Hongri Pharmaceutical: Independent Director’s 2025 Annual Work Report (Zheng Zhongliang)
Tianjin Hongri Pharmaceutical Co., Ltd.
Independent Director 2025 Annual Work Report
(Zheng Zhongliang)
Dear shareholders and shareholder representatives:
As an independent director of the ninth session of the board of directors of Tianjin Hongri Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), in 2025, I strictly comply with the "Company Law of the People's Republic of China" and the Securities Law of the People's Republic of China The "Code of Corporate Governance for Listed Companies", "Measures for the Administration of Independent Directors of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies" and other relevant laws and regulations, as well as the relevant provisions and requirements of the "Articles of Association" and the company's "Independent Director Work System", faithfully perform the duties of independent directors, give full play to the role of independent directors and various special committees, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I would like to report on my performance of duties in 2025 as follows:
1. Basic information of independent directors
I am Zheng Zhongliang, Chinese nationality, no right of residence abroad, male, born in May 1972, doctoral candidate. Associate professor, director of the accounting department, and director of the accounting master's degree program at the School of Economics and Management, China Agricultural University. He once served as the accountant of the Third Machine Tool Factory of Beijing Machinery Bureau, the financial manager and financial director of Aifeijie International Engineering Company, the internal audit supervisor of China National Offshore Oil Corporation, an associate researcher of the Ministry of Commerce of the People's Republic of China, and an independent director of Zhengzheng Technology Co., Ltd. He is currently an independent director of the company and an independent director of Offshore Oil Engineering Co., Ltd. He has served as an independent director of the company since May 2025.
As an independent director of the company, I have carefully self-examined my independence. During my tenure as an independent director of the company, my position complied with the relevant requirements for the independence of independent directors in the "Administrative Measures for Independent Directors of Listed Companies" and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies", and there were no circumstances that affected the independence of independent directors.
2. Overview of independent directors’ performance of duties in 2025
(1) Attendance at board of directors and shareholders’ meetings
In 2025, the company held a total of 5 board meetings and 5 shareholders' meetings. During my tenure as an independent director of the company, I should attend 4 board meetings, 4 times in person, and 3 shareholders' meetings. As an independent director of the company, he has conscientiously performed his duties as an independent director and exercised his voting rights. He has not been absent, entrusted others to attend, or failed to attend the meeting in person for two consecutive times. I believe that: the company's board of directors and shareholders' meeting were convened in compliance with legal procedures, and major business decisions and other major matters have complied with relevant stipulated procedures and are legal and effective; the resolutions made at the meeting are in line with the overall interests of the company and do not damage the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. I exercised my voting rights in an objective and cautious manner, and voted in favor of all relevant matters reviewed by the board of directors. I raised no objections to any matter, and did not object or abstain from voting.
(2) Attendance at special committees of the board of directors
- The company’s board of directors has four special committees: Audit Committee, Nomination Committee, Strategy Committee and Remuneration and Appraisal Committee. In 2025, I strictly followed the requirements of the "Independent Director Work System", performed my duties conscientiously and prudently performed the duties of an independent director, understood the company's operations in detail, carefully and objectively reviewed matters that may affect the interests of the company's shareholders, especially small and medium-sized investors, expressed professional opinions at board meetings, promoted the board of directors' decisions to be in line with the overall interests of the company, and effectively protected the interests of small and medium-sized shareholders.
(1) In 2025, during my tenure as a member of the Audit Committee of the ninth session of the Board of Directors of the company, the Audit Committee held a total of 5 meetings. I convened and chaired meetings in strict accordance with the "Articles of Association", "Working System of Independent Directors", "Implementation Rules of the Audit Committee of the Board of Directors" and other laws and regulations, and diligently performed my duties and obligations to the company. Matters such as the renewal of the accounting firm, periodic reports, internal control evaluation reports, use of raised funds, and provision for asset impairment were reviewed. After full communication and discussion, all proposals were unanimously adopted. Clear independent opinions were jointly expressed with the company's other two independent directors on the above matters, and written opinions were formed and submitted to the board of directors. The opinions of the special committee were submitted to the board of directors.
(2) In 2025, during my tenure as a member and convener of the Remuneration and Assessment Committee of the ninth session of the Board of Directors, the Remuneration and Assessment Committee held a total of 1 meeting. I convened and chaired the meeting in strict accordance with the "Company Articles", "Working System of Independent Directors", "Implementation Rules of the Remuneration and Assessment Committee of the Board of Directors" and other legal and regulatory requirements. I performed my duties and obligations diligently and responsibly. "Proposal on Annual Remuneration", "Proposal on Formulating the "Remuneration Management System for Directors and Senior Management Personnel", "Proposal on Formulating the "Performance Appraisal Management System for Chairman, General Manager and Other Senior Management Personnel"", "Proposal on Determining the Chairman of the Board of Directors for 2025" After full communication and discussion, the proposal submitted to the Remuneration and Appraisal Committee for review involved the interests of directors and senior managers. All members abstained from voting on the proposal and directly submitted it to the company's shareholders' meeting for review. They jointly expressed clear independent opinions on the above matters with the company's other two independent directors, formed a written opinion and submitted the opinion of the special committee to the board of directors.
- In 2025, during my tenure as an independent director of the ninth board of directors of the company, a special meeting of independent directors was held in total, in strict accordance with the China Securities Regulatory Commission's "Administrative Measures for Independent Directors of Listed Companies" The relevant provisions of the "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operations of GEM Listed Companies" and the company's "Independent Director Work System" and other laws and regulations require the convening and hosting of meetings, diligent and responsible performance of duties and obligations, and the use of the company's semi-annual raised funds and the provision for asset impairment. The company, subsidiaries and sub-subsidiaries apply for comprehensive credit and guarantees from banks and other financial institutions to review matters such as comprehensive credit and guarantee every year. Based on the stand of independent judgment and after full communication and discussion, all proposals were unanimously adopted. Clear independent opinions were jointly expressed with the company's other three independent directors on the above matters, and written opinions were formed and submitted to the board of directors for special meeting opinions of independent directors.
(3) Exercising the powers of independent directors
In 2025, I exercised my powers as an independent director in accordance with the law and expressed my opinions, and played a role in decision-making, supervision and balance, and professional consulting in the board of directors, safeguarding the overall interests of the company and protecting the legitimate rights and interests of small and medium-sized shareholders. There is no proposal to independently hire an intermediary agency to audit, consult or verify specific matters of the company; there is no proposal to convene an extraordinary shareholders' meeting to the board of directors; there is no proposal to convene a board meeting; there is no public solicitation of shareholders' rights from shareholders in accordance with the law; there is no case of expressing independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders.
(4) Communication with internal audit institutions and accounting firms
In 2025, as an independent director of the company, I actively communicated with the company's internal audit agency and accounting firm to understand the problems encountered during the preparation of the annual report, and discussed and exchanged views on key matters of audit concern; I fully understood the company's annual report preparation and annual audit situation, carefully reviewed the company's financial report, discussed and communicated with the accounting firm on the company's regular reports, financial status, internal control, etc., and kept abreast of the progress of the preparation of financial reports and annual audit work to ensure the independent and orderly completion of the audit work.
(5) Communication with small and medium-sized shareholders
In 2025, I will actively perform my duties as an independent director, use my professional knowledge to make independent judgments in the daily performance of my duties, and effectively protect the legitimate rights and interests of small and medium-sized shareholders. Actively interact with participating investors by attending the company's shareholder meetings.
(6) On-site work on the company and the company’s cooperation with independent directors
In 2025, I focused on proactive verification of the company's production and operation status, management and internal control system construction and implementation, the implementation of board resolutions, and the progress of the company's new product research and development projects; I maintained close contact with other directors, senior managers and relevant staff of the company, and kept informed of the progress of the company's major events. I always paid attention to the impact of the external environment and market changes on the company, paid attention to relevant reports on the company by the media and the Internet, and actively made suggestions and opinions on the company's operation and management. With a clear understanding of the company's daily operating conditions, express independent opinions and exercise voting rights on relevant matters independently, objectively and prudently, and safeguard the legitimate rights and interests of the company and small and medium-sized shareholders. The total working time is 14 days.
All the work I carried out in the company received good cooperation from the company. The company's management attaches great importance to communication with independent directors, actively cooperates with and supports the work of independent directors, proactively reports the company's production and operation status, and provides corresponding information and documents, which creates convenient conditions for the performance of its duties and can effectively protect the independent directors' right to know and does not hinder independent directors from performing their duties.
(7) Other situations in performing duties
I effectively perform my duties as an independent director, carefully review relevant documents and information for every proposal submitted to the board of directors for review, and use my professional knowledge to exercise my voting rights independently, objectively and prudently.
Continue to pay attention to the company's information disclosure work, and urge the company to strictly comply with the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other laws and regulations and the relevant provisions of the company's "Information Disclosure Management System" to complete the company's information disclosure work in 2025 in a true, accurate, complete, timely and fair manner.
Perform the duties of an independent director in accordance with the requirements of laws and regulations such as the Company Law and Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies. At the same time, I always adhere to the principles of prudence, diligence and loyalty. In 2025, I will participate in Special trainings on market value management and refinancing of listed companies in the jurisdiction, policies and regulations of listed companies in the jurisdiction, corporate governance and risk prevention, comprehensive punishment and prevention of financial fraud, regular report disclosure and governance standards of listed companies organized by Tianjin Securities Regulatory Bureau, China Association of Listed Companies and Tianjin Association of Listed Companies. In accordance with the spirit of relevant documents such as the "Notice on Doing a Good Job in the 2024 Annual Reports of Listed Companies" and "Regulatory Information Notice" issued by the Tianjin Securities Regulatory Bureau, we will fully implement the study. Through training and continuous strengthening of self-study, we have a more comprehensive understanding of various laws and regulations related to listed companies and the revision of regulations, deepened and consolidated the knowledge and understanding of relevant laws and regulations such as the standardized operation of corporate governance and the protection of the legitimate rights and interests of investors, further enhanced the awareness of risk responsibility, and continuously improved the ability of independent directors to perform their duties.
3. Matters of focus in annual performance of duties by independent directors
As an independent director, I strictly follow the requirements of relevant laws and regulations such as the "Measures for the Administration of Independent Directors of Listed Companies" to urge the board of directors to make decisions in line with the overall interests of the company and protect the legitimate rights and interests of small and medium-sized shareholders. The specific situation is as follows:
(1) Related transactions that should be disclosed
In 2025, during my tenure as an independent director of the ninth session of the board of directors of the company, the company did not have any related transactions that should be disclosed.
(2) Plans for the company and relevant parties to change or waive their commitments
In 2025, 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
In 2025, the company will not be acquired.
(4) Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports
In 2025, during my tenure as an independent director of the ninth session of the company's board of directors, the company strictly followed the requirements of the Company Law, Securities Law, Information Disclosure Management Measures for Listed Companies, Shenzhen Stock Exchange GEM Stock Listing Rules and other relevant laws, regulations and normative documents, and prepared and disclosed the "2025 Semi-Annual Report and its Summary" and "2025 Third Quarter Quarterly Report" on time.
I reviewed the disclosure document reserved by the company, verified the financial information and the context of the relevant periodic reports, conducted partial cross-checking of the relevant financial information, and checked with the announcements disclosed on the Shenzhen Stock Exchange website, and accurately disclosed the financial data and company operations during the corresponding reporting period. After verification, the financial information verified during the reporting period was consistent with the relevant financial information in other temporary announcements disclosed by the company. The changes in accounting policies adopted were in compliance with the Accounting Standards for Business Enterprises and relevant laws and regulations. It would not have a significant impact on the company's financial status, operating results and cash flow for the current period, and did not involve retrospective adjustments from previous years. The above reports have been reviewed and approved by the company's board of directors and other relevant meetings. The company's directors and senior managers have all signed written confirmations on the periodic reports. The review and disclosure procedures comply with the requirements of the "Shenzhen Stock Exchange GEM Stock Listing Rules", the "Articles of Association" and other relevant regulations, and do not harm the interests of the company and other shareholders, especially the interests of small and medium-sized shareholders.
During my tenure as an independent director of the ninth session of the board of directors of the company, the company did not have any internal control evaluation report that should be disclosed.
(5) Appointment and dismissal of accounting firms that undertake the audit business of listed companies
In accordance with relevant requirements such as the "Administrative Measures for the Selection and Employment of Accounting Firms by State-owned Enterprises and Listed Companies", the Company's Articles of Association, the company's "Accounting Firm Selection System" and other relevant requirements, and comprehensively considering the company's own development situation, members of the Audit Committee of the company's board of directors conducted public bidding for the audit institutions in 2025 and 2026. After the bid evaluation committee After review, the top three winning bidders were: the first place was ShineWing Accounting Firm (Special General Partnership), with a bid price of 5.16 million yuan; the second place was Tianjian Accounting Firm (special general partnership), with a bid price of 4.96 million yuan; the third place was Shun Li Xin Accounting Firm (special general partnership), with a bid price of 4.77 million yuan. According to the winning bid results, ShineWing Accounting Firm (Special General Partnership) ranked first.
The company will announce on September 16, 2025, October 27, 2025, and November 17, 2025 respectively. The seventh working meeting of the Audit Committee of the Board of Directors in 2025, the third meeting of the ninth Board of Directors, and the third extraordinary general meeting of shareholders in 2025 were held on the same day, and the "Proposal on Determining the Winning Accounting Firm for the Company's Public Bidding for Audit Institutions in 2025 and 2026 and Renewing the Appointment of ShineWing Certified Public Accountants LLP (Special General Partnership) as the Company's Audit Institution in 2025 and 2026" and "Proposal on Proposing to Re-appoint the Accounting Firm" were reviewed and approved. After reviewing the information provided by the audit agency and making professional judgments, it was unanimously believed that ShineWing has sufficient independence, professional competence, and investor protection capabilities. It was agreed that ShineWing would be re-appointed as the company's audit agency in 2025 and 2026 for a period of two years, and would be responsible for providing various auditing and related services to the company. The contract is signed on an annual basis. When the contract is renewed in 2026, a comprehensive and objective evaluation shall be made of the successful bidder's completion of the 2025 audit work and the quality of his practice. The tenderer's audit committee will reach a positive opinion and submit it to the board of directors for review and approval, and a shareholders' meeting will be convened for review; if a negative opinion is formed, the appointment will not be renewed. The Audit Committee will conscientiously perform its duties related to the proposed re-appointment and guide and supervise the specific work of the proposed re-appointment. and agreed to submit the matter to the company's board of directors for review.
(6) Appointment or dismissal of the company’s financial officer
In 2025, while I was serving as an independent director of the company's ninth board of directors, the company held the first meeting of the ninth board of directors on May 21, 2025, and reviewed and approved the "Proposal on the Appointment of Senior Managers of the Company." In accordance with the relevant provisions of the Company Law, Articles of Association and relevant laws and regulations, the Nomination Committee and Audit Committee of the Company's Board of Directors have reviewed and found no objections, and appointed Mr. Dan Jiaping as the company's financial controller for a term of three years, starting from the date of review and approval by the Board of Directors until the expiration of the ninth session of the Board of Directors. The proposal has been reviewed and approved by the Nomination Committee of the Board of Directors and the Audit Committee of the Board of Directors.
(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 or accounting estimates or correct major accounting errors due to reasons other than changes in accounting standards.
(8) Nominate or appoint or remove directors, hire or dismiss senior managers
In 2025, while I was serving as an independent director of the company's ninth board of directors, the company held the first meeting of the ninth board of directors on May 21, 2025, and reviewed and approved the "Proposal on the Election of Members of the Audit Committee of the Company's Ninth Board of Directors", the "Proposal on the Election of Members of the Nomination Committee of the Company's Ninth Board of Directors", the "Proposal on the Election of Members of the Strategy Committee of the Company's Ninth Board of Directors", and the "Proposal on the Election of Members of the Company's Ninth Board of Directors Strategy Committee". "Proposal on the election of members of the Remuneration and Appraisal Committee of the ninth session of the Board of Directors", "Proposal on the election of the Chairman of the ninth session of the Company's Board of Directors", "Proposal on the election of the Vice Chairman of the ninth session of the Company's Board of Directors", "Proposal on the appointment of the Company's senior managers" and "Proposal on the appointment of the Company's securities affairs representatives".
(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
In 2025, while I was serving as an independent director of the ninth session of the board of directors of the company, the company held the second working meeting of the remuneration and assessment committee in 2025 on December 6, 2025 and December 12, 2025, and the fourth meeting of the ninth session of the board of directors. At the meeting, the "Proposal on Formulating the Remuneration Management System for Directors and Senior Management Personnel", the "Proposal on Formulating the Performance Appraisal Management System for Chairman, General Manager and Other Senior Management Personnel" and the "Proposal on Determining the Chairman's Remuneration Standard for 2025" were reviewed. The Remuneration and Appraisal Committee strictly performs its duties in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange and the company's "Remuneration and Appraisal Committee Implementation Rules". Based on the company's actual situation and relevant regulations, if the proposals submitted to the Remuneration and Appraisal Committee for consideration involve the interests of directors and senior managers, all directors or some directors will abstain from voting on the proposals and directly submit them to the company's shareholders' meeting for review. On December 29, 2025, the company held the fourth extraordinary shareholders' meeting of 2025 to review and approve the above resolution.
In 2025, the company does not have any matters related to equity incentive plans or employee stock ownership plans.
In 2025, the company did not have any directors or senior managers arrange shareholding plans in the subsidiaries it planned to spin off.
4. Overall evaluation and suggestions
In 2025, I will strictly abide by laws and regulations such as the Company Law, the Securities Law of the People's Republic of China, the Code of Governance for Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, and the Articles of Association. I will faithfully and diligently perform my duties, actively participate in company decision-making, prudently exercise my voting rights on various proposals, and conduct in-depth communication with all parties on relevant issues to promote the steady development of the company.
In 2026, I will continue to actively study various laws, regulations and relevant provisions, participate in relevant trainings organized by organizations at all levels, strictly abide by laws, regulations and relevant provisions, and perform my duties conscientiously, diligently and faithfully. I will resolutely safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and promote the company to achieve sustained, stable and healthy development.
The above is my report on my performance of my duties as an independent director in 2025.
Finally, I would like to express my heartfelt thanks to the company's board of directors, management and relevant personnel for their active and effective cooperation and support in the performance of my duties!
This is reported.
Independent Director: Zheng Zhongliang
April 17, 2026