/Annual report work system for independent directors of Jinhua Enterprise (Group) Co., Ltd. (revised in August 2025)
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Annual report work system for independent directors of Jinhua Enterprise (Group) Co., Ltd. (revised in August 2025)

Shanghai Stock Exchange
2025/08/22

Jinhua Enterprise (Group) Co., Ltd.

Independent directors annual report work system

(Deliberated and approved at the first meeting of the fifth board of directors on May 15, 2008)

(Deliberated and adopted at the sixth meeting of the 10th Board of Directors on December 5, 2023)

(Deliberated and adopted at the 22nd meeting of the 10th Board of Directors on August 20, 2025)

Article 1 In order to further improve the quality of information disclosure of Jinhua Enterprise (Group) Co., Ltd. (hereinafter referred to as the "Company"), strengthen the preparation and disclosure of the company's annual report, and give full play to the role of independent directors, in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Independent Director Management of Listed Companies" This system is formulated based on laws, regulations and normative documents such as the Administrative Measures, the Stock Listing Rules of the Shanghai Stock Exchange, the Shanghai Stock Exchange Self-Discipline Supervisors Guidelines for Listed Companies No. 1 - Standardized Operations, as well as the Articles of Association, the Working System of Independent Directors of the Company and other relevant provisions, taking into account the actual situation of the company.

Article 2 During the preparation, review and disclosure process of the company's annual report, independent directors shall effectively perform the responsibilities and obligations of independent directors and perform their duties diligently in accordance with relevant regulations and the Articles of Association.

Article 3 The company's operating management shall, after the end of the annual operation, comprehensively report to all independent directors the company's production and operation status, standardized operations and financial situation for the year, as well as the progress of major matters such as investment and financing activities. At the same time, independent directors will be arranged to conduct on-site inspections. The above matters should be recorded in writing, and necessary documents should be signed by the parties involved.

Article 4 The person in charge of finance shall submit the audit work arrangements for this year and other relevant information in writing to the independent directors before the CPA who provides the company’s annual report audit (hereinafter referred to as the “annual audit CPA”) comes in for the audit. Independent directors should actively perform their duties as independent directors through various forms such as meetings and on-site inspections according to work arrangements.

Article 5 After the annual audit CPA issues a preliminary audit opinion and before convening a board meeting to review the annual report, the company shall arrange at least one meeting and communication between the independent directors and the annual audit CPA to understand the progress of the audit process and communicate the problems discovered during the audit. The meeting shall be recorded in writing and the parties concerned shall sign it.

Article 6 Before the board of directors considers the annual report, independent directors shall pay attention to the decision-making procedures for matters considered by the board of directors in the annual report, including the procedures for convening board meetings, proposal procedures for related matters, decision-making authority, voting procedures, avoidance matters, completeness and submission time of proposal materials, and make prudent and comprehensive judgments and decisions on matters that need to be submitted to the board of directors for review. If they find that there is any inconsistency with the relevant regulations for convening a board of directors meeting or insufficient basis for judgment, they shall put forward opinions on supplementation, rectification, and postponement of the meeting.

Article 7 If independent directors have objections to specific matters in the company's annual report, they may independently hire external audit institutions and consulting agencies to audit and consult on specific matters in the company's annual report with the consent of more than half of all independent directors. The relevant expenses incurred shall be borne by the company.

Article 8 If a company encounters a major risk event and the stock exchange issues a risk warning letter to the company’s independent directors for the annual report, the independent directors shall pay close attention to it.

Article 9 When independent directors discover that the company or its directors or senior managers are suspected of violating laws and regulations, they should urge the relevant parties to immediately correct or stop the behavior, and report to the board of directors, stock exchanges and other relevant regulatory agencies in a timely manner.

Article 10 Independent directors shall sign a written confirmation of the annual report. If independent directors cannot guarantee the authenticity, accuracy, and completeness of the contents of the annual report or have objections, they shall state their reasons and express their opinions, and disclose them.

Article 11 During the preparation of the company's annual report, all independent directors shall consciously fulfill their confidentiality obligations and pay close attention to the confidentiality of information during the preparation of the company's annual report. Before the annual report is released, independent directors shall not leak the contents of the annual report to the outside world in any form, and shall strictly prevent the occurrence of illegal activities such as the leakage of inside information and insider trading.

Article 12 The secretary to the company's board of directors is responsible for coordinating the communication between independent directors and the company's management, and actively creating necessary conditions for independent directors to perform their duties during the preparation of the annual report.

Article 13 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the relevant provisions of the Articles of Association. If this system conflicts with laws, administrative regulations, normative documents and the Articles of Association, the provisions of laws, administrative regulations, normative documents and the Articles of Association shall prevail.

Article 14 This system shall take effect and be implemented from the date of review and approval by the board of directors, and the same shall apply when it is modified.

Article 15 This system shall be formulated and interpreted by the board of directors, and shall be revised in a timely manner in accordance with laws, regulations and rules promulgated by relevant national departments or agencies in the future.