Natural Beauty Bio-Technology Limited announced that its board of directors passed a resolution on 9 Mar 2026 to revise and adopt a new Audit Committee Charter, with effect from 10 Mar 2026.
Key Provisions
1. Composition and Independence • The Audit Committee must comprise only non-executive directors, with a minimum of three members. • A majority of members, as well as the chair, must be independent non-executive directors (INEDs). • At least one INED must hold the professional qualifications required under Listing Rule 3.10(2). • Former partners of the Company’s incumbent audit firm are barred from committee membership for the cooling-off period stipulated by the Listing Rules.
2. Authority and Resources • The committee has unrestricted access to external auditors, officers and employees. • Authority is granted to engage external legal, accounting or other advisers; related costs will be borne by the Company.
3. Meetings and Evaluation • A minimum of two regular meetings a year will cover interim and annual financial reports, with additional meetings convened as needed. • Annual self-assessment of committee performance and an annual review of the charter are required. • No additional remuneration is provided for committee service.
4. Oversight Responsibilities Financial Reporting • Monitor the integrity of annual, interim and (if applicable) quarterly financial statements, focusing on changes in accounting policies, significant judgements, audit adjustments, going-concern assumptions and compliance with HKFRS and Listing Rules.
External Auditors • Make recommendations on appointment, re-appointment or removal of auditors and approve remuneration and terms of engagement. • Review auditor independence, scope of work and audit findings, including any material disagreements with management.
Risk Management and Internal Control • Review the effectiveness of financial controls as well as risk management and internal control systems, including resource adequacy and staff qualifications in the finance function. • Ensure coordination between internal and external auditors and adequate resourcing of the internal audit function.
Environmental, Social and Governance (ESG) • Oversee formulation and implementation of ESG—including climate-related—policies and strategies. • Integrate ESG risks into the enterprise risk management framework and report annually to the Board.
5. Reporting to the Board • The committee will report regularly on matters such as financial statement integrity, regulatory compliance, auditor performance and ESG oversight. • If the Board disagrees with the committee on auditor selection or dismissal, the differing views must be disclosed in the Corporate Governance Report.
The revised charter aligns the Company’s governance framework with the latest Corporate Governance Code in Appendix C1 of the Hong Kong Listing Rules, aiming to enhance transparency, accountability and sustainability oversight.