/LIVZON PHARMA - An announcement has just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section
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LIVZON PHARMA - An announcement has just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section
HKEXnews
2026/03/24[Overseas Regulatory Announcement - Corporate Governance Related Matters]does not make any representation about the accuracy or completeness of this announcement and expressly disclaims any liability arising out of or in connection with all or any part of this announcement. We accept no liability for any loss caused by reliance on such content. 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 (Luo Huiyuan)" 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 an independent director of Livzon Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), 2025 During the year, I strictly followed the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the "Company Law". "Measures for the Administration of Independent Directors of Municipal Companies", "Shenzhen Stock Exchange Stock Listing Rules" and other relevant laws and regulations and "Articles of Association of Livzon Pharmaceutical Group Co., Ltd." (hereinafter referred to as "Articles of Association"), the company's "Independent Directors" The provisions and requirements of the "Service System", faithfully perform duties, diligently fulfill their responsibilities, give full play to the role of independent directors, Further safeguard the overall interests of the company and safeguard the legitimate rights and interests of all shareholders, especially small and medium shareholders. Now 2025 The annual report on my performance of duties is as follows: 1. Basic information of independent directors (1) Work history, professional background and part-time job status Mr. Luo Huiyuan, 59 years old, currently serves as an independent non-executive director, member of the audit committee and nominee of the Company. Committee Chairman. Master of Laws from Renmin University of China. Currently, he is the director of the Management Committee of Beijing Hairun Tianrui Law Firm, Senior Partner. He concurrently serves as the vice president of Beijing Chaoyang District Lawyers Association. Served as Tibet Tianlu Co., Ltd. (600326.SH) Independent Director, Shanghai Jialinjie Textile Co., Ltd. (002486.SZ) Independent Director Director, independent director of China Petroleum Corporation Capital Co., Ltd. (000617.SZ), Xianheng International Technology Stock Co., Ltd. (605056.SH), independent director of China Telecom Intelligent IoT Co., Ltd.; Currently, he is an independent director of Zhuque Fund Management Co., Ltd. and an independent director of Nanjing Reindeer Biotechnology Co., Ltd. (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. 2. Overview of annual duty performance of independent directors (1) Attendance at shareholders’ meetings and board of directors meetings In 2025, the company held 9 board meetings. I attended all meetings in person and communicated via communication. Attendance without delegation or absence. I have reviewed various proposals of the company’s board of directors After thorough deliberation, everyone voted in favor and no objections were raised. In 2025, the company held 1 annual shareholders' meeting, 1 extraordinary shareholders' meeting and 2 class shares The shareholders' meetings were all convened by the board of directors, and I attended the shareholders' meeting via video. (2) Attendance status of various special committees of the board of directors In 2025, the company’s special committee meetings will be held as follows: The company held the Audit Committee of the Board of Directors 5 times to review and approve the company’s annual, semi-annual and quarterly financial results. Reports, risk management and internal control self-evaluation reports, proposals for re-appointment of accounting firms, etc., auditing the company Financial information and its disclosure, supervision and evaluation of internal and external audit work and internal controls. The Company convened the Nomination Committee of the Board of Directors 4 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 for nominating the company's vice president, independent non-executive directors, and employee representative directors. During my tenure as a member of the corresponding special committee, I attended all meetings in person and did not delegate Attendance or absence. I faithfully perform my duties as an independent director and a member of the special committee of the board of directors. Before the meeting, Carefully review relevant documents and materials, use your professional knowledge to express opinions independently, objectively and impartially, And based on the company's actual situation and my professional expertise, make reasonable suggestions for the company's risk prevention, and further Improve the company's internal controls and promote correct and scientific decision-making by the board of directors. (3) Work status of special meetings of independent directors Special meetings of independent directors were held three times in 2025. I attended the meetings three times on time and reviewed and approved them. The company’s expected daily connected transactions in 2025, and the expected continuing connected transactions between the company and Livzon MAB in 2025 and adjustment estimates, related transactions of subsidiary equity transfers and capital increases, and the company’s daily related transactions in 2026 I will conscientiously implement the transaction forecast, the forecast of continuing connected transactions between the company and Livzon MAB in 2026, etc. The responsibilities and obligations of independent directors are to provide independent judgment on the above matters and facilitate the board of directors to conduct effective discussions and make prudent decisions. (4) Communicate with internal audit institutions and accounting firms on the company’s financial and business status situation 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 A meeting was held 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 provisions of the "Administrative Measures for 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 shall also communicate 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 evaluation 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. 3. 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. I focus on the following matters during the performance of my duties: (1) Related transactions that should be disclosed In 2025, related transactions were carefully reviewed based on the principles of impartiality, fairness, objectivity and independence. According to the investigation, I believe that when reviewing related party transactions, the related directors and related shareholders abstained from voting, and the board of directors The decision-making process complies with relevant laws, regulations and the Articles of Association and is legal and effective. During the reporting period, this No one has discovered that there are any related transactions of the company that harm the interests of the company and its shareholders, especially small and medium-sized 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. The company's 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 status 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 officeholders are prohibited from holding office as stipulated in the Company Law, nor are they The situation of being determined as a market ban by the China Securities Regulatory Commission and the ban has not yet been lifted. 4. Overall evaluation In 2025, as an independent director of the company, I will be loyal, diligent, and conscientious in my duties, and work closely with the board of directors and the manager. The operating management maintains efficient communication and actively participates in the company’s decision-making on major matters, in order to improve and optimize corporate governance. structure, safeguarding the overall interests of the company and the legitimate rights and interests of small and medium-sized shareholders. In 2026, I will continue to comply with the provisions and requirements of relevant laws and regulations, work diligently, and deepen Understand the company's production, operation and development situation, and use their own expertise to promote high-quality decision-making by the board of directors and the company's high-quality to achieve efficient and steady development and effectively protect the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. Independent Director of Livzon Pharmaceutical Group Co., Ltd.: Luo Huiyuan March 24, 2026