Shandong Gold Mining Co., Ltd. (SD Gold) has released a comprehensive revision of the Terms of Reference for its Board Audit Committee, aligning the document with the latest Company Law, the May 2025 revision of the Shanghai Stock Exchange (SSE) Self-Regulatory Supervision Guidelines No. 1, and the Hong Kong Listing Rules.

Key governance updates:

1. Committee Composition • The Audit Committee will comprise five non-executive directors, including three independent directors. • At least one member must qualify as an accounting professional under both SSE and HKEX standards. • The committee chair must be an independent director with accounting expertise.

2. Expanded Oversight Responsibilities • Authority to recommend appointment, re-appointment or dismissal of external auditors and to determine remuneration and engagement terms. • Mandate to review auditor independence, audit scope and effectiveness, and to meet external auditors at least annually without management present. • Enhanced supervision of the internal audit function, including direct reporting lines and participation in performance appraisals of internal audit leadership. • Obligation to review all periodic financial statements, focusing on accounting policy changes, major judgments, significant adjustments, and compliance with both PRC and HKEX disclosure requirements. • Empowerment to investigate material related-party transactions, large-scale fund movements, and use of raised proceeds, with semi-annual inspections mandated. • Right to initiate or review whistle-blower arrangements ensuring confidential employee reporting of financial or control irregularities.

3. Decision-Making Framework • Regular meetings will be held at least quarterly; extraordinary meetings can be convened by any two committee members or the chair. • Resolutions require a simple majority of all members; interested members must abstain from voting. • Detailed minutes will be archived for a minimum of ten years, and key resolutions must be reported to the full Board.

4. Reporting and Disclosure • The committee must issue an annual performance summary alongside the company’s annual report. • If Board resolutions diverge from Audit Committee recommendations, the company must publicly disclose the rationale.

5. Effective Date and Supersession • The revised charter takes effect upon Board approval, superseding the January 2024 version. • Future amendments to laws, exchange rules or the company’s Articles of Association will automatically override conflicting clauses, with prompt updates submitted to the Board.

By reinforcing the Audit Committee’s composition, independence and scope, SD Gold seeks to enhance financial reporting accuracy, internal control robustness and overall corporate governance in line with evolving regulatory expectations on the SSE and HKEX.