New China Life Insurance Company Ltd. (NCI) has released revised “Terms of Reference of the Audit and Related Party Transaction Control Committee under the Board,” detailing an expanded mandate, stricter independence requirements, and enhanced reporting obligations.

Committee Structure • Membership: Minimum of three non-executive directors; a majority must be independent. Former partners of NCI’s current external auditor are barred from committee service for two years after leaving the firm or relinquishing financial interests. • Expertise: All members must possess professional experience in finance, auditing, accounting or law; at least one independent director must meet Hong Kong Listing Rule 3.10(2) requirements for accounting or financial management expertise. • Leadership: An independent director with accounting expertise will chair the committee, responsible for agenda-setting, meeting convening, supervisory oversight, and reporting to the board.

Scope of Responsibilities 1. Risk Management & Internal Control: Assess design and effectiveness, review self-assessment and external audit reports, and oversee remediation of deficiencies. 2. Internal Audit Oversight: Approve audit plans, monitor implementation, evaluate findings, and ensure adequate resources and authority for the internal audit department. 3. Financial Reporting: Review major financial policies, supervise financial operations, and opine on the truthfulness, completeness and accuracy of financial statements, budgets and settlement plans. 4. Misconduct Monitoring: Establish whistle-blowing channels, ensure independent investigations, and report significant fraud or compliance breaches to the board. 5. External Auditor Supervision: Recommend appointment or replacement of auditors, assess independence—particularly regarding non-audit services—and hold at least two meetings annually with auditors, including one without management present. 6. Related-Party Transactions: Confirm related parties, review transaction proposals for compliance, fairness and necessity, oversee information disclosure, and manage related-party risk. 7. Corporate Governance Reporting: Provide annual assessments of internal control and audit effectiveness for inclusion in the Corporate Governance Report. 8. Additional Powers: Propose shareholder and board meetings, recommend removal of directors or executives for violations, and access investigation findings from regulators.

Procedural Highlights • Meetings: Minimum quarterly; extraordinary sessions can be convened by the chair or two members. Quorum set at two-thirds of members. • Voting: Resolutions pass with a simple majority. Members with conflicts must abstain; if fewer than three members remain eligible, matters escalate to the full board. • Documentation: Each meeting produces signed professional advice letters and detailed minutes, archived permanently by the company. • Information Rights: The committee can request documents from internal departments and may engage external advisers at the company’s expense.

Disclosure and Reporting NCI will publish the committee’s annual performance summary on the Shanghai Stock Exchange’s website alongside the company’s annual report, ensuring transparency regarding governance practices.

The revised charter takes effect upon board approval and aligns with Chinese regulations and Hong Kong Listing Rules, reinforcing NCI’s commitment to robust audit oversight, risk management, and related-party transaction controls.