Zuoli Pharmaceutical: 2025 Independent Director Work Report (Yao Jie)
Zhejiang Zuoli Pharmaceutical Co., Ltd.
2025 Independent Directors’ Work Report
——Yao Jie
Dear shareholders and shareholder representatives:
As an independent director of the eighth session of the Board of Directors of Zhejiang Zuoli Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), in accordance with the "Company Law", "Administrative Measures for Independent Directors of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules" and "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - GEM" "Standardized Operation of Municipal Companies" and other relevant laws and regulations, normative documents, and the "Articles of Association" and "Independent Director System" and other provisions, perform duties diligently, prudently and in accordance with the law, promote the standardized operation of the company, safeguard the interests of all shareholders, especially small and medium-sized shareholders, and give full play to the role of independent directors and members of special committees. I would like to report on my work situation in 2025 as follows:
1. Basic information of independent directors
(1) Resume
I am Yao Jie, born in February 1989, Chinese nationality, no permanent residence abroad, bachelor's degree, fourth-level lawyer. He once served as an independent director of Zhejiang Samsung New Materials Co., Ltd. Currently, he is an independent director of the company, lawyer and partner of Zhejiang Moganshan Law Firm.
(2) Description of independence
I possess the independence required by the "Administrative Measures for Independent Directors of Listed Companies" and "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" and the qualifications to serve as an independent director of the company. There are no circumstances that affect my independence. As an independent director of the company, I do not hold any position in the company other than as an independent director, nor do I hold any position in the company's major shareholder companies, nor do I have any other circumstances that may affect my independent and objective judgment.
2. Annual performance overview of independent directors
(1) Attendance at board of directors and shareholders’ meetings
In 2025, I will attend the company's board of directors on time, carefully review the meeting proposals and relevant materials, have an in-depth understanding of the company's operating and development status, actively participate in discussions on various issues and put forward rational suggestions, and play my due role in the scientific decision-making of the board of directors. The specific situation is as follows:
In 2025, the company held a total of 8 board meetings. I attended all of them in person, carefully reviewed various proposals of the board of directors, and voted according to the review results. In 2025, the company held 3 shareholders' meetings, and I attended 3 shareholders' meetings.
The convening and convening of the company's board of directors and shareholders' meeting complied with legal procedures. Major business decision-making matters and other major matters have fulfilled relevant procedures and are legal and effective. I raised no objections to the relevant proposals and other matters of the company reviewed by the board of directors and voted in favor of them all.
(2) Attendance at special committees of the board of directors
The company's board of directors has four special committees: Strategy and ESG Committee, Audit Committee, Nomination Committee, and Remuneration and Appraisal Committee. In 2025, I served as the chairman of the Remuneration and Appraisal Committee and a member of the Strategy and ESG Committee. I performed my duties in strict accordance with relevant regulations and the committee's working system, provided professional opinions and reasonable suggestions on matters submitted to the special committee for discussion, and played a scientific decision-making role. Performance of duties during the reporting period is as follows:
In 2025, the Remuneration and Appraisal Committee of the company's Board of Directors held 3 meetings. As the chairman, I convened and chaired 3 meetings of the Remuneration and Appraisal Committee. The meeting reviewed the annual duty performance and remuneration plan of the company's senior executives, and reviewed the granting and adjustment of the company's 2024 restricted stock and employee stock ownership plans. I conducted a detailed review of the relevant plans to ensure the scientificity and rationality of the incentive mechanism, and effectively performed the duties of the chairman of the remuneration and assessment committee.
In 2025, the strategy and ESG committee of the company's board of directors held three meetings. As a member of the company's strategy and ESG committee, I attended all meetings. The meeting reviewed the company's annual business plan, the issuance of convertible corporate bonds to unspecified objects and related major investment matters. I carefully reviewed and made suggestions.
(3) Work status of special meetings of independent directors
In 2025, the company held two special meetings of independent directors, and I attended both meetings in person. They reviewed and approved proposals such as the shareholder return plan for the next three years (2025-2027) and the issuance of convertible corporate bonds to unspecified objects. I carefully reviewed the meeting materials, actively participated in the discussion of various topics, raised no objections to the various motions, and voted in favor of them all.
(4) Communication with internal audit institutions and accounting firms
In 2025, I will actively pay attention to the work report of the company's internal audit department, maintain active communication with the company's internal audit institution and accounting firm, and regularly listen to the company's internal control audit status and relevant regular report financial data submitted by the accounting firm. Keep abreast of the progress of key work matters of the company's audit department, the preparation of financial reports and the progress of annual audit work.
(5) On-site work and company cooperation
During the reporting period, I diligently performed my duties as an independent director and faithfully performed my duties as an independent director. I took advantage of the opportunity to participate in the board of directors, shareholders' meetings and special committees to conduct on-site investigation and understanding of the company, and listened to the company's management reports on the operation and management, the construction and implementation of the internal control system, and the implementation of the board of directors' resolutions. At the same time, I actively pay attention to corporate governance, financial status, information disclosure management, as well as publicity and reports about the company in the media and other public media. I always pay attention to the impact of external environment and market changes on the company, and communicate with the company in a timely manner. My annual on-site work time reaches 15 days, which meets the requirements of the "Administrative Measures for Independent Directors of Listed Companies". The company's board of directors and management provided active and effective support to me in the performance of my duties, and were able to provide timely information required for the performance of my duties, effectively protecting the independent directors' right to know, enabling me to make independent judgments based on relevant information, and effectively playing the role of supervision and guidance.
(6) Work done to protect the legitimate rights and interests of shareholders
Pay close attention to the company's information disclosure work, and urge the company to strictly comply with relevant laws, regulations, normative documents and the company's "Information Disclosure Management System" such as the "Measures for the Administration of Information Disclosure by Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" and the company's "Information Disclosure Management System" to ensure that all investors obtain information fairly and timely, and effectively safeguard the legitimate rights and interests of investors.
Continue to pay attention to the company's standardized operations and daily operations. In 2025, I effectively performed my duties as an independent director, actively participated in relevant meetings of the company, paid attention to the company's production and operation, financial management, and the improvement and implementation of internal control systems, kept abreast of the company's operating status and possible operating risks, carefully reviewed each proposal reviewed by the board of directors, and exercised voting rights independently, objectively, and prudently on this basis to promote the scientificity and objectivity of the board of directors' decision-making.
Continuously enhance compliance awareness and improve the ability to perform duties. Actively study relevant laws, regulations and rules and participate in relevant training, deepen the knowledge and understanding of various systems, especially those related to standardizing the company's corporate governance structure and protecting the rights and interests of public shareholders, improve their ability to perform duties, strengthen the awareness of protecting the rights and interests of small and medium-sized shareholders, provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operations.
3. Matters of focus in annual performance of duties
I strictly abide by the provisions of the Company Law, the Code of Governance of Listed Companies, the Measures for the Management of Independent Directors of Listed Companies, and other laws and regulations, as well as the Articles of Association, and perform my obligations of loyalty and diligence. I review various company proposals based on the principles of openness and transparency, actively participate in company decision-making, fully communicate on relevant issues, and promote the healthy development and standardized operation of the company. On this basis, we rely on our own professional knowledge to exercise our voting rights independently, objectively and prudently, and effectively safeguard the legitimate rights and interests of the company and investors. During the reporting period, the key matters of concern are as follows:
(1) Related transactions that should be disclosed
During the reporting period, the company had no related transactions that should be disclosed but were not disclosed.
(2) Relevant information on regular reports and internal control reports
During the reporting period, the company prepared and disclosed the "2024 Annual Report" on time in strict accordance with the requirements of the "Company Law", "Securities Law", "Measures for the Administration of Information Disclosure of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules" and other laws, regulations and normative documents as well as the "Articles of Association" The "2024 Internal Control Self-Evaluation Report", "2025 First Quarter Report", "2025 Semi-Annual Report" and "2025 Third Quarter Report" accurately disclose the financial data and important matters during the corresponding reporting period, fully revealing the company's operating conditions to investors. The review and disclosure procedures for periodic reports are legal and compliant, and the financial data are accurate and detailed, truly reflecting the actual situation of the company. I have signed written confirmation opinions on the company's periodic reports.
(3) Re-appointment of accounting firm
On April 23, 2025, the company held the fifth meeting of the eighth board of directors, reviewed and approved the "Proposal on Renewal of the Accounting Firm for 2025", and agreed to renew the appointment of Zhonghui Accounting Firm (Special General Partnership) as the company's audit agency for 2025. I believe that Zhonghui Accounting Firm has securities and futures-related business qualifications and rich experience in auditing listed companies. During its tenure as the company's audit agency, it was able to adhere to the principles of fair and objective independent auditing and better fulfilled the responsibilities and obligations of the external audit agency. Re-employment will help ensure the continuity of the company's audit business.
(4) Provision of guarantees
On April 23, 2025, the company held the fifth meeting of the eighth board of directors, which reviewed and approved the "Proposal on Providing Guarantees for Holding Subsidiaries to Apply for Credit Lines from Banks". The object of this guarantee is Qinghai Everest Cordyceps Herbal Medicine Industrial Co., Ltd., a holding subsidiary of the company, aiming to meet its business development needs. The subsidiary has a good credit record, no bad loans, relatively stable assets and liabilities, and controllable financial risks. The company holds 81% of its shares and can more effectively control the risks and decisions of its daily operating activities. The approval procedures and contents of this guarantee comply with the requirements of relevant laws and regulations, and there is no harm to the interests of the company and shareholders.
(5) Resignation of non-independent directors of the board of directors and election of employee directors
Due to the adjustment of corporate governance structure, Ms. Shen Yuehong resigned as a non-independent director of the company's eighth board of directors and a member of the Strategy and ESG Committee of the eighth board of directors. The company held an employee representative conference in September 2025. After deliberation by the employee representatives present at the meeting, the meeting elected Ms. Shen Yuehong as the employee representative director of the company's eighth board of directors. Her term will be from the date of election of the company's employee representative conference to the expiration date of the company's eighth board of directors. After Ms. Shen Yuehong was elected as an employee director, the number of directors who concurrently serve as senior managers of the company and employee representatives on the company's board of directors does not exceed one-half of the company's total directors, which is in compliance with the requirements of relevant laws, regulations, normative documents and the Articles of Association.
(6) Remuneration of directors and senior managers
In 2025, the remuneration of the company's directors and senior managers will be formulated and paid based on the company's actual operating conditions, in line with the management regulations and basic principles of the company's performance appraisal and remuneration system, and will be conducive to the company's long-term development.
(7) Equity incentives
On January 10, 2025, the fourth meeting of the company's eighth board of directors reviewed and approved the "Proposal on Adjusting the 2024 Restricted Stock Incentive Plan and Granting Restricted Stocks to Incentive Participants for the First Time" and "Proposal on Adjusting the Shares of Holders of the 2024 Employee Stock Ownership Plan." On July 7, 2025, the sixth (extraordinary) meeting of the company's eighth board of directors reviewed and approved the "Proposal on Adjusting the Grant Price of the 2024 Restricted Stock Incentive Plan and the Voiding of Part of the Restricted Stocks that have been granted but have not vested" and "On the Proposal to 2024 Restricted Stock Incentive Plan" "Proposal on Granting Reserved Part of Restricted Stocks under the Restricted Stock Incentive Plan", "Proposal on Adjusting the 2024 Employee Stock Ownership Plan Holders' Shares and the Purchase Price of Reserved Shares", "Proposal on the Allocation of Reserved Shares to Employee Stock Ownership Plan Holders in 2024".
I believe that the granting and adjustment of the company's restricted stock incentive plan and employee stock ownership plan and other related matters comply with relevant laws and regulations, normative documents and the relevant provisions of the Articles of Association. The relevant review and voting procedures are legal and compliant, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders. I express my clear agreement with the above matters.
(8) Delay of fundraising projects
On July 7, 2025, the sixth (temporary) meeting of the company's eighth board of directors reviewed and approved the "Proposal on the Extension of Investment Projects with Raised Funds", and I expressed my clear agreement on this matter. I believe that the postponement of the company's current fundraising project is a prudent decision made by the company based on the actual progress of the project and is in line with the company's actual situation. There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. This matter has fulfilled the necessary approval procedures and complies with the relevant provisions of laws, regulations and normative documents such as the "Supervision Rules for Fund Raising by Listed Companies" and "Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies".
(9) Issuance of convertible corporate bonds to unspecified objects
On December 2, 2025, the tenth (temporary) meeting of the eighth session of the board of directors of the company reviewed and approved the "Proposal on the Company's Compliance with the Conditions for Issuing Convertible Corporate Bonds to Unspecified Objects", "Proposal on the Company's Plan for Issuing Convertible Corporate Bonds to Unspecified Objects", "Proposal on the Company's Plan for Issuing Convertible Corporate Bonds to Unspecified Objects" and other motions. Through an item-by-item verification and careful demonstration of the company's actual situation and the provisions of relevant laws, administrative regulations and normative documents, I expressed my clear agreement.
(10) Purchase of asset groups
On December 12, 2025, the company held the 11th (temporary) meeting of the eighth board of directors, and reviewed and approved the "Proposal on the Purchase of Asset Groups and Signing of the Acquisition Agreement". The purchase of the multiple trace element injection asset groups of Tibet Future Biopharmaceutical Co., Ltd. and its two wholly-owned subsidiaries, Xuchang Future Pharmaceutical Co., Ltd. and Hefei Future Drug Development Co., Ltd., is due to the company's implementation of strategic layout and business development needs, and is conducive to further optimizing the product structure, consolidating and enhancing the company's comprehensive competitiveness and sustainable development capabilities.
In summary, during the reporting period, the major matters reviewed by the company were in compliance with relevant laws and regulations. The company's review and voting procedures were legal and effective, and there was no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.
4. Overall evaluation and suggestions
In 2025, I strictly abide by relevant laws and regulations, regulatory provisions, self-discipline rules and the "Articles of Association", actively assume the responsibilities of the board of directors and its special committees, give full play to my expertise in the company's major decision-making processes, carefully review various proposals, actively provide suggestions, promote scientific and efficient decision-making by the board of directors, safeguard the overall interests of the company, protect the legitimate rights and interests of all shareholders, and make due contributions to improving the level of corporate governance.
In 2026, I will continue to uphold the principles of loyalty, diligence, independence, and prudence, strictly comply with the requirements of relevant laws and regulations, and perform the duties of an independent director. At the same time, I will give full play to my professional abilities in the legal field, actively provide advice and suggestions for the company's development, promote the continuous improvement of corporate governance and standardized operations, and fully protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
This is reported.
Independent Director: Yao Jie
April 23, 2026