Chapter 1 General Principles
Article 1
To strengthen the scientific nature of decision-making by the Board of Directors of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Company"), improve decision-making levels, ensure pre-audit and professional audit, and ensure effective supervision of the management by the Board, this Audit Committee is established in accordance with the relevant provisions of the Company Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies, the Guidelines for the Work of the Audit Committee of Listed Companies, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standard Operation of Main Board Listed Companies, the Securities Listing Rules of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "the Listing Rules"), and the Articles of Association of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
The Audit Committee is a specialized working body established by the Board of Directors, primarily responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating internal and external audit work, and internal control.
Chapter 2 Composition
Article 3
The Audit Committee consists of four members, all of whom are directors not holding senior management positions in the Company, with all members being independent directors. The chairperson of the Audit Committee shall be an accounting professional among the independent directors. Audit Committee members must possess the professional knowledge, work experience, and good professional ethics necessary to fulfill their duties, ensuring they have sufficient time and energy to effectively supervise and evaluate the Company's internal and external audit work, promote the establishment of effective internal controls, and provide truthful, accurate, and complete financial reports.
Article 4
Members of the Audit Committee shall be nominated by the Chairman, or by more than half of the independent directors, or by one-third of all directors, and elected by the Board of Directors.
Article 5
The Audit Committee shall have one chairperson, designated by the Board of Directors from among the independent directors (an accounting professional), who is responsible for presiding over the committee's work. The accounting professional must have substantial accounting knowledge and experience and meet at least one of the following criteria: (1) possess a certified public accountant qualification; (2) hold a senior professional title in accounting, auditing, or financial management, or a title of associate professor or above, or a doctoral degree; (3) hold a senior professional title in economic management and have more than five years of full-time work experience in accounting, auditing, or financial management.
Article 6
The term of office for Audit Committee members is the same as that of other directors of the Company, with each term not exceeding three years. Upon expiration of the term, members may be re-elected, but independent directors may not serve continuously for more than six years. If a member resigns or ceases to be a director for any reason, they will automatically resign from the Audit Committee upon ceasing to be a director. Before the expiration of the term, members may not be dismissed without cause unless they no longer meet the requirements for serving as a member as stipulated in the Company Law, Articles of Association, Listing Rules, or these rules. If the number of Audit Committee members falls below the legal minimum or lacks accounting professionals due to resignation, the original members shall continue to perform their duties until new members are appointed.
Article 7
The daily affairs of the Audit Committee shall be handled by the Secretary of the Board, including preparing Audit Committee meetings and preparing and submitting relevant meeting materials.