Tianhong Digital Commercial Co., Ltd. 2025 Annual Report of Independent Director (Liang Guangcai)
In accordance with the requirements of the "Company Law," "Administrative Measures for Independent Directors of Listed Companies," "Shenzhen Stock Exchange Stock Listing Rules," "Shenzhen Stock Exchange Main Board Listed Company Self-Regulatory Management Guide No. 1 – Norms for Operation of Main Board Listed Companies," the "Articles of Association of Tianhong Digital Commercial Co., Ltd." (hereinafter referred to as the "Company"), and the "Work System for Independent Directors of the Company," I, as an independent director of the sixth board of directors of the Company, have faithfully and diligently performed my duties as an independent director. I actively attended relevant company meetings, carefully reviewed proposals from the board of directors and special committees, and fully exercised my independence and professional capabilities as an independent director, effectively safeguarding the legitimate rights and interests of the Company and its shareholders, especially minority shareholders. The following is a report of my performance in 2025:
I. Basic Information
I have extensive management experience. Since April 2002, I have served as Director and President of Jinglin Capital Co., Ltd. Since October 2008, I have served as Executive Director of China Environment Resources Group Limited. From September 2019 to September 2025, I served as an independent director of the Company. During my tenure, I did not hold concurrent positions as an independent director in other domestic listed companies. Upon self-examination, my position meets the requirements of the "Administrative Measures for Independent Directors of Listed Companies" and other relevant regulations, and there are no circumstances that affect my independence.
II. Overview of Performance This Year
(I) Attendance at Board and Shareholder Meetings
In 2025, the Company convened 11 board meetings and 4 shareholder meetings. I made every effort to attend relevant meetings in person. When reviewing proposals from the board of directors, after in-depth understanding and careful consideration, I expressed agreement, with no abstentions or objections. The following is a summary of my attendance at the Company's board and shareholder meetings during my tenure:
Board Meeting Attendance Shareholder Meeting Attendance Number of Meetings Attended Remotely Number of Meetings Entrusted to Others Number of Absences Number of Meetings Attended Number of Meetings Actually Attended 9 9 1 0 9 0 3 1
Note: During the reporting period, if I was unable to attend a shareholder meeting due to official business, I reviewed the minutes of the shareholder meeting afterward.
(II) Work of Board Special Committees and Independent Director Meetings
As a member of the Company's sixth board of directors' Audit Committee, Nomination Committee, Compensation and Appraisal Committee, Strategy and ESG Committee, and as a member of the Independent Director Meetings, I actively participated in meetings. My performance in 2025 is as follows:
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Board Audit Committee During my tenure, the Company's Board Audit Committee held 5 meetings. I reviewed, as required, the Company's interim reports, annual audit reports, the appointment of external auditors and internal control audit institutions, revisions to the internal audit management system, quarterly internal audit work reports submitted by the internal audit department, annual internal audit plans and summaries, internal control self-assessment reports, internal control system work reports, and other matters. I also heard reports on the Company's 2024 operating conditions and major event progress. I gained a detailed understanding of the Company's financial and operating conditions, strictly reviewed the construction and execution of the Company's internal control system, and provided effective guidance and supervision over the Company's financial and operating conditions.
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Board Nomination Committee During my tenure, the Company's Board Nomination Committee held 1 meeting. I reviewed, as required, matters related to the election of non-independent directors and independent directors for the board of directors' renewal.