Independent Directors’ Duty Performance Report for 2025 (Wu Fanhong)
Shanghai Modern Pharmaceutical Co., Ltd.
Independent Directors’ 2025 Annual Duty Performance Report
Wu Fanhong
As an independent director of Shanghai Modern Pharmaceutical Co., Ltd. (hereinafter referred to as the company), I strictly comply with the "Company Law", "Measures for the Administration of Independent Directors of Listed Companies", "Shanghai Stock Exchange Stock Listing Rules" and "Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1" - Standardized Operations" and the "Articles of Association" and other relevant laws, regulations and rules and regulations, perform duties independently, faithfully and diligently, prudently exercise the rights granted by the company and shareholders, strive to play the role of independent directors, pay attention to the company's operating conditions in a timely manner, fully understand the company's development status, and actively participate in The company's shareholder meetings, board of directors and special committee meetings carefully review various proposals, fully express independent and objective opinions, safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders, and provide suggestions for the company's scientific decision-making, technology development and business planning, which play a positive role in the company's development. The performance report for 2025 is now as follows:
1. Basic information of independent directors
Wu Fanhong: Doctor, professor. He is currently a professor at Shanghai University of Applied Technology, director of the Institute of Drug Innovation, director of Shanghai Green Fluoropharmaceutical Engineering Technology Research Center; chairman of Shanghai Huali Biopharmaceutical Co., Ltd.; executive director and general manager of Zhejiang Huali Biopharmaceutical Co., Ltd.
I have served as an independent director of the company since April 2021, and also serve as the chairman of the nomination committee of the board of directors, a member of the audit and risk management committee of the board of directors, and a member of the strategy and investment committee of the board of directors.
My appointment meets the independence requirements stipulated in Article 6 of the "Administrative Measures for Independent Directors of Listed Companies", and there are no circumstances that affect my independence.
2. Annual performance of independent directors’ duties
(1) Attendance at board of directors and shareholders’ meetings
As an independent director, during my term of office, I attended the board of directors and shareholders meetings organized by the company on time and in compliance with regulations. In 2025, the company held 9 board meetings, including 1 on-site meeting, 4 on-site and communication meetings, and 4 communication meetings. I attended all of them in person, without being absent or authorizing other independent directors to attend on my behalf. In 2025, the company's board of directors convened 3 shareholders' meetings, and I attended all of them as required. When reviewing the resolutions of the board of directors, carefully review each proposal before the meeting. If you have any doubts about the information or need further understanding, contact the company in a timely manner to obtain additional information and materials; fully express your opinions at the meeting and make suggestions for subsequent company management improvements and business development; pay full attention to the convening procedures of the board of directors meetings and the decision-making procedures for major matters to ensure that all resolutions do not damage the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. I voted in favor of all resolutions of the board of directors during the reporting period, and there was no objection or abstention.
(2) Participation in special committees of the board of directors and special meetings of independent directors
I convene or attend meetings in accordance with the implementation rules of the company's relevant special committees and perform my duties conscientiously. 1.Nomination Committee
During the reporting period, the company held a total of 6 nomination committee meetings, and I convened and chaired the above meetings. The above meeting reviewed 7 proposals including the "Proposal on Nominating Candidates for Independent Directors", "Proposal on Appointment of Senior Management Personnel", "Proposal on Nominating Candidates for Directors", "Proposal on Nominating Candidates for Directors of the Ninth Board of Directors" and "Proposal on the Appointment of President and Other Senior Management Personnel". I have carefully reviewed the information of the director candidates Mr. Chu Wengong, Mr. Cai Maisong, Mr. Xing Yonggang, Ms. Zhu Lin and Mr. Shao Ruiqing, and senior manager Ms. Cai Zhengyan. The candidates all have the qualifications to serve as company directors and senior managers, and have the professional background and management experience required for the position. I agree to the relevant nominations.
- Audit and Risk Management Committee
During the reporting period, the company held a total of 5 audit and risk management committee meetings, and I attended the above meetings.
(1) Review of annual report and internal control evaluation report
According to the company's "Independent Director System", "Audit and Risk Management Committee Implementation Rules", "Audit and Risk Management Committee Annual Report Work Procedures" and other relevant system regulations, during the audit of the company's 2024 annual report, attend the annual report pre-review communication meeting, communicate with the annual audit certified public accountant, and listen to the accounting firm's opinions on the company's 2024 annual report Reports on the annual report audit plan, schedule, audit team deployment, key audit matters and other related situations; carefully review and issue review opinions on the company's unaudited accounting statements and the financial accounting statements after the annual audit certified public accountant has issued preliminary audit opinions. In February 2025, I attended the 2024 annual report meeting and had an in-depth communication with the accounting firm on the issues discovered during the audit process.
In December 2025, regarding the upcoming 2025 audit work, I attended the 2025 annual report pre-review communication meeting and listened to the problems discovered by the accounting firm during the pre-review.
(2) Review of quarterly and semi-annual financial statements
The Audit and Risk Management Committee carefully reviewed the financial information in the company's "2025 First Quarter Report", "2025 Semi-Annual Report" and "2025 Third Quarter Report", and all members agreed to submit it to the Board of Directors for review. At the same time, the company disclosed relevant performance forecasts or performance reports in accordance with the rules to fairly and timely disclose the company's operating conditions to investors.
(3) Convening of regular audit meetings
The company insists on holding an audit and risk management committee meeting every quarter to review the company's quarterly and semi-annual financial statements, and provide guidance and supervision on the company's internal audit work.
I review the company's internal audit plan and related implementation reports in a timely manner, and pay attention to the problems discovered, rectification status, and risk factors.
(4) Review of other major matters
The Audit and Risk Management Committee listens to the company's self-examination reports on major matters such as related-party transactions and external guarantees every six months. Based on the company's self-examination, combined with the company's financial report and communication with the company's management and audit department, it was confirmed that the company complied with relevant laws and regulations in terms of related transactions, external guarantees, etc., and fulfilled its information disclosure obligations in a timely, accurate and complete manner, and that there were no violations.
- Strategy and Investment Committee
During the reporting period, the company held a total of 2 meetings of the Strategy and Investment Committee, and I attended both meetings. The committee reviewed 2 proposals, including the "15th Five-Year Plan" Development Plan (Preliminary Draft) and the "14th Five-Year Plan Development Plan 2025 Annual Evaluation Report", put forward relevant opinions on the layout of anti-infective drugs and agreed to 2 proposals.
(3) Participation in special meetings of independent directors
During the reporting period, the company held a total of 2 special meetings of independent directors. I attended both meetings in person and reviewed three proposals: "Remuneration of Senior Management Personnel in 2024", "Proposal on the Estimation of Daily Related Transactions in 2025" and "Proposal on the Proposal to Continue to Sign the Financial Services Agreement and Related Transactions with Sinopharm Group Finance Co., Ltd.".
(4) Daily performance of duties
During the reporting period, I actively performed my duties and consulted company information and understood the company's operating conditions through on-site work, communication, written reports, etc., and worked on-site at the company for 15.5 days. The company also provides various convenient conditions for independent directors to perform their duties. Monthly information reports are sent to independent directors every month, collecting information on the company's financial status, industry trends, investor relations, etc. The progress of major events is reported through special reports, and urgent matters are reported at any time via telephone to ensure that independent directors fully understand the company's operating and management dynamics and the implementation of matters reviewed and approved by the shareholders' meeting and the board of directors. At the same time, I also pay close attention to public media reports about the company and maintain timely communication and contact with the secretary of the board of directors.
In 2025, I also participated in two internal surveys of the company. I conducted on-site surveys on the controlled subsidiary Sinopharm Zhijun (Shenzhen) Pharmaceutical Co., Ltd. and the wholly-owned subsidiary Jiangsu Weiqida Pharmaceutical Co., Ltd. to understand the production, operation and management of the corresponding units, and provided opinions and guidance on future business development ideas and implementation paths.
I took the initiative to participate in special training related to independent directors. In December 2025, I completed the Shanghai Stock Exchange's "2025 Sixth Period Follow-up Training for Independent Directors of Listed Companies" special study to continuously improve the ability of independent directors to perform their duties.
3. Key matters for independent directors to pay attention to when performing their duties
(1) Related transactions in 2025
On March 26, 2025, the independent directors held a special meeting to review the two proposals submitted by the company "About 2025" The independent directors believed that the above-mentioned related-party transactions were conducive to the continued smooth development of the company's business and were in the interests of the company and all shareholders. The transactions followed the principles of equality and fairness and did not harm the interests of the company and other non-related shareholders, especially the interests of small and medium-sized shareholders. The independent directors unanimously agreed to submit the above proposal to the 20th meeting of the company's eighth board of directors for review.
After verification, the actual total amount of various daily related transactions between the company and related parties under the same control in 2025 did not exceed the corresponding estimated total amount; at the same time, the various deposit and loan businesses carried out by the company with Sinopharm Group Finance Co., Ltd. in 2025 were in compliance with the "Financial Services Agreement" signed after review, and no financial business occurred beyond the scope of review.
(2) Remuneration of directors and senior managers
On February 14, 2025, the independent directors held a special meeting to carefully review the "2024 Senior Management Remuneration Plan". After deliberation, the independent directors unanimously believed that the remuneration paid by the company to senior managers was fair and reasonable, matched the company's operating performance, and complied with the company's relevant salary management systems and the annual performance contract for senior managers. The actual amount paid was consistent with the disclosed amount.
(3) Appointment of accounting firm
The company hired Tianjian Accounting Firm (Special General Partnership) to conduct the company's 2025 financial statement audit, internal control audit and other services for a period of one year. After verification and evaluation, I have carefully verified the professional competence, investor protection capabilities, independence and integrity of Tianjian Accounting Firm (Special General Partnership), and believe that: Tianjian Accounting Firm (Special General Partnership) is a domestic accounting firm of a certain scale, can conscientiously perform its duties in the course of practice, and has good business standards and professional ethics. I agree that the company will continue to appoint Tianjian Accounting Firm (Special General Partnership) as the company's audit agency for 2025.
(4) Other work done to protect the legitimate rights and interests of small and medium-sized shareholders
- Cash dividends and other investor returns
In 2025, the company will actively implement the "investor-oriented" development concept and steadily improve the level of investor returns. On the one hand, it strengthened the protection of investors' rights and interests from the institutional system and formulated the "Market Value Management System" and "Shareholder Return Plan for the Next Three Years (2025-2027)"; on the other hand, it continued to increase cash dividends. The company will distribute a total of 402 million yuan in cash dividends in 2025 (including 2024 annual dividends and 2025 mid-term dividends), an increase of 50% over the previous year.
2.Convening of performance briefing meeting
During the reporting period, the company held a total of 3 performance briefings after the disclosure of each periodic report. The company's president, independent director representative, financial director and board secretary all attended the meetings. I attended the 2025 semi-annual performance briefing. The company communicates with small and medium-sized shareholders through online interaction, answers their questions, and effectively protects the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
4. Overall evaluation and suggestions
During the reporting period, as an independent director of the company, I actively performed my corresponding duties. I was able to fully understand the proposals submitted to the board of directors for consideration in advance. I actively expressed my opinions and suggestions at the meeting, and made due contributions to the company's business development, improvement of governance structure and maintenance of shareholders' rights and interests. At the same time, I actively participated in the shareholders' meeting, the board of directors, various special committee meetings and independent directors' special meetings, participated in the company's decision-making on major matters from an independent and objective standpoint, supervised the implementation of resolutions of the shareholders' meeting and the board of directors, paid full attention to the company's operating conditions, related transactions, external guarantees and other matters, performed my duties as an independent director with due diligence, faithfully and diligently, and effectively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
In 2026, I will continue to exercise my rights as an independent director prudently, conscientiously and diligently, fulfill my obligations as an independent director, continue to have a deeper understanding of the company's production and operation conditions, make contributions to improving the scientificity of the board of directors' decision-making, improving the company's internal control integrity, promoting the company's stable operation and sustainable development, and better safeguarding the company's interests and the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.