Jiaying Pharmaceutical: 2025 Annual Work Report of Independent Directors (Dai Rurong)
Guangdong Jiaying Pharmaceutical Co., Ltd.
Independent Directors’ 2025 Annual Work Report
I am from March 27, 2025 to December 31, 2025 While serving as an independent director of Guangdong Jiaying Pharmaceutical Co., Ltd., he strictly complied with the requirements of the Company Law, Securities Law, Measures for the Administration of Independent Directors of Listed Companies and other laws and regulations, as well as the Articles of Association and the Working System of Independent Directors, and performed the duties of an independent director with integrity, diligence, responsibility and faithfulness. He made independent, objective and fair judgments based on his professional knowledge and abilities, without being influenced by the company and its major shareholders, and effectively safeguarded the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. The work status during the reporting period is now reported as follows:
1. Basic situation
Mr. Dai Rurong, born in 1970, Chinese nationality, no permanent residence abroad, master’s degree, accounting professional, certified public accountant. He once worked as an account manager at the Yongxing Branch of Bank of China Co., Ltd., as an auditor at Hunan Zhongxingcai Accounting Firm, as a project manager at the Hunan Branch of Beijing Zhongxing Zhengxin Certified Public Accountants Co., Ltd., as a senior manager at the Hunan Branch of BDO Dahua Certified Public Accountants Co., Ltd. and the Hunan Branch of BDO BDO LLP Accounting Firm (Special General Partnership), and as the financial director of Changsha Aist Medical Beauty Co., Ltd. in November 2018. He has served as a senior manager and supervisor in Hunan Hongda Accounting Firm Co., Ltd. since October 2017. He has served as an executive partner in Changsha Henghao Enterprise Management Partnership (Limited Partnership) since October 2017. He has served as a director in Hunan Souyun Network Technology Co., Ltd. since December 2018. He has served as an independent director of the company since March 2025.
During the reporting period, my appointment complied with the independence requirements stipulated in Article 6 of the "Administrative Measures for Independent Directors of Listed Companies", and there were no circumstances that affected my independence.
2. Annual performance of duties
(1) Attendance at board of directors and shareholders’ meetings
The last name of the director should be present during the reporting period. Directors should be present on-site. Participate via communication. The names of shareholders should be present during the reporting period. Add the number of board meetings. The number of board meetings. The number of board meetings. The number of shareholders’ meetings. The number of meetings.
Dai Rurong 6 4 2 2 2
This year, I carefully and carefully reviewed all the proposals submitted to the board of directors, and voted in favor of all the proposals of the board of directors, without any objection or abstention.
(2) Special meetings of independent directors
In 2025, the company held a total of 2 special meetings of independent directors. I was supposed to attend 1 time and actually attended 1 time. At the meeting, I reviewed the company’s “Proposal on Supplementary Review of Daily Related Transactions in 2024 and Estimated Daily Related Transactions in 2025” and “About 2024 to 2025.” We carefully reviewed the non-operating capital transactions between related parties and financial assistance to non-related parties during January 2020 and the completed rectification proposal, and the special explanation of matters involved in the unqualified internal control audit report with emphasized matters paragraph, and issued audit opinions based on independent judgment.
(3) Work status of serving on various committees of the Board of Directors
As an independent director, I serve as a member of the Audit Committee under the Board of Directors. During the reporting period, I actively participated in the daily work of the special committees of the Board of Directors and conscientiously performed my duties in accordance with relevant laws, regulations and the Articles of Association and other relevant provisions.
During the reporting period, as a member of the Audit Committee of the Board of Directors, I attended a total of 5 meetings. I attended the meetings in strict accordance with the "Articles of Association", "Working System of Independent Directors", "Working Rules of the Audit Committee of the Board of Directors" and other laws and regulations, and performed my duties and obligations diligently and responsibly.
(4) On-site investigation of the company
During the reporting period, I used the opportunity to attend and attend meetings and other times to conduct on-site research on the company and its subsidiaries for a total of 15 days. I conducted on-site investigations and understanding of the company’s actual operating conditions, the improvement and implementation of management and internal control systems, the implementation of board resolutions, financial management, etc., and supervised and verified the performance of directors and senior executives, information disclosure, etc., actively and effectively performed the duties of an independent director, and effectively safeguarded the interests of the company and public shareholders.
I maintain close contact with other directors, senior executives and relevant staff of the company through phone calls and emails, always pay attention to the impact of external environment and market changes on the company, pay attention to relevant media reports on the company, and keep abreast of the company's operating status.
Before making a decision on a major project to be decided by the company, I conduct on-site research, carefully check the feasibility of the project, and form prudent voting opinions through professional judgment.
Carefully reviewed the company's production operations, financial management, etc., used on-site investigations and other communication methods to promptly understand the company's daily operating status and possible operating risks, provided corresponding guidance, expressed opinions and exercised powers on the board of directors, and actively and effectively performed the duties of independent directors.
(5) Work done to protect investors’ rights and interests
During the reporting period, I continued to supervise the company's information disclosure work, and urged the company to strictly implement the relevant provisions on information disclosure in accordance with the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules", "Measures for the Administration of Information Disclosure of Listed Companies" and the "Articles of Association" to ensure that the company's information disclosure is true, accurate, timely and complete, and to safeguard the legitimate rights and interests of the company's shareholders and investors.
I work diligently and conscientiously in accordance with relevant laws, regulations, the "Articles of Association" and the "Working System of Independent Directors of the Company" and other systems, attend the company's board of directors on time, carefully review every proposal that needs to be submitted to the board of directors for review, make inquiries to relevant departments and personnel of the company when necessary, use my professional knowledge to express my opinions and views independently, fairly and objectively, and express independent opinions to give full play to my independence at work.
During the reporting period, we carefully studied relevant laws, regulations and various rules and regulations, deepened our knowledge and understanding of relevant laws and regulations, especially those related to standardizing the company's corporate governance structure and protecting the rights and interests of public shareholders. We continuously improved our ability to perform our duties, formed an awareness of consciously protecting the legitimate rights and interests of small and medium-sized shareholders, and provided better opinions and suggestions for the company's scientific decision-making and risk prevention in the professional field.
3. Matters of focus in annual performance of duties
(1) Related transactions that should be disclosed
During the reporting period, the company reviewed the "Proposal on Supplementary Review of Daily Related Transactions in 2024 and Estimates of Daily Related Transactions in 2025" and "Proposal on Supplementary Review of Daily Related Transactions in 2024 and Estimates of Daily Related Transactions in 2025" "Related parties' non-operating capital transactions and non-related parties' financial assistance during January of 2019 and the resolution of the rectification" and other proposals, I focus on the rationality and necessity of the company's related transactions, understand the basis of the transaction price, and judge whether the price of the related transaction is fair. During the review stage, I focus on the compliance of the review process, especially in the voting process, whether the related directors and related shareholders involved in the related transactions have recused themselves as required.
(2) 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", "Measures for the Administration of Information Disclosure of Listed Companies", "Shenzhen Stock Exchange Stock Listing Rules" and other relevant laws, regulations and normative documents, and prepared and disclosed the "2024 Annual Report", "2025 First Quarter Report", "2025 Semi-Annual Report", "2025 Third Quarter Report", etc. 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.
I carefully and meticulously analyzed and reviewed the company's regular operating data, cash flow, costs and expenses, etc., and fully performed the corresponding responsibilities.
(3) Nomination status
During the reporting period, the Company's Audit Committee reviewed the "Proposal on the Appointment of the Company's Financial Manager" and the "Proposal on the Change of the Company's Internal Audit Manager". After reviewing and fully understanding the academic qualifications, professional qualifications, professional experience and ability to perform duties of the relevant personnel nominated for appointment, I believe that the relevant personnel have the qualifications suitable for the exercise of their powers, and their qualifications are in compliance with relevant laws, regulations and the "Articles of Association".
(4) Appointment of accounting firm
The company held the ninth extraordinary meeting of the seventh board of directors on October 11, 2025, and the second extraordinary shareholders' meeting of 2025 on October 31, 2025. The company reviewed and approved the "Proposal on Renewal of the Accounting Firm" and agreed to renew the appointment of Zhonghua Accounting Firm (Special General Partnership) as the company's external audit agency for 2025.
During the process of hiring an accounting firm, I carefully understood and reviewed the proposed accounting firm and fully performed the corresponding responsibilities.
4. Overall evaluation
In 2025, as an independent director of the company, I will act with integrity and diligence, in accordance with the requirements of various laws and regulations, from the perspective of shareholders, especially small and medium-sized shareholders, give full play to my professionalism and independence, perform the duties of an independent director, play the role of an independent director, pay close attention to the company's standardized governance and operating decisions, and have good and effective communication with the company's board of directors and operating management. This provides reference opinions for the board of directors' scientific decision-making, promotes the company to continuously improve its governance structure, improves the company's operational level, and safeguards the interests of the company and all shareholders.
5. Other matters
(1) There is no proposal to convene a board of directors;
(2) There is no independent external audit agency or consulting agency;
(3) Failure to publicly solicit voting rights from shareholders before the shareholders’ meeting;
(4) Failure to propose to the board of directors to convene an extraordinary shareholders' meeting.
Independent Director of Guangdong Jiaying Pharmaceutical Co., Ltd.: Dai Rurong
April 29, 2026