2025 Annual Work Report of Independent Directors of Guizhou Sanli Pharmaceutical Co., Ltd. (Chen Shigui)
Guizhou Sanli Pharmaceutical Co., Ltd.
Independent Directors’ 2025 Annual Work Report
(Chen Shigui)
In accordance with the China Securities Regulatory Commission's "Shanghai Stock Exchange Stock Listing Rules", "Listed Company Governance Code", "Administrative Measures for Independent Directors of Listed Companies" and "Guizhou Sanli Pharmaceutical Co., Ltd.'s Articles of Association" (hereinafter referred to as the "Articles of Association") and other relevant regulations, as Guizhou Sanli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") independent director, in line with the principles of independence, objectivity and impartiality, I actively attended the relevant meetings held by the company in 2025, carefully reviewed various proposals, and expressed independent opinions on related matters, effectively safeguarding the interests of the company and the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.
The report on duty performance in 2025 is as follows:
1. Basic information of independent directors
I am Chen Shigui: male, Chinese nationality, born in November 1963, no permanent overseas residence, certified accountant, certified asset appraiser, certified tax agent, registered real estate appraiser, registered land appraiser. Obtained a bachelor's degree in engineering from Beijing University of Aeronautics and Astronautics in July 1996, majoring in management engineering. He has successively served as director of the audit department of Shunde Zhixin Accounting Firm, assistant to the director of Guiyang Xinhua Accounting Firm, deputy general manager of Yunnan Asia-Pacific Accounting Firm Guizhou Branch, deputy general manager of Asia-Pacific Zhonghui Accounting Firm Co., Ltd., deputy general manager of China Shen Asia-Pacific Accounting Firm Co., Ltd., and currently serves as deputy general manager of Guizhou Zhengyi Accounting Firm Co., Ltd., independent director of Shanghai Miracle Pharmaceutical Investment Management Co., Ltd., and independent director of Guizhou Yongji Printing Co., Ltd. From December 2022 to present, he serves as an independent director of the company.
As an independent director of the company, I, my immediate family members and major social connections do not hold any office in the company or its affiliated enterprises, nor do I hold any office in a shareholder unit that directly or indirectly holds 5% or more of the company's issued shares; I do not provide financial, legal, management consulting, technical consulting or other paid services to the company and its affiliated enterprises, nor do I obtain other undisclosed interests from the company, its major shareholder units or interested institutions, and there is no situation that affects independence.
2. Annual performance overview of independent directors
(1) Attendance at board of directors and shareholders’ meetings
I attended the meeting in strict accordance with the relevant regulations. On the basis of a full understanding of the proposals, I expressed independent opinions prudently and exercised my voting rights in a scientific and rigorous manner. During the voting process, I all voted in favor and there was no objection or abstention. In 2025, the company held a total of 10 board of directors meetings and 2 shareholders' meetings. The board of directors and shareholders' meetings that I participated in are as follows:
Participation in the Board of Directors Participation in the Shareholders’ Meeting Participation in this year In person Attendance by proxy Absence Did you miss twice in a row?
Number of shareholders’ meetings attended plus number of times attended Number of seats Number of seats attended in person
10 10 0 0 No 2
(2) Attendance at meetings of special committees of the board of directors
In 2025, the company held 7 audit committee meetings; 4 remuneration and assessment committee meetings; and 2 independent director special meetings. I was not absent without excuse. 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 Articles of Association.
As a member of the Audit Committee and the Remuneration and Appraisal Committee of the Board of Directors, I perform my duties in accordance with the working rules of the special committees of the Company's Board of Directors. I use my professional knowledge to express opinions independently, objectively and fairly, and exercise my voting rights independently with a rigorous attitude. I have effectively safeguarded the overall interests of the Company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I have raised no objections to any proposals in 2025.
(3) Exercise of powers of independent directors
During my term of office in 2025, I did not exercise the following special powers: (1) I did not propose to hire an independent intermediary agency to audit, consult or verify specific matters of the company; (2) I did not propose to the board of directors to convene an extraordinary shareholders’ meeting; (3) I did not propose to convene a board of directors meeting; (4) I did not collect shareholder rights from shareholders in accordance with the law.
(4) Communication and collaboration with internal audit institutions and external audit teams
In 2025, during the audit of the company's financial report and the preparation of the annual report, as the convener of the audit committee, I convened and convened multiple meetings of the audit committee of the board of directors, communicated with the person in charge of the company's internal audit department and certified public accountants, carefully listened to and reviewed the accounting firm's work plan for the company's annual report audit and related materials, put forward specific opinions and requirements on the overall audit strategy, gave full play to the supervisory role of independent directors, and further ensured the orderly development and timely completion of all stages of audit independence and annual report disclosure.
(5) Communication with small and medium-sized shareholders and on-site investigation of operation and management
As an independent director of the company, I perform my duties strictly in accordance with relevant laws, regulations, the Articles of Association and the company's Working System for Independent Directors, actively participate in the company's shareholders' meetings and performance briefings, listen carefully to the speeches and suggestions of small and medium-sized shareholders, strengthen communication with small and medium-sized shareholders, and effectively protect the interests of small and medium-sized shareholders. In addition, the company uses multiple channels such as investor hotlines and emails to maintain communication with small and medium-sized shareholders on a daily basis, and communicates with individuals on relevant opinions and suggestions.
I conscientiously perform my duties as an independent director, regularly conduct on-site inspections of the company's production, operations and financial status, listen to the company's management's reports on the company's production operations, project construction, internal control standard system construction and implementation of board resolutions and other standardized operations, and pay close attention to corporate governance, production, operation management and development.
(6) The company’s cooperation with independent directors
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. Matters of focus in annual performance of duties by independent directors
(1) Related transactions that should be disclosed
During the reporting period, I carefully reviewed the related transactions that the company should disclose. In accordance with the "Shanghai Stock Exchange Stock Listing Rules" and relevant regulatory requirements, I made judgments on whether the related transactions were necessary and objective, whether the pricing was reasonable, whether they harmed the interests of the company and shareholders, etc., and reviewed them in accordance with relevant procedures. After verification, the company's related-party transactions complied with market standards and did not harm the interests of the company's shareholders; the company's related-party transactions fully reflected the principles that were beneficial to the company's operation and development, and did not harm the interests of the company or small and medium-sized shareholders.
(2) Plans for listed companies and relevant parties to change or waive their commitments
During the reporting period, there were no changes or exemptions from commitments by the company and relevant parties.
(3) Decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition
Not applicable.
(4) Disclosure of financial information and internal control evaluation reports in financial accounting reports and periodic reports
During the reporting period, the company strictly complied with the requirements of the Company Law, Securities Law and other relevant laws, regulations and normative documents, prepared and disclosed periodic reports and internal control evaluation reports on time, accurately disclosed the financial data and important matters during the corresponding reporting period, and fully disclosed the company's operating conditions to investors. The above reports have been reviewed and approved by the company's board of directors and supervisory board.
During the reporting period, the company disclosed the "2024 Internal Control Evaluation Report" and the audit agency issued the "Internal Control Audit Report". In order to implement the basic norms of corporate internal control, strengthen the company's internal control, and improve the company's operation and management level and risk prevention capabilities, the company comprehensively carried out internal control construction, implementation and evaluation work, and promoted the steady implementation of the corporate internal control normative system.
(5) Appointment and dismissal of accounting firms that undertake the audit business of listed companies
During the reporting period, the company re-appointed Beijing Dehao International Accounting Firm (Special General Partnership) (former name: Beijing Dahua International Accounting Firm (Special General Partnership), hereinafter referred to as "Beijing Dehao") as the accounting firm for the company's audit business. I have carefully reviewed this and expressed my opinion that Beijing Dehao has securities-related business qualifications, and its professional competence, The ability to protect investors, independence, and integrity can meet the requirements of the company's financial reporting and internal control audit work. During the company's audit process in the previous year, it was able to perform audit work in accordance with the Independent Auditing Standards of Certified Public Accountants, follow independent, objective, and fair practice standards, truthfully reflect the company's financial status and operating results, and effectively perform the responsibilities of the audit institution. Agree to re-appoint Beijing Dehao as the company's financial audit agency and internal control auditor for 2025.
(6) Appointment or dismissal of financial officers of listed companies
During the reporting period, the company was not involved in the appointment or dismissal of 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
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
The company held the third meeting of the Nomination Committee of the fourth board of directors and the 21st meeting of the fourth board of directors on December 31, 2025 and January 8, 2026 respectively, and reviewed and approved the "Proposal on Changing the Secretary of the Company's Board of Directors". In accordance with the relevant provisions of the Company Law and the Articles of Association, the company's board of directors agreed to appoint Ms. Ju Lingke as the secretary of the company's board of directors after being nominated by the company's chairman, Mr. Zhang Hai, and subject to qualification review by the nomination committee of the board of directors. The term will be from the date of approval by the board of directors to the expiration date of the company's fourth session of the board of directors.
(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
On March 28, 2025, the company held the 11th meeting of the fourth board of directors and the 10th meeting of the fourth board of supervisors. The meeting reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks". One incentive target no longer meets the conditions for incentive targets due to resignation. The company will repurchase and cancel 60,000 restricted shares that have been granted but have not been unlocked. The proposal has been reviewed and approved by the Remuneration and Assessment Committee of the company's board of directors. On March 29, 2025, the company disclosed the "Announcement of Guizhou Sanli Pharmaceutical Co., Ltd. on the repurchase and cancellation of some restricted stocks" (Announcement No.: 2025-007) and the "Announcement of Guizhou Sanli Pharmaceutical Co., Ltd. on the repurchase and cancellation of some restricted stocks, capital reduction and notification to creditors" (Announcement No.: 2025-008).
On April 21, 2025, the company held the 12th meeting of the fourth board of directors and the 11th meeting of the fourth board of supervisors, and reviewed and approved the "Proposal on Unfulfilled Restriction Conditions in the Third Lifting Period of the 2021 Restricted Stock Incentive Plan and the Repurchase and Cancellation of Part of the Restricted Stocks". According to the relevant provisions of the "2021 Restricted Stock Incentive Plan", the company's operating performance in 2024 failed to meet the unlocking conditions for the third unlocking period of the 2021 Restricted Stock Incentive Plan, and a total of 732,000 restricted stocks (accounting for 0.18% of the company's total share capital) for the third unlocking period of the 7 incentive targets were repurchased and canceled. The proposal has been reviewed and approved by the Remuneration and Assessment Committee of the company's board of directors. On April 23, 2025, the company disclosed the "Guizhou Sanli Pharmaceutical Co., Ltd.'s 2021 Announcement on Repurchasing and Cancelling Certain Restricted Stocks and Notifying Creditors of Repurchasing and Cancelling Certain Restricted Stocks and Notifying Creditors (Announcement No.: 2025-026) of Guizhou Sanli Pharmaceutical Co., Ltd.
On July 30, 2025, the company held the 14th meeting of the fourth board of directors and the 13th meeting of the fourth board of supervisors. The meeting reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks". Two incentive targets no longer meet the conditions of incentive targets due to their resignation. The company will repurchase and cancel a total of 80,000 restricted shares that have been granted but have not been unlocked. The proposal has been reviewed and approved by the Remuneration and Assessment Committee of the company's board of directors. On July 31, 2025, the company disclosed the "Announcement of Guizhou Sanli Pharmaceutical Co., Ltd. on the repurchase and cancellation of some restricted stocks" (Announcement No.: 2025-043) and the "Announcement of Guizhou Sanli Pharmaceutical Co., Ltd. on the repurchase and cancellation of some restricted stocks, capital reduction and notification to creditors" (Announcement No.: 2025-044).
On October 24, 2025, the company disclosed the "Announcement on the Implementation of Repurchase and Cancellation of Equity Incentive Restricted Stocks of Guizhou Sanli Pharmaceutical Co., Ltd." (Announcement No.: 2025-056) on the Shanghai Stock Exchange website (www.sse.com.cn). According to the "Equity Incentive Management Measures for Listed Companies" and the company's "2024 According to the relevant provisions of the "2021 Restricted Stock Incentive Plan", the incentive objects granted to Mr. Ouyang Zhiqiang, Mr. Gu Jiyang, and Mr. Wang Xun no longer have the incentive qualifications due to their resignation. Therefore, the company will repurchase and cancel the 140,000 restricted shares that have been granted to the above three incentive objects but have not been released from sale; according to the relevant provisions of the company's "2021 Restricted Stock Incentive Plan", the company in 2024 The annual operating performance failed to meet the unlocking conditions for the third unlocking period of the plan. Therefore, the company repurchased and canceled 732,000 restricted shares that had been granted to 7 incentive targets but had not yet been unlocked. The restricted stocks repurchased and canceled this time are 10 incentive targets, including Mr. Ouyang Zhiqiang, Mr. Gu Jiyang, and Mr. Wang Xun. A total of 872,000 restricted stocks have been repurchased and canceled. The cancellation date is October 28, 2025. On October 29, 2025, the company received the securities change registration certificate from the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
On November 27, 2025, the company held the 17th meeting of the fourth board of directors and the 16th meeting of the fourth board of supervisors. The meeting reviewed and approved the "Proposal on the Repurchase and Cancellation of Certain Restricted Stocks". The incentive object, Mr. Tang Jianfeng, is no longer eligible for incentives due to his resignation. The company will repurchase and cancel a total of 200,000 restricted stocks that have been granted but have not been unlocked. The proposal has been reviewed and approved by the Remuneration and Assessment Committee of the company's board of directors. Before the deadline, the repurchase and cancellation of this part of restricted stocks had not been completed.
On November 27, 2025, the company held the 17th meeting of the fourth board of directors. The meeting reviewed and approved the "Proposal on Developing the Remuneration Management System for Directors and Senior Managers", further improving the salary management system for the company's directors and senior managers, establishing a scientific and effective incentive and restraint mechanism, and effectively mobilizing the work enthusiasm of the company's directors and senior managers. The proposal has been reviewed and approved by the Remuneration and Assessment Committee of the company's board of directors.
4. Overall evaluation and suggestions
In 2025, as an independent director of the company, I carefully studied the "Company Law", "Securities Law", "Measures for the Administration of Independent Directors of Listed Companies" and relevant laws and regulations issued by the China Securities Regulatory Commission, and participated in many online special trainings organized by the Shanghai Stock Exchange. In accordance with the requirements of various laws and regulations, pay close attention to corporate governance operations and business decisions, maintain good and effective communication with the board of directors, board of supervisors, and operating management, and perform duties faithfully and diligently. He made objective and fair judgments on matters requiring decision-making by the board of directors, and independently expressed opinions in accordance with relevant regulations, which promoted the scientificity and objectivity of the board of directors' decision-making, played a substantial role in the company's sustainable, healthy and steady development, and effectively safeguarded the legitimate rights and interests of the company and small and medium-sized shareholders.
In 2026, I will continue to study laws, regulations and relevant provisions in a spirit of seriousness, diligence and prudence, combine my own professional advantages, faithfully perform my obligations as an independent director, and supervise and urge the company's standardized operations. I will further improve my ability to perform my duties, further strengthen communication with the company's board of directors and operating management, use professional knowledge and experience to provide more constructive opinions and suggestions for the company's development, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Signature: Chen Shigui