Zhuzhou CRRC Times Electric Co., Ltd

2024 Annual Report of Independent Directors

Feng Xiaoyun

Dear Shareholders and Shareholder Representatives,

As an independent director of Zhuzhou CRRC Times Electric Co., Ltd. (hereinafter referred to as the "Company" or "the Company"), in 2024, I strictly complied 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 Code of Corporate Governance for Listed Companies and other laws and regulations, as well as the regulations of the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") and The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") and the " According to the Articles of Association of Zhuzhou CRRC Times Electric Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Working System for Independent Non-Executive Directors of Zhuzhou CRRC Times Electric Co., Ltd., the directors shall perform their duties and obligations diligently and responsibly in their work, pay attention to close and effective communication with other directors, boards of supervisors and members of the board of directors, understand the company's operation and the implementation of the resolutions of the board of directors in a timely, comprehensive and in-depth manner, personally attend the meetings of the board of directors and various special committees, and carefully deliberate on various proposals. Independently, objectively and impartially express opinions, give full play to the role of independent directors, promote the standardized operation of the board of directors and various special committees and the continuous improvement of corporate governance, and effectively safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. The performance of the duties of independent directors in 2024 is reported as follows:

1. Basic information of independent directors

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

Ms. Feng Xiaoyun, born in 1962, Chinese nationality, no right of permanent residence abroad, 1983

He graduated from Southwest Jiaotong University with a bachelor's degree in electric locomotives, and graduated from Southwest Jiaotong University in 1988 and 2001 with a master's degree in power electronics and electric transmission

Bits and Ph.D. degrees. From July 1983 to February 2009, he successively served as an electrical officer at Southwest Jiaotong University

Faculty member, assistant dean, and associate dean of the School of Engineering, from February 2009 to January 2020

Director of Laboratory and Equipment Management Office of Southwest Jiaotong University, from January 2010 to July 2012, he served as Assistant to the President and Executive Vice Dean of the Graduate School of Southwest Jiaotong University from July 2012 to 2021

In December, he was appointed as a member of the Standing Committee of the Party Committee and Vice President of Southwest Jiaotong University, and has served since December 2021

He is a second-level professor at the School of Electrical Engineering, Southwest Jiaotong University. He has served as an independent non-executive director of the Company since June 2024.

(2) An explanation of independence

As an independent director of the Company, neither I nor my immediate family members hold any position other than independent directors in the Company or its subsidiaries, nor do I hold any position in the Company's major shareholders; Do not directly or indirectly hold shares of the company, do not directly or indirectly hold 5% or more of the company's issued shares or the top five shareholders of the company, do not hold positions in subsidiaries of the company's controlling shareholders or actual controllers, and do not have significant business dealings with the company and its controlling shareholders, actual controllers or its subsidiaries; No financial, legal, consulting or other services are provided to the company or its affiliates. Except for the allowance of independent directors, no additional, undisclosed other benefits are obtained from the company, its major shareholders or interested institutions and personnel, and there are no circumstances affecting independence.

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

(1) Attendance at meetings

In 2024, I actively participated in important meetings such as the shareholders' meeting, the board of directors and the special committees of the board of directors held by the company, and carefully reviewed the meeting reports, proposals and related matters before the meeting

materials, a comprehensive and in-depth understanding of decision-making matters, actively participate in the discussion of various issues and put forward reasonable suggestions at the meeting, make independent decisions, pay attention to the effectiveness of the implementation of the board of directors' resolutions after the meeting, and effectively safeguard the overall interests of the company and the legitimate rights and interests of small and medium-sized shareholders.

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

Attendance of the Board of Directors

Whether it is continuous

This year should be attended

Independent directors attend in person and are entrusted to attend twice without attending shareholders in person

Plus Board of Directors number of absences

Name Number of times Number of times from the number of meetings attended

frequency

discuss

Feng Xiaoyun 6 6 0 0 No 1

In FY2024, I participated in the deliberation of a total of 36 board of directors proposals involving the selection of management, the implementation of investment budgets, the use of idle funds for cash management products, the use of raised funds, and the revision of the company's basic standard operation system, and all of them voted in favor.

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

The Board of Directors of the Company consists of the Strategy and ESG Committee, the Audit Committee, the Risk Control Committee, the Remuneration Committee, the Nomination Committee and the Technology Innovation Committee. During the reporting period, as a member of the Strategy and ESG Committee, a member of the Audit Committee, a member of the Remuneration Committee, and a member of the Science and Technology Innovation Committee, in accordance with the relevant requirements of the working system of the special committees of the Board of Directors of the Company, I convened or attended special meetings, carefully discussed the meeting documents, and provided professional opinions and consultations for the scientific decision-making of the Board of Directors. Since taking office in 2024, I have personally attended the meetings of the special committees of which I am a member, and my attendance at the meetings is as follows:

Attendance at special committees of the board of directors and special meetings of independent directors

Actual number of attendances/number of expected attendances

Independent Director

Strategy & ESG Audit Committee, Remuneration Committee, Technology Innovation Committee, Independent Director

name

Committee meetings

Feng Xiaoyun 2/2 3/3 2/2 1/1 3/3

(2) Communicate with internal audit institutions and accounting firms

As a member of the Audit Committee, in 2024, I communicated with KPMG Huazhen (Special General Partnership), which is responsible for the company's audit, many times to understand the situation

The situation is as follows: On August 23, on the impact of the 2024 interim financial performance on the audit, 2024

Audit scope, audit plan, independence, audit team structure, etc

related matters were communicated; On December 13, the 2024 annual audit plan was conducted

Communication, on the planned audit scope and timing, audit plan, risk judgment, independence, audit team, etc. Communicate with the company's internal auditor on the key issues of audit concern.

Through many times of communication with KPMG Huazhen Certified Public Accountants (Special General Partnership), the comprehensiveness and effectiveness of the audit work were ensured, especially in the audit scope, audit plan, risk judgment, independence and other aspects were fully discussed and confirmed. These communications not only contribute to the smooth implementation of the audit work, but also ensure the transparency and reliability of the company's financial reports, and safeguard the interests of the company and its shareholders.

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

During the reporting period, in line with the principles of diligence, pragmatism, integrity and responsibility, I conducted special research on the company's major investment projects, and had an in-depth understanding of the company's production and operation conditions, and the implementation of the resolutions of the board of directors. In other day-to-day hours, we learn about the company's daily operations, governance structure and internal control operations by reading the company's documents and information, listening to the company's management reports, and communicating with the company's directors, management, board secretary and relevant staff.

During the reporting period, the company's management attaches great importance to the communication with the independent directors, actively cooperates with and supports my work, and the secretary of the board of directors and the office of the board of directors of the company provide the necessary conditions to ensure that my independent directors can effectively exercise their powers, and can supplement or explain the supplementary information I request in a timely manner, providing better assistance for me to perform my duties, and ensuring that I can obtain sufficient resources and necessary professional advice when performing my corresponding duties.

In 2024, I will carry out a special survey on the company's industrial development: on June 27,

Go to the company's innovation experimental platform for on-site visits and inspections to gain an in-depth understanding of the progress of project construction; On December 12, we inspected the construction progress of the new energy passenger vehicle electric drive system and key components manufacturing base project, and grasped the status of the project to be put into production and operation in the future. Through multi-dimensional and multi-angle field research, it has provided strong support for scientific decision-making and effectively fulfilled the supervisory responsibilities of independent directors.

(4) Offer suggestions and suggestions

In my daily work, I actively understand and pay attention to the company's production and operation and operation in accordance with the law, put forward valuable opinions and suggestions on the company's development strategy, reform and innovation, and the standardization and effectiveness of the operation of the board of directors, and put forward constructive suggestions on the integration of science and education, digital layout, AI application and other aspects in a special communication meeting with the chairman, so as to promote the construction of the board of directors and promote the effective play of the functions of the board of directors.

(5) Training and learning

I pay attention to political theory study and business learning on a daily basis, and actively participate in various trainings to continuously improve my ability to perform my duties.

The first is to convey and study the spirit of the relevant instructions and instructions of the central government related to the enterprise and conscientiously implement them

Implement the decision-making and deployment and work requirements of superiors. On August 23, 2024, under the leadership of the Chairman

conscientiously study and implement the general goal of the Third Plenary Session of the 20th Central Committee of the Communist Party of China presided over by Xi Jinping on further deepening reform in an all-round way; On October 30, under the leadership of the chairman, the party committee was carefully studied

"One topic", Xi Jinping's important speech at the reception celebrating the 75th anniversary of the founding of the People's Republic of China, and the important instructions for presiding over the meeting of the Political Bureau of the CPC Central Committee to analyze and study the current economic situation and economic work; On December 13, under the leadership of the chairman, Xi Jinping's important speeches on the inspection of Anhui and Fujian and the important instructions for the work of the national economic and technological development zones were studied.

The second is to actively participate in the training of directors, supervisors and senior executives. (1) Participate in the Shanghai Stock Exchange 2024 in August

Four follow-up training sessions for independent directors; (2) Participated in the special training on "Key Points and Suggestions for Independent Directors of Listed Companies to Perform Their Duties Against Fraud" organized by the Shanghai Stock Exchange in December; (3) Learning from the latest regulatory developments in H-shares issued by the company's Hong Kong lawyers and the memorandum of continuous responsibilities as a director of a Hong Kong listed company for directors, supervisors and senior executives to learn; (4) Actively participate in various other trainings organized by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), the Shanghai Stock Exchange and the Association of Listed Companies and study the relevant policy requirements through online learning.

By participating in multi-dimensional and systematic learning and training, we will continuously strengthen our professional quality and improve our ability to perform our duties. Through continuous learning and accumulation, we have continuously optimized the knowledge structure and improved the decision-making and judgment ability, which has laid a solid foundation for better fulfilling the duties of independent directors and ensuring the compliance of the board of directors in accordance with the law.

(6) Participation in performance briefings

I attended the Company's meeting at the SSE Roadshow Center of the Shanghai Stock Exchange on September 6, 2024

The 2024 semi-annual Aerospace and Advanced Rail Transit Collective Performance Briefing on the Science and Technology Innovation Board will communicate with small and medium-sized investors.

3. Key issues for independent directors to perform their duties during the reporting period

(1) Related party transactions that should be disclosed

During the reporting period, I conducted a prior investigation on the company's related party transactions and issued an independent opinion, believing that the related party transactions and review procedures comply with the provisions of laws and regulations.

The relevant transactions are carried out openly, fairly and reasonably under the principles of market economy, and the transaction prices are reasonable and fair, which does not harm the interests of the Company and its non-affiliated shareholders, and will not affect the independence of the Company. As far as the "Proposal on the Signing of the Financial Services Framework Agreement <> 2024-2027 between the Company and CRRC Finance Co., Ltd. and the Expected Routine Connected Transactions for 2024 to 2027" is concerned, we communicated with the management and the heads of relevant functional departments on the proposal in advance, and brought the concerns to the attention of the management, and carefully considered the proposal at the subsequent audit committee, the special meeting of independent directors and the board of directors. and on general commercial terms or better commercial terms, and the terms and limits of the annual transactions of deposit services, credit facilities and other financial services are fair and reasonable, and in the interests of the Company and its shareholders as a whole. I attended the company in person

The extraordinary shareholders' meeting held on December 13, 2024 in response to the proposal, the proposal was approved by 92.57%

It was approved with a high number of votes.

(2) The use of the raised funds

In accordance with the "Company Law", "Securities Law", "Measures for the Administration of Independent Directors of Listed Companies", "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", "Management System for A-share Raised Funds of Zhuzhou CRRC Times Electric Co., Ltd." and other relevant regulations, I believe that the management and use of the company's raised funds in 2024 are in line with the "Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies". According to the provisions of relevant laws, regulations, rules and other normative documents such as the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, there is no change or disguised change in the use of raised funds, which is in line with the interests of the company and all shareholders.

(3) Remuneration of directors and senior management personnel

As a member of the remuneration committee, the remuneration of the company's directors is implemented in accordance with the standards deliberated by the general meeting of shareholders, and the remuneration of senior management personnel is implemented in accordance with the company's remuneration management system

Yes. The formulation of the salary management system and the salary payment procedures are in line with the relevant laws and regulations, the Articles of Association and relevant rules and regulations, and the actual situation of the company.

(4) Performance forecasts and performance reports

Since taking office in June 2024, the company has issued one performance forecast.

(5) Cash dividends and other investor returns

During the reporting period, in order to practice the development concept of "investor-oriented" listed companies, safeguard the interests of all shareholders of the company, and based on the confidence in the company's future development prospects and the recognition of value,

On March 28, 2024, the company formulated the 2024 "Quality Improvement, Efficiency and Return" action team

to formulate a clear work direction for the company's 2024 annual action to improve quality, efficiency and return. The company's controlling shareholders, directors, supervisors and senior managers will take measures to effectively "improve quality and efficiency and return on returns" and establish a good market image of the company. In 2024, the company will actively carry out and implement various tasks according to the content of the action plan. Taking into account the return needs of investors and the long-term development of the company, the company distributed a cash dividend of RMB 7.8 (tax included) to all shareholders for every 10 shares, and the total cash dividend was calculated to be more than RMB 1.1 billion, accounting for about 35.45% of the company's net profit attributable to shareholders of listed companies in the company's consolidated statements for 2023, and the cash dividend per share increased by 41.82% year-on-year. firm

The 2023 annual profit distribution plan was approved by the 2023 annual stock meeting held on June 27, 2024

The East Asian General Assembly deliberated and approved, and implemented this dividend in August 2024. While maintaining its own sustainable and steady development, the company attaches great importance to the reasonable return on investment of shareholders, establishes a sustainable, stable and scientific dividend policy, and its decision-making procedures comply with relevant laws and regulations and the provisions of the Articles of Association.

The company has always adhered to the concept of better safeguarding the rights and interests of shareholders and creating greater value for shareholders.

In 2024, the company repurchased 13,916,900 H shares, demonstrating to the capital market its commitment to the company

The deep recognition of business stability and growth expresses firm confidence in the company's steady development in the future, and responds to changes in the capital market in real time with practical actions.

(6) Disclose financial information in financial and accounting reports and periodic reports

Since taking office in June 2024, the company has strictly followed the Shanghai Stock Exchange and the Hong Kong Stock Exchange

The disclosure of periodic reports on the requirements was made on 24 August 2024 and 31 October 2024 respectively

The 2024 semi-annual report and its summary, and the third quarter report of 2024 were disclosed on the official website of the Shanghai Stock Exchange. There are no false records, misleading statements or material omissions in the content of the periodic report disclosed by the company, and the directors, supervisors and senior management of the company guarantee that the content of the periodic report is true, accurate and complete.

(7) The fulfillment of the commitments of the company and its shareholders

As an independent director, I have long been highly concerned about the fulfillment of the commitments made by the Company and its shareholders, and through the verification and understanding of the relevant circumstances, I believe that the Company and its controlling shareholders have been able to actively fulfill the commitments they have made, and there has been no violation of the commitments. In the future, I will continue to do a good job in relevant supervision work to safeguard the legitimate rights and interests of the company and minority shareholders.

(8) The implementation of information disclosure

In strict accordance with the requirements of laws and regulations of the China Securities Regulatory Commission, the Shanghai Stock Exchange, the Hong Kong Stock Exchange and other regulatory authorities and the relevant provisions of the Company's "Information Disclosure Management Measures", the company focuses on regulatory requirements, fulfills its information disclosure obligations in accordance with laws and regulations, and ensures the truthfulness, accuracy, completeness, timeliness and fairness of the disclosed information. Since taking office in June 2024, the company has continued to improve the quality of information disclosure, and the company's announcements and circulars have been disclosed on the Shanghai Stock Exchange, the Hong Kong Stock Exchange, the company's website and designated newspapers and periodicals (if necessary) in accordance with the listing rules of the listing place, without any false records, misleading statements or material omissions, which has better fulfilled its information disclosure obligations and safeguarded the legitimate rights and interests of investors.

(9) Implementation of internal control

The Company has established a comprehensive risk prevention and control system, and a Risk Control Committee has been established under the Board of Directors, which is responsible for formulating, reviewing and revising the Company's risk strategy, reviewing and regularly reviewing the risk strategy and risk management policy, and reviewing and reviewing the Company's risk management and control system. The Risk Control Committee of the Board of Directors strictly follows the requirements of the Working Rules of the Risk Control Committee of the Board of Directors and other systems, independently and objectively performs the duties of the Committee, and forms a risk management and control mechanism for effective research and judgment, prevention and early warning, and risk resolution.

Since taking office in June 2024, the Board has reviewed and approved the 2024 Semi-Annual Risk Assessment

Valuation report, revision of the company's compliance related management measures, etc. Discuss risk assessment, risk mitigation and work plans for the next year in a timely manner, carry out comprehensive evaluation of some major investment projects that have been completed, continue to optimize the compliance operation mechanism, and take standardized processes as the starting point to achieve full coverage of compliance control links and ensure effective response to compliance risks.

In terms of the early warning mechanism for compliance risk identification, assessment and early warning, the Company has continuously improved the three compliance risk identification lists, including the Risk List of Compliance Obligations, and conducted comprehensive risk identification from external policy environment scanning to internal positions and processes, achieving full coverage of risk identification objects, and the compliance culture has been deeply rooted in the hearts of the people and continuously strengthened.

The Board of Directors of the Company and its special committees promote the Company to continuously improve its internal control and risk management system in accordance with the requirements of the Basic Standards of Internal Control and relevant supporting guidelines. During the reporting period, the Company maintained effective internal control in all material aspects in accordance with the requirements of the company's internal control system and relevant regulations, and the Company's internal control system operated effectively.

(10) The operation of the board of directors and its subordinate committees

The Board of Directors has six special committees: the Strategy and ESG Committee, the Audit Committee, the Risk Control Committee, the Remuneration Committee, the Nomination Committee, and the Technology Innovation Committee. During the reporting period, the company held a total of 3 meetings of the Strategy and ESG Committee and 5 meetings of the Audit Committee.

3 meetings of the Risk Control Committee, 5 meetings of the Remuneration Committee, and 4 meetings of the Nominating Committee

and 2 sessions of the Science, Technology and Innovation Committee. Since taking office in June 2024, the special committees have met:

The convening, convening and deliberation procedures of the meeting are in accordance with the provisions of the Articles of Association and the working rules of the relevant special committees, and the meeting materials are standardized, sufficient and delivered in a timely manner. In 2024, the special committees will conscientiously carry out various tasks, give full play to their professional functions, and assist the company in making decisions on major matters and the effective operation of the board of directors in a more standardized and perfect manner.

Fourth, the overall evaluation and recommendations

As an independent director of the company, during the performance of my duties in 2024, I will strictly follow the provisions of laws and regulations and the Articles of Association, and in line with the principles of objectivity, impartiality and independence, earnestly perform my duties, participate in the decision-making of major matters of the company, perform my duties prudently, faithfully and diligently, express independent opinions, promote the standardized operation and scientific decision-making of the board of directors of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of small and medium-sized shareholders.

In 2025, I will continue to fulfill my obligations as an independent director in accordance with the provisions and requirements of laws and regulations, the Articles of Association, continue to have an in-depth understanding of the company's business and industry dynamics, continuously enhance industry knowledge reserves, better understand the company's business, and grasp the strategic direction. Continue to strengthen communication with the company's board of directors, board of supervisors and management, take the initiative to understand the company's business development, in-depth discussion of the proposal and the understanding of the company's operation and management, and timely reflect their opinions and suggestions on the company's operation and management. Work more diligently, fulfill the duties of independent directors responsibly, effectively safeguard the interests of the company and all shareholders, especially small and medium-sized shareholders, and contribute to the sustainable and high-quality development of the company.

Independent Director: Feng Xiaoyun

March 28, 2025