LongBio Pharma (Suzhou) Co., Ltd. has released the full “Terms of Reference of the Audit Committee of the Board,” formalising the scope, composition and operating rules of the committee as part of its Hong Kong listing-related governance requirements.

Key governance enhancements

1. Committee size and independence • The committee will comprise a minimum of three non-executive directors, with more than half designated as independent non-executive directors (INEDs). • The chair must be an INED holding recognised accounting or related financial management expertise, meeting Rule 3.10(2) of the Hong Kong Listing Rules. • Partners of the Company’s current external auditor are barred from committee membership for two years after ending their association with the firm, safeguarding independence.

2. Principal responsibilities The committee’s mandate covers: • Annual assessment and recommendation on the appointment, re-appointment or dismissal of the external auditor, including fee negotiations. • Ongoing review of auditors’ independence, objectivity and audit effectiveness, plus prior discussion of audit scope and timetable. • Oversight of non-audit services policies to ensure auditor independence is not compromised. • Detailed review of quarterly (if any), interim and annual financial statements, with specific focus on changes in accounting policies, significant judgments and going-concern assumptions. • Evaluation of the Company’s financial controls, risk-management and internal-control systems, including resource adequacy and staff competence within the finance function. • Supervision of the internal audit department and coordination between internal and external auditors. • Establishment of confidential whistle-blowing mechanisms for accounting, auditing or control irregularities.

3. Meeting cadence and voting • At least two regular meetings will be held each financial year—timed to review interim and annual results—plus ad-hoc meetings as required. • A quorum requires two-thirds of members, including at least one INED; decisions pass by simple majority, with the chair holding a casting vote in the event of a tie.

4. Reporting and authority • The committee reports directly to the Board, submitting recommendations on auditor selection, financial disclosures and internal-control matters. • It may engage external legal, accounting or other professional advisers at the Company’s expense and has unrestricted access to information and personnel needed for its work.

5. Effectiveness and review The charter takes effect upon the listing of LongBio Pharma’s H-shares on The Stock Exchange of Hong Kong Limited and will be amended by the Board as necessary to remain compliant with evolving regulations.

By codifying these procedures, LongBio Pharma aims to enhance transparency, strengthen internal controls and align its governance practices with Hong Kong’s Corporate Governance Code and related regulatory standards.