COFCO Capital Co., Ltd. Independent Director 2025 Annual Performance Report
To all shareholders and shareholder representatives:
In accordance with the requirements of the Company Law, Securities Law, Corporate Governance Guidelines for Listed Companies, Articles of Association, and the Independent Director Work System, I, as an independent director of COFCO Capital Holdings Co., Ltd. (hereinafter referred to as "COFCO Capital" or "the Company"), have diligently performed my duties as an independent director in 2025, fully leveraging my independence and supervisory role to effectively protect the legitimate rights and interests of the Company and its shareholders, especially small and medium shareholders. The following is a report on my performance in 2025:
I. Basic Information and Independence Self-Assessment of Independent Director
I am Zhang Xinmin, male, born in 1962, a Chinese national with no overseas residency. I hold a doctoral degree and am a recipient of the State Council Government Special Allowance. I am a senior Chartered Accountant of England and Wales, a senior Certified Practising Accountant of Australia, and a senior Certified Public Accountant of Hong Kong, China. I previously served as Dean of the International Business School and Standing Committee Member, Vice President of the University of International Business and Economics. I am currently a professor and doctoral supervisor at the University of International Business and Economics, a member of the Business Administration Discipline Review Committee of the State Council Academic Degrees Committee, Chairman of the International Management Accounting Education Alliance, Vice President of the Chinese Association of Commercial Accountants, Standing Director of the Chinese Institute of Certified Public Accountants, and an independent director of BOE Technology Group Co., Ltd. and Minmetals Development Co., Ltd.
I do not hold any position in the Company or its subsidiaries, nor am I employed by the Company's actual controller, controlling shareholder, or their affiliated entities. I and my immediate family members do not hold any shares in the Company. Apart from the independent director's allowance, I have not received any additional undisclosed benefits from the Company, its major shareholders, or related parties, and there are no circumstances that affect my independence.
II. Performance in 2025
(I) Attendance at Board and Shareholder Meetings
During the reporting period, I diligently performed the duties entrusted to me by laws, regulations, and the Articles of Association. I attended board and shareholder meetings on time, reviewed and guided the Company's operational work, and fulfilled my responsibilities in the Company's daily work and major decision-making processes. I provided independent opinions on internal control reports, related-party transactions, and other important matters, safeguarding the interests of the Company and all shareholders. My meeting attendance is as follows:
| Independent Director | Number of Board Meetings Attended | Number of Board Meetings to Attend | Number of On-site Attendance | Number of Remote Attendance | Number of Proxy Attendance | Number of Absences | Consecutive Absences | Attended Shareholder Meetings |
|---|---|---|---|---|---|---|---|---|
| Zhang Xinmin | 4 | 7 | 3 | 0 | 0 | 0 | No | 2 |
I have proactively reviewed and carefully considered major matters discussed and decided by the Board of Directors, actively participated in discussions on various proposals, and expressed independent and prudent opinions based on a full understanding of the situation. I exercised my voting rights with a scientific and rigorous attitude, diligently and conscientiously fulfilled my duties, and protected the interests of all shareholders. The convening and holding procedures of the Company's board meetings in 2025 complied with relevant laws and regulations. I voted in favor of all proposals submitted to the Board, with no opposing or abstaining votes.