Fibocom Wireless Inc. has introduced Terms of Reference for its Board Audit Committee, aligning with the Company Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies, and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The document outlines the committee’s role in strengthening the Board’s supervision of internal and external audits, ensuring effective oversight of corporate governance, and enhancing communication between management, auditors, and relevant departments.

Under these guidelines, the Audit Committee is composed of three directors who are not part of senior management, with a majority being independent directors. At least one independent director on the committee must possess professional accounting qualifications as required by Hong Kong Listing Rules. The committee is primarily responsible for supervising the Company’s internal audit procedures, reviewing financial disclosures, evaluating internal control systems, and recommending the appointment or removal of external auditors.

The Terms of Reference prescribe regular quarterly meetings, a clear procedure for convening interim meetings, and a structured approach for coordinating internal and external audit functions. The head of the internal audit department reports to the committee, ensuring timely delivery of audit reports. Review findings and resolutions require the approval of more than half of the committee’s members, and major recommendations are submitted to the Board for consideration. The new Terms of Reference become effective upon the listing of Fibocom Wireless Inc.’s H Shares on the Hong Kong Stock Exchange.