Beijing ESWIN Computing Technology Co., Ltd. (“ESWIN COMPUTING”) has released a full Terms of Reference for its Board Audit Committee, detailing composition, authority and operating procedures designed to reinforce corporate governance as the company prepares for its H-share listing on the Hong Kong Stock Exchange (HKEX).

The committee will comprise at least three non-executive directors, with every member drawn from outside the executive team. At least one director must be an independent non-executive director (INED) holding accounting or related financial-management expertise recognized by HKEX rules. A former partner of the company’s audit firm is barred from committee service for two years following departure from the firm or divestment of financial interests, whichever is later.

Committee members are nominated by the Board chair, a majority of INEDs or one-third of all directors, and appointed by the full Board. Tenure is aligned with the Board term of three years, with re-election permitted. The committee will elect an INED as chairperson, who must be a professional accountant and is charged with convening meetings and overseeing the group’s work.

Key responsibilities include: • Oversight and evaluation of external auditors—covering appointment, re-appointment, dismissal, audit scope, fees, independence, and non-audit services. • Guidance and supervision of internal audit planning, execution, reporting and issue remediation. • Review of annual, half-year and quarterly financial statements, focusing on accounting policy changes, significant judgments, adjustments, and compliance with HKEX Listing Rules. • Monitoring of internal control and risk-management systems, including adequacy of financial reporting resources and follow-up on audit findings. • Coordination among management, internal audit, and external auditors, and maintenance of whistle-blowing arrangements for confidential reporting of improprieties.

The Audit Committee must meet at least four times per year, with a quorum of two-thirds of members and majority approval required for resolutions. Members may request extraordinary meetings, and at least one closed-door session with external auditors will be held annually without management present. Meeting minutes will be kept by the Board secretary, and confidentiality obligations apply to all participants.

The committee is empowered to engage external advisers at the company’s expense and must disclose its charter on both the HKEX and company websites. The Terms of Reference take effect on the date ESWIN COMPUTING’s H shares commence trading on HKEX.