Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd

concerning

Geke Micro Co., Ltd

2024 Restricted Stock Incentive Plan

Grant-related matters

it

Independent Financial Adviser Report

Independent Financial Advisors:

December 2024

directory

Chapter I: Declarations ...... 1

Chapter II: Interpretation ...... 3

Chapter 3 Basic Assumptions ...... 4

Chapter IV Approval Procedures for the Performance of the Incentive Plan ...... 5

Chapter 5 Grant of Restricted Shares ...... 6

I. Specific circumstances of restricted stock grants...... 6 Second, the difference between the equity incentive plan implemented and the incentive plan deliberated and approved by the general meeting of shareholders. 7

Chapter VI Explanation of the Conditions for the Grant of Restricted Shares ...... 9

I. Conditions for the Grant of Restricted Shares...... 9

2. Explanation of the achievement of the conditions of the award by the Board of Directors...... 9

Chapter VII Verification Opinions of Independent Financial Advisers ...... 11

Chapter I: Declarations

Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. was entrusted to act as the independent financial adviser (hereinafter referred to as the "independent financial adviser") of the 2024 restricted stock incentive plan (hereinafter referred to as the "incentive plan") of Geke Micro Co., Ltd. (hereinafter referred to as "Geke Micro", "listed company" or "the Company"), and prepared the independent financial adviser report. This independent financial adviser report is based on the relevant provisions of laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Equity Incentives of Listed Companies, and the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Disclosure of Equity Incentive Information.

1. The documents and materials on which this independent financial adviser's report is based are provided by Gekewei, which has promised to the independent financial adviser that the relevant information provided by it about this incentive plan is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.

2. The independent financial adviser has carried out due diligence on the matters of this incentive plan in an attitude of diligence, prudence and due diligence to all shareholders of the listed company, and has sufficient reason to believe that there is no substantial difference between the professional opinions issued and the content of the documents disclosed by the listed company, and is responsible for the authenticity, accuracy and completeness of the independent financial adviser's report.

3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no major changes in the current laws and regulations of the country, and there are no major changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; The documents and information provided by Gekewei and relevant parties are true, accurate and complete; The parties involved in this incentive plan can fully perform all obligations in accordance with the terms of this incentive plan and related agreements in good faith and in good faith; The incentive plan can be approved by the competent department, there are no other obstacles, and it can be successfully completed; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no other force majeure and unpredictable factors to cause significant adverse effects.

4. There is no relationship between the independent financial adviser and the listed company. The independent financial adviser issued this independent financial adviser report on the incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser reminds investors to carefully read the "2024 Restricted Stock Incentive of Geke Micro Co., Ltd."

plan" and other relevant publicly disclosed information of listed companies.

5. The independent financial adviser does not entrust or authorize any other institutions or individuals to provide information not included in this independent financial adviser's report and to make any explanations or explanations to this independent financial adviser's report.

6. The independent financial adviser reminds investors that this independent financial adviser report does not constitute any investment advice to Gekewei, and the independent financial adviser does not assume any responsibility for the risks that may arise from any investment decisions made by investors based on this independent financial adviser report.

Chapter II: Interpretation

In this Independent Financial Adviser's Report, unless the context requires, the following shall have the following meanings:

Paraphrase Paraphrase Content

GalaxyCore Inc., Listed Companies, Companies, the Company refers to GalaxyCore Inc.

This incentive plan and this incentive plan refer to the 2024 restricted stock incentive plan of Geke Micro Co., Ltd

Independent Financial Adviser Report, This Independent Financial Consultant "Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. About Geke

Q Report refers to the 2024 Restricted Stock Incentive Plan Grant of Micro Co., Ltd

Independent Financial Adviser's Report on the Matter》

Independent Financial Adviser, this Independent Financial Adviser means Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd

Restricted stock refers to the incentive object that meets the conditions for the grant of this incentive plan

The shares of the Company shall be acquired and registered in installments after the conditions of benefit

Incentive Recipient refers to the company that obtains restricted shares in accordance with the provisions of this incentive plan

(including subsidiaries) of the board of directors who deems it necessary to incentivize

Subsidiary means GalaxyCore Inc., which is directly or indirectly held

wholly-owned and holding subsidiaries at home and abroad

Grant Date refers to the date on which the Company grants restricted shares to the incentive recipients, and the grant date

Must be a trading day

Grant Price refers to the incentive price determined by the Company when granting restricted shares to incentive recipients

The price at which the incentive recipient receives shares in the company

Vesting means that after the incentive recipient meets the conditions for benefit, the listed company will register the shares

to the incentive's account

Vesting date refers to the registration of the granted shares after the incentive recipient meets the conditions for benefit

Date, which must be the trading day

Vesting conditions refer to the incentive conditions established by this incentive plan, and the incentive object is to obtain incentive shares

Criteria for benefit

Validity period refers to the restriction from the date of grant of restricted shares to the date of grant to the incentive recipient

The date on which all shares become vested or voided expires

China Securities Regulatory Commission means the China Securities Regulatory Commission

Stock Exchange means the Shanghai Stock Exchange

"Company Law" means the Company Law of the People's Republic of China

"Securities Law" means the Securities Law of the People's Republic of China

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

"Listing Rules" means the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange

"Self-Regulatory Guidelines" refers to the Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 4 – Equity

Incentive information disclosure》

"GalaxyCore Inc. (Geke Micro Co., Ltd.) by the eleventh

"Articles of Association" means the Memorandum and Articles of Association as amended and restated

new versions of which may be applicable from time to time

Yuan means the Renminbi Yuan, the legal tender unit of the People's Republic of China

Chapter 3 Basic Assumptions

This independent financial adviser's report is based on the following fundamental assumptions:

1. There are no major changes in the relevant laws, regulations and policies in force of the state;

2. The materials and information provided and publicly disclosed by Gekewei are true, accurate and complete;

3. There are no other obstacles to this incentive plan, and all agreements involved can be validly approved and finally completed as scheduled;

4. The relevant parties implementing this incentive plan can follow the principle of good faith and fully perform all their obligations in accordance with the plan of this incentive plan and the terms of relevant agreements;

5. There is no significant adverse impact caused by other force majeure.

Chapter IV Examination and approval procedures for the performance of this incentive plan

1. On December 3, 2024, the company held the ninth meeting of the second board of directors and deliberated and approved the "Guan

< Proposal on the > and Summary of the 2024 Restricted Stock Incentive Plan (Draft) of Geke Micro Co., Ltd. and its Summary" and "Measures for the Implementation of the >Assessment and Management Measures for the Implementation of the 2024 Restricted Stock Incentive Plan of < Geke Micro Co., Ltd." and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's Equity Incentive Plan".

2. On December 4, 2024, the company was listed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

According to the entrustment of other independent directors of the company, Ms. Zhou Yi, an independent director, as the solicitor, solicited proxy voting rights from all shareholders of the company on the proposals related to the incentive plan deliberated by the company's first extraordinary general meeting of shareholders in 2024.

3. From December 4, 2024 to December 13, 2024, the company announced this time within the company

The name and position of the incentive recipient of the incentive plan. During the publicity period, the board of directors did not receive any incentives for the recipients

Objections to the legitimacy and validity of the subject's qualifications. On December 14, 2024, the company was traded on the Shanghai Stock Exchange

The website (www.sse.com.cn) discloses the "Review Opinions and Publicity Statement of the Independent Directors of Geke Micro Co., Ltd. on the List of Incentive Recipients of the Company's 2024 Restricted Stock Incentive Plan".

4. On December 19, 2024, the company held the first extraordinary general meeting of shareholders in 2024 and deliberated and approved

The "Proposal on the > and Summary of the 2024 Restricted Stock Incentive Plan (Draft) of < Geke Micro Co., Ltd." and the "Management Measures for the Implementation of the 2024 Restricted Stock Incentive Plan of < Geke Micro Co., Ltd." were >and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's Equity Incentive Plan". At the same time, the company conducted a self-inspection on the trading of the company's shares by insiders of inside information 6 months before the announcement of the 2024 restricted stock incentive plan (draft) of Geke Micro Co., Ltd., and no use was found

In the case of stock trading. On December 20, 2024, the company was launched on the website of the Shanghai Stock Exchange

(www.sse.com.cn) Disclosed the "Self-inspection Report of Geke Micro Co., Ltd. on the Trading of the Company's Shares by Insiders with Inside Information of the 2024 Restricted Stock Incentive Plan".

5. On December 24, 2024, the company held the tenth meeting of the second board of directors and deliberated and approved

"Proposal on Granting Restricted Shares to Incentive Recipients". The independent directors checked the list of incentive recipients as of the grant date and issued verification opinions.

Chapter 5 The Grant of Restricted Shares

1. The specific circumstances of the restricted stock grant

(1) Award date: December 24, 2024

(2) Number of shares granted: 10 million shares

(3) Number of awardees: 152

(4) Grant price: 8.62 yuan per share

(5) Source of shares: RMB A ordinary shares of the Company issued by the Company to the incentive recipients and/or RMB A ordinary shares of the Company repurchased from the secondary market

(6) The validity period, vesting period and vesting arrangements of the incentive plan:

1. The validity period of the incentive plan is from the date of grant of restricted shares to the date of full vesting or invalidation of the restricted shares granted to the incentive object, and the maximum period shall not exceed 10 years.

2. The restricted shares granted by the incentive plan shall be vested in batches according to the agreed proportion after 12 months from the date of grant, and after the incentive object meets the corresponding vesting conditions, the vesting date must be the trading day within the validity period of the incentive plan, but the relevant laws, administrative regulations and departmental rules shall not vest during the period when the directors and senior managers of the listed company are restricted from trading the company's shares.

If the company's directors, senior management and their spouses, parents and children as incentive recipients reduce their holdings of restricted shares before the vesting of restricted shares, the vesting of their restricted shares will be postponed for 6 months from the date of the last reduction in accordance with the provisions of the Securities Law on short-term trading.

During the validity period of the incentive plan, if there is any change in the relevant laws, administrative regulations, normative documents and the relevant provisions of the Articles of Association for the above period, the incentive object shall comply with the provisions of the amended Company Law, Securities Law and other relevant laws, regulations, normative documents and the Articles of Association when vesting restricted shares.

The vesting arrangements for restricted shares are set out in the table below:

Vesting Arrangement Vesting Period Vesting Ratio

1st vesting period 1.Start date: the first trading day after 12 months from the grant date. 20%

2. The termination date is the later of the following dates:

(1) on the last trading day within 24 months from the date of grant;

(2) If the company needs to handle the vesting of this incentive plan and restricted shares

The registration related to foreign exchange management shall be completed from the registration of foreign exchange management

On the last trading day within 4 months from the date of the day.

Starting Date: The first trading day after the expiration date of the first vesting period.

Second vesting period Termination date: The last 20% of the 12 months after the expiration date of the first vesting period

On the day of a trading day.

From date: The first trading day after the expiration date of the second vesting period.

Third vesting period Termination date: The last 30% of the 12 months following the expiration date of the second vesting period

On the day of a trading day.

Start Date: The first trading day after the expiration date of the third vesting period.

Fourth vesting period Termination date: The last 30% of the 12 months following the expiration date of the third vesting period

On the day of a trading day.

Restricted shares that do not meet the vesting conditions within the above-mentioned agreed period shall not be vested or deferred to the next year, and shall be invalidated by the company in accordance with the provisions of this incentive plan.

After the vesting conditions of the restricted shares are met, the company will handle the vesting of the restricted shares that meet the vesting conditions.

(7) The list of incentive recipients and their awards

The restricted amount granted is the time of grant

Name Position Nationality Number of Shares (10,000 Number of Interests to be Granted Total share capital

shares) volume proportions

1. Directors, senior management personnel and core technical personnel

/ / / / / /

2. Personnel whom the Board of Directors deems necessary to be motivated

1,000.00 100.00% 0.38%

(152 people)

Total 1,000.00 100% 0.38%

Note: 1. The total number of underlying shares involved in the company's equity incentive plan within the validity period does not exceed 20.00% of the company's total share capital. The cumulative number of shares of the company granted to any one of the above-mentioned incentive recipients through all the equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.

2. The incentive objects of this incentive plan do not include the independent directors of the company, shareholders or actual controllers who hold more than 5% of the company's shares individually or collectively, and their spouses, parents and children.

3. If there is a difference in the mantissa between the total and the sum of the direct addition of each detail, it is due to rounding.

2. The difference between the equity incentive plan implemented this time and the incentive plan deliberated and approved by the general meeting of shareholders

The content of this incentive plan is consistent with the content deliberated and approved by the company's first extraordinary general meeting of shareholders in 2024.

Chapter VI Explanation of the Conditions for the Grant of Restricted Shares

1. Conditions for the grant of restricted shares

According to the provisions of the grant conditions in this incentive plan, the restricted shares granted to the incentive recipient must meet the following conditions at the same time:

(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 of the internal control of the financial report of the most recent fiscal year was issued by the certified public accountant with a negative opinion or unable to express an opinion;

3. In the last 36 months after listing, there has been no profit distribution 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.

2. A statement by the Board of Directors on the achievement of the conditions for the award

After the review and confirmation of the board of directors, neither the company nor the incentive recipient has any of the above circumstances, nor does it fail

In other circumstances where the incentive is granted or shall not be the object of the incentive, the granting conditions stipulated in the incentive plan have been fulfilled.

The board of directors approved the grant date of the company's incentive plan as December 24, 2024, and agreed to pay 8.62 yuan

The grant price per share grants 10 million restricted shares to 152 eligible incentive recipients.

Chapter VII Verification Opinions of Independent Financial Advisers

The independent financial adviser believes that the incentive plan has obtained the necessary approvals and authorizations, and the determination of the restricted stock grant date, grant price, grant object, grant quantity, etc., as well as the grant of the incentive plan, comply with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures, the Listing Rules, the Self-Regulatory Guide and other relevant laws, regulations, normative documents and the Articles of Association, and there is no circumstance that does not meet the grant conditions stipulated in the incentive plan.

(There is no text on this page, it is only the signature page of the "Independent Financial Adviser's Report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Matters Related to the Grant of the 2024 Restricted Stock Incentive Plan of Geke Micro Co., Ltd.")

Independent Financial Advisor: Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd

December 24, 2024