Shanghai Xizhi Technology Co., Ltd. has published the “Terms of Reference of the Audit Committee,” detailing a strengthened governance framework that will take effect upon completion of the company’s H-share listing on the Main Board of The Stock Exchange of Hong Kong Limited.

Key Governance Enhancements • Committee Structure: The Audit Committee will comprise a minimum of three non-executive directors, with independent non-executive directors forming a majority. The chair must be an independent non-executive director, and at least one member must satisfy Hong Kong Listing Rule 3.10(2) by possessing appropriate professional accounting or financial expertise. • Rotation Safeguards: Former partners of the current external auditor are barred from committee membership for two years after leaving the firm or relinquishing any financial interest in it, reinforcing auditor independence. • Tenure & Succession: Committee members serve concurrent terms with the board; vacancies arising from loss of director status or independence must be filled promptly, generally within 60 days.

Expanded Oversight Mandate • Audit Supervision: The committee assumes responsibilities equivalent to a statutory supervisory committee under China’s Company Law, overseeing both internal and external audits, evaluating auditor independence, reviewing audit scope, fees, re-appointments or dismissals, and enforcing partner rotation. • Financial Reporting: Prior to board submission, the committee will scrutinise annual, interim, quarterly and monthly financial statements, focusing on accounting policy changes, significant judgments, major adjustments, going-concern assumptions and compliance with Hong Kong Listing Rules. • Internal Controls & Risk Management: The committee will review financial controls, broader internal control systems and risk management frameworks. It must issue an annual written assessment of internal-control effectiveness based on internal audit reports. • Internal Audit Function: An Internal Audit Department will report directly to the committee, presenting quarterly progress updates and performing bi-annual inspections of major corporate transactions, use of funds and related-party dealings. • Whistle-blowing Mechanism: Procedures are mandated to enable employees to confidentially raise concerns over financial reporting, internal control or other improprieties, ensuring fair and independent investigations.

Operational Protocols • Meeting Frequency: At least one meeting per quarter is required, with extraordinary meetings convenable at the request of two members or the chair. Quorum is set at two-thirds of members, and resolutions pass with a simple majority. • Documentation & Confidentiality: Detailed minutes must be kept for 10 years and circulated in draft and final form to all members. Participants are bound by strict confidentiality obligations, and conflicts of interest trigger mandatory abstention from voting. • External Expertise: The committee may engage external advisers at the company’s expense when specialized input is necessary.

Implementation Timeline The charter becomes effective on the date Shanghai Xizhi Technology’s H-share listing is completed on the Hong Kong Stock Exchange, aligning the company’s governance practices with both PRC Company Law and Hong Kong Listing Rules.