2025 Annual Report of Independent Director — Wang Zhengrong
As an independent director of Hunan Friendship Apollo Commercial Co., Ltd. (hereinafter referred to as "the Company") during the 2025 fiscal year, I strictly adhered to the relevant laws and regulations, including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Management Measures for Independent Directors of Listed Companies, and the Self-Regulatory Guidelines for Main Board Listed Companies. I maintained my independence, exercised my powers in accordance with the law, and fulfilled my duties with loyalty and diligence, prioritizing the overall interests of the Company and the legitimate rights and interests of all shareholders. Below is my performance report for 2025:
1. Attendance at Board and Shareholder Meetings
In 2025, the Company held 4 shareholder meetings and 9 board meetings, all of which I personally attended without any absences, proxy attendance, or consecutive absences. I believe that the procedures for convening and holding the shareholder and board meetings were legal and compliant, and all deliberated matters strictly followed the corresponding decision-making processes in accordance with laws, regulations, normative documents, and the Company’s Articles of Association. Prior to the meetings, I thoroughly reviewed the meeting materials to fully understand the background and core content of each proposal; during the meetings, I carefully examined each agenda item, attentively listened to management reports, actively participated in discussions, expressed independent opinions based on professional judgment, and provided targeted and actionable suggestions, thereby playing a positive role in promoting the board's lawful performance, improving the corporate governance structure, and effectively preventing operational risks.
2. Participation in Board Committees and Independent Director Meetings
In 2025, I served as the Chairman of the Nomination Committee, a member of the Strategy Committee, and a member of the Compensation and Assessment Committee of the seventh board of directors. During my tenure, I diligently and independently fulfilled my committee responsibilities in accordance with the relevant requirements of the board committee meeting rules, legally expressing professional opinions and exercising voting rights. Throughout the year, I attended 4 Strategy Committee meetings and 2 Compensation and Assessment Committee meetings in person, without delegating attendance to other directors or being absent from any meetings. In the work of each committee, I carefully reviewed relevant topics and matters, fully listened to special reports, communicated and discussed prudently with other committee members, and promptly submitted unified opinions to the board for deliberation, effectively fulfilling all responsibilities of a committee member.
In 2025, the Company held 5 special meetings for independent directors, during which we reviewed proposals such as "Proposal for Extending Financial Assistance to the Controlling Subsidiary" and "Proposal for the 2024 Profit Distribution Plan," as well as related proposals for issuing shares and paying cash to acquire assets and raise supporting funds. I believe that the content of these proposals aligns with the Company's actual situation and complies with relevant legal provisions; therefore, I voted in favor of all proposals reviewed at the independent directors' special meetings, with no objections or abstentions.
3. Review of Matters Listed in Articles 23, 26, 27, and 28 of the Management Measures for Independent Directors
During my tenure in 2025, as the Chairman of the Nomination Committee, I, along with other committee members, conducted independent reviews and horizontal comparisons, concluding that the Company has established mature and fair standards and procedures for selecting directors and senior management. The members of the board of directors and senior management possess the necessary qualifications and professional capabilities, in accordance with the relevant provisions of the Company Law. During my tenure, no situations as specified in Article 18, Paragraph 1 of the Management Measures for Independent Directors occurred.