SUPCON Technology Co., Ltd

2024 Annual Report of Independent Directors (Xu Chao)

As an independent director of SUPCON Technology Co., Ltd. (hereinafter referred to as the "Company"), in 2024, I will perform my duties honestly, diligently and independently, and actively attend relevant meetings in strict accordance with the provisions and requirements of relevant laws, regulations and rules such as 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 Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association, and the Working Rules for Independent Directors. Carefully deliberated the proposals of the board of directors, effectively safeguarded the legitimate rights and interests of the company and public shareholders, promoted the standardized operation of the company, and gave full play to the role of independent directors and various special committees. I hereby report on my performance of my duties as an independent director in 2024 as follows:

1. Basic information of independent directors

(1) The status of independent directors

The sixth session of the board of directors of the company is composed of 7 directors, including 3 independent directors, accounting for one-third of the number of directors, in accordance with relevant laws and regulations and the provisions of the company's system.

(2) The appointment of independent directors to special committees of the board of directors

As of the end of the reporting period, the composition of the special committees of the sixth session of the board of directors of the company is as follows:

Strategy Committee: Zhang Kehua (Chairman), Wang Jianxin, Xu Chao

Audit Committee: Chen Wenqiang (Chairman), Shen Haiqiang, Xue Anke

Remuneration and assessment committee: Xu Chao (chairman), Wang Jianxin, Shen Haiqiang

NOMINATION COMMITTEE: SHEN HAIQIANG (CHAIRMAN), XU CHAO, CUI SHAN

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

Mr. Xu Chao, born in June 1980, Chinese nationality, no right of permanent residence abroad, postgraduate degree, doctoral degree. He has successively served as the deputy director of the Institute of Intelligent Systems and Control of Zhejiang University and the deputy director of the School of Control of Zhejiang University

Chang, Dean of Huzhou Research Institute of Zhejiang University, Deputy Director of the Management Committee of Nannan Taihu New Area (Huzhou Economic and Technological Development Zone, Huzhou Taihu Lake Tourism Resort) in Huzhou City, Zhejiang Province, Member of the 9th CPPCC of Huzhou City, Standing Committee Member of the 8th Committee of Huzhou Science and Technology Association, Deputy Director of Huzhou Digital Reform and Standardization Technical Committee, mainly engaged in research in the field of intelligent systems and robots.

(4) An explanation of whether there are circumstances affecting independence

In 2024, as an independent director of the company, neither I, nor my immediate family members nor major social relations hold any position in the company or its subsidiaries, 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 and actual controllers, and have no major business dealings with the company and its controlling shareholders, actual controllers or its subsidiaries. I have not provided financial, legal, consulting, sponsorship or other services to the Company, its controlling shareholder, actual controller or its subsidiaries. I meet the independence requirements stipulated in Article 6 of the Measures for the Administration of Independent Directors of Listed Companies, and maintain objective and independent professional judgment in the performance of my duties, and there is no circumstance that affects my independence.

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

(1) Attendance at meetings

During the reporting period, the company held a total of 9 board meetings and 5 general meetings of shareholders. Among them, the board of directors held 1 on-site voting meeting, 8 communication voting meetings, and 0 on-site meetings held in combination with communication. My attendance as an independent director is as follows:

Participating shareholders

Attendance at Board meetings

Independent General Assembly

Directors to communicate whether two in a row

Name should be present in person out delegated out absent

Mode: No in-person attendance

Number of seats Number of seats Number of times of seats

Number of seats: Meetings

Xu Chao 9 9 8 0 0 No 5

As an independent director, I am in a position to discuss matters submitted to the Board of Directors, especially major matters

The company and relevant parties maintain close communication, carefully study relevant materials, carefully consider each proposal, make full use of their own professional knowledge, combined with the actual operation of the company, objectively, independently and prudently exercise the power of independent directors, so as to ensure the scientific decision-making of the company's board of directors. During the reporting period, there were no unexcused absences or two consecutive non-attendances in person.

During the reporting period, I believe that the convening and convening of the board of directors and the general meeting of shareholders of the company are in accordance with the legal procedures, and the relevant approval procedures have been fulfilled for major matters.

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

During the reporting period, I convened or attended special meetings in strict accordance with the Code of Corporate Governance for Listed Companies and the relevant requirements of the working rules of the company's special committees, and actively participated in the meetings of various special committees.

Name of the Special Committee Number of meetings held during the reporting period Number of meetings attended by the person in person

Strategy Committee 3 3

Remuneration and Appraisal Committee 4 4

Nominating Committee 2 2

As the chairman of the Remuneration and Appraisal Committee, he presided over the Remuneration and Appraisal Committee of the Board of Directors for four times during the reporting period, performed his duties in strict accordance with the requirements of the Working Rules of the Remuneration and Appraisal Committee of the Board of Directors and other relevant systems, reviewed matters such as executive remuneration and restricted stock incentive plans, and fully performed the duties of the Remuneration and Appraisal Committee.

As a member of the nomination committee, he participated in the nomination committee twice during the reporting period, and in strict accordance with the provisions of the company's "Working Rules for the Nomination Committee of the Board of Directors" and other relevant systems, reviewed, assessed and made recommendations on the by-election of independent directors and the nomination of senior management, and earnestly performed the work responsibilities of the nomination committee.

On January 26, 2024, the company held the second special meeting of independent directors of the sixth board of directors by means of communication, and deliberated and passed the "Proposal on Joint Foreign Investment and Related Party Transactions with Related Parties".

On January 29, 2024, the company held the third special meeting of independent directors of the sixth board of directors by means of communication, and deliberated and passed the "Proposal on the Appointment of Strategic and Technical Consultants and Related Party Transactions", which I attended

At the above-mentioned meeting, the content of the proposal was reviewed in advance, and the above proposals were all agreed.

On April 7, 2024, the company held the fourth special meeting of the independent directors of the sixth board of directors in an on-site manner, and deliberated and passed the "Proposal on the Estimated Quota of Routine Related Party Transactions in 2024" and "Proposal on Joint Foreign Investment and Related Party Transactions with Related Parties".

On June 11, 2024, the company held the fifth special meeting of the independent directors of the sixth board of directors by means of communication, and deliberated and passed the "Proposal on Increasing the Estimated Quota of Daily Related Party Transactions in 2024", "Proposal on Waiver of Preemptive Subscription Rights and Related Party Transactions" and "Proposal on the Transfer of Equity of Subsidiaries and Related Party Transactions".

On August 17, 2024, the company held the sixth special meeting of independent directors of the sixth board of directors by means of communication, and deliberated and passed the "Proposal on Joint Foreign Investment and Related Party Transactions with Related Parties".

(3) Communication and cooperation with internal audit institutions and external audit teams

During the reporting period, I participated in the meeting between the independent directors and the auditors, listened to the internal audit work and work plan, communicated on the relevant issues and situations in the audit work, and reviewed the financial statements and the overall audit plan of the internal control audit.

(4) On-site inspection and the company's cooperation with independent directors

During the reporting period, I used on-site and online participation in meetings to fully understand the company's operation and development, used professional knowledge and enterprise management experience, put forward constructive opinions and suggestions on the relevant proposals of the company's board of directors, and gave full play to the role of supervision and guidance. When I was exercising my duties as an independent director, the company's management actively cooperated to ensure that we enjoyed the same right to know as other directors, actively communicated with me, and were able to properly implement and improve the issues I was 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 company rules and regulations regarding the duties of independent directors,

It paid close attention to and reviewed many aspects of the company's affairs, and actively made suggestions and suggestions to the board of directors and special committees, which 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 January 26, 2024, the Company held the second meeting of the sixth session of the Board of Directors, at which it deliberated and approved the "Proposal on Joint Foreign Investment and Related Party Transactions with Related Parties" and "Proposal on the Appointment of Strategic and Technical Consultants and Related Party Transactions".

On April 7, 2024, the fourth meeting of the sixth board of directors of the company deliberated and approved the "Proposal on the Estimated Quota of Routine Related Party Transactions in 2024" and "Proposal on Joint Foreign Investment and Related Party Transactions with Related Parties".

As an independent director of the company, I reviewed the content of the proposal before the board of directors deliberated on the above proposals, and after verification, the company's proposal on the estimated daily related party transaction quota in 2024 and the joint foreign investment with related parties are in line with the company's business development needs and strategic objectives, follow the principles of fairness, justice, voluntariness and good faith, comply with the provisions of relevant laws, regulations and normative documents, and do not harm the interests of the company or shareholders, especially the interests of small and medium-sized shareholders, and agree to submit the matter to the board of directors of the company for deliberation. When the board of directors deliberated on the above proposals, the affiliated directors recused themselves from voting, and the deliberation procedures complied with the provisions of relevant laws and regulations.

On June 11, 2024, the company held the sixth meeting of the sixth session of the board of directors, and deliberated and passed the "Proposal on the Transfer of Equity of Subsidiaries and Related Party Transactions", as an independent director of the company, I believe that the company's transfer of equity of wholly-owned subsidiaries and related party transactions follows the principles of fairness, openness and impartiality of marketization, and there is no impact on the company's ability to continue operations, financial status, operating results, etc., which is in line with the company's long-term development strategy, is conducive to optimizing the company's asset structure, and further focuses on the development of its main business. It is in line with the interests of the company and all shareholders, and there is no harm to the interests of shareholders, especially small and medium-sized shareholders. The necessary approval procedures have been fulfilled for this matter, and it is in compliance with relevant laws and regulations and the Articles of Association.

On June 11, 2024, the company held the sixth meeting of the sixth session of the board of directors, deliberated and approved the "Proposal on Increasing the Estimated Quota of Daily Related Party Transactions in 2024", and agreed to increase the amount of daily related party transactions by 90,500.00 yuan. The fifth special meeting of independent directors of the sixth session of the board of directors and the fifth meeting of the audit committee of the sixth session of the board of directors deliberated and passed the proposal, believing that the company's plan to increase the estimated amount of daily related party transactions in 2024 is in line with the company's business development needs, and follows the principles of fairness, justice, voluntariness and integrity.

In accordance with the provisions of relevant laws, regulations and normative documents, there is no harm to the interests of the company or shareholders, especially the interests of small and medium-sized shareholders. Therefore, it is agreed to increase the estimated amount of routine related party transactions in 2024.

On June 11, 2024, the company held the sixth meeting of the sixth board of directors, deliberated and passed the "Proposal on Waiving the Preemptive Subscription Right and Related Party Transactions", and agreed to give up the preemptive subscription right of the capital increase of the humanoid robot innovation center.

On August 17, 2024, the Company held the eighth meeting of the sixth session of the Board of Directors, at which the "Proposal on Joint Foreign Investment and Related Party Transactions with Related Parties" was deliberated and approved.

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

During the reporting period, neither the company nor related parties changed or waived their commitments.

(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, I 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 material 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

On April 7, 2024, the company held the fourth meeting of the sixth board of directors to deliberate and pass the "Proposal on the Renewal of the Appointment of the Accounting Firm in 2024". I believe that in the process of providing audit services for the company, Tianjian Certified Public Accountants (Special General Partnership) strictly followed the "Chinese Certified Public Accountants Independent Auditing Standards", completed all audit work with due diligence, and issued independent audit opinions objectively and fairly. The accounting firm has the ability and experience to provide audit services for listed companies, and is competent to perform relevant audit work.

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

During the reporting period, there was no change in the company's financial director.

(7) Correction of accounting policies, accounting estimates or major accounting errors due to reasons other than changes in accounting standards;

During the reporting period, the Company did not make any changes in accounting policies or accounting estimates for reasons other than changes in accounting standards.

(8) Nominating or appointing or dismissing directors, and appointing or dismissing senior management personnel

1. Nominee director

On January 25, 2024, the Company received a written resignation report from Mr. Chen Xin, an independent director, who resigned as an independent director of the sixth session of the Board of Directors, a member of the Audit Committee and the chairman of the Audit Committee of the sixth session of the Board of Directors of the Company due to personal reasons. After his resignation, Mr. Chen Xin will no longer hold any position in the Company. In view of the resignation of Mr. Chen Xin, on March 8, 2024, the Company held the third meeting of the sixth session of the board of directors and deliberated and passed the "Proposal on the By-election of Independent Directors of the Sixth Board of Directors". As a member of the nomination committee, I actively participated in the meeting of the nomination committee before the third meeting of the sixth session of the board of directors to review the qualifications of the independent directors in the by-election of the company. In my opinion, the qualifications of the above-mentioned director candidates meet the requirements of relevant laws, administrative regulations and normative documents on the qualifications of directors, and there is no circumstance that the company is not allowed to serve as a director of the company as stipulated in the Company Law and the Articles of Association, the director candidate has not been subject to administrative punishment by the China Securities Regulatory Commission or disciplinary action by the exchange, and there are no other circumstances that the Shanghai Stock Exchange determines that he is not suitable to serve as a director of a listed company. At the same time, the candidate's educational background and work experience can be qualified for the duties and requirements of independent directors, and meet the relevant requirements for the qualifications and independence of independent directors in the Administrative Measures for Independent Directors of Listed Companies and the Company's Work System for Independent Directors.

2. Hire senior management personnel

The company held the 10th meeting of the sixth board of directors on December 21, 2024, and deliberated and passed the "Proposal on the Appointment of Senior Managers".

The candidate has not been subject to administrative punishment by the China Securities Regulatory Commission or disciplinary action by the stock exchange, and there are no other circumstances that the Shanghai Stock Exchange determines are not suitable to serve as senior management of the listed company. In addition, the educational background and work experience of senior managers can be qualified for the responsibilities of senior managers.

(9) 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

On April 7, 2024, the company held the fourth meeting of the sixth session of the board of directors, and deliberated and approved the "Proposal on the Salary Assessment Results of Senior Managers in 2023 and the Salary Appraisal Plan for Senior Managers in 2024".

On June 11, 2024, the company held the sixth meeting of the sixth session of the board of directors, which deliberated and approved the "Proposal on the Achievement of the Vesting Conditions of the Second Vesting Period of the 2021 Restricted Stock Incentive Plan", "Proposal on Adjusting the Grant Price of the 2021 Restricted Stock Incentive Plan" and "Proposal on Invalidating Part of the Shares of the 2021 Restricted Stock Incentive Plan that Have Not Been Vested".

On August 17, 2024, the company held the eighth meeting of the sixth session of the board of directors, which deliberated and approved the "Proposal on the Company's < 2024 Restricted Stock Incentive Plan (Draft) >(Draft) and its Summary" and the "Measures for the Assessment and Management of the Implementation of the Company's < 2024 Restricted Stock Incentive Plan>"Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's 2024 restricted stock incentive plan".

On October 22, 2024, the company held the ninth meeting of the sixth board of directors, deliberated and approved the "Proposal on Granting Restricted Shares to the Incentive Recipients of the 2024 Restricted Stock Incentive Plan", determined that October 22, 2024 is the grant date, and granted 2.945 million restricted shares to 63 incentive recipients at a grant price of 21.53 yuan per share.

I voted in favour of all of the above matters at the Board meeting. At the same time, as the chairman of the remuneration and appraisal committee of the company, before the board of directors meeting to deliberate on the above proposals, in accordance with the requirements of the working rules of the remuneration and appraisal committee of the board of directors, I convened a meeting of the remuneration and appraisal committee to conduct a pre-review of the above matters, and fully performed the duties of the remuneration and appraisal committee. I believe that this matter complies with the relevant laws, regulations and the Articles of Association, and the deliberation procedure is legal and compliant, and there is no harm to the interests of the Company and all shareholders.

As an independent director of the company, I carefully reviewed the above proposals and expressed my clear agreement. I believe that after reviewing the use and deposit of the above-mentioned raised funds, the use and storage of the company's raised funds comply with the relevant provisions of laws and regulations, normative documents and the company's "Management System for Raised Funds" such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies, the Listing Rules for Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation. There are no irregularities in the management and use of raised funds.

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 I made use of 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. We 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 to promote the further improvement of the company's scientific decision-making level.

In 2025, I will continue to fulfill the obligations of independent directors in the spirit of seriousness, diligence and prudence, in accordance with laws, regulations, the Articles of Association and other relevant provisions and requirements, give full play to the role of independent directors, ensure the objective, fair and independent operation of the board of directors of the company, use my 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.

SUPCON Technology Co., Ltd

Independent Director: Xu Chao

March 29, 2025