Stellie: Work report of independent directors (Mao Meiying)
Zhejiang Stell Pharmaceutical Co., Ltd.
2025 Independent Directors’ Work Report
As an independent director of Zhejiang Stell Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), in 2025, I will perform my duties faithfully, diligently and responsibly in strict accordance with the "Company Law", "Securities Law", "Administrative Measures for Independent Directors of Listed Companies", "Articles of Association" and other laws and regulations and other requirements, and actively He actively participated in the company's shareholders' meetings, board of directors and special committee meetings, and independent directors' special meetings, and expressed fair and objective independent opinions on relevant matters reviewed by the board of directors, providing support for the scientific decision-making of the board of directors, promoting the company's sustainable development, and safeguarding the legitimate interests of the company and shareholders, especially small and medium-sized shareholders. The following report is made to the Board of Directors on the work situation in 2025:
1. Personal resume and part-time job situation
I am Mao Meiying, born in 1963, Chinese nationality, no permanent residence abroad, bachelor degree, senior accountant title. He once served as deputy section chief of the Planning and Finance Department of Linhai Long-distance Passenger Transport Company, deputy manager of the Planning and Finance Department of Zhejiang Taizhou Expressway Construction and Development Co., Ltd., and director of the Finance Department of Taizhou Taijin Expressway Construction Headquarters. He is currently an independent director of Xinzi Group Co., Ltd., an independent director of Lutian Machinery Co., Ltd., and an independent director of the company.
2. Description of independence
I do not hold any other position in the company other than as an independent director, and I have no relationship with the company and its major shareholders that may hinder my independent and objective judgment. Neither I nor my immediate family members or major social relations hold positions in the company or its affiliated enterprises. I perform my duties independently and am not influenced by the company's major shareholders, actual controllers, or other organizations or individuals with an interest in the company. There are no circumstances that affect my independence.
3. Annual performance of duties
(1) Meeting attendance
In 2025, as an independent director, I attended the required special meetings of independent directors, meetings of special committees under the board of directors, board meetings and shareholders' meetings, participated in the discussion and review of the above-mentioned meeting proposals and related matters, and raised no objections to the proposals of the board of directors and shareholders' meetings and other matters considered. Attendance at relevant meetings during the reporting period is as follows:
- Attendance at board of directors meetings and shareholders’ meetings
Attendance at shareholder meetings and board of directors meetings
Situation Independent Director Should this year be continuous? Should this year be
In person and by communication
Name of person Participating director Absent Two times not personally Participating in shares Attendance in person Method of participation Attendance
The number of meetings since the number of meetings attended and the number of seats added to the number of meetings
Number of discussions
Mao Meiying 6 6 6 0 0 No 2 2 Note: Participation through communication is deemed to be attended in person. The number of shareholders’ meetings includes 2 extraordinary shareholders’ meetings.
- Attendance at special meetings of independent directors
Attendance at special meetings of independent directors
independent director
You should attend this year. Attendance times in person. Attendance times by communication. Attendance times by proxy.
Name Number of absences
Number of board meetings Number of times of participation
Mao Meiying 1 1 1 0 0 Note: Participating by communication means attending in person
- Attendance at meetings of special committees of the board of directors
Remuneration and Appraisal Committee
Audit Committee Nomination Committee Strategy Committee
Ben Ben Ben Ben
real real real real
year year year year
Independent Directors are missing
should should should should
Name of person Attend Attend Attend Attend
seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats seats
times times times times times times times times times
Count Count Count Count
Count Count Count Count
Mao Meiying 5 5 0 0 0 0 1 1 0 0 0 0Note: Participating by communication will be deemed as attending in person
(2) Daily work situation
In 2025, I conscientiously performed my duties as an independent director and attended special meetings of independent directors, special committee meetings of the board of directors, board of directors meetings and shareholders' meetings in a prudent, responsible, active and serious manner. Regarding the major matters involved in the relevant meetings, I carefully reviewed the relevant materials, listened to the company's management's introduction to the relevant situations, and put forward opinions or suggestions. Expressed pertinent and objective opinions on related party transactions conducted by the company.
During the preparation and disclosure process of the 2025 annual report, in order to effectively perform the duties of an independent director, I fully listened to the company's report on the financial and internal audit situation, fully communicated with the internal audit agency and the annual audit CPA on the company's financial and business conditions, and communicated and exchanged with the annual audit CPA on the audit work of the 2025 annual report, and learned about the company's 2025 annual audit accounting firm. The annual audit work is arranged. After the annual audit certified public accountant completes the on-site work and issues the first draft, the prepared financial accounting report (first draft) is reviewed to ensure that the company's 2025 annual report is disclosed as scheduled.
(3) On-site investigation of the company
In 2025, I will carefully study various laws, regulations and regulatory policies issued by the China Securities Regulatory Commission, exchanges, and listed companies associations, strengthen my own learning, effectively enhance the ability to protect the interests of the company and investors, and form a consciousness of consciously protecting the rights and interests of public shareholders.
In 2025, I made full use of opportunities to participate in the company's board of directors, special meetings of independent directors, special committee meetings of the board of directors, and shareholders' meetings, and maintained close contact with other directors, senior executives and relevant staff of the company through video conferences, phone calls, emails and other methods, to gain an in-depth understanding of the company's operating conditions, management and financial status, internal control operations and the progress of major events, and to understand the company's operations and standardized operations. I also actively pay attention to the impact of external environment and market changes on the company, pay attention to relevant media reports on the company, and be able to understand and grasp the progress of major company matters in a timely manner.
(4) The company’s cooperation with independent directors
The company's management maintains regular communication with the independent directors so that the independent directors can keep abreast of the company's production and operation conditions. At the same time, before convening the board of directors and related meetings, the company carefully organized and prepared meeting materials and delivered them timely and accurately, which provided convenient conditions for independent directors to carry out their work and actively and effectively cooperated with the work of independent directors.
4. Matters of focus in annual performance of duties
(1) Related transactions that should be disclosed
In 2025, related transactions that companies should disclose include:
- Proposal on the expected daily related transactions in 2025;
The above-mentioned related-party transactions submitted to the board of directors for review were based on the relevant information provided by the company's management and the evaluation results and opinions of the intermediaries on relevant matters. As an independent director, I expressed my opinions at the audit committee and the independent directors' special meeting that reviewed the above-mentioned related-party transactions. I believed that the company's above-mentioned related-party transactions followed fair, just and equitable business principles. The related directors abstained from voting when reviewing the proposals, and the voting procedures complied with the provisions of relevant laws and regulations. These related transactions are in line with the company's long-term development needs and the interests of all shareholders, and do not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
(2) External guarantees and capital occupation
In accordance with relevant regulations such as the "Supervisory Guidelines for Listed Companies No. 8 - Supervisory Requirements for Capital Transactions and External Guarantees of Listed Companies", I conducted a special review of the company's external guarantees and fund occupation by related parties during the reporting period.
During the reporting period, the company did not have any form of guarantee for enterprises and individuals outside the scope of the consolidated statements, nor did it have any guarantees for enterprises or individuals outside the scope of the consolidated statements that occurred in previous periods but continued into this reporting period. The guarantees provided by the company and its subsidiaries for the company's wholly-owned subsidiaries, controlled subsidiaries, etc. were all guaranteed by the board of directors and/or or shareholders meeting for deliberation, the decision-making process for external guarantees complies with relevant laws, regulations, listing rules and the Articles of Association, does not violate relevant laws, regulations and regulations of regulatory agencies, and does not damage the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders. The company has conscientiously fulfilled its information disclosure obligations on external guarantees. During the reporting period, the company had no non-operating funds occupied by the controlling shareholder and its related parties.
(3) Use of raised funds
During the reporting period, I carefully reviewed the actual use of the company's raised funds.
Regarding the special report on the storage and use of raised funds of the company, I believe that: the "Special Report on the Storage and Use of Raised Funds in 2024" and "2025" prepared by the company The contents of the "Special Report on the Deposit and Use of Raised Funds for the Half Year" are true, accurate and complete, and there are no false records, misleading statements or major omissions. The deposit and actual use of the company's raised funds complies with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the storage and use of raised funds of listed companies, and the relevant provisions of the company's "Administrative Measures for the Use of Raised Funds". There are no violations in the storage and use of raised funds.
Regarding the completion of the company’s investment projects with raised funds, adjustment of the investment scale, and the permanent replenishment of working capital with the remaining raised funds, I believe that the company’s adjustment of the investment scale of the raised funds investment projects and the termination of the construction of the first, second and second phases of the production line are based on the current market environment. It is a prudent decision made based on the actual situation of the environment, the company's strategic development and project implementation. It does not change or change the investment direction of the raised funds in disguise. It will not affect the normal operation of the raised investment projects and will not have a major adverse impact on the company's normal operations. It is in line with the company's development strategy and the interests of all shareholders.
(4) Nomination and remuneration of senior management personnel
In April 2025, the company plans to appoint a deputy general manager. After carefully reviewing the information of the company's candidates, I believe that: the qualifications of the deputy general manager candidate comply with the relevant provisions of the "Company Law of the People's Republic of China", the Shanghai Stock Exchange Stock Listing Rules, the Articles of Association and other relevant provisions. The educational background and work experience of the appointed deputy general manager have the corresponding qualifications and are qualified for relevant responsibilities, which is conducive to the development of the company. There is no situation in which the company is not prohibited from serving as a senior manager of the company as stipulated in the "Company Law", the Articles of Association and other provisions. The proposal has been reviewed and approved by the company’s nomination committee and board of directors.
In April 2025, the 15th meeting of the company's fifth board of directors reviewed and approved the "Proposal on the 2025 Remuneration of the Company's Directors, Supervisors and Senior Management Personnel". I believe that the remuneration of directors, supervisors and senior managers complies with the relevant provisions of the company's performance appraisal and remuneration system, and the remuneration is in compliance with relevant laws, regulations and the company's articles of association, which is conducive to mobilizing the enthusiasm of the company's management team.
(5) Appointment or change of accounting firm
During the reporting period, the 18th meeting of the company’s fifth board of directors and the first extraordinary shareholders’ meeting in 2025 reviewed and approved the “Proposal on Renewing the Company’s Audit Institution for 2025”.
When Tianjian Accounting Firm (Special General Partnership) provided the company with 2024 financial report and internal control audit services, it strictly abided by professional ethics, followed independent, objective and fair professional standards, and successfully completed various audit services agreed with the company. The company's procedures for re-appointing an accounting firm comply with relevant provisions of laws, regulations and the Articles of Association. In order to ensure the continuity and integrity of the company's audit work, I agree to re-appoint Tianjian Accounting Firm (Special General Partnership) as the company's financial report and internal control audit agency for 2025.
(6) Cash dividends and other investor returns
The company's profit distribution plan for 2024 is: based on the total share capital on the registration date of equity distribution, a cash dividend of 1.50 yuan (tax included) will be distributed to all shareholders for every 10 shares. Based on the company's total share capital of 438,409,881 shares as of December 31, 2024, a total cash dividend of 65,761,482.15 yuan (tax included) is planned to be distributed.
Among them: a cash dividend of RMB 0.5 (tax included) per 10 shares has been distributed in the mid-term of 2024, with a cash dividend of RMB 21.9205 million; at the end of 2024, a cash dividend of RMB 1.0 (tax included) per 10 shares is planned to be distributed, with a cash dividend of RMB 43.841 million.
The company's mid-term profit distribution plan for 2025 is: based on the total share capital on the registration date of equity distribution, a cash dividend of 0.5 yuan (tax included) will be distributed to all shareholders for every 10 shares. Based on the company’s total share capital of 438,409,881 shares as of June 30, 2025, a total cash dividend of RMB 21,920,494.05 (tax included) is planned to be distributed.
I have reviewed the above-mentioned profit distribution plan after comprehensively considering the company's operating development, reasonable returns to shareholders and other factors, and believe that the cash dividend plan balances the company's current capital needs and future development investment, short-term cash dividend returns to shareholders and medium- and long-term returns, reflects the company's reasonable returns to investors, takes into account the reasonable needs of the company's operation and development, and does not harm the interests of the company and small and medium-sized investors.
(7) Disclosure of financial information in financial accounting reports and periodic reports
In accordance with the relevant requirements of the Shanghai Stock Exchange for information disclosure in periodic reports and other temporary announcements, as an independent director and chairman of the audit committee, I carefully review the meeting materials to ensure the authenticity, completeness and accuracy of relevant information, and to ensure the legality and compliance of information disclosure. We actively cooperated with and supervised the preparation of the company's 2024 annual report, 2025 first quarter report, 2025 semi-annual report, 2025 third quarter report and 2025 annual report. We learned from the company's management about the production and operation conditions of subsidiaries and the progress of major events, reviewed the company's regular reports and related information, and did a good job in keeping confidentiality before disclosure.
(8) Fulfillment of commitments by the company and shareholders
During the reporting period, the company and its shareholders did not violate their commitments.
(9) Implementation of information disclosure
During the reporting period, the company's information disclosure strictly complied with relevant laws and regulations such as the Company Law, Securities Law, Shanghai Stock Exchange Stock Listing Rules and the Articles of Association, and disclosed relevant announcements truthfully, accurately, timely and completely. The company's announcements are disclosed on the Shanghai Stock Exchange website and designated newspapers in accordance with regulations. A total of 59 temporary announcements were disclosed throughout the year, ensuring that the company's shareholders and investors can obtain company information in a timely, equal and convenient manner, and safeguarding the legitimate rights and interests of the company and investors.
(10) Implementation of internal control
The company strictly complies with the Company Law, Securities Law, Code of Governance of Listed Companies and the relevant requirements of the China Securities Regulatory Commission and Shanghai Stock Exchange, constantly improves the company's corporate governance structure, establishes and improves internal control systems, standardizes company operations, and effectively safeguards the interests of the company and all shareholders. In 2025, the company will continue to do a good job in internal control construction and internal control self-evaluation in accordance with the "Basic Standards for Enterprise Internal Control". The company successfully completed the internal control evaluation work, prepared an internal control evaluation report, and conducted an internal control audit by an audit agency.
I believe that the company has established and improved business processes and internal control systems, and they can be effectively implemented. The internal control evaluation report issued by the company objectively reflects the actual situation of the company's current internal control system construction and implementation. The internal control system complies with the relevant requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange and has no major defects.
(11) Operations of the Board of Directors and subordinate special committees
The company's board of directors consists of the Strategy Committee, the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee. Based on the resume and expertise of the independent directors, we serve as chairman or member of each professional committee respectively.
In 2025, the 18th meeting of the company's fifth board of directors and the first extraordinary shareholders' meeting in 2025 reviewed and approved the "Proposal on Cancellation of the Board of Supervisors and Amendment of the Company's Articles of Association", agreeing to cancel the Board of Supervisors and let the Audit Committee of the Board of Directors take over the powers of the original Board of Supervisors.
As a member of the special committees of the Board of Directors, in accordance with relevant laws, regulations and the Articles of Association, and in light of the actual situation of the company, I make full use of my professional experience, faithfully perform my respective duties with a serious, responsible, diligent and honest attitude, and convene and participate in meetings of various special committees. Each special committee reviewed major matters of the company, and after reaching opinions, put forward opinions and suggestions to the company's board of directors.
5. Overall evaluation and suggestions
2025 In 2017, as an independent director of the company, I have continued to maintain my independence in strict accordance with the requirements of the Company Law, the Securities Law of the People's Republic of China, the Administrative Measures for Independent Directors of Listed Companies and other relevant laws and administrative regulations as well as the company's Independent Director System. In the spirit of integrity and diligence, I have served all shareholders, especially China The small shareholders have a responsible attitude, fulfill the obligations of independent directors in accordance with the requirements of various laws and administrative regulations, play the role of independent directors, carefully review the major matters resolved by the company's board of directors, and exercise their voting rights independently, prudently and objectively, and effectively safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
In 2026, I will continue to strictly abide by the relevant requirements of laws, regulations and company systems, maintain a rigorous and serious attitude, effectively perform the relevant duties of independent directors, enhance the decision-making ability and leadership level of the board of directors, better exert the functions and role of independent directors, and promote the company's stable operations.
This is reported.
Independent Director: Mao Meiying
April 29, 2026 [This page has no text, it is the signature page of the 2025 independent directors’ performance report of Zhejiang Stell Pharmaceutical Co., Ltd.]
Independent Director:
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Mao Meiying