivity and audit effectiveness. • Financial reporting: Review integrity of annual, half-year and, where prepared, quarterly financial statements, including accounting policy changes, major judgmental areas, audit adjustments and going-concern assumptions. • Risk management and internal control: Evaluate financial controls, risk management systems and internal audit effectiveness; ensure adequate staffing and training of finance personnel. • Whistle-blowing: Oversee confidential channels for employees to raise concerns about financial reporting or control irregularities and ensure fair, independent investigations. • Reporting: Provide formal reports to the board after each committee meeting.

The revised charter, last amended on 26 March 2026, seeks to align Century Ginwa’s audit oversight with best-practice corporate governance standards required under the Hong Kong Listing Rules, enhancing transparency and control across the retail group’s operations.