Hangzhou Diagens Biotechnology Co., Ltd. released detailed Terms of Reference for its Board-level Audit Committee, formalising responsibilities, composition requirements and working procedures that will take effect upon the company’s Hong Kong listing. Key points are set out below.

Committee Structure • Membership: At least three non-executive directors, with independent non-executive directors (INEDs) forming a majority; at least one INED must be an accounting professional. • Chair: Must be an INED, elected by committee members and approved by the Board. • Tenure: Mirrors directors’ terms; members losing director or independence status automatically forfeit committee seats. • Working Group: A dedicated team will support scheduling, material preparation and record-keeping.

Principal Responsibilities • External Audit: Recommend appointment, re-appointment or removal of external auditors; approve remuneration and non-audit engagements; monitor auditor independence and audit quality. • Financial Reporting: Review truthfulness, completeness and accuracy of annual, half-year and other financial statements, including changes in accounting policies, major judgments and going-concern assumptions. • Risk & Internal Control: Examine financial policies, internal audit, risk management and internal control systems; assess adequacy of resources, staff qualifications, training and budgets in finance and reporting functions. • Complaint Handling: Establish confidential procedures for complaints or whistle-blowing related to accounting, internal control or auditing matters. • Board Reporting: Submit improvement recommendations and report on internal-control effectiveness; provide explanatory statements when Board resolutions differ from committee advice.

Meeting Protocols • Frequency: Minimum two regular meetings per year; extraordinary meetings can be called by the chair or a majority of members. • Quorum & Voting: Two-thirds attendance required; resolutions pass by simple majority. • Formats: On-site, teleconference, video or written resolutions permitted; minutes retained for at least 10 years. • Confidentiality: Members must maintain strict secrecy on deliberations and prevent insider information leakage.

Interaction with External Auditors • Mandatory pre-audit discussions on scope and approach. • At least two meetings annually with auditors to address significant issues and management letters. • Committee to coordinate audit timelines and supervise timely delivery of audit reports.

Annual Report Oversight • Management must brief the committee within 90 days after each fiscal year-end on operations and finances. • Committee reviews draft financial statements, communicates with auditors on preliminary findings and submits written opinions to the Board ahead of annual report approval.

Authority & Resources • Empowered to engage independent consultants, legal advisors or other experts at the company’s expense. • Acts as the primary liaison between the company and its external auditors.

Implementation Timeline The Terms of Reference will become effective on the date Diagens’ H-shares commence trading on The Stock Exchange of Hong Kong Limited, aligning corporate governance practices with Mainland and Hong Kong regulatory requirements.