Shareholders' meeting heard: 2025 independent directors' performance report - Liu Junyi
Ganli Pharmaceutical Co., Ltd.
Annual independent directors’ performance report
2025
As an independent director of Ganli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), in 2025, I will be able to strictly comply with the provisions of laws, regulations, such as the Company Law, the Securities Law, the Code of Governance of Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, and the Articles of Association, perform my duties diligently, give full play to the independent role of an independent director, and safeguard the interests of the company and all shareholders. I will now report my work situation in 2025 as follows:
1. Basic information of independent directors
(1) Personal work resume and professional background
I am Liu Junyi, independent director of the company, male, born in 1953, Ph.D., graduated from Newcastle University.UK. He graduated from the School of Pharmacy of Beijing Medical University in 1975 and stayed at the school to teach and engage in teaching and scientific research in organic chemistry, bioorganic chemistry, and medicinal chemistry. From 1989 to 1994, he majored in bioorganic and medicinal chemistry at the School of Chemistry and Biochemistry at Newcastle-Cambridge University in the UK, and received a PhD in Science. From 1994 to 1997, he worked as a postdoctoral researcher in Newcastle, UK, engaged in research on antiviral and antitumor drugs. From 1997 to 2020, he served as professor and dean of medicinal chemistry and chemical biology at Peking University School of Pharmacy. From May 2025 to present, he serves as an independent director of the company.
(2) Explanation of whether there are circumstances affecting independence
As an independent director of the company, during my tenure, I have not held any other position in the company other than as an independent director. I have no relationship with the company or its controlling shareholders that may hinder my independent and objective judgment. I have also not obtained additional, undisclosed interests from the company, its controlling shareholders and their related parties. Therefore, there are no circumstances affecting independence.
2. Performance of duties in 2025
(1) Attendance of independent directors at meetings
- Attendance at board of directors and shareholders’ meetings
In 2025, during my tenure, the company held a total of 6 board meetings and 1 extraordinary shareholders' meeting. In line with the principles of diligence, pragmatism, integrity and responsibility, before the company's board of directors convenes, I carefully review relevant materials, and with the company's effective support and cooperation, carefully understand the company's production and operation and operation, obtain sufficient information, and make necessary preparations for meeting decisions. During the meeting, each proposal was carefully reviewed, actively participated in the discussion and put forward rational suggestions, and voted in favor of each proposal without any objection or abstention, which played a role in the correct and scientific decision-making of the board of directors. I took advantage of the opportunity to participate in the board of directors and shareholders' meetings to understand the company's production, operation and financial status. I listened to the company's management's reports on the company's operating conditions and standardized operations many times, and played a positive role in improving the decision-making level of the company's board of directors.
Specific attendance details are as follows:
Whether two consecutive
Directors who should attend this year Attend in person Attend by proxy Name of director who attended the general meeting of shareholders Number of absences Did not attend in person
Number of meetings times times times
Add meeting
Liu Junyi 6 6 0 0 No 1 2. Attendance at meetings of special committees of the board of directors
During the reporting period, I served as a member of the Nomination Committee and Chairman of the Remuneration and Appraisal Committee of the company's Board of Directors.
During the reporting period, during my tenure, the company convened 1 meeting of the Nomination Committee of the Board of Directors. As a member, I carefully reviewed matters such as the company’s designated acting financial person-in-charge and submitted them to the Board of Directors for review, thus fulfilling my duties as a member of the Nomination Committee.
During the reporting period, during my tenure, the company convened 1 meeting of the Remuneration and Appraisal Committee. As a member, I carefully reviewed the three-year evaluation targets of the company's new management team and submitted them to the Board of Directors for review, thus fulfilling my duties as a member of the Remuneration and Appraisal Committee.
- Attendance at special meetings of independent directors
During the reporting period, the company held a special meeting of independent directors. As an independent director, I carefully reviewed the company's new related parties and new related party transactions and submitted them to the board of directors for review, thus fulfilling my duties as an independent director.
(2) Independent directors’ inspection and other performance of duties
During the reporting period, I visited the company many times for on-site inspections to keep abreast of the company's daily operating conditions and possible risks, and actively paid attention to the implementation of board resolutions, information disclosure, the construction and implementation of the internal control system and the progress of major matters. Maintained daily contact with the company's management and board of directors' office through meetings, conferences, phone calls, etc., and communicated on various issues of concern to independent directors.
In 2025, while serving as an independent director of the company, he did not exercise the special powers of independent directors listed in Article 18, Paragraph 1 of the "Administrative Measures for Independent Directors of Listed Companies".
(3) The company’s cooperation with independent directors
In 2025, during the review process of major matters such as the company's financial annual audit, I communicated with the company's senior executives to fully understand the company's operating and development situation, used professional knowledge and corporate management experience to put forward constructive opinions and suggestions on relevant proposals of the company's board of directors, and fully played the role of guidance and supervision. The company's management attaches great importance to communication with me, and regularly reports on the company's production and operation status and the progress of major events, providing complete conditions and support for me to perform my duties.
(4) Communication with internal audit institutions and accounting firms
In 2025, I communicated with the company's internal audit and accounting firm many times, and conducted in-depth discussions and exchanges with the accounting firm on issues such as regular reports, maintaining the objectivity and fairness of the audit results.
(5) Safeguarding the legitimate rights and interests of investors
In 2025, I will perform my duties in strict accordance with the relevant provisions of relevant laws and regulations. For every proposal that needs to be reviewed by the board of directors, I will carefully review the relevant materials, understand the relevant information, and use my professional knowledge to make independent and fair judgments. When expressing opinions, we are not affected by the company and major shareholders, and effectively safeguard the legitimate rights and interests of small and medium-sized shareholders.
3. Matters of focus in annual performance of duties
(1) Related transactions
After verification, the prices of the company's related-party transactions in 2025 were fair, the decision-making procedures complied with relevant laws and regulations, and there was no harm to the interests of the company and shareholders. The related transactions that occurred in 2025 will not affect the company's independence, and the company will not rely on related parties due to these related transactions.
(2) Plans for listed companies and relevant parties to change or waive their commitments
In 2025, the company and shareholders performed their duties strictly in accordance with their commitments, and no violations of commitments occurred.
(3) Decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition
In 2025, there will be no acquisition of the company.
(4) 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.
(5) Nomination and remuneration of directors and senior managers
During the term of office, the company's board of directors appointed a new generation of senior managers. After a qualification review by the Nomination Committee of the Board of Directors, the directors elected and senior managers employed by the company are not unfit to serve as senior managers of listed companies as stipulated in laws, regulations and normative documents, or have been determined as market bans by the China Securities Regulatory Commission and have not yet been released. Their qualifications are legal, and they have the qualifications and professional capabilities to serve as senior managers of listed companies. The nomination and election procedures comply with the provisions of laws, regulations and the Articles of Association.
(6) Appointment or change of accounting firm
During the term of office, the company did not hire or change accounting firms.
(7) Fulfillment of commitments by the company and shareholders
In 2025, the company and shareholders performed their duties strictly in accordance with their commitments, and no violations of commitments occurred.
(8) Implementation of internal control and internal control evaluation report
In 2025, the company revised and improved various internal management systems and continuously improved the internal control system; the company's internal control system complies with the requirements of relevant national laws, regulations and departmental rules, is consistent with the company's actual situation, and can ensure the smooth development of the company's operations and management. I believe that the actual operation of the company's internal control and internal control evaluation report comply with the requirements of the governance standards for listed companies issued by the China Securities Regulatory Commission.
(9) Operations of the Board of Directors and subordinate special committees
In 2025, the company's board of directors and its subordinate special committees operated in accordance with the "Articles of Association" and relevant internal control systems. During the reporting period, the company's special committees held multiple meetings to review important matters such as the company's financial report and senior management remuneration, and provided professional opinions to the company's board of directors.
(10) Disclosure of financial information in financial accounting reports and periodic reports
During the term of office, the company strictly operated in accordance with the requirements of various laws, regulations, and rules. The financial information in the periodic reports prepared was true, accurate, and complete. The contents did not contain any false records, misleading statements, or major omissions, and truly reflected the company's financial status and operating results during the reporting period.
(11) Dismissal of the financial director of a listed company
During the term of office, due to the company's business adjustments, the company's board of directors held the sixth meeting of the fifth board of directors, and reviewed and approved the "Proposal on Dismissal of Senior Management Personnel" and "Proposal on Appointing Ms. Zhou Li to Act as Financial Manager". The Audit Committee and Nomination Committee of the Board of Directors have conducted prior deliberation. The review and disclosure procedures for this matter are in compliance with the relevant provisions of laws, regulations and the Articles of Association.
(12) Equity incentives related
During the term of office, the company reviewed and disclosed relevant matters such as the repurchase and cancellation of some restricted stocks and adjustment of the repurchase price, the lifting of sales restrictions in the 2022 restricted stock incentive plan, and the lifting of sales restrictions in the 2024 restricted stock incentive plan. The above matters are in compliance with laws, regulations and the relevant provisions of the Articles of Association, and will not have a significant impact on the company's financial status, operating results and ability to continue operating, and will not harm the interests of the company and shareholders.
4. Overall evaluation
In 2025, as an independent director of the company, I strictly followed the provisions of the Company Law, Securities Law and other laws and regulations and the Articles of Association, and based on the principles of objectivity, impartiality and independence, earnestly performed my duties, participated in the decision-making of matters reviewed at various meetings of the company, exercised my voting rights prudently and objectively, and expressed independent opinions. I gave full play to my role as an independent director and effectively safeguarded the legitimate rights and interests of the company and shareholders, paying special attention to the protection of the legitimate rights and interests of small and medium-sized shareholders.
In 2026, I will continue to strictly abide by the requirements of laws and regulations for independent directors, carefully study laws, regulations and relevant provisions, strengthen communication and collaboration with the company's board of directors and management, faithfully, diligently and responsibly perform the duties of an independent director, make full use of my professional expertise to actively provide scientific and reasonable decision-making suggestions, effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders, and play a positive role in the company's continued standardized operations and sustainable development.
Finally, I would like to thank the company for its strong support and active cooperation in my work in 2025.
Independent Director: Liu Junyi Ganli Pharmaceutical Co., Ltd.
April 23, 2026