As an independent director of Shouhang Hi-Tech Energy Technology Co., Ltd. (hereinafter referred to as the "Company" or "Shouhang Hi-Tech"), since being appointed as an independent director by the company, I strictly follow the "Company Law", "Guiding Opinions on the Establishment of Independent Directors in Listed Companies", "Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange" and other laws, regulations, rules, and the "Articles of Association" and "Work for Independent Directors of the Company" The requirements of the relevant provisions of the System, earnestly perform their duties, give full play to the independence and supervision of independent directors, and safeguard the overall interests of the company, safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.

I hereby report on the performance of my independent directors in 2022 as follows:

I. Attendance at the Board of Directors and the General Meeting of Shareholders

In 2022, I participated in the board of directors of the company 9 times, all of which I attended in person. In 2022, the company attended one shareholders' meeting as nonvoting delegates, which was the second interim shareholders' meeting in 2022. Before the meeting, I can actively understand and obtain the meeting situation and information, understand the company's entire production operation and operation in detail, and make sufficient preparations for the important decisions of the board of directors.

Able to attend the company's board of directors meetings on time, carefully consider various proposals of the board of directors, prudently exercise voting rights, express prior approval opinions and independent opinions on major issues of the company, earnestly perform their duties as independent directors, and safeguard the overall interests of the company and all shareholders, especially the interests of the majority of small and medium-sized shareholders. In 2022, the convening of the board of directors and the general meeting of shareholders of the company complied with the legal procedures, and the major business decision-making matters were carried out in accordance with the relevant procedures, which were legal and effective. I have reviewed all the motions submitted to the board of directors, and believe that all the motions are necessary for the normal operation of the company, and are in line with the provisions of relevant laws, regulations and the articles of association, There is no objection or abstention.

The 2. issued an independent opinion on the company's 2022 business matters.

(1) Special explanation and independent opinions of the 24th meeting of the fourth session of the Board of Directors on the occupation of the Company's funds and the Company's external guarantees by controlling shareholders and other related parties in the first half of 2022

We have reviewed and examined the Company's financial transactions with its controlling shareholders and other related parties and the cumulative and current external guarantees from January to June 2022, and have issued the following special notes and independent opinions:

1. During the reporting period, the Company did not have any illegal appropriation of funds by controlling shareholders and other related parties, nor did it have any appropriation of funds by controlling shareholders and other related parties that occurred in previous years and accumulated to June 30, 2022.

2. During the reporting period, the company provided joint and several liability guarantee for the bank loan principal and interest of 90 million yuan applied for by Beijing Juxing Xinneng Technology Co., Ltd. in Beijing Branch of Xiamen International Bank Co., Ltd.; It provides joint and several liability guarantee for the bank loan principal and interest of 60 million yuan applied by Hamilliha Energy Co., Ltd. in Urumqi Branch of Industrial Bank Co., Ltd; to provide guarantee guarantee for the principal and interest of the bank loan of 20 million yuan applied by the holding subsidiary xituo energy group co., ltd. in the high-tech zone branch of Xinjiang Tianshan rural commercial bank co., ltd. none of the above guarantees requires independent opinions from independent directors.

To sum up, we believe that the above-mentioned guarantee behaviors of the company are in accordance with the requirements of normative documents such as the notice on standardizing the capital flow between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on standardizing the external guarantee behavior of listed companies (zjf [2005] No. 120) and the articles of association, fulfillment of the corresponding review procedures, legal and effective.

(II) matters related to the 33rd meeting of the Fourth Board of directors, after reviewing the relevant materials, the prior approval and independent opinions

1. Independent opinion on the Company's 2022 Employee Stock Ownership Plan (Draft) and its Summary

(1) The company does not have the "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies", "Shenzhen Stock Exchange Guidelines for Information Disclosure of Listed Companies No. 4-Employee Stock Ownership Plans" and other laws, regulations and regulatory documents Prohibited the implementation of employee stock ownership plans.

(2) The contents of the 2022 employee stock ownership plan (Draft) and its summary of Shouhang high tech Energy Technology Co., Ltd. are in line with the provisions of relevant laws, regulations and normative documents such as the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies and the information disclosure guidelines No. 4 of listed companies on Shenzhen Stock Exchange-employee stock ownership plan, There is no damage to the interests of the company and the legitimate rights and interests of small and interests of small shareholders.

(3) Before the company launched the 2022 employee stock ownership plan (hereinafter referred to as "this employee stock ownership plan"), the employee representative assembly has been held to fully solicit the opinions of employees. The Employee Stock Ownership Plan follows the principle of independent decision of the Company and voluntary participation of employees, and there is no compulsory participation of employees by means of apportionment or forced distribution; nor is there any plan or arrangement for the Company to provide loans, loan guarantees or any other financial assistance to the holders of the Employee Stock Ownership Plan.

(4) The company's implementation of this employee stock ownership plan is conducive to further promoting the company to establish and improve the benefit sharing mechanism between workers and owners, effectively combining the interests of shareholders, the company and employees, improving the cohesion of employees and the competitiveness of the company, fully mobilizing the enthusiasm and creativity of employees, and further improving the level of corporate governance and realizing the long-term sustainable development of the company.

Therefore, we unanimously agree that the company will implement this employee stock ownership plan and submit this matter to the company's second extraordinary general meeting of shareholders in 2022 for consideration.

2. Independent opinion on the Measures for the Administration of the Company's Employee Stock Ownership Plan in 2022

The "Administrative Measures for the 2022 Employee Stock Ownership Plan of Shouhang High-tech Energy Technology Co., Ltd." formulated by the company complies with the "Company Law", "Securities Law", "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies", "Shenzhen Stock Exchange Listed Companies Information Disclosure Guidelines No. 4-Employee Stock Ownership Plans" and other relevant laws, administrative regulations, rules, regulatory documents and the "Articles of Association, it can ensure the smooth implementation of the company's employee stock ownership plan and ensure the standardized operation of the employee stock ownership plan, which is conducive to the sustainable development of the company and will not harm the interests of the company and all shareholders.

Therefore, we unanimously agree that the company will formulate the "Administrative Measures for the 2022 Employee Stock Ownership Plan of Shouhang High-tech Energy Technology Co., Ltd." and submit the matter to the company's second extraordinary general meeting of shareholders in 2022 for deliberation.

3. Independent opinion on the by-election of independent directors

The nomination was made by the board of directors of the company on the basis of fully understanding the educational background, work experience and professional quality of the nominee Zhang Hongliang, and has obtained the consent of the nominee; the nominee has high professional knowledge and rich practical work experience, and has the ability to serve as an independent director of the company; no situation that is not allowed to hold office according to laws and regulations has been found, as well as by the China Securities Regulatory Commission identified as a market ban and has not yet been lifted. Candidates for independent directors have the independence required by the "Guiding Opinions on Establishing an Independent Director System in Listed Companies" and relevant regulations; the nomination and review procedures of independent director candidates are in compliance with the "Company Law" and other laws and regulations and the "Articles of Association" Therefore, we agree to nominate Mr. Zhang Hongliang as an independent director candidate for the company's fourth board of directors, and agree to submit the matter to the company's second extraordinary general meeting of shareholders in 2022 for deliberation.

4. Pre-approved opinions and independent opinions on the renewal of the 2022 accounting firm.

(1) Prior approval of the re-appointment of Zhongxing Cai Guanghua Certified Public Accountants (Special General Partnership) as the auditor for 2022

Zhongxing Cai Guanghua Certified Public Accountants (Special General Partnership) is qualified for securities and futures business and is the company's 2021 audit institution. Zhongxing Cai Guanghua Certified Public Accountants (Special General Partnership) completed various audit tasks as planned during the audit of the company's 2021 financial report, and the report issued fairly and objectively reflected the company's financial status and production and operation during the reporting period. The Company's decision-making process for the renewal of the accounting firm is legal and effective.

In summary, we agree to submit the "Proposal on Renewal of Accounting Firms" to the 33rd meeting of the company's fourth board of directors for deliberation.

(2) Independent Opinion on the Renewal of Zhongxing Cai Guanghua Certified Public Accountants (Special General Partnership) as the Company's 2022 Financial Auditor

① The Audit Committee of the Board of Directors of the Company proposes to employ Zhongxing Cai Guanghua Certified Public Accountants (Special General Partnership) as the financial audit institution of the Company in 2022, which complies with the relevant laws, regulations and the Articles of Association in terms of nomination and appointment procedures.

② After investigation, Zhongxing Cai Guanghua Certified Public Accountants (Special General Partnership) has the conditions and ability to perform its duties as a financial auditor, and during its tenure as a company auditor, it followed the "Independent Auditing Standards for Certified Public Accountants of the People's Republic of China" and expressed its independent audit opinion diligently, dutifully, fairly and reasonably.

③After verification, the 2021 audit report issued by Zhongxing Cai Guanghua Certified Public Accountants for the company objectively and fairly reflects the company's financial status and operating results for each period.

In view of the above reasons, we agree to appoint ZTE Caiguanghua Certified Public Accountants as the company's financial audit agency for 2022. This proposal needs to be submitted to the company's shareholders meeting for deliberation.

Three, the company's on-site office situation

Since serving as an independent director of Shouhang Gaoke, I have conducted on-site visits to the company during on-site meetings, during training and during invitations from the company, and listened to the company's management about the company's development history and business distribution. I think the company has made good achievements in the layout and expansion of new fields, especially in the fields of solar thermal power generation, energy storage and clean energy.

After on-site office work, I learned in detail about the company's production and operation, financial status, improvement and implementation of internal control, implementation of board resolutions, new business layout and project progress; and through telephone and email with other directors of the company and The company's senior management and related staff maintain close contact, pay attention to the impact of external environment and market changes on the company, pay attention to the media and network reports on the company, and keep abreast of the progress of the company's major issues.

IV. The work of the professional committees of the Board of Directors

After being appointed as an independent director by the company, according to the work arrangement of the board of directors, I also serve as the chairman of the strategy committee, the audit committee, the remuneration and assessment committee and the nomination committee. During his tenure, he can earnestly perform his duties as an independent director, and requires the company to provide relevant information in advance for serious review of major matters considered and decided by the company's board of directors. And can use their own professional knowledge to carefully analyze various proposals and put forward constructive opinions to make the board of directors decision-making more scientific.

V. Work done to protect the legitimate rights and interests of small and medium-sized shareholders

1, the corporate governance structure and management of the investigation. As an independent director of the company, he can faithfully perform his duties as an independent director, and listened to the reports of relevant personnel on the company's production and operation, financial management, related transactions, major guarantees, and foreign investment, and conducted on-site investigations by participating in on-site meetings and other forms. Obtain the information and information needed to make decisions.

2. Strengthen the study of relevant laws and regulations, and deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of public shareholders, so as to effectively strengthen the ability to protect the interests of companies and investors, and form the ideological consciousness of actively protecting the rights and interests of small and medium shareholders.

3. To express opinions and exercise powers at the board of directors, regarding the impact of relevant proposals on the interests of all shareholders, safeguard the legitimate rights and interests of the company and shareholders, especially small and medium shareholders, and actively and effectively perform the duties of independent directors.

VI. Other Work

1. There has been no proposal by an independent director to convene a meeting of the board of directors;

2. There has been no proposal by an independent director to hire or dismiss an accounting firm;

3. There has been no hiring of external auditors and consultants by independent directors.

As an independent director of the company, in the next fiscal year, the company will further adhere to the principles of prudence and loyalty, earnestly perform the duties of independent directors, deeply understand the operation of the company, and maintain close communication with other directors, supervisors and management of the company. in order to improve the scientific decision-making of the board of directors, objectively and fairly protect the legitimate rights and interests of the broad masses of investors, especially small and medium-sized investors, in order to promote the steady development of the company, establish a good image of honesty and trustworthiness, play its due role.

The above is my report on the performance of my duties as an independent director in 2022. Finally, I sincerely thank the company and the board of directors for their strong support and assistance to the independent directors in 2022.

 

Shouhang Gaoke Energy Technology Co., Ltd.

Independent Director: Gao Tie Yu

28 April 2023