Guangdong Dtech Technology Co., Ltd. (DTECH) has released the “Terms of Reference for the Audit Committee,” detailing the structure, authority and operating procedures of its board-level oversight body, effective upon the listing of the company’s H-shares on The Stock Exchange of Hong Kong Limited (SEHK).

The Audit Committee will comprise three non-executive directors, with independent directors holding a majority and the chairmanship. The chair must possess professional accounting or financial management expertise and is elected by the board.

Key mandates include: • Financial Oversight: The committee is tasked with ensuring the integrity of annual, interim and, where applicable, quarterly financial statements, with specific attention to changes in accounting policies, major judgments, material adjustments, going-concern assessments and compliance with PRC GAAP and SEHK Listing Rules. • External Audit Supervision: Responsibilities cover recommending the appointment, reappointment or removal of the external auditor, approving audit fees and scope, monitoring auditor independence—particularly in relation to non-audit services—and holding at least one annual meeting with auditors without management present. • Internal Control & Risk Management: The committee will review the effectiveness of financial controls, risk management and internal control systems, assess management’s fulfilment of its oversight duties and ensure adequate resources and staffing for accounting, finance and internal audit functions. • Decision Rights: Matters such as engagement or dismissal of auditors, changes in accounting policies or estimates unrelated to regulatory changes, and appointment or termination of the head of finance require approval by more than half of committee members before submission to the board. • Meeting Cadence: Regular meetings are set for at least once per quarter, with extraordinary meetings convenable on demand. A quorum requires two-thirds of members, and resolutions pass by simple majority. Minutes are to be kept and reported to the board.

The committee is supported by an internal audit department for day-to-day coordination and may engage external advisers at the company’s expense. All attendees are bound by confidentiality obligations.

These terms align with China’s Company Law, CSRC regulations and SEHK Listing Rules, reinforcing DTECH’s commitment to transparent financial reporting and robust corporate governance as it prepares for its Hong Kong listing.