Shanghai Haixin Group Co., Ltd. 2025 Independent Director Work Report [Li Zhijun]
Shanghai Haixin Group Co., Ltd.
Annual independent directors’ performance report
2025
(Li Zhijun)
As an independent director of Shanghai Haixin Group Co., Ltd. (hereinafter referred to as the company), during my tenure, I strictly abide by laws and regulations such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Code of Governance of Listed Companies, the Management Measures for Independent Directors of Listed Companies, the Stock Listing Rules of the Shanghai Stock Exchange, the Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - Standardized Operations, as well as the requirements of the Articles of Association and other rules and regulations. Adhering to the concept of being responsible to all shareholders, resolutely safeguard the rights and interests of small and medium-sized shareholders, diligently and responsibly perform the duties and obligations of independent directors, and exercise the rights conferred by the company and shareholders prudently and conscientiously. Actively participate in meetings of the company's board of directors and various special committees, provide fair and objective independent opinions on major matters reviewed by the board of directors, and provide opinions and suggestions for the company's business decisions and standardized operations from a professional perspective. I would like to report my performance of duties in 2025 as follows:
1. Basic information of independent directors
(1) Personal work situation
Li Zhijun, male, member of the Communist Party of China, doctor of accounting, professor of Hunan Technology and Business University, senior accountant, accounting master's tutor, leading accounting talent in Hunan Province, management accounting consulting expert in Hunan Province, high-level talent in Changsha City, part-time MBA tutor at Central South University and Hunan University, currently an independent director of the company, independent director of Mingguang Haomiao Security Technology Co., Ltd., and independent director of Zhuzhou Smelting Group Co., Ltd. He once served as the Finance Minister of Zhuzhou Smelting Group and the Finance Minister of Hunan Xingxiang Investment Holding Group.
(2) Whether there are circumstances that affect independence
As an independent director of the company, I have no circumstances that affect my independence as stipulated in the Measures for the Administration of Independent Directors of Listed Companies, the Stock Listing Rules of the Shanghai Stock Exchange, the Articles of Association, and the Working Rules for Independent Directors. I am qualified to serve as an independent director of the company, and I can ensure that I maintain objective and independent professional judgment in the performance of my duties.
2. Annual performance of independent directors’ duties
(1) Attendance at board of directors and shareholders’ meetings
During the reporting period, the company held a total of 9 board meetings and 3 shareholders' meetings, all of which I attended. As an independent director of the company, chairman of the audit committee of the board of directors, and member of the nomination committee of the board of directors, I carefully review various meeting materials provided by the company, understand the company's operating conditions, actively participate in the discussion of various proposals, give full play to the guidance and supervision role of independent directors, conscientiously perform the duties of independent directors, and safeguard the legitimate rights and interests of all shareholders. For all the proposals reviewed by the company during the reporting period, I voted in favor, without any objection or abstention.
(2) Participation in the performance of duties of special committees during the reporting period
As the Chairman of the Audit Committee of the Company's Board of Directors and a member of the Nomination Committee of the Board of Directors, I carry out the work of special committees in strict accordance with the "Working Rules for Independent Directors", "Implementation Rules of the Audit Committee of the Board of Directors", "Implementation Rules of the Nomination Committee of the Board of Directors" and other relevant regulations formulated by the company. During the reporting period, the company did not hold a meeting of the Nomination Committee of the Board of Directors; it held 6 meetings of the Audit Committee of the Board of Directors. I attended all of them and voted in favor of each proposal of the special committee of the Company's Board of Directors in 2025, without any objection or abstention. I believe that the convening of the meeting complied with legal procedures, and the decisions on relevant matters fulfilled the necessary approval procedures and disclosure obligations, and complied with the provisions of laws, regulations and the company's articles of association.
- Audit Committee of the Board of Directors
On March 25, 2025, I presided over the first meeting of 2025 of the Audit Committee of the 11th Board of Directors. The meeting listened to the company's risk control and audit department's report on "The Company's Internal Audit Work in 2024 and Work Plan for 2025".
On April 7, 2025, I presided over the second meeting of the Audit Committee of the 11th Board of Directors in 2025, reviewed the company's 2024 annual report financial information (audited), and reviewed the "Company's 2024 Internal Control Evaluation Report", "Proposal on the Provision for Asset Impairment in 2024", "Proposal on Changes in Accounting Policies" and "The Audit Committee's 2024 Review of the Accounting Firm" "Report on the Annual Performance of Supervision Responsibilities", "Plan on the Re-appointment of the Company's Financial Report Audit Institution for 2025", "Plan on the Re-appointment of the Company's Internal Control Audit Institution for 2025", "Report on the Performance of the Audit Committee's Duties in 2024". After communicating with the company's management and accounting firm, I believe that the company's annual report can truly, accurately and completely reflect the company's financial situation in 2024, and no false records, misleading statements or major omissions were found. At the same time, the company's internal control system is sound, internal control is effectively implemented, and there are no major defects. Regarding the various proposals reviewed, I believe that they are in line with the actual situation and development needs of the company. The review procedures are legal and compliant, and the decision-making is scientific and reasonable, which is conducive to safeguarding the interests of the company and all shareholders. After deliberation by the Audit Committee of the Board of Directors, it was agreed to submit the proposal to the company's Board of Directors for review.
On April 23, 2025, I presided over the third meeting of 2025 of the Audit Committee of the 11th Board of Directors. During the meeting, I carefully reviewed the financial information of the company's first quarter report of 2025. After full communication with the company's management, I believe that the financial information is true and accurate, fully reflecting the company's financial status in the first quarter of 2025, and no false records, misleading statements or major omissions have been found. After deliberation by the Audit Committee of the Board of Directors, the proposal was agreed to be submitted to the company's Board of Directors for review.
On August 15, 2025, I presided over the fourth meeting of 2025 of the Audit Committee of the 11th Board of Directors. During the meeting, I carefully reviewed the financial information of the company's 2025 semi-annual report. After full communication with the company's management, I believe that the financial information is true and accurate, fully reflecting the company's financial status for the first half of 2025, and no false records, misleading statements or major omissions have been found. After deliberation by the Audit Committee of the Board of Directors, the proposal was agreed to be submitted to the company's Board of Directors for review.
On October 23, 2025, I presided over the fifth meeting of 2025 of the Audit Committee of the 11th Board of Directors. During the meeting, I carefully reviewed the financial information of the company's 2025 third quarter report. After full communication with the company's management, I believe that the financial information is true and accurate, fully reflecting the company's financial status in the third quarter of 2025, and no false records, misleading statements or major omissions have been found. After deliberation by the Audit Committee of the Board of Directors, the proposal was agreed to be submitted to the company's Board of Directors for review.
On December 24, 2025, he presided over the sixth meeting of 2025 of the Audit Committee of the 11th Board of Directors. The meeting listened to Zhonghua Accounting Firm’s report on the pre-review status of the company’s 2025 annual report and had separate communication with it. Through full communication with the company's management and accounting firm, the Audit Committee gained an in-depth understanding of the company's operating financial status and the actual status of corporate governance, and kept abreast of the latest developments in the company's operations.
In addition, I carefully reviewed the internal audit work reports and major matter inspection reports regularly submitted by the company's risk control and audit department, and kept abreast of the implementation status of the company's internal controls, existing problems and implementation of major matters, and urged the company to further improve the internal control system and enhance risk prevention capabilities.
(3) Communication status with internal audit institutions and accounting firms that undertake the company’s audit business
During the reporting period, I strictly followed the relevant laws and regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, as well as the Articles of Association and the Implementation Rules of the Audit Committee of the Company's Board of Directors, and gave full play to the functions of the Audit Committee of the Board of Directors. The qualifications and professional capabilities of the accounting firm were strictly reviewed, and during the annual report audit, in-depth discussions and full communication were conducted with the accounting firm on the audit plan, major risk matters, annual audit focus, audit adjustments and preliminary opinions. Supervise accounting firms to issue audit reports in a timely, accurate, objective and fair manner, and effectively fulfill the supervisory responsibilities of the Audit Committee of the Board of Directors over accounting firms.
(4) Communication with small and medium-sized shareholders
During the reporting period, I actively communicated with small and medium-sized investors by attending the company's shareholders' meetings, performance explanations, etc., promptly understood the demands and concerns of small and medium-sized investors, and actively established good communication and exchange relationships with small and medium-sized investors. At the same time, I promptly informed the company’s Board Secretary Office of investors’ calls and visits, e-interactive questions and responses, and actively urged the company to strengthen communication with investors, improve the company’s information transparency, maintain a good relationship between the company and investors, and effectively protect the right to know and legitimate rights and interests of small and medium-sized investors.
(5) On-site work conditions
During the reporting period, I worked on-site for 18 hours Every day, by attending the company's board of directors special committee meetings, board of directors meetings, shareholders' meetings and other meetings, carefully participate in various meetings, review in advance, attend in person, participate in discussions, reasonably weigh, and vote prudently, to help improve the scientific nature and effectiveness of the board's governance structure and internal control; use attendance at meetings, to the company Conduct on-site inspections and other opportunities, carefully listen to the work reports of the management, and conduct full communication with the management in order to promptly and accurately grasp the company's operating status and standardized operation details; pay attention to the impact of the external environment on the company, and use professional advantages and experience to provide rational opinions and suggestions for the company's standardized operations. At the same time, we maintain communication with the company’s directors, senior managers and relevant staff through meetings, phone calls and other means, actively pay attention to the implementation of board resolutions, the implementation of information disclosure work and the progress of major events, keep abreast of the company’s operating dynamics, and faithfully perform the duties of independent directors.
(6) The company’s cooperation with independent directors
During the reporting period, the company's management attached great importance to communication with me and actively cooperated with the independent directors' work. Before each special committee and the board of directors convened, I fully understood and verified the meeting proposals, and inquired about the company on relevant matters. I received timely feedback, which fully guaranteed the company's independent directors' right to know and provided convenient conditions for my independent work.
3. Matters of focus in annual performance of duties by independent directors
In 2025, I conscientiously performed my duties as an independent director. Regarding various proposals that need to be reviewed by the board of directors, I extensively understood the relevant information before the meeting, and carefully reviewed the contents of the proposals during the meeting. On this basis, I exercised my voting rights independently, objectively and prudently. The key matters of focus are as follows:
(1) Related transactions that should be disclosed
During the reporting period, the company managed related transactions in accordance with the "Corporate Related Transaction Management System" and no related transactions that should be disclosed occurred.
(2) Changes or exemptions from commitments by listed companies and relevant parties
During the reporting period, I have continued to pay attention to the implementation of the commitments of the company and shareholders. Up to now, the company and shareholders have strictly fulfilled various commitments. There has been no violation of commitments, nor has there been any change or exemption from 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 had no acquisitions or acquisitions.
(4) Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports
During the reporting period, the company strictly followed the relevant provisions of the "Shanghai Stock Exchange Stock Listing Rules" and "Measures for the Administration of Information Disclosure of Listed Companies", conscientiously performed its information disclosure responsibilities, and ensured the authenticity, accuracy, completeness, timeliness and openness of information disclosure, without any false records, misleading statements or major omissions. I have conducted a comprehensive review of the "2024 Annual Report", "2024 Internal Control Evaluation Report", "2025 First Quarter Report", "2025 Semi-Annual Report" and "2025 Third Quarter Report" released by the company in 2025, and confirmed that the company's information disclosure work is strict and compliant, and effectively protects the legitimate rights and interests of investors.
(5) Appointment and dismissal of accounting firms that undertake the audit business of listed companies
During the reporting period, the company continued to hire Zhonghua Accounting Firm (Special General Partnership) as the auditor for the 2025 annual financial report and internal control. I believe that Zhonghua Accounting Firm (Special General Partnership) has rich experience and professional capabilities in providing audit services for listed companies, can fully meet the company's 2025 financial audit and internal control audit work needs, and can independently and objectively audit the company's financial status and internal control status. The review process for the company's re-appointment of the accounting firm strictly followed the relevant laws, regulations and the provisions of the Articles of Association, and there was no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.
(6) Appointment or dismissal of financial officers of listed companies
During the reporting period, the company did not appoint or dismiss financial directors of listed companies.
(7) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards
During the reporting period, 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
On January 7, 2025, the company's board of directors reviewed and approved the "Proposal on the By-Election of Director Candidates for the Company's Eleventh Board of Directors"; on January 23, 2025, the company's 2025 First Extraordinary Shareholders Meeting reviewed and approved the "Proposal on the By-Election of Non-Independent Directors of the Company's Eleventh Board of Directors". On the same day, the Company's Board of Directors elected Mr. Deng Haibin as Chairman of the Company's Eleventh Board of Directors. I believe that Mr. Deng Haibin meets the requirements for directors of listed companies and has the conditions and ability to perform his duties.
(9) Remuneration of directors and senior managers
The company held the eighth meeting of the 11th Board of Directors on April 17, 2025, and reviewed and approved the "Proposal on the Remuneration of Executives in 2024" and the "Proposal on the Remuneration of Directors in 2024". Among them, the "Proposal on the Remuneration of Directors in 2024" was submitted to the company's 2024 annual shareholders' meeting for review and was ultimately adopted. I believe that the remuneration plan for the company's directors and senior executives fully takes into account the company's actual business development and other actual conditions, and is formulated with reference to industry and regional remuneration levels. The review process also strictly follows the provisions of relevant laws and regulations, so I express my agreement. The relevant directors abstained from voting on the proposal.
4. Overall evaluation and suggestions
As an independent director of the company and concurrently serving as the director of the audit committee of the board of directors, I will always adhere to the core principles of objectivity, impartiality and independence in 2025, strictly abide by the bottom line of the dual responsibilities of an independent director and the director of the audit committee of the board of directors, effectively guarantee my independence in performing my duties, and always regard safeguarding the legitimate rights and interests of small and medium-sized shareholders and ensuring the sustainable and healthy development and overall interests of the company as the core goals of performance of my duties. During the reporting period, on the one hand, I actively participated in various meetings of the company's board of directors, comprehensively and in-depth review of various major matters such as the company's operation and management, major investment and financing, and internal control. I carefully studied the meeting materials, combined with my own professional advantages, and prudently expressed independent opinions to provide pragmatic and efficient support for the board of directors' scientific decision-making and standardized operations. On the other hand, I effectively performed the duties of the director of the audit committee of the board of directors, taking the lead in coordinating the board's review. We will supervise the work of the Planning Committee, urge the Audit Committee of the Board of Directors to operate in a standardized manner, focus on supervising the authenticity, accuracy and completeness of the company's financial reports, review the soundness and effectiveness of the company's internal control system, supervise the implementation of internal audit work, verify major risk hazards, strengthen the company's financial supervision and risk prevention and control, help the company improve its governance structure, prevent operating risks, and effectively play the dual role of audit supervision and professional control.
Looking forward to 2026, I will continue to strictly abide by relevant laws, regulations and regulatory requirements such as the Company Law, Securities Law and the Company's Articles of Association, adhere to the principles of prudence, diligence and loyalty in performing duties, have a high sense of responsibility and mission, balance the dual responsibilities of an independent director and the director of the audit committee of the board of directors, and be responsible to the company and all shareholders, especially small and medium-sized shareholders. In the future, we will further strengthen our responsibility to fulfill our duties, give full play to the three core roles of independent directors in decision-making participation, supervision and checks and balances, and professional consulting. At the same time, we will focus on the core responsibilities of the director of the audit committee of the board of directors, further improve the operational efficiency of the audit committee of the board of directors, help the board of directors improve the quality of decision-making and leadership effectiveness, promote the company's optimization of operation and management, enhance core competitiveness and operating performance, effectively safeguard the public image and overall interests of listed companies, and resolutely protect the rights of small and medium-sized shareholders to know, participate, supervise, and earn.
This is reported.
Independent Director: Li Zhijun
April 22, 2026