- To the Board of Directors of Zhiou Home Technology Co., Ltd.
2025 Annual Report of Independent Director (Reporter: Fang Yongjun)
As an independent director of Zhiou Home Technology Co., Ltd. (hereinafter referred to as "the Company"), I strictly adhered to the provisions of the Company Law, the Management Measures for Independent Directors of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange for Growth Enterprises, and the Company's Articles of Association and Independent Director Work System. In 2025, I regularly monitored the Company's financial and operational status, actively attended relevant meetings, fully exercised the role of an independent director, and worked diligently to protect the legitimate rights and interests of the Company and all shareholders, especially minority shareholders. The following is my report on the performance of duties in 2025:
1. Basic Information of the Independent Director
During the reporting period, my position as an independent director met the independence requirements stipulated in Article 6 of the Management Measures for Independent Directors of Listed Companies, and there were no circumstances affecting my independence. My background is as follows: Male, Chinese nationality, no permanent residency abroad, born in 1972. A member of the Communist Party of China, a certified public accountant in China, from Luoshan County, Henan Province. Since July 1993, I have been teaching at Henan University of Economics and Law (formerly Henan Finance Institute). I graduated with a Ph.D. in Management (Financial Management) from Zhongnan University of Economics and Law in 2009. I am currently a professor and master's supervisor at the School of Accounting, Henan University of Economics and Law. Since July 2020, I have served as an independent director of Feilong Automotive Parts Co., Ltd.; since February 2022, I have served as an independent director of Boai Xinkaiyuan Medical Technology Group Co., Ltd.; I am currently an independent director of the Company.
2. Annual Performance of Independent Director Duties
(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 absence, delegation, or missing two consecutive 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 at each board meeting and did not raise objections to any board proposals or other Company matters.
(2) Attendance at Board Committees
During the reporting period, I served as the chairman of the Audit Committee and a member of the Compensation and Assessment Committee. The work during my term in 2025 is as follows: The Company held 5 Audit Committee meetings, which I chaired. We reviewed the Company's periodic reports, internal audit work reports and plans, the reappointment of the accounting firm, the use of raised funds, and internal control matters, effectively fulfilling the responsibilities of the Audit Committee, supervising and guiding the external audit institution's work and quality, and highlighting key areas of concern. The Company held 4 Compensation and Assessment Committee meetings, where I primarily reviewed the compensation of 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, including adjustments to grant prices and the cancellation of unvested restricted stocks.