Medcaptain Medical Technology Co., Ltd. (MEDCAPTAIN) has released a detailed Terms of Reference for its Board Audit Committee, laying out an enhanced framework for financial oversight and corporate governance as the company prepares for the listing of its H-shares on the Main Board of The Stock Exchange of Hong Kong in September 2026.
Key structural provisions: • Composition – The Audit Committee will comprise a minimum of three non-executive directors, with independent non-executive directors forming a majority. At least one member must possess professional accounting or equivalent financial expertise, while the chair must be an independent non-executive director with proven financial credentials. • Tenure and independence – Committee members will serve concurrent terms with the Board and may be re-elected. Former partners of the company’s current external auditor are barred from committee membership for two years after leaving the audit firm or relinquishing any financial interest in it. • Meeting cadence – The committee must convene at least two meetings annually, with notices issued at least three days in advance. A two-thirds quorum is required, and resolutions pass with a simple majority. Extraordinary meetings can be called with three days’ notice (or immediately in emergencies).
Principal responsibilities: 1. External audit oversight – Recommending appointment, re-appointment or removal of the external auditor; setting remuneration; monitoring independence and audit quality; and meeting auditors at least once a year without management present. 2. Internal audit supervision – Approving the annual internal audit plan, evaluating implementation and findings, ensuring adequate resources, and advising on the appointment or dismissal of the internal audit head. 3. Financial reporting review – Assessing the accuracy and integrity of annual, half-year and, if applicable, quarterly financial statements, with specific scrutiny of accounting policy changes, major judgments, significant adjustments, going-concern assumptions and regulatory compliance. 4. Internal control & risk management – Reviewing the effectiveness of financial controls, risk management and internal control systems; coordinating internal and external audit efforts; and overseeing remediation of identified deficiencies. 5. Governance and compliance – Developing and monitoring corporate-governance policies, director and senior management training, legal and regulatory compliance, and the company’s code of conduct.
Decision-making authority: The committee must approve—by a majority of all members—key matters before submission to the Board, including financial disclosures, internal control evaluations, and the appointment or dismissal of external auditors or the financial controller. It is empowered to engage external advisers at MEDCAPTAIN’s expense and will act as the primary liaison with external auditors.
Implementation and disclosure: The charter will take effect upon MEDCAPTAIN’s Hong Kong listing targeted for September 2026. The full Terms of Reference will be available on both the Hong Kong Stock Exchange and company websites, and the committee chair or delegate will report to shareholders at future annual general meetings.
By instituting this robust Audit Committee framework, MEDCAPTAIN aims to reinforce transparent financial reporting, enhance risk oversight and align its governance practices with the Hong Kong Listing Rules ahead of its forthcoming listing.
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