NSING TECHNOLOGIES INC. (NSING TECH, 02701) has issued its updated “Terms of Reference for the Audit Committee,” effective upon the company’s planned H-share listing on the Hong Kong Stock Exchange in March 2026. The document details an expanded governance framework designed to strengthen board oversight, reinforce internal controls and align the company with regulatory requirements in both mainland China and Hong Kong.

Key Provisions

1. Composition and Independence • The Audit Committee will comprise at least three non-executive directors, with independent directors forming a majority. • A minimum of one independent director must hold professional accounting qualifications that meet listing-rule criteria. • Former partners of the company’s external auditor are barred from committee membership for two years after leaving the audit firm or ceasing to receive financial benefits from it. • The committee’s chair must be an independent director with appropriate accounting expertise.

2. Principal Responsibilities • Review and approve quarterly, interim and annual financial statements, focusing on accuracy, major accounting judgments, policy changes and any qualified opinions. • Supervise and evaluate external auditors, including recommending appointments, dismissals, remuneration and assessing independence. • Oversee internal audit functions, review annual audit plans, monitor implementation and coordinate with external auditors. • Evaluate the effectiveness of risk management and internal control systems, including resource adequacy for accounting and financial-reporting functions. • Assume corporate-governance duties under Hong Kong Listing Rule Appendix C1, covering director training, compliance monitoring and disclosure of governance practices. • Exercise supervisory committee powers under the PRC Company Law, including proposing extraordinary general meetings and initiating legal actions against directors or senior management when necessary.

3. Meeting Mechanics • The committee will meet at least quarterly, with 14 days’ notice for regular sessions and three days for extraordinary meetings. • A quorum requires two-thirds of members, and resolutions pass by majority vote. • At least two meetings per year will be held with external auditors without executive directors present to ensure independent dialogue. • Written minutes will be archived for 10 years; the committee’s annual activities and resolutions will be disclosed in the company’s board report.

4. Resources and Confidentiality • The committee is empowered to engage external professional advisers at the company’s expense and will receive full cooperation from internal departments. • Members must maintain confidentiality of all non-public information obtained through their duties.

Implementation Timeline The charter becomes effective on the date NSING TECH’s H shares commence trading on the HKEX, targeted for March 2026. Any future conflicts with prevailing laws, regulations or listing rules will be resolved in favor of those higher-level provisions.

This comprehensive governance update underscores NSING TECH’s commitment to regulatory compliance and robust oversight as it prepares for cross-border capital-market participation.