Stock abbreviation: Cambrian Stock code: 688256

Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd

concerning

Cambrian Technology Co., Ltd

2023 Restricted Stock Incentive Plan

Reserve grants

it

Independent Financial Adviser Report

September 2024

Table of Contents

1. Interpretation...... 2

II. Statement ...... 3

III. Basic Assumptions...... 4

IV. Independent Financial Adviser's Opinion...... 5

5. Documents for reference and consultation methods...... 11

1. Interpretation

1. Listed company, company, the company, Cambrian: refers to Cambrian Technology Co., Ltd.

2. Equity Incentive Plan, Restricted Stock Incentive Plan, the Incentive Plan, the Incentive Plan, and the Plan: means:

"Cambrian Technology Co., Ltd. 2023 Restricted Stock Incentive Plan (Draft)".

3. Restricted stocks, underlying stocks, and Class II restricted stocks: incentives that meet the conditions for granting this incentive plan

Target: The shares of the Company that have been acquired and registered in installments after the corresponding vesting conditions have been met.

4. Total share capital: refers to the total issued share capital of the Company at the time of the approval of the Plan by the General Meeting of Shareholders of the Company.

5. Incentive object: Employees of the company who obtain restricted shares in accordance with the provisions of this incentive plan.

6. Grant date: refers to the date on which the company grants restricted shares to the incentive recipients.

7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object.

8. Validity period: from the date of grant of restricted shares to the full vesting or production of restricted shares granted to the incentive recipients

The period during which the lapse is invalidated.

9. Vesting: The act of the listed company registering the shares into the account of the incentive object after the incentive object meets the benefit conditions. 10. Vesting conditions: The restricted stock incentive plan is established, and the incentive object needs to meet the requirements for obtaining incentive shares

conditions of benefit.

11. Vesting date: The date on which the restricted stock incentive recipient completes the registration of the granted shares after meeting the conditions for benefit

Must be a trading day.

12. Company Law: means the Company Law of the People's Republic of China

13. Securities Law: means the Securities Law of the People's Republic of China

14. "Administrative Measures": refers to the "Administrative Measures for Equity Incentives of Listed Companies"

15. "Listing Rules": refers to the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange

16. Self-Regulatory Guidelines: Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 4 – Equity Incentive Information

Disclosure》

17. "Articles of Association": refers to the Articles of Association of Cambrian Technology Co., Ltd.

18. China Securities Regulatory Commission: refers to the China Securities Regulatory Commission.

19. Stock Exchange: refers to the Shanghai Stock Exchange.

20. Yuan, 10,000 yuan: refers to RMB yuan, RMB 10,000 yuan

2. Statement

The Independent Financial Adviser makes the following statement regarding this report:

(1) The documents and materials on which this independent financial adviser report is based are provided by Cambrian, and the parties involved in this plan have guaranteed to the independent financial adviser that all documents and materials provided on the basis of which this independent financial adviser report is issued are legal, true, accurate, complete and timely, and there are no omissions, false or misleading statements, and are responsible for their legality, authenticity, accuracy, completeness and timeliness. The independent financial adviser does not assume any liability for any risks arising therefrom.

(2) The independent financial adviser only expresses opinions on whether the grant is fair and reasonable to Cambrian's shareholders, the impact on the rights and interests of shareholders and the continuing operation of the listed company, and does not constitute any investment advice to Cambrian, and the independent financial adviser is not responsible for the risks that may arise from any investment decisions made by investors based on this report.

(3) The independent financial adviser has not entrusted or authorized any other institutions or individuals to provide information not included in the report of the independent financial adviser and to make any explanation or explanation of the report.

(4) The independent financial adviser reminds all shareholders of the listed company to carefully read the relevant information publicly disclosed by the listed company about the restricted stock incentive plan.

(5) In line with diligence, prudence and due diligence to all shareholders of the listed company, and in accordance with the principle of objectivity and fairness, the independent financial adviser conducted an in-depth investigation of the matters involved in the restricted stock incentive plan and carefully reviewed the relevant information, including the articles of association of the listed company, the remuneration management measures, the relevant board of directors, the resolution of the general meeting of shareholders, the financial reports of the relevant companies, the company's production and operation plans, etc., and conducted effective communication with the relevant personnel of the listed company. On this basis, this independent financial adviser's report is issued and assumes responsibility for the truthfulness, accuracy and completeness of the report.

This independent financial adviser's report is prepared in accordance with the requirements of laws, regulations and normative documents such as the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, and the Self-Regulatory Guide, and is based on the relevant information provided by the listed company.

The independent financial adviser's report issued by this financial adviser is based on the following assumptions:

(1) There are no major changes in the relevant laws, regulations, and policies currently in force of the State;

(2) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;

(3) The relevant documents issued by the listed company for the restricted stock incentive plan are true and reliable;

(4) There are no other obstacles to the restricted stock incentive plan, and all the agreements involved can be validly approved and finally completed as scheduled;

(5) The parties involved in the restricted stock incentive plan can fully perform all obligations in accordance with the terms of the incentive plan and related agreements in good faith and in good faith;

(6) There is no significant adverse impact caused by other unpredictable and irresistible factors.

4. Advice of independent financial advisers

(1) The approval procedures for the restricted stock incentive plan

The 2023 restricted stock incentive plan of Cambrian Technology Co., Ltd. has completed the necessary approval procedures:

1. On November 17, 2023, the company held the 14th meeting of the second board of directors and deliberated and approved

"Proposal on the > and Summary of the Company's < 2023 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Company's < Assessment and Management Measures for the Implementation of the 2023 Restricted Stock Incentive Plan", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan" and other proposals. The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan.

On the same day, the company held the ninth meeting of the second board of supervisors, which deliberated and approved the "Proposal on the Company's < 2023 Restricted Stock Incentive Plan (Draft) > and its Summary", "Proposal on the > of the Company's < 2023 Restricted Stock Incentive Plan Implementation Assessment and Management Measures" and "On Verifying the List of Incentive Recipients of the Company's < 2023 Restricted Stock Incentive Plan>The board of supervisors of the company verified the relevant matters of the incentive plan and issued verification opinions.

2. From November 18, 2023 to November 27, 2023, the company intends to stimulate this incentive plan

The list of incentive recipients is publicized within the company. During the publicity period, the board of supervisors of the company did not receive the proposal

The objection raised by the incentive recipient was published on the website of the Shanghai Stock Exchange on November 29, 2023

(ww.sse.com.cn) Disclosed the "Explanation and Verification Opinions of the Board of Supervisors on the Announcement of the List of Incentive Recipients of the Company's 2023 Restricted Stock Incentive Plan" (Announcement No.: 2023-077).

3. On November 25, 2023, the company was listed on the website of the Shanghai Stock Exchange (ww.sse.com.cn).

The announcement of Zhongke Cambrian Technology Co., Ltd. on the public solicitation of proxy voting rights by independent directors (Announcement No.: 2023-076) was revealed, and Ms. Wang Xiuli, an independent director of the company, as the solicitor, solicited proxy voting rights from all shareholders of the company on the company's first extraordinary general meeting of shareholders in 2023 to review the relevant proposals of the company's incentive plan.

4. On December 11, 2023, the company held the first extraordinary general meeting of shareholders in 2023 to deliberate and merge

The "Proposal on the Company's < 2023 Restricted Stock Incentive Plan (Draft) > and its Summary" and the "Measures for the Implementation of the Assessment and Management of the Company's < 2023 Restricted Stock Incentive Plan" were passed>and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan",

And on December 12, 2023, on the website of the Shanghai Stock Exchange (ww.sse.com.cn), the "Medium

Announcement on the Resolution of the First Extraordinary General Meeting of Shareholders of Cambrian Technology Co., Ltd. in 2023 (Announcement No.: 2023-079) and the "Self-inspection Report of Cambrian Technology Co., Ltd. on the Trading of Company Shares by Insiders and Incentive Recipients of the 2023 Restricted Stock Incentive Plan" (Announcement No.: 2023-080).

5. On December 21, 2023, the company held the fifteenth meeting of the second board of directors and the second supervisor

At the 10th meeting of the Board of Directors, the "Proposal on Adjusting the List of Incentive Recipients and the Number of Grants for the First Time in the 2023 Restricted Stock Incentive Plan" and "Proposal on Granting Restricted Shares to Incentive Recipients for the First Time" were deliberated and approved. The independent directors of the company expressed their independent opinions on relevant matters, believing that the conditions for the first grant of the incentive plan have been achieved, the qualifications of the incentive objects are legal and valid, and the determined grant date is in accordance with the relevant regulations. The board of supervisors of the company verified the list of incentive objects granted for the first time in this incentive plan and issued verification opinions.

6. On September 27, 2024, the company held the 23rd meeting of the second board of directors and the second session

At the 17th meeting of the Board of Supervisors, the "Proposal on Granting Reserved Restricted Shares to Incentive Recipients" was deliberated and approved. This proposal has been deliberated and approved by the special meeting of independent directors of the second board of directors of the company, and it is believed that the reserved grant conditions of the incentive plan have been achieved, the qualification of the incentive object is legal and valid, and the determined grant date meets the relevant regulations. The board of supervisors of the company verified the list of incentive objects reserved for the incentive plan and issued verification opinions.

In summary, the independent financial adviser believes that, as of the date of issuance of this report, Cambrian has obtained the necessary approvals and authorizations for the grant of restricted shares to the incentive recipients, which is in accordance with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan.

(2) The difference between the restricted stock incentive plan implemented this time and the restricted stock incentive plan deliberated and approved by the general meeting of shareholders

The content of this reserved grant is consistent with the relevant content of the incentive plan deliberated and approved by the company's first extraordinary general meeting of shareholders in 2023.

1,500,000 restricted shares are reserved for this incentive plan, and 1,043,083 shares are granted this time, and the remainder

456,917 shares have not yet been granted. The grant of the remaining reserved restricted shares will be determined and approved by the Board of Directors during the term of the reserved rights. If the remaining part is not approved by the company's general meeting of shareholders for 2023 restrictions

Within 12 months after the stock incentive plan, the reserved rights that have not yet been granted will be invalidated. (3) Explanation of the conditions for the grant of restricted shares

According to the provisions of the incentive plan, the company will grant restricted shares to the incentive recipients when the following grant conditions are met at the same time, otherwise, if any of the following grant conditions are not met, the restricted shares cannot be granted to the incentive recipients.

(1) The company has not experienced any of the following circumstances:

1. The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot express an opinion;

2. The audit report on the internal control of the financial report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or could not express an opinion;

3. In the last 36 months after listing, there has been a failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments;

4. Where laws and regulations stipulate that equity incentives shall not be implemented;

5. Other circumstances recognized by the China Securities Regulatory Commission.

(2) The incentive recipient has not experienced any of the following circumstances:

1. Identified as an unsuitable person by the stock exchange within the last 12 months;

2. Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies in the past 12 months;

3. In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations;

4. Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law;

5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;

6. Other circumstances identified by the China Securities Regulatory Commission.

After verification, the independent financial adviser believes that as of the date of issuance of this report, neither Cambrian nor its incentive recipients have experienced any of the above circumstances, and the conditions for the grant of the company's restricted stock incentive plan have been fulfilled. (4) The grant of restricted shares

1. Reserved grant date: September 27, 2024

2. Reserved number of grants: 1,043,083 shares, accounting for about 0.25% of the company's total share capital of 417,456,753 shares

3. Number of reserved grants: 129

4. Reserved grant price: 75.10 yuan/share

5. Source of stock: A ordinary shares of the company repurchased by the company and/or A ordinary shares of the company issued to incentive objects

6. The validity period, vesting period and vesting arrangement of the incentive plan:

(1) The incentive plan shall be valid for a maximum of 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalidated.

(2) The restricted shares granted by the incentive plan will be vested in batches according to the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading date. If the incentive recipient is a director or senior manager of the company, the restricted shares obtained by the incentive recipient shall not be vested within the following periods:

(1) 15 days before the announcement of the company's periodic report, if the announcement date of the periodic report is postponed due to special reasons, it shall be counted from 15 days before the original scheduled announcement date to 1 day before the announcement;

(2) 5 days before the announcement of the company's quarterly report, performance forecast and performance express report;

(3) From the date of occurrence of a major event that may have a greater impact on the trading price of the company's shares and its derivatives or the date of entering the decision-making procedure, to the date of disclosure in accordance with the law;

(4) Other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

The above-mentioned "material events" are transactions or other material events that should be disclosed by the Company in accordance with the provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.

If the relevant laws, administrative regulations, and departmental rules have other provisions on the period that must not be vested, the relevant provisions shall prevail.

The vesting period and vesting arrangements of the restricted shares reserved for grant under the incentive plan are as follows:

Vesting Arrangement Vesting Time The number of vesting interests accounts for the amount granted

Proportion of total equity

Reserved Restricted Shares First transaction 12 months after the date of the reserved grant

Ticket first vesting period to the last 40% of the 24 months from the date of grant of the reservation

Trading day ends

Reserved Restricted Shares First transaction after 24 months from the date of reserved grant

Ticket second vesting period to the last 30% of the 36 months from the date of grant of the reservation

Trading day ends

Reserved Restricted Shares First transaction after 36 months from the date of reserved grant

Ticket third vesting period to the last 30% of the 48 months from the date of grant of the reservation

Trading day ends

7. List of incentive objects and awards

Granted Limit Granted Limit Occupation Currently Public

Preface Name Nationality Position Number of Stocks Institutional Stocks Total share capital of the Division

Proportion of the total number of numbers

(shares) example

1. Directors, senior management personnel and core technical personnel

1 Chen Shuai China Deputy General Manager, Core Technical Staff 20,000 0.25% 0.005%

2 Liu Shaoli China Director, Deputy General Manager, Core Technology 20,000 0.25% 0.005%

personnel

3 Liu Yi China Deputy General Manager and Core Technical Personnel 20,000 0.25% 0.005%

4 Wang Zai China Director & Deputy General Manager 20,000 0.25% 0.005%

5 Ye Haoyin China Director & Deputy General Manager 20,000 0.25% 0.005%

6 Zhang Yao China Deputy General Manager and Core Technical Personnel 20,000 0.25% 0.005%

Subtotal 120,000 1.50% 0.03%

2. Other personnel deemed by the board of directors to be in need of incentives (123 in total) 923,083 11.54% 0.22%

III. Remaining reserved portion (not yet granted) 456,917 5.71% 0.11%

Total Reserved Grants 1500,000 18.75% 0.36%

Note: 1. The shares of the Company granted to any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the Company. The total number of underlying shares involved in all effective incentive plans of the Company shall not exceed 20% of the total share capital of the Company at the time of submission of the equity incentive plan to the general meeting of shareholders.

2. The incentive objects reserved for grant under this plan include some foreign personnel, excluding independent directors, supervisors, shareholders who hold more than 5% of the shares of the listed company individually or collectively, the actual controller of the listed company and their spouses, parents and children.

After verification, the independent financial adviser believes that, as of the date of issuance of this report, the criteria for determining the incentive objects of the restricted stock granted this time are consistent with the scope of incentive objects specified in the restricted stock incentive plan approved by the company's first extraordinary general meeting of shareholders in 2023, and the company's grant is in accordance with the relevant provisions of the "Administrative Measures", "Listing Rules" and the "2023 Restricted Stock Incentive Plan (Draft)".

(5) An explanation of the impact of the implementation of the incentive plan on the financial situation and operating results of the relevant year

In order to truly and accurately reflect the impact of the company's implementation of the equity incentive plan on the company, the financial adviser recommends that Cambrian measure, extract and account for the expenses incurred in the equity incentive plan in accordance with the requirements of the relevant regulatory authorities under the premise of complying with the Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, and at the same time draw the attention of shareholders to the possibility

The diluted impact, the specific impact on the financial condition and operating results, should be subject to the annual audit report issued by the accounting firm.

(6) Concluding observations

The independent financial adviser believes that, as of the date of this report, the restricted stock incentive plan of Cambrian Technology Co., Ltd. has obtained the necessary approvals and authorizations; The Company does not meet the conditions for reserved grant under the 2023 Restricted Stock Incentive Plan; The determination of the reserved grant date, grant price, grant object and grant quantity of restricted shares is in accordance with the provisions of laws, regulations and normative documents such as the Administrative Measures for Equity Incentives of Listed Companies and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange.

5. Documents for reference and consultation methods

(1) Documents for reference

1. Announcement of Cambrian Technology Co., Ltd. on Granting Reserved Restricted Shares to Incentive Recipients

2. Resolution of the 23rd meeting of the second board of directors of Cambrian Technology Co., Ltd

3. Resolution of the 17th meeting of the second board of supervisors of Cambrian Technology Co., Ltd

4. Articles of Association of Cambrian Technology Co., Ltd.

(2) Methods of consultation

Company Name: Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd

Attn: Liu Jia

Contact number: 021-52583107

Fax: 021-52588686

Address: No. 639, Xinhua Road, Shanghai

Zip code: 200052

(There is no text on this page, it is the signed and stamped page of the "Independent Financial Adviser's Report of Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd. on the Reserved Grant of the 2023 Restricted Stock Incentive Plan of Zhongke Cambrian Technology Co., Ltd.")

Attn:

2024 9 27