Group 1 - The Audit Committee is responsible for overseeing the integrity of the company's financial statements, the independence and performance of external auditors, compliance with legal regulations, and monitoring the company's risk management and internal control systems [1][10][18] - The majority of the Audit Committee members should be independent non-executive directors with relevant experience, including at least one member with accounting or financial management expertise [2][7] - The Audit Committee must meet at least once a year in person, with additional meetings conducted via teleconference or electronic communication, ensuring that all meeting documents are distributed at least three days in advance [2][4] Group 2 - The Audit Committee has the authority to review and monitor the independence of external auditors and to address any issues related to their appointment, resignation, or dismissal [7][9] - The committee is tasked with evaluating the effectiveness of the company's internal audit function and ensuring it has adequate resources and authority [12][14] - The committee must also review the company's risk management and internal control systems annually, including any significant findings related to financial reporting and compliance with applicable regulations [10][11][15] Group 3 - The Audit Committee is required to communicate regularly with external auditors and management regarding any significant issues arising during the audit process [6][8] - The committee should establish a whistleblower policy to allow employees and other stakeholders to report concerns about financial reporting or internal controls confidentially [10][15] - The committee is responsible for recommending the appointment or dismissal of the Chief Financial Officer to the board [10][11]

（股份代號：1360） (1) 內 部 監 控 檢 閱 之 主 要 發 現 及 結 果；及 (2) 繼續暫停買賣 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並表明概不就因本公佈全部或任何部分內容而產生或因倚賴該等內容而引 起之任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） 本公佈乃由諾發集團控股有限公司（「本公司」，連同其附屬公司，「本集團」）根據香 港聯合交易所有限公司（「聯交所」）證券上市規則（「上市規則」）第13.09條及13.24A 條以及證券及期貨條例（香港法例第571章）第XIVA部項下內幕消息條文（定義見上 市規則）而作出。 茲提述(i)公佈於二零二三年九月二十九日本公司截至二零二三年六月三十日止年 度之年度業績公佈；(ii)公佈於二零二三年十月三十一日本公司截至二零二三年六 月三十日止年度之年報；(iii)本公司日期為二零二三年十月三日有關本公司之股份 根據上市規則第13.50A條在聯交所暫停買賣之公佈；(iv)本公司日期為二零二三年 十二月十九日有關（其中包括）聯交所向本公司發出之復牌指引之公佈；(v)本公司日 期 ...

Core Viewpoint - The conflict between Lufax Holding (陆控) and PwC centers around the independent investigation results of related party transactions, revealing that while such transactions existed, their purpose differed from PwC's claims. Lufax failed to comply with necessary procedures and accounting standards, leading to significant management changes and a shift in auditing firms [1][2][3]. Related Party Transactions Investigation - An independent investigation commissioned by Lufax confirmed the existence of related party transactions, but the purpose was to compensate retail investors for losses rather than to cover previous losses of related entities. Lufax did not follow the required procedures for these transactions [2][3]. - The investigation revealed that from May 2023 to January 2024, Lufax invested in trust products managed by a non-related trust company, which were directed to purchase assets from related entities [2]. Financial Impact - Lufax acknowledged that the related party transactions constituted a breach of listing rules, affecting the fair value of assets and potentially leading to a 0.5% increase in total assets by the end of 2022, but a decrease of up to 2% by the end of 2023. Net profit is expected to decline by 8% to 15%, equating to a loss of 83 million to 155 million yuan [3][9]. Management Changes - Following the investigation, Lufax's board proposed significant management changes, including the appointment of a new chairman and CFO, to enhance corporate governance and comply with listing rules [5][6]. - The new chairman, Ye Dichi, and CFO, Xi Tongzhuo, both have extensive experience in the financial sector, with previous roles in Ping An Group [6]. Auditing Firm Transition - Lufax's board recommended appointing Ernst & Young as the new auditor to replace PwC, pending approval at a special shareholders' meeting [4]. Internal Control Enhancements - Lufax plans to hire independent consultants to improve its internal control systems and has established temporary committees to oversee these enhancements [7]. Loan Performance - Lufax reported a 31.2% year-on-year decrease in total outstanding loans, amounting to 216.9 billion yuan by the end of 2024. However, new loan issuance showed improvement, particularly in consumer finance, with a 50% increase in new loans [8]. - The overdue loan rates have also improved, with the 30-day overdue rate decreasing from 5.2% to 4.5% over three reporting periods [8]. Financial Performance Overview - Lufax's financial performance has been declining, with total revenue and net profit significantly dropping, including a net loss exceeding 700 million yuan in a single quarter [9].