Zuoli Kechuang Company Limited has released a revised Terms of Reference for its Board Audit Committee, effective 18 June 2026, detailing an expanded mandate designed to enhance financial oversight, risk management and corporate governance.

Key structural provisions • Membership: The Committee will consist of at least three non-executive directors, with the majority—and the chair—being independent. At least one member must possess professional accounting or related financial management expertise. • Tenure: Members serve concurrent terms with the Board and may be re-elected. Loss of director status or independence triggers automatic removal. • Meetings: A minimum of four regular meetings per year is required; extraordinary meetings can be convened as needed. A quorum demands two-thirds attendance, and resolutions pass with a simple majority.

Core responsibilities • External audit oversight: Recommending appointment, re-appointment or removal of the external auditor, setting remuneration and engagement terms, and monitoring auditor independence—including annual reviews of all relationships and non-audit services. • Financial reporting: Scrutinising annual, half-year and quarterly financial statements, with focus on changes in accounting policies, significant judgments, audit adjustments, going-concern assumptions and compliance with International Financial Reporting Standards and Hong Kong Listing Rules. • Internal controls and risk management: Meeting management at least twice yearly to evaluate the adequacy of financial controls, risk management systems and internal audit resources; reviewing internal audit plans; and monitoring corrective actions on material findings. • Corporate governance: Reviewing governance policies, board and senior-management training, compliance practices, codes of conduct and the company’s adherence to the Hong Kong Corporate Governance Code. • Whistle-blowing and ethics: Overseeing confidential channels for employees to report financial or control improprieties and ensuring independent investigation of such matters.

Operational safeguards • Authority to engage external advisers at the company’s expense. • Minutes retained for at least ten years, with written reports of resolutions submitted to the Board. • Obligations of confidentiality for all attendees and a prohibition on Committee members charging advisory fees beyond standard director remuneration.

Resource commitment The Board is required to provide “sufficient resources” for the Committee to fulfil its duties, reinforcing Zuoli Kechuang’s commitment to robust oversight and transparent governance practices.