UISEE Tech has issued a detailed Terms of Reference for its Audit Committee, formalising the committee’s composition, meeting procedures, powers and responsibilities as part of the company’s ongoing corporate-governance enhancements.

The Board-appointed Audit Committee must comprise at least three non-executive directors, with a majority being independent. A minimum of one independent director is required to possess recognised accounting or related financial-management expertise, and a former partner of the company’s current audit firm is barred from committee service for two years after leaving that firm. An independent non-executive director will chair the committee, and appointment terms cannot exceed each individual’s directorship tenure.

The committee will meet at least twice a year, with a quorum set at two-thirds of members, including at least one independent director. Meetings may be held in person or via tele-/videoconference, and resolutions require a simple majority. Draft and final minutes are to be circulated promptly to all members, and the committee chair (or an alternate independent director) must attend the company’s annual general meeting to address shareholder queries.

Mandated responsibilities span four core areas:

1. External Audit Oversight • Recommend appointment, reappointment or removal of the external auditor and approve related fees and engagement terms. • Monitor auditor independence and effectiveness; establish policies governing provision of non-audit services. • Serve as the primary liaison between the Board and the external auditor and ensure timely Board responses to auditor observations.

2. Financial Reporting Review • Evaluate the integrity of annual, half-year and (if prepared) quarterly financial statements, focusing on changes in accounting policies, significant judgments, audit adjustments, going-concern considerations and regulatory compliance. • Hold at least two meetings per year with the external auditor and consider input from finance staff, the compliance officer and the auditor on any significant or unusual items.

3. Risk Management and Internal Control • Assess financial controls and, unless addressed by a separate risk committee, oversee the overall risk-management and internal-control frameworks. • Review adequacy of resources, staff qualifications, training and budgets for accounting, financial-reporting and internal-audit functions. • Ensure coordination between internal and external auditors and monitor effectiveness of the internal-audit function. • Establish confidential channels for employees to report potential improprieties and ensure fair investigation and follow-up.

4. Corporate Governance Functions • Develop and review corporate-governance policies, director and senior-management training, regulatory compliance practices, and codes of conduct. • Oversee the implementation of mechanisms that secure independent views for the Board and review disclosures under Hong Kong Listing Rules.

The Audit Committee is authorised to inspect all company accounts, reports and records, request any pertinent information from management, and obtain independent professional advice at the company’s expense. After each meeting, the committee will report its deliberations and recommendations to the Board.

By codifying these terms, UISEE Tech aims to strengthen audit quality, enhance transparency in financial reporting and reinforce its risk-management and corporate-governance architecture.