Hualan Bio: 2025 Annual Work Report of Independent Directors (Liu Wanli)
Hualan Bioengineering Co., Ltd.
Independent Directors’ 2025 Annual Work Report
(Liu Wanli)
Dear shareholders and shareholder representatives:
As an independent director of Hualan Bioengineering Co., Ltd. (hereinafter referred to as the "Company"), I strictly abide by the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Independent Directors of Listed Companies and other laws and regulations, as well as the requirements of the Articles of Association. Based on the principles of objectivity, fairness and independence, I diligently perform my duties, faithfully perform my duties, actively attend relevant meetings, carefully review various proposals of the board of directors, give full play to the role of independent directors and various professional committees, and effectively safeguard the legitimate rights and interests of the company and all shareholders. The performance of duties in 2025 is now reported as follows:
1. Basic information of independent directors
(1) Work history, professional background and part-time job status
Liu Wanli, female, Han nationality, born in 1981, is a certified public accountant, a leading accounting talent in Henan Province and a high-level talent in Henan Province. He graduated from Xiamen University with a doctorate in accounting in June 2011. He is currently a professor, master's tutor and full-time teacher at Henan University. From April 2020 to present, he serves as an independent director of the company.
(2) There are no circumstances that affect independence
I do not hold any other position in the company except as a director, and I have no direct or indirect interest relationship with the company and its major shareholders, or other relationships that may affect my independent and objective judgment; I perform my duties independently and am not affected by the company, its major shareholders and other units or individuals.
In 2025, I conducted a self-examination on my independence and confirmed that I have met the independence requirements for serving as an independent director of the company in various applicable regulatory regulations.
2. Overview of duty performance in 2025
(1) Attendance at board of directors and shareholders’ meetings
In 2025, the company held a total of 6 board meetings and 4 shareholders' meetings, and I actively participated in all meetings. The convening and convening procedures of the company's board of directors and shareholders' meeting are in compliance with laws, regulations and the company's articles of association, and necessary approval procedures have been implemented for major operating decisions and other important matters. After carefully reviewing and actively discussing various proposals of the board of directors and other matters of the company during the reporting period, I voted in favor of them all. Specific attendance at the board of directors and shareholders' meetings are as follows:
Number of board meetings attended
Number of times to attend the board of directors Number of times to attend the shareholders' meeting In person Attend by proxy Absent
6 6 0 0 4
During the reporting period, there was no proposal to convene a board of directors, no proposal to convene an extraordinary shareholders' meeting, or the hiring of external audit agencies and consulting agencies.
(2) Participation in special committees of the board of directors and special meetings of independent directors
- In 2025, my performance of duties on each special committee of the board of directors is as follows:
(1) As the convener of the Audit Committee of the 8th and 9th Board of Directors of the company, I diligently and responsibly perform the professional functions and supervisory role of the Audit Committee in strict accordance with the "Working Rules of the Audit Committee of the Board of Directors" and other relevant regulations. In 2025, the company's audit committee held a total of 4 meetings to review the company's regular reports, internal controls, employment of the financial director and other matters. In addition, I actively and detailedly understood the company's financial status and operating conditions, guided the company to further clarify the relevant functions of the audit committee after the elimination of the board of supervisors, and implemented effective guidance and supervision on the company's financial status and operating conditions.
(2) As a member of the Nomination Committee of the eighth session of the Board of Directors of the company, I strictly performed my duties as a member of the Nomination Committee. During the reporting period, I conducted a comprehensive and prudent review of the qualifications, professionalism, professional ability and matching of duties of the proposed candidates for the company's Board of Directors and senior management personnel to ensure that the proposed candidates complied with relevant laws, regulations, normative documents and the requirements of the Articles of Association, ensuring the company's stable operation and management foundation, and effectively safeguarding the rights and interests of small and medium-sized shareholders.
(3) As a member of the Remuneration and Appraisal Committee of the eighth and ninth sessions of the Board of Directors, I strictly follow the "Working Rules of the Remuneration and Appraisal Committee of the Board of Directors" and other relevant regulations to carefully review the performance of duties by the company's directors and senior managers and matters related to equity incentives. In 2025, the company's Remuneration and Appraisal Committee held a total of 2 meetings and reviewed proposals related to the company's restricted stock repurchase and the remuneration of directors and senior managers.
- Work status of special meetings of independent directors
In 2025, the company held a total of 4 special meetings of independent directors. Together with other independent directors, I reviewed important matters such as the company's profit distribution, entrusted financial management and related transactions. The relevant matters did not harm the interests of the company and shareholders. I expressed my agreement with each proposal.
(3) Communication with internal audit institutions and accounting firms
During the reporting period, I actively communicated with the company's internal audit institution and accounting firm, and supervised and inspected the audit work of the company's internal audit institution based on the actual situation of the company; communicated with the accounting firm on the company's audit work arrangements and key tasks, actively promoted the company's internal audit institution and accounting firm to play a role in the company's audit work, and maintained the objectivity and fairness of the audit results.
(4) About on-site work
As an independent director of the company, I strictly follow the relevant requirements of the "Administrative Measures for Independent Directors of Listed Companies" and conduct on-site work based on the actual situation of the company and my own performance needs. In 2025, the cumulative on-site work time will reach 15 days. During the on-site investigation, I focused on understanding and paying attention to the company's production and operation, financial management, improvement and implementation of internal controls, and implementation of board resolutions. I have maintained close contact with the company's directors and senior managers, listened to the company's board secretary's report on the company's cancellation of the board of supervisors, system revision and other major matters, timely informed the company's major decisions and progress, actively made suggestions on the company's operation and management, promoted the scientificity and rationality of the board's decision-making, and effectively safeguarded the interests of the company and shareholders. In addition, I always pay attention to the impact of changes in the company's external operating environment and market conditions on the company, pay attention to relevant media and Internet reports on the company, and effectively perform the duties of an independent director. During my on-site work, the listed company actively coordinated and cooperated and provided strong support to my on-site work.
(5) Work done to protect investors’ rights and interests
During the reporting period, I strictly followed the "Shenzhen Stock Exchange Stock Listing Rules" and the "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies" and other relevant laws and regulations, urging listed companies to fulfill their information disclosure obligations in a true, accurate, complete, timely and fair manner, extensively listening to the opinions and suggestions of small and medium-sized shareholders, and effectively safeguarding the legitimate rights and interests of small and medium-sized investors.
- Perform duties independently and exercise voting rights prudently
For each proposal that needs to be reviewed by the board of directors, I carefully review the proposal materials provided. On this basis, I use my professional knowledge to make independent and objective judgments, exercise my voting rights prudently, and when expressing independent opinions, I will not be affected by the company and major shareholders, and effectively safeguard the legitimate rights and interests of small and medium-sized shareholders. 2. Strengthen the study of systems and regulations to improve the ability to perform duties
I actively pay attention to the update of the capital market system and carefully study the laws and regulations related to the performance of independent directors' duties, especially the laws and regulations that regulate corporate corporate governance and protect the rights and interests of public shareholders. I also actively participate in training organized by securities regulatory agencies to continuously improve my ability to perform my duties and provide better suggestions for the company's scientific decision-making and risk prevention.
(6) The company’s cooperation with independent directors
In the process of fulfilling my responsibilities as an independent director, I have received active support from the company. I have learned the company's important operating information in a timely manner and fully protected my right to know. The company's management and relevant business personnel attach great importance to communication with me, report the company's production and operation status and the progress of major events in a timely manner, solicit and listen to my opinions and suggestions, and be able to actively cooperate and coordinate without concealing, refusing, or interfering with my independent exercise of powers, so as to facilitate and provide strong support for my independent director-related work.
3. Status of key matters for performance of duties in 2025
(1) Related transactions
The company held the first special meeting of independent directors of the ninth board of directors and the first meeting of the ninth board of directors on July 8, 2025, and reviewed and approved the "Proposal on the Capital Increase and Related Transactions of the Joint Stock Company Hualan Genetic Engineering Co., Ltd." I believe that the capital increase by the company and its related person, Mr. Ankang, in the gene company can increase the liquidity of the gene company and solve its lack of funds, which is in the interest of all shareholders. The review process of the proposal complied with the provisions of the Articles of Association and relevant laws and regulations. The associated directors avoided the voting. No violation of the principle of integrity was found by the board of directors and the associated directors. The review and voting procedures were compliant and legal, and did not harm the interests of the company and all shareholders (especially small and medium-sized shareholders). The company agreed to increase capital and related transactions to the gene company, and agreed to submit the relevant proposals to the company's board of directors for review.
The company held the third special meeting of independent directors and the third meeting of the ninth board of directors on October 29, 2025, and reviewed and approved the "Proposal on Authorizing Related Parties to Use the Company's Registered Trademarks and Related Transactions". I have a comprehensive understanding and prior review of the relevant matters involved in this related transaction. The related transaction that the company plans to authorize the gene company to use the registered trademark is based on the needs of the daily operating activities of the joint-stock company and is in the interests of the company and all shareholders. There is no harm to the interests of the company and small and medium-sized shareholders. Agree to submit this related transaction to the company's board of directors for review.
(2) Regular reporting related matters
During the reporting period, the company strictly complied with the requirements of laws and regulations such as the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Shenzhen Stock Exchange Main Board Stock Listing Rules" and other legal and regulatory requirements, and prepared and disclosed the "2024 Annual Report", "2025 First Quarter Report", "2025 Semi-Annual Report", "2025 Third Quarter Report" and "2024 "Annual Internal Control Evaluation Report", I have reviewed the financial information and internal control evaluation report in the company's financial accounting report and periodic reports, and believe that the financial information and internal control evaluation report review and voting procedures in the company's financial accounting reports and periodic reports are legal and compliant. The disclosed financial data and report content are true, complete and accurate, comply with the requirements of the Accounting Standards for Business Enterprises, there are no major false records, misleading statements or major omissions, and the company's operating conditions are fully disclosed to investors. The company's deliberation and voting procedures are legal and effective, and there is no harm to the interests of the company and all shareholders, especially small and medium shareholders.
(3) Re-appointment of accounting firm
The company held the 15th meeting of the eighth board of directors on March 28, 2025, and the 2024 annual shareholders' meeting on April 25, 2025, at which the "Proposal on Re-appointment of the Company's Audit Institution for 2025" was reviewed and approved.
When Dahua Accounting Firm (Special General Partnership) served as the company's auditor for 2024, it worked diligently, followed independent, objective, and impartial auditing standards, issued audit opinions fairly and reasonably, had sufficient independence, professional competence, and investor protection capabilities, and had good integrity. Therefore, I agree to re-appoint Dahua Accounting Firm (Special General Partnership) as the company's auditor for 2025.
(4) Nominate or appoint or remove directors, hire or dismiss senior managers
During the reporting period, the company's board of directors completed the general election of the board of directors in accordance with relevant legal procedures. The qualifications of the independent directors and non-independent directors elected by the company complied with the requirements of relevant laws, regulations, normative documents and the "Articles of Association". The election review and voting procedures of directors were legal and compliant, and there was no harm to the interests of the company and all shareholders. The senior managers selected during the reporting period had the management capabilities and professional experience required to perform their duties. The nomination and voting procedures complied with the provisions of the "Company Law of the People's Republic of China" and other relevant laws and regulations and the "Articles of Association". None of the above-mentioned personnel are prohibited from holding office as stipulated in the Company Law of the People's Republic of China, nor have they been determined to be prohibited from entering the market by the China Securities Regulatory Commission and the prohibition has not yet been lifted.
(5) Remuneration of directors and senior managers and matters related to the company’s equity incentive plan
The company held the second meeting of 2025 of the Remuneration and Assessment Committee of the eighth board of directors and the seventeenth meeting of the eighth board of directors on June 20, 2025. The meeting reviewed the "Proposal on the Establishment of the "Remuneration and Allowance Management System for Directors and Senior Management Personnel" and the "Proposal on the Compensation Plan for the Company's Senior Executives in 2025". The "Proposal on the Establishment of the "Remuneration and Allowance Management System for Directors and Senior Management Personnel", because all directors need to abstain from voting, needs to be submitted to the company's first extraordinary shareholders' meeting in 2025 for review. The company held the first extraordinary shareholders' meeting of 2025 on July 8, 2025, and reviewed and approved the "Proposal on Developing the "Remuneration and Allowance Management System for Directors and Senior Management Personnel".
On March 28, 2025, the 15th meeting of the company's eighth board of directors reviewed and approved the "Proposal on the Repurchase and Cancellation of Part of the Restricted Stocks in the 2023 Restricted Stock Incentive Plan and the Adjustment of the Repurchase Price." I have carefully reviewed the relevant materials. This repurchase and cancellation of some restricted stocks is The company's specific handling of restricted stocks that no longer meet the conditions according to the "Company's 2023 Restricted Stock Incentive Plan (Draft)", the approval decision-making process, the reasons for repurchase, the repurchase price and the pricing basis are legal and compliant, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.
4. Overall evaluation and suggestions
In 2025, I strictly followed the provisions and requirements of various laws and regulations, adhered to the principles of objectivity, impartiality and independence, worked diligently and conscientiously, carefully reviewed various proposals of the board of directors, actively participated in the decision-making of major matters of the company, and was able to exercise my voting rights independently, objectively and prudently, fully exerted my role as an independent director, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders.
In 2026, I will, as always, be responsible for the company and shareholders, conscientiously perform the duties of an independent director, give full play to the role of an independent director, promote the company's compliance operations and healthy development, and effectively safeguard the legitimate rights and interests of all investors, especially small and medium-sized shareholders.
Independent Director: Liu Wanli
Email: [email protected]
March 28, 2026