Manycore Tech Inc. has formalised comprehensive Terms of Reference for its Audit Committee, effective from the company’s planned Hong Kong listing date. Key provisions are as follows:
1. Establishment and Composition • The Audit Committee, created by Board resolution on 14 February 2025, will comprise at least three non-executive directors, with a majority being independent. • At least one member must possess professional qualifications or expertise in accounting or related financial management, in line with Hong Kong Listing Rules. • A former partner of the company’s incumbent audit firm is barred from committee membership for two years after leaving the firm or divesting any financial interest. • The committee chair must be an independent non-executive director.
2. Meeting Protocols • Minimum frequency is two meetings per year, with a quorum of two members (including at least one independent member). • External auditors may request a meeting, and the committee will meet with them without executive directors present at least twice annually. • The Company Secretary acts as meeting secretary; agendas and papers must be distributed at least three days in advance.
3. Authority and Resources • The committee can investigate any activity within its remit, demand information from employees, and obtain independent professional advice at the company’s expense. • It holds exclusive authority to define selection criteria and terms of engagement for external consultants.
4. Core Responsibilities a) Auditor Oversight: Recommends appointment, reappointment or removal of external auditors, monitors their independence and audit effectiveness, and sets policies on non-audit services. b) Financial Reporting: Reviews integrity of annual, half-year, and (if applicable) quarterly financial statements, focusing on accounting policy changes, significant judgments, adjustments, going-concern assumptions and regulatory compliance. c) Risk Management & Internal Control: Evaluates financial controls, risk management and internal control systems; oversees coordination between internal and external audit; reviews resource adequacy and investigator findings. d) Whistle-Blowing & Governance: Maintains confidential channels for reporting improprieties and oversees the company’s broader corporate governance framework, training, legal compliance and code of conduct.
5. Reporting and Disclosure • Detailed minutes will be kept and made available to directors. • Divergences between the Board and the committee on auditor matters must be disclosed in the Corporate Governance Report. • The committee chair will attend annual general meetings to address shareholders’ queries.
The full Terms of Reference will be accessible on the Stock Exchange’s and Manycore Tech’s websites, ensuring transparency of the committee’s scope and delegated authority.
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