NEXCHIP Semiconductor Corporation (Hefei Jinghe Integrated Circuit Co., Ltd.) has published the “Terms of Reference of the Audit Committee,” outlining a strengthened governance framework that will take effect upon the company’s forthcoming H-share listing on the Stock Exchange of Hong Kong Limited (HKEX).

Key Governance Enhancements • Establishment & Alignment: The Audit Committee is positioned as a dedicated board committee to reinforce oversight of financial reporting, internal controls and both internal and external audit functions. The charter is aligned with PRC Company Law, Shanghai Stock Exchange STAR Market rules, the HKEX Listing Rules and the Corporate Governance Code.

• Committee Structure: – Minimum three non-executive directors; independent directors must form a majority. – At least one independent director must be an accounting professional, and another must have suitable financial or accounting expertise. – An independent director with accounting credentials will serve as convener. – Tenure matches that of the board, with immediate replacement required for any vacancy to maintain compliance.

• Expanded Supervisory Authority: The Audit Committee will assume the statutory powers of a board of supervisors under PRC law, including examination of financial affairs, supervision of directors and senior management, initiation of board or shareholder meetings, and authority to recommend dismissals for misconduct.

Core Responsibilities 1. Financial Reporting & Disclosure – Review and approve financial statements, periodic reports and internal-control evaluations before board submission. – Monitor significant accounting policy changes, key judgments, major adjustments, and going-concern assessments.

2. External Audit Oversight – Lead auditor selection, re-appointment or dismissal; determine remuneration and engagement terms. – Hold at least one closed-door session annually with the external auditor, independent of management. – Assess auditor independence and performance; prevent undue influence from controlling shareholders or management.

3. Internal Audit & Control – Direct and monitor the internal audit department, approve annual audit plans and ensure adequate resources. – Require semi-annual inspections of major corporate transactions (e.g., use of proceeds, guarantees, related-party dealings, large fund transfers). – Evaluate the effectiveness of risk-management and internal-control systems and oversee remediation of deficiencies.

4. Whistleblowing & Compliance – Establish confidential channels for employees and stakeholders to report improprieties. – Ensure fair, independent investigations and timely board responses to auditor management letters.

Operational Procedures • Meetings: At least quarterly, with extraordinary sessions callable by the board, the convener or any two members; three-day advance notice is standard. • Quorum & Voting: Two-thirds attendance required; resolutions pass with a majority of all members. Members with conflicts must recuse themselves. • Documentation: Minutes retained for ten years; draft and final versions circulated to all members.

Disclosure Requirements • Annual performance reports of the Audit Committee will be disclosed alongside NEXCHIP’s annual report. • Any significant findings or board decisions contrary to committee recommendations must be publicly announced in line with Shanghai and Hong Kong listing rules.

Effective Date The charter becomes operative upon the listing of NEXCHIP’s H-shares on HKEX, providing a clear governance roadmap aimed at safeguarding shareholder interests and enhancing transparency in the company’s financial and operational oversight.