ST Jingfeng: 2025 Independent Director Work Report (Xu Yimin)
CSPC Hunan Jingfeng Pharmaceutical Co., Ltd.
2025 Independent Directors’ Work Report
(Reporter: Xu Yimin)
Dear shareholders and shareholder representatives:
As an independent director of CSPC Hunan Jingfeng Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), I, in accordance with the "Company Law", "Measures for the Administration of Independent Directors of Listed Companies" and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1" No. - Standardized Operation of Main Board Listed Companies and other laws and regulations and the requirements of the Articles of Association. In a diligent and conscientious manner, he performed his duties as an independent director prudently, conscientiously, responsibly and faithfully. During the performance of his duties, he attended all meetings held and used his professional knowledge to provide opinions and suggestions on the company's scientific decision-making and standardized operations. He actively played the role of an independent director and effectively safeguarded the interests of the company and shareholders, especially the majority of small and medium-sized shareholders. I now report on my performance of my duties as an independent director in 2025 as follows:
1. Basic situation
I am Xu Yimin, born in 1974, a member of the Kuomintang Revolutionary Party, with a doctoral degree. I am currently the deputy director of the Development Strategy and Planning Research Office of Hebei University of Economics and Business, an associate professor of the School of Accounting, a master's tutor, and an independent director of the company.
As an independent director of the company, I have the necessary professional abilities and work experience to perform the duties of an independent director, have the independence required by laws and regulations, and maintain objective and independent professional judgment in the performance of my duties. There are no circumstances that affect my independence.
2. Annual performance overview of independent directors
(1) Attendance at the board of directors and shareholders’ meetings
I personally attended all board meetings held during the performance of my duties. Except for abstaining from voting on the proposal "2025 Director Remuneration Plan", I voted in favor of all other proposals reviewed by the board of directors. Before convening the board of directors, take the initiative to understand and obtain the information needed to make decisions, understand the company's production and operation conditions, review relevant information, and communicate with relevant personnel. At the meeting, they listened carefully and reviewed every issue, actively participated in discussions and put forward reasonable suggestions, which played a positive role in making scientific decisions for the company's board of directors.
Attendance at shareholder meetings and board of directors meetings
Whether two consecutive communication parameters
Attend on-site. Send out by communication. Out by delegation. Absent director. Attend on-site.
Shareholders who were required to attend board meetings but did not attend in person
Second Chairman of the Board of Directors Second Chairman Chairman of the Board of Directors Number of shareholders’ meetings
Number of board meetings plus number of board meetings number of meetings number of meetings number of meetings number
discuss
8 0 8 0 0 No 0 4
(2) Participation in meetings of special committees of the board of directors
According to the regulatory regulations applicable to the company, the company's board of directors has four special committees: Strategy Committee, Audit Committee, Remuneration and Assessment Committee, and Nomination Committee. I serve as the chairman of the Nomination Committee and a member of the Audit Committee.
- Nomination Committee
During the reporting period, as the chairman of the Nomination Committee, I chaired 2 Nomination Committee meetings and reviewed the qualifications of the company’s non-independent director candidates and senior managers. I have fully reviewed the nominee's resume, educational background, work performance, etc., and made independent and objective judgments with caution to ensure the smooth development of the company's business decisions.
- Audit Committee
During the reporting period, I attended 7 Audit Committee meetings, during which I did not entrust others to attend or was absent. In accordance with the relevant provisions of the "Articles of Association" and the company's "Implementation Rules of the Audit Committee of the Board of Directors", the company carefully reviewed the company's 2024 audit communication, the accounting firm's 2024 audit work summary, the 2024 financial final report, the 2025 periodic report, the renewal of the accounting firm and other matters, and used the industry's professional advantages and practical experience to make independent and objective judgments with a cautious attitude, giving full play to the professional functions and supervisory role of the audit committee.
(3) Special meeting of independent directors
During my performance of duties, I participated in a total of 4 special meetings of the company’s independent directors, and reviewed proposals on matters related to related transactions and elimination of non-standard opinions. The details are as follows:
On April 6, 2025, the company's independent directors held the first special meeting of independent directors in 2025 of the eighth session of the board of directors, and reviewed and approved the "Proposal on Related Transactions on the Subsidiary's Capital Increase and the Company's Waiver of Rights" and "The Proposal on the Estimation of Daily Related Transactions in 2025."
On April 26, 2025, the company's independent directors held the second special meeting of independent directors of the eighth session of the Board of Directors in 2025, and reviewed and approved the "Special Statement of the Board of Directors on the Elimination of the Impact of Matters Concerned with the Qualified Opinion in the 2023 Audit Report" and the "Special Statement of the Board of Directors on Matters Concerned with the Non-standard Audit Opinion in the 2024 Audit Report".
On September 28, 2025, the company's independent directors held the third special meeting of independent directors in 2025 of the eighth board of directors, and reviewed and approved the "Proposal on the Purchase of Assets from Related Parties and Related Transactions" and the "Proposal on the Estimation of Daily Related Transactions with Dalian Golden Port".
On December 8, 2025, the company's independent directors held the fourth special independent director meeting of the eighth board of directors in 2025, and reviewed and approved the "Proposal on the Estimation of Daily Related Transactions in 2026".
(4) Communication with audit institutions
Based on the actual situation of the company, I actively communicated with the annual audit accounting firm on the 2024 audit work, participated in the company's 2024 pre-audit communication meeting, mid-audit communication meeting and audit summary meeting, fully communicated the annual report audit plan and content, audit opinions and financial report information, etc., and continued to follow up on the company's audit progress, urged the accountants to complete the annual audit work on time and with high quality, actively performed their duties as a member of the audit committee, and safeguarded the interests of the company and all shareholders.
(5) On-site work at listed companies
During the performance of my duties in 2025, I will work on-site in the company for 20 days. I actively participate in various meetings such as the board of directors and shareholders' meeting, and keep in touch with the company's chairman, directors, board secretary, financial director and other relevant staff through phone calls and emails from time to time to understand the company's daily production and operation. I also always pay attention to the impact of external environment and market changes on the company, and keep abreast of the company's operating status. Pay attention to relevant reports about the company in the media and the Internet, keep informed of the progress of the company's major events, and understand the company's operating dynamics.
(6) Communication with small and medium-sized shareholders
During the reporting period, I listened to the opinions and suggestions of small and medium-sized shareholders by attending the company's shareholders' meetings. In the course of my daily work, I continue to learn and improve relevant professional knowledge. In line with the consistent working principles of integrity and diligence, I conscientiously perform my duties and have an in-depth understanding of the company's production, operation, management and other systems and the improvement and implementation of financial management, business development and other related matters. I safeguard the overall interests of the company, paying special attention to the legitimate rights and interests of small and medium-sized shareholders from being harmed. I fully perform the duties of an independent director, promote the scientificity and objectivity of the board of directors' decision-making, and effectively safeguard the interests of the company and shareholders, especially small and medium-sized shareholders.
(7) Listed companies’ cooperation with independent directors
In 2025, I will maintain close contact with other directors, senior executives and relevant staff of the company to keep abreast of the company's production and operation dynamics. Before convening the board of directors, special committees of the board of directors, special meetings of independent directors and shareholders' meetings, the company carefully prepared meeting materials and delivered them in a timely manner, ensuring my right to know and providing necessary conditions and support for me to perform my duties.
(8) Other work conditions
In 2025, I did not propose to convene a board of directors; I did not independently hire an external audit firm or consulting firm; I did not propose to hire or dismiss an accounting firm; I did not propose to the board of directors to convene an extraordinary shareholders' meeting as an independent director; I did not publicly solicit shareholder rights from shareholders as an independent director.
3. Matters of focus in annual performance of duties
(1) Financial information and internal control evaluation reports in periodic reports
During the performance of its duties in 2025, the company strictly complied with the provisions of the "Company Law", "Securities Law", "Measures for the Administration of Information Disclosure of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules" and other relevant laws and regulations, and prepared and disclosed the "2024 Annual Report", "2024 Internal Control Evaluation Report", "2025 First Quarter Report", "2025 Semi-annual Report", "2025 "Third Quarter Report of the Year", as an independent director, I focused on information disclosure matters such as financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports. I believe that the financial information in the company's financial accounting reports and periodic reports is true, accurate and complete, ensuring that investors have a timely and comprehensive understanding of the company's major events and the company's financial status and operating results.
The above report was reviewed and approved by the audit committee, board of directors and supervisory committee of the company's board of directors. The company's directors, supervisors and senior managers all signed written confirmation opinions on the company's regular reports. The company's review and disclosure procedures for periodic reports are legal and compliant, and the contents of the company's periodic reports are true, accurate and complete.
(2) Improvement of company system
During the reporting period, in accordance with the provisions of the Company Law, the Securities Law, the Guidelines on the Articles of Association of Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies, and other laws, regulations and normative documents, and based on the actual situation of the company, the company revised and improved some provisions of the Articles of Association and its appendix "Rules of Procedure for the Shareholders' Meeting" (the revised name was changed to "Rules of Procedure for the Shareholders' Meeting") and "Rules of Procedure for the Board of Directors". In order to fully implement the latest legal and regulatory requirements, ensure synchronization of corporate governance and regulatory provisions, further standardize the company's operating mechanism, and improve corporate governance levels, the company has revised and improved some of the company's governance systems in accordance with the provisions of relevant laws, regulations, and normative documents and combined with the company's actual situation, and has formulated and abolished some systems.
(3) Related transactions
I strictly followed the "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies" and other relevant laws and regulations as well as the requirements of the "Articles of Association" to make judgments on the necessity and objectivity of the company's related transactions during the reporting period, whether the pricing was fair and reasonable, and whether it harmed the interests of the company and shareholders, etc., and conducted an audit in accordance with relevant procedures. In 2025, I participated in several special meetings of independent directors to review related-party transactions, and conducted strict reviews of relevant transactions to ensure that the transaction prices were fair, the procedures were compliant, and the interests of the company and small and medium-sized shareholders were not harmed.
(4) Re-appointment of annual audit accounting firm
In 2025, I carefully reviewed the "Proposal on Re-appointment of the Accounting Firm" and related materials. I believe that the company's decision-making process for re-appointment of the accounting firm complies with the relevant provisions of laws, regulations and normative documents, and does not harm the interests of the company and all shareholders.
Daxin Accounting Firm (Special General Partnership) complies with the relevant provisions of the Securities Law, has the experience and ability to provide audit services to the company, and can meet the company's 2025 annual financial report and internal control audit requirements. It was agreed that the company would renew its appointment of Daxin Accounting Firm (Special General Partnership) as the audit institution for 2025, and submit it to the company's second extraordinary general meeting of shareholders in 2025 for review and approval.
(5) Annual remuneration of directors and senior management personnel
In 2025, I have a detailed understanding of the "2025 Directors' Remuneration Plan", "2025 Senior Management Remuneration Plan" and related information, and believe that the company's 2025 directors and senior management remuneration plan is in line with the company's actual conditions, the procedures are compliant, and it does not harm the interests of the company and shareholders.
(6) Occupation of funds by related parties
During the reporting period, the company's controlling shareholder and other related parties did not occupy the company's funds for non-operational purposes, nor did the controlling shareholder or other related parties illegally occupy the company's funds that occurred in previous periods but continued into the reporting period.
(7) Appointment of company president
On May 28, 2025, the company held the first meeting of 2025 of the Nomination Committee of the eighth board of directors and the 39th meeting of the eighth board of directors, at which the "Proposal on Nominating the President of the Company" and "Proposal on Appointing the President of the Company" were reviewed and approved respectively. As the chairman of the Nomination Committee, I have carefully reviewed the occupation, education, professional title, work experience, employment status and other relevant information of the candidate for president, Mr. Liu Shulin. I believe that Mr. Liu Shulin has the qualifications and ability to hold the corresponding position, and there is no situation that prohibits him from serving as a senior manager of the company as stipulated in the Company Law and the Articles of Association. The company's review procedures comply with relevant provisions of relevant laws and regulations.
(8) Nomination of director candidates
On May 16, 2025, the company received the "Notification Letter on Proposing a Provisional Proposal for the 2024 Annual General Meeting of Shareholders of Hunan Jingfeng Pharmaceutical Co., Ltd." issued by the shareholder Pingjiang County State-owned Assets Affairs Center (hereinafter referred to as "Pingjiang State-owned Assets"). Pingjiang State-owned Assets proposed that the company's board of directors submit the "Proposal on Electing Liu Shulin as a Non-Independent Director Candidate for the Eighth Board of Directors of Jingfeng Pharmaceutical" to the company's 2024 annual shareholders' meeting for consideration. On May 28, 2025, the company held the 2024 Annual General Meeting of Shareholders to review and approve the "Proposal on the Election of Liu Shulin as a Non-Independent Director Candidate for the Eighth Board of Directors of Jingfeng Pharmaceuticals", and Mr. Liu Shulin was elected as a non-independent director of the company's eighth Board of Directors.
On October 25 and 27, 2025, the company held the second meeting of the Nomination Committee of the Eighth Board of Directors in 2025 and the 43rd meeting of the Eighth Board of Directors respectively, and reviewed and approved the "Proposal on Nominating Non-Independent Director Candidates for the Eighth Board of Directors of the Company". After the nomination committee of the Company's Board of Directors conducted a qualification review, the Company's Board of Directors nominated Mr. Lian Qizhi as a non-independent director candidate for the Company's Eighth Board of Directors. On November 19, 2025, the company held the second extraordinary general meeting of shareholders in 2025 to review and approve the "Proposal on the By-election of Non-Independent Director Candidates for the Company's Eighth Board of Directors", and by-elected Mr. Lian Qizhi as a non-independent director of the Company's Eighth Board of Directors.
The nomination and voting procedures of the company's directors comply with the relevant laws and regulations and the "Articles of Association". The qualifications of relevant personnel comply with the provisions of the "Company Law" and other relevant laws and regulations and the "Articles of Association" on the qualifications of directors. No circumstances have been found that prohibit serving as directors of the company. The company's review procedures comply with relevant provisions of relevant laws and regulations.
4. Overall evaluation and suggestions
In 2025, I have always adhered to the principles of prudence, diligence and loyalty, performed my duties as an independent director in accordance with the requirements of relevant laws and regulations, obtained materials and information in advance and fully understood all proposals submitted to the board of directors, inquired and communicated on matters to be considered, fully communicated with other directors, supervisors and senior managers, actively used professional knowledge to promote scientific decision-making by the company's board of directors, and effectively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
In 2026, I will continue to strictly abide by the requirements of laws and regulations for independent directors, and with an attitude of responsibility to the company and all shareholders, carefully study laws, regulations and relevant provisions, enhance risk awareness, provide better opinions and suggestions for the company's scientific decision-making and risk prevention, effectively safeguard the legitimate rights and interests of the company and the majority of investors, and provide substantial assistance and support for the company's sustainable and steady development.
hereby report
Independent Director: Xu Yimin
April 27, 2026