Hefei Jinghe Integrated Circuit Co., Ltd

2024 Annual Report of Independent Directors

As an independent director of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the "Company" or "Jinghe Integration"), in 2024, I strictly comply with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Measures for the Administration of 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 laws and regulations, as well as the Articles of Association of Hefei Jinghe Integrated Circuit Co., Ltd. (hereinafter referred to as the " The relevant provisions of the "Working System for Independent Directors of Hefei Jinghe Integrated Circuit Co., Ltd.", honestly, diligently and independently perform the duties of independent directors, actively attend relevant meetings, carefully review the proposals of the board of directors, and express independent, objective and fair opinions on major matters of the company, effectively safeguard the legitimate rights and interests of the company and all shareholders, promote the standardized operation of the company, and give full play to the independent role of independent directors. I hereby report my work report for 2024 as follows:

1. Basic information of independent directors

(1) The status of independent directors

The board of directors of the company consists of 9 directors, including 3 independent directors, accounting for one-third of the board of directors.

Comply with relevant laws and regulations and the provisions of the company's system.

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

Chen Shaoheng, female, born in 1957, Taiwan, China, holds a master's degree. Ms. Chan Siu Hang 1978 7

From August 1980, he served as a staff member of the document department of Jiaqing Shipping Agency Co., Ltd.; August 1980 to 1982

In October, he was appointed as the Foreign Commissioner of the Taipei Branch of the American Continental Bank; From October 1982 to February 1987,

Served as Senior Foreign Affairs Manager of China Commercial Bank Co., Ltd., Taipei Branch; May 1988 to 1992

In February, he was appointed as Senior Vice Manager of Foreign Affairs of Standard Chartered Bank Co., Ltd., Taipei Branch; January 1992 to

In February 1999, he was appointed as Senior Vice Manager of China Commercial Bank. From January 1999 to February 2002, he served as a post

Senior Vice President, Foreign Affairs, Federal Commercial Bank; From February 2002 to February 2013, he served as a member of Yilong Industrial Co., Ltd

General Manager of Co., Ltd.; Since February 2004, he has served as the general manager of Liangqun Co., Ltd.; November 2020

So far, he has served as an independent director of Jinghe Integration.

(3) An explanation of whether there are circumstances affecting 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, neither I, nor my immediate family members nor major social relations have held any position in the Company or its subsidiaries, nor have I held any position in the Company's major shareholder units, nor have I provided financial, legal, consulting and other services for the Company and its controlling shareholders, actual controllers or their respective subsidiaries, nor have there been any circumstances that hinder my independent and objective judgment, nor have any circumstances affecting the independence of independent directors.

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

(1) Attendance at meetings of the board of directors and shareholders' meetings

In 2024, the company held a total of 16 board meetings and 2 shareholders' meetings. As an independent director, I have conscientiously performed my duties as an independent director by attending the board of directors and shareholders' meetings with diligence and responsibility, and have carefully deliberated all proposals submitted to the board of directors of the company. In the deliberation of the board of directors' proposals, I fully expressed my opinions and suggestions, exercised my voting rights independently, objectively and prudently, and voted in favor of all the proposals deliberated by the board of directors, and there was no negative vote or abstention.

During the reporting period, my attendance at the board of directors and shareholders' meetings of the company is as follows:

Attendance at the Board of Directors Shareholders at the meeting

Independent Board of Directors

Name of the matter Should be present In person Sent by correspondence Absent Whether there are two consecutive times of non-attendance

Number of seats Number of attendances Number of seats Number of times Attendance In person Attendance

Chen Shaoheng 16 16 16 0 0 No 2

(2) Participation in the work of special committees and special meetings of independent directors

In 2024, I conscientiously performed my duties and actively participated in a total of 14 committee meetings, including 10 meetings of the Audit Committee and 4 meetings of the Remuneration and Appraisal Committee, and there was no unexcused absence. In addition, I serve as the convener and moderator of the Remuneration and Appraisal Committee. It has played an important role in deliberating and making decisions on major matters related to the board of directors, and has effectively improved the decision-making efficiency of the board of directors of the company. In my opinion, the convening and convening of the meetings of the special committees were in accordance with the legal procedures, and the decision-making of relevant matters fulfilled the necessary approval procedures and disclosure obligations, and complied with the relevant provisions of laws, regulations and the articles of association of the company.

In 2024, the company held a total of 3 special meetings of independent directors, all of whom attended in person, carefully reviewed the relevant proposals, made independent and objective judgments on the matters under consideration, prudently exercised voting rights, and earnestly fulfilled the responsibilities and obligations of independent directors to safeguard the interests of the company and all shareholders.

(3) Communication with internal audit institutions and accounting firms

As a member of the Audit Committee, I listened to a briefing from the person in charge of the Company's Audit Office during the reporting period

Report on the audit work of the department, supervise the implementation of the company's internal audit plan, and guide the effective operation of the internal audit department. In the process of preparing and auditing the company's annual financial report, I have earnestly fulfilled my duties and obligations as an independent director. Before the annual audit of the accounting firm enters the audit, communicate with the accountant on the independence of the accounting firm and the relevant auditors, the composition of the audit working group, the audit plan, the risk judgment, the testing and evaluation methods of risk and fraud, and the focus of the audit of the year. After the annual audit accountant issues the preliminary audit opinion, the company communicates with the accountant in a timely manner for the preliminary audit opinion, pays attention to the problems found in the audit process, and ensures the truthfulness, accuracy and completeness of the company's annual report disclosure.

(4) Communication with small and medium-sized shareholders

During the reporting period, I actively performed my duties as an independent director, used my professional knowledge to make independent judgments in the course of performing my duties, and effectively protected the legitimate rights and interests of small and medium-sized shareholders. I communicated with the minority shareholders by participating in the company's shareholders' meeting to understand the concerns, demands and suggestions of the minority shareholders.

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

During the reporting period, in line with the attitude of independent, diligent and honest performance, I participated in the on-site work of the shareholders' meeting, the board of directors, the special committee of the board of directors and other meetings, research visits and other activities for a total of 15 days, and actively understood the company's production, operation and operation through email, telephone conference and other means, maintained communication and exchanges with other directors, supervisors and senior managers of the company, and had a comprehensive understanding of the company's operation and management, financial situation, internal control system construction, and the implementation of resolutions of shareholders' meetings and board of directors. Use professional knowledge and corporate management experience to put forward constructive opinions and suggestions on the relevant proposals of the company's board of directors, and give full play to the role of supervision and guidance. In the exercise of powers, the company's management actively cooperates, ensures that I enjoy the same right to know as other directors, actively communicates with me, and can implement and improve the issues I am concerned about, providing the necessary conditions and sufficient support for me to perform my duties.

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

In 2024, in accordance with the requirements of relevant laws, regulations and the company's rules and regulations on the duties of independent directors, I will pay close attention to and review various matters of the company, actively make suggestions and suggestions to the board of directors and special committees, and make independent and clear judgments on the legality and compliance of relevant matters, which has played a positive role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:

(1) Related party transactions

On February 28, 2024, the 25th meeting of the first board of directors of the company deliberated and passed the "Proposal on the Proposed Purchase of Land Use Rights and Projects under Construction and Related Party Transactions".

reviewed and issued a concurring opinion; On April 12, 2024, the first meeting of the special meeting of independent directors of the second board of directors and the third meeting of the second board of directors of the company deliberated and approved the "Proposal on Predicting the Company's Daily Connected Transactions in 2024 and Confirming the Related Party Transactions in 2023"; On September 19, 2024, the second meeting of the special meeting of independent directors of the second board of directors and the eighth meeting of the second board of directors of the company deliberated and approved the "Proposal on the Company's Proposed Foreign Investment and Related Party Transactions"; On November 13, 2024, the third meeting of the special meeting of independent directors of the second board of directors and the twelfth meeting of the second board of directors of the company deliberated and approved the "Proposal on the Transfer of Large Certificates of Deposit Products and Related Party Transactions". After verification, the above-mentioned related party transactions are for the normal business needs of the Company and are carried out in accordance with the actual needs of the Company, and the price of the related party transactions is fair, and the necessity of the transaction and the fairness of the pricing are in line with the relevant principles and requirements of related party transactions, and there is no harm to the interests of the Company and non-related shareholders, nor is there any obvious unfairness.

(2) The plan for the company and related parties to change or waive the commitment

During the reporting period, the company and related parties did not change or exempt the commitments, and the commitments of the company and shareholders were strictly observed, and there was no violation of relevant commitments such as share reduction and intra-industry competition.

(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 reporting period, the Company disclosed its periodic reports in strict accordance with the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and disclosed the 2023 annual report and its summary, the first quarter report of 2024, the 2024 semi-annual report and its summary, and the third quarter report of 2024 on the official website of the Shanghai Stock Exchange on April 15, 2024, April 30, 2024, August 14, 2024 and October 29, 2024, respectively. I have paid close attention to and supervised the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports, and I believe that the financial information and internal control evaluation reports in the company's financial accounting reports and periodic reports are true, complete and accurate, in line with the requirements of Chinese accounting standards, and there are 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 the Reporting Period, the Company held the fifth meeting of the second session of the Board of Directors on May 23, 2024, and the fifth meeting of the second session of the Board of Directors on May 31, 2024, which was held on June 27, 2024

The 2023 Annual General Meeting of Shareholders deliberated and passed the "Proposal on the Renewal of the Appointment of an Accounting Firm". We believe that Rongcheng Certified Public Accountants (Special General Partnership) has the qualifications for securities, futures and other related businesses, has the experience and ability to provide audit services for the company, can provide true and fair audit services for the company, and employ it as the company's 2024 annual financial report and internal control audit institution, in line with relevant laws and regulations, normative documents and the provisions of the articles of association, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.

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

On March 15, 2024, the first meeting of the audit committee of the second board of directors of the company deliberated and passed the "Proposal on the Appointment of the Company's Financial Leader"; On March 15, 2024, the first meeting of the second board of directors of the company deliberated and passed the "Proposal on the Appointment of Senior Managers of the Company". For details of the above matters, please refer to the "Announcement of Jinghe Integration on Completing the General Election of the Board of Directors and the Board of Supervisors and the Appointment of Senior Managers and Securities Affairs Representatives" disclosed by the Company on the official website of the Shanghai Stock Exchange on March 16, 2024.

(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

On February 28, 2024, the 25th meeting of the first board of directors of the company deliberated and passed the "Proposal on the General Election of the Board of Directors and the Nomination of Non-independent Director Candidates for the Second Board of Directors" and "Proposal on the General Election of the Board of Directors and the Nomination of Independent Director Candidates for the Second Board of Directors". On March 15, 2024, the company held the first extraordinary general meeting of shareholders in 2024 to deliberate and approve the above proposals. For details of the above matters, please refer to the "Announcement of Jinghe Integration on Completing the General Election of the Board of Directors and the Board of Supervisors and the Appointment of Senior Managers and Securities Affairs Representatives" disclosed by the Company on the official website of the Shanghai Stock Exchange on March 16, 2024.

On March 15, 2024, the first meeting of the second board of directors of the company deliberated and passed the "Proposal on the Appointment of Senior Managers". For details of the above matters, please refer to the "Announcement of Jinghe Integration on Completing the General Election of the Board of Directors and the Board of Supervisors and the Appointment of Senior Managers and Securities Affairs Representatives" disclosed by the Company on the official website of the Shanghai Stock Exchange on March 16, 2024.

(9) The remuneration of directors and senior management, and the formulation or change of equity incentive plans and employee holdings

Share plan, the incentive object is authorized to benefit, the conditions for exercising rights and interests are achieved, and the directors and senior management arrange the stock ownership plan in the subsidiary to be spun off

On February 22, 2024, the sixth meeting of the Remuneration and Assessment Committee of the first board of directors of the company deliberated and approved the "Proposal on the Remuneration Plan of the Directors of the Second Board of Directors"; On February 28, 2024, the 25th meeting of the first board of directors of the company deliberated and passed the "Proposal on the Remuneration Plan of the Directors of the Second Board of Directors", and I and other independent directors carefully reviewed and expressed their independent opinions. For details of the above matters, please refer to the "Announcement of Jinghe Integration on the Remuneration Plan of the Members of the Second Board of Directors and the Board of Supervisors" disclosed by the Company on the official website of the Shanghai Stock Exchange on February 29, 2024.

On March 15, 2024, the first meeting of the Remuneration and Assessment Committee of the second board of directors and the first meeting of the second board of directors of the company deliberated and passed the "Proposal on the Remuneration of Senior Managers". For details of the above matters, please refer to the "Announcement of Jinghe Integration on the Remuneration of Senior Managers" disclosed by the Company on the official website of the Shanghai Stock Exchange on March 16, 2024.

During the reporting period, the company held the third meeting of the remuneration and assessment committee of the second board of directors on May 23, 2024, and deliberated and approved the "Proposal on Granting Reserved Part of the Restricted Shares to the Incentive Recipients of the 2023 Restricted Stock Incentive Plan"; On May 31, 2024, the fifth meeting of the second board of directors and the fourth meeting of the second board of supervisors of the company deliberated and passed the "Proposal on Granting Reserved Part of Restricted Shares to the Incentive Recipients of the 2023 Restricted Stock Incentive Plan". The above-mentioned incentive plan is conducive to the sustainable development of the company, is conducive to the formation of a medium and long-term incentive mechanism for core talents, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects of the reserved part of the restricted stock grant in this incentive plan meet the conditions for becoming stock option incentive objects stipulated in laws, regulations and normative documents. For details of the above matters, please refer to the "Announcement of Jinghe Integration on Granting Reserved Part of Restricted Shares to the Incentive Recipients of the 2023 Restricted Stock Incentive Plan" disclosed by the Company on the official website of the Shanghai Stock Exchange on June 1, 2024.

Fourth, the overall evaluation and recommendations

In 2024, as an independent director of the Company, I faithfully and diligently performed my duties in accordance with the requirements of various laws and regulations, and used my professional knowledge to express my opinions and exercise my voting rights independently and impartially, and earnestly fulfilled my obligation to protect the interests of the Company and its shareholders. I pay close attention to the operation of corporate governance and business decision-making, and have conducted good and effective communication with the board of directors, the board of supervisors, and the management management, which has promoted the further improvement of the company's scientific decision-making level.

Articles of Association and other relevant regulations and requirements, fulfill the obligations of independent directors, give full play to the role of independent directors, ensure the objective, fair and independent operation of the company's board of directors, use their professional knowledge and rich experience to provide more constructive opinions for the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially the majority of small and medium-sized shareholders.

It is hereby reported.

Hefei Jinghe Integrated Circuit Co., Ltd

Independent Director: Chen Shaoheng

April 18, 2025