[Temporary Announcement] Bosheng Medical Materials: Working Rules of the Audit Committee of the Board of Directors
Announcement number: 2025-051
Securities code: 873710 Securities abbreviation: Bosheng Medical Materials Sponsoring broker: CITIC Construction Investment
Work of the Audit Committee of the Board of Directors of Jiangsu Bosheng Medical New Materials Co., Ltd.
Details
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Review and voting status
Jiangsu Bosheng Medical New Materials Co., Ltd. held the sixth meeting of the seventh board of directors on November 21, 2025, and reviewed and approved the "Proposal on Revising and Establishing Part of the Company's Governance System". The voting results were 8 votes in favor; 0 votes against; and 0 abstentions. This system does not need to be submitted to the shareholders' meeting for review.
2. List the main contents of the system in chapters
Jiangsu Bosheng Medical New Materials Co., Ltd.
Working Rules of the Audit Committee of the Board of Directors
Chapter 1 General Provisions
Article 1 In order to strengthen the decision-making function of the board of directors, Jiangsu Boxun Medical New Materials Co., Ltd. (hereinafter referred to as the "Company"), achieve prior audits and professional audits, ensure the effective supervision of the management by the board of directors, and improve the corporate governance structure, in accordance with the "Company Law of the People's Republic of China", the Articles of Association of Jiangsu Boxun Medical New Materials Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations, the company has specially established an audit committee of the board of directors (hereinafter referred to as the "Audit Committee") and formulated these working rules.
Article 2 The Audit Committee is a specialized working organization established by the Board of Directors in accordance with laws, regulations and the Articles of Association. It is mainly responsible for the communication, supervision and verification of the company's internal and external audits.
Chapter 2 Personnel Composition
Article 3 The members of the audit committee shall be composed of three directors. The members of the audit committee shall be those who are not in the company.
Announcement No.: 2025-051 Directors serving as senior managers, including two independent directors, at least one independent director among the committee members is a professional accountant.
Article 4 Members of the audit committee shall be nominated by the chairman of the board, more than half of the independent directors, or more than one-third of all directors, and shall be elected or removed by more than half of all directors.
If the proposal to re-elect members is approved, the newly elected members will take office immediately after the board meeting.
Article 5 The Audit Committee shall have a chairman, who shall be responsible for convening Audit Committee meetings and presiding over the work of the Committee. The Chairman is an accounting professional who is an independent member of the Board of Directors and is elected by the Board of Directors.
Article 6 The term of office of the Audit Committee shall be consistent with that of the Board of Directors. Members may be re-elected upon expiration of their term. During this period, if any member no longer serves as a director of the company, he will automatically lose his membership qualifications, and the committee will replenish the number of members in accordance with the provisions of Articles 3 to 5 above. During the term of a member's term of office, the board of directors cannot remove him or her from office without reason. A member who fails to attend two consecutive committee meetings in person and fails to submit a written opinion report on the meeting topics to the committee shall be deemed to have failed to perform his duties, and the board of directors shall replace the member.
Article 7 If the resignation of a member of the audit committee results in the composition of the audit committee being less than three persons, the resignation report shall not take effect until the next member fills the vacancy caused by his resignation, or after he completes the transfer of work and makes relevant announcements and disclosures. Before the resignation report becomes effective, a director who intends to resign as a member of the audit committee shall continue to perform his duties. If the above situation occurs, the company shall complete the by-election of audit committee members within two months.
Article 8 The audit working group is responsible for coordinating daily routine work such as liaison with the audit committee, organization of meetings and implementation of resolutions. The head of the audit working group is the manager of the internal audit department.
Chapter 3 Responsibilities and Permissions
Article 9 The main responsibilities and authorities of the Audit Committee:
(1) Supervise and evaluate the work of external audit institutions, and propose to hire or replace external audit institutions;
(2) Supervise and evaluate internal audit work, and be responsible for the coordination between internal audit and external audit;
(3) Review the company’s financial information and its disclosure;
(4) Supervise and evaluate the company’s internal controls;
(5) Coordinate communication between management, internal audit department and related departments and external audit institutions;
(6) Responsible for laws and regulations, the Articles of Association, and other matters authorized by the company's board of directors.
The Audit Committee shall report to the Board of Directors and make recommendations on measures that it considers must be taken or matters for improvement.
Announcement number: 2025-051
Article 10 The following matters shall be submitted to the board of directors for review after being approved by more than half of all members of the audit committee:
(1) Disclose financial information in financial accounting reports and periodic reports, and internal control evaluation reports (if any);
(2) Appoint or dismiss accounting firms that undertake the audit business of listed companies;
(3) Appoint or dismiss the financial director of the listed company;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, regulations, departmental rules, normative documents, business rules and the company's articles of association.
The Audit Committee exercises the powers of the Board of Supervisors stipulated in the Company Law and other powers stipulated in laws, regulations, departmental rules, normative documents and business rules.
Article 11 When a company hires or replaces an external audit institution, the board of directors can only review relevant proposals after the audit committee has formed a review opinion and made recommendations to the board of directors. The audit committee shall make recommendations to the board of directors on hiring or changing external audit institutions, and review the external audit institution's audit fees and employment contracts. It shall not be unduly influenced by the company's major shareholders, actual controllers, or directors and senior managers.
Article 12 The audit committee shall review the company's financial accounting reports, provide opinions on the authenticity, accuracy and completeness of the financial accounting reports, focus on major accounting and auditing issues in the company's financial accounting reports, pay special attention to the possibility of fraud, malpractice and major misstatements related to the financial accounting reports, and supervise the rectification of issues in the financial accounting reports.
Article 13 The audit committee shall urge the external audit institution to be honest, trustworthy and diligent, strictly abide by business rules and industry self-discipline norms, strictly implement the internal control system, verify the company's financial accounting reports, perform special attention obligations, and prudently express professional opinions.
Article 14 If the financial accounting report released by the company contains false records, misleading statements or major omissions, the audit committee shall urge the company's relevant responsible departments to formulate rectification measures and rectification time, conduct follow-up reviews, supervise the implementation of rectification measures, and promptly disclose the completion of rectification.
Announcement number: 2025-051
Article 15 The company shall disclose the annual performance of duties of the audit committee in the annual report, mainly including the convening of audit committee meetings and the specific performance of duties. The audit committee proposes deliberation opinions to the company's board of directors on matters within its scope of responsibilities. If the board of directors fails to adopt them, the company shall disclose the matter and fully explain the reasons.
Article 16 The audit committee shall issue written evaluation opinions on the effectiveness of the company's internal control based on the internal audit report and relevant materials submitted by the internal audit department and report to the board of directors.
Article 17 The Audit Committee is responsible to the Board of Directors. The committee's proposals are submitted to the Board of Directors for review and decision, and the audit committee reports its work regularly to the Board of Directors every year.
Chapter 4 Rules of Procedure
Article 18 The meetings of the Audit Committee are divided into regular meetings and extraordinary meetings, which shall be held at least once every six months; regular meetings shall be held at least once every six months, and extraordinary meetings shall be convened upon the proposal of the members of the Audit Committee. All members must be notified three days before the meeting (including the day of notification, excluding the day of the meeting).
Article 19 The Audit Committee shall be convened and chaired by the convener of the Audit Committee.
Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary.
When the convener of the audit committee is unable or refuses to perform his duties, an independent director member should be designated to perform his duties on his behalf.
Article 20 Audit Committee meetings can only be held when more than two-thirds of the members are present; each member has one vote; resolutions made at the meeting must be passed by more than half of all members. Members attending the meeting are required to sign the meeting resolutions.
Article 21 Members of the Audit Committee must attend meetings in person (in-person attendance includes on-site attendance and electronic communication) and express clear opinions on matters under review. If a member is unable to attend the meeting in person for some reason, he may submit a power of attorney signed by the member and entrust another member to attend and express opinions on his behalf. The power of attorney must specify the scope and duration of the authorization. Each committee member can accept at most one committee member's entrustment. If an independent director cannot attend the meeting in person for any reason, he or she shall entrust another independent director to attend on his or her behalf.
Article 22 The voting method at the Audit Committee meeting shall be a show of hands or a vote.
Article 23 The Audit Committee may invite the leader of the audit working group, the company’s financial controller, and relevant personnel from the accounting firm to attend the Audit Committee meetings. If necessary, it may also invite the company’s directors and other senior managers.
Announcement number: 2025-051
Managers attended the meeting.
Article 24: When the Audit Committee meets to discuss issues related to committee members, the related members shall recuse themselves. The audit committee meeting can be held only if more than half of the unrelated members are present, and the resolutions made at the meeting must be passed by more than half of the unrelated members; if effective deliberation opinions cannot be formed due to the avoidance of the audit committee members, relevant matters will be directly reviewed by the board of directors.
Article 25 If necessary, the audit committee may hire an intermediary agency to provide professional opinions for its decision-making, and the fees shall be paid by the company.
Article 26 The procedures for convening audit committee meetings, voting methods and the resolutions passed at the meeting must comply with the provisions of relevant laws, regulations, the Articles of Association and these detailed rules.
Article 27 Audit committee meetings shall have minutes, and members attending the meeting shall sign on the minutes; meeting minutes shall be kept by the secretary of the company's board of directors.
Article 28 The resolutions and voting results passed by the audit committee meeting shall be submitted in writing to the company's board of directors.
Article 29 All members attending the meeting have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter 5 Supplementary Provisions
Article 30 The right to interpret these working rules belongs to the company's board of directors.
Article 31 Matters not covered in these working rules shall be implemented in accordance with the relevant national laws, regulations and the "Articles of Association"; if these working rules conflict with laws and regulations promulgated by the country in the future or the company's articles of association after legal procedures, they shall be implemented in accordance with the relevant national laws, regulations and the company's articles of association, and shall be revised immediately and submitted to the board of directors for review and approval.
Article 32 These working rules shall take effect from the date of adoption of the resolution of the board of directors.
Board of Directors of Jiangsu Bosheng Medical New Materials Co., Ltd.
November 24, 2025