The Board of Directors of Jinshang Bank Co., Ltd. has approved an updated Terms of Reference for its Audit Committee, aimed at enhancing audit supervision and risk management across the institution.

Key changes and clarifications are as follows:

1. Committee Structure • Membership is fixed at five non-executive directors, with independent directors comprising the majority. • The chairperson must be an independent director with accounting expertise. • Former partners of the Bank’s external auditor are barred from committee membership for two years after leaving the firm or relinquishing financial interests.

2. Core Responsibilities • Assess accounting policies, financial reporting procedures, and overall financial condition. • Monitor integrity of annual, semi-annual, and (if published) quarterly financial statements before Board submission, with mandatory scrutiny of accounting policy changes, major judgments, and audit adjustments. • Evaluate the sufficiency of resources, staff qualifications, and budgeting devoted to the Bank’s accounting and financial reporting functions. • Supervise both internal and external audit work, including reviewing independence, remuneration, appointment, or dismissal of the external auditor. • Oversee the Bank’s risk management and internal control systems, initiating investigations into significant findings and tracking management’s responses. • Ensure confidential channels allow employees to raise concerns about financial reporting or potential misconduct, mandating fair, independent investigations.

3. Meeting Protocols • The committee meets at least once per quarter, with two regular sessions aligned to the mid-year and year-end reporting cycles. • A quorum requires two-thirds of members; resolutions pass by majority vote. Members with material interests must abstain. • The committee must confer with the external auditor at least twice a year. • Minutes are archived by the Board Office and any dissenting opinions are recorded.

4. Escalation and Decision Rights With majority approval, the committee can: • Authorise financial disclosures and internal-control evaluation reports for Board consideration. • Recommend appointment or dismissal of the external auditor or chief financial officer. • Propose convening extraordinary shareholder meetings and submit resolutions directly to shareholders when necessary.

5. Support and Independence • The Audit Department serves as the working body, while the Board Office handles secretarial duties. • The head of the Audit Department reports directly to the committee, ensuring operational independence from management. • When specialised expertise is required, the committee may engage external advisors, with costs borne by the Bank.

The revised charter takes immediate effect following Board approval, superseding the previous version. Any future conflicts with national regulations, Hong Kong Listing Rules, or amendments to the Bank’s Articles will trigger prompt updates subject to Board review.