Fameglow Holdings Limited (“FAMEGLOW”) has approved a comprehensive revision of its Audit Committee Terms of Reference, adopted by the Board on 29 June 2026 and effective from 30 June 2026. Key provisions are as follows:
• Governance Structure – The Audit Committee must comprise at least three non-executive directors, the majority being independent. One independent member with professional accounting or financial expertise is mandatory, and the committee chair must be an independent non-executive director. A former partner of the Group’s current external auditor is barred from committee membership for two years after leaving the audit firm or disposing of any financial interest in it.
• Meeting Framework – The committee will meet a minimum of four times annually, with additional sessions convened as required. External auditors may request meetings independently. A quorum of two members applies, and meetings can be held in person, by phone or video conference.
• Core Responsibilities – – Recommend appointment, reappointment and removal of external auditors, and approve their remuneration and terms of engagement. – Monitor auditor independence, review the scope and effectiveness of audits, and set policies governing non-audit services. – Oversee integrity of annual, half-year and quarterly financial statements, focusing on accounting policy changes, major judgement areas, significant adjustments, going-concern assumptions, and compliance with Hong Kong Listing Rules and applicable accounting standards. – Review and evaluate the Group’s financial reporting, risk-management and internal control systems, including the adequacy of resources, staff qualifications, training and budgets for accounting and financial reporting functions. – Ensure proper “whistle-blowing” arrangements for employees and external parties to report potential improprieties, with safeguards for independent investigation and follow-up. – Coordinate the work of internal and external auditors (where an internal audit function exists), review major investigation findings, and monitor the Board’s response to audit recommendations.
• Authority and Resources – The Audit Committee is empowered to inspect all corporate records, request any information relevant to its mandate, and obtain independent professional advice at the Company’s expense.
• Reporting – After each meeting, the committee will report its deliberations and recommendations to the Board, subject to legal or regulatory constraints.
• Transparency – The updated Terms of Reference will be published on both FAMEGLOW’s and the Hong Kong Stock Exchange’s websites, ensuring continued adherence to corporate governance best practices.