Kangmei Pharmaceutical’s 2025 independent directors’ performance report (Luo Tao)
Kangmei Pharmaceutical Co., Ltd.
2025 Independent Directors’ Work Report
(Luo Tao)
As an independent director of Kangmei Pharmaceutical Co., Ltd. (hereinafter referred to as the company), I strictly comply with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China, the Measures for the Administration of Independent Directors of Listed Companies, and the Articles of Association of Kangmei Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association") Articles of Association") "Kangmei Pharmaceutical Independent Director System" and other relevant provisions, perform their duties diligently, conscientiously and faithfully, actively attend relevant meetings, carefully review various proposals of the board of directors, give full play to the independent role of independent directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I now report on my performance of my duties as an independent director as follows:
1. Basic information of independent directors
(1) Basic situation
I am Luo Tao, born in April 1973, a member of the Communist Party of China, no permanent residence abroad, a master's degree in accounting, a senior certified public accountant, a tax accountant, a certified asset appraiser, a senior auditor, a high-end talent in China's tax accountant industry, and was selected into the expert database of external directors of enterprises regulated by the Guangzhou State-owned Assets Supervision and Administration Commission. He once served as the director of the audit department of the audit firm in Zhumadian District, Henan Province, the deputy director of Chint Accounting Firm Co., Ltd. in Zhumadian District, Henan Province, and the director and deputy chief accountant of Guangzhou Huasui Accounting Firm Co., Ltd. He is currently a partner of Guangdong Zhongzhongxin Accounting Firm (Special General Partnership) and served as an independent director of Kangmei Pharmaceutical from January 25, 2022 to December 26, 2025. I have obtained the qualification certificate for independent directors of listed companies and completed the follow-up training for independent directors of the Shanghai Stock Exchange during the reporting period.
(2) Explanation of whether there are circumstances affecting independence
As an independent director of the company, I, my immediate family members, and major social relations do not hold positions in the company or its affiliated enterprises, do not directly or indirectly hold shares in the company, and do not directly or indirectly hold shares in the company. 5% or more of the shareholders hold positions in the company, have not provided financial, legal, consulting and other services to the company or its affiliated enterprises, have not obtained additional, undisclosed other benefits from the company and its major shareholders or interested institutions and personnel, and have not had any circumstances that would affect the company's independent directors. It complies with the relevant requirements of the "Administrative Measures for Independent Directors of Listed Companies", the Articles of Association and the "Independent Director System of the Company". During the performance of my duties, I am able to maintain objective and independent professional judgment and protect the interests of all shareholders, especially small and medium-sized investors.
2. Annual performance overview of independent directors
(1) Participation in board of directors and shareholders’ meetings
In 2025, the company held a total of 8 board meetings and 3 shareholders' meetings. I participated in all meetings either on-site or via communication, carefully reviewed all topics at all meetings, and expressed independent opinions on relevant matters in accordance with relevant laws and regulations and the Articles of Association to ensure the scientificity and fairness of the company's decision-making. Specific attendance details are as follows:
Participating shareholders’ participation in the board of directors
Meeting status Name: Should attend this year On-site attendance By communication method
If the delegate is absent, has he failed to attend the shareholders' meeting and the board of directors' meeting twice in a row?
Number of Attendances Number of times attended meetings in person
times times times meetings
Luo Tao 8 7 1 0 0 No 3
I take the initiative to understand and obtain the information and information needed to make decisions before convening the board of directors. I usually pay attention to understanding the company's production operations and business conditions. I carefully listen to and review every issue at the meeting, actively participate in discussions and make reasonable suggestions. At the same time, I exercise my voting rights independently and objectively, express independent opinions on relevant matters, and vote in favor of all board meeting resolutions attended this year. During the reporting period, the convening, convening, deliberation and voting of the company's board of directors and shareholders' meeting were in compliance with legal procedures.
(2) Participation in special committees and special meetings of independent directors
I serve as the convener of the Audit Committee and a member of the Nomination Committee. In 2025, the Audit Committee held 8 meetings to mainly review major matters such as the company's regular reports, internal controls, and the renewal of the accounting firm's appointment. It actively communicated with the audit agency during the annual report audit, and listened to the work reports of the audit department every quarter. The Nomination Committee held three meetings to consider the nomination of directors and senior executives and the by-election of independent directors. During the reporting period, I conscientiously implemented the relevant provisions of the "Administrative Measures for Independent Directors of Listed Companies", implemented the special independent director meeting mechanism and on-site working time and work record requirements, and convened 2 special independent director meetings. During the reporting period, I carried out various tasks seriously, participated in all meetings on-site or by communication, actively provided professional opinions for the board of directors' decision-making, and gave full play to the role of independent directors in decision-making, supervision, checks and balances, and professional consultation.
(3) Communication with internal audit institutions
In accordance with the relevant requirements of the "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations", the company holds quarterly meetings for the audit department to report to the audit committee. The report content includes but is not limited to the implementation of the internal audit plan and problems discovered during the internal audit work; the audit department conducts semi-annual inspections of the deposit and use of the company's raised funds, Inspect the implementation of major events such as provision of guarantees, related transactions, securities investments and derivatives transactions, provision of financial assistance, purchase or sale of assets, external investments, large-amount capital transactions of the company, and capital transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and their affiliates, and report the inspection results to the Audit Committee. I actively supervise the internal audit work, review the company's annual internal audit work plan and supervise the implementation of the company's internal audit plan, and provide constructive opinions for the company's audit work: First, the company starts from the top-level design, introduces relevant systems and establishes a leadership group, opens up the collaborative leadership mechanism of discipline inspection, auditing, and supervision, relies on the tripartite supervision force platform to achieve information sharing, and builds a joint supervision mechanism; second, in terms of audit agency collaboration, the company The management needs to make every effort to ensure the independence of the audit institution, fully respect its independent judgment and professional opinions, and at the same time promote all departments of the company to actively cooperate and support the audit work; thirdly, problems discovered during the audit process should be reported to the company management in a timely manner, with a clear deadline for rectification, to promote the active implementation of rectification measures, and to effectively ensure the effective implementation of audit results; for actions that cause major losses to the company, responsibility must be held in accordance with the company's relevant management systems. The company attaches great importance to the constructive opinions I put forward and implements and improves them in actual work.
(4) Communication with the annual audit accounting firm
- Communicate with the annual audit accountant
During the audit of the 2024 annual report, I fully understood the progress of the audit through timely communication. After the audit institution issues the preliminary audit opinion and before the board of directors considers the annual report, the audit committee holds a communication meeting with the annual audit accountant to communicate on the issues discovered during the audit process to ensure that the work related to the 2024 annual audit report is progressed smoothly. Before the audit institution carries out the annual audit progress work in 2025, I convene and chair the audit committee meeting, communicate with the annual audit institution on the progress of the 2025 audit work, and conduct in-depth exchanges around the independence of the accounting firm and relevant auditors, audit scope, auditor arrangements, key points in the audit project, and key audit matters.
(5) Communication with small and medium-sized shareholders
This year, the company held a total of 3 performance briefings to introduce the company to investors, communicate around the operating results and financial status in regular reports, and actively respond to investors' concerns. I participated in all three performance briefings, during which I paid close attention to the preparation and conduct of the meetings, and listened carefully to various suggestions made by small and medium-sized investors to the company.
(6) On-site work at listed companies
In 2025, I performed my duties in a variety of ways, including attending the board of directors, shareholders' meetings, special committees and independent directors' special meetings, studying the daily operation information provided by the company, and going to Xining Kangmei New City, Gansu Northwest Chinese Medicine City and other northwest company-owned enterprises to conduct on-site investigations. The annual cumulative number of on-site work days complies with relevant regulations.
(7) The company’s cooperation with independent directors
In 2025, the company's management attaches great importance to communication with me, regularly sends reporting documents on the company's production and operations, assets, litigation and other major matters, and actively organizes research and inspection activities, so that I can be informed of the company's operating dynamics in a timely manner, and provides the necessary conditions and support for me to perform my duties. At the same time, before convening board of directors and related meetings, the company provided meeting materials in detail and communicated in a timely manner, which provided support for me to make decisions and actively and effectively assisted me in my work.
3. Matters of focus in annual performance of duties by independent directors
(1) Related transactions that should be disclosed
I focused on the execution of the company's daily related transactions in 2024 and the expected daily related transactions in 2025, and reviewed the daily related transaction materials provided by the company. I believe that the company's daily related transactions in 2024 are in line with the company's production and operation needs. The transactions follow the principles of fairness, justice and fairness and are normal business transactions. The daily related transactions in 2025 are expected to be based on the normal production and operation needs of the company and its subsidiaries, and the prices of the transactions are objective and fair. Related party transactions were approved by more than half of all independent directors. Related directors abstained from voting during the company's board of directors' review. The decision-making process complied with relevant regulations and did not harm the interests of the company and its shareholders, especially small and medium-sized shareholders.
(2) Plans for listed companies and relevant parties to change or waive their commitments
In 2025, all commitments made by the listed company and relevant parties were effectively performed as agreed, and there were no changes or exemptions to the commitments.
(3) Decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition
In 2025, the company was not acquired.
(4) Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports
The company's regular reports are submitted to the board of directors for review after being reviewed and approved by the audit committee of the board of directors. I focus on the authenticity, accuracy and completeness of the financial reports, and confirm that the periodic reports prepared by the company comply with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange in terms of content and format, can fairly reflect the company's operating results and financial status, and do not contain false records, misleading statements or major omissions. The internal control evaluation report issued by the company was prepared in strict compliance with the "Basic Standards for Enterprise Internal Control" and other relevant regulations. The existing internal control system complies with relevant laws, regulations and regulatory requirements. The report comprehensively, truly and accurately reflects the actual situation of the establishment, implementation, inspection and supervision of the company's internal control system.
(5) Hire an accounting firm to undertake the audit business of listed companies
During the reporting period, the company's audit committee meeting, the first meeting of the tenth board of directors in 2025, and the 2024 annual shareholders' meeting reviewed and approved the "Proposal on Re-appointment of the Accounting Firm" and agreed to re-appoint China Shen Zhonghuan Accounting Firm (Special General Partnership) as the company's 2025 financial audit agency and internal control audit agency. China Shen Zhonghuan Accounting Firm (Special General Partnership) has the experience and ability to provide professional audit services for companies. The deliberation and voting procedures of the board of directors are in compliance with the relevant provisions of the Company Law, the Stock Listing Rules of the Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the Articles of Association. I agree to re-appoint China Shen Zhonghuan Accounting Firm (Special General Partnership) as the company's financial audit agency and internal control audit agency for 2025.
(6) Appointment or dismissal of financial officers of listed companies
At the beginning of 2025, the company successfully completed the general election. As the convener of the Audit Committee and a member of the Nomination Committee, I have reviewed the relevant professional knowledge and work experience of the financial person-in-charge to be appointed by the company, and believe that he has the ability and qualifications to perform relevant duties and meets the qualifications required by relevant laws and regulations; and I agree to submit the "Proposal on the Appointment of the Company's Financial Director" to the company's Board of Directors for review. The resolution was reviewed and approved at the audit committee meeting, nomination committee meeting and the first extraordinary meeting of the tenth board of directors in 2025 held by the company. The nomination and voting procedures involved in this appointment are legal and valid, and there is no harm to the interests of the company and other shareholders.
(7) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards
In 2025, the company did not make any changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards.
(8) Nominate or appoint or remove directors, hire or dismiss senior managers
- Nominate or appoint or remove directors
On January 23, 2025, the company held a nomination committee meeting and the first extraordinary meeting of the ninth board of directors in 2025, and reviewed and approved the "Proposal on Nominating Non-Independent Director Candidates for the Tenth Board of Directors of the Company" "Proposal on Nominating Independent Director Candidates for the Company's Tenth Board of Directors" agreed to nominate Mr. Lai Zhijian, Mr. Ou Guoxiong, Mr. Zhou Yunfeng, Mr. Xia Huayue, Mr. Liang Jun, and Mr. Huang Weizhong as non-independent director candidates for the Company's Tenth Board of Directors; Mr. Luo Tao, Mr. Lai Xiaoping, and Mr. Lin Hui were candidates for the Company's tenth Board of Directors as independent directors, with a term commencing from the date of review and approval by the shareholders' meeting to the expiration date of the Tenth Board of Directors.
- Appointment or dismissal of senior managers
On February 17, 2025, the company held the Audit Committee meeting, the Nomination Committee meeting, the 10th Board of Directors 2025 At the first extraordinary meeting of the year, the relevant resolutions on the appointment of senior managers of the company were reviewed and approved, and Mr. Ou Guoxiong was appointed as the general manager of the company; Mr. Zhou Yunfeng, Mr. Gong Guibo, Mr. Liu Xinquan, and Mr. Chen Qijun were appointed as the company’s deputy general managers; Mr. Gong Guibo was the financial director; Mr. Zhou Yunfeng was the secretary of the board of directors; and Mr. Li Zebin and Ms. Zhang Jinjin were appointed as assistants to the general manager of the company.
As an independent director, I believe that the nomination, review and voting procedures of the above-mentioned personnel are in compliance with laws, regulations and the Articles of Association. The qualifications of the personnel appointed are in compliance with the requirements of the Company Law and the Articles of Association. There is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.
(9) Remuneration of directors and senior managers, formulating or changing equity incentive plans and employee stock ownership plans, ensuring that incentive objects are granted rights and conditions for exercising rights and interests are met, and directors and senior managers arrange stock ownership plans in subsidiaries to be spun off
In 2025, the procedures for determining and disbursing the remuneration of the company's directors and senior management personnel are in compliance with relevant laws, regulations and the Articles of Association. During the reporting period, the company did not formulate or change equity incentive plans or employee stock ownership plans.
4. Overall evaluation and suggestions
In 2025, during my tenure as an independent director of the company, I performed my duties as an independent director independently, objectively, fairly and prudently in line with the principle of diligence and diligence. I actively attended relevant meetings, carefully reviewed various proposals, safeguarded the overall interests of the company, and protected the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. Finally, I sincerely thank the relevant staff of the company for their assistance and active cooperation in my work.
This is reported.
Independent Director: Luo Tao
April 16, 2026