EZVIZ Network: 2024 Annual Report of Independent Directors (Fang Gang)
DATE:  Apr 12 2025

Hangzhou EZVIZ Network Co., Ltd

2024 Annual Report of Independent Directors (Fang Gang)

As an independent director of Hangzhou EZVIZ Network Co., Ltd. (hereinafter referred to as the "Company"), in 2024, I will be conscientious and responsible in accordance with the relevant provisions and requirements of the "Company Law", "Code of Governance for Listed Companies", "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", "Measures for the Administration of Independent Directors of Listed Companies" and other laws and regulations, as well as the relevant provisions and requirements of the "Articles of Association of Hangzhou EZVIZ Network Co., Ltd." (hereinafter referred to as the "Articles of Association") and the "Working System for Independent Directors of Hangzhou EZVIZ Network Co., Ltd." Faithfully and diligently perform the obligations and duties of independent directors, actively attend meetings, carefully deliberate on various proposals of the meeting, give full play to their professional advantages and independent role, and strive to safeguard and effectively protect the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.

I would like to report my main work in 2024 as follows:

1. Basic information of independent directors in 2024

(1) Personal work history, professional background, and part-time employment

I am a professor with a Ph.D. in Management Science and Engineering from Zhejiang University and a Ph.D. in Information Systems from the University of Lausanne, Switzerland. Since April 2011, I have served as a director of Hangzhou Xierui Enterprise Management Consulting Co., Ltd

Affair; Since November 2011, he has served as a supervisor of Hangzhou Zhengblueprint Text Production Co., Ltd.; Since November 2015,

Director of Hangzhou Baimi Intelligent Technology Development Co., Ltd.; Since November 2019, he has served as the chairman of Ruihua Innovation Management Research Institute (Hangzhou) Co., Ltd.; Since June 2021, he has served as an independent director of the company. In addition, I currently serve as an independent director of Zhejiang Crystal Optoelectronics Technology Co., Ltd.

(2) Explanation of independence

As an independent director of the Company, after self-examination, I have not held any position in the Company other than that of an independent director, and I have no direct or indirect interest in the Company and its major shareholders or other relationships that may affect my independent and objective judgment, which meets the relevant requirements for the independence of independent directors in the Measures for the Administration of Independent Directors of Listed Companies and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, which can ensure objective and independent professional judgment and no circumstances affecting independence.

2. Performance of duties by independent directors in 2024

(1) Attendance at meetings during the reporting period

1. Attend meetings of the board of directors and general meeting of shareholders

During the reporting period, the company held a total of 7 board meetings and 2 general meetings of shareholders, all of which were attended in person. As

As an independent director, I make full use of my professional knowledge and combine with the actual operation of the company to exercise the power of independent director objectively, independently and prudently, so as to ensure the scientific decision-making of the board of directors of the company. Before the meeting, I studied the proposal materials in detail, and learned from the company to obtain the information and information needed to make decisions; In the course of the meeting, I conscientiously deliberated on various bills, actively participated in the discussions, and fully expressed my views. In 2024, I agreed with all the resolutions of the Board of Directors of the Company and did not oppose the abstention.

2. Attend the special committees of the board of directors and the special meetings of independent directors

As the chairman of the Remuneration and Appraisal Committee of the Board of Directors, I organized one remuneration meeting in 2024

At the meeting with the examination committee, the vote was cast in favor of the proposal under consideration. I have carefully studied and reviewed the remuneration policies and plans for directors and senior management, and made professional suggestions on the evaluation standards of the above-mentioned personnel. Listened to the professional reports of relevant departments on the company's overall salary appraisal management, reviewed the company's 2024 salary and performance appraisal plan, and tracked and supervised the implementation of the plan.

As a member of the Board Strategy Committee, I attended 2 Strategy Committee meetings in 2024

The motion under consideration was voted in favour. I reviewed the special plan of "improving quality and efficiency and repaying returns", and put forward opinions and suggestions based on the actual situation of the company, and tracked and inspected the implementation to ensure the scientificity of the company's development plan and strategic decision-making.

As a member of the Board Nominating Committee, I attended 2 Nominating Committee meetings in 2024

The motion under consideration was voted in favour. I have carefully reviewed the resumes and qualifications of candidates for directors and senior management, supervised the corresponding selection criteria and procedures, and effectively fulfilled my duties as a member of the nomination committee.

In 2024, I participated in three special meetings of independent directors, focusing on related party transactions

Prior research and discussion were carried out to ensure that the relevant matters were in line with the rights and interests of the company and all shareholders, especially small and medium-sized shareholders, and the relevant proposals were agreed.

(2) Exercising the functions and powers of independent directors

In 2024, I diligently performed my duties as an independent director, exercised my duties as an independent director in accordance with the law, prudently and objectively reviewed the company's major matters that may affect the interests of shareholders, especially small and medium-sized investors, and expressed professional opinions at board meetings, so as to promote the decision-making of the board of directors in line with the overall interests of the company and effectively protect the rights and interests of all shareholders, especially small and medium-sized shareholders.

During the reporting period, the company did not have any matters that required independent directors to exercise special powers.

(3) Communicate with internal audit institutions and accounting firms

During the reporting period, I listened carefully to the reports of the internal audit institutions on the effectiveness of the company's internal control, the progress of internal audit and potential risk points, so as to ensure that the management can understand and respond to possible problems in a timely manner. At the same time, I closely maintained communication with the accounting firm, effectively discussed and exchanged key audit matters, audit points and other related issues, supervised the audit progress, and ensured the timeliness, accuracy, objectivity and fairness of the audit work.

(4) Communicate with small and medium-sized shareholders

During the reporting period, I actively paid attention to the questions raised by the shareholders of the company on the "SSE e-Interaction" platform of the Shanghai Stock Exchange, and communicated with small and medium-sized shareholders by participating in shareholders' meetings and performance briefings, listened to the voices and opinions of all parties, and actively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.

(5) On-site inspection and the company's cooperation with the work of independent directors

In 2024, in strict accordance with the relevant requirements of the Measures for the Administration of Independent Directors of Listed Companies, I conducted in-depth research and inspection of the company by participating in the board of directors, shareholders' meetings, special committee meetings of the board of directors, performance briefings, etc., and performed my duties for a total of 15 days. I focused on understanding and paying attention to the company's production and operation, standardized operation, financial management, implementation of board resolutions, annual audit plan, progress and results, etc., providing reasonable suggestions for the company's sustainable and steady development, and actively and effectively fulfilling the duties of an independent director.

The Company and its management attach great importance to communication with independent directors, highly respect the opinions and suggestions of independent directors, maintain communication with independent directors by telephone, e-mail and other means in a timely manner, and submit meeting materials in a timely manner before relevant meetings, so as to fully ensure the right to know of independent directors and provide complete conditions and strong support for independent directors to perform their duties.

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

(1) Related party transactions that should be disclosed

As an independent director of the company, I have carefully reviewed the relevant information of the company's related party transactions, and believe that the transactions between the company and related parties meet the needs of the company's operation and development, are normal business transactions, the transaction pricing is reasonable and fair, the decision-making authority and decision-making procedures are legal, there is no harm to the rights and interests of the company and the company's shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the company's current and future financial position and operating results, nor will it have a significant impact on the company's independence.

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

During the reporting period, the company was not involved in relevant matters, and the commitments of the company and shareholders were strictly observed.

(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 involved in related matters.

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

In strict accordance with the requirements of relevant laws, regulations and normative documents, the company disclosed regular reports and related announcements such as the "2023 Annual Report" and the "2023 Internal Control Evaluation Report" on time. I have paid close attention to and supervised the financial information in the company's financial accounting reports and periodic reports, and believe that the financial information in the company's financial accounting reports and periodic reports is true, accurate and complete, and there are no false records, misleading statements or material omissions.

I conducted a comprehensive review of the company's internal control evaluation report, and believed that the company has established, improved and effectively implemented the internal control system, ensured the normal development of the company's various business activities and the effective control of business risks, and ensured the safety and integrity of the company's assets.

(5) Matters concerning the employment and dismissal of accounting firms

Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Deloitte Touche Tohmatsu") is an external auditor with professional capabilities and qualifications, and is able to provide good professional services to the Company in accordance with the practice standards of diligence, independence, objectivity and impartiality during the audit period. In my opinion, the company's proposal to re-appoint Deloitte Touche Tohmatsu as the company's auditor for 2024 and its deliberation procedures are in accordance with relevant laws and regulations and the Articles of Association.

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

On May 14, 2024, the first meeting of the second board of directors of the company deliberated and approved the "On the Appointment of Employees

He agreed to appoint Mr. Guo Hangbiao as the company's financial director.

I have carefully examined Mr. Guo Hangbiao's educational background, professional experience and professional qualities and other relevant information, and believe that he has the corresponding qualifications and professional ability to exercise his powers, his qualifications comply with the relevant laws and regulations and the provisions of the Articles of Association, and the company's procedures for nominating and appointing the person in charge of finance are legal and effective, and there is no harm to the rights and interests of the company and all shareholders, especially small and medium-sized shareholders.

(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 changes in accounting policies, accounting estimates or correction of major 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

In May 2024, the company carried out the general election of the board of directors and the appointment of senior management

The company nominees directors and appoints senior management to review and express consent; It is believed that the directors and senior management of the company are not prohibited from serving as directors and senior managers of listed companies as stipulated in the Company Law, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association, and their qualifications comply with the provisions of the Company Law and other laws and regulations, normative documents and the Articles of Association, and the nomination and voting procedures of such personnel are legal and compliant, and there is no harm to the rights and interests of the company and all shareholders, especially small and medium-sized shareholders.

(9) Remuneration of directors and senior management

During the reporting period, the company held the 23rd meeting of the first board of directors, and deliberated and approved the "Proposal on the 2024 Remuneration and Performance Appraisal Plan" and the "< of the 2024 Director Allowance Standard>of the Motion. I have reviewed the remuneration of the company's directors and senior management, and believe that the remuneration plan of the company's directors and senior management in 2024 is scientific and reasonable, in line with the needs of the company's long-term development, and the review procedure is in line with the relevant provisions of the company's articles of association and the company's internal management system, and does not harm the rights and interests of the company and all shareholders, especially small and medium-sized shareholders.

Fourth, the overall evaluation and recommendations

In 2024, as an independent director of the company, I will perform my duties in good faith and diligence based on the principles of objectivity, impartiality and independence, pay full attention to the company's development status, keep abreast of the company's production and operation information, carefully review the various meeting proposals, financial reports and other documents submitted by the company, and put forward reasonable suggestions to the company with my accumulated professional knowledge and practice experience, so as to continue to promote the improvement of the corporate governance system.

In 2025, I will, as always, adhere to the principles of objectivity, impartiality and independence, faithfully and effectively perform the duties and obligations of independent directors in accordance with the requirements of relevant laws, regulations and the company's system, provide reference opinions for the scientific decision-making of the board of directors, safeguard the interests of the company and all shareholders, and promote the sustainable and steady development of the company.

Finally, I would like to thank the Board of Directors and management of the Company for their cooperation and support in the performance of my duties.

It is hereby reported.

Hangzhou EZVIZ Network Co., Ltd

Independent Director: Fang Gang

April 12, 2025

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