Tianjin Construction Development Group Co., Ltd. (TJCD) released an updated “Audit Committee of the Board of Directors — Terms of Reference,” detailing a reinforced governance framework designed to tighten financial oversight, bolster risk management and enhance auditor independence.

Key Enhancements and Structural Changes 1. Committee Composition • Minimum of three non-executive directors, with a majority required to be independent. • The chair must be an independent non-executive director possessing recognised accounting or financial expertise. • Former partners of the company’s external audit firm are barred from committee membership for two years post-departure, preventing conflicts of interest.

2. Expanded Responsibilities • Auditor Management: Recommends appointment, re-appointment and removal of external auditors, approves remuneration and monitors independence, including mandatory annual meetings without management present. • Financial Reporting Oversight: Reviews annual, interim and other statutory reports, focusing on accounting policy changes, significant judgments, audit adjustments and compliance with Hong Kong Listing Rules. • Internal Control & Risk Management: Evaluates the adequacy and effectiveness of TJCD’s internal control and risk systems, ensures sufficient resources for internal audit, and oversees whistle-blowing mechanisms that protect employee and stakeholder disclosures. • Transaction & Investment Scrutiny: Conducts risk assessments for major operating investments and reviews significant connected transactions as delegated by the Board.

3. Operational Protocols • At least two scheduled meetings per year; interim sessions can be convened by any committee member or the external auditor. • Quorum set at two-thirds of members; resolutions passed by simple majority. • Decisions and minutes must be reported to the Board; confidentiality obligations apply to all attendees.

4. Internal Audit Department Alignment An internal audit department now reports directly to the Audit Committee, tasked with executing audit plans, coordinating meetings and supplying financial, control and compliance data for committee deliberation.

5. Transparency Commitments The full Terms of Reference will be published on both the Hong Kong Stock Exchange and corporate websites. The committee chair is mandated to attend annual general meetings to address shareholder queries on audit oversight.

Implementation Timeline The revised charter becomes effective upon Board approval and remains valid until July 2026, subject to future amendments aligned with evolving regulatory requirements.

Strategic Impact By codifying stricter auditor independence rules, enhancing oversight of financial reporting and formalising whistle-blowing channels, TJCD aims to reinforce stakeholder confidence and align its corporate governance with Hong Kong’s best-practice standards.