LIVZON PHARMA - Livzon Pharmaceutical Group Co., Ltd. 2025 Independent Director Work Report (Tian Qiusheng)
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Overseas regulatory announcement
This announcement is made in accordance with Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
This is to set forth the "Livzon Pharmaceutical Group Co., Ltd." published on the website of the Shenzhen Stock Exchange
Co., Ltd. 2025 Independent Director Work Report (Tian Qiusheng)" is for reference only.
By order of the board of directors Livzon Pharmaceutical Group Co., Ltd.
Livzon Pharmaceutical Group Inc.* company secretary Liu Ning
China, Zhuhai March 24, 2026
As of the date of this announcement, the executive director of the company is Mr. Tang Yanggang (vice chairman); the non-executive director of the company is Mr. Zhu Baoguo. Sheng (Chairman), Mr. Lin Nanqi and Mr. Qiu Qingfeng; the company’s employee director is Ms. Ran Yongmei; and the company’s independence is not
The executive directors are Mr. Bai Hua, Mr. Luo Huiyuan, Ms. Cui Lijie and Ms. Wang Zhiyao.
*Identification only
Livzon Pharmaceutical Group Co., Ltd.
2025 Independent Directors’ Work Report
As the 11th independent board of directors of Livzon Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company")
Director (resigned), in 2025, I strictly follow the "Company Law of the People's Republic of China" (hereinafter (referred to as the "Company Law"), "Measures for the Administration of Independent Directors of Listed Companies", "Stock Listing on the Shenzhen Stock Exchange"
"Rules" and other relevant laws and regulations and the "Articles of Association of Livzon Pharmaceutical Group Co., Ltd." (hereinafter referred to as the "Company
"Articles of Association") and the company's "Independent Director System" stipulates and requirements, faithfully performs duties, diligently fulfills responsibilities, and fully
Give full play to the role of independent directors to further safeguard the overall interests of the company and protect all shareholders, especially small and medium-sized shares.
Dong’s legitimate rights and interests. I now report on my performance of responsibilities in 2025 as follows:
- Basic information of independent directors
(1) Work history, professional background and part-time job status
Mr. Tian Qiusheng. Doctor of economics, professor, doctoral supervisor. Studied at Lanzhou University, Nankai University
University and Northwestern University. From July 1982 to July 2005, he taught at Lanzhou University and served as the President of Lanzhou University. Deputy Director of the Department of Economics and Deputy Dean of the School of Economics and Management. From July 2005 to present, teaching at South China University of Technology,
From October 2005 to June 2017, he served as deputy dean of the School of Economics and Trade of South China University of Technology. Current country
Specially invited economist from the China Economic Prosperity Monitoring Center of the National Bureau of Statistics, member of the Academic Committee of the Guangdong Finance Society,
Vice President of the Guangdong Provincial Financial Think Tank Federation, and counselor of the Counselor’s Office of the Guangdong Provincial People’s Government. December 2019 to 2023
In May of 2018, he served as the independent director of Guangdong Audiway Sensing Technology Co., Ltd. (832491. Beijing Stock Exchange). Director; from August 2017 to November 2023, he served as Guangzhou Lingnan Group Holdings Co., Ltd. (000524.SZ)
Independent Director; from October 2017 to present, Ren Fangyuan Life Services Group Co., Ltd. (9978.HK)
Li Fei is an executive director; from April 2021 to October 2024, he served as Hucai Graphics Co., Ltd. (834295.
New Third Board) independent director.
I served as an independent director of the 11th Board of Directors of the company, a member of the Audit Committee, and a member of the Remuneration and Appraisal Committee.
Chairman of the Committee, member of the Nomination Committee and member of the Environmental, Social and Governance Committee. Since my term of office has expired for six years, I
Retires in December 2025.
(2) There are no circumstances that affect independence
I have conducted a self-examination on my independence in office and now report to the company’s shareholders’ meeting as follows: I am
There are no circumstances that affect the independence of independent directors in 2025, in compliance with the "Independent Director Management Office of Listed Companies"
Law" "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies"
and the independence requirements stipulated in the company's "Independent Director System" and other relevant regulations.
- Overview of annual duty performance of independent directors
(1) Attendance at shareholders’ meetings and board of directors meetings
In 2025, during my tenure, the company held 7 board meetings, and I attended all meetings in person.
All attendance was by communication, and there was no proxy attendance or absence. I express my gratitude to the company’s board of directors All motions were carefully considered and all votes were cast in favor, with no objections raised.
In 2025, during my tenure, the company held 1 annual shareholders’ meeting and 1 extraordinary shareholders’ meeting.
The general meeting and two class shareholders' meetings were all convened by the board of directors. I attended the shareholders' meetings via video.
(2) Attendance status of various special committees of the board of directors
In 2025, during my tenure, the company’s special committee meetings were as follows:
The company convened the Audit Committee of the Board of Directors 5 times to review the company’s annual, semi-annual and quarterly financial reports.
Risk management and internal control self-evaluation reports, proposals for re-appointment of the accounting firm, etc., and review of the company’s financial information information and disclosure, supervision and evaluation of internal and external audit work and internal control.
The company convened the Nomination Committee of the Board of Directors three times to review the structure, number and composition of the Board of Directors and to
make recommendations on the size and composition of the board of directors, review the board member diversity policy and supervise its implementation, Considered and approved proposals such as nominating the company’s vice president and independent non-executive directors, and reviewed the qualifications of relevant candidates.
Reviewed.
The company convened the Remuneration and Appraisal Committee of the Board of Directors twice to review and approve the company’s directors and senior managers Remuneration matters in 2024, cancellation of some stock options of the 2022 stock option incentive plan, etc.
The company convened the Environmental, Social and Governance Committee of the Board of Directors once to review and approve the environmental, social and governance committee for 2024.
Social and governance reporting.
All meetings were attended in person, and there was no delegation or absence. I faithfully fulfill my independence
Responsibilities of directors and members of special committees of the board of directors: carefully review relevant documents and information before the meeting, and use their expertise
professional knowledge, express opinions independently, objectively and impartially, and based on the actual situation of the company and my professional expertise, Provide reasonable suggestions for the company's risk prevention, further improve the company's internal controls, and promote the correct and scientific management of the board of directors.
Learn decision-making.
(3) Work status of special meetings of independent directors
In 2025, during my tenure, 2 special meetings of independent directors were held, and I attended the meetings on time 2
times, reviewed and approved the company’s daily related-party transaction forecast for 2025, and the company’s 2025 ongoing relationship with Livzon MAB
In order to continue the related transaction forecast and adjust the forecast and other proposals, I conscientiously perform the responsibilities and obligations of the independent director and am responsible for the above-mentioned
Provide independent judgment on matters that enable the Board to have productive discussions and make prudent decisions.
(4) Communication with the accounting firm on the company’s financial and business status
During the reporting period, I maintained friendly contact with the accounting firm hired by the company and learned about the company in a timely manner.
Production and operation dynamics and financial status. In addition, according to relevant regulations, the company’s audit committee shall
We met with the external accounting firm without the presence of management to fully communicate and understand the company’s annual
Audit work of financial statements and other related situations.
(5) Communication with small and medium-sized shareholders
I have attended the company's shareholders' meeting and participated in special training organized by relevant institutions or associations, etc. Established contact with the company's small and medium-sized investors and fully listened to their opinions.
(6) The situation of working at the company’s site and the company’s cooperation with the company
In 2025, my accumulated on-site working hours complied with the regulations of the "Measures for the Administration of Independent Directors of Listed Companies"
The prescribed period shall not be less than fifteen days. In addition to attending the shareholders' meeting, the board of directors and special committees as required, I will also attend the meeting through
Perform duties in a variety of other ways: 1. Actively check regulatory developments and always pay attention to professional institutions, media and society
The public's opinion of the company. Obtain the market situation of the company's industry from time to time and keep abreast of the company's daily operations. operating conditions and the latest developments in the capital market; 2. Through various methods such as discussions, phone calls, videos, emails, WeChat, etc.
Work with company directors, financial controllers, board secretaries and other senior management personnel as well as securities affairs-related work
Maintain close contact with personnel, provide feedback on issues of concern, and provide guidance for the company’s development strategy and standardized operations
Improved suggestions have been put forward from other aspects, and the company’s directors, senior managers and relevant staff can all make timely arrangements.
Cooperate with the company and provide relevant materials, which provides sufficient guarantee for me to make independent judgments and standardize the performance of my duties.
- Matters of focus in annual performance of duties by independent directors
I strictly follow the "Company Law", "Measures for the Administration of Independent Directors of Listed Companies" and other laws and regulations and the "Company Law"
comply with the provisions of the Articles of Association of the Company, perform their duties with due diligence, faithfully perform their duties, give full play to the role of independent directors, safeguard the company
The legitimate rights and interests of the company and all shareholders, especially small and medium shareholders. During the reporting period, during the performance of my duties, I focused on
Things to note are as follows:
(1) Related transactions that should be disclosed
In 2025, the company’s related transactions were identified based on the principles of fairness, fairness, objectivity and independence.
In a true review, I believe that when reviewing related party transactions, both related directors and related shareholders abstained from voting, and the directors
The decision-making procedures of the board of directors comply with relevant laws, regulations and the Articles of Association and are legal and valid. During the reporting period,
I have not found any related transactions of the company that harm the interests of the company and its shareholders, especially small and medium shareholders. situation.
(2) Fulfillment of commitments by the company and shareholders
After verification, all commitments made by the company and shareholders have been strictly adhered to, and there has been no violation of commitments.
There is no change or exemption from the commitment.
(3) Disclosure of financial information and internal control evaluation reports in financial accounting reports and periodic reports
During the reporting period, the company strictly complied with the Company Law, Securities Law and Information Disclosure Management Office of Listed Companies.
In accordance with the requirements of laws and regulations such as the Act, regular reports, risk management and internal control self-regulation were prepared and disclosed on time. The evaluation report accurately discloses the financial data and important matters during the corresponding reporting period and fully discloses it to investors.
The company's operating conditions. I have carefully read the full text of the periodic report. The above reports have been reviewed and approved by the company’s board of directors.
However, the company's directors and senior managers all signed written confirmation opinions on the company's regular reports. company alignment
The review and disclosure procedures for the annual report are legal and compliant, and the financial data is detailed and truly reflects the actual situation of the company.
situation. The company's internal control management system has been established and effectively implemented. Risk management and internal The control self-evaluation report objectively reflects the actual situation of the company’s internal control system construction and implementation in that year.
situation.
(4) Appointment of accounting firm
I believe that the audit institution hired by the company for 2025 is Grant Thornton Certified Public Accountants (Special General Partnership).
Have the experience, independence, professional competence and investor protection capabilities to provide audit services to the company, and be able to
Successfully completed the company's annual audit. The audit fees agreed upon by both parties are based on market prices. The principle of fairness and reasonableness is determined through consultation.
(5) Nomination, selection and remuneration of directors and senior managers
During the reporting period, the senior managers selected by the company had the management capabilities and professional experience required to perform their duties.
After verification, the company’s nomination committee will provide suitable candidates for directors and senior managers in accordance with the law and submit them to the company’s directors.
The nomination and voting procedures are in compliance with the Company Law and other relevant laws and regulations and the Company Law.
provisions of the Articles of Association. None of the above-mentioned personnel are prohibited from holding office as stipulated in the Company Law, nor are they
There are situations where a person is determined to be a market banner by the China Securities Regulatory Commission and the ban has not yet been lifted.
The company has formulated a remuneration and evaluation system for directors and senior managers. The company’s remuneration and evaluation committee
Comprehensively evaluate the annual performance of directors and senior managers in accordance with the company's relevant assessment system to confirm and develop
Give annual performance bonus.
- Overall evaluation
In 2025, during my tenure, as an independent director of the company, I was loyal, diligent and conscientious in my duties.
Maintain efficient communication with the board of directors, board of supervisors and operating management, and actively participate in the company’s decision-making on major matters.
It has played an active role in improving and optimizing the corporate governance structure, safeguarding the overall interests of the company and the legitimate rights and interests of small and medium-sized shareholders.
Extremely effective.
Independent Director of Livzon Pharmaceutical Group Co., Ltd. (resigned):
Tian Qiusheng
March 24, 2026