Suzhou Novosense Microelectronics Co., Ltd. (NOVOSENSE) has adopted a new Terms of Reference for its Board Audit Committee, formalising a governance framework that aligns with regulatory requirements in Shanghai and Hong Kong while mirroring global best practice.

Key structural provisions • Committee size and makeup: The Audit Committee will comprise three non-executive directors, including two independent non-executive directors, with at least one accounting professional. The chair must be an independent director with accounting qualifications. • Term of service: Members serve concurrent terms with the Board and may be re-elected. Vacancies arising from a director’s departure are to be filled in accordance with the new charter. • Secretariat support: The Board Secretary Office assumes day-to-day coordination, while finance and audit departments provide technical materials and internal-control feedback.

Core responsibilities • Financial reporting oversight: The Committee will review all periodic financial statements, internal-control reports and key accounting judgments before Board submission. • Auditor independence and appointment: It recommends the engagement, remuneration or dismissal of external auditors, examines all auditor relationships and monitors non-audit services. • Internal control evaluation: NOVOSENSE’s internal audit unit will report half-yearly and annually to the Committee, which will track rectification of control deficiencies. • Management appointments: Any proposal to appoint or remove the chief financial officer requires Committee approval. • Special supervisory role: Under PRC Company Law, the Committee assumes the supervisory powers normally vested in a board of supervisors.

Meeting and voting mechanics • Frequency: At least one meeting per quarter, with one session each year held privately with external and internal auditors. • Quorum and voting: Two-thirds attendance is required; resolutions pass by simple majority. Members with conflicts must recuse themselves. • Documentation: Detailed minutes, signed by participants, will be archived for ten years. • Confidentiality and disclosure: Deliberations remain confidential, but the Committee’s annual performance summary will accompany the company’s annual report. If the Board overrides Committee recommendations, the reasons must be publicly disclosed.

Implementation timeline The charter takes effect upon Board approval, dated March 2026, and will serve as the governing document for all future Audit Committee activities, providing NOVOSENSE with a clear, enforceable framework for financial oversight and risk management.