Beijing DeepZero Technology Co., Ltd. (DeepZero) released a comprehensive Terms of Reference for its Audit Committee, formalising the committee’s structure, authority and operating procedures in line with the PRC Company Law and Hong Kong Listing Rules.

The charter establishes an Audit Committee consisting of at least three non-executive directors, with independent directors forming the majority. At least one member must possess professional accounting or related financial management expertise. Former partners of DeepZero’s current external auditor are barred from committee membership for two years after leaving the audit firm or relinquishing any financial interest in it.

Appointment procedures require nominations by the board chair and approval by more than half of all directors. The committee chair must be an independent non-executive director. Tenure aligns with the corresponding board term, and membership automatically terminates if independence requirements are breached.

Key responsibilities include: • Recommending the appointment, re-appointment or removal of the external auditor, approving audit fees and engagement terms, and overseeing non-audit services. • Monitoring auditor independence by reviewing non-audit engagements, rotation policies for audit partners and annual independence declarations. • Reviewing annual, semi-annual and quarterly financial statements, with particular scrutiny of accounting policy changes, significant judgments, material adjustments and going-concern assertions. • Meeting the external auditor at least twice a year without management present to discuss audit scope, findings and fees. • Overseeing financial reporting, risk management and internal control systems, and ensuring management allocates adequate resources to these functions. • Reviewing connected-party transactions every six months and reporting findings to the board and the supervisory committee within 30 days of each half-year end. • Establishing confidential whistle-blowing mechanisms for employees to report financial or control irregularities.

The committee must meet at least twice annually, with a quorum of two-thirds of members. Written notices are required three days in advance, and resolutions pass with a simple majority; certain items—such as financial disclosures, auditor engagement and changes to accounting policies—must be escalated to the full board.

The Audit Committee’s charter will take effect upon the listing of DeepZero’s H-shares on the Stock Exchange of Hong Kong. The board retains the right of interpretation and amendment to ensure ongoing compliance with evolving regulatory requirements.