Zylox-Tonbridge Medical Technology Co., Ltd. (stock code: 02190) has published an updated “Terms of Reference for the Audit Committee,” refining its corporate governance framework and detailing the committee’s composition, authority and key responsibilities.

Key structural requirements • Membership: A minimum of three non-executive directors, with the majority—and the chair—being independent. At least one member must possess professional accounting or related financial management expertise. • Tenure: Audit Committee members serve concurrent terms with the Board and are eligible for re-election. Loss of director status or independence triggers automatic removal. • Quorum & Voting: Two-thirds of members constitute a quorum, and resolutions pass with at least 50% approval. Connected members must recuse themselves when conflicts arise.

Meeting cadence and documentation • Frequency: At least two regular meetings annually, plus ad-hoc sessions as needed. • Notice: Regular meetings require three days’ notice; extraordinary meetings follow a “reasonable period” rule. • Confidential sessions: The committee meets the external auditor at least once a year without management present. • Minutes: Full records are retained by the secretary and circulated promptly in draft and final form.

Expanded duties and powers • External auditor oversight: Recommending appointment or removal, approving remuneration, safeguarding independence, and coordinating non-audit services policy. • Financial reporting review: Scrutinising annual, half-year and (if applicable) quarterly statements for accounting changes, judgement areas, audit adjustments, going-concern assumptions and regulatory compliance. • Risk management and internal control: Monitoring financial controls, evaluating resource adequacy, supervising investigations, and ensuring alignment between internal and external audit functions. • Whistle-blower protection: Establishing confidential channels and ensuring fair, independent follow-up. • Corporate governance functions: Developing governance policies, monitoring director and senior-management training, and overseeing compliance with legal and regulatory standards.

Authority and resources • The committee may inspect all company accounts and records, demand management information, and obtain independent professional advice at the company’s expense. Sufficient resources must be provided to discharge its mandate.

Reporting • After each meeting, the Audit Committee reports its findings and recommendations directly to the Board.

The revised charter reinforces ZYLOXTB’s commitment to robust financial oversight, auditor independence and enhanced risk management transparency.