Gpixel Changchun Microelectronics Inc. has published the Terms of Reference for its newly established Audit Committee, setting out a comprehensive framework designed to reinforce corporate governance and align with the Company Law of the People’s Republic of China, Hong Kong Listing Rules and the company’s Articles of Association. The charter will take effect upon the listing and trading of the firm’s H shares on the Stock Exchange of Hong Kong.

The committee will comprise no fewer than three non-executive directors, with independent non-executive directors forming the majority. At least one member must possess professional accounting or financial management expertise, and the committee chair must be an independent director with an accounting background. Members serve concurrent terms with the board and may be re-elected.

Key responsibilities include: • Supervising both external and internal audit functions and assuming the statutory role of a supervisory committee. • Monitoring external auditor independence, recommending appointment or dismissal, approving audit fees and meeting privately with auditors at least once a year without management present. • Reviewing annual, half-year and (where applicable) quarterly financial statements, focusing on major accounting judgments, changes in policies, material errors and potential fraud. • Evaluating the effectiveness of the company’s financial reporting, risk management and internal control systems, including resource adequacy and staff qualifications in finance functions. • Overseeing internal audit planning, implementation and follow-up, and ensuring the internal audit department has sufficient resources and appropriate standing. • Establishing whistle-blowing arrangements that allow employees to confidentially raise concerns about financial reporting or control irregularities.

The charter stipulates rigorous decision-making procedures: meetings require a two-thirds quorum, resolutions pass with a simple majority, and interested members must abstain. The committee may invite external auditors, internal audit staff, finance personnel or legal advisers to attend sessions and is empowered to engage independent professional advisers at the company’s expense.

All resolutions and meeting minutes will be furnished to the board, and committee members are obliged to maintain confidentiality. Should future laws or amended Articles of Association conflict with the charter, the updated regulations will prevail, with the board retaining final interpretative authority.