- To Zhiou Home Technology Co., Ltd. 2025 Annual Report of Independent Director (Reporter: Wu Zhihui)
As an independent director of Zhiou Home Technology Co., Ltd. (hereinafter referred to as "the Company"), I have strictly adhered to the provisions of the Company Law, Securities Law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange Self-Regulatory Guidelines No. 2 - Standard Operation of GEM Listed Companies, and the Rules for Independent Directors of Listed Companies, as well as the Company’s Articles of Association and Independent Director Work System. In 2025, I diligently, independently, and honestly fulfilled my responsibilities, actively attended relevant meetings, carefully reviewed various proposals from the board of directors, and safeguarded the overall interests of the Company and the legitimate rights and interests of all shareholders, especially minority shareholders. Below is my report on the performance of my duties in 2025:
1. Basic Information of the Independent Director
During the reporting period, my position as an independent director complies with the independence requirements stipulated in Article 6 of the Management Measures for Independent Directors of Listed Companies, and there are no circumstances affecting my independence. My background is as follows: Chinese nationality, no permanent residence abroad, born in February 1963, with a doctoral degree. From July 1988 to January 2018, I served successively as a teaching assistant, lecturer, associate professor, professor, doctoral supervisor, vice dean, and dean at the College of Wood Industry, Nanjing Forestry University; professor and doctoral supervisor at the College of Furniture and Industrial Design; from September 2014 to November 2016, I was an independent director of Golden Kitchen Cabinet Home Technology Co., Ltd.; since January 2018, I have been a professor and doctoral supervisor at the College of Home and Industrial Design, Nanjing Forestry University; currently, I serve as an independent director of the Company.
2. Annual Performance of Independent Director
(1) Attendance at Board and Shareholder Meetings
In 2025, the Company held 7 board meetings and 3 shareholder meetings. As an independent director, I personally attended all board and shareholder meetings held during my term, diligently fulfilling my duties and exercising my voting rights without any absences, delegations, or consecutive absences from meetings. During my tenure, the convening and holding of board meetings complied with legal procedures, and all significant operational matters underwent necessary approval processes, ensuring that decision-making procedures were legal and effective. I voted in favor of all proposals reviewed by the board and did not raise any objections to the board's proposals or other Company matters.
(2) Attendance at Board Committees
During the reporting period, I served as the chair of the Compensation and Assessment Committee, a member of the Nomination Committee, and a member of the Strategic Committee. The work during my tenure is as follows: In 2025, the Company held 1 Nomination Committee meeting, and I, as a member, did not have any unexcused absences. The Nomination Committee was convened as required, primarily reviewing the proposal for the supplementary election of a non-independent director for the second board, and I conducted a thorough review of the resume of the newly appointed non-independent director, Chen Xing, fulfilling the responsibilities of the Nomination Committee. As the chair of the Compensation and Assessment Committee, I presided over 4 meetings in 2025, primarily reviewing the compensation of the Company’s directors and senior management, the 2025 restricted stock incentive plan and grants, the 2025 employee stock ownership plan, and the achievement conditions for the first vesting period of the 2024 restricted stock incentive plan, as well as matters related to price adjustments and the cancellation of certain granted but unvested restricted stocks. As a member of the Strategic Committee, the Company held 1 Strategic Committee meeting in 2025, primarily discussing the summary of the Company’s operations for 2024 and the development plan for 2025.