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FUDANZHANGJIANG - Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. 2025 Independent Directors’ Work Report

HKEXnews
2026/03/30[Overseas Regulatory Announcement - Corporate Governance Related Matters]

FUDANZHANGJIANG - 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just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section

makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever as to the accuracy or completeness of the whole or any part of this announcement. assumes no liability for any loss arising from or arising from reliance on such content.

Overseas regulatory announcement

This announcement is made by Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. (the "Company") under the Hong Kong Stock Exchange Ltd. Securities Listing Rules 13.10(B).

This is to set forth the "Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd." published by the company on the website of the Shanghai Stock Exchange. 2025 Independent Directors' Work Report" is for reference only. This document and its disclosure contents are prepared in accordance with Chinese laws and regulations. Prepared and published in accordance with relevant domestic regulatory requirements.

By order of the board of directors

Zhao Dajun Chairman

As at the date of this announcement, the Board of Directors includes the following individuals:

Mr. Zhao Dajun (Executive Director)

Ms. Xue Yan (Executive Director)

Mr. Shen Bo (Non-executive Director) Ms. Yu Xiaoyang (Non-executive Director)

Mr. Wang Hongguang (Independent Non-executive Director) Mr. Lam Siu Wing (Independent Non-executive Director)

Mr. Xu Peilong (Independent Non-executive Director)

Ms. Qu Yanan (Employee Director)

Shanghai, China

March 30, 2026 *Identification only

Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.

2025 Independent Directors’ Work Report

As a director of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company")

As an independent non-executive director (also known as an "independent director"), I strictly comply with the Company Law of the People's Republic of China

(hereinafter referred to as the "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"),

"Regulations for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and "Regulations for the Listing of Securities on the Stock Exchange of Hong Kong Limited"

"Rules" and other laws, regulations, normative documents and the "Articles of Association of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), during the term of office in 2025, that is, January 1, 2025

From December 31, 2025 to December 31, 2025 (hereinafter referred to as the "reporting period"), he actively participated in the company's board of directors and

Each special committee meeting will carefully review various proposals, effectively perform the duties and obligations of independent directors, and prudently

Exercise the rights granted by the company and shareholders, safeguard the legitimate interests of all shareholders, and give full play to the role of independent directors

function. I would like to report on my performance of duties in 2025 as follows:

  1. Basic information about independent directors

(1) My work resume, professional background and part-time employment status are as follows:

Mr. Wang Hongguang, born in 1962, was appointed as the independent non-executive director of the company on May 30, 2023.

Executive Director. Currently, he is the director of the Chinese People’s Life Safety Research Institute of West China Hospital of Sichuan University and the director of the Chinese Academy of Medical Sciences. Distinguished Professor of Peking Union Medical College. Former associate professor and professor at China Agricultural University; Rural Affairs Ministry of Science and Technology

Deputy Director of the Department of Social Development; Director of the China Biotechnology Development Center of the Ministry of Science and Technology; China Science and Technology Development Center

Researcher at the Development Strategy Research Institute; Executive Director and Professor of the China Strategic Studies Center at Peking University. Engaged in science for a long time

Technology and economic strategy research, in-depth research on biotechnology development and industrial policies at home and abroad, and has edited "China

He has published 26 books including "China's Bioeconomy" and more than 170 papers. Graduated from Gansu Agricultural University in 1982 He graduated from China Agricultural University in 1986 and received a bachelor's degree in agriculture.

degree and was awarded a doctorate in agriculture in 1989. Appointed on January 27, 2021 as

CSPC Pharmaceutical Group Co., Ltd. (a company listed on the Main Board of the Stock Exchange (stock code: 01093))

Li Fei is an executive director. Appointed as China Biotechnology Corporation on June 29, 2023

outside directors.

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(2) Description of independence As an independent director of the company, neither I nor my immediate family members hold any other positions in the company or its subsidiaries except as independent directors.

He does not hold other positions other than an independent director, nor does he hold any position with the company’s major shareholders; he does not serve the company or its other

Affiliated companies provide financial, legal, consulting and other services. Except for independent director allowances, there are no benefits from the company and its owners

There is no need to obtain additional, undisclosed other interests from shareholders or interested institutions and persons.

Circumstances affecting independence.

  1. Annual performance of duties by independent directors

(1) Attendance at meetings in 2025

(1) Attendance at shareholders’ meetings During the reporting period, I personally attended the 2024 Annual General Meeting of Shareholders held by the company and the first annual meeting of shareholders in 2025.

Extraordinary general meeting of shareholders.

(2) Attendance at the board of directors

During the reporting period, the company held a total of six board meetings. I attended all of them in person and acted independently and prudently in accordance with laws and regulations.

To exercise their powers, before the board of directors meeting, carefully read the materials of each board of directors meeting and prepare for the board of directors' review. Be fully prepared for decision-making; attend company board meetings on time and make full use of your professional knowledge and professional experience

He has provided reasonable suggestions and constructive opinions to the company and played a positive role in the board of directors making scientific decisions.

(3) Attendance at meetings of special committees of the board of directors

  1. My status of serving on special committees

Category of special committees I serve Member names

Audit Committee Lin Zhaorong (Chairman), Wang Hongguang, Shen Bo Remuneration Committee Wang Hongguang (Chairman), Lin Zhaorong, Xu Peilong

Strategy Committee Zhao Dajun (Chairman), Wang Hongguang, Xu Peilong

During the reporting period, I served as the Audit Committee of the Board of Directors, the Remuneration Committee of the Board of Directors and the Strategy Committee of the Board of Directors. Will assume corresponding positions and carry out related work. In 2025, the company held a total of four meetings of the Board Audit Committee

times, the Strategy Committee of the Board of Directors was convened once and the Remuneration Committee of the Board of Directors was convened twice. I personally attended the above

meeting.

I have not been absent from the above meetings or failed to attend the meetings in person for two consecutive times. I believe that 2025

The annual convening of the company's board of directors and its special committees complies with legal procedures, and decisions on relevant matters are complied with.

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Necessary approval procedures and disclosure obligations have been carried out, in compliance with laws, regulations and the Articles of Association. I am interested in All resolutions reviewed at the board meeting and its special committee meetings were voted in favor, and no objections were raised.

There were no objections or abstentions to the project.

(4) Work status of special meetings of independent directors In accordance with the "Administrative Measures for Independent Directors of Listed Companies", the company formulates and continues to improve the "Independent (Non-Executive)

"Director Work System", which clarifies the responsibilities of special meetings of independent directors to give full play to the role of independent directors.

It plays a supervisory role in corporate governance and effectively protects the legitimate rights and interests of the company and investors. As of the end of the reporting period,

The company did not have any relevant matters requiring special meeting of independent directors to review, and no special meeting of independent directors was held.

(2) Exercising the powers of independent directors

During the reporting period, I did not hire an independent intermediary agency to audit or consult on specific matters of the company.

or verification; there is no proposal to the board of directors to convene an extraordinary shareholders' meeting or a board of directors meeting

circumstances; there is no public solicitation of shareholder rights from shareholders. During the reporting period, I strictly performed my duties as an independent director and actively participated in the review of the company’s board of directors and various specialized departments.

The committee carefully reviewed the relevant proposals and meeting materials, and exercised a rigorous and objective attitude in voting.

rights; maintain full communication with the company’s management, understand the company’s operating conditions and financial status, and provide

Provide professional and objective advice on business development; supervise the company to continuously optimize the internal control management system and improve standardized operations

standards and effectively safeguard the legitimate rights and interests of all shareholders.

(3) Communication with internal audit institutions and annual audit accounting firms

During the reporting period, as a member of the Audit Committee, I carefully listened to the company’s risk management and internal audit and internal control departments.

Regularly report on the implementation of the audit plan, gain an in-depth understanding of the company’s internal controls, and assist the company in making judgments and understanding Don’t control risks internally. Listen to and review the annual audit accounting firm’s work plan and related information for the company’s annual report audit

information, the audit scope, important time nodes, personnel arrangements, audit focus, etc. of the 2025 annual audit work

Communicate on relevant matters and provide opinions and suggestions on relevant matters.

(4) Participation in training

As an independent director of the company, I continue to pay attention to and study the relevant laws and regulations issued by regulatory agencies and

Various rules and regulations. In order to better perform my duties and give full play to the role of independent directors, I actively participate in various

Various trainings organized by regulatory agencies and other organizations continuously improve the ability to perform duties and provide scientific decision-making and risk prevention for the company.

Provide better opinions and suggestions to effectively strengthen the ability to protect the legitimate rights and interests of the company and investors.

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During the reporting period, I promptly participated in the follow-up training for independent directors organized by the Shanghai Stock Exchange in accordance with regulations. and obtain a training certificate. At the same time, in accordance with Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

According to Article C.1.4 of the Corporate Governance Code, the company secretary/board secretary also arranged to organize multiple

Various forms of specialized training for directors, including online course learning, interpretation of regulatory policies, regulatory documents and industry information

Documents such as data study and reading are sent to me for circulation to achieve the purpose of training and effectively improve the ability to perform duties and professional level.

(5) Communication with small and medium-sized shareholders

During the reporting period, I continued to supervise the improvement and implementation of the company’s internal control system and the resolutions of the board of directors.

implementation and other related matters, actively protect the legitimate rights and interests of small and medium-sized shareholders, and also participate in the company’s shareholders’ meetings and

Regularly report performance briefings, listen to investors’ opinions and suggestions, and maintain good communication with small and medium-sized shareholders.

(6) On-site inspection and company cooperation

During the reporting period, I participated in the company’s shareholders’ meeting, board of directors and board audit committee, board of directors

Remuneration committee, board strategy committee and performance briefing meeting, as well as on-site inspections to the company, etc. Continue to pay attention to the company's business management and financial status, and communicate with the company through various methods such as phone calls and emails.

The company's operating management communicates and communicates on the company's decisions, plans, execution results, etc. During the reporting period,

My accumulated on-site working hours meet regulatory requirements. When exercising their powers, the company's management actively cooperates and fully

Provide office space and relevant information in a timely manner to provide sufficient and necessary support for my work.

  1. Matters of focus in annual performance of duties by independent directors

(1) Continuing connected transactions that should be disclosed

During the reporting period, in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, it was confirmed that

Information on the execution of the company’s connected transactions in 2024. The company’s continuing connected transactions in 2024 are in line with Hong Kong’s The Hong Kong Stock Exchange’s regulations on continuing connected transactions, the implementation status does not exceed the authorized limit, and the connected transaction price

Strictly follow the principles of open, fair, just and market-oriented pricing, and no related transactions have been found to damage the company’s profits.

beneficial situation.

(2) Plans for listed companies and relevant parties to change or waive their commitments

During the reporting period, the company and relevant parties did not change or waive their commitments.

(3) Decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition During the reporting period, the company was not acquired.

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(4) Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports During the reporting period, the company strictly complied with the "Company Law", "Securities Law" and "Shanghai Stock Exchange Science and Technology Innovation Board"

"The Rules Governing the Listing of Securities", "The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" and other relevant laws, regulations and norms

According to the requirements of comprehensive documents, the "2024 Annual Report", "2024 Annual Report Summary", "2024 Annual Report Summary" and "2024 Annual Report" will be prepared and disclosed on time.

Annual Results Announcement for the Year Ended December 31, 2024" "2024 Internal Control Evaluation Report"

"2025 First Quarter Report" "2025 Semi-Annual Report" "2025 Semi-Annual Report Summary" "2025 Semi-Annual Report" Interim Results Announcement for the Six-month Period Ending June 30, 2025" "2025 Third Quarter Report"

etc., accurately disclose the financial data and important matters during the corresponding reporting period, and fully reveal the company’s economic performance to investors.

Camp situation. I have focused on and supervised the financial reports disclosed by the company and believe that

The company's financial reports are true, complete and accurate, and comply with the requirements of China's accounting standards. There are no false records,

Misleading statements or material omissions. The relevant reports disclosed by the company comply with relevant laws, regulations and company systems. The decision-making process is legal and compliant.

(5) Appointment and dismissal of accounting firms that undertake the company’s audit business

The company held the ninth meeting of the eighth board of directors on March 27, 2025 and June 26, 2025. The 2024 Annual General Meeting of Shareholders was held to review and approve the "Renewal of Appointment of Domestic and Foreign Accountants for 2025"

"Proposal of the Firm", agreeing to re-appoint PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP (Special General Partnership) as the company's

The company's 2025 domestic and overseas financial report audit institutions and domestic internal control audit institutions.

(6) Appointment or dismissal of financial directors of listed companies

During the reporting period, the company did not appoint or dismiss a financial director.

(7) Changes in accounting policies, accounting estimates or major meetings due to reasons other than changes in accounting standards Calculation error correction

During the reporting period, the company did not make accounting policies or accounting estimates due to reasons other than changes in accounting standards.

Changes or correction of major accounting errors.

(8) Nominate or appoint or remove directors, hire or dismiss senior managers

The company held the third meeting of the 2025 Third Workers’ Congress on November 26, 2025, to elect

Ms. Qu Yanan serves as the employee director of the company’s eighth board of directors. The Nomination Committee of the Company’s Board of Directors

The lady’s qualifications were reviewed and it was deemed that the above-mentioned employee directors complied with the Company Law and other laws and regulations.

Standard documents and the provisions regarding director qualifications in the Articles of Association. After this election is completed, the company

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The number of board members increased from 7 to 8. The directors of the company’s eighth board of directors also serve as senior managers of the company. and the number of directors held by employees does not exceed one-half of the total number of directors of the company, in compliance with relevant laws and regulations

and the provisions of the Articles of Association.

During the reporting period, the company did not appoint or dismiss senior managers.

(9) Remuneration of directors and senior managers, formulating or changing equity incentive plans, employee stock ownership

plan, the incentive objects are granted rights and the conditions for exercising the rights are met, and the directors and senior managers of the proposed spin-off are

Subsidiaries arrange shareholding plans

The company held the first meeting of the 8th Board of Directors Remuneration Committee in 2025 on March 27, 2025.

The ninth meeting of the eighth board of directors reviewed the "Remuneration Implementation of Directors and Supervisors in 2024 and Proposal on the 2025 Remuneration Plan" "About the Implementation of Senior Management Remuneration in 2024 and 2025

Annual Compensation Plan Proposal”. I think this plan combines the actual situation of the company’s region, industry and size.

actual situation, and with reference to industry salary levels, in compliance with the Company Law, the Code of Governance of Listed Companies, and the Shanghai Stock Exchange

The relevant provisions of the Stock Exchange's Science and Technology Innovation Board Stock Listing Rules and the Articles of Association shall not harm the company and its

shareholder interests.

During the reporting period, the company did not formulate or change equity incentive plans or employee stock ownership plans.

As in the case where the conditions for granting rights and exercising rights are met, there are no directors or senior managers planning to spin off the company.

The situation in which the affiliated subsidiaries arrange stock ownership plans.

  1. Overall evaluation and suggestions

During the reporting period, as an independent director of the company, I strictly followed the Company Law, Securities Law, and

"Rules Governing the Listing of Securities on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and "Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited" and the "Articles of Association" and other relevant provisions, based on the principles of objectivity, impartiality and independence, earnestly perform duties and participate in

make decisions on major matters related to the company, perform their duties prudently, faithfully and diligently, and give full play to the role of independent directors

It safeguards the overall interests of the company and shareholders, especially the legitimate rights and interests of small and medium-sized shareholders.

In 2026, I will further strengthen communication with the company’s minority shareholders, board of directors and management

and communicate, actively carry out work, and use professional knowledge and experience to provide scientific and reasonable decision-making suggestions for the company, Further promote the company's optimized governance, standardized operations and stable operations, and continue to be conscientious, cautious, loyal and

Diligently perform the duties of independent directors, give full play to the role of independent directors, and protect all shareholders, especially small and medium-sized stocks.

Dong’s legitimate rights and interests.

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Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. Independent Director: Wang Hongguang

March 30, 2026

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Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.

2025 Independent Directors’ Work Report

As a director of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company")

As an independent non-executive director (also known as an "independent director"), I strictly comply with the Company Law of the People's Republic of China

(hereinafter referred to as the "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"),

"Regulations for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and "Regulations for the Listing of Securities on the Stock Exchange of Hong Kong Limited"

"Rules" and other laws, regulations, normative documents and the "Articles of Association of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), during the term of office in 2025, that is, January 1, 2025

From December 31, 2025 to December 31, 2025 (hereinafter referred to as the "reporting period"), he actively participated in the company's board of directors and

Each special committee meeting will carefully review various proposals, effectively perform the duties and obligations of independent directors, and prudently

Exercise the rights granted by the company and shareholders, safeguard the legitimate interests of all shareholders, and give full play to the role of independent directors

function. I would like to report on my performance of duties in 2025 as follows:

  1. Basic information about independent directors

(1) My work resume, professional background and part-time employment status are as follows:

Mr. Lin Zhaorong, born in 1960, was appointed as the company’s independent non-executive director on May 30, 2023.

Executive Director. The Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants Australia and New Zealand (formerly Chartered Accountants Australia Association) senior member. Has extensive experience in financial accounting, auditing and business consulting. From 2004 to

In 2020, he served as both the accounting firm of PricewaterhouseCoopers Zhongtian LLP (Special General Partnership) and Hong Kong’s PricewaterhouseCoopers

Partner of Coopers & Douglass LLP. Graduated from Macquarie University in Australia in March 1985 with a bachelor's degree in economics

He holds a bachelor's degree in accounting and graduated from the University of New South Wales, Australia, in October 1989 with a bachelor's degree in business.

Master's degree in Finance. Appointed as Shanghai Greatpower Nickel and Cobalt Materials Co., Ltd. on June 23, 2022 Co., Ltd. is an independent non-executive director. Appointed as Suzhou Beikang Medical on July 13, 2023

Co., Ltd. (a company listed on the Main Board of the Stock Exchange, stock code: 2170) Independent Non-executive Director

things. On October 14, 2023, Xinjiang Xinxin Mining Co., Ltd. (a joint venture company) was appointed as the

A company listed on the main board of the Stock Exchange, stock code: 3833) Joint Company Secretary. On May 20, 2024

On the third day, he was appointed as Xi'an Jingfa Property Co., Ltd. (a company listed on the main board of the Stock Exchange, with shares

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Ticket code: 1354) Independent non-executive director. Appointed as Blue Star Andy on September 19, 2024 Independent director of Su Co., Ltd. (a company listed on the main board of the Shanghai Stock Exchange, stock code: 600299).

Appointed as Shanghai Biren Technology Co., Ltd. (a company listed on the Stock Exchange) with effect from June 1, 2025

A listed company, stock code: 6082) independent non-executive director. Received on June 4, 2025

Appointed as Qiyi Technology (Cayman) Co., Ltd. (a company listed on the Main Board of the Stock Exchange, stock code:

  1. Independent non-executive director. (2) Description of independence

As an independent non-executive director of the company, neither I nor my immediate family members hold any positions in the company or its subsidiaries.

In addition to other positions as independent directors, he does not hold any position with the company's major shareholders; he does not serve the company.

or its affiliated companies to provide financial, legal, consulting and other services. Except for the allowance for independent directors, there is no compensation from the company and

Additional, undisclosed other interests obtained from its major shareholders or interested institutions and personnel shall not be There are circumstances that affect independence.

  1. Annual performance of duties by independent non-executive directors

(1) Attendance at meetings in 2025 (1) Attendance at shareholders’ meetings

During the reporting period, I personally attended the 2024 Annual General Meeting of Shareholders held by the company and the first annual meeting of shareholders in 2025.

Extraordinary general meeting of shareholders.

(2) Attendance at the board of directors

During the reporting period, the company held a total of six board meetings. I attended all of them in person and acted independently and prudently in accordance with laws and regulations. To exercise their powers, before the board of directors meeting, carefully read the materials of each board of directors meeting and prepare for the board of directors' review.

Be fully prepared for decision-making; attend company board meetings on time and make full use of your professional knowledge and professional experience

He has provided reasonable suggestions and constructive opinions to the company and played a positive role in the board of directors making scientific decisions.

(3) Attendance at meetings of special committees of the board of directors

  1. My status of serving on special committees

Category of special committees I serve Member names Audit Committee Lin Zhaorong (Chairman), Wang Hongguang, Shen Bo

Nomination Committee Xu Peilong (Chairman), Lin Zhaorong, Xue Yan

Remuneration Committee Wang Hongguang (Chairman), Lin Zhaorong, Xu Peilong

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During the reporting period, I served as the Audit Committee of the Board of Directors, the Nomination Committee of the Board of Directors and the Remuneration Committee of the Board of Directors. Will assume corresponding positions and carry out related work. In 2025, the company held a total of four meetings of the Board Audit Committee

times, the remuneration committee and the nomination committee were convened twice each. I attended all the above meetings in person.

I have not been absent from the above meetings or failed to attend the meetings in person for two consecutive times. I believe that 2025

The annual convening of the company's board of directors and its special committees complies with legal procedures, and decisions on relevant matters are complied with.

Necessary approval procedures and disclosure obligations have been carried out, in compliance with laws, regulations and the Articles of Association. I am interested in All resolutions reviewed at the board meeting and its special committee meetings were voted in favor, and no objections were raised.

There were no objections or abstentions to the project.

(4) Work status of special meetings of independent directors In accordance with the "Administrative Measures for Independent Directors of Listed Companies", the company formulates and continues to improve the "Independent (Non-Executive)

"Director Work System", which clarifies the responsibilities of special meetings of independent directors to give full play to the role of independent directors.

It plays a supervisory role in corporate governance and effectively protects the legitimate rights and interests of the company and investors. As of the end of the reporting period,

The company did not have any relevant matters requiring special meeting of independent directors to review, and no special meeting of independent directors was held.

(2) Exercising the powers of independent directors

During the reporting period, I did not hire an independent intermediary agency to audit or consult on specific matters of the company.

or verification; there is no proposal to the board of directors to convene an extraordinary shareholders' meeting or a board of directors meeting

circumstances; there is no public solicitation of shareholder rights from shareholders. During the reporting period, I strictly performed my duties as an independent director and actively participated in the review of the company’s board of directors and various specialized departments.

The committee carefully reviewed the relevant proposals and meeting materials, and exercised a rigorous and objective attitude in voting.

rights; maintain full communication with the company’s management, understand the company’s operating conditions and financial status, and provide

Provide professional and objective advice on business development; supervise the company to continuously optimize the internal control management system and improve standardized operations

standards and effectively safeguard the legitimate rights and interests of all shareholders.

(3) Communication with internal audit institutions and annual audit accounting firms

During the reporting period, as the chairman of the audit committee, he carefully listened to the company’s risk management and internal audit and internal control department’s

Provide regular reports on the implementation of the audit plan, gain an in-depth understanding of the company’s internal controls, and assist the company in making judgments and understanding Don’t control risks internally. Discuss the 2025 annual audit with the signing certified public accountant and project manager responsible for the company’s audit work.

Fully communicate the audit scope, important time points, personnel arrangements, audit focus and other related matters of the accounting work.

and provided specific suggestions and opinions on matters related to the audit plan. The accountant during the annual audit issues a preliminary audit opinion

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After meeting with the company, I held an on-site meeting with the certified public accountant and the company's management alone. The project manager communicates, pays attention to the problems discovered during the audit process, effectively performs supervision responsibilities, and ensures the company's annual

The report disclosure is true, accurate and complete.

(4) Participation in training As an independent director of the company, I continue to pay attention to and study the relevant laws and regulations issued by regulatory agencies and

Various rules and regulations. In order to better perform my duties and give full play to the role of independent directors, I actively participate in various

Relevant training provided by regulatory agencies and other organizations to continuously improve the ability to perform duties and provide scientific decision-making and risk prevention for the company

Provide better opinions and suggestions to effectively strengthen the ability to protect the legitimate rights and interests of the company and investors.

During the reporting period, I promptly participated in the follow-up training for independent directors organized by the Shanghai Stock Exchange in accordance with regulations. and obtain a training certificate. At the same time, in accordance with Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

According to Article C.1.4 of the Corporate Governance Code, the company secretary/board secretary also arranged to organize multiple

Various forms of specialized training for directors, including online course learning, interpretation of regulatory policies, regulatory documents and industry information

Documents such as data study and reading are sent to me for circulation to achieve the purpose of training and effectively improve the ability to perform duties and professional level.

(5) Communication with small and medium-sized shareholders

During the reporting period, I continued to supervise the improvement and implementation of the company’s internal control system and the resolutions of the board of directors.

implementation and other related matters, actively protect the legitimate rights and interests of small and medium-sized shareholders, and also participate in the company’s shareholders’ meetings and

Regularly report performance briefings, listen to investors’ opinions and suggestions, and maintain good communication with small and medium-sized shareholders.

(6) On-site inspection and company cooperation

During the reporting period, I participated in the company’s shareholders’ meeting, board of directors and board audit committee, board of directors

Nomination committee, remuneration committee of the board of directors, performance briefing meetings, and on-site inspections of the company, etc. Continue to pay attention to the company's business management and financial status, and communicate with the company through various methods such as phone calls and emails.

The company's operating management communicates and communicates on the company's decisions, plans, execution results, etc. During the reporting period,

My accumulated on-site working hours meet regulatory requirements. When exercising their powers, the company's management actively cooperates and fully

Provide office space and relevant information in a timely manner to provide sufficient and necessary support for my work.

  1. Matters of focus in annual performance of duties by independent directors

(1) Continuing connected transactions that should be disclosed

During the reporting period, in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, it was confirmed that

Information on the execution of the company’s connected transactions in 2024. The company’s continuing connected transactions in 2024 are in line with Hong Kong’s

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The Hong Kong Stock Exchange’s regulations on continuing connected transactions, the implementation status does not exceed the authorized limit, and the connected transaction price Strictly follow the principles of open, fair, just and market-oriented pricing, and no related transactions have been found to damage the company’s profits.

beneficial situation.

(2) Plans for listed companies and relevant parties to change or waive their commitments During the reporting period, the company and relevant parties did not change or waive their commitments.

(3) Decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition

During the reporting period, the company was not acquired.

(4) Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports

During the reporting period, the company strictly complied with the "Company Law", "Securities Law" and "Shanghai Stock Exchange Science and Technology Innovation Board"

"The Rules Governing the Listing of Securities", "The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" and other relevant laws, regulations and norms According to the requirements of comprehensive documents, the "2024 Annual Report", "2024 Annual Report Summary", "2024 Annual Report Summary" and "2024 Annual Report" will be prepared and disclosed on time.

Annual Results Announcement for the Year Ended December 31, 2024" "2024 Internal Control Evaluation Report"

"2025 First Quarter Report" "2025 Semi-Annual Report" "2025 Semi-Annual Report Summary" "2025 Semi-Annual Report"

Interim Results Announcement for the Six-month Period Ending June 30, 2025" "2025 Third Quarter Report"

etc., accurately disclose the financial data and important matters during the corresponding reporting period, and fully reveal the company’s economic performance to investors. Camp situation. I have focused on and supervised the financial reports disclosed by the company and believe that

The company's financial reports are true, complete and accurate, and comply with the requirements of China's accounting standards. There are no false records,

Misleading statements or material omissions. The relevant reports disclosed by the company comply with relevant laws, regulations and company systems.

The decision-making process is legal and compliant.

(5) Appointment and dismissal of accounting firms that undertake the company’s audit business

The company held the ninth meeting of the eighth board of directors on March 27, 2025 and June 26, 2025.

The 2024 Annual General Meeting of Shareholders was held to review and approve the "Renewal of Appointment of Domestic and Foreign Accountants for 2025"

"Proposal of the Firm", agreeing to re-appoint PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP (Special General Partnership) as the company's The company's 2025 domestic and overseas financial report audit institutions and domestic internal control audit institutions.

(6) Appointment or dismissal of financial directors of listed companies

During the reporting period, the company did not appoint or dismiss a financial director.

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(7) Changes in accounting policies, accounting estimates or major meetings due to reasons other than changes in accounting standards Calculation error correction

During the reporting period, the company did not make accounting policies or accounting estimates due to reasons other than changes in accounting standards.

Changes or correction of major accounting errors.

(8) Nominate or appoint or remove directors, hire or dismiss senior managers

The company held the third meeting of the 2025 Third Workers’ Congress on November 26, 2025, to elect

Ms. Qu Yanan serves as the employee director of the company’s eighth board of directors. The Nomination Committee of the Company’s Board of Directors

The lady’s qualifications were reviewed and it was deemed that the above-mentioned employee directors complied with the Company Law and other laws and regulations.

Standard documents and the provisions regarding director qualifications in the Articles of Association. After this election is completed, the company The number of board members increased from 7 to 8. The directors of the company’s eighth board of directors also serve as senior managers of the company.

and the number of directors held by employees does not exceed one-half of the total number of directors of the company, in compliance with relevant laws and regulations

and the provisions of the Articles of Association.

During the reporting period, the company did not appoint or dismiss senior managers.

(9) Remuneration of directors and senior managers, formulating or changing equity incentive plans, employee stock ownership

plan, the incentive objects are granted rights and the conditions for exercising the rights are met, and the directors and senior managers of the proposed spin-off are

Subsidiaries arrange shareholding plans

The company held the first meeting of the 8th Board of Directors Remuneration Committee in 2025 on March 27, 2025. The ninth meeting of the eighth board of directors reviewed the "Remuneration Implementation of Directors and Supervisors in 2024 and

Proposal on the 2025 Remuneration Plan" "About the Implementation of Senior Management Remuneration in 2024 and 2025

Annual Compensation Plan Proposal”. I think this plan combines the actual situation of the company’s region, industry and size.

actual situation, and with reference to industry salary levels, in compliance with the Company Law, the Code of Governance of Listed Companies, and the Shanghai Stock Exchange

The relevant provisions of the Stock Exchange's Science and Technology Innovation Board Stock Listing Rules and the Articles of Association shall not harm the company and its shareholder interests.

During the reporting period, the company did not formulate or change equity incentive plans or employee stock ownership plans.

As in the case where the conditions for granting rights and exercising rights are met, there are no directors or senior managers planning to spin off the company.

The situation in which the affiliated subsidiaries arrange stock ownership plans.

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  1. Overall evaluation and suggestions During the reporting period, as an independent director of the company, I strictly followed the Company Law, Securities Law, and

"Rules Governing the Listing of Securities on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and "Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited"

and the "Articles of Association" and other relevant provisions, based on the principles of objectivity, impartiality and independence, earnestly perform duties and participate in

make decisions on major matters related to the company, perform their duties prudently, faithfully and diligently, and give full play to the role of independent directors

It safeguards the overall interests of the company and shareholders, especially the legitimate rights and interests of small and medium-sized shareholders. In 2026, I will further strengthen communication with the company’s minority shareholders, board of directors and management

and communicate, actively carry out work, and use professional knowledge and experience to provide scientific and reasonable decision-making suggestions for the company,

Further promote the company's optimized governance, standardized operations and stable operations, and continue to be conscientious, cautious, loyal and

Diligently perform the duties of independent directors, give full play to the role of independent directors, and protect all shareholders, especially small and medium-sized stocks.

Dong’s legitimate rights and interests.

Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.

Independent Director: Lin Zhaorong March 30, 2026

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Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.

2025 Independent Directors’ Work Report

As a director of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company")

As an independent non-executive director (also known as an "independent director"), I strictly comply with the Company Law of the People's Republic of China

(hereinafter referred to as the "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"),

"Regulations for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and "Regulations for the Listing of Securities on the Stock Exchange of Hong Kong Limited"

"Rules" and other laws, regulations, normative documents and the "Articles of Association of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), during the term of office in 2025, that is, January 1, 2025

From December 31, 2025 to December 31, 2025 (hereinafter referred to as the "reporting period"), he actively participated in the company's board of directors and

Each special committee meeting will carefully review various proposals, effectively perform the duties and obligations of independent directors, and prudently

Exercise the rights granted by the company and shareholders, safeguard the legitimate interests of all shareholders, and give full play to the role of independent directors

function. I would like to report on my performance of duties in 2025 as follows:

  1. Basic information about independent directors

(1) My work resume, professional background and part-time employment status are as follows:

Xu Peilong, born in 1977, was appointed as the company’s independent non-executive director on May 30, 2023.

Director. I am a national first-class lawyer and currently the Party Branch Secretary and Senior Partner of Shanghai Junyue Law Firm. person; concurrently serves as a part-time professor at East China University of Political Science and Law, a civil administration expert at the Supreme People's Procuratorate, and a member of the Shanghai Arbitration Committee

arbitrators of the Shanghai International Economic and Trade Arbitration Commission (Shanghai International Arbitration Center) and other social positions

service. He once served as a director and vice president of the 11th Shanghai Lawyers Association and a partner of Shanghai Chaohua Law Firm.

He has in-depth research and knowledge in the fields of corporate governance, equity dispute resolution, corporate investment and financing, mergers and acquisitions, etc.

He has in-depth experience and has participated in the editing of many books such as "The Practice of Corporate Litigation Lawyers". Completed in July 2002 Graduated from East China University of Political Science and Law and received a bachelor's degree in law. Appointed on December 26, 2025

Part-time external director of Shanghai Zhangjiang (Group) Co., Ltd.

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(2) Description of independence As an independent director of the company, neither I nor my immediate family members hold any other positions in the company or its subsidiaries except as independent directors.

He does not hold other positions other than an independent director, nor does he hold any position with the company’s major shareholders; he does not serve the company or its other

Affiliated companies provide financial, legal, consulting and other services. Except for independent director allowances, there are no benefits from the company and its owners

There is no need to obtain additional, undisclosed other interests from shareholders or interested institutions and persons.

Circumstances affecting independence.

  1. Annual performance of duties by independent directors

(1) Attendance at meetings in 2025

(1) Attendance at shareholders’ meetings During the reporting period, I personally attended the 2024 Annual General Meeting of Shareholders held by the company and the first annual meeting of shareholders in 2025.

Extraordinary general meeting of shareholders.

(2) Attendance at the board of directors

During the reporting period, the company held a total of six board meetings. I attended all of them in person and acted independently and prudently in accordance with laws and regulations.

To exercise their powers, before the board of directors meeting, carefully read the materials of each board of directors meeting and prepare for the board of directors' review. Be fully prepared for decision-making; attend company board meetings on time and make full use of your professional knowledge and professional experience

He has provided reasonable suggestions and constructive opinions to the company and played a positive role in the board of directors making scientific decisions.

(3) Attendance at meetings of special committees of the board of directors

  1. My status of serving on special committees

Category of special committees I serve Member names

Remuneration Committee Wang Hongguang (Chairman), Lin Zhaorong, Xu Peilong Strategy Committee Zhao Dajun (Chairman), Wang Hongguang, Xu Peilong

Nomination Committee Xu Peilong (Chairman), Lin Zhaorong, Xue Yan

  1. During the reporting period, I served on the Remuneration Committee of the Board of Directors, the Strategy Committee of the Board of Directors and the Nomination Committee of the Board of Directors. The committee holds corresponding positions and carries out relevant work. In 2025, the company held a total of strategic committee meetings of the board of directors

There will be one meeting of the Board of Directors’ Remuneration Committee and two meetings of the Board of Directors’ Nomination Committee. I personally attended the above meetings

discussion.

I have not been absent from the above meetings or failed to attend the meetings in person for two consecutive times. I believe that 2025

The annual convening of the company's board of directors and its special committees complies with legal procedures, and decisions on relevant matters are complied with.

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Necessary approval procedures and disclosure obligations have been carried out, in compliance with laws, regulations and the Articles of Association. I am interested in All resolutions reviewed at the board meeting and its special committee meetings were voted in favor, and no objections were raised.

There were no objections or abstentions to the project.

(4) Work status of special meetings of independent directors In accordance with the "Administrative Measures for Independent Directors of Listed Companies", the company formulates and continues to improve the "Independent (Non-Executive)

"Director Work System", which clarifies the responsibilities of special meetings of independent directors to give full play to the role of independent directors.

It plays a supervisory role in corporate governance and effectively protects the legitimate rights and interests of the company and investors. As of the end of the reporting period,

The company did not have any relevant matters requiring special meeting of independent directors to review, and no special meeting of independent directors was held.

(2) Exercising the powers of independent directors

During the reporting period, I did not hire an independent intermediary agency to audit or consult on specific matters of the company.

or verification; there is no proposal to the board of directors to convene an extraordinary shareholders' meeting or a board of directors meeting

circumstances; there is no public solicitation of shareholder rights from shareholders. During the reporting period, I strictly performed my duties as an independent director and actively participated in the review of the company’s board of directors and various specialized departments.

Committee proposals, carefully reviewed relevant proposals and meeting materials; maintained full communication with the company’s management, and

Understand the company's daily operations, risk prevention and control and compliance management; revise the company's articles of association and related systems, etc.

Review and supervise important matters, and use their professional knowledge to provide suggestions for the company's business development. Prompt Dong

The decisions of the board of directors are more in line with the overall interests of the company and actively safeguard the legitimate rights and interests of small and medium-sized shareholders.

(3) Participation in training

As an independent director of the company, I continue to pay attention to and study the relevant laws and regulations issued by regulatory agencies and

Various rules and regulations. In order to better perform my duties and give full play to the role of independent directors, I actively participate in various Various trainings organized by regulatory agencies and other organizations continuously improve the ability to perform duties and provide scientific decision-making and risk prevention for the company.

Provide better opinions and suggestions to effectively strengthen the ability to protect the legitimate rights and interests of the company and investors.

During the reporting period, I promptly participated in the follow-up training for independent directors organized by the Shanghai Stock Exchange in accordance with regulations.

and obtain a training certificate. At the same time, in accordance with Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

According to Article C.1.4 of the Corporate Governance Code, the company secretary/board secretary also arranged to organize multiple Various forms of specialized training for directors, including online course learning, interpretation of regulatory policies, regulatory documents and industry information

Documents such as data study and reading are sent to me for circulation to achieve the purpose of training and effectively improve the ability to perform duties and professional level.

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(4) Communication with small and medium-sized shareholders During the reporting period, I continued to supervise the improvement and implementation of the company’s internal control system and the resolutions of the board of directors.

implementation and other related matters, actively protect the legitimate rights and interests of small and medium-sized shareholders, and also participate in the company’s shareholders’ meetings and

Regularly report performance briefings, listen to investors’ opinions and suggestions, and maintain good communication with small and medium-sized shareholders.

(5) On-site inspection and company cooperation

During the reporting period, I participated in the company’s shareholders’ meeting, the board of directors and the remuneration committee of the board of directors, and the board of directors.

Strategy committee, board of directors nomination committee and performance briefing meeting, as well as on-site inspections to the company, etc.

Continue to pay attention to the company's business management and financial status, and communicate with the company through various methods such as phone calls and emails.

The company's operating management communicates and communicates on the company's decisions, plans, execution results, etc. During the reporting period, My accumulated on-site working hours meet regulatory requirements. When exercising their powers, the company's management actively cooperates and fully

Provide office space and relevant information in a timely manner to provide sufficient and necessary support for my work.

  1. Matters of focus in annual performance of duties by independent directors (1) Continuing connected transactions that should be disclosed

During the reporting period, in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, it was confirmed that

Information on the execution of the company’s connected transactions in 2024. The company’s continuing connected transactions in 2024 are in line with Hong Kong’s

The Hong Kong Stock Exchange’s regulations on continuing connected transactions, the implementation status does not exceed the authorized limit, and the connected transaction price

Strictly follow the principles of open, fair, just and market-oriented pricing, and no related transactions have been found to damage the company’s profits. beneficial situation.

(2) Plans for listed companies and relevant parties to change or waive their commitments

During the reporting period, the company and relevant parties did not change or waive their commitments.

(3) Decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition

During the reporting period, the company was not acquired.

(4) Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports

During the reporting period, the company strictly complied with the "Company Law", "Securities Law" and "Shanghai Stock Exchange Science and Technology Innovation Board"

"The Rules Governing the Listing of Securities", "The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" and other relevant laws, regulations and norms

According to the requirements of comprehensive documents, the "2024 Annual Report", "2024 Annual Report Summary", "2024 Annual Report Summary" and "2024 Annual Report" will be prepared and disclosed on time. Annual Results Announcement for the Year Ended December 31, 2024" "2024 Internal Control Evaluation Report"

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"2025 First Quarter Report" "2025 Semi-Annual Report" "2025 Semi-Annual Report Summary" "2025 Semi-Annual Report" Interim Results Announcement for the Six-month Period Ending June 30, 2025" "2025 Third Quarter Report"

etc., accurately disclose the financial data and important matters during the corresponding reporting period, and fully reveal the company’s economic performance to investors.

Camp situation. I have focused on and supervised the financial reports disclosed by the company and believe that

The company's financial reports are true, complete and accurate, and comply with the requirements of China's accounting standards. There are no false records,

Misleading statements or material omissions. The relevant reports disclosed by the company comply with relevant laws, regulations and company systems. The decision-making process is legal and compliant.

(5) Appointment and dismissal of accounting firms that undertake the company’s audit business

The company held the ninth meeting of the eighth board of directors on March 27, 2025 and June 26, 2025. The 2024 Annual General Meeting of Shareholders was held to review and approve the "Renewal of Appointment of Domestic and Foreign Accountants for 2025"

"Proposal of the Firm", agreeing to re-appoint PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP (Special General Partnership) as the company's

The company's 2025 domestic and overseas financial report audit institutions and domestic internal control audit institutions.

(6) Appointment or dismissal of financial directors of listed companies

During the reporting period, the company did not appoint or dismiss a financial director.

(7) Changes in accounting policies, accounting estimates or major meetings due to reasons other than changes in accounting standards Calculation error correction

During the reporting period, the company did not make accounting policies or accounting estimates due to reasons other than changes in accounting standards.

Changes or correction of major accounting errors.

(8) Nominate or appoint or remove directors, hire or dismiss senior managers

The company held the third meeting of the 2025 Third Workers’ Congress on November 26, 2025, to elect

Ms. Qu Yanan serves as the employee director of the company’s eighth board of directors. The Nomination Committee of the Company’s Board of Directors

The lady’s qualifications were reviewed and it was deemed that the above-mentioned employee directors complied with the Company Law and other laws and regulations.

Standard documents and the provisions regarding director qualifications in the Articles of Association. After this election is completed, the company The number of board members increased from 7 to 8. The directors of the company’s eighth board of directors also serve as senior managers of the company.

and the number of directors held by employees does not exceed one-half of the total number of directors of the company, in compliance with relevant laws and regulations

and the provisions of the Articles of Association.

During the reporting period, the company did not appoint or dismiss senior managers.

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(9) Remuneration of directors and senior managers, formulating or changing equity incentive plans, employee stock ownership plan, the incentive objects are granted rights and the conditions for exercising the rights are met, and the directors and senior managers of the proposed spin-off are

Subsidiaries arrange shareholding plans

The company held the first meeting of the 8th Board of Directors Remuneration Committee in 2025 on March 27, 2025.

The ninth meeting of the eighth board of directors reviewed the "Remuneration Implementation of Directors and Supervisors in 2024 and

Proposal on the 2025 Remuneration Plan" "About the Implementation of Senior Management Remuneration in 2024 and 2025 Annual Compensation Plan Proposal”. I think this plan combines the actual situation of the company’s region, industry and size.

actual situation, and with reference to industry salary levels, in compliance with the Company Law, the Code of Governance of Listed Companies, and the Shanghai Stock Exchange

The relevant provisions of the Stock Exchange's Science and Technology Innovation Board Stock Listing Rules and the Articles of Association shall not harm the company and its

shareholder interests.

During the reporting period, the company did not formulate or change equity incentive plans or employee stock ownership plans. As in the case where the conditions for granting rights and exercising rights are met, there are no directors or senior managers planning to spin off the company.

The situation in which the affiliated subsidiaries arrange stock ownership plans.

  1. Overall evaluation and suggestions During the reporting period, as an independent director of the company, I strictly followed the Company Law, Securities Law, and

"Rules Governing the Listing of Securities on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and "Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited"

and the "Articles of Association" and other relevant provisions, based on the principles of objectivity, impartiality and independence, earnestly perform duties and participate in

make decisions on major matters related to the company, perform their duties prudently, faithfully and diligently, and give full play to the role of independent directors

It safeguards the overall interests of the company and shareholders, especially the legitimate rights and interests of small and medium-sized shareholders. In 2026, I will further strengthen communication with the company’s minority shareholders, board of directors and management

and communicate, actively carry out work, and use professional knowledge and experience to provide scientific and reasonable decision-making suggestions for the company,

Further promote the company's optimized governance, standardized operations and stable operations, and continue to be conscientious, cautious, loyal and

Diligently perform the duties of independent directors, give full play to the role of independent directors, and protect all shareholders, especially small and medium-sized stocks.

Dong’s legitimate rights and interests.

Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.

Independent Director: Xu Peilong

March 30, 2026

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