Amlogic Semiconductor (Shanghai) Co., Ltd

2024 Annual Report of Independent Directors

As an independent director of the third board of directors of Amlogic Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as "Amlogic Co., Ltd." or the "Company"), during the reporting period, I complied with the provisions and requirements of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Measures for the Administration of Independent Directors of Listed Companies and other laws and regulations, as well as the Articles of Association of Amlogic Semiconductor (Shanghai) Co., Ltd. (hereinafter referred to as the "Articles of Association"). Fulfill their duties, be diligent and responsible, and give full play to the role of independent directors in the governance of listed companies.

During the reporting period, I actively attended relevant meetings, carefully reviewed the proposals of the board of directors, professional committees and special meetings of independent directors, paid close attention to the relevant information of listed companies, faithfully performed the duties of independent directors, put forward reasonable suggestions on major matters of the company, and safeguarded the legitimate interests of the company and shareholders, especially small and medium-sized shareholders. As an independent director of the third board of directors of the company, I now report on my work during the reporting period as follows:

1. Basic information of independent directors

(1) Personal work history, professional background, and part-time employment

Mr. Li Hanjie, born in 1986, graduated from East China University of Political Science and Law with a master's degree in law. July 2012 to 2016

In October, he worked as a paralegal at Beijing Jingtian & Gongcheng Law Firm; November 2016 to 2018

In March, he worked as a lawyer in Shanghai Jingcheng Shenheng Law Firm; Since March 2018, he has served as a member of the Beijing Municipal Competition

Partner of Tian Gong Shing Law Firm Shanghai Office. Since July 2023, he has served as an independent director of the company.

(2) An explanation of independence

I have the independence required by the China Securities Regulatory Commission's Measures for the Administration of Independent Directors of Listed Companies, and there is no situation that affects my independence.

2. Overview of the annual performance of duties by independent directors

(1) Attendance at the meeting

In 2024, the company held a total of 6 meetings of the board of directors, 2 general meetings of shareholders, and 1 special meeting of independent directors. My attendance during the reporting period is as follows:

Directors Participation in the Board of Directors Participation in general meetings of shareholders

Name Situation

Yes No Even

During the year, the participants should be absent from two consecutive general meetings by means of correspondence

Add the number of times the board of directors attended, the number of times they did not attend in person

Number of times plus times number of times to participate in meetings

discuss

Li Hanjie 6 6 5 0 0 No 2

In 2024, the Company held a total of 4 meetings of the Remuneration and Appraisal Committee, 4 meetings of the Audit Committee, 1 meeting of the Nomination Committee, and 1 special meeting of independent directors. As a member of the above-mentioned special committee of the third board of directors and an independent director of the company, I should attend the remuneration and appraisal committee 4 times, the audit committee 4 times, the nomination committee 1 time, and the independent director special meeting 1 time during the reporting period, and I should attend it in person.

(2) Resolutions and votes of this year's meeting

During the reporting period, as an independent director of the Company, I was fully aware of the matters to be deliberated at the meeting, reviewed the relevant meeting materials, understood the relevant accounting and legal knowledge, and made inquiries to the Company when necessary, so as to make full preparations for the deliberation and voting of various proposals. In the process of holding the meeting of the board of directors, I pay attention to whether the meeting procedures are legal and whether the meeting form meets the requirements of relevant laws and regulations, carefully read the relevant materials of the meeting and actively participate in the discussion, carefully consider each proposal, put forward reasonable suggestions based on my personal professional knowledge, and exercise voting rights and express opinions independently, objectively and prudently on the basis of a full understanding of the situation.

During the reporting period, the convening and convening of the general meeting of shareholders and the board of directors of the company complied with legal procedures, the necessary procedures were fulfilled for major matters, and the resolutions and deliberations of the meeting were legal and valid. Therefore, I did not raise any objection to the various proposals of the board of directors of the company during the reporting period, and voted in favor, and there was no opposition or abstention.

(3) Communication and cooperation with internal audit institutions and external audit teams

During the reporting period, I paid close attention to the company's internal audit work and reviewed the internal audit plan, procedures and results of their implementation to ensure their independence and effectiveness. At the same time, it maintained close contact with the external auditor Lixin Certified Public Accountants (Special General Partnership), which was hired by the company, and effectively supervised the quality and fairness of the external audit by participating in the pre-audit communication meeting, reviewing key audit matters and discussing the major risk points identified during the audit process.

(4) On-site inspections and the cooperation of listed companies with the work of independent directors

During the reporting period, the company held a total of 6 meetings of the board of directors, 4 meetings of the remuneration and assessment committee, 4 meetings of the audit committee and 1 meeting of the nomination committee, all of which were attended in person. Reviewed major matters including matters related to raised funds, vesting matters of the company's restricted stock incentive plan, the company's regular reports, the company's profit distribution, etc., and the company notified me of the meeting in accordance with the statutory time to arrange and deliberate the matters, and at the same time provided sufficient information

And true, accurate and complete information, so that I can stand on an independent position and put forward reasonable opinions based on their respective professional knowledge. In addition, I also maintain close contact with the company, and with the active cooperation of the company, I am informed of the company's operating conditions in a timely manner; The company also adopts and implements the relevant reasonable opinions and suggestions put forward by me. During the reporting period, the Company arranged for me to conduct an on-site inspection of the Company by holding on-site training on the reform of the board of directors and independent director system, so as to provide necessary support and convenience for me to perform my duties.

3. Key issues for independent directors in the performance of their duties during the year

During the reporting period, in accordance with the Company Law, the Securities Law and other laws, administrative regulations, departmental rules and rules, and the requirements of the Articles of Association on the functions and powers of independent directors, I focused on reviewing the relevant matters of the Company during the reporting period, the details are as follows:

(1) Related party transactions that should be disclosed

During the reporting period, the related party transactions between the company and related parties were reviewed, and it was considered that the related party transactions between the company and related parties were normal business transactions, priced with reference to market prices, the pricing was fair and reasonable, the procedures were legal, and the interests of the company and shareholders were not harmed.

(2) The plan for the Company and related parties to change or waive their commitments

During the reporting period, the company and related parties did not change or exempt the commitments, and the commitments of the company and shareholders were strictly observed, and there was no violation of relevant commitments such as share reduction and intra-industry competition.

(3) The decisions made and measures taken by the board of directors of the listed company to be acquired in connection with the acquisition

During the reporting period, the company did not have any acquisitions that should have been disclosed but were not disclosed.

(4) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports

During the reporting period, the Company disclosed its periodic reports in strict accordance with the relevant provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and disclosed the Annual Report for 2023, the First Quarterly Report of 2024, the Semi-Annual Report of 2024 and the Third Quarterly Report of 2024 on the official website of the Shanghai Stock Exchange on April 12, 2024, April 30, 2024, August 15, 2024 and October 29, 2024 respectively. There are no false records, misleading statements or material omissions in the content of the periodic report disclosed by the company, and the directors, supervisors and senior executives of the company guarantee that the content of the periodic report is true, accurate and complete.

I believe that in strict accordance with the relevant provisions of laws and regulations such as the Basic Standards for Enterprise Internal Control, the company actively promotes the construction of the enterprise internal control system, establishes a relatively complete internal control system, and ensures the standardized operation of the company's shareholders' meeting, board of directors, board of supervisors and other institutions and the effectiveness of the internal control system.

Be able to reasonably ensure the authenticity, legitimacy and integrity of the company's financial and accounting information; Be able to disclose information truthfully, accurately, completely, and in a timely manner; It protects the interests of investors and the company.

(5) Hiring or dismissing accounting firms that undertake the audit business of listed companies

During the reporting period, the company held the 2023 annual general meeting of shareholders, deliberated and approved the "Proposal on the Appointment of Auditors in 2024", and decided to re-appoint Lixin Certified Public Accountants (Special General Partnership) as the company's auditors in 2024. I believe that the qualifications of Lixin Certified Public Accountants (Special General Partnership) comply with the relevant provisions of the Securities Law. Lixin Certified Public Accountants (Special General Partnership) has relevant audit qualifications such as professional competence, investor protection ability, independence and integrity record, and as an external audit institution, it can meet the company's external audit requirements in 2024. The procedures for the appointment of an accounting firm by the company are legal and effective, and comply with the provisions of relevant laws, regulations and the Articles of Association.

(6) Appointing or dismissing the person in charge of finance of a listed company

During the reporting period, the company did not appoint or dismiss the person in charge of finance.

(vii) Changes in accounting policies, accounting estimates or correction of material accounting errors for reasons other than changes in accounting standards

During the reporting period, the company did not make changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards.

(8) To nominate or appoint or dismiss directors, and to appoint or dismiss senior management

The company held the twelfth meeting of the third board of directors on August 14, 2024, and deliberated and passed the "Proposal on the By-election of Independent Directors of the Third Board of Directors of the Company", and the meeting elected candidates for independent directors of the third board of directors; I attended the relevant nominating committee meetings and board meetings, the nomination and voting procedures were in accordance with the relevant regulations, I understood the candidates' situation, did not raise objections to the proposal, and voted in favor.

(9) The remuneration of directors and senior management, the formulation or modification of equity incentive plans, the vesting of authorized benefits and restricted shares of incentive recipients, and the arrangement of shareholding plans by directors and senior management in the subsidiaries to be spun off

During the reporting period, the company held: (1) the eighth meeting of the third board of directors, which deliberated and passed the "Proposal on Meeting the Vesting Conditions for the Second Vesting Period of the Fourth Batch of the Reserved Grant Part of the Company's 2019 Restricted Stock Incentive Plan", "Proposal on the Satisfaction of the Vesting Conditions in the Third Vesting Period of the First Grant of Part of the First Class Incentive Objects of the Company's 2019 Restricted Stock Incentive Plan" and "About the Company in 2019". The first grant of the annual restricted stock incentive plan to part of the second class of incentive objects, the third vesting period meets the vesting conditions" and the "About

Proposal to Invalidate Part of the Restricted Shares"; (2) At the ninth meeting of the third board of directors, the "Proposal on the 2024 Remuneration of the Company's Directors" and "Proposal on the 2023 Remuneration of the Company's Senior Managers" were deliberated and approved; (3) At the twelfth meeting of the third session of the board of directors, the "Proposal on Meeting the Vesting Conditions for the First Batch and the Third Vesting Period of the Reserved Grant Part of the Company's 2019 Restricted Stock Incentive Plan", "The Proposal on Meeting the Vesting Conditions for the First Batch and the Second Vesting Period of the Reserved Grant Part of the Company's 2021 Restricted Stock Incentive Plan" and "Proposal on Invalidating Part of the Restricted Shares" were deliberated and approved; (4) At the thirteenth meeting of the third session of the board of directors, the "Proposal on Meeting the Vesting Conditions of the Second Batch and the Third Vesting Period of the Reserved Grant Part of the Company's 2019 Restricted Stock Incentive Plan", "The Proposal on Meeting the Vesting Conditions of the Third Batch of the Third Batch of the Reserved Grant Part of the Company's 2019 Restricted Stock Incentive Plan", "The Proposal on Meeting the Vesting Conditions for the Third Vesting Period of the First Grant of the Company's 2021 Restricted Stock Incentive Plan" and "About the Company in 2021". Proposal on the second batch of the second vesting period that meets the vesting conditions for the reserved grant of part of the restricted stock incentive plan and the proposal on invalidating and disposing of part of the restricted shares. The above proposals are in line with the relevant regulations, conducive to the long-term sustainable development of the company, and there is no harm to the interests of the company and all shareholders.

Fourth, the overall evaluation and recommendations

In 2024, as an independent director of the third board of directors of the company, I performed my duties in good faith and diligence based on the principles of objectivity, impartiality and independence, participated in the decision-making of major matters of the company, paid attention to the comprehensive development of the company, gave full play to the role of independent directors, played my due role in ensuring the standardized operation of the company, establishing and improving the corporate governance structure, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.

In 2025, I will continue to have a deeper understanding of the company's production, operation and operation in accordance with the provisions and requirements of relevant laws and regulations and the company's system, and make suggestions for the company's business development; At the same time, strengthen communication and cooperation with the company's non-independent directors, supervisors and senior managers, further promote the company's standardized operation and sustainable and healthy development, be diligent and responsible, and effectively safeguard the legitimate rights and interests of the company's shareholders, especially small and medium-sized shareholders.

Independent Director of the 3rd Board of Directors: Li Hanjie

April 10, 2025