Qingdao Haier Biomedical Co., Ltd

2024 Annual Report of Independent Directors (Xu Ming)

After the election of the first extraordinary general meeting of shareholders of Qingdao Haier Biomedical Co., Ltd. (hereinafter referred to as the "Company") in 2024, I Xu Ming was elected as an independent director of the third board of directors of the company, and was deliberated and approved by the first meeting of the third board of directors of the company, and I served as a member of the strategy and ESG committee, a member of the audit committee, a member of the nomination committee, and the chairman of the remuneration and assessment committee of the third board of directors. During my tenure in 2024, as an independent director of the Board of Directors of the Company, I strictly followed the Company Law, the Code of Governance for Listed Companies, the Rules for Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other relevant laws, regulations and normative documents, as well as the Articles of Association of Qingdao Haier Biomedical Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Working System for Independent Directors of Qingdao Haier Biomedical Co., Ltd. (hereinafter referred to as the "Working System for Independent Directors") In the work of 2024, uphold an objective, independent and impartial position, faithfully and diligently perform their duties, pay attention to the company's operation in a timely manner, actively participate in the prior communication of important matters, provide professional opinions and suggestions on the company's important decision-making and business development, attend relevant meetings on time, carefully review the proposals of the board of directors, and express independent opinions on major matters of the company, effectively safeguarding the legitimate interests of the company and shareholders, especially small and medium-sized shareholders.

I hereby report on the performance of my duties as an independent director in 2024 as follows:

1. Basic information of independent directors

Mr. Xu Ming, Chinese nationality, no right of permanent residence abroad, born in August 1969, holds a Ph.D. in industrial economics from Fudan University and a postdoctoral fellow in strategic management at Guanghua School of Management, Peking University. He is currently a researcher in the Department of Global Health, School of Public Health, Peking University. He has worked in the Global Fund to Fight AIDS, Tuberculosis and Malaria, Nanjing Nuovezan Biotechnology Co., Ltd., China Chamber of Commerce for Import and Export of Medicines and Health Products, United Nations Iraq-Kuwait Observation Mission and the Chinese Embassy in South Korea. He has published more than 100 papers and articles in the fields of global public health, international development assistance, pharmaceutical industry competitiveness, international drug administration and enterprise internationalization, and has written many monographs and co-edited books. Since July 2024, Mr. Xu Ming has served as an independent director of the Company.

As an independent director of the Company, I do not hold any position in the Company other than an independent director, nor do I hold any position among the major shareholders of the Company; Neither I nor my immediate family members directly or indirectly hold more than 1% of the issued shares of the listed company, and neither of them are among the top 10 shareholders of the listed company, nor have I obtained any additional and undisclosed other benefits from the listed company or its major shareholders or interested institutions and personnel.

Based on the above, there is no circumstance that affects the independence of the independent directors of the Company.

2. Annual performance of duties by independent directors

(1) Attendance at meetings

During my tenure in 2024, the company held a total of 3 board meetings, and did not hold a general meeting of shareholders, and the specific attendance at the meeting is as follows:

Participation in the Board of Directors

Whether or not to attend the unit

Name of Director The person who shall personally attend the two meetings of the General Assembly during the year

Number of board members, number of seats, number of absences, number of no-shows

Number of meetings: Attend meetings

discuss

scene

Attendance 3

Times; in order to

Xu Ming 3 3 0 Communication 0 No 0

manner

Participate 0

times

In accordance with the relevant laws and regulations and the relevant provisions of the Articles of Association and the Working System for Independent Directors, during my tenure in 2024, as an independent director of the Company, I convened a total of 3 special meetings of independent directors with other independent directors, reviewed 4 proposals on the use of the company's raised funds and related party transactions, and issued resolutions on the special meeting of independent directors. Together with other independent directors, I have effectively supervised the compliance of the company's relevant decision-making content and procedures, and safeguarded the legitimate rights of the company and shareholders.

In addition, during my tenure in FY2024, the company held three meetings of the Audit Committee, Strategy and ESG

The committee attended the meeting in person and did not miss the meeting.

At the above-mentioned meeting, as an independent director, I conscientiously performed my duties as an independent director, gave full play to my professional ability, carefully deliberated on various proposals, and exercised my voting rights independently and objectively. Before the meeting, I took the initiative to understand and obtain the information and information needed to make decisions through prior communication meetings and other means, gave full play to my professional ability, carefully deliberated on various proposals, actively participated in discussions and put forward reasonable opinions and suggestions, and exercised voting rights independently, objectively and prudently. During the reporting period, I voted in favor of the proposals deliberated by the board of directors, the special meeting of independent directors and the meetings of various professional committees, and all the proposals deliberated at the meeting were passed.

(2) Communication with internal audit institutions and accounting firms

During my tenure in 2024, as an independent director, I communicated with the company's internal audit and accounting firms many times, communicated and exchanged views on the company's operations, internal control, finance, business status and audit matters that should be paid attention to, performed my duties diligently, conscientiously performed my duties, kept abreast of the company's financial status and operating results, reviewed the company's financial information and disclosure, gave full play to its supervisory role, promoted the standardized and efficient operation of the board of directors and management, and effectively safeguarded the legitimate rights and interests of the company and all shareholders.

(3) Communication with small and medium-sized shareholders

During my tenure in 2024, I discovered and collected feedback from small and medium-sized investors in a timely manner by paying attention to the company's performance briefing and SSE e-interaction, and timely verified the matters that small and medium-sized investors focused on, and prepared to communicate with small and medium-sized shareholders at the 2024 annual general meeting of shareholders. At the same time, I make full use of opportunities such as participating in the board of directors, on-site visits and other working hours to conduct in-depth exchanges with other directors and senior managers of the company through a variety of ways, so as to fully understand the company's daily operating status, standardized operation and possible business risks, and pay special attention to whether there are matters that will affect the interests of small and medium-sized shareholders, so as to use my professional knowledge to make independent and fair judgments and promote the improvement of the company's management level.

(4) On-site inspection and the company's cooperation with independent directors

During my tenure in FY2024, with the full support of the Company, I am an independent director

Performed the responsibility of supervising the company's business activities with due diligence. Through my participation in the Board of Directors and special committees of the Board of Directors, I have made full use of my professional knowledge to carefully review various proposals, and I have taken the opportunity to attend meetings to gain a deeper understanding of the company's growth strategy. I had in-depth exchanges with the management, discussed the development prospects and strategic planning of the company's emerging industries, especially after inspecting the company's strategic planning in overseas markets and the current business needs, and put forward constructive suggestions for the company's development and the decision-making of the board of directors.

Through the pre-communication meeting with the management, I was informed of the company's operating results, investment activities and other important matters in a timely manner, and had an in-depth understanding of the company's key areas such as financial management, internal control, equity incentive plan, and related party transactions. At the same time, I also had a full exchange with the accountant in charge of the annual audit on audit-related matters.

To sum up, I have conscientiously implemented the company's "Independent Director Work System" in my daily work, performed my duties diligently, and safeguarded the rights and interests of the company and shareholders, especially small and medium-sized shareholders. The company has actively cooperated with the independent directors to carry out their work and ensured the smooth progress of all work.

3. Key issues for independent directors in the performance of their duties during the year

(1) Related party transactions

During my tenure in 2024, the company held the first meeting of the third board of directors on July 19, 2024 to deliberate and pass the "Proposal on the Acquisition of Minority Shareholders' Equity of Holding Subsidiaries and Related Party Transactions" and "Proposal on the Addition of Related Parties and the Estimated Routine Connected Transactions in 2024", and the third meeting of the third board of directors held on October 29, 2024 to deliberate and pass the "Proposal on the Estimated Daily Connected Transactions of Additional and New Related Parties in 2024". The directors associated with the above proposals all abstained from voting, and the remaining directors passed the above proposals by unanimous vote.

As an independent director of the Company, I reviewed the contents of the proposal before the Board of Directors deliberated on the above proposal. After verification, the above-mentioned related party transactions have a true background, the reasonableness and necessity of the transaction, the transaction pricing policy and pricing basis comply with the principles of openness, fairness and impartiality, and the transaction price of both parties is settled according to the market price, and it is agreed that the matter will be submitted to the board of directors for deliberation.

At the same time, the above proposals have been deliberated and passed by the special meeting of independent directors, and it is believed that the above related party transactions will not adversely affect the company and the company's financial status and operating results, comply with the provisions of the "Company Law" and other relevant laws, regulations and normative documents and the company's "related party transaction decision-making system", there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and the company's main business will not rely on related parties due to transactions, and does not affect the independence of the company.

(2) Plans for the listed company and related parties to change or waive their commitments

During my term of office in 2024, neither the company nor any related parties have changed or waived their commitments.

(3) The decisions made and measures taken by the board of directors of the acquired listed company in connection with the acquisition

During my tenure in 2024, the company has not been acquired.

(4) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports

During my tenure in 2024, I focused on and supervised the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports, and believed that the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports were true, complete and accurate, in line with the requirements of the accounting standards for business enterprises, and there were no false records, misleading statements or material omissions. The financial information and internal control evaluation reports disclosed by the company in the financial accounting reports and periodic reports comply with the provisions of relevant laws, regulations and the company's system, and the decision-making procedures are legal, and no major violations of laws and regulations have been found.

(5) Hiring or dismissing accounting firms that undertake the audit business of listed companies

During my term of office in 2024, the company has not changed its accounting firm. As an independent director of the company, I believe that Ernst & Young Huaming Certified Public Accountants (Special General Partnership) is an audit institution that meets the requirements of the Securities Law, and has the experience and ability to provide audit services for listed companies.

(6) Appointing or dismissing the person in charge of finance of a listed company

During my term of office in 2024, the company held the first meeting of the third board of directors on July 19, 2024, and deliberated and passed the "Proposal on the Appointment of the Company's Chief Financial Officer". As an independent director of the company, I believe that the procedure for hiring Ms. Mo Ruijuan as the company's chief financial officer is in accordance with the relevant provisions of the "Company Law" and the "Articles of Association".

(7) Changes in accounting policies, accounting estimates, or correction of material accounting errors due to reasons other than changes in accounting standards

During my tenure in 2024, the Company has not made any changes in accounting policies, accounting estimates, or correction of material accounting errors due to reasons other than changes in accounting standards.

(8) Nominating or appointing or dismissing directors, and appointing or dismissing senior management personnel

During my term of office in 2024, the company held the first meeting of the third board of directors on July 19, 2024, and deliberated and approved the "Proposal on the Appointment of the General Manager of the Company", "Proposal on the Appointment of the Chief Financial Officer of the Company" and "Proposal on the Appointment of the Secretary of the Board of Directors of the Company", and agreed that Mr. Liu Zhanjie should serve as the general manager of the company, Ms. Mo Ruijuan should serve as the company's chief financial officer and Ms. Huang Yanli should serve as the secretary of the company's board of directors.

As an independent director of the company, I believe that the above-mentioned personnel have the relevant professional knowledge and work experience as senior management personnel of the company, have the ability and qualifications to perform relevant duties, and do not have the circumstances stipulated in the "Company Law" and the "Articles of Association" that prohibit them from serving as directors of the company, have not been punished by the China Securities Regulatory Commission and other relevant departments and disciplined by the stock exchange, and have not been determined by the China Securities Regulatory Commission to be prohibited from entering the market and have not been lifted. The appointment procedure is in accordance with the relevant laws, administrative regulations and the relevant provisions of the Articles of Association, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.

(9) The remuneration of directors and senior management, the formulation or change of equity incentive plans and employee stock ownership plans, the achievement of the conditions for the authorization of the incentive recipients and the exercise of rights and interests, and the arrangement of stock ownership plans by directors and senior managers in the subsidiaries to be spun off

1. Remuneration of directors and senior management

During my term of office in 2024, the company strictly implemented the relevant requirements of the "Remuneration Management System for Directors, Supervisors and Senior Managers". I believe that the remuneration plan of the company's directors and senior management is reasonable, and such remuneration plan will effectively ensure that the company's directors and senior management conscientiously perform their duties and exercise their powers efficiently, in line with the relevant provisions of the company's articles of association and the actual situation of the company, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders.

(10) The operation of the board of directors and its subordinate committees

During my tenure in 2024, the board of directors of the company held a total of 3 meetings, and the convening and convening procedures of the meeting were in accordance with the provisions of the Articles of Association and the Rules of Procedure of the Board of Directors of Qingdao Haier Biomedical Co., Ltd. The special committees of the Board of Directors of the Company, including the Audit Committee, the Strategy and ESG Committee, the Nomination Committee and the Remuneration and Appraisal Committee, have convened meetings to deliberate on relevant matters in accordance with laws and regulations, the Articles of Association and the working rules of their respective special committees, put forward effective suggestions for the operation and management of the Company, and safeguarded the legitimate rights and interests of the Company and its shareholders.

Fourth, the overall evaluation and recommendations

During my tenure in 2024, I am committed to playing a key role as an independent director, providing solid support for the Board of Directors to make scientific decisions, and ensuring that the interests of the Company and all shareholders are effectively safeguarded.

Looking forward to 2025, I will continue to be guided by a highly responsible attitude towards the interests of the company and all shareholders, and act in strict accordance with the provisions of laws and regulations, normative documents and the Articles of Association. I plan to deepen communication with other directors, supervisors and management of the company, and promote a more scientific and efficient decision-making process of the board of directors. I adhere to the principles of independence, impartiality and diligence, and actively exercise my powers as an independent director and perform my duties as an independent director, so as to supervise and promote the continuous optimization of the corporate governance mechanism, further protect the legitimate rights and interests of the company and all shareholders, and devote myself to the long-term and healthy development of the company.

It is hereby reported.

Independent Director Xu Ming, March 28, 2025