CITIC Securities Co., Ltd

About Amlogic Semiconductor (Shanghai) Co., Ltd

Verification report of shareholders inquiring about the transfer of shares to specific institutional investors

Shanghai Stock Exchange:

CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or the "Organizational Broker") was appointed as Amlogic

(Hong Kong) Limited (hereinafter referred to as the "Transferor") is an organization firm that reduces its holdings of the issued shares of Amlogic Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as the "Company" or "Amlogic Shares") before the initial public offering by way of inquiry transfer (hereinafter referred to as "Inquiry Transfer") to specific institutional investors.

After verification, CITIC Securities made the following report on whether the shareholders and transferors of this inquiry transfer meet the requirements of the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 4 - Inquiry Transfer and Placement (hereinafter referred to as the "Inquiry Transfer and Placement Guidelines"), whether the inquiry, transfer process and results of this inquiry transfer are fair and just, and whether they comply with the provisions of the Inquiry Transfer and Placement Guidelines.

1. Overview of the transfer of this inquiry

(1) The transferor of this inquiry

As of January 24, 2025, the number of pre-IPO shares of the company held by the transferor and the proportion of the company's total share capital

The situation is as follows:

Serial No. Name of Shareholder As of January 24, 2025 Shareholding Ratio

Number of Closing Shares (Shares)

1 Amlogic (Hong Kong) Limited 108,871,744 26.00%

(2) The quantity of this inquiry transfer

The maximum number of shares to be transferred in this inquiry is 16,330,657 shares, and after the transferee is allocated, the transfer of this inquiry is as follows:

Name of the transferred shareholder Number of shares transferred (shares) Proportion of total share capital Proportion of shares held Source of transferred shares

Amlogic (Hong Kong) 16,330,657 3.90% 15.00% pre-IPO shares

Limited

(3) Method of transfer

The transferor, as a pre-IPO shareholder of Jingchen shares, a listed company on the Science and Technology Innovation Board of the Shanghai Stock Exchange, is subject to the "Inquiry Transfer

and the Placing Guidelines", the relevant provisions of the Placing Guidelines are to transfer shares by way of inquiry transfer to specific institutional investors.

(4) The principle of determining the lower limit of the transfer price of this inquiry

The shareholders negotiate with the organization brokerage to determine the lower limit of the price of this inquiry transfer. The lower limit of the transfer price of this inquiry shall not be lower than that of CITIC Securities to send the "Jingchen Semiconductor (Shanghai) Co., Ltd. Inquiry Transfer Stock Subscription Invitation" to investors

(hereinafter referred to as the "Subscription Invitation") (i.e. January 24, 2025, inclusive) 20 trading days prior to the date

70% of the average trading price of Chen's shares, in line with the provisions of the "Inquiry Transfer and Placement Guidelines" on the lower limit of the inquiry transfer price.

(5) The principle of determining the transfer price of this inquiry

1. Determination of inquiry transfer price and principle of allocation

Organize securities firms to follow the bidding procedures for bookkeeping, and the placing adopts the principle of "priority for subscription price, priority for subscription quantity and priority for receiving the "subscription quotation form" to determine the inquiry transfer price and subscription object. If the number of valid subscribed shares transferred in this inquiry exceeds the upper limit of the number of shares to be transferred in this inquiry (16,330,657 shares), the principle of determining the transfer price, the subscription object and the number of allotted shares is as follows (priority is given according to the order of serial number):

(1) Priority of subscription price: Sort and accumulate according to the declared price from high to low;

(2) Priority of subscription quantity: if the declared price is the same, it will be sorted and accumulated according to the subscription quantity from high to low;

(3) Priority time of receipt of the "Subscription Quotation Form": If the declared price and the number of subscribed shares are the same, the "Subscription Quotation Form" will be delivered according to the delivery time of the "Subscription Quotation Form", and the effective "Subscription Quotation Form" received by the brokerage company for the first time within the specified time will be sorted and accumulated from first to first, and the effective subscription with early time will be prioritized for allocation.

If the total number of valid subscribed shares of the inquiry object is equal to or exceeds 16,330,657 shares, all valid subscriptions shall be made

When the total number of shares is equal to or exceeds 16,330,657 shares for the first time, the lowest subscription price for the cumulative valid subscription is the transfer price of this inquiry. According to this price, the effective subscription amount higher than the transfer price of this inquiry will be placed, and the effective subscription amount with the same transfer price of this inquiry will be sorted and placed in turn according to the principle of the subscription quantity from large to small and the subscription time from early to late, until the cumulative number of placed shares reaches 16,330,657 shares.

If the total number of valid subscribed shares of the inquiry object is less than 16,330,657 shares, the lowest price among all valid subscriptions

It will be determined as the transfer price of this inquiry. All investors who have validly subscribed will receive the placement in full.

2. The method of adjusting the results of the inquiry transfer

If the total number of valid subscribed shares of the inquiry object is less than 16,330,657 shares, the brokerage firm will be organized according to the valid subscription quotation

high and low, in turn, ask the inquiry object whether it is in accordance with the determined transfer price to subscribe, if it participates in the additional subscription, the corresponding additional transfer quantity; If the subscription is still insufficient after the above inquiry, the organization brokerage will ask other specific institutional investors whether to subscribe according to the determined transfer price, and if they participate in the additional subscription, the corresponding additional transfer quantity. If the additional subscription process is initiated, the brokerage firm will ask the inquiry object and specific institutional investors by e-mail in accordance with the above rules, and if the inquiry object or specific institutional investors confirm their participation in the additional subscription, they must reply to the email to confirm the acceptance of the transfer price and the additional subscription quantity.

If the subscription is still insufficient after the final addition, the organizing brokerage will determine the final transferee and the final transfer quantity according to the actual subscription. All investors who have validly subscribed will receive the placement in full.

The organization of the brokerage will be in accordance with the above subscription confirmation procedures and rules to form the final placement results, if there are any unfinished matters in the above procedures and rules, the organization of the brokerage will negotiate and resolve.

Second, the process of the transfer of this inquiry

(1) Sending of invitation documents

A total of 397 institutional investors have been served in the "Invitation to Subscription" for this inquiry transfer, including: 77 fund companies, 53 securities companies, 16 insurance institutions, 46 qualified foreign institutional investors, 201 private equity funds, 2 trust companies and 2 futures companies.

The above-mentioned "Invitation to Subscription" contains the subscription objects and conditions, the subscription time and subscription method, the lower limit of the inquiry transfer price, and the procedures and rules for the allocation of shares. The subscription quotation materials include: (1) the subscription price and the number of shares subscribed by the investor; (2) The investor undertakes that its subscription qualifications, the subscription behavior and the source of funds for the subscription comply with the relevant laws and regulations, the relevant regulations of the China Securities Regulatory Commission and other regulatory authorities, and other relevant statutory, contractual or unilateral commitments applicable to themselves; Confirm and undertake that it is an accredited investor as defined in the Inquiry Transfer and Placing Guidelines; Acknowledging and undertaking that it and the ultimate subscriber do not include (1) the transferor, CITIC Securities, or institutions that have a direct or indirect control relationship with the transferor or CITIC Securities, or are controlled by the same entity; (2) Institutions in which the directors, supervisors, and senior managers of the institutions listed in the preceding paragraph are able to exercise control, joint control, or exert significant influence; (3) Institutions that are close to the persons listed in Item 1 or the controlling shareholders, actual controllers, directors, supervisors, or senior managers of the listed institutions are able to exercise control, joint control, or exert significant influence; (4) According to the Administrative Measures for the Acquisition of Listed Companies

Other mechanisms that constitute a person acting in concert with the transferor, or participate in the transfer of the inquiry may lead to misconduct or transfer of benefits

Frame. There is also no direct subscription or indirect participation in this inquiry transfer by the above-mentioned institutions and personnel in the form of structured products

Subscription, except for securities investment funds and other asset management products that are publicly offered in accordance with the law; (3) Investors

Neither of the transferors has made a commitment to guarantee the minimum return or the disguised guaranteed return, and there is no direct or communication

Circumstances in which an interested party provides financial assistance or compensation to itself and the ultimate subscriber; (4) Investor undertaking if

It was allocated the transfer of shares in this inquiry and will fully subscribe for the relevant shares.

(2) The subscription quotation

During the effective declaration time specified in the "Subscription Invitation", that is, from 7:15 to 9:15 on January 27, 2025, the brokerage will be organized

A total of 15 copies of the "Subscription Quotation Form" were received, all of which were valid quotations, and the investors who participated in the subscription have sent the relevant subscriptions in a timely manner

File.

(3) The transfer price, the allottee and the allotment

According to the subscription quotation of institutional investors, and in strict accordance with the inquiry transfer price determined in the "Subscription Invitation",

The specific rules and regulations for the object of inquiry and the procedures and rules for allotting shares are the same as those of "1. (5) The original determination of the transfer price of this inquiry

The price of this inquiry is determined to be 72.71 yuan per share, and the number of shares transferred is 16,330,657 shares

$1,187,402,070.47.

The transferees were finally determined to be 13 investment institutions. The results of the transfer of this inquiry are as follows:

Preface Name of the transferee Number of shares to be transferred Amount The shares to be transferred are in the lock-up period

No. (shares) (yuan) Proportion of total share capital

1 China Industrial Securities Global Fund Management Co., Ltd. 11,168,657 812,073,050.47 2.67% 6 months

2 NORD Fund Management Limited 1,030,000 74,891,300.00 0.25% 6 months

3 J.P. Morgan Securities plc 710,000 51,624,100.00 0.17% 6 months

4 Shanghai Licheng Asset Management Co., Ltd. 680,000 49,442,800.00 0.16% 6 months

5 Morgan Stanley International Limited 662,000 48,134,020.00 0.16% 6 months

6 Nanjing Shengquan Hengyuan Investment Co., Ltd. 550,000 39,990,500.00 0.13% 6 months

7 UBSAG 550,000 39,990,500.00 0.13% 6 months

8 Chinese Life Asset Management Co., Ltd. 540,000 39,263,400.00 0.13% 6 months

9 Ningbo Meishan Bonded Port Lingding Investment Management Co., Ltd. 180,000 13,087,800.00 0.04% 6 months

10 Beijing Nuanyixin Private Equity Fund Management Co., Ltd. 150,000 10,906,500.00 0.04% 6 months

11 Shanghai Zhuchi Asset Management Co., Ltd. 50,000 3,635,500.00 0.01% 6 months

12 Qingdao Luxiu Investment Management Co., Ltd. 30,000 2,181,300.00 0.01% 6 months

13 Industrial Securities Co., Ltd. 30,000 2,181,300.00 0.01% 6 months

Total 16,330,657 1,187,402,070.47 3.90% -

(4) Contributions

After the results of the placement were confirmed, CITIC Securities issued a Payment Notice to the 13 investors who were allotted this time. every

In accordance with the requirements of the "Payment Notice", the placing object has paid the subscription amount in full and in a timely manner to the special account designated by the organization securities firm. CITIC Securities shall transfer the net amount of share transfer funds after deducting relevant financial advisory fees, stamp duty, transfer fees and handling fees to the bank account designated by the transferor in accordance with the regulations.

After verification, the organization of the brokerage believes that the inquiry transfer process is legal and compliant, and the transfer results are fair and just, in line with the relevant provisions of laws and regulations, departmental rules 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 Implementation Opinions on the Establishment of the Science and Technology Innovation Board on the Shanghai Stock Exchange and the Pilot Registration System, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (Trial), the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Guidelines for the Transfer and Placement of Inquiries.

3. Information disclosure in the process of this inquiry and transfer

On January 25, 2025, Jingchen Co., Ltd. and the transferor announced the "Jingchen Semiconductor (Shanghai) Co., Ltd

Shareholder Inquiry Transfer Plan (hereinafter referred to as the "Inquiry Transfer Plan"). Organize securities firms to issue the "CITIC Securities Co., Ltd. on the Verification Opinions of Shareholders of Jingchen Semiconductor (Shanghai) Co., Ltd. on the Relevant Qualifications for Inquiry and Transfer of Shares to Specific Institutional Investors" as an annex to the "Inquiry Transfer Plan".

On January 28, 2025, Jingchen announced the "Shareholder Inquiry of Jingchen Semiconductor (Shanghai) Co., Ltd

Indicative Announcement on Transfer Pricing.

In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Implementation Opinions on the Establishment of the Science and Technology Innovation Board and the Pilot Registration System on the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (Trial), the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Guidelines for Inquiry, Transfer and Placement, and other relevant provisions on information disclosure, the company will supervise Jingchen shares and the transferor to earnestly perform the relevant obligations and disclosure procedures of information disclosure.

4. Verification of the qualifications of the transferor and the transferee

(1) Verification of the qualifications of the transferor

In accordance with the requirements of relevant laws and regulations, CITIC Securities has verified the relevant qualifications of the transferor. The transferor has completed the proposed transfer

Let the lock-up of the shares. On January 18, 2025, CITIC Securities completed the verification of the transferor and visited the transferor

Interviews and inquiries and collection of relevant verification documents. In addition, CITIC Securities also reversed through public information channel retrieval and other means

The qualifications of the grantor were verified. On January 24, 2025, CITIC Securities issued the "About Amlogic Semiconductor (Shanghai)

Verification Opinions on the Qualifications of Shareholders of a Company Limited by Shares to Inquire about the Transfer of Shares to Specific Institutional Investors.

The transferor of this inquiry transfer meets the subject qualifications required by laws and regulations such as the "Inquiry Transfer and Placement Guidelines", and the transferor does not have Article 11 of the "Inquiry Transfer and Placement Guidelines": "(1) Whether the shareholders participating in the transfer have violated the provisions on share reduction or the commitments they have made; (2) Whether the shareholders participating in the transfer have any of the circumstances specified in Articles 5 and 6 of these Guidelines; (3) Whether the shares to be transferred belong to the pre-IPO shares, and whether there are restrictions on rights such as pledge and judicial freezing; (4) Whether the shareholders involved in the transfer have violated the relevant provisions on the management of state-owned assets (if applicable); (5) Whether the necessary review or approval procedures have been fulfilled for the transfer of this inquiry (if applicable); (6) Other matters required to be verified by the Institute. and other prohibited circumstances.

(2) Verification of the transferee's qualifications

According to the verification information provided by the allottee, the verification results of the brokerage firm are as follows.

The transferees are all professional institutional investors with corresponding pricing power and risk tolerance, in line with Article 7 of the Guidelines for Inquiry Transfer and Placement, which states that "the transferee of the inquiry transfer shall be an institutional investor with corresponding pricing power and risk tolerance." Institutional investors or other institutional investors (including the products under their management) who meet the requirements of the Detailed Rules for the Implementation of the Initial Public Offering of Securities Issuance and Underwriting Business of the Shanghai Stock Exchange on the offline investors of initial public offerings may participate in the inquiry and subscription of the inquiry transfer. In addition to the institutional investors specified in the preceding paragraph, other private fund managers that have completed registration with the Asset Management Association of China (and the products they manage to participate in the inquiry transfer have been filed with the Asset Management Association of China) may participate in the inquiry and subscription of the inquiry transfer. Shareholders participating in the transfer may negotiate with the securities company and stipulate other conditions that the transferee shall meet in the subscription invitation".

The transferees, Shanghai Licheng Asset Management Co., Ltd., Nanjing Shengquan Hengyuan Investment Co., Ltd., Ningbo Meishan Bonded Port Lingding Investment Management Co., Ltd., Beijing Nuanyixin Private Equity Fund Management Co., Ltd., Shanghai Zhuchi Asset Management Co., Ltd., and Qingdao Luxiu Investment Management Co., Ltd., are private investment funds stipulated in the Securities Investment Fund Law of the People's Republic of China, the Interim Measures for the Supervision and Administration of Private Investment Funds, and the Measures for the Registration of Private Investment Fund Managers and the Filing of Funds (for Trial Implementation). The filing materials for private equity funds have been provided.

After verification, the institutional investors participating in the inquiry transfer subscription offer and the products they manage:

(1) There is no transferor and CITIC Securities, or an institution that has a direct or indirect control relationship with the transferor and CITIC Securities, or is controlled by the same entity;

(2) There is no institution in which the directors, supervisors, or senior managers of the institutions listed in the preceding paragraph are capable of exercising control, joint control, or exerting significant influence;

(3) There is no institution that has close relatives who are close to the controlling shareholders, actual controllers, directors, supervisors, or senior managers of the persons listed in Paragraph 1 can exercise control, joint control, or exert significant influence;

(4) There is no circumstance that constitutes a person acting in concert with the transferor in accordance with the Administrative Measures for the Acquisition of Listed Companies, or that participating in the inquiry transfer may lead to improper behavior or transfer of benefits.

Concluding remarks

After verification, the organization of the brokerage believes that the inquiry transfer process follows the principle of fairness and impartiality, in line with the current regulatory requirements of the securities market. The share transfer price was finalized through inquiry. The entire inquiry transfer process complies with the relevant provisions of laws and regulations, departmental rules 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 Implementation Opinions on the Establishment of the Science and Technology Innovation Board on the Shanghai Stock Exchange and the Pilot Registration System, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Guidelines for Inquiry Transfer and Placement.

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Organizational brokerage: CITIC Securities Co., Ltd

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