Hubei Jichuan Pharmaceutical Co., Ltd. 2025 Independent Director Work Report (Lu Chaojun)
Hubei Jichuan Pharmaceutical Co., Ltd.
Annual work report of independent directors
2025
As an independent director of Hubei Jichuan Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), I, Lu Chaojun, strictly abide by 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" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for Independent Directors of Listed Companies", the "Code of Governance of Listed Companies" and other relevant laws and regulations. In accordance with the provisions and requirements of the regulations, rules and regulations and the "Articles of Association" and "Working System of Independent Directors of the Company", in the work in 2025, in line with the principles of objectivity, fairness and independence, we will perform the duties of independent directors with integrity, diligence and independence, actively attend relevant meetings, carefully review various proposals of the board of directors, promote the company's standardized operations, and effectively safeguard the interests of all shareholders and the company. The work report carried out in 2025 is as follows:
1. Basic information of independent directors
(1) Personal work resume, professional background and part-time employment status
Lu Chaojun, born in October 1970, Chinese nationality, no permanent residence abroad, master's degree. He once worked at Shanghai He Zhengda Law Firm, served as director of Guangdong Oriental Brothers Investment Co., Ltd. and independent director of Baichuan Energy Co., Ltd., and currently works at Shanghai Jiatan Law Firm. I have been an independent director of the company since March 2, 2020.
(2) Description of independence
As an independent director of the company, I meet the requirements for being an independent director. I have not held any position in the company other than as an independent director. I have no relationship with the company and its major shareholders that may hinder my independent and objective judgment. I have also not obtained additional, undisclosed interests from the company, its major shareholders or interested institutions and individuals. There are no circumstances that affect the independence of the independent directors.
2. Annual performance overview
(1) Attendance at board of directors and shareholders’ meetings
During my term of office in 2025, the company held a total of 7 board meetings and 2 shareholders' meetings. I participated in the above meetings either on-site or through communication, and did not entrust others to attend the meetings, nor did I miss the meetings. During the reporting period, I carefully reviewed relevant proposals and voted in favor of all proposals at the board of directors meeting, without any objection or abstention.
The convening and holding procedures of the company's 2025 board of directors meeting complied with the provisions of laws and regulations, and relevant procedures were followed for major business decision-making matters. My attendance at the meeting is as follows:
Is it continuous? Attended shareholders. Independent director’s last name. Should attend the board of directors. Attend in person. Attend by proxy. Absent.
Failure to attend the meeting twice (times) Number of times (times) (times) (times)
meeting
Lu Chaojun 7 7 0 0 No 2
(2) Participation in the work of special committees of the board of directors and special meetings of independent directors
I serve as a member of the Nomination Committee and the Remuneration and Appraisal Committee of the Company's Board of Directors. During my term of office in 2025, the company held a total of 1 meeting of the Nomination Committee, 2 meetings of the Remuneration and Assessment Committee, and 1 special meeting of the independent directors. I attended the above meeting in person and there was no absence or proxy attendance.
(3) Exercising the powers of independent directors
During my tenure in 2025, I diligently performed my duties as an independent director and exercised my powers as an independent director in accordance with the law. I expressed opinions prudently and objectively on the company's regular reports, internal control evaluation, profit distribution, renewal of the accounting firm, deposit and use of raised funds, remuneration of directors and senior managers and other major matters that may affect the interests of the company's shareholders, especially small and medium-sized investors, and expressed professional opinions at board meetings to promote the board of directors' decision-making in line with the overall interests of the company and effectively protect the interests of small and medium-sized shareholders. In 2025, I did not propose to convene a board of directors; I did not request the board of directors to convene an extraordinary shareholders' meeting; I did not publicly solicit shareholders' rights from shareholders; I did not independently hire an intermediary agency to audit, consult or verify specific matters of the company.
(4) Communication with internal audit institutions and accounting firms
During my tenure, I communicated with the company's internal audit department on key matters of concern in 2025, and also discussed and communicated with the accounting firm on regular reports and financial issues to maintain the objectivity and fairness of the audit results.
(5) On-site inspection and the company’s cooperation with independent directors
During the reporting period, I conscientiously performed my duties as an independent director. I used my participation in the board of directors, shareholders' meetings and other working hours to go to the company for on-site office work and inspections. I paid attention to the company's operating conditions and financial status. I listened to the company's management's reports on the company's production and operation, project construction, internal control standard system construction and implementation of board resolutions and other standardized operations. I paid close attention to corporate governance, production and operation management and development. In 2025, I will participate in on-site work for a total of no less than 15 days.
Before convening board meetings, special committees, special meetings of independent directors and shareholders' meetings, the company can carefully prepare meeting materials and provide them to me in a timely manner. It maintains close communication with me on a daily basis, ensuring that independent directors have the same right to know as other directors. It regularly or irregularly sends me company materials, supervisory training materials and other materials and information, which provides a good guarantee for me to perform my duties.
3. Key matters focused on by independent directors in their annual performance of duties
(1) Related transactions
During the reporting period, the daily transactions between the company and related parties were normal business activities, which supported the company's production, operation and sustainable development to a certain extent, and was conducive to the stability of the company's normal operations. The company remains independent from its related parties, and the company's main business will not become dependent on related parties due to such transactions. The company's daily related transactions follow the principles of openness, fairness and impartiality, and are negotiated and priced with reference to market prices, which will not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.
(2) Plans for listed companies and relevant parties to change or waive their commitments
During the reporting period, the company and relevant parties did not change or waive their commitments.
(3) Decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition
During the reporting period, the company was not involved in the above situations.
(4) Financial information and internal control evaluation reports in financial accounting reports and periodic reports
During my tenure in 2025, the company strictly complied with the requirements of various laws, regulations and normative documents, and prepared and disclosed the 2024 annual report and its summary, the 2025 first quarter report, the 2025 semi-annual report and its summary, and the 2025 third quarter report on time. The review and disclosure procedures are legal and compliant. The financial information in the financial accounting report and periodic reports is true, accurate and complete. There are no false records, misleading statements or major omissions. It truly reflects the company's financial status and operating results during the reporting period and effectively protects the legitimate rights and interests of the company's shareholders.
After verification, I believe that the company has established a relatively complete internal control system. All internal control systems comply with relevant laws and regulations and the regulatory document requirements of regulatory authorities on the governance of listed companies. The internal control system is effectively implemented and the company operates in a standardized and healthy manner. The company disclosed the "2024 Internal Control Evaluation Report" in strict accordance with the requirements of laws, regulations and normative documents, which objectively and accurately reflected the actual situation of the company's internal control. The company's existing internal control system and systems can effectively play the control and prevention role in various key links, and no major internal control design flaws and execution flaws were found.
(5) Appointment or change of accounting firm
During the reporting period, the company re-appointed Shun Li Xin Certified Public Accountants (Special General Partnership) as the company's financial audit agency and internal control audit agency in 2025. I believe that the re-appointment of BDO China Shu Lun Accounting Firm (Special General Partnership) is a decision made after comprehensive consideration of the company's business development, audit work needs, accounting firm personnel arrangements and work plans. BDO China Shu Lun Accounting Firm (Special General Partnership) has the corresponding business qualifications, professional ethics and ability to perform duties, and communicates with the company's board of directors, independent directors and management in a timely and effective manner. I agreed to the appointment at the board meeting and submitted it to the shareholders' meeting for review.
(6) Appointment or dismissal of financial directors of listed companies
During his term of office in 2025, it will not involve the company’s appointment or dismissal of the financial director of a listed company.
(7) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards
During his tenure in 2025, there will be no 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
During the reporting period, during my performance of duties, the company did not nominate or appoint or remove directors, or engage or dismiss senior managers.
(9) Remuneration of directors and senior managers
During the reporting period, the remuneration of the company's directors and senior managers was in line with the remuneration levels of the industry in which the company operates and the company's actual operations. The remuneration payment procedures were strictly implemented in accordance with relevant assessment and incentive regulations and complied with relevant laws, regulations and the company's articles of association.
(10) Formulate or change equity incentive plans and employee stock ownership plans, and achieve the conditions for incentive objects to be granted benefits and to exercise their rights.
On April 25, 2025, the 14th meeting of the company's 10th board of directors reviewed and approved the "Proposal on the Company's 2025 Employee Stock Ownership Plan (Draft) and its Summary" and related proposals. The company's implementation of the employee stock ownership plan is based on the company's confidence in the company's sustainable and stable development in the future and the judgment of the company's stock value. When the company's board of directors reviewed the matter, the related directors abstained from voting. The decision-making process complied with the relevant provisions of laws, regulations, and normative documents. The resolutions formed at the meeting were legal and effective, and there was no harm to the interests of the company, employees, and all shareholders.
During the reporting period, the company repurchased and canceled some restricted stocks and canceled some stock options. The relevant matters were in compliance with the relevant provisions of the "Equity Incentive Management Measures for Listed Companies" and the company's "2022 Restricted Stock and Stock Option Incentive Plan". The company's review procedures were legal and compliant and would not have a significant impact on the company's financial status and operating results. There was no harm to the interests of the company and all shareholders.
4. Overall evaluation and suggestions
During my term of office in 2025, as the company's independent director, I paid close attention to the company's standardized operations, improved its corporate governance structure, improved its internal control system, prevented operating risks, and communicated effectively with the company's board of directors and operating management. I faithfully performed the duties of an independent director in strict accordance with the requirements of various laws and regulations, and exercised the rights of an independent director prudently, conscientiously and diligently. I made full use of my professional knowledge and professional experience to provide suggestions for scientific decision-making and standardized operations of the company's board of directors, and fully protected the legitimate rights and interests of the company and small and medium-sized shareholders.
I am leaving office due to the expiration of my term. During my tenure, I sincerely thank the company's board of directors, management and all relevant staff for their strong support and close cooperation in the performance of my duties. I wish the company steady and far-reaching development in the future, a prosperous career, and greater brilliance!