Zhongmiao Holdings (Qingdao) Co., Ltd. (Stock Code: 01471, “ZHONGMIAO”) has released a comprehensive revision of the Terms of Reference for its Board Audit Committee, detailing an expanded governance framework aimed at enhancing financial oversight, internal control and risk-management effectiveness.

Key Features of the Revised Charter

1. Committee Composition • Minimum of three non-executive directors, with independent non-executive directors (INEDs) forming at least half of the membership. • The committee chair must be an INED with recognised accounting or financial expertise. • Former partners or individuals holding financial interests in ZHONGMIAO’s external audit firm are barred from committee membership for two years post-tenure, safeguarding auditor independence.

2. Principal Responsibilities • External Audit: Annual assessment of the external auditor’s performance, recommending appointment, re-appointment or dismissal, and negotiating audit remuneration and scope. • Financial Reporting: Mandatory review of quarterly (if any), interim and annual financial statements, focusing on accounting policy changes, major estimates, material adjustments, and going-concern assumptions prior to Board approval. • Internal Control & Risk Management: Ongoing evaluation of financial controls, internal audit effectiveness and resource adequacy; oversight of risk-management systems; coordination between internal audit and external auditors. • Compliance & Governance: Monitoring adherence to the Hong Kong Listing Rules, Corporate Governance Code and other regulatory requirements; reviewing director and senior-management conduct; establishing whistleblower and complaint-handling mechanisms to ensure confidential, independent investigations.

3. Authority & Escalation Powers • Empowered to convene extraordinary Board or shareholders’ meetings when necessary. • May recommend removal of directors or senior management for breaches of laws, regulations or corporate policies. • Authorised to engage external professionals—such as lawyers or accountants—with fees borne by the company. • Reports findings and recommendations directly to the Board and ensures management addresses auditor observations promptly.

4. Operating Procedures • At least two scheduled meetings per year, aligned with interim and annual results announcements; extraordinary meetings can be called by the chair or at least half of committee members. • Quorum requires two-thirds attendance, including at least one INED; resolutions pass by majority vote, with the chair holding a casting vote in the event of a tie. • Detailed minutes must be prepared, signed by attending members, retained for a minimum of 10 years and made available to all directors. • The committee chair or an INED delegate will attend the annual general meeting to address shareholder queries on audit matters.

Implementation The revised Terms of Reference take immediate effect upon Board approval, superseding previous versions. Any future amendments will adhere to PRC laws, Hong Kong Listing Rules and the company’s Articles of Association.

By codifying these enhanced responsibilities and safeguards, ZHONGMIAO reinforces its commitment to robust corporate governance and transparent financial stewardship.