Aojie Technology Co., Ltd

2024 Annual Report of Independent Directors

As an independent director of the company, I attach great importance to the legitimate rights and interests of small and medium-sized shareholders, strictly performed the supervision duties of independent directors during the reporting period, carefully reviewed various proposals, objectively expressed my opinions and opinions, and used my professional knowledge to make independent and fair judgments, and effectively protected the interests of small and medium-sized shareholders.

First, the basic situation

(1) Personal circumstances

Mr. Zhang Ke, born in 1962, is an American citizen and graduated from Worcester Polytechnic Institute with a Ph.D. degree. 1996

Founder and CEO of Synchronization until 2002; 2000 to 2002

During the year, he worked in Tsinghua Tongfang in Beijing as deputy chief engineer; From 2002 to 2015, he served as founder and CEO of VIA Telecom. From 2012 to 2013, he was responsible for the establishment of Shanghai Zhaoxin Integrated Circuit Co., Ltd. and became the first general manager. From 2015 to 2018, he worked at Intel Corporation in the United States as global vice president and general manager of the CPD business unit. From 2018 to 2023, he worked at Kleiner Perkins as an Entrepreneur

in Residence。 Since 2019, Mr. Zhang has served as the Executive Chairman of Crossbar Inc. in the United States. Mr. Zhang Ke is

Founder of PTK Acquisition Corp, a publicly traded company in the United States. Since August 2020, he has served as an independent director of the Company.

(2) Explanation of independence

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; No financial, legal, consulting or other services are provided to the company or its affiliates. I have the independence required by the China Securities Regulatory Commission's "Rules for Independent Directors of Listed Companies", "Articles of Association" and "Working System for Independent Directors" and the qualifications to serve as an independent director of the company, so as to ensure objective and independent professional judgment and no circumstances affecting independence.

2. Performance of duties in 2024

(1) Attendance of independent directors at the board of directors, professional committees and general meetings of shareholders

In FY2024, the Company held a total of 5 meetings of the Board of Directors and 1 general meeting of shareholders, all of which I attended in person

Discuss.

In FY2024, the Strategy Committee held 1 meeting and the Compensation and Appraisal Committee held 2 meetings.

I was personally present at the above-mentioned meetings; The Audit Committee met 7 times and attended 5 meetings in person.

During the reporting period, in line with the principle of prudence and objectivity, with a diligent and responsible attitude, I carefully reviewed the proposals and other relevant materials, actively participated in the discussion of each proposal, maximized the advantages of my professional knowledge and work experience, put forward reasonable opinions and suggestions, and exercised my voting rights independently and objectively. During the reporting period, I did not raise any objections to the various proposals deliberated by the Board of Directors and its special committees.

1 Attendance at the Board of Directors

During the reporting period, the company held a total of 5 board meetings, and the independent directors attended the meetings as follows:

Name of independent director Number of meetings to be attended Actual participation in meetings Number of entrusted attendances Whether they have not been related to each other twice in a row

The number of times you have participated in the meeting

Zhang Ke 5 5 0 No

2. Attend the professional committee

Audit Committee, Nomination Committee, Strategy Committee, Remuneration and Appraisal Committee

Name of Independent Director Should Attend Meeting Actually Attend Meeting Actually Attend Meeting Actually Attend Meeting Actually Attend Meeting Actually Attend Actually Attend Meeting

Number of meetings, number of meetings, number of meetings, number of meetings, number of meetings, number of meetings, number of meetings

Zhang Ke 5 5 0 0 1 1 2 2

3. Attendance at the general meeting of shareholders

During the reporting period, the company held a total of 1 annual general meeting of shareholders. My attendance at the meeting is as follows:

Name of independent director Number of meetings to be attended Actual number of meetings Absence of the number of meetings

Zhang Ke 1 1 0

4. Exercising the functions and powers of independent directors

In 2024, as an independent director of the Company, I actively participated in the Board of Directors and special committees convened by the Company in accordance with the principle of diligence and due diligence, and expressed clear opinions on the matters discussed. In 2024, I and the company

The management maintains full communication and understands the company's operations; Supervise matters that may have potential conflicts of interest between the company and the actual controller, and protect the legitimate rights and interests of small and medium-sized shareholders; We have exercised the rights granted by the company and shareholders prudently, and have not proposed to convene a general meeting of shareholders, a board of directors, a proposal to hire or dismiss an accounting firm, or an independent external auditor or consulting firm.

5. Communicate with internal audit institutions and accounting firms

In 2024, in line with the principles of prudence, objectivity and independence, and with a diligent and responsible attitude, we will actively communicate with the Company's internal audit department and external audit institutions to ensure that the Company's regular financial reports are true, accurate and complete, and comply with the requirements of relevant laws and regulations.

6. Communication with small and medium-sized shareholders

I attach great importance to communication with small and medium-sized shareholders, participate in the company's general meeting of shareholders and performance briefings, listen to the opinions and suggestions of small and medium-sized shareholders, feedback the opinions and suggestions of small and medium-sized shareholders to the company, and promote the company to better respond to the concerns of small and medium-sized shareholders.

7. On-site inspection

In 2024, I will always pay attention to the company's relevant developments, make full use of the board of directors, shareholders' meetings and other working hours, and maintain close contact with other directors, executives and relevant staff of the company through talks, telephone calls and other means, grasp the company's operation and standardized operation, comprehensively and deeply understand the progress of the company's major issues, pay attention to the impact of external environment and market changes on the company, and promote the improvement of the company's management level.

8. The cooperation of listed companies with the work of independent directors, etc

The company can timely feedback and communicate with me about the company's daily operation, financial situation and progress of major issues, and listen to my suggestions on the company's business development. Before convening the board of directors and related meetings, the company carefully prepares relevant meeting materials and transmits them in a timely and accurate manner, and the convening, convening and voting procedures of the board of directors and special committees and other meetings strictly follow the relevant regulations, and the company creates convenient conditions for me to perform my duties diligently.

3. Key issues in the performance of duties in 2024

(1) Related party transactions that should be disclosed

In 2024, the company did not have any material related party transactions that should be disclosed.

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

In 2024, the Company and related parties did not change or waive their commitments, and the commitments of the Company and its shareholders were strictly complied with.

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

In 2024, the company will not be acquired.

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

The company strictly discloses the financial information and internal control evaluation report of the financial accounting report and the periodic report in strict accordance with the relevant provisions of the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", and I pay close attention to and supervise the financial information of the company's financial accounting report and periodic report, and I believe that the content is true, accurate and complete, and there are no false records, misleading statements or major omissions. The company's internal control system is operating well, and it has maintained effective internal control in all major aspects in strict accordance with the requirements of the company's internal control system and relevant regulations.

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

In FY2024, I participated in the meetings of the Audit Committee and the Board of Directors to review the "Renewal of the Company's 2024 Fiscal Year

Auditor's Motion. The company hired PricewaterhouseCoopers Zhongtian Certified Public Accountants (Special General Partnership) as the company's audit institution, the appointment procedure is legal and effective, the firm has the qualifications and ability to provide audit services for the company, and its audit team is committed to following independent, objective and impartial professional standards in the audit work, and completing the audit work with due diligence.

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

In 2024, the company did not appoint or dismiss the financial director of the listed company.

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

In 2024, the Company did not make any changes in accounting policies, accounting estimates or corrections of material accounting errors due to reasons other than changes in accounting standards.

(8) 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

In 2024, I participated in the Remuneration and Appraisal Committee and the eighth meeting of the second board of directors to deliberate and pass the "Proposal on Confirming the 2023 Remuneration and 2024 Remuneration Plan of the Company's Senior Managers".

As a member of the Remuneration and Appraisal Committee, I reviewed the relevant proposals before submitting them to the Board of Directors, and believed that the remuneration plan of the Company's senior management personnel was formulated based on the remuneration level of the company's industry and scale, combined with the actual operation of the Company, and there was no harm to the interests of the Company and its shareholders, and it was in line with the relevant national laws, regulations and the Articles of Association.

In 2024, I participated in the deliberation and approval of the Remuneration and Appraisal Committee and the 11th meeting of the second session of the Board of Directors

The grant date of the reserved grant and the incentive object are in accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Equity Incentives of Listed Companies and other relevant laws, regulations and normative documents, as well as the Articles of Association, and the deliberation and decision-making procedures are legal and compliant, which is conducive to further improving the corporate governance structure, the sustainable development of the company, and the formation of a long-term incentive mechanism for core talents, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.

Fourth, the overall evaluation and recommendations

As an independent director of the company, I have faithfully, diligently and responsibly performed my duties as an independent director in strict accordance with relevant laws, administrative regulations and the Articles of Association of the company, played an active role as an independent director in order to promote the scientific and fair decision-making of the board of directors, and effectively safeguarded the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders.

In 2025, I will strictly abide by the relevant regulations, continue to participate in corporate governance based on the principles of independence, objectivity and prudence, resolutely safeguard the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders, and promote the healthy and standardized development of the company.

Zhang Ke

2025-04-07