2025 Annual Report of Independent Director
Dear shareholders and shareholder representatives:
As an independent director of Hongbo Co., Ltd. (hereinafter referred to as "the Company"), I have diligently performed my duties in 2025 in strict accordance with the Company Law, Securities Law, Guidelines for the Governance of Listed Companies, and the Shenzhen Stock Exchange's Self-Regulatory Guidelines for Main Board Listed Companies, as well as the Company's Articles of Association and the Independent Director Work System. I have actively attended shareholder meetings and board meetings, carefully reviewed board proposals, adhered to scientific and prudent decision-making, and upheld the independence and professionalism of independent directors, thereby protecting the legitimate rights and interests of the Company and all shareholders. Below is my report on the work in 2025:
I. Basic Information of the Independent Director
(1) Personal Resume and Concurrent Positions
I am Zhang Chen, a Chinese national without permanent residency abroad. I hold a Master's degree in Chinese Law from the Shanghai Academy of Social Sciences and a Master's degree in International and Comparative Law from Chicago-Kent College of Law. I currently serve as the Director of the International Capital Markets Department at Yingke Shanghai and as an independent director of Hongbo Co., Ltd.
(2) Statement on Independence
I do not hold any position in the Company other than that of an independent director, nor do I hold any position in the Company's major shareholders. There are no interests or relationships that could hinder my independent and objective judgment, and I meet the independence requirements as stipulated in the Management Measures for Independent Directors of Listed Companies and the Shenzhen Stock Exchange's Self-Regulatory Guidelines.
II. Annual Performance of the Independent Director
(1) Attendance at Board and Shareholder Meetings
In 2025, the Company held 5 shareholder meetings and 7 board meetings. My attendance is as follows:
| Meeting Type | Total Meetings | In-Person Attendance | Communication Attendance | Proxy Attendance | Absence |
|---|---|---|---|---|---|
| Board Meeting | 7 | 0 | 7 | 0 | 0 |
| Shareholder Meeting | 5 | 5 | 0 | 0 | 0 |
In 2025, I actively participated in the board and shareholder meetings, strictly reviewing the procedures for convening meetings, carefully examining relevant materials, and engaging in discussions on proposals, thereby contributing positively to the board's standardized operations and sound decision-making.
(2) Participation in Special Committee Work
In 2025, my attendance at special committee meetings is as follows:
| Committee Name | Meetings Held During Reporting Period | In-Person Attendance | Proxy Attendance | Absence |
|---|---|---|---|---|
| Audit Committee | 5 | 5 | 0 | 0 |
| Nomination Committee | 3 | 3 | 0 | 0 |
| Remuneration and Assessment Committee | 3 | 3 | 0 | 0 |
In 2025, I participated in the following special committee meetings:
Audit Committee, 6th Board, First Meeting of 2025
- Proposal on the Full Text and Summary of the 2024 Annual Report
- Proposal on the 2025 First Quarter Report
- Proposal on the 2024 Financial Settlement Report and 2025 Financial Budget Plan
- Proposal on the 2024 Profit Distribution Plan
- Proposal on the Provision for Asset Impairment for 2024
- 2024 Internal Control Self-Assessment Report
- Special Report on the Use of Raised Funds in 2024
- Evaluation Report on the Performance of the Annual Audit Accountant