China Securities Co., Ltd

About ArcSoft Technology Co., Ltd

Verification opinions on the postponement of fundraising and investment projects

China Securities Co., Ltd. (hereinafter referred to as "CSC Securities", "Sponsor"), as the sponsor of the initial public offering of shares and listing on the Science and Technology Innovation Board of ArcSoft Technology Co., Ltd. (hereinafter referred to as "ArcSoft Technology" or "the Company"), in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies and the The Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant provisions have prudently verified the postponement of ArcSoft Technology's fundraising and investment projects, as follows:

First, the basic situation of the funds raised

According to the China Securities Regulatory Commission Zheng Jian Xu Xu [2019] No. 1180 "Reply on Agreeing to the Registration of the Initial Public Offering of Shares of Arcsoft Technology Co., Ltd.", the Company was approved to make a public announcement on the Shanghai Stock Exchange

46,000,000 RMB ordinary shares of the Development Bank, with a par value of RMB1.00 per share, at an issue price of RMB28.88 per share

After deducting the sponsor underwriting fee of RMB 53,000,000.00, the initial amount of RMB 1,275,480,000.00 will be remitted to the company's special account for raising funds, and the initial amount of raised funds will be RMB 1,275,480,000.00 after deducting the sponsor underwriting fee of RMB 53,000,000.00 by Huatai United Securities Co., Ltd. and China Securities Co., Ltd., the joint lead underwriters of the company, and the initial amount of funds raised will be RMB 1,275,480,000.00 after deducting other issuance expenses 20,929,165.53 yuan, the net amount of funds raised is human

RMB 1,254,550,834.47, verified by Lixin Certified Public Accountants (Special General Partnership) and dated July 2019

On January 17, the "Capital Verification Report" [2019] No. ZA15224 was issued for verification. Later, due to the stamp duty reduction of RMB 308,405.42 on the raised funds, the actual related issuance expenses decreased by RMB 308,405.42 compared with the previous amount, and the actual net amount of funds raised was RMB 1,254,859,239.89. The company has carried out special account storage of raised funds, and signed the "Tripartite Supervision Agreement on Special Account Storage of Raised Funds" with joint sponsors and commercial banks that deposit raised funds.

Second, the basic situation of the fundraising project

According to the company's "Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board", after the funds raised this time are in place,

In order of priority, we will invest in the capability improvement project of AI vision solutions for smartphones and AI vision solutions in the IoT field

Program industrialization project, optical under-screen fingerprint solution development and industrialization project, R&D center construction project. up to

As of November 30, 2024, the status of each fundraising project is as follows:

Unit: 10,000 yuan

Preface Total Investment of the Project Adjusted Project Raised Funds Commitment Adjusted Raised to Reach the Intended Use

No. Project Name Amount Total Investment Total Investment Total Investment Investment Status Date

[Note] Total[Note]

Smartphone AI December 2022

1 Vision Solutions 33,706.65 33,706.65 33,706.65 33,706.65 (closed)

Capacity Enhancement Programs

AI vision in the IoT field

2 JEW Solution 38,457.15 56,402.84 38,457.15 55,044.59 December 2024

Industrialization project

Optical under-display fingerprint Not applicable

3 Solution development 22,048.88 7,672.35 22,048.88 7,672.35 (Project terminated)

and industrialization projects

4 R&D center construction 18,940.60 18,940.60 18,940.60 18,940.60 June 2023

Project (Closed)

Total 113,153.28 116,722.44 113,153.28 115,364.19 -

Note: After the deliberation and approval of the third extraordinary general meeting of shareholders in 2022, the company terminated the development and industrialization project of optical under-screen fingerprint solution, and invested the remaining raised funds of the project into the industrialization project of AI vision solution in the field of IoT; At the same time, combined with the company's strategic development needs and the actual construction of fund-raising projects, the company has a right to

An additional investment of 179,456,900 yuan was made in the industrialization project of AI vision solutions in the IoT field, of which the development and industry of optical under-screen fingerprint solutions were terminated

The remaining raised funds of the project are 165.8744 million yuan, and the shortfall is made up by the company's own funds.

3. The situation and reasons for the postponement of the industrialization project of AI vision solutions in the IoT field

(1) The postponement of the industrialization project of AI vision solutions in the IoT field

As of November 30, 2024, the industrialization project of AI vision solutions in the IoT field has been fundraised

517.8854 million yuan, and the cumulative investment progress of raised funds reached 94.08%. As of November 30, 2024

The balance of funds raised was 71.788 million yuan (including the accumulated bank interest income and cash management income after deducting handling fees).

Unit: 10,000 yuan

Preface Project Name Total Adjusted Project Adjusted Funds Raised Cumulative Investment Raised Cumulative Funds Raised

No. Investment Amount Total Investment Amount of Funds Investment Progress

1 AI vision solution in the IoT field 56,402.84 55,044.59 51,788.54 94.08%

Program industrialization project

Based on the principle of prudence, the company is raising funds in combination with the company's current AI vision solution industrialization project in the IoT field

The actual use of the funds and the future investment plan are not changed, and the date on which the project reaches the predetermined usable state is adjusted under the condition that the investment content, implementation subject and implementation method of the raised funds are not changed, as follows:

Preface The date on which the intended usable status has been reached

No. The name of the project

After the original plan was postponed

1 Industrialization Project of AI Vision Solutions in the IoT Field December 2024 June 2025

Note: On October 28, 2021, the company adjusted the internal investment structure of the project and the date of reaching the scheduled usable state

Announcement on the Internal Investment Structure of Investment Projects and the Postponement of Fundraising Projects (Announcement No. 2021-039); On December 29, 2022, the Company will discontinue under the optical screen

For details, please refer to the Announcement on the Completion of Part of the Fundraising Projects and the Permanent Replenishment of Liquidity with the Surplus Raised Funds and the Change of Part of the Fundraising Projects (Announcement No.: Pro 2022-034).

Announcement on the Resolution of the Third Extraordinary General Meeting of Shareholders in 2022 (Announcement No. 2022-038); On December 27, 2023, the company reached the scheduled date for the project

For details of the adjustment of the status date, please refer to the Announcement on the Postponement of Fundraising Projects (Announcement No. 2023-035).

(2) Reasons for the postponement of the industrialization project of AI vision solutions in the IoT field

Since the raised funds have been in place, the company's board of directors and management have attached great importance to and actively and steadily promoted the development of fundraising projects, the company's core technical capabilities and industrial development in the field of intelligent vehicles have been improved, and the product matrix has been more complete

Good. Based on the continued optimism in this field, the company entered the AI vision solution industry in the IoT field in December 2022

Additional capital has been invested in the project.

In recent years, with the deepening of the automotive industry and the technology industry, the smart car market has shown the characteristics of fierce competition, rapid iteration of product technology, and continuous evolution of user needs and market competition. In order to cope with the changes in the market environment, the company closely combines the latest market trends and the real-time needs of customers, continuously optimizes the specific plan in the implementation of the fundraising project, and carries out multiple rounds of iterations in technology to improve the overall quality of the fundraising project and the use effect of the raised funds. The company has carried out a detailed combing, optimization and upgrading of the project plan: first, accelerate the improvement of the technology and product capabilities in the five directions of intelligent cockpit, intelligent driving, intelligent parking, intelligent visualization (AVM, blind spot assistance), and extravehicular intelligent assistance, so as to achieve all-round productization, steadily realize market-oriented implementation and continuously improve market share.

Second, the company in ADAS and APA directions, such as 2D&3D traffic markings, uphill and downhill, ramp ramp recognition,

Pure vision-related technologies such as white paper object targets and general obstacle detection have reached the global cutting-edge level, and high-level technologies such as weak graphics and localized visual NOA are also becoming more and more mature, and the company will focus on enriching and iterating the aforementioned technologies. Third, the company closely follows the market's idea of "reducing costs" to build cars, and in addition to continuing to optimize the overall pure vision solution of L2+APA based on the TDA4 platform with a high technical threshold of low computing power cost, it will also enrich the support strategies of other low and medium platforms to meet the differentiated needs of customers.

In summary, the company prudently planned the use of raised funds, determined the pace of raised funds according to market changes and technological changes, and extended the implementation cycle of AI vision solution industrialization projects in the IoT field. In order to ensure the construction results of the project

To better meet the company's development requirements, after comprehensive analysis and careful evaluation, the company intends to extend the date of the project to reach the intended usable state to June 2025.

Fourth, the impact of the postponement of the fundraising project

The postponement of the company's AI vision solution industrialization project in the IoT field is based on the actual implementation of the project

The prudent decisions that need to be made are in line with the actual situation of the company's development and help to ensure the practicality of the fundraising project and the effectiveness of the use of the raised funds. The extension of the project does not change or disguise the use of raised funds and damage the interests of shareholders, will not have a significant adverse impact on the normal operation of the company, in line with the company's long-term development plan, in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the management of funds raised by listed companies. The company will further accelerate the construction progress of the fundraising project in the future, so that the fundraising project can reach the scheduled usable state as soon as possible.

5. Relevant review procedures

On December 31, 2024, the company held the second meeting of the third board of directors and deliberated and approved the "About Fundraising

Proposal for Project Extension", agrees that the company will postpone the date on which the industrialization project of AI vision solutions in the field of IoT will reach the scheduled usable state of the IPO raised funds. The Supervisory Board of the Company issued a clear concurring opinion. This matter is within the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.

6. Explanation of special opinions

The board of supervisors of the company believes that the postponement of the fundraising project is a prudent decision made by the company based on the actual internal and external conditions of the implementation process of the fundraising project. This matter does not change or disguise the use of raised funds and damage the interests of shareholders, and is in line with the provisions of laws, regulations and institutional documents such as the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Company's Management System for Raised Funds, and is in line with the actual business needs, long-term development planning and interests of all shareholders of the Company. Therefore, we unanimously agreed to the company's postponement of the fundraising project.

7. Verification opinions of the sponsor institution

After verification, the sponsor believes that the postponement of the company's fundraising and investment projects has been deliberated and approved by the company's board of directors and board of supervisors, and the necessary decision-making procedures have been performed, which is in line with the provisions of relevant laws, regulations and normative documents on the decision-making procedures for the use of raised funds. The postponement of this fundraising project is in line with the "Guidelines for the Supervision of Listed Companies No. 2 - Fundraising by Listed Companies".

The requirements of relevant laws, regulations, normative documents such as the Regulatory Requirements for the Management and Use of Gold, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the provisions of the Company's Management System for Raised Funds will not adversely affect the implementation of fund-raising projects, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.

To sum up, the sponsor has no objection to the postponement of the company's fundraising project.

(No text below)

(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of China Securities Co., Ltd. on the Extension of the Fundraising and Investment Project of Arcsoft Technology Co., Ltd.")

Signature of Sponsor Representative: ______________ ______________

Wang Chenning, Wang Jian

China Securities Co., Ltd

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