Shareholders' meeting heard: 2025 independent director performance report - Zheng Guojun (retired)
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"), during my tenure in 2025, I was able to strictly comply with the provisions of 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 would like to report my work as an independent director of the company in 2025 as follows:
1. Basic information of independent directors
(1) Personal work resume and professional background
I am Zheng Guojun, male, born in 1968, Chinese nationality, Ph.D., graduated from the Chinese Academy of Medical Sciences. From 1998 to 2000, he engaged in postdoctoral research at the Institute of Microbiology, Chinese Academy of Sciences; from 2000 to 2001, he engaged in postdoctoral research at the French Scientific Research Center; from 2002 to present, he served as a professor at Beijing University of Chemical Technology; from 2019 to May 2025, he served 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 2 board meetings and 1 annual 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
Zheng Guojun 2 2 0 0 No 1
- Attendance at meetings of special committees of the board of directors
During the reporting period, I served as the chairman of the company's remuneration and assessment committee, a member of the audit committee, and a member of the nomination committee.
During the reporting period, the Audit Committee of the Company's Board of Directors held a total of 2 meetings during my tenure. As a member, I reviewed matters such as regular financial reports, internal control, profit distribution, and renewal of the accounting firm. I also provided suggestions for strengthening the internal control mechanism and fulfilled my duties as a member of the Audit Committee.
During the reporting period, the Nomination Committee of the Company's Board of Directors held a total of 2 meetings during my tenure. As a member, I reviewed matters such as the general election of the Board of Directors and performed my duties as a member of the Nomination Committee.
During the reporting period, the Remuneration and Appraisal Committee of the Company's Board of Directors held a total of 2 meetings during my tenure. As a member, I carefully reviewed the company's 2025 remuneration plan for directors and senior managers and submitted it 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 his term of office, the company did not hold any special meeting of independent directors.
(2) Independent directors’ inspection and other performance of duties
During my tenure, 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 "Measures for the Administration of Independent Directors of Listed Companies"
The special powers of independent directors listed in paragraph 1 of Article 18.
(3) The company’s cooperation with independent directors
In 2025, during my tenure, during the review process of major matters such as the company's financial annual audit, I communicated with the company's senior executives, comprehensively and in-depth understanding of the company's operation and development, and used professional knowledge and corporate management experience to put forward constructive opinions and suggestions on relevant proposals of the company's board of directors, giving full play to 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, during my tenure, 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 reporting, maintaining the objectivity and fairness of the audit results.
(5) Safeguarding the legitimate rights and interests of investors
In 2025, during my tenure, I performed 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 carefully reviewed the relevant materials, understood the relevant information, and used 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, during my tenure, 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 reporting period, during my tenure, the company's board of directors conducted a general election of the board of directors. After a qualification review by the Nomination Committee of the Board of Directors, the directors elected by the company's reelection committee are not unfit to serve as directors of listed companies as stipulated in laws, regulations and normative documents, or have been determined to be market prohibited persons 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 directors of listed companies. The nomination and election procedures comply with the provisions of laws, regulations and the Articles of Association.
I have reviewed the remuneration of the company's directors (non-independent directors) and senior managers, and believe that the remuneration of the company's directors (non-independent directors) and senior managers complies with the company's performance appraisal and relevant remuneration systems, and the remuneration is in compliance with relevant laws and the company's articles of association, rules and regulations.
(6) Appointment or change of accounting firm
During the reporting period, during my tenure, the company hired Grant Thornton Certified Public Accountants (Special General Partnership) to serve as the auditor of the company's 2025 annual report. The appointment procedures of the accounting firm comply with the provisions of laws, regulations, normative documents and the Articles of Association. I believe that Grant Thornton Accounting Firm (Special General Partnership) has an accounting firm practice certificate and securities, futures and other related business qualifications, and can independently audit the company's financial status and meet the company's audit work requirements.
(7) Fulfillment of commitments by the company and shareholders
In 2025, during my tenure, the company and shareholders performed their duties strictly in accordance with the commitments, and no violations of the commitments occurred.
(8) Implementation of internal control and internal control evaluation report
In 2025, during my tenure, 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 in line 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, during my tenure, 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
In 2025, during my tenure, the company strictly operated in compliance with the requirements of various laws, regulations, and rules. The financial information in the regular reports prepared was true, accurate, and complete. The content 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) Appointment of financial director of listed companies
During the term of office, the Audit Committee and Nomination Committee of the company's board of directors reviewed and approved matters related to the appointment of the company's financial officer. The company's procedures for appointing its financial officer comply with the relevant provisions of laws, regulations and the Articles of Association.
(12) Equity incentives related
In 2025, during my tenure, the company reviewed and disclosed relevant matters such as adjustments to the 2022 restricted stock incentive plan (draft) and 2024 restricted stock incentive plan (draft). 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, during my term of office, 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, effectively 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 my 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.
Finally, I would like to thank the company for its strong support and active cooperation in my work when I serve as the company's independent director in 2025.
Independent Director: Zheng Guojun Ganli Pharmaceutical Co., Ltd.
April 23, 2026