Hengrui Pharmaceutical’s 2025 independent directors’ performance report (Sun Jinyun)
Jiangsu Hengrui Pharmaceutical Co., Ltd.
2025 Independent Directors’ Work Report
In 2025, as an independent director of Jiangsu Hengrui Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), I strictly followed the provisions and requirements of the "Company Law", "Securities Law", "Administrative Measures for Independent Directors of Listed Companies", "Articles of Association" and "Independent Director Annual Report Work System", etc., conscientiously performed my duties at work, actively attended relevant meetings, carefully reviewed various proposals of the board of directors, and actively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders. I would like to report my performance of duties in 2025 as follows:
1. Basic information of independent directors
(1) Personal work resume, professional background and part-time job status
I am Sun Jinyun, born in 1972, with a doctoral degree and an associate professor. In June 2011, he received a doctorate in business management from Fudan University. Currently, he is an associate professor in the Department of Business Management, School of Management, Fudan University, and concurrently serves as an independent director of Guangdong Xiaosong Technology Co., Ltd. and Zhejiang Meili Technology Co., Ltd. He will serve as an independent director of the company from February 2023.
(2) Description of independence
I do not hold any position in the company other than as an independent director, nor do I hold any position in the company's major shareholder company. I have no interest relationship with the company or major shareholders or other relationships that may hinder their independent and objective judgment. There is no situation that affects the independence of independent directors. I comply with the relevant requirements for the independence of independent directors in the "Administrative Measures for Independent Directors of Listed Companies" and "Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operations".
2. Annual performance overview of independent directors
(1) Attendance at the board of directors and shareholders’ meetings and performance of duties
During the term of office in 2025, the company held a total of 10 board meetings and 3 shareholders' meetings. I attended the shareholders' meetings and board of directors meetings in person on time. The specific attendance at the board of directors and shareholders' meetings is as follows:
Is it continuous?
Should participate this year
Attended in person Attended by proxy Twice not in person Name of shareholder and director present Added to the board of directors Number of absences
Number of times Number of times since the number of meetings attended
discuss
Sun Jinyun 10 10 0 0 No 3
I took the initiative to understand and obtain the meeting situation and information before the meeting, carefully reviewed the various proposals at the meeting, and had a detailed understanding of the company's overall production operations and business conditions, and made sufficient preparations for the important decisions of the board of directors. At the meeting, I actively communicated and discussed with the company's management to keep abreast of the company's development plan and daily operations, exercised my voting rights with caution, and strived to be responsible to all shareholders.
During the term of office in 2025, the convening and convening of the company's board of directors complied with legal procedures, and major business decision-making matters and other major matters have fulfilled relevant approval procedures and are legal and effective. I voted in favor of all the proposals of the board of directors, without any objection or abstention, which played a role in the correct and scientific decision-making of the board of directors.
(2) Attendance at special committees of the board of directors
The company has established an audit committee, a nomination committee, a remuneration and assessment committee and a strategy committee. In accordance with the provisions and requirements of relevant laws and regulations, and based on my personal professional expertise, I serve as a member of the Audit Committee, Nomination Committee, and Remuneration and Appraisal Committee. During my term of office in 2025, as a member of the Audit Committee, Nomination Committee, and Remuneration and Assessment Committee of the Board of Directors, I exercised my powers in strict accordance with relevant regulations and actively and effectively performed my duties as an independent director. I voted in favor of all the motions discussed and never voted against or abstained from voting.
During the term of office in 2025, the company held a total of 7 audit committee meetings. As a member of the audit committee of the company's board of directors, I attended all meetings of the audit committee in accordance with regulations. There was no unexcused absence. I reviewed the company's regular reports, internal audit and other matters, and listened carefully to the management's comments. Report on the company's production and operation status and the progress of major events throughout the year, understand and grasp the company's annual report audit work arrangements and audit work progress, carefully review relevant information, and communicate with the annual audit accountant, effectively communicate on issues discovered during the audit process, and effectively perform the duties of the audit committee.
During the term of office in 2025, the company held a total of 2 nomination committee meetings. As a member of the nomination committee of the company's board of directors, I attended the nomination committee meetings in accordance with regulations and did not miss the meeting without excuse. I reviewed the company's "Proposal on the Election of Vice Chairman and Directors", "Proposal on the Nomination and Appointment of the General Manager (President)" and "Proposal on the Nomination and Appointment of the Company's Senior Vice President", and effectively performed the duties of the Nomination Committee.
During the term of office in 2025, the company held a total of 2 remuneration and assessment committee meetings. As a member of the remuneration and assessment committee of the company's board of directors, I attended all meetings of the remuneration and assessment committee in accordance with regulations, and there was no unexcused absence. I am very concerned about the company's "Proposal on the Implementation of the Remuneration of the Company's Directors and Senior Management in 2024" and the "Company's 2024 The Summary Report on the Performance of Duties of the Remuneration and Appraisal Committee, the Proposal on the "2025 A-Share Employee Stock Ownership Plan (Draft) of Jiangsu Hengrui Pharmaceutical Co., Ltd." and its Summary, and the "Proposal on the Management Measures for the 2025 A-Share Employee Stock Ownership Plan of Jiangsu Hengrui Pharmaceutical Co., Ltd." were reviewed and the responsibilities of the Remuneration and Appraisal Committee were effectively performed.
(3) Attendance at special meetings of independent directors
During the term of office in 2025, the company held a total of 3 special meetings of independent directors. I attended the special meetings of independent directors as required, and there was no unexcused absence. I reviewed the company's "Proposal on Estimating the Company's Daily Related Transactions in 2025", "Proposal on the Acquisition of Minority Shareholder Equity and Related Transactions in its Controlled Subsidiaries", "Proposal on Signing an Exclusive License Agreement and Related Transactions", and "Proposal on Signing a Commercial Service Framework Agreement and Related Transactions", and effectively performed the duties of an independent director.
(4) Communication with small and medium-sized shareholders
In 2025, I will actively participate in communication activities with small and medium-sized shareholders, listen to the opinions and suggestions of small and medium-sized shareholders through shareholders' meetings and other means, understand the key issues of concern to the market, fulfill the obligations of independent directors, give full play to the role of independent directors, use my professional knowledge and rich experience to provide more constructive opinions to the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially the majority of small and medium-sized shareholders.
(5) On-site investigation of the company
In 2025, I investigated subsidiaries such as Shanghai Shengdi Pharmaceutical Co., Ltd., had an in-depth on-site understanding of project progress and production operations, listened to reports from relevant persons in charge, and provided opinions and suggestions for follow-up work. At the same time, I also actively paid attention to the impact of external environment and market changes on the company, paid attention to relevant media reports on the company, and was able to understand and grasp the progress of major company matters in a timely manner.
(6) The company’s cooperation with independent directors
The company's management maintains regular communication with me so that independent directors can keep abreast of the company's production and operations. At the same time, before convening board of directors and related meetings, the company carefully organized and prepared meeting materials and delivered them timely and accurately, which provided convenient conditions for me to carry out my work and actively and effectively cooperated with the work of independent directors.
3. Matters of focus in annual performance of duties by independent directors
(1) Related transactions
In accordance with relevant laws and regulations such as the Company Law and Securities Law, as well as the Measures for the Administration of Independent Directors of Listed Companies, the Articles of Association and other relevant provisions, as an independent director of the company, I have carefully reviewed the company’s related transactions and expressed my opinions on the company’s expected daily related transactions in 2025 as follows:
The company's forecast of daily related transactions in 2025 complies with relevant laws and regulations and the relevant provisions and requirements of the "Articles of Association", and the decision-making procedures are legal and effective; the company's daily related transactions are required for the company's normal operation and management, and are normal business practices. The transaction prices follow fair and reasonable pricing principles, which are conducive to the development and sustained and stable development of the company's main business. It does not cause the company's main business to become significantly dependent on related parties, does not have an adverse impact on the company's independence, and does not harm the interests of the company and non-related shareholders. The independent directors agreed with the company's expected daily related transactions in 2025.
(2) External guarantees and capital occupation
In accordance with the provisions of the "Supervisory Guidelines for Listed Companies No. 8 - Supervision Requirements for Capital Transactions and External Guarantees of Listed Companies", the independent directors conducted a special review of the external guarantees of Jiangsu Hengrui Pharmaceutical Co., Ltd. as of December 31, 2025. After verification, as of December 31, 2025, Jiangsu Hengrui Pharmaceutical Co., Ltd. had no external guarantees, nor was there any occupation of non-operating funds by the controlling shareholder and its related parties.
(3) Use of raised funds
During the reporting period, the company stored and used the raised funds in a special account, and fulfilled relevant information disclosure obligations in a timely manner. There was no disguised change in the use of raised funds or damage to the interests of shareholders, and there was no illegal use of raised funds.
(4) Nomination and remuneration of directors and senior managers
On April 2, 2025, the company held the 14th meeting of the ninth board of directors, nominating and electing Feng Ji as the company's director and appointing Feng Ji as the company's general manager (president). On December 3, 2025, the company held the 20th meeting of the ninth board of directors and nominated Zhu Guoxin as the company's senior vice president. The company's procedures for nominating and appointing directors and senior managers comply with the relevant provisions of the Company Law and the Articles of Association. All appointed directors and senior managers meet the qualification requirements of relevant laws, regulations and the Articles of Association.
In 2025, the remuneration of the company's directors and senior managers complied with the management regulations of the company's performance appraisal and remuneration system, and was paid in strict accordance with the assessment results. The remuneration plan was scientific, reasonable, and in line with industry salary levels and the company's actual conditions. There was no harm to the interests of the company and its shareholders, especially small and medium-sized shareholders.
(5) Performance forecast and performance briefing
During the reporting period, the company did not release performance forecasts or performance reports.
(6) Appointment or change of accounting firm
The company held the 13th meeting of the ninth board of directors and the 2024 annual shareholders' meeting on March 28 and April 28, 2025 respectively, and reviewed and approved the "Proposal on Renewing the Company's Audit Institution and Internal Control Audit Institution for 2025 and Determining Their Remuneration", and agreed to appoint Ernst & Young Hua Ming LLP (Special General Partnership) as the company's 2025 financial statement audit and internal control audit institution.
The company held the 18th meeting of the 9th board of directors, the 13th meeting of the 9th board of supervisors, and the first extraordinary shareholders' meeting in 2025 on August 20 and September 16, 2025 respectively, and reviewed and approved the "Proposal on Engaging an Overseas Audit Institution for 2025" and agreed to appoint Ernst & Young as the company's overseas audit institution for 2025.
(7) Cash dividends and other investor returns
According to the resolution of the company's 2024 annual shareholders' meeting held on April 28, 2025, based on the total share capital on May 22, 2025 (excluding the shares in the company's special securities account for repurchase), a cash payment of 2 yuan (including tax) will be distributed for every 10 shares. Implementation will be completed in May 2025.
(8) Fulfillment of commitments by the company and shareholders
During the reporting period, the company and its shareholders did not violate their commitments.
(9) Implementation of information disclosure
During the reporting period, the company's information disclosure complied with the three principles of "openness, fairness and impartiality". The company's relevant information disclosure personnel were able to do a good job in information disclosure in accordance with the requirements of laws and regulations, and the information disclosure content was timely, accurate and complete.
(10) Implementation of internal control
During the reporting period, in order to implement the "Basic Standards for Enterprise Internal Control", strengthen the company's internal control, and improve the company's operation and management level and risk prevention capabilities, the company comprehensively carried out the construction, implementation and evaluation of internal controls, and promoted the steady implementation of the enterprise's internal control standard system. At present, the company has not found any major flaws in the design or execution of internal controls.
4. Overall evaluation and suggestions
In 2025, in the spirit of integrity and diligence, I actively and effectively performed my duties as an independent director, carefully reviewed the major matters resolved by the company's board of directors, and exercised my voting rights independently, prudently and objectively. In safeguarding the interests of all shareholders, I paid special attention to protecting the legitimate rights and interests of small and medium-sized shareholders and played an active role. In the future, I will continue to fulfill my duties as an independent director in accordance with the requirements of relevant laws and regulations for independent directors.
This is reported.
Independent Director of Jiangsu Hengrui Pharmaceutical Co., Ltd.: Sun Jinyun
March 25, 2026