On 26 November 2025, Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. (the “Company”) passed new Rules of Procedure for its Audit Committee. These rules define the composition, terms of service, and operational guidelines for the Committee, which also performs the functions of a Supervisory Committee under relevant laws and regulations.
The updated document mandates that the Committee comprise at least three independent or non-executive directors, with more than half being independent non-executive directors. Its chair must be an independent non-executive director with accounting expertise, appointed by the Board. Members serve for the same term as the Company’s Board of Directors, with provisions to ensure orderly replacement if any member ceases to be a director.
The Audit Committee’s primary responsibilities extend to recommending the appointment or removal of external auditors, reviewing their independence, supervising the accuracy of financial statements, and evaluating internal control systems. The rules also address the provision of non-audit services by external auditors, clarifying how to preserve independence and avoid conflicts of interest. Furthermore, the Committee is tasked with regularly monitoring risk management procedures, ensuring that resources for internal audits are adequate, and reviewing findings of major investigations such as those relating to internal controls.
The new Rules of Procedure emphasize clear meeting schedules, requiring at least one meeting per quarter and special sessions when necessary. They outline how to handle meeting notices, voting procedures, and record-keeping, as well as define the obligations for disclosures under the Company’s listing rules. The rules took effect immediately upon approval by the Board and are published on relevant websites as required by stock exchange regulations.
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