Shanghai Baichu Electronic Technology Co., Ltd

2024 Annual Report of Independent Directors

During my term of office in 2024, as an independent director of Shanghai Bochu Electronic Technology Co., Ltd. (hereinafter referred to as the "Company"), I will strictly follow the "Company Law", "Securities Law", "Measures for the Administration of Independent Directors of Listed Companies" and other legal norms, as well as the "Articles of Association" and "Guidelines for the Performance of Independent Directors" and other institutional requirements. Participate in the decision-making and deliberation of the board of directors through the verification of business data. The performance of duties during the 2024 term of office is hereby reported as follows:

1. Basic information of independent directors

(1) Work history, professional background and part-time position

Mr. Zhang Feng, born in December 1968, Chinese nationality, no permanent right of abode abroad. He graduated from Xi'an Jiaotong University in September 1996 with a bachelor's degree and a doctorate degree in electrical engineering. Since October 1996, he has been a teacher in the School of Electronic Information and Electrical Engineering, Shanghai Jiao Tong University, and has been a professor since 2008. Since July 2021, he has served as the executive director of Shanghai Rongshen Energy Technology Co., Ltd.; Since July 2021, he has served as an executive director of Shanghai Rongshen Energy Technology Development Co., Ltd.; Since June 2023, he has served as a supervisor of Shanghai Lingcheng Energy Technology Development Co., Ltd. Since August 2023, he has served as a supervisor and financial director of Shanghai Rongshen Technology Research Co., Ltd. From July 4, 2018 to June 25, 2024, he served as an independent director of the Company.

(2) Independence

I, my immediate family members, and my main social relations have not held any position in the Company and its affiliates, and have not obtained any undisclosed benefit arrangements in the Company and its affiliates; During the performance of duties, there is no interest with the company that may affect independent judgment, and it meets the statutory requirements on independence in the Measures for the Administration of Independent Directors of Listed Companies, and can make objective decisions based on professional cognition.

2. Overview of the annual performance of duties by independent directors

(1) Attendance at the meeting

Attendance at the Board of Directors (excluding meetings of special committees of the Board of Directors) Attendance at the General Meeting of Shareholders

The surname of the director

The name should be present at the Board of Directors, in person, in person, by delegation, and at the general meeting of shareholders

Count Count Count

Zhang Feng 6 6 0 2

As an independent director of the company, I have always adhered to the principle of diligent performance of duties, insisted on participating in the discussion of various proposals and putting forward professional opinions, and made full use of my professionalism and industry experience to prudently express my views. In the voting ring

The section strictly maintained an independent judgment position and voted in favor of all motions.

During the deliberation process of the Board of Directors during the 2024 term, I did not raise any objections to any proposals, and all proposals were unanimously approved by all directors.

(2) Participation in special committees

During the reporting period, as a member of the Audit Committee, a member of the Remuneration and Assessment Committee and the Chairman of the Nomination Committee, I attended special meetings in accordance with the relevant requirements of the Company's Committee, carefully discussed the meeting documents, and provided professional advice and consultation for the scientific decision-making of the Board of Directors. My attendance at the meeting is as follows:

Name of the special committee The number of meetings I have attended during the reporting period during my term of office

Number of meetings

Audit Committee 5 5

Remuneration and Appraisal Committee 1 1

Nominating Committee 1 1

During my term of office, I served as a member of the Audit Committee, a member of the Remuneration and Appraisal Committee and the Chairman of the Nomination Committee of the Board of Directors of the Company, and abided by the requirements of the rules of procedure of each special committee, and attended the meeting and exercised my powers in accordance with the Articles of Association, the Rules of Procedure of the Board of Directors and the rules of the special committee meeting. Through regular review of operating data and financial reports, we have a comprehensive understanding of the company's actual operation, pay attention to the annual financial report audit process, put forward constructive plans for strategic planning, pay attention to compliance with major issues, and strictly evaluate the management performance compensation system. Carefully review the background qualifications of directors. In the process of voting on proposals, we always maintain the independence of professional judgment and the rigor of decision-making, earnestly perform the supervision and guidance functions of professional committee members, and effectively promote the improvement of the corporate governance system and the improvement of business quality and efficiency.

(3) Communication with the internal audit department and external audit institutions

During the term of office in 2024, we will maintain efficient collaboration with the company's internal audit department, and fully communicate with third-party auditors on regular financial reports and related matters. In the preparation and implementation stage of the annual audit, I focused on the core links of the company's internal control, the composition of the audit team, the quality control mechanism, the coverage of the audit plan, the risk assessment criteria, the project timeline, and the fact verification and exchange of opinions on key audit matters. After comprehensive evaluation, the final audit conclusion is objective and fair.

(4) The performance of duties and the company's support for the work of independent directors

During my tenure during the reporting period, I conducted on-the-ground visits to the company by attending on-site meetings of the board of directors and during work breaks

Perform duties and research, continue to pay attention to the company's operation status, maintain full communication with board members and management, grasp the daily operation management and financial work dynamics, and follow up the progress of major matters in a timely manner. The directors and senior management of the company attach full importance to the work communication with me, provide necessary support and guarantee in the process of performing their duties, and effectively ensure the smooth development of various tasks.

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

During the reporting period, I summarized the key issues in the performance of duties as follows:

(1) Related party transactions that should be disclosed

During the reporting period, the Company did not have any related party transactions that should be disclosed.

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

During the term of office of the reporting period, the Company, its controlling shareholders and actual controllers strictly fulfilled their commitments during the reporting period or continued to the reporting period, and there was no violation of the commitments.

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

During the reporting period, the Company was not acquired.

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

During the term of office of this reporting period, I reviewed the financial information and internal control evaluation report in the company's financial accounting report and periodic report, and also communicated with the company's directors, senior executives and financial leaders.

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

On May 29, 2024, the 16th meeting of the Audit Committee of the second board of directors of the company approved the "Proposal on the Appointment of the Company's 2024 Audit Institution". Subsequently, on June 6, 2024, after deliberation at the 32nd meeting of the second board of directors, the proposal was passed again. Finally, at the first extraordinary general meeting of shareholders held on June 25, 2024, the proposal was finally approved, and Rongcheng Certified Public Accountants was officially determined to serve as the company's financial audit and internal control audit service provider in 2024.

After verification, Rongcheng Certified Public Accountants holds a securities and futures business license, has rich experience in audit services for listed companies, and its professional qualifications and business capabilities meet the requirements of the company's financial statement audit and internal control system assurance for the current year.

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

During my tenure, the company has not hired or dismissed the person in charge of finance of a listed company.

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

During the reporting period, the Company did not make any changes in accounting policies, accounting estimates or correction of material accounting errors due to reasons other than changes in accounting standards.

(8) Nominating, appointing or removing directors and appointing them

During the term of office of the reporting period, the Company implemented the general election of the second to third sessions of the Board of Directors in accordance with the law, and the general election process was strictly implemented in accordance with the requirements of laws and regulations. The Nomination Committee completes the qualification review of directors through background checks, professional competence assessments and other procedures.

(9) The implementation of the remuneration plan and equity incentive plan of directors and senior management

During the term of office of the reporting period, the Company formulated and implemented the remuneration plan for directors and senior management in accordance with the Company's "Remuneration Management System for Directors, Supervisors and Senior Managers" in accordance with the remuneration level of listed companies in the same industry and in combination with the actual situation of the Company.

During the reporting period and during my tenure, the company completed the vesting of the fourth vesting period of the first grant of the restricted stock incentive plan in 2019 and the first vesting period of the first grant of the restricted stock incentive plan in 2022, and I reviewed the validity and legitimacy of the incentive qualifications of the incentive recipients, in accordance with the "Measures for the Administration of Equity Incentives of Listed Companies", the company's "2019 Restricted Stock Incentive Plan", "2022 Restricted Stock Incentive Plan" and "2019". The Measures for the Assessment and Management of the Implementation of the Restricted Stock Incentive Plan and the Measures for the Assessment and Management of the Implementation of the 2022 Restricted Stock Incentive Plan have abolished some of the restricted shares that have been granted but have not yet been vested, and the reasons for the number of shares that have been invalidated and the calculation process have been reviewed.

(10) Cash dividends and other investor returns

I paid close attention to the company's dividends during the reporting period, and the 28th meeting of the company's second board of directors and the 2023 annual general meeting of shareholders deliberated and approved the proposed cash dividend to all shareholders for every 10 shares

25.1 yuan (tax included), it is proposed to use the capital reserve to increase 4 shares for every 10 shares to all shareholders. This distribution

The total amount of cash dividends will be calculated based on the actual number of shares entitled to participate on the record date of the implementation of the equity distribution. In view of the fact that part of the fourth vesting period of the Company's 2019 restricted stock incentive plan and part of the first vesting period of the 2022 restricted stock incentive plan have been registered with ChinaClear Shanghai Branch on April 1, 2024, the company's share capital has increased from 146,334,064 shares to 146,751,934 shares. According to the profit distribution plan, the company will maintain the distribution ratio per share unchanged to the total shares of the company before the implementation of the plan

Based on 146,751,934 shares, a cash dividend of RMB 2.51 (tax included) will be distributed per share, with a total cash dividend of RMB 368,347,354.34 (tax included), accounting for 50.53% of the company's net profit attributable to shareholders of the parent company in the consolidated statements for 2023, and a total of 58,700,774 shares will be transferred, and the total share capital of the company will increase to 205,452,708 shares. The above-mentioned dividends are in line with the relevant provisions of the Articles of Association and the actual situation of the company, which is conducive to the company's stable operation and sustainable and healthy development.

During my tenure during the reporting period, the company's system was sound and standardized, and there were no other matters that needed to be improved.

Fourth, the overall evaluation and recommendations

As an independent director of a listed company, I strictly abide by the requirements of laws and regulations such as the Measures for the Administration of Independent Directors of Listed Companies and the articles of association of the company, uphold the working principles of prudence, objectivity and independence, and perform my supervisory duties with a highly responsible attitude. By continuing to pay attention to the quality and efficiency of corporate operations and governance practices, and deeply paying attention to the company's daily operation and governance dynamics, we will effectively perform the functions of independent directors and strive to promote the improvement and sustainable development of the governance system of listed companies.

Independent Director: Zhang Feng

April 2, 2025