Shanghai Zhezong Group Co., Ltd. Independent Director 2025 Annual Report
As an independent director of Shanghai Zhezong Group Co., Ltd. (hereinafter referred to as the "Company"), in accordance with the "Company Law," the "Guiding Opinions on Establishing an Independent Director System for Listed Companies," the "Several Provisions on Strengthening the Protection of the Rights and Interests of Publicly Issued Shareholders," the "Company's Independent Director Work System," and other relevant laws, regulations, and the "Articles of Association," I have diligently performed my duties and actively fulfilled the role of an independent director in safeguarding the interests of the Company and its shareholders. The following is a report on my performance in 2025:
I. Attendance at Board of Directors and Shareholders' Meetings
The Company held 7 board meetings and 3 shareholders' meetings in 2025. This year, I was scheduled to attend 7 board meetings and attended all 7. I also attended 3 shareholders' meetings as an observer. I attended board meetings on time, proactively understood or carefully studied the meeting materials before the meetings, conscientiously reviewed the proposals, exercised my voting rights with a prudent attitude, and protected the legitimate rights and interests of all shareholders.
The following is a summary of my board meeting attendance:
| Independent Director Name | Number of Board Meetings Scheduled to Attend | Number of Board Meetings Attended | Number of Meetings Attended via Communication | Number of Meetings Attended by Proxy | Number of Meetings Absent |
|---|---|---|---|---|---|
| Gu Feng | 7 | 7 | 0 | 0 | 0 |
II. Attendance at Independent Director Special Committee Meetings
| Date of Meeting | Session | Subject of Review | Summary of Content |
|---|---|---|---|
| April 23, 2025 | Third Meeting of the Fifth Board of Directors - Independent Director Special Committee | Proposal on Extension of Loan and Related Party Transaction | The controlling shareholder Kangfeng Investment provided a loan extension of one year to the Company, with a loan limit not exceeding RMB 300 million and an interest rate of 2.5%. |
| December 12, 2025 | First Meeting of the Sixth Board of Directors - Independent Director Special Committee | Proposal on Extension of Loan and Related Party Transaction | The related party Kailerle Electrical Appliances provided a loan extension of one year to the Company, with a loan limit not exceeding RMB 300 million and an interest rate of 2.5%. |
III. Attendance at Board Special Committee Meetings
In 2025, I served as the Chairman of the Nomination Committee, Chairman of the Remuneration and Appraisal Committee, and a member of the Strategy Committee. I personally attended all meetings held by each special committee. I utilized my professional expertise and rich industry experience to provide professional advice to the Company on revising the Articles of Association, adjusting the organizational structure, significant external investments, and the selection of senior management personnel, thereby fully fulfilling my role as a member of the special committees.
The following is a summary of my attendance at board special committee meetings: