Shanghai Bochu Electronic Technology Co., Ltd.

2022 Independent Director Report

As an independent director of Shanghai Baichu Electronic Technology Co., Ltd. (hereinafter referred to as the "Company"), in 2022, we strictly follow the "the People's Republic of China Company Law" (hereinafter referred to as the "Company Law"), "Rules for Independent Directors of Listed Companies", and Shanghai Laws, regulations and regulatory documents such as the Stock Listing Rules on the Science and Technology Innovation Board of the Stock Exchange, as well as the "Articles of Association of Shanghai Baichu Electronic Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), the company's "Independent Director Work System", the company's "Independent Director Annual Report Work System" and other company system requirements, faithfully perform independent directors Responsibilities, take the initiative to understand the company's production and operation status, actively attend the company's general meeting of shareholders, board of directors and various special committee meetings in 2022, and give full play to professional expertise, put forward reasonable suggestions for the company's operation and development, and provide strong support for the scientific decision-making of the board of directors by expressing prudent and objective independent opinions on relevant matters deliberated by the board of directors, promote the standardized operation of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders.

Basic information on the 1. of independent directors

On July 4, 2018, the members of the company's first board of directors and special committees of the board of directors were elected by the company's founding meeting. Mr. Jin Jianzhong, Mr. Zhang Feng, and Mr. Xi Juntong were elected as independent directors of the company for a term of three years. Mr. Jin Jianzhong and Mr. Zhang Feng were also elected members of the Audit Committee of the Board of Directors, and Mr. Jin Jianzhong was the convener of the Audit Committee. Mr. Zhang Feng and Mr. Xi Juntong were also elected members of the Nomination Committee of the Board of Directors, and Mr. Zhang Feng was the convener of the Nomination Committee. Mr. Zhang Feng and Mr. Xi Juntong were also elected members of the Remuneration and Appraisal Committee of the Board of Directors, and Mr. Xi Juntong is the Convenor of the Remuneration and Appraisal Committee. Mr. Xi Juntong was also elected as a member of the Strategy Committee of the Board of Directors.

The company held the 25th meeting of the first board of directors on June 4, 2021, and reviewed and approved the "Proposal on the Change of the Board of Directors and the Election of Independent Director Candidates for the Second Board of Directors", and the second extraordinary general meeting of shareholders in 2021 After deliberation and approval, Mr. Jin Jianzhong, Mr. Zhang Feng, and Mr. Xi Juntong were elected as independent directors of the company. The company held the first meeting of the second board of directors on July 2, 2021, and deliberated and passed the proposal on electing members and chairman of the special committees of the second board of directors of the company. Mr. Jin Jianzhong and Mr. Zhang Feng were also elected members of the Audit Committee of the Board of Directors, and Mr. Jin Jianzhong was the convener of the Audit Committee. Mr. Zhang Feng and Mr. Xi Juntong were also elected members of the Nomination Committee of the Board of Directors.

Mr. Xi Juntong is the Convenor of the Remuneration and Appraisal Committee. Mr. Xi Juntong was also elected as a member of the Strategy Committee of the Board of Directors.

(I) work history, professional background and part-time job

Mr. Jin Jianzhong: Born in May 1958, Chinese nationality, no permanent right of abode abroad. From September 1981 to July 1984, he studied at Shanghai Lixin Institute of Accounting and Finance, and from September 1993 to July 1996, he studied at East China Normal University. From April 1976 to August 2004, he served as Manager and Vice President of the Finance Department of Huangpu District Housing Authority and New Huangpu Group. From September 2004 to March 2014, he was the Chief Financial Officer of Shanghai Real Estate Group. From April 2014 to May 2015, he served as the chief financial officer of Shanghai Greenland Holding Company, and from June 2015 to February 2022, he served as the chief financial officer of Shanghai Dongxing Investment Holding Development Co., Ltd.; from May 2017 to December 2019, he served as the chief financial officer of Shanghai Aixu New Energy Co., Ltd. (600732.SH) director. He is currently an independent director of Tibet Urban Development Investment Co., Ltd. (600773.SH), Shanghai Feike Electric Appliance Co., Ltd. (603868.SH) and an independent director of the company.

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 doctor's degree in electrical engineering. Since October 1996, he has been a teacher in the School of Electronic Information and Electrical Engineering of Shanghai Jiaotong University and a professor since 2008. Since December 2015, he has been the supervisor of Shanghai Yishipo Electronic Technology Co., Ltd.; since July 2021, he has been the executive director of Shanghai Rongshen Energy Technology Co., Ltd.; since July 2021, he has been the executive director of Shanghai Rongshen Energy Technology Development Co., Ltd. He is currently an independent director of the Company.

Mr. Xi Juntong: Born in October 1963, Chinese nationality, no permanent right of abode abroad. In May 1999, he graduated from Xi'an Jiaotong University with a bachelor's degree and a master's degree in material forming and a doctor's degree in mechanical engineering. From 1986 to April 1994, he worked in Xi'an Jiaotong University as an assistant, lecturer, associate professor and professor. Since March 2002, he has worked in Shanghai Jiaotong University as an associate professor and professor. He is currently the director of Shanghai Jiaotong University Lingang Intelligent Manufacturing Innovation Technology Co., Ltd., the general manager of Shanghai Intelligent Manufacturing Function Platform Co., Ltd., and the director of Shanghai Jiaotong University Enterprise Development Group Co., Ltd. He is currently an independent director of Shanghai Electric Group Co., Ltd. (stock code: 601727), Shanghai Haide Control System Co., Ltd. (stock code: 002184), Shanggong Shenbei (Group) Co., Ltd. (stock code: 600843) and the company.

(II) independence

As independent directors of the Company, neither we nor our immediate family members nor our major social relationships hold positions in the Company or its affiliates and do not provide goods or services to the Company or its affiliates. We do not exist

The ability to make independent and objective judgments on related matters due to the existence of relationships with the company and major shareholders that may hinder independent and objective judgments is in compliance with the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"). The conditions for independence stipulated in the Rules for Independent Directors of Listed Companies.

Annual Performance of Independent Directors of 2.

Attendance at (I) meetings

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

Director's surname

Name should attend the board of directors in person, attend the commission, attend the shareholders' meeting.

Counting Counting

Jin Jian Zhong 12 12 0 3

Zhang Feng 12 12 0 3

Xi Juntong 12 12 0 3

At board meetings, we conscientiously perform our duties as independent directors in accordance with the law, give full play to our respective professional capabilities, carefully deliberate various proposals, exercise voting rights independently and objectively, and express independent opinions on relevant proposals.

Voting at (II) meetings

During the reporting period, we voted in favor of all the proposals of the company's 2022 board of directors, and all the proposals considered by the company's 2022 board of directors were passed unanimously.

(III) site visits and the company's cooperation with independent directors

During the reporting period, we paid close attention to the company's business activities, used the time of attending the on-site meeting of the board of directors and other personal working hours to conduct on-site inspections of the company, conduct in-depth exchanges with other directors and senior executives of the company and maintain close contact to understand the company's daily operation and management., Financial status, timely informed of the progress of the company's major issues. Other directors and senior executives of the company attach great importance to communication with us, actively adopt our suggestions on the operation and development of the company, create convenient conditions for us to perform our duties diligently and provide comprehensive support.

3. the annual performance of independent directors focus on the situation.

During the reporting period, our focus on annual performance is summarized as follows:

(I) Related Transactions

There were no significant related transactions during the reporting period.

(II) external guarantees and capital appropriation

During the reporting period, the Company did not have any external guarantees or capital appropriation.

Use of (III) raised funds

With the approval of the China Securities Regulatory Commission for registration, the company issued 25 million RMB ordinary shares (A shares) to the public for the first time in August 2019, with a par value of 1.00 yuan per share, an issue price of 68.58 yuan per share, and a total amount of funds raised of 1,714,500,000.00 yuan. After deducting the issuance expenses, the net amount of funds raised is 1,611,687,075.48 yuan. With the approval of the Board of Directors, the Company has set up six special accounts for raising funds, respectively used for "bus laser cutting system intelligent upgrade project", "ultra-fast laser precision micro-nano processing system construction project", "research and development center construction project", "marketing network strengthening project", "equipment health cloud and MES system data platform construction project", "bus laser cutting system intelligent upgrade project" to raise funds and over-raised funds storage and management. As of December 31, 2022, the balance of the above special account totaled 436,156,936.97 yuan.

After the China Securities Regulatory Commission "on the approval of Shanghai Baichu Electronic Technology Co., Ltd. to issue shares to specific objects for registration" (Securities Regulatory License [2022] No. 372), the company to the specific.

Like the issue of shares A shares 3,665,441 shares, the issue price is 266.68 yuan/share, this.

The total amount of funds raised in this issuance is RMB 977,499,805.88, and after deducting the relevant issuance expenses of RMB 19,104,622.65, the net amount of funds raised is RMB 958,395,183.23. After deliberation and approval by the board of directors, the company has set up six special accounts for raising funds, which are used for the storage and management of the raised funds of "intelligent cutting head expansion project", "intelligent welding robot and control system industrialization project" and "ultra-high precision drive and control integrated research and development project. As of December 31, 2022, the balance of the above special account totaled 252,581,508.05 yuan.

During the reporting period, the company strictly abided by the "Guidelines for the Supervision of Listed Companies No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation", etc. Laws, regulations, regulatory documents and the relevant provisions of the "Shanghai Baichu Electronic Technology Co., Ltd. Fund Raising Management System, in the decision-making of using part of the temporarily idle raised funds for cash management and other matters, it is ensured that the use of the raised funds is standardized, the direction of use of the raised funds is not changed, there is no disguised change in the use of the raised funds, and there is no harm to the interests of the company and shareholders.

(IV) merger and reorganization

There were no major mergers and acquisitions during the reporting period.

Remuneration of senior management in (V)

The remuneration plan for senior management personnel is formulated and implemented in accordance with the Company's "Remuneration Management System for Directors, Supervisors and Senior Management Personnel.

(VI) Performance Forecast and Performance Express

During the reporting period, the Company disclosed the 2021 Annual Results Pre-increase Announcement on January 26, 2022 and the 2021 Annual Results Express Announcement on February 22, 2022 in compliance with relevant laws and regulations.

(VII) appointment or change of accounting firm

The company held the second extraordinary general meeting of shareholders in 2022 on November 18, 2022, and reviewed and approved the "Proposal on Renewing the Company's 2022 Audit Institution". The company appointed Lixin Certified Public Accountants (Special General Partnership) as the company's 2022 financial statement audit Institution and internal control audit institution.

The Company's procedures for the appointment of financial statement auditors and internal control auditors for the year 2022In accordance with the provisions of relevant laws, regulations, regulatory documents and the Articles of Association of the Company, we believe that the accounting firm we have engaged has the experience and ability to provide audit services for listed companies and can independently audit the financial situation of the Company to meet the requirements of the Company's financial audit work. In providing audit services for the company, we should abide by our due diligence, follow the independent, objective and fair practice standards, and be able to complete various audit tasks well. There are no circumstances that would harm the interests of the Company and all shareholders, especially the small and medium shareholders.

(VIII) cash dividends and other investor returns

The ninth meeting of the second board of directors and the 2021 annual general meeting of shareholders of the company deliberated and approved the plan to distribute a cash dividend of 18.5 yuan (including tax) to all shareholders for every 10 shares, and at the same time, the capital reserve fund will be used to transfer 4 shares for every 10 shares to all shareholders, and no bonus shares will be given. Based on 104,000,786 shares of the Company's total share capital as of April 19, 2022, a total of 41,600,315 shares were transferred, and the total share capital of the Company increased to 145,601,101 shares after the transfer. The total amount of cash dividends to be distributed will be calculated based on the actual number of shares entitled to participate on the date of registration of the equity distribution. If calculated on the basis of 104,000,786 shares of the company's total share capital on May 25, 2022, the total amount of cash dividends to be distributed is RMB 192,401,454.10 (including tax), accounting for 34.97 of the net profit attributable to the shareholders of the parent company in the 2021 consolidated statement.

Fulfillment of commitments by (IX) companies and shareholders

The listed company, the controlling shareholder and the actual controller strictly fulfilled the commitments made during or continuing into the reporting period, and there was no breach of the commitments.

Implementation of (X) information disclosure

During the reporting period, the company strictly abided by the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Listed Company Information Disclosure Management Measures" and other relevant laws, regulations and regulatory documents, and fulfilled its information disclosure obligations to ensure the authenticity and accuracy of information disclosure And completeness, a total of 4 periods were disclosed during the reporting period

Periodic reports and 79 interim bulletins.

(xi) Implementation of internal controls

During the reporting period, the Company established and improved the internal control system and steadily promoted the construction of the internal control system in accordance with the requirements of the "Basic Standard for Internal Control of Enterprises" and other documents.

(xii) Operation of the Board of Directors and its specialized committees

During the reporting period, the operation of the company's board of directors and its special committees, including meeting notice, meeting convening, on-site discussion, decision-making voting, document signing, resolution announcement and other links, complied with the requirements of relevant laws, regulations and normative documents.

(XIII) Development of new business

The company did not carry out new business during the reporting period.

(xiv) Other matters that the independent directors believe the listed company needs to improve.

During the reporting period, the company has a sound system and standardized operation, and there are no other matters that need to be improved.

4. overall assessment and recommendations

This year, we faithfully and diligently perform the obligations of independent directors in strict accordance with the Company Law, the rules for Independent Directors of listed companies, the rules for the listing of shares on the Science and Technology Innovation Board of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the articles of Association, the working system of Independent Directors and the annual report of Independent Directors of the company. Proceeding from the interests of the company and all shareholders, deliberate independent opinions on the decision-making of major matters of the company. In the next year, we will continue to fulfill our obligations as independent directors in the spirit of loyalty and diligence, give full play to our professional and independent role, and resolutely safeguard the legitimate rights and interests of the company and all shareholders.

Independent Directors: Jin Jianzhong, Zhang Feng, Xi Juntong

10 April 2023