JIANGXI BIO has published the “Terms of Reference of the Audit Committee under the Board of Directors,” detailing the structure, responsibilities and operating procedures of the committee as part of its corporate governance framework.

Key Governance Enhancements • Composition: The Audit Committee must have at least three non-executive directors, with a majority being independent. The chair must be an independent director holding professional accounting qualifications. At least one member must meet Rule 3.10(2) of the Hong Kong Listing Rules.

• Independence Safeguards: Former partners of the company’s external auditor are barred from committee membership for two years after leaving the audit firm or divesting their financial interests, whichever is later.

Core Duties and Authority • External Audit Oversight: The committee will recommend the appointment, re-appointment, remuneration and dismissal of external auditors, monitor their independence, and approve any non-audit services after assessing potential conflicts.

• Financial Reporting Review: Members will scrutinise annual, interim and—if prepared—quarterly reports, focusing on changes in accounting policies, significant judgments, audit adjustments, going-concern assumptions and compliance with Hong Kong Listing Rules and PRC regulations.

• Risk Management & Internal Controls: The committee will evaluate the adequacy of financial controls, risk management and internal control systems, ensure sufficient resources for the finance function and internal audit, and review major investigation findings.

• Supervisory Committee Functions: In line with the PRC Company Law, the committee is empowered to supervise directors and senior management, propose their removal for misconduct, demand remedial actions, convene extraordinary general meetings if necessary, and initiate legal proceedings on behalf of the company.

Operational Procedures • Meeting Frequency: At least once per quarter, with additional sessions convened upon request by the board, the committee chair or two members. A quorum requires two-thirds attendance, and resolutions need a simple majority.

• Reporting: Written resolutions and voting results are submitted to the board. Detailed minutes are archived for a minimum of 10 years and are accessible to directors on request.

• Support and Resources: The committee may engage external advisors at the company’s expense to assist in fulfilling its mandate.

Implementation Timeline The Terms of Reference take effect from JIANGXI BIO’s initial public offering of H-shares and listing on the Hong Kong Stock Exchange Main Board, following board approval.

The updated charter underscores JIANGXI BIO’s commitment to robust oversight, transparent financial reporting and strengthened risk management as it prepares for its public market debut.