Montage Technology Co., Ltd

2024 Annual Report of Independent Directors

During the Reporting Period, I, Li Ruoshan, as an independent director of Montage Technology Co., Ltd. (hereinafter referred to as the "Company"), strictly followed the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Code of Governance for Listed Companies, the Measures for the Administration of Independent Directors of Listed Companies and other laws, regulations and normative documents, as well as the Articles of Association of Montage Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Working Rules for Independent Directors of Montage Technology Co., Ltd. With the purpose of promoting the standardized operation of the company and effectively safeguarding the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, we actively attend the board of directors, shareholders' meetings and other relevant meetings held by the company, carefully deliberate various proposals, give full play to the independent role of independent directors, and faithfully and diligently perform their duties.

On June 21, 2024, I was elected as an independent director of the third board of directors by the company's second extraordinary general meeting of shareholders in 2024; After deliberation at the first meeting of the third board of directors, he was elected as the chairman of the audit committee and a member of the nomination committee. The "reporting period" referred to in this report is from the date of my election as an independent director of the Company (June 21, 2024) to December 31, 2024.

I hereby report on my performance of duties during the reporting period as follows:

1. Basic information of independent directors

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

Li Ruoshan, male, born in 1949, Chinese nationality, no right of permanent residence abroad, doctoral degree, is currently a professor and doctoral supervisor of the Department of Accounting, School of Management, Fudan University. Mr. Li Ruoshan graduated from the Department of Accounting of Xiamen University and served as the Deputy Director of the Accounting Department and the Deputy Dean of the School of Economics of the School of Economics of Xiamen University, the Deputy Dean of the School of Management, the Dean of the Accounting Department and the Director of the Department of Finance of Fudan University, a member of the Advisory Expert Committee of Listed Companies of the Shanghai Stock Exchange, a consulting expert of the Accounting Standards Committee of the Ministry of Finance, and the chairman of the third Independent Director Professional Committee of the China Association of Public Companies. Currently, Mr. Li Ruoshan is also the director of Spring Airlines (601021. SH) independent director, Conglin Technology (688370.HK) SH) independent director. He has been an independent director of the Company since June 2024.

(2) An explanation of independence

As an independent director of the company, after self-examination, I have not held any position in the company other than independent directors, my immediate family members and major social relations have not held any position in the company, nor have I held any position in the company's major shareholder units, nor have I provided financial, legal, consulting and other services to the company, nor have there been any circumstances that hinder independent and objective judgment, nor have there been any circumstances that affect the independence of independent directors.

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

(1) Attendance at meetings of the board of directors and general meetings of shareholders

During the reporting period, the company held a total of 4 board meetings and 2 general meetings of shareholders. As an independent director, I have conscientiously performed my duties as an independent director by attending the board of directors and shareholders' meetings in a diligent and conscientious manner, and on this basis, I have exercised my voting rights independently, objectively and prudently, and have voted in favor of all the proposals deliberated by the board of directors, and there has been no negative vote or abstention. During the reporting period, I did not have any unexcused absences or two consecutive in-person attendances. During the reporting period, the details of my attendance at the company's board of directors meetings and shareholders' meetings are as follows:

Participation Unit

Participation in the Board of Directors of the East General Assembly

Independent directors situation

The name of the matter is to communicate whether it is connected to the Attendance Unit

Attendees should participate in the conference in person and be absent from the two consecutive conferences

Number of times Number of seats Plus number of times Number of seats Number of times The number of times that were not in person

attend

Li Ruoshan 4 4 1 0 0 No 2

(2) Participation in meetings of special committees of the board of directors

I served as the chairman of the Audit Committee of the third board of directors of the Company and a member of the Nomination Committee. During the reporting period, in accordance with the relevant requirements of the work system of the special committees of the board of directors of the company, I attended relevant meetings, carefully read the meeting documents, and discussed with external audit institutions, internal audit departments and management on the company's financial reports, internal control work, annual audit work plan and other related matters, so as to provide professional advice for the scientific decision-making of the board of directors. In 2024, during my tenure, the Company held 4 meetings of the Audit Committee of the Board of Directors, attended all of them, and voted in favor of all the proposals after careful consideration of the proposals, and there was no negative vote or abstention.

(3) Communication with internal audit institutions and accounting firms

As the chairman of the audit committee, I actively communicate with the company's management, internal audit department and annual audit accounting firm through on-site participation in the audit committee and telephone communication, and communicate on internal and external audit plans, regular reports and financial issues, focusing on the overall situation of the company's foreign investment, financial asset valuation standards, risk management of the "Lingang Project", scope of data assets, accounting treatment and other matters. At the same time, I put forward requirements for the management proposal of the audit institution and the coverage rate of the on-site audit.

(4) Communication with small and medium-sized shareholders

During the reporting period, I attended two shareholders' meetings to understand the concerns of small and medium-sized shareholders and communicate with investors. At the same time, I also pay attention to the evaluation of the company by the regulatory authorities, the media and the public, and urge the management to perform their duties and effectively safeguard the legitimate rights and interests of small and medium-sized shareholders.

(5) On-site inspection and the company's cooperation

During the reporting period, I actively communicated with the management through on-site communication, conference call or email, paid close attention to the company's daily operation, financial situation and progress of major issues, urged the company to carry out reasonable and standardized operations, and safeguarded the interests of the company and investors. At the same time, I visited the company's wholly-owned subsidiary in Kunshan in November 2024 to learn more about the overall operation, office environment, R&D and design process and testing process of the Kunshan subsidiary.

The management actively cooperated with my work, reported to me the company's operation and major matters in a timely manner, sent meeting documents and materials in a timely and accurate manner before the board of directors and other meetings, listened carefully to my opinions and suggestions, and gave support to my work.

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

(1) Related-party transactions that should be disclosed

During the reporting period, the company did not have any related party transactions that should be reviewed and disclosed, in addition, the daily related party transactions between the company and related party Intel Corporation were carried out normally within the annual quota approved by the general meeting of shareholders on May 16, 2024, and the relevant daily related party transactions followed the principles of fairness, impartiality, openness and marketization, did not affect the independence of the company, and no infringement of the interests of shareholders, especially small and medium-sized shareholders, was found, in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

(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 acquired listed company in connection with the acquisition

During the reporting period, the company was not acquired.

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

During the reporting period, I reviewed the company's 2024 semi-annual report and 2024 third quarter report, and paid attention to key issues, and I believe that the financial information in the company's periodic report is in compliance with relevant laws and regulations, and the content is true, accurate and complete. At the same time, the company has established a relatively complete and effective internal control system, which can be effectively implemented. During the reporting period, I did not find any material deficiencies in the design or implementation of the Company's internal controls.

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

During the reporting period, the company held the second meeting of the audit committee of the third board of directors and the third meeting of the third board of directors, and deliberated and approved the "Proposal on the Appointment of Financial and Internal Control Auditors in 2024". In my opinion, EY has professional practice capabilities and qualifications, and has the experience and ability to provide audit services for listed companies, and can meet the requirements of corporate audit work. The above-mentioned proposal has been deliberated and passed by the resolution of the company's third general meeting of shareholders in 2024.

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

During the reporting period, the company held the first meeting of the third session of the board of directors to deliberate and approve the appointment of Ms. Su Lin as the company's financial director, after reviewing the nominee's situation, I believe that the nominee has relevant professional knowledge and enterprise management ability, can be qualified to be the financial director's responsibilities, in line with the relevant regulations, did not find that he is prohibited from serving in relevant laws and regulations, and has not been identified by the China Securities Regulatory Commission as a market ban and has not been lifted. I agree with the appointment.

(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 any changes in accounting policies or accounting estimates for reasons other than changes in accounting standards.

(8) Nominating or appointing or dismissing directors, and appointing or dismissing senior management personnel

During the reporting period, the company held the first meeting of the third session of the board of directors, deliberated and passed the "Proposal on the Appointment of Senior Managers of the Company", and agreed to appoint Mr. Yang Chonghe as the chief executive officer of the company, Mr. Stephen Kuong-io Tai as the general manager of the company, Ms. Su Lin as the deputy general manager and financial director of the company, and Ms. Fu Xiao as the secretary of the board of directors of the company. I have reviewed the above-mentioned matters concerning the appointment of senior management personnel and believe that the relevant procedures for the appointment of senior management personnel of the Company comply with the relevant laws and regulations such as the Company Law and the relevant provisions of the Articles of Association, and the procedures are legal and effective; The relevant senior management personnel shall have the qualifications and conditions for serving as senior managers of listed companies as stipulated in the Company Law and other relevant laws and regulations and the Articles of Association.

(9) The remuneration of directors and senior management, the formulation or change of equity incentive plans and employee stock ownership plans, the achievement of the conditions for the authorization of incentive recipients and the exercise of rights and interests, and the arrangement of stock ownership plans by directors and senior management in the subsidiaries to be spun off.

During the reporting period, I reviewed the executive remuneration plan, equity incentive plan, employee stock ownership plan, core executive incentive plan and other related proposals in accordance with the provisions of the Company Law, the Securities Law, the Measures for the Administration of Equity Incentives of Listed Companies and the Articles of Association. I believe that the implementation of the relevant incentive plan is conducive to further improving the corporate governance structure of the company, improving the company's long-term incentive and restraint mechanism, forming a good and balanced value distribution system, attracting and retaining outstanding talents, fully mobilizing the enthusiasm of the company's core team, and effectively combining the interests of shareholders, the company and the personal interests of the core team, so that all parties can pay attention to and promote the long-term development of the company. At the same time, I also remind relevant personnel to pay attention to the window period when vesting/exercising rights to avoid illegal transactions.

Fourth, the overall evaluation and recommendations

During the Reporting Period, as an independent director of the Company, in accordance with relevant laws and regulations, the Articles of Association and the Working Rules for Independent Directors of Montage Technology Co., Ltd., and in accordance with the principles of objectivity, impartiality and independence, I earnestly performed my duties, kept abreast of the Company's business situation, participated in the decision-making of major matters of the Company, and promoted the improvement of the corporate governance system.

In 2025, I will continue to strengthen communication with the company's directors, supervisors and senior management in accordance with the requirements of laws and regulations and the Articles of Association of the company in accordance with the principles of integrity, diligence and responsibility to the company and all shareholders, and make full use of my professional knowledge and experience to put forward more constructive suggestions for the company

It is suggested to jointly promote the company's standardized operation and sustained, stable and healthy development, and effectively safeguard the overall interests of the company and the legitimate rights and interests of the majority of shareholders, especially small and medium-sized shareholders.

It is hereby reported.

Independent Director: Li Ruoshan

April 10, 2025