Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd. released a detailed Rules of Procedures for its Board Audit Committee, aiming to strengthen decision-making transparency, enhance internal and external audit supervision, and optimise overall corporate governance.

Key highlights of the charter are as follows:

1. Establishment and Accountability • The Audit Committee is positioned as a specialised committee under the Board and is directly accountable to it. • The Company will provide all necessary resources, while management and relevant departments are required to cooperate fully with the committee’s information requests.

2. Composition and Tenure • The committee must include a minimum of three non-executive directors, with independent directors forming the majority. • At least one member must hold accounting or related financial management expertise as defined by Hong Kong Listing Rule 3.10(2). • Former partners of the Company’s external auditor are barred from committee membership for two years after leaving the audit firm. • Members serve concurrent terms with the Board and can be re-elected; vacancies arising from loss of director status or independence must be filled by the Board.

3. Core Responsibilities External Auditor Oversight • Recommend appointment, re-appointment, remuneration, and removal of the external auditor. • Monitor auditor independence, audit scope, and non-audit services.

Financial Reporting Review • Assess integrity of annual, interim, and quarterly financial statements, focusing on accounting policy changes, significant judgements, major adjustments, going-concern assumptions, and regulatory compliance. • Meet the external auditor at least twice a year.

Risk Management and Internal Control • Evaluate financial controls and, in the absence of a separate risk committee, oversee the Company’s risk management and internal control systems. • Review adequacy of resources, qualifications, and training of accounting and financial reporting staff. • Ensure effective coordination between internal and external auditors and monitor the performance of the internal audit function.

Whistleblowing and Compliance • Oversee arrangements enabling employees to confidentially raise concerns about financial reporting, internal control, or other misconduct, ensuring impartial investigation and follow-up action.

4. Meeting Framework • Regular meetings will occur at least quarterly; extraordinary meetings can be convened by the Board, the committee chair, any two members, the Board chair, or the external auditor. • A quorum requires two-thirds of members. Resolutions pass with a simple majority, excluding any member with a conflict of interest. • The committee may call on directors, senior management, or external experts to attend and may seek independent professional advice at the Company’s expense.

5. Documentation and Disclosure • Meeting minutes are to be prepared, signed by attending members, and retained by the Company Secretary. • The committee’s terms of reference will be published on both the Hong Kong Stock Exchange and the Company’s websites.

These procedures take immediate effect upon Board approval and supersede all previous versions, with provisions for timely amendment to remain aligned with evolving laws, regulations, and listing rules.